TCR_Public/050623.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, June 23, 2005, Vol. 9, No. 147

                          Headlines

AES CORPORATION: Improved Liquidity Cues Fitch to Lift Ratings
ACCEPTANCE INSURANCE: Exclusive Plan Filing Intact Until Sept. 5
ADELPHIA COMMS: Founder Sentenced to 15 Years in Prison
ADELPHIA COMMS: Reports Forfeiture of Rigas Securities to Gov't.
AMC ENTERTAINMENT: Inks Merger Agreement with Loews Cineplex

AMERICAN HEARTLAND: SEC Files $2.5 Mil. Fraud Case in N.D. Tex.
AMERICAN HEARTLAND: Case Summary & Known Creditors
ANTEON INTERNATIONAL: Moody's Upgrades $365MM Debt Rating to Ba2
ATA AIRLINES: Balks at Goodrich's Motion to Allow $2.2MM Claim
AVADO BRANDS: Administrative Claims Must Be Filed by July 8

AZCO MINING: Files Amended 2003 Financial Statements
B&A CONSTRUCTION: Creditors Must File Proofs of Claim by Aug. 5
BEAR STEARNS: Fitch Places Low-B Ratings on Six Mortgage Certs.
CACI INTERNATIONAL: Improved Financials Cue S&P's Stable Outlook
CAESARS ENT: Merger With Harrah's Cues Fitch to Lift Ratings

CALPINE CORP: S&P Junks Planned $650 Million Convertible Notes
CAPITAL ACQUISITIONS: Welland Wants Involuntary Case Dismissed
CARAUSTAR INDUSTRIES: Closes Palmer Carton Plant to Save $1.2 Mil.
CAROLINA TOBACCO: Hires Cline Williams as Litigation Counsel
CAROLINA TOBACCO: Edward Hostmann Approved as Financial Advisor

CATHOLIC CHURCH: Spokane Wants to Hire BMC Group as Claims Agent
CATHOLIC CHURCH: Tucson Wants to Assume Catholic Foundation Lease
CHI-CHI'S: Wants to Pay $4.2 Million to Five Hepatitis A Victims
CHIQUITA BRANDS: S&P Rates $275 Million Bank Loans at B+
CII CARBON: Moody's Rates $270MM Senior Secured Term Loan at B1

CII CARBON: S&P Rates Proposed $270 Mil. Sr. Sec. Facility at B+
CIMAREX ENERGY: S&P Rates $320 Million Senior Notes at B+
CITIGROUP MORTGAGE: Fitch Holds Low-B Ratings on 2 Class B Certs.
CONSTELLATION BRANDS: S&P Affirms BB Rating and Removes Watch
CREDIT SUISSE: Fitch Affirms Low-B Ratings on $64M Mortgage Certs.

CREDIT SUISSE: Moody's Rates Class B-2 Sub. Certificates at Ba2
CSC HOLDINGS: Moody's Reviews B1 Rating of $4.2 Bil. Unsec. Notes
DLJ MORTGAGE: Fitch Affirms BB- Rating on $17.8MM Class B-4 Certs.
DOMTAR INC: Moody's Downgrades Sr. Unsecured Debt Rating to Ba2
DRESSER INC: Weak Credit Measures Prompt S&P to Cut Rating to B+

ENRON CORP: Inks Stipulation Allowing Calpine's $52 Million Claim
ENRON CORP: Gets Court Approval on Ecoelectrica Settlement Pact
EPOCH 2002-2: Moody's Downgrades $12M Class III Rate Notes to Ba3
EXIDE TECHNOLOGIES: Sandell, et al., Unloads Equity Stake
FALCON PRODUCTS: Drafts Joint Plan with Oaktree & Whippoorwill

FALCON PRODUCTS: Audit Committee Concludes Investigation
FEDERAL-MOGUL: District Ct. Lifts Navigant Fee Cap for Estimation
FORD MOTOR: Will Reduce Salary Related Costs Due to Weak Outlook
FMC CORPORATION: Executes New $850 Million Unsec. Credit Agreement
GARDEN RIDGE: Has Until June 30 to Decide on 32 Remaining Leases

GENEVA STEEL: Ch. 11 Trustee Hires Ray Quinney as Local Counsel
GLASS GROUP: Committee Taps FTI Consulting as Financial Advisors
GOODYEAR TIRE: Fitch Junks Proposed $400 Mil. Senior Unsec. Notes
GOODYEAR TIRE: Moody's Rates New $400M Sr. Unsecured Notes at B3
HARRAH'S ENT: Fitch Rates New $4 Billion Credit Facility at BBB-

HEALTHSOUTH CORP: Will File 2000 to 2003 Annual Report by June 29
HELLER FINANCIAL: Fitch Holds Junk Rating on $7.6M Class M Certs.
HUFFY CORPORATION: Wants More Time to File Chapter 11 Plan
INDOSUEZ CAPITAL: Moody's Upgrades $148M Rate Notes to A2 from Ba3
INFOUSA INC: Moody's Affirms $50M Credit Facility Rating at Ba3

INTERSTATE BAKERIES: Selling Boise Lot for $2.3M to R.W. Van Auker
INTERSTATE BAKERIES: Selling Sta. Maria Lot for $720K to N. Shore
JEROME DUNCAN: Files Chapter 11 Petition in E.D. Michigan
JEROME DUNCAN: Voluntary Chapter 11 Case Summary
KANSAS GAS: S&P Rates $320 Million Secured Bonds at BB-

KMART CORP: Ruth Clingan Wants Stay Lifted to Liquidate Claim
KMART CORP: Sears Discloses 13-Week Revenue Ended April 30
KRISPY KREME: Five Officers Resign While One Retires
LIFEPOINT HOSPITALS: Loan Add-On Prompts S&P to Hold Ratings
LIFEPOINT HOSPITALS: Moody's Affirms Credit Facility's Ba3 Rating

M. ANTHONY PROPERTIES: Voluntary Chapter 11 Case Summary
MAGELLAN MIDSTREAM: Moody's Rates Proposed $275M Term Loan at Ba3
MANUFACTURING TECH: U.S. Trustee Picks 7-Member Committee
MANUFACTURING TECHNOLOGY: Files Schedules of Assets & Liabilities
MASTR ALTERNATIVE: Moody's Rates Class B-4 2005-4 Certs. at Ba2

MASTR ALTERNATIVE: Moody's Rates Class B-4 2005-3 Certs. at Ba2
MAYTAG CORP: Bain Proposal Cues Fitch to Affirm BB Rating
MCI INC: Deephaven Solicits Proxy Votes Against MCI/Verizon Merger
MEDEX INC: Smiths Purchase Cues Moody's to Withdraw Debt Ratings
MERIDIAN AUTOMOTIVE: Deutsche Bank Offers $75 Mil. DIP Financing

MERIDIAN AUTOMOTIVE: Can Pay $300,000 Work Fee to Deutsche Bank
MERIDIAN AUTOMOTIVE: Wants to Release JPMorgan From Claims
MIRANT: MAGi Panel Presents Issues on Impairment Order Appeal
MUELLER GROUP: Moody's Reviews Junk Sr. Subordinated Notes Rating
MYLAN LABORATORIES: Moody's Rates $975 Million Debts at Ba1

NEFF CORP: S&P Rates Proposed $245 Million Sr. Sec. Notes at B-
NORCROSS SAFETY: Moody's Junks Proposed $128.7M Fixed Rate Notes
NORTHWEST AIRLINES: Moody's Junks Corporate Family Rating
O-CEDAR HOLDINGS: Court Okays Rule 2004 Probe on Stonebridge
OWENS CORNING: Asks Court to Okay Technical Changes to DIP Order

PLAZA GARDENS: Case Summary & 6 Largest Unsecured Creditors
PROVIDIAN GATEWAY: Acquisition Plan Cues Moody's to Review Ratings
PROXIM CORPORATION: Taps Pachulski Stang as Bankruptcy Counsel
QUEENSWAY FIN'L: Creditors Must File Proofs of Claim by Aug. 12
RAINBOW NATIONAL: Moody's Reviews $500MM Sub. Notes' Junk Rating

REGIONAL DIAGNOSTICS: Committee Taps Capstone as Financial Advisor
REGIONAL DIAGNOSTICS: Panel Hires Traub Bonacquist as Co-Counsel
RHODES INC: Files Joint Plan of Reorganization in N.D. Georgia
ROYSTER-CLARK: Moody's Junks $200 Million First Mortgage Notes
SAINTS MEMORIAL: Moody's Upgrades Long-Term Rating to Ba1 from Ba2

SCOTIA PACIFIC: Moody's Junks $867.248 Million Securities Rating
SOUTH DAKOTA: Case Summary & 40 Largest Unsecured Creditors
SPIEGEL INC: Agrees to Fund $1.365M Steele & Cannataro Reserve
STATE STREET HOTEL: Voluntary Chapter 11 Case Summary
STELCO INC: Will Seek Extension of Stay Period to Sept. 23

STRUCTURED ASSET: Moody's Rates Class B4 & B5 Certs. at Low-Bs
STRUCTURED ASSET: Moody's Rates Class B1 Sub. Certs. at Ba1
TOWER AUTOMOTIVE: Wants to Advance Fees for ERISA Class Actions
TOWER AUTOMOTIVE: New Center Wants Stay Lifted To Effect Set-Off
UAL CORPORATION: Court Extends Plan Filing Period to Sept. 1

USG CORP: Triage Management Resigns from Equity Committee
UNITED SUBCONTRACTORS: Moody's Rates Proposed $305M Facility at B1
VERY LTD: Has Until Sept. 30 to Decide on Madison Avenue Lease
WALTER INDUSTRIES: Acquisition Plan Cues Moody's to Review Ratings
WESTPOINT STEVENS: Aretex LLC Wants Escrow Order Dissolved

XERIUM TECH: March 31 Balance Sheet Upside-Down by $50.9 Million
YUKOS OIL: Losses in First 2005 Quarter Exceed Rub4 Billion
ZIM CORPORATION: Negative Cash Flow Spurs Going Concern Doubt

* Alfred M. King & Robert E. Kleeman Join Marshall & Stevens
* Richard N. Tilton Joins Riker Danzig as Counsel
* Seth Palatnik Leads Huron Consulting's Valuation Practice
* The Garden City Group Promotes Jennifer M. Keough to Senior VP

                          *********

AES CORPORATION: Improved Liquidity Cues Fitch to Lift Ratings
--------------------------------------------------------------
Fitch Ratings has upgraded and removed the ratings of AES
Corporation from Rating Watch Positive, where it was initially
placed on Jan. 18, 2005 pending review of the company's year-end
financial results.  The Rating Outlook is Stable.

Following the completion of its review, Fitch's upgrade reflects
the significant progress AES had made in retiring parent company
recourse debt and improving liquidity.  In addition, AES has
refinanced several near term debt maturities and extended the
company's debt maturity profile.  The company has successfully
accessed both the debt and equity markets in 2004 and 2003.

Furthermore, AES has in place a $450 million revolving credit
facility which significantly improves the company's liquidity
position.  Finally, management has affirmed the goal of continued
debt reduction committing to $600 million in parent company debt
retirements in 2005.  In this regard, AES called for early
redemption approximately $112 million of notes in May 2005.  These
notes were redeemed in full on June 1, 2005.

While AES has made significant progress in reducing debt and
improving liquidity, Fitch recognizes that the company's
management emphasis has shifted from debt reduction to a resumed
focus on growth.  AES recently made two acquisitions in the
domestic wind power generation sector.  While these acquisitions
have been modest, Fitch notes that wind is a new technology for
AES and as such, raises some execution risk.

Internationally, AES has indicated that growth will be focused on
platform extensions (i.e. expansion opportunities around existing
assets) and 'emergent' countries (i.e. countries which are
approaching developed nation status).  Management has stressed
that such expansion will be funded with a prudent mix of equity
and debt.  Fitch's rating and Outlook would be adversely affected
if AES' future investments result in escalating parent company
leverage.

This rating action does not affect the ratings of other AES
affiliates rated by Fitch listed below.  In general, these rated
entities are bankruptcy remote from AES by virtue of their legal
structure or by virtue of their country of location.  These
entities include:

     * AES Clesa
     * AES Eastern Energy
     * AES Gener
     * AES Puerto Rico
     * AES Tiete
     * Electricidad de Caracas
     * Eletropaulo Metropolitana Eletricidade de Sao Paulo

Fitch placed the ratings of IPALCO Enterprises Inc., and
Indianapolis Power & Light Company on Rating Watch Positive on
Jan. 18, 2005.  The ratings of these entities which are
potentially affected by the AES ratings upgrade will be resolved
in the near future.

AES is a leading global power company, with 2004 sales of $9.5
billion.  AES operates in 27 countries, generating 44,000
megawatts of electricity through 124 power facilities and delivers
electricity through 15 distribution companies.

Fitch has upgraded these ratings:

   AES Corporation

     -- Senior secured credit facility to 'BB+' from 'BB';
     -- Junior secured notes to 'BB+' from 'B+';
     -- Senior unsecured notes to 'B+' from 'B';
     -- Senior subordinated notes to 'B' from 'B-';
     -- Convertible notes to 'B' from 'B-';
     -- Rating Outlook Stable.

   AES Trust III

     -- Trust preferred securities to 'B-' from 'CCC+'
     -- Rating Outlook Stable.

   AES Trust VII

     -- Trust preferred securities to 'B-' from 'CCC+'
     -- Rating Outlook Stable.


ACCEPTANCE INSURANCE: Exclusive Plan Filing Intact Until Sept. 5
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska extended
until Sept. 7, 2005, Acceptance Insurance Companies, Inc.'s period
within which it alone can file a chapter 11 plan.  The Court also
extended until Nov. 7, 2005, the Debtor's exclusive period to
solicit acceptances of that plan.

The Debtor has an interest in Acceptance Insurance Company and a
Takings Claim against the United States of America.  The Debtor is
still continuing to diligently manage and resolve claims within
Acceptance Insurance to maximize the value of the company for the
benefit of the Debtor's creditors.

The claims resolution at Acceptance Insurance is not yet at a
stage that will permit the Debtor to formulate an optimal chapter
11 plan.  The Takings Claim dispute is still in the initial stages
of litigation and that will also affect the formulation of a
chapter 11 plan.

The Debtor related that the Unsecured Creditors Committee has
consented to the requested extension of the exclusive periods as
proof that the Debtors' request is not a negotiating tactic on its
part to force creditors and other parties-in-interest into
accepting an unacceptable plan.

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies Inc. -- http://www.aicins.com/-- owns, either directly
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.  The Company filed
for chapter 11 protection on Jan. 7, 2005 (Bankr. D. Neb. Case
No. 05-80059).  The Debtor's affiliates -- Acceptance Insurance
Services, Inc., and American Agrisurance, Inc. -- filed separate
chapter 7 petitions (Bankr. D. Nebr. Case Nos. 05-80056 and
05-80058) on Jan. 7, 2005.  John J. Jolley, Esq., at Kutak Rock
LLP, represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$33,069,446 in total assets and $137,120,541 in total debts.


ADELPHIA COMMS: Founder Sentenced to 15 Years in Prison
-------------------------------------------------------
Judge Leonard Sand of the U.S. District Court for the Southern
District of New York sentenced John Rigas, the 80-year old
founder of Adelphia Communications Corporation, to 15 years in
prison for looting hundreds of millions of dollars from the
company.

His son, Timothy Rigas, Adelphia's former chief financial
officer, got 20 years.

The Rigases are ordered to surrender on September 19 to begin
their prison terms.

Judge Sand said John Rigas' sentence may be reduced should he
become terminally ill in the next two years.  John Rigas is
suffering from bladder cancer and a heart ailment.

Bloomberg News reports that Judge Sand would have sentenced John
Rigas to a longer term if not for his age and poor health.  John
Rigas faced a maximum of 215 years behind bars, effectively a
life sentence, David Glovin of Bloomberg wrote.

According to Mr. Glovin, before Judge Sand passed the sentence,
John Rigas said, "If I did anything wrong, I apologize.  It's in
your hands, and in God's hands.  In my heart and conscience, I'll
go to my grave really and truly believing that did nothing but to
improve conditions for my employees."

The New York Times notes that Judge Sand found John Rigas'
insistence of innocence "unacceptable."  Judge Sand is not
convinced that there was no blatant fraud.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue No.
97; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Reports Forfeiture of Rigas Securities to Gov't.
----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Adelphia Communications Corp. reports that under a
Consent Order entered by the U.S. District Court for the Southern
District of New York on June 8, 2005, all securities of ACOM and
its subsidiaries owned by the Rigas family were forfeited to the
United States.

Pursuant to ACOM's records, the forfeited securities beneficially
owned by members of the Rigas family include:

    -- 60,751,992 shares of Class A Common Stock, par value $0.01
       (representing around 22.8% of the outstanding shares of
       Class A Common Stock based on the shares of Class A Common
       Stock outstanding as of April 30, 2005); and

    -- all 25,055,365 outstanding shares of Class B Common Stock,
       par value $0.01.

The Class B Common Stock is a "super-voting" common stock that
entitles the holders to 10 votes per share.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue No.
97; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMC ENTERTAINMENT: Inks Merger Agreement with Loews Cineplex
------------------------------------------------------------
AMC Entertainment Inc. and Loews Cineplex Entertainment
Corporation entered into a definitive merger agreement that would
result in the combination of their businesses.

The merger agreement also provides for the merger of their
respective holding companies, Marquee Holdings Inc. and LCE
Holdings, Inc., with Marquee Holdings Inc., which is controlled by
affiliates of J.P. Morgan Partners, LLC and Apollo Management,
L.P., continuing as the holding company for the merged businesses.
The current stockholders of LCE Holdings, Inc., including
affiliates of Bain Capital Partners, The Carlyle Group and
Spectrum Equity Investors, would hold approximately 40% of the
outstanding capital stock of the continuing holding company.

The merged company, to be called AMC Entertainment Inc., will be
headquartered in Kansas City, Missouri, and will own, manage or
have interests in approximately 450 theatres with about 5,900
screens in 30 states and 13 countries.  Peter C. Brown, AMC
Chairman of the Board, Chief Executive Officer and President, will
remain in this role in the merged company. When combined, the
company will have approximately 24,000 associates serving more
than 280 million guests annually.  An integration committee will
be formed in which Travis E. Reid, President and Chief Executive
Officer of Loews Cineplex Entertainment Corporation, and Brown
will serve as co-chairs.  The integration committee also will
include representatives of the two sponsor groups.

"This merger is a combination of the oldest and most respected
names in the business -- AMC and Loews," said Brown.  "The
transaction provides us with a unique opportunity to blend the
best practices of two remarkable organizations as we create an
extraordinary company."

Mr. Reid said: "This merger is a historic moment in the exhibition
industry.  We are bringing together two companies with long-
standing traditions of innovation and leadership, as well as
cultures that focus on the highest quality guest service.  Peter
and his team have done a great job leading AMC, and I look forward
to working with them."

The companies plan to refinance their senior credit facilities in
connection with the closing of the merger.  The merger will not
constitute a change of control for purposes of the outstanding
senior notes of Marquee Holdings Inc. or the outstanding senior
notes or senior subordinated notes of AMC Entertainment Inc. While
it has not yet been determined whether the merger will require a
change of control repurchase offer under Loews Cineplex
Entertainment Corporation's outstanding 9% Senior Subordinated
Notes due 2014, the companies have secured commitments to
refinance such notes to the extent that such an offer is required
under the indenture governing such notes.

Completion of the merger is subject to the satisfaction of
customary closing conditions for transactions of this type,
including antitrust approval and completion of financing.  It is
anticipated that the merger will close within six to nine months.

                 About J.P. Morgan Partners, LLC

J.P. Morgan Partners, LLC -- http://www.jpmorganpartners.com/--  
is a leading private equity firm with over $12 billion in capital
under management as of March 31, 2005.  Since its inception in
1984, JPMP has invested over $15 billion in consumer, media,
energy, industrial, financial services, healthcare, hardware and
software companies.  With approximately 95 investment
professionals in six principal offices throughout the world, JPMP
has significant experience investing in companies with worldwide
operations.  JPMP is a private equity division of JPMorgan Chase &
Co. (NYSE: JPM), one of the largest financial institutions in the
United States, and is a registered investment adviser with the
Securities and Exchange Commission.

                  About Apollo Management, L.P.

Apollo Management, L.P., founded in 1990, is among the most active
and successful private investment firms in the United States in
terms of both number of investment transactions completed and
aggregate dollars invested.  Since its inception, Apollo
Management, L.P. has managed the investment of an aggregate of
approximately $13 billion in equity capital in a wide variety of
industries, both domestically and internationally.

                   About Bain Capital Partners

Bain Capital -- http://www.baincapital.com/-- is a leading global
private investment firm that manages several pools of capital
including private equity, venture capital, high-yield assets,
mezzanine capital and public equity with more than $25 billion in
assets under management.  Since its inception in 1984, Bain
Capital has made private equity investments and add-on
acquisitions in over 225 companies around the world, including
media and entertainment companies Warner Music Group, Loews
Cineplex Entertainment, ProSiebienSat1.  Media AG, and Artisan
Entertainment.  Headquartered in Boston, Bain Capital has offices
in New York, London and Munich.

                     About The Carlyle Group

The Carlyle Group -- http://www.carlyle.com/-- is a global
private equity firm with nearly $30 billion under management.
Carlyle generates extraordinary returns for its investors by
employing a conservative, proven and disciplined approach.
Carlyle invests in buyouts, venture capital, real estate and
leveraged finance in North America, Europe and Asia, focusing on
aerospace & defense, automotive & transportation, consumer &
retail, energy & power, healthcare, industrial, technology &
business services and telecommunications & media.  Since 1987, the
firm has invested $13.4 billion of equity in 396 transactions.
The Carlyle Group employs more than 560 people in 14 countries.
In the aggregate, Carlyle portfolio companies have more than $30
billion in revenue and employ more than 131,000 people around the
world.

                 About Spectrum Equity Investors

Spectrum Equity Investors -- http://www.spectrumequity.com/-- is
a private equity investor in established companies in the media,
communications, information technology, and information and
business services industries.  Founded in 1994, Spectrum is one of
the largest and fastest-growing private equity investment firms
worldwide.  Spectrum manages private equity funds representing
$4 billion in committed capital.

              About LCE Holdings and Loews Cineplex

LCE Holdings, Inc. -- http://www.enjoytheshow.com/-- is a holding
company that conducts its business through its subsidiary Loews
Cineplex Entertainment Corporation.  Loews Cineplex Entertainment
Corporation is one of the world's leading film exhibition
companies that owns, operates or, through its subsidiaries and
joint ventures, has an interest in 221 theatres with 2,218 screens
in the United States, Mexico, South Korea and Spain.  Loews
Cineplex Entertainment Corporation, headquartered in Manhattan.

          About Marquee Holdings and AMC Entertainment

Marquee Holdings Inc. -- http://www.amctheatres.com/-- is a
holding company that conducts its business through its subsidiary
AMC Entertainment Inc. AMC Entertainment Inc. is a leader in the
theatrical exhibition industry.  Through its circuit of AMC
Theatres, AMC Entertainment Inc. operates 229 theaters with 3,546
screens in the United States, Canada, France, Hong Kong, Japan,
Portugal, Spain and the United Kingdom.  AMC Entertainment Inc.,
headquartered in Kansas City, Missouri.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2004,
Standard & Poor's Ratings Services revised its outlook on AMC
Entertainment, Inc., to stable from positive, based on the
increased leverage that will result from the pending sale and
recapitalization of the company.

At the same time, Standard & Poor's affirmed its ratings,
including its 'B' corporate credit rating, on the company.  In
addition, Standard & Poor's assigned its 'B' corporate credit
rating to Marquee Holdings, Inc., and its subsidiary Marquee, Inc.
Upon completion of the sale of AMC, Marquee, Inc., will be merged
with AMC.  All of these companies are analyzed on a consolidated
basis.


AMERICAN HEARTLAND: SEC Files $2.5 Mil. Fraud Case in N.D. Tex.
---------------------------------------------------------------
On Apr. 7, 2005, the Securities and Exchange Commission filed an
emergency action in the United States District Court for the
Northern District of Texas against Philip D. Phillips dba American
Heartland Sagebrush Securities Investments, Inc., and Sagebrush
Securities, American Heartland, Inc.

The Commission charged that Mr. Phillips, a securities broker,
bilked investors out of approximately $2.5 million on the false
promise that he would invest their funds in safe income-generating
securities.  The Court granted a temporary restraining order,
asset freeze and other emergency relief against Mr. Phillips and
Sagebrush.

In its complaint, the Commission alleges that Mr. Phillips lured
investors with a number of misrepresentations:

   1) Mr. Phillips portrayed Sagebrush to investors, falsely, as a
      brokerage firm;

   2) Mr. Phillips falsely promised investors in "consultations"
      with them that he will purchase specific securities in their
      names;

   3) Mr. Phillips assured the investors, falsely, that their
      funds will remain safe, and claimed, falsely, that their
      "Sagebrush accounts" are SIPC insured; and

   4) on a monthly or quarterly basis, as "evidence" of the
      purported success and safety of the investments, Mr.
      Phillips prepared and delivered to investors bogus "account
      statements" purportedly reflecting the composition and value
      of their investments.

The Commission further alleges that Mr. Phillips fraudulently
failed to disclose to investors that he misappropriated a large
portion of the their funds, and that he did not, in fact, purchase
or hold in the investors' names the securities reflected on the
investors' "account statements."

The Commission also named Kirby J. Curry as a relief defendant in
its complaint, based on his alleged improper receipt of investor
funds.  The Commission seeks to freeze any investor funds under
Mr. Curry's control.

The Commission alleges in its complaint that Mr. Phillips, dba
Sagebrush, violated Section 17(a) of the Securities Act of 1933,
and Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 thereunder.

In addition to the emergency relief that has been granted by the
Court, the Commission seeks against Mr. Phillips a permanent
injunction, disgorgement plus prejudgment interest, and civil
money penalties.  [SEC v. Philip D. Phillips, et al., Civil Action
No.  2-05CV-107-J, USDC, NDTX (Amarillo Division)] (LR-19178).

On June 20, 2005, the U.S. District Court for the Northern
District of Texas, Amarillo Division, authorized Walter O'Cheskey,
the appointed Receiver, to file a chapter 11 petition.

American Heartland Sagebrush Securities Investments, Inc., holds
investor funds.  The Debtor is under receivership and Walter
O'Cheskey is the appointed Receiver.  The Debtor filed for chapter
11 protection on June 21, 2005 (Bankr. N.D. Tex. Case No. 05-
50761).  Max Ralph Tarbox, Esq., at Law Offices of Max R. Tarbox
represent the Debtor.  When the Debtor filed for protection from
its creditors, it listed $185,300 in assets and $1,172,892 in
debts.


AMERICAN HEARTLAND: Case Summary & Known Creditors
--------------------------------------------------
Debtor: American Heartland Sagebrush Securities Investments, Inc.
        dba Sagebrush
        Walter O'Cheskey, Receiver
        P.O. Box 64456
        Lubbock, Texas 79464

Bankruptcy Case No.: 05-50761

Type of Business: The Debtor holds investor funds.  The Debtor is
                  under receivership and Walter O'Cheskey is the
                  appointed Receiver.

Chapter 11 Petition Date: June 21, 2005

Court: Northern District of Texas (Lubbock)

Judge: Robert L. Jones

Debtor's Counsel: Max Ralph Tarbox, Esq.
                  Law Offices of Max R. Tarbox
                  3223 South Loop 289, Suite 414
                  Lubbock, Texas 79423
                  Tel: (806) 780-5955

Financial Condition as of June 21, 2005:

      Total Assets:   $185,300

      Total Debts:  $1,172,892

A full-text copy of the 10-page list of the Debtor's known
creditors is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050622023701



ANTEON INTERNATIONAL: Moody's Upgrades $365MM Debt Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded ratings on Anteon International
Corporation one notch, with both the Corporate Family Rating
(formerly known as the "senior implied rating") and the rating on
the senior secured credit facility moving to Ba2. The ratings
outlook has been changed to stable.

The action applies to these ratings:

   * $200 million senior secured Revolving Credit Facility, due
     2008, upgraded to Ba2 from Ba3

   * $165 million senior secured Term Loan B, due 2010, upgraded
     to Ba2 from Ba3

   * Corporate Family Rating, upgraded to Ba2 from Ba3

   * Senior Unsecured Issuer rating, upgraded to Ba3 from B1

The rating action reflects Anteon's strong financial performance
over the last two years.  The company's performance continues to
benefit from United States government spending on defense and
homeland security and increased trends toward government
outsourcing of information technology and other services.

Anteon experienced overall sales growth of 21.7% in 2004 (14.2%
organic) and 26.2% in 2003 (16.2% organic).  Operating margin also
improved by about 30 basis points in both 2003 and 2004, reaching
8.4% for 2004.  Results for the fiscal first quarter ended March
31, 2005 were also positive, with revenues up 21.5% and organic
growth up 17.1% year over year.

Anteon has improved its credit profile as its business has
improved.  Total debt to EBITDA improved to about 1.4x in the
twelve months ended March 31, 2005 from about 1.8x at year-end
2003.  EBIT interest coverage has improved to about 13.4x for the
twelve months ended March 31, 2005 from about 3.4x at year-end
2003.  Free cash flow from operations to debt was 39% for the
twelve months ended March 31, 2005 and 21.6% in the year ended
December 31, 2003.  Quarterly free cash flows have been volatile
due to the timing of collection of accounts receivable from
government agencies.

The ratings benefit from Anteon's diverse customer base of over
800 active contracts at more than 50 US government agencies
(mostly within the Department of Defense).  Anteon also benefits
from a historical record of winning over 90% of its contracts for
which it has been required to recompete.  Anteon has an estimated
remaining contract value of about $6.4 billion, which includes a
funded backlog of $871 million at March 31, 2005.

The ratings are limited by:

   * Anteon's history of acquisitions and the expectation that
     future acquisitions will likely increase leverage;

   * the company's modest size relative to its larger industry
     competitors; and

   * participation in the highly competitive market for
     information technology services in which capital requirements
     are limited and barriers to entry low.

In addition, Anteon derives approximately 98% of its revenues from
the US government including 89% from the Department of Defense.
The largest customer group is the US Navy, which accounted for
about 45% of revenues in 2004.  The top 10 contracts accounted for
44% of revenue in 2004.  Government contracts can be terminated at
the will of the US government in response to changes in policies,
programs, or administrations.

The Ba2 rating on the credit facility, rated the same as the
corporate family rating, reflects the preponderance of senior
secured debt in the capital structure.  The company's existing and
future domestic subsidiaries unconditionally guarantee repayment
of amounts borrowed.  Substantially all assets of the company and
its subsidiaries, including the capital stock of the company's
subsidiaries, secure borrowings under the facility.

The stable outlook anticipates that Anteon will continue to
benefit from the US government's increased spending on defense and
homeland security, particularly in the areas of operations and
maintenance, and increasing utilization of outsourcing of services
in the context of an aging government workforce.  Moody's expects
the company to pursue acquisitions that are modest in size and
complementary to Anteon's existing businesses.  Moody's also
expects that acquisitions are likely to be funded in a way that
results in total debt/EBITDA of 2.5x or less.

The ratings could be upgraded, if Anteon exhibits continued
organic sales growth, consistent free cash generation, and a
stable credit profile over the intermediate term, within the
context of modest acquisition activity.

The ratings could be downgraded, if Anteon:

   * increases leverage due to a large, debt-financed acquisition
     or recapitalization that substantially weakens credit
     metrics;

   * or suffers a substantial deterioration in revenues and free
     cash flows due to declines in US defense spending, a loss of
     key government contracts;

   * or an inability to pursue new government contracts.

Headquartered in Fairfax, Virginia, Anteon International
Corporation provides information technology solutions and advanced
systems engineering services to US government clients.  The
company also designs, integrates, maintains, and upgrades
information systems for:

   * national defense,
   * intelligence,
   * emergency response, and
   * other high priority government missions.

Revenues for the twelve months ended March 31, 2005 were
approximately $1.3 billion.


ATA AIRLINES: Balks at Goodrich's Motion to Allow $2.2MM Claim
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 13,
2005, Goodrich asked the U.S. Bankruptcy Court for the Southern
District of Indiana to allow it a $2,242,380 administrative
expense claim for the value of the spare wheels and brakes and
cash benefits it has provided to ATA Airlines with respect to
aircraft that the Debtor has determined it no longer requires.

                          Debtors Object

Goodrich Corporation and ATA Airlines, Inc., are parties to a
Wheel and Brake Service and Purchase Agreement, dated as of
June 23, 2000.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, tells Judge Lorch that the Wheel and Brake Service and
Purchase Agreement, dated as of June 23, 2000, between Goodrich
Corporation and ATA Airlines, Inc., has not expired.  Goodrich
continues to provide services; ATA is current in its postpetition
payments for goods and services purchased under the Agreement.
The Wheel & Brake Agreement has not been assumed or rejected under
Section 365 of the Bankruptcy Code.

Ms. Hall notes that, with absolutely no explanation as to how it
arrived at the amount, Goodrich asserts an administrative expense
claim and demands immediate payment of $2,242,380 under Sections
503 and 507.

Ms. Hall points out that even if ATA Airlines agrees to repay
Goodrich for prepetition amounts due, ATA Airlines is under no
obligation to pay those amounts immediately and certainly not as
administrative expense.

"It is completely unsupported in the law to award an
administrative claim and to order payment that essentially
reimburses Goodrich for prepetition services provided under an
executory contract and not for any postpetition benefits
conferred," Ms. Hall says.

Ms. Hall also argues that Goodrich fails to consider the impact of
Section 365 in the time between the Petition Date and the
assumption or rejection of the contract.  The court in In re Pub.
Serv. Co. of N.H., 884 F.2d 11, 14 (1st Cir.1989), held that an
executory contract generally remains in effect pending assumption
or rejection by the debtor.  The courts in Krafsur v. UOP (In re
El PasoRefinery, L.P.), 196 B.R. 58, 72 (Bankr.W.D.Tex.1996) and
in In re National Steel Corp., 316 B.R. at 305, held that the non-
debtor party must continue to perform under the contact prior to
assumption or rejection, but the debtor is not bound by the
provisions of the executory contract unless the contract is
subsequently assumed.

According to Ms. Hall, Goodrich has not asserted a valid
administrative expense claim.  The non-debtor is entitled to an
administrative expense claim for any postpetition services
beneficial to the estates.  Moreover, ATA is current in paying its
postpetition obligations.

Assuming that Goodrich could assert a claim based upon the terms
of the Agreement, Ms. Hall contends that Goodrich still fails both
prongs of the Seventh Circuit's two-part test to determine whether
a claim should be granted administrative priority.  Under the
test, the claim will be afforded Section 503 priority if the debt
both:

    (1) arises from a transaction with the debtor; and

    (2) is beneficial to the debtor in the operation of the
        business.

Goodrich asserts that it has "provided a postpetition benefit to
the estate in the amount of the value of the spare wheels and
brakes and cash benefits it has provided to ATA with respect to
aircraft that ATA has determined it no longer requires."

However, Ms. Hall says those equipments and cash benefits in
connection with the rejected aircraft were provided prior to the
Petition Date.  Hence, the claim asserted by Goodrich arises from
a prepetition contract with ATA.

Goodrich attempts to argue that the "actual and necessary
expenses" may include "costs ordinarily incident to operation of a
business" and cites Reading Company v. Brown, 391 U.S. 471, 483-84
(1968) for this proposition.

In the Reading Case, the Supreme Court ruled that a company
operating in bankruptcy that commits a tort is responsible for the
damages and that tort claims will not be subordinated or
disallowed as being not necessary to the preservation of the
estate.

Ms. Hall tells Judge Lorch that the Reading Case has nothing to do
with a contract party asserting an administrative claim as an
alleged right for reimbursement of certain prepetition payments
under an executory contract.

"Goodrich was not an innocent bystander injured by ATA's
negligence.  Goodrich occupies the same position as hundreds of
others of ATA's creditors and is merely seeking to recover on a
claim based upon a prepetition executory contract that has neither
been assumed or rejected."

The Official Committee of Unsecured Creditors supports the
Debtors' argument.

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)


AVADO BRANDS: Administrative Claims Must Be Filed by July 8
-----------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas, Dallas Division, set July 8, 2005, as the deadline for all
creditors owed money on account of administrative claims arising
after February 4, 2004, against Avado Brands, Inc., to file proofs
of claim.

Creditors must file written proofs of claim on or before the
July 8 Administrative Claims Bar Date and those forms must be sent
either by first class mail, overnight delivery or personal service
to the Clerk of Court, U.S. Bankruptcy Court for the Northern
District of Texas, United States Courthouse, 1100 Commerce Street
located in Dallas, Texas.  Copies must be sent to:

   (a) Avado Brands, Inc., Administrative Claims
       c/o Bankruptcy Services, LLC
       Attn: David Malo
       757 3rd Avenue, Third Floor
       New York, NY 10017

   (b) Avado Brands, Inc.
       Hancock at Washington
       Madison, GA 30650
       Attn: General Counsel

   (c) Cox Smith Matthews Incorporated
       112 East Pecan Street, Suite 1800
       San Antonio, TX 78205-1521
       Attn: Deborah D. Williamson, Esq.
             Thomas Rice, Esq.
       Tel: (210) 554-5500
       Fax: (210) 226-8395

   (d) Skadden, Arps, Slate, Meagher & Flom LLP
       333 West Wacker Drive, Suite 2100
       Chicago, IL 60606-1285
       Attn: George N. Panagakis, Esq.
             Timothy P. Olson, Esq.
             Nathan L. Stuart, Esq.
       Tel: (312) 407-0700
       Fax: (312) 407-0411

   (e) United States Trustee
       1100 Commerce Street, Room 9C60
       Dallas, TX 75242
       Attn: George F. McElreath, Esq.

   (f) Counsel for the Creditor's Committee:
       Anderson Kill & Olick, P.C.
       1251 Avenue of the Americas
       New York, NY 10020
       Attn: Andrew Rahl, Esq.
             Andrea Pincus, Esq.

               -- and --

       Munsch Hardt Kopf & Harr, P.C.
       4000 Fountain Place
       1445 Ross Avenue
       Dallas, TX 75202
       Attn: E. Lee Morris, Esq.

   (g) Counsel for the Postpetition Lenders:
       Goodwin Procter
       Exchange Place
       53 State Street
       Boston, MA 02109
       Attn: Jon D. Schneider, Esq.

               --and --

       Vinson & Elkins LLP
       3700 Trammell Crow Center
       2001 Ross Avenue
       Dallas, TX 75201-2975
       Attn: Paul Heath, Esq.

Headquartered in Madison, Georgia, Avado Brands, Inc. --
http://www.avado.com/-- owns and operates two proprietary brands
comprised of 102 Don Pablo's Mexican Kitchens and 37 Hops
Grillhouse & Breweries.  The Company and its debtor-affiliates
filed a voluntary chapter 11 petition on February 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  Deborah D. Williamson, Esq., and
Thomas Rice, Esq., at Cox & Smith Incorporated, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $228,032,000 in
total assets and $263,497,000 in total debts.  Judge Steven
Felsenthal confirmed Avado's Modified Plan of Reorganization on
April 26, 2005, and that Plan became effective on May 19, 2005.


AZCO MINING: Files Amended 2003 Financial Statements
----------------------------------------------------
Azco Mining Inc. (OTC: AZMN) provided an update on its progress in
bringing its financial reporting into compliance with regulatory
requirements.

The company recently filed an amended 10-K/A annual report for the
fiscal year ended June 30, 2003.  The company's auditor has
completed the audit of the annual financial statement for the
period ending June 30, 2004.  The company expects to be able to
file the 2004 annual report in July 2005, followed by the
quarterly reports for fiscal 2005, and to be able to timely file
its fiscal 2005 annual financial statement in September 2005.

Upon regaining currency in its financial reporting, the company
intends to apply for resumption of quotation of its stock on the
OTC Bulletin Board.

Dr. Pierce Carson, CEO, stated, "Bringing the financial reports
current is an important element in management's plan to place the
company on an improved financial footing.  Other elements of the
plan include raising of interim funding, restructuring of debt
with secured creditors and arrangement of $4.0-$6.0 million for
development of our mica and gold projects."

The company has provided for interim financing of its activities
by selling mica, on a limited basis, to key customers in the
plastics and cosmetic industries, and by selling its common stock
to accredited investors in private placements.

Dr. Carson said the company has received verbal, non-binding
expressions of interest for a larger project financing once it
becomes compliant in the filing of its financial statements and
its stock resumes trading on the OTC Bulletin Board.  He stated,
"If we are able to continue to secure interim financing,
restructure debt and in 2005 obtain the additional required
project financing, we believe that in 2006 the company could be in
a position to begin profitable mining operations."

The company announced also that a long-term supportive
shareholder, a Swiss-based industrialist, recently had increased
his stake in the company to more than 10 percent.  Two insiders
also hold more than 10 percent of the company's stock. The
respective shareholdings were disclosed in Section 13-G and 13-D
filings.

                      Going Concern Doubt

In its Form 10-K for the year ended June 30, 2003, the Company
reported that it:

    * has suffered recurring losses from operations,

    * is currently in default of all of its financial obligations,
      and

    * will require substantial additional funds to continue and
      develop operations.

These factors raise substantial doubt about the Company's ability
to continue as a going concern.

                           Defaults

In September 2001, Azco received a one-year $200,000 loan,
currently bearing interest at 12% per annum, from a sophisticated
investor and shareholder, Luis Barrenchea.  In connection with
this loan, Azco issued a warrant to purchase 250,000 shares of
Azco's common stock at $.40 per share.  In September 2002, the
loan was restructured and was payable in September 2003.  It
currently is in default.  The warrant vested in November 2001 and
was exercisable through September 4, 2003.

In October 2001, Azco received a one-year $100,000 loan, bearing
interest at 12% per annum, from Mr. Barrenchea.  In connection
with this loan, Azco issued a warrant to purchase 125,000 shares
of Azco's common stock at $.40 per share.  In October 2002, the
loan was restructured and was payable in October 2003.  It
currently is in default.  The warrant vested in December 2001 and
was exercisable through October 19, 2003.

In December 2001, Azco received a one-year $100,000 loan, bearing
interest at 12% per annum, from Mr. Barrenchea.  In connection
with this loan, Azco issued a warrant to purchase 125,000 shares
of Azco's common stock at $.40 per share.  In December 2002, the
loan was restructured and was payable in December 2003.  It
currently is in default.  The warrant vested in February 2002 and
was exercisable through December 3, 2003.

In March 2001, Lawrence G. Olson, Azco's Chairman and former
President and CEO, jointly with his wife, made an unsecured loan
to Azco in the amount of $800,000 at an interest rate equal to the
prime rate of interest as reported by Imperial Bank plus one
percentage point.

In conjunction with the loan, Mr. Olson received a warrant to
purchase 300,000 shares of common stock for $0.70 per share.  In
October 2001, Azco restructured the $800,000 loan agreement with
Mr. Olson.  Mr. Olson agreed to extend the note payable on
March 15, 2003, in consideration for 700,000 warrants to purchase
common stock at an exercise price of $0.40 per share.  The
warrants vested in December 2001 and expired in October 2003.

In addition, effective October 1, 2001, the interest rate payable
on the $800,000 Olson loan was adjusted from prime plus 1% to 12%
annually.  In June 2002, the loan was extended an additional year
and Azco entered into a security agreement with Mr. Olson, whereby
Azco's assets secured the loan.  The loan became payable in March
2004 and currently is in default.

The Company plans to negotiate a restructuring of the four loans,
totaling $1.2 million, in conjunction with the procurement of the
mica project financing if and when it becomes available.

                    Accountant Disagreements

On September 5, 2003, PricewaterhouseCoopers LLP resigned as the
independent registered public accounting firm for the Company.  In
connection with its audits for the fiscal years ending June 30,
2002, and June 30, 2001, and through September 5, 2003, there were
no disagreements with PwC on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to the
satisfaction of PwC, would have caused them to make reference
thereto in their reports on the financial statements for such
years.

On October 24, 2003 the Company engaged James E. Raftery,
Certified Public Accountant PC, located at 606 North Stapley
Drive, Mesa, AZ 85203, as the independent registered public
accounting firm to audit the Company's financial statements.

However, Mr. Raftery was unable to issue an audit report for the
Company, for the period ended June 30, 2003, and consequently, on
February 13, 2004, he resigned as the independent registered
public accounting firm for the Company.  Mr. Raftery was unable to
issue an audit report due to the fact that, as of the date of his
resignation, he had not received the final approval expected from
the Public Accounting Oversight Board to audit publicly traded
companies.  Regulations issued pursuant to the Sarbanes-Oxley Act
provide that on or after October 22, 2003, only accounting firms
approved by the PCAOB may issue audit reports with respect to
publicly traded companies.

Pursuant to Item 304 (a) (2) of Regulation S-K, the Company,
effective February 14, 2004, engaged Semple & Cooper, LLP, based
in Phoenix, Arizona, as the independent registered public
accounting firm to audit the Company's financial statements.

Azco Mining Inc. is a U.S.- based mining and exploration
enterprise with an emphasis on gold, copper and industrial
minerals.  Azco owns mineral lease rights to 90 square miles at
the Ortiz gold property in New Mexico, where previous exploration
has identified resources containing 2 million ounces of gold.
Azco also owns and operates the Black Canyon mica deposit in
Arizona, which contains a large resource of mica and byproduct
feldspathic sand.


B&A CONSTRUCTION: Creditors Must File Proofs of Claim by Aug. 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Gainesville Division, set Aug. 5, 2005, as the deadline for all
creditors owed money by B&A Construction Co., Inc., on account of
claims arising prior to Feb. 18, 2005, to file formal written
proofs of claim.

Creditors must deliver their claim forms to the:

       Clerk of Court
       U.S. Bankruptcy Court for the Northern District of Georgia
       121 Spring Street SE, Room 120
       Gainesville, GA 30501

A copy of each proof of claim should be furnished to Debtor's
counsel:

       J. Robert Williamson, Esq.
       Scroggins & Williamson
       1500 Candler Building
       127 Peachtreee Street, NE
       Atlanta, GA 30303

Headquartered in Gainesville, Georgia, B&A Construction Co., Inc.,
is a commercial, highway and residential grading contractor.  The
Company filed for chapter 11 protection on Feb. 18, 2005 (Bankr.
N.D. Ga. Case No. 05-20421).  J. Robert Williamson, Esq., at
Scroggins & Williamson represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it estimated assets and debts between $10 million to
$50 million.


BEAR STEARNS: Fitch Places Low-B Ratings on Six Mortgage Certs.
---------------------------------------------------------------
Bear Stearns Commercial Mortgage Trust 2005-PWR8, commercial
mortgage pass-through certificates, are rated by Fitch:

     -- $104,300,000 class A-1 'AAA';
     -- $46,500,000 class A-2 'AAA';
     -- $63,000,000 class A-3 'AAA';
     -- $128,000,000 class A-AB 'AAA';
     -- $1,020,394,000 class A-4 'AAA';
     -- $50,000,000 class A-4FL 'AAA';
     -- $1,765,243,294 class X-1* 'AAA';
     -- $1,721,945,000 class X-2* 'AAA';
     -- $150,046,000 class A-J 'AAA';
     -- $37,511,000 class B 'AA';
     -- $17,653,000 class C 'AA-';
     -- $26,478,000 class D 'A';
     -- $17,653,000 class E 'A-';
     -- $19,859,000 class F 'BBB+';
     -- $15,446,000 class G 'BBB';
     -- $17,652,000 class H 'BBB-';
     -- $8,826,000 class J 'BB+';
     -- $4,413,000 class K 'BB';
     -- $6,620,000 class L 'BB-';
     -- $6,620,000 class M 'B+';
     -- $2,206,000 class N 'B';
     -- $4,413,000 class P 'B-'.

     * Notional Amount and Interest Only.

Class Q is not rated by Fitch.  Classes A-1, A-2, A-3, A-AB, A-4,
A-4FL, X-2, A-J, B, C, and D are offered publicly, while classes
X-1, E, F, G, H, J, K, L, M, N, and P are privately placed
pursuant to rule 144A of the Securities Act of 1933.  The
certificates represent beneficial ownership interest in the trust,
primary assets of which are 193 fixed-rate loans having an
aggregate principal balance of approximately $1,765,243,294, as of
the cutoff date.


CACI INTERNATIONAL: Improved Financials Cue S&P's Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Arlington, Virginia-based CACI International Inc. to stable from
negative.  "The outlook revision follows several quarters of
strong performance, which have resulted in improvement to CACI's
financial and liquidity profiles," said Standard & Poor's credit
analyst Ben Bubeck.

Leverage now provides a cushion in the rating to support ongoing
acquisitions and/or a potential resolution to lawsuits surrounding
the company's alleged involvement in the abuse of prisoners in
Iraq of up to 3.5x operating lease-adjusted debt to EBITDA.  The
corporate credit and senior secured ratings are affirmed at 'BB'.

The ratings reflect the company's second-tier presence in a highly
competitive and consolidating market, as well as its acquisitive
growth strategy.  A predictable revenue stream based on a strong
backlog, the expectation that government-related business will
remain substantial over the intermediate term, and a moderate
financial profile for the rating are partial offsets to these
factors.

CACI is a provider of information technology services and
communications solutions, primarily to the federal government.
The company had approximately $457 million in operating lease-
adjusted debt as of March 2005.

Continued consolidation within the government IT services industry
has left CACI facing larger competitors with greater financial
resources and broader technical capabilities as the company
competes for new contracts.  While CACI continues to expand its
business, its ability to maintain its historically strong
recompete success rate (approximately 95% since 1997) will be
important as it faces an increasingly competitive bidding
environment.  A strong backlog, about $3.4 billion as of June
2004, offers a predictable source of revenue over the near to
intermediate term.


CAESARS ENT: Merger With Harrah's Cues Fitch to Lift Ratings
------------------------------------------------------------
Fitch Ratings has affirmed the long-term debt ratings of Harrah's
Operating Co., a wholly owned operating subsidiary of Harrah's,
Entertainment (NYSE: HET) and assigned a 'BBB-' rating to the new
$4 billion revolving credit facility due in April 2009.

At the same time, Fitch has resolved the Positive Rating Watch
status on the senior unsecured and subordinated debt ratings of
Caesars Entertainment (CZR) with respective upgrades to 'BBB-' and
'BB+'.  The rating action follows completion of Harrah's
acquisition of CZR on June 13, 2005.

With closing of the CZR acquisition, CZR has been merged into HOC,
a wholly owned operating subsidiary of HET, where virtually all
the debt and assets reside.  Pre-existing debt in the structure
currently benefits from a holding company guarantee, and as per
the governing indentures, allows HET to file consolidated
financial statements as a proxy for HOC.  HET is currently
soliciting consents from CZR bondholders to also allow HET to file
at the parent level, and in exchange will provide CZR debt with
the parental guarantee.  Fitch believes this to be a technical
issue that CZR bondholders will acquiesce to.  However, in the
event that CZR public debt holders do not consent, the debt will
not be guaranteed.

Fitch finds the resulting structural subordination of CZR notes
not meaningful given the very limited risk that HET would not
support the CZR debt ratably, and the fact that there are
virtually no assets at the holding company level.  As such,
regardless of the outcome of the consent offer (which should be
resolved in the next few weeks), CZR ratings will be equalized
with those of HOC.

Strategically, the acquisition allows HET to establish a stronger
presence on the Las Vegas Strip and reduces exposure to the more
volatile regulatory environments of regional riverboat markets.

While HET had expressed interest in building or buying discrete
property on the Strip, the purchase allows HET to immediately take
advantage of currently strong Las Vegas fundamentals in a more
meaningful way.  CZR's Las Vegas portfolio should also allow HET
to capture Total Rewards members who are bypassing Harrah's
current offerings in Las Vegas in favor of alternative properties.

Caesars' four prominent Strip properties include Caesars, Paris,
Bally's, and Flamingo, which are situated at one of the busiest
intersections at the center of the Strip.  In addition, HET should
be able to improve same store sales and efficiency at CZR
properties by implementing its industry-leading player tracking
systems and loyalty programs.  Returns on CZR's heavy capital
investment program over the past several years have been
disappointing and the upside exists in better asset utilization.

HET financed the cash portion of the CZR acquisition
($1.9 billion) with borrowings under its revolving credit
facility, increasing pro forma leverage to 4.3 times (x) at
closing.  Fitch expects Harrah's to end 2005 with pro forma
leverage of approximately 4.2x, versus actual 2004 leverage of
4.3x (which includes just six months of Horseshoe results).

Heavy capital expenditure plans in the range of $1.5 billion
should preclude significant debt reduction in 2005. However, an
anticipated drop-off in spending in 2006 and a full-year of CZR
results should produce ample free cash flow for the company to
deliver to levels appropriate for the rating (below 4.0x) by the
end of 2006.

While closing leverage is high for the rating category, Fitch
notes that this is consistent with Harrah's historical capital
structure policies with rapid improvement in leverage following
acquisition-related debt increases.  With revolver capacity
upsized to $4 billion at closing, liquidity remains solid, with
roughly $2 billion remaining in available funds.  Based on current
projections, cash from operations combined with revolver
availability and cash-on-hand appear adequate to support the
company's growth initiatives, meet debt maturities, and pay
dividends through at least year-end 2006.

Ratings reflect the company's large and diversified portfolio of
casinos, significant cash flow generation, nationally recognized
brands, good quality assets, geographic diversity,
marketing/technical prowess, and financially conservative
management team.

Harrah's achieves strong same-store growth through its industry-
leading Total Rewards loyalty program and capital investment in
existing properties.  Strong external growth has been achieved
largely through strategic acquisitions, with numerous large-scale
acquisitions successfully closed and integrated into the portfolio
over the past five years, including Showboat, Inc. ($1 billion),
Rio Hotel & Casino ($987 million), Players International ($439
million), Harvey's Casino Resorts ($712 million), and Horseshoe
Gaming ($1.6 billion).

Ongoing risks include the potential for further run-up in leverage
due to future acquisitions or development opportunities, potential
regulatory changes and/or tax increases (particularly in riverboat
jurisdictions), and competitive threats to Illinois, Atlantic
City, and northern Nevada.  As Harrah's largest acquisition to
date, integration risks remain a key concern.

The Stable Rating Outlook reflects Fitch's expectation that
Harrah's will improve credit metrics to levels more appropriate
for the credit within 18 months of closing.  The rating(s) and
Outlook would be adversely affected if HET is unable to reduce
debt in a timely manner or chooses to pursue additional large-
scale debt-financed acquisitions, growth projects, and/or share
repurchases.


CALPINE CORP: S&P Junks Planned $650 Million Convertible Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent
convertible notes due 2015.

Proceeds from the issue will be used to redeem in full its High
Tides III preferred securities.  The company will use the
remaining net proceeds to repurchase a portion of the outstanding
principal amount of its 8.5% senior unsecured notes due 2011.

The outlook is negative.  The San Jose, California-based company,
which develops, acquires, owns, and operates power generation
facilities, has about $18 billion of total debt outstanding.

"The ratings on Calpine reflect the company's reliance on asset
sales and contract monetizations to meet its interest payments and
other fixed obligations in 2005 and 2006," said Standard & Poor's
credit analyst Jeffrey Wolinsky.

In addition, Calpine faces uncertain prospects for improvements in
power markets, making it unlikely that Calpine will be able to
meet these obligations with internal cash flow generation.

The negative outlook reflects Calpine's weak financial ratios and
expected negative funds from operations for 2005.


CAPITAL ACQUISITIONS: Welland Wants Involuntary Case Dismissed
--------------------------------------------------------------
Roy G. Welland, a secured creditor of Capital Acquisitions and
Management Corporation, asks the U.S. Bankruptcy Court for the
Northern District of Illinois to dismiss the Involuntary Chapter
11 Petition filed against the Debtor.

The Debtor is under the control of LePetomane XII, Inc., a federal
Receiver appointed by the Honorable Judge Robert W. Gettleman of
the U.S. District Court for the Northern District of Illinois.

In Jan. 2005, LePetomane auctioned the largest assets of the
Debtor, a $2.5 billion [sic.] portfolio of consumer accounts, for
$6.8 million plus other consideration.

The Receivership Court approved LePetomane's sale of the Debtor's
portfolio of consumer accounts.  The Debtor's business operations
had ceased and its main asset had been liquidated into cash.

Mr. Welland asserts that he holds a $6.2 million claim against the
Debtor.  He also acquired other claims in the Receivership Case
for $350,000 and $640,000.  In the Bankruptcy Case, Mr. Welland
acquired the claims of the Petitioning Creditors:

   Petitioning                  Amount         Amount
   Creditors                   of Claim          Paid
   -----------                 --------        ------
   Bayview Loan              $1,646,827    $1,640,000
   Servicing, LLC         plus interest

   The TransInvest             $999,759       $45,000
   Group/75 Canton LLC    less landlord
                               Claim of
                               $202,500

   Rushmore Northwoods         $163,848       $20,000
   Business Center, LLC   less landlord
                               Claim of
                                $84,000

   Proficient Data              $56,475       $15,000
   Management, Inc.

The total amount of Mr. Welland's claim against the Debtor is
$10,056,908.

LePetomane estimated that the total amount of claims existing
against the Debtor range between $12 million to $18 million.  If
the total claim amount is $18 million, then Mr. Welland owns or
controls 60% of all claims.  If the total claim amount is
$12 million, then Mr. Welland's percentage of ownership is as high
as 85%.

Mr. Welland lists seven reasons as grounds for the dismissal of
the Involuntary Chapter 11 Case:

   (a) The four Petitioning Creditors have sold their claims and
       do not wish to continue to prosecute the Involuntary
       Chapter 11 Case;

   (b) Mr. Welland, as assignee of the Petitioning Creditors, does
       not wish to prosecute the Involuntary Chapter 11 Case;

   (c) Mr. Welland owns at least the majority and probably an
       overwhelming amount of the debt of the Debtor and does not
       wish the bankruptcy case to proceed;

   (d) Mr. Welland holds a security interest on the assets of the
       Debtor leaving no equity for any other creditor;

   (e) Under the terms of the Stipulated Preliminary Injunction
       entered in the Receivership Case, the Debtor's officers and
       directors are unable to perform the functions and duties of
       a debtor-in-possession in the Involuntary Case;

   (f) With the Receiver's closure of the Debtor's business and
       the sale of the Debtor's main assets in the form of the
       portfolio of consumer accounts, there is no business or
       assets left to reorganize for the benefit of creditors,
       thereby frustrating the purpose of a Chapter 11 case; and

   (g) A liquidation of the Debtor's remaining assets and a
       distribution of the proceeds of the liquidation of its
       assets can be accomplished as quickly and efficiently in
       the Receivership Case as in the Chapter 11 case.

The Honorable Judge Pamela Hollis set the hearing to consider Mr.
Welland's request at 10:30 a.m. on July 7, 2005, in Courtroom 644,
219 South Dearborn Street located in Chicago, Illinois.

Headquartered in Chicago, Illinois, Capital Acquisitions and
Management Corporation is under receivership and LePetomane
Companies is the appointed Receiver.  On April 4, 2005, an
involuntary petition was filed by Bayview Loan Servicing, LLC, The
TransInvest Group/75 Canton LLC, Rushmore Northwoods Business
Center, LLC, and Proficient Data Management, Inc. (Bankr. N.D.
Ill. Case No. 05-12554).  Matthew T. Gensburg, Esq., and Sherri
Morissette, Esq., at Greenberg Traurig, LLP, Domenic J. Lupo,
Esq., at O'Brien & O'Brien, Amy Alcoke Quackenboss, Esq., at
Hunton & Williams LLP, and Stephanie Friese, Esq., at Friese &
Price Law Firm, LLC, represent the petitioners.  The petitioners'
total claim against the Debtor is $2,866,909.


CARAUSTAR INDUSTRIES: Closes Palmer Carton Plant to Save $1.2 Mil.
------------------------------------------------------------------
Caraustar Industries, Inc. (Nasdaq: CSAR) reported the closure of
its Palmer Carton Plant in Thorndike, Massachusetts, a folding
carton plant of the Custom Packaging Group.

The closure of this facility is a continuation of the previously
announced initiative to right-size operations to better utilize
capacity and achieve greater cost efficiencies.  Associated with
this closure, Caraustar will incur total costs of approximately
$1.9 million.  Of the total costs, $800,000 will be a
restructuring charge consisting of severance and other contractual
obligations.  The remaining $1.1 million will be cash costs that
consists of fixed asset impairment and equipment relocation costs
and will be expensed over the remainder of 2005.  The
rationalization of this facility is expected to generate annual
pre-tax savings of approximately $1.2 million.

This facility will continue to operate until July 15, 2005 to
facilitate customer transition, at which time customers will be
served by other Caraustar operations.  Approximately 70 salaried
and hourly employees will be affected by this closure.  Caraustar
will provide these employees with a separation program including
severance pay, benefits continuation and job placement assistance.

Caraustar Industries, a recycled packaging company, is one of the
world's largest integrated manufacturers of converted recycled
paperboard.  Caraustar has developed its leadership position in
the industry through diversification and integration from raw
materials to finished products.  Caraustar serves the four
principal recycled boxboard product end-use markets: tubes, cores
and composite cans; folding cartons; gypsum facing paper and
specialty paperboard products.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2005,
Standard & Poor's Ratings Services lowered its ratings on recycled
paperboard producer, Caraustar Industries Inc., including its
corporate credit rating, to 'B+' from 'BB-', and its senior
secured bank loan rating, to 'BB-' from 'BB'.  The outlook is
stable.

The downgrade reflects Austell, Georgia-based Caraustar's
persistent subpar credit metrics because of weak earnings and its
aggressive capital structure.  Total debt, including capitalized
operating leases, at March 31, 2005, was $550 million, with debt
to EBITDA of 9x.

"Despite noticeably improved industry capacity utilization rates,
the potential for modestly higher prices, and ongoing cost-savings
efforts, we do not foresee sufficient improvement in Caraustar's
financial performance to maintain the former ratings," said
Standard & Poor's credit analyst Pamela Rice.  "Caraustar's
earnings should improve in 2005, resulting in credit protection
measures more in line for the current ratings. The outlook could
be revised to negative if market conditions worsen, if the company
is unable to realize sufficient benefits from its cost reduction
efforts, or if it is unable to raise selling prices to at least
offset rising raw-material costs.  Caraustar's business profile
could support a slightly higher rating; however, a positive
outlook is unlikely to occur unless the company successfully
addresses is highly leveraged capital structure."

Caraustar's earnings woes are mostly related to unfavorable
industry dynamics despite consolidation and vigorous capacity-
rationalization efforts.

"We believe that the company will benefit from its efforts to
reduce costs and centralize procurement, but realization of its
recently announced price increase is necessary to avoid further
margin compression," Ms Rice said.


CAROLINA TOBACCO: Hires Cline Williams as Litigation Counsel
------------------------------------------------------------
Carolina Tobacco Company sought and obtained permission from the
U.S. Bankruptcy Court for the District of Oregon to retain Cline,
Williams, Wright, Johnson & Oldfather, LLP, as its litigation
counsel.

In particular, Cline Williams will represent the Debtor against
Mary Jane Egr [Lancaster County District Court for the State of
Nebraska Case Nos. C103-3378 and C104-2261].

Cline Williams will prepare and file all documents necessary to
stay the cases and take all necessary actions against Mary Jane
Egr.

The lead attorneys at Cline Williams who will represent the Debtor
and their current hourly billing rates are:

         Professional                 Rate
         ------------                 ----
         Andrew D. Strotman, Esq.     $180
         Shawn Renner, Esq.           $180
         Brian Adams, Esq.            $130

To the best of the Debtor's knowledge, Cline Williams is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Portland, Oregon, Carolina Tobacco Company --
http://www.carolinatobacco.com/-- manufactures the Roger-brand
cigarettes.  The Company filed for chapter 11 protection on
April 18, 2005 (Bankr. D. Ore. Case No. 05-34156).  Tara J.
Schleicher, Esq., at Farleigh Wada & Witt P.C. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$24,408,298 and total debts of $14,929,169.


CAROLINA TOBACCO: Edward Hostmann Approved as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon gave Carolina
Tobacco Company permission to employ Edward Hostmann, Inc., as its
financial advisor during its bankruptcy proceeding.

Edward Hostmann will:

   a) prepare a budget as requested by the States [sic];

   b) assist the Debtor in preparing projections for dealing with
      escrow deficiencies; and

   c) prepare other necessary financial matters as the Debtor
      will request.

The Debtor paid Edward Hostmann a $50,000 retainer.  The
professionals who will provide financial-related services to the
Debtor and their current hourly billing rates are:

        Professional                Rate
        ------------                ----
        Edward C. Hostmann          $365
        Miles Stover                $330
        Peter Lahni                 $295
        Joanne Conway               $195

To the best of the Debtor's knowledge, Edward Hostmann, Inc.,
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Portland, Oregon, Carolina Tobacco Company --
http://www.carolinatobacco.com/-- manufactures the Roger-brand
cigarettes.  The Company filed for chapter 11 protection on
April 18, 2005 (Bankr. D. Ore. Case No. 05-34156).  Tara J.
Schleicher, Esq., at Farleigh Wada & Witt P.C. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$24,408,298 and total debts of $14,929,169.


CATHOLIC CHURCH: Spokane Wants to Hire BMC Group as Claims Agent
----------------------------------------------------------------
Due to the need for confidentiality of certain proofs of claim and
the need for publication of the claims bar date notice, the
Diocese of Spokane seeks authority from the U.S. Bankruptcy Court
for the Eastern District of Washington to employ BMC Group, Inc.,
to develop notice procedures for the Claims Bar Date and assist
the Diocese in administering the claims.

BMC specializes in providing comprehensive consulting and
bankruptcy data management services to Chapter 11 debtors to
streamline and manage the administrative burdens imposed on them.
BMC's services include, but are not limited to, claims receipt and
recordation, acting as information agent, reconciliation of claims
as well as administration of plan of reorganization votes and
distributions under the plan of reorganization.  BMC has
experience in developing claims notice procedures and
administering claims process in cases similar to the Diocese's
case, including the bankruptcy of the Archdiocese of Portland in
Oregon.

As Spokane's Claims Agent, BMC will:

   (a) assist Spokane and the Office of the Clerk of the
       Bankruptcy Court with noticing and tort claims docketing;

   (b) prepare and serve the notices required in the bankruptcy
       case as requested by the Diocese;

   (c) receive, record, and maintain copies of all proofs of
       claim and proofs of interests filed in the Chapter 11
       case;

   (d) create and maintain the official claims register;

   (e) receive and record all transfers of claims;

   (f) maintain an up-to-date mailing list for all entities who
       have filed proofs of claim or requests for notices in the
       bankruptcy case;

   (g) assist Spokane with the administrative management,
       reconciliation, and resolution of claims;

   (h) mail and tabulate ballots for purposes of plan voting;

   (i) assist Spokane with the production of reports, exhibits
       and schedules of information of use by the Diocese or to
       be delivered to the Court, the Clerk's Office, the U.S.
       Trustee, or third parties;

   (j) provide other technical and document management services
       of a similar nature requested by Spokane or the Clerk's
       office; and

   (k) facilitate or perform distributions.

BMC will also provide computer software support, educate and train
the Diocese in the use of the support software, provide standard
reports, as well as consulting and programming support for the
Diocese's requested reports, program modifications, database
modification, and other features.

Spokane will pay BMC based on its hourly consulting fee, which
ranges from $45 to $300.  Spokane will also reimburse BMC for any
necessarily incurred out-of-pocket reasonable expenses.  Travel
time will be billed at one-half of BMC's applicable hourly rate.

In connection with noticing and publication services, upon BMC's
request, Spokane agrees to prepay BMC's estimated publication or
postage amounts with respect to each notice, or will authorize BMC
to cause the courier's charges to be stated to Spokane's own
account with the courier.

BMC will invoice the Diocese for fees and expenses.  If any amount
is unpaid as of 30 days from the receipt of the invoice, Spokane
will pay a late charge, calculated as 1-1/2% interest on the
amount paid, accruing from the invoice date.  In case of a dispute
in the invoice amounts, notice will be given to BMC within 25 days
of receipt of the invoice by Spokane.  Interest will not accrue on
any amounts in dispute.  The balance of the invoice amount is due
and payable in the normal course.

Tinamarie Feil, vice president of the BMC Group, assures Judge
Williams that her firm does not hold or represent any interest
adverse to the Diocese, and is "disinterested" within the meaning
of Section 101(14) of the Bankruptcy Code.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Wants to Assume Catholic Foundation Lease
-----------------------------------------------------------------
The Diocese of Tucson seeks authority from the U.S. Bankruptcy
Court for the District of Arizona to assume a lease dated
June 30, 2003, with the Catholic Foundation for the Diocese of
Tucson for the Pastoral Center building located at 111 South
Church Avenue in Tucson, Arizona.

The Diocese and the Catholic Foundation, an Arizona non-profit
corporation, are the only parties with an interest in the Triple
Net Lease.

Kasey C. Nye, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, relates that the Pastoral Center has recently
been renovated and houses substantially all of the Diocese's
operations.  Furthermore, the Diocese is paying below market rent.
Based on these and other factors, the Diocese believes that
assuming the lease is in the best interest of its operations,
ministry, estate and creditors.

Mr. Nye says the Diocese has never defaulted under the Lease and
emergence from Chapter 11 provides sufficient adequate assurance
of future performance.  Accordingly, no cure is required for the
assumption.

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. 31;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHI-CHI'S: Wants to Pay $4.2 Million to Five Hepatitis A Victims
----------------------------------------------------------------
Chi-Chi's, Inc., asks the U.S. Bankruptcy Court for the District
of Delaware for authority to pay five Hepatitis A claimants for an
aggregate amount of $4,202,000.

The Hepatitis A outbreak at the Beaver Valley Chi-Chi's arose from
exposure to contaminated green onions.  Despite the fact that only
one of Chi-Chi's restaurant was involved, approximately 600
customers and 13 employees contracted the disease.  The number of
positive Hepatitis A cases has been ascertained through medical
confirmation and investigation protocol performed and verified by
the Pennsylvania Department of Health.

The settlement will be covered by the Debtors' insurance policies,
which provide aggregate coverage of $51 million for the Hepatitis
A claims.

Headquartered in Irvine California, Chi-Chi's, Inc., is a direct
or indirect operating subsidiary of Prandium and FRI-MRD
Corporation and each engages in the restaurant business.  The
Debtors filed for chapter 11 protection on October 8, 2003 (Bankr.
Del. Case No. 03-13063-CGC).  Bruce Grohsgal, Esq., Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., and Sandra Gail McLamb,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtor filed for bankruptcy, it estimated $50 to $100 million in
assets and more than $100 million in liabilities.


CHIQUITA BRANDS: S&P Rates $275 Million Bank Loans at B+
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' ratings and
'3' recovery ratings to Chiquita Brands LLC's $150 million
revolving credit facility and $125 million term loan B, due 2010
and 2012, respectively.  The recovery rating indicates that
lenders can expect meaningful (50% to 80%) recovery of principal
in the event of a payment default.

In addition, Standard & Poor's assigned its 'BB-' rating and a '1'
recovery rating to Chiquita Brands LLC's $375 million term loan B
due 2012, indicating that lenders can expect full (100%) recovery
of principal in the event of a payment default.

Standard & Poor's also assigned its 'B-' rating to Chiquita Brands
International Inc.'s $225 million senior unsecured notes due 2015.

Standard & Poor's has withdrawn all issue ratings assigned on
March 28, 2005, but were not issued.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Chiquita Brands International.

The outlook is negative.  The Cincinnati, Ohio-based fresh fruit
and vegetable producer and distributor is expected to have about
$1.1 billion in total debt outstanding at closing.

Proceeds from the new credit facilities and note issuance will be
used to finance Chiquita's $855 million acquisition of the Fresh
Express unit of Performance Food Group and for other general
corporate purposes, including permitted acquisitions.


CII CARBON: Moody's Rates $270MM Senior Secured Term Loan at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to CII Carbon
L.L.C.'s $220 million guaranteed senior secured Term Loan, a B1
rating to its $50 million guaranteed senior secured revolver and a
B1 Corporate Family Rating (previously called the Senior Implied).

This is the first time Moody's has rated CII.

Proceeds from the bank borrowings will be used to fund CII's
purchase of Venture Coke Company, a privately owned coke calcining
joint venture, and to refinance existing indebtedness.  The
ratings assume that the transaction will close in the amounts and
along the terms as presented to Moodys.  The rating outlook is
stable.

The B1 Corporate Family Rating (previously called the Senior
Implied) considers:

   * CII's relatively small revenue base;

   * increased leverage following the Venco acquisition;

   * exposure to cyclical demand and production rates of the
     primary aluminum industry; and

   * a relatively small number of both key suppliers for green
     coke raw material requirements and customers, i.e., aluminum
     smelters to which calcined coke is sold for use in the
     production of carbon anodes.

The rating is supported by:

   * the relative stability of CII's revenues;

   * its free cash flow generating ability, even during the down
     years for aluminum in 2001-2003;

   * long-term relationships with customers as well as raw
     material suppliers; and

   * ancillary revenues derived from energy sales.

In addition, CII's increased capacity (to 1.8 million tons),
market share following completion of the Venco acquisition
(roughly 17%, second largest global producer behind Great Lakes
Carbon) and slightly broader product offerings, with the ability
to serve the TiO2 market for calcined petroleum coke, are
favorable considerations in the rating.  Importantly, the
acquisition will also provide CII with a multi-year green coke
supply contract with a new supplier.

The stable outlook reflects Moody's view that while this
acquisition will result in increased financial leverage, the
current outlook for CII's end-use markets, principally calcined
coke for carbon anode production for the aluminum smelting
industry, should remain reasonably robust through 2006, allowing
CII to utilize anticipated free cash flow to reduce debt.  As
aluminum cannot be produced without calcined coke as part of the
smelting process, CII's performance is more sensitive to aluminum
production levels rather than aluminum prices.

Aluminum production has grown every year since 2001 and Moody's
does not expect production levels to evidence significant
cutbacks.  As a result, CII's earnings and cash flow generation
are expected to show relative stability over time.  Its ratings
could be upgraded should the company maintain leverage, as
measured by the debt/EBITDA ratio, at less than 3.5x.  Ratings
could be downgraded if leverage were to increase from existing
levels or should free cash flow turn consistently negative.

These ratings were assigned:

   1) B1 - Corporate Family Rating (previously called the Senior
      Implied Rating)

   2) B1 - $220 million 7-year guaranteed senior secured Term Loan

   3) B1 - $50 million 5-year guaranteed senior secured revolver

CII is a leading producer of calcined coke, the key raw material
required for the production of carbon anodes used in the
electrochemical aluminum smelting process with a consumption rate
of approximately 0.4 pounds of anode grade calcined coke to each
pound of primary aluminum produced.  Green coke, a petroleum
refining by-product, represents approximately 70% of the cost of
making calcined coke, with raw material costs and selling prices
tending to move in tandem.  There is no known economic substitute
for anode grade calcined coke.

The company is relatively small with acquisition adjusted pro-
forma revenues of $326 million for the LTM period ending June 30,
2005.  Leverage following the acquisition will be between 3.75x
and 4.5x as measured by the pro-forma debt to LTM EBITDA ratio.
Given the current favorable industry operating conditions and
strategic benefits from the acquisition of Venco, Moody's expects
CII to be able to reduce leverage within a reasonable time frame.
Although margin growth on the upside may be limited, relatively
stable performance is expected, even during more difficult
aluminum industry conditions, given the characteristics of the
business.

Moody's also considers that CII has a limited number of raw
material suppliers.  Although the long term nature of these
relationships is important, any one would be difficult to replace.
CII's customer concentration is also high; however, Moody's
recognizes the close relationship between CII and its customers
given the stability and critical knowledge required to ensure
timely and quality supplies of calcined coke product.

Moody's expects that CII's results will continue to demonstrate
relative stability in the near term.  Current aluminum demand
should continue healthy and current calcined coke production
globally is nearing capacity.  Moody's note the market for
calcined coke is a global one, evidenced by the fact that
approximately 83% of CII's production is exported, although this
will decrease following the acquisition to around 55%.  While the
end market is global, the supplier base is local and CII's
proximity to refineries, which produce the green coke needed, is a
strategic benefit to its business.  CII's revenue base also gains
a degree of stability from the company's ability to sell steam and
electricity generated as waste heat in the calcining process to
nearby industrial or electrical plants.  Energy earnings represent
an important contribution to gross profit.

The B1 ratings on the guaranteed senior secured bank facilities,
secured primarily by all assets of the company, reflect their
position as the only financial debt component of the capital
structure.  The rating also reflects the limited collateral value
available in a distressed situation.  The $220 million Term Loan
amortizes quarterly.  The bank facility also requires mandatory
prepayments from a portion of excess cash flows and contains
financial covenants governing leverage and coverage ratios.  Given
the existing favorable industry conditions, Moody's expects CII to
be able to reduce debt by amounts greater than scheduled
amortization over the next two years, thereby improving its
leverage position.

CII Carbon LLC, headquartered in New Orleans, Louisiana, is a
leading producer of anode grade calcined coke for use in the
aluminum production process.


CII CARBON: S&P Rates Proposed $270 Mil. Sr. Sec. Facility at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating and stable outlook to calcined coke processor CII
Carbon LLC.  At the same time, Standard & Poor's assigned its 'B+'
bank loan rating and '3' recovery rating to the company's proposed
$270 million senior secured credit facility.  The '3' recovery
rating indicates the likelihood of meaningful (50%-80%) recovery
of principal in event of a payment default.

Proceeds from the credit facility and cash balances will be used
by the New Orleans, Louisiana-based company to acquire unrated-
Venture Coke Company, a joint venture between ConocoPhilips Co.
and a private equity firm.

With this acquisition, CII, a relatively small company, will
become the second-largest producer of calcined petroleum coke with
the capacity to produce 1.8 million tons, accounting for
approximately 17% of market share in the western hemisphere.  The
majority of CII Carbon's CPC production is anode-grade and is sold
to the aluminum industry as a key component in carbon anodes,
which are used in the aluminum smelting process to produce
aluminum.  The remaining capacity is used to produce industrial-
grade CPC, to make titanium dioxide (widely used as a brilliant
white pigment for paint, plastics, and paper) as well as in other
non-aluminum applications.

"CII benefits from its good position in a niche industry. Long-
term customer and supplier relationships, relatively stable
spreads between raw petroleum coke and CPC, lack of product
substitution for CPC, and cash flow derived from its energy sales,
support the ratings," said Standard & Poor's credit analyst
Kenneth Farer.  "However, given its leverage position, CII still
remains vulnerable to the volatile and cyclical aluminum industry,
new low-cost CPC capacity and supplier concentration."

Mr. Farer added, "We do not expect a significant decline in the
aluminum industry over the intermediate term, which should allow
for some debt reduction.  The outlook could be revised to negative
if aluminum production declines significantly or new capacity
reduces CPC prices or CII's market share.  An outlook revision to
positive could occur if the company commits to a very conservative
financial policy and profile."

CII Carbon's $270 million senior secured bank facility will be
comprised of a $50 million revolving credit facility, which
matures in 2010, and a $220 million term loan, which matures in
2012.  The term loan has quarterly reductions, which total $2.2
million per year.  The remaining balance of approximately $205
million will be due in 2012.  The rating on the bank facility is
based on preliminary terms and conditions.

The borrower under the bank facility is CII Carbon, and CII
Carbon's current and future subsidiaries guarantee the borrowings
under the bank facility.  The bank facility is secured by first-
priority, perfected liens on substantially all current and future
tangible and intangible assets of the company and its capital
stock.  Future fixed-energy assets may be pledged as collateral to
finance the acquisition of the assets.


CIMAREX ENERGY: S&P Rates $320 Million Senior Notes at B+
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Cimarex Energy Co.  At the same time, Standard &
Poor's assigned its 'B+' senior unsecured debt rating to the
$195 million senior notes due 2012 and $125 million senior notes
due 2023 being assumed from the acquisition of Magnum Hunter
Resources Inc.  The outlook is stable.

Denver, Colorado-based Cimarex has roughly $544 million of debt.

"The ratings on Cimarex reflect risks associated with the
acquisition of Magnum Hunter, which more than doubles Cimarex's
size and a somewhat higher-than-average cost structure for the
combined entity relative to peers," said Standard & Poor's credit
analyst Paul B. Harvey.  "Somewhat mitigating these concerns are a
record of good execution by management, a sizable onshore reserve
base, relatively conservative reserve accounting, a commitment to
maintaining low debt leverage, and a focus on growth through the
drillbit," he continued.

The stable outlook reflects expectations of near-term debt
repayment and the successful integration of Magnum Hunter into
Cimarex, mitigated by potentially volatile earnings due to
Cimarex's lack of hedging and a high cost structure.

Positive rating actions are possible, if Cimarex can lower its
cost structure, successfully manage the integration of Magnum
Hunter, and reduce debt on a per boe basis to allow it to better
perform in a midcycle pricing environment.  However, if Cimarex
pursues additional acquisitions, causing the company to incur
significant additional debt (which Standard & Poor's currently
views as unlikely) the outlook could be revised to negative.


CITIGROUP MORTGAGE: Fitch Holds Low-B Ratings on 2 Class B Certs.
-----------------------------------------------------------------
Fitch Ratings has affirmed these classes of Citigroup Mortgage
Loan Trust's two issues:

   Series 2004-1

     -- Class A at 'AAA'.

   Series 2004-HYB1

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

The affirmations, affecting approximately $311 million of
outstanding certificates, reflect asset performance and credit
enhancement levels generally consistent with expectations.

As of the May distribution date, the CE levels for all classes
from series 2004-1 and 2004-HYB1 have increased modestly since
origination.  There are currently no loans in series 2004-1 that
are 90 plus delinquent (including bankruptcies, foreclosures, and
real estate owned), 47% of the collateral has paid down, and there
have been no losses.

In series 2004-HYB1, there are six loans, totaling $3,162,667, in
foreclose and real estate owned.  However, Fitch believes that the
non-rated B-6 class will absorb any losses that result from the
future liquidation of these loans and, thus, these delinquent
loans do not present a credit risk to the rated classes of the
transaction.  As of the May distribution, 46% of the collateral
has paid down, and there have been no losses.

The collateral for series 2004-1 consists of conventional, fixed-
rate seasoned mortgage loans secured by first liens on one- to
four-family residential properties.  The collateral for series
2004-HYB1 consists of conventional, adjustable-rate mortgage loans
secured by first liens on one- to four-family residential
properties.


CONSTELLATION BRANDS: S&P Affirms BB Rating and Removes Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and other ratings on alcoholic beverage producer and
distributor Constellation Brands Inc.

At the same time, ratings were removed from CreditWatch where they
were placed with negative implications on April 28, 2005.  The
CreditWatch listings followed the company's confirmation that it
was part of a consortium considering a potential takeover of
Allied Domecq PLC (BBB+/Watch Neg/A-2).  The ratings affirmation
and removal from CreditWatch follows Constellation's recent
announcement that it is no longer planning to pursue an offer for
Allied Domecq.

The outlook is negative. At Feb. 28, 2005, Fairport, New York-
based Constellation had about $3.29 billion of total debt
outstanding.


CREDIT SUISSE: Fitch Affirms Low-B Ratings on $64M Mortgage Certs.
------------------------------------------------------------------
Credit Suisse First Boston's commercial mortgage pass-through
certificates, series 2003-CK2, are upgraded by Fitch Ratings:

     -- $32.1 million class B to 'AA+' from 'AA';
     -- $12.4 million class C to 'AA' from 'AA-';
     -- $29.6 million class D to 'A+' from 'A';
     -- $12.4 million class E to 'A' from 'A-'.

In addition, Fitch affirms the following classes:

     -- $79.6 million class A-1 'AAA';
     -- $196 million class A-2 'AAA';
     -- $109 million class A-3 'AAA';
     -- $364.3 million class A-4 'AAA';
     -- Interest-only class A-X 'AAA';
     -- Interest-only class A-SP 'AAA';
     -- $12.4 million class F 'BBB+';
     -- $3.6 million class GLC 'BBB+';
     -- $19.8 million class G 'BBB';
     -- $14.8 million class H 'BBB-';

     -- $17.3 million class J 'BB+';
     -- $17.3 million class K 'BB';
     -- $4.9 million class L 'BB-';
     -- $13.6 million class M 'B+';
     -- $6.2 million class N 'B';
     -- $4.9 million class O 'B-'.

Fitch does not rate the $17.3 million class P or $14.7 million
class RCKB certificates.

The upgrades are due to an increase in credit enhancement and the
pool's stable performance since issuance.  As of the June 2005
distribution date, the pool's aggregate certificate balance has
decreased 2.4%, to $982 million from $1 billion at issuance.  To
date, there have been no loan payoffs or losses.

The largest loan in the pool, Great Lakes Crossing (8.63%)
maintains an investment grade credit assessment.  The servicer's
year-end 2004 reported net operating income increased 8.5% versus
YE 2003 NOI.  Occupancy at the 1.14 million square foot retail
center declined slightly to 90% from 91% during 2004.

Currently, there are two loans totaling 0.69% in special
servicing.  Fitch does not expect losses on either specially
serviced loan.  The largest specially serviced loan (0.55%) is a
224-unit multifamily property in Arlington, TX, and is currently
60 days delinquent.  The borrower is currently paying delinquent
debt service payments following the end of a forbearance
agreement.  Once the loan's status becomes current in its
payments, the special servicer expects to transfer the loan back
to the master servicer.


CREDIT SUISSE: Moody's Rates Class B-2 Sub. Certificates at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Credit Suisse First Boston Mortgage
Securities Corp. and ratings ranging from Aa1 to Ba2 to the
mezzanine and subordinate certificates in the deal.

The securitization is backed by fixed-rate, conventional, fully
amortizing and balloon, primarily second lien residential mortgage
loans with original terms to stated maturity of up to 30 years.
The loans were originated by various originators and acquired by
DLJ Mortgage Capital, Inc.

According to Michael Labuskes, Associate Analyst, "The ratings are
based primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, and excess
spread."

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

The complete rating actions are:

Home Equity Mortgage Trust 2005-1, Home Equity Mortgage Pass-
Through Certificates Series 2005-1

   * Class A-1 rated Aaa
   * Class M-1 rated Aa1
   * Class M-2 rated Aa2
   * Class M-3 rated Aa3
   * Class M-4 rated A1
   * Class M-5 rated A2
   * Class M-6 rated A3
   * Class M-7 rated Baa1
   * Class M-8 rated Baa2
   * Class M-9 rated Baa3
   * Class B-1 rated Ba1
   * Class B-2 rated Ba2


CSC HOLDINGS: Moody's Reviews B1 Rating of $4.2 Bil. Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service placed all ratings for Cablevision
Systems Corporation and CSC Holdings, Inc., a wholly owned
subsidiary of CVC, on review for downgrade following the Dolan
family's announcement of a proposal to acquire Cablevision's cable
assets.  Under the proposed transaction, credit metrics would
deteriorate meaningfully as debt of the cable operations would
increase to approximately 9 times EBITDA from just under 6 times
range.

These ratings are now under review for downgrade:

Cablevision Systems Corporation:

   -- Corporate Family Rating -- Ba3
   -- $500 Million New Floating Rate Notes due 2009 - B3
   -- $1 Billion New Senior Unsecured Notes due 2012 - B3

CSC Holdings, Inc.:

   -- $4.2 billion aggregate senior unsecured notes -- B1

   -- $250 Million of 10.5% Senior Subordinated Debentures
      due 2016 - B2

The proposed transaction includes the spin off of the assets of
Rainbow Media Holdings to all Cablevision shareholders on a pro
rata basis.  In a separate press release, Moody's expanded the
review for upgrade of ratings on the debt at Rainbow National
Services LLC.

Moody's will evaluate the likely effect of the proposed financing,
specifically the increase in leverage and the composition of the
debt.  Moody's estimates debt will increase to approximately 9.1
times EBITDA pro forma for the transaction and based on estimated
2005 EBITDA, from approximately 5.8 times (based on estimated June
2005 cable debt and estimated 12 months EBITDA through June 30,
2005).  In analyzing Cablevision's cable operations, Moody's
focuses on the debt currently called Restricted Group debt and the
bonds at CVC; cash flow from the consumer and business (Lightpath)
cable assets service this debt.

The extent of the likely downgrade (potentially one notch or two)
is unclear at this time.  Notwithstanding this substantial
increase in leverage, the proposed transaction simplifies the
organization and would allow management to focus on the cable
operations free from numerous distractions which have to date
negatively impacted the rating.  Moody's may conclude the review
prior to the close of the transaction as the size and structure of
the financing and its effect on Cablevision becomes clear.

Cablevision Systems Corporation, through its wholly owned
subsidiary CSC Holdings, Inc., is a top-ten domestic pay
television service provider serving approximately 3 million cable
subscribers in and around the New York metropolitan area.  The
company maintains its headquarters in Bethpage, New York.


DLJ MORTGAGE: Fitch Affirms BB- Rating on $17.8MM Class B-4 Certs.
------------------------------------------------------------------
Fitch Ratings upgrades DLJ Mortgage Acceptance Corp.'s commercial
mortgage pass-through certificates, series 1996-CF2:

     -- $30.6 million class B-3 to 'A' from 'BBB+'.

In addition, Fitch affirms the following classes:

     -- Interest-only class S 'AAA';
     -- $23.2 million class A-3 'AAA';
     -- $25.5 million class B-1 'AAA';
     -- $12.7 million class B-2 'AAA';
     -- $17.8 million class B-4 'BB-'.

Fitch does not rate the $9.7 million class C certificates.  The
class A1-A, A1-B, and A-2 certificates have paid in full.

The rating upgrade is due to the increase in subordination levels
resulting from loan payoffs and amortization.  As of the June 2005
distribution date, the pool has paid down 76.5% to $119.5 million
from $508.6 million at issuance.

Two loans (6.7%) are currently in special servicing: one loan that
is 90+ days delinquent (5.7%) and one loan that is current (1%).
The 90+ day delinquent loan is secured by a multifamily property
located in Dallas, Texas.  The special servicer is pursuing
foreclosure and losses are expected.  The other specially serviced
loan is pending return to the master servicer.

In addition to the specially serviced loans, eight loans (27.7%)
are considered Fitch Loans of Concern due to decreases in debt
service coverage ratio, occupancy, or other performance issues.
These loans' higher likelihood of default was incorporated into
Fitch's analysis.  The largest of these loans (13.6%) is secured
by a retail property in Arcadia, CA.  This property has seen a
sharp drop in occupancy since issuance due to a tenant vacating
30% of the net rentable area in April 2003.  Half of this space
remains vacant.


DOMTAR INC: Moody's Downgrades Sr. Unsecured Debt Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service downgraded Domtar Inc.'s senior
unsecured debt rating to Ba2 from Baa3.  In addition, Moody's
assigned a Ba2 Corporate Family Rating (formerly known as the
Senior Implied Rating).  The ratings downgrade was based on:

   * the company's ongoing depressed cash flow in relation to a
     relatively high level of debt;

   * margin pressure from higher fiber, energy, and chemicals
     costs;

   * the negative impact of the strong Canadian dollar; and

   * Moody's expectation that there will be a persistent
     supply/demand imbalance in the company's key North American
     uncoated woodfree paper market that will likely inhibit a
     restoration of cash flow and credit metrics to levels that
     can support a Baa3 rating over the near to intermediate term.

This concludes a ratings review initiated on 10 May 2005.

Ratings downgraded:

   * Senior Unsecured: to Ba2 from Baa3

   * Senior Unsecured Shelf: to (P)Ba2 from (P)Baa3

Rating assigned:

   * Corporate Family Rating (formerly known as the Senior Implied
     Rating): Ba2

Outlook restored:

   * Stable

The rating downgrade to Ba2 was influenced by two key factors.
Firstly, owing to gradually declining North American demand and an
excess of installed production capacity, there is a persistent
supply/demand imbalance in the company's key North American
uncoated woodfree paper market.  This has adversely affected paper
prices, and despite anticipated supply management activities, is
likely to continue to do so for the foreseeable future.  Secondly,
the entire spectrum of paper making companies is adversely
affected by elevated prices for such key inputs as fiber, energy,
chemicals, and in many cases, post-retirement labor costs.  These
influences are not expected to materially abate over the near-to-
mid term.  This cost side influence adds to the margin pressure
created by lower paper prices.

In Domtar's case, margin pressure is further augmented from
increased input costs resulting from the past three year's
Canadian-to-American dollar exchange rate migration.  The effect
of these forces on Domtar's average through-the-cycle cash flow is
sufficient to warrant a ratings' downgrade.  At the revised Ba2
ratings level, the outlook is stable.  As a matter of routine with
the downgrade to speculative grade, a senior implied rating has
been assigned; this is equal to the senior unsecured rating at Ba2

Domtar's Ba2 debt ratings result primarily from credit protection
metrics that Moody's anticipates in light of relatively depressed
output prices and elevated input costs.  Moody's anticipates that
the persistent supply/demand balance for the company's key output,
uncoated woodfree papers, will continue for the foreseeable
future.  This will cause paper prices to be lower than would
otherwise be expected for relatively favorable stages of the
business cycle.

Given the company's relative concentration in this space, with
some 80% of sales derived from the North American uncoated
woodfree paper business, this is a particularly significant
influence on the rating.  As well, and while elevated input costs
for fiber, energy, chemicals and labor are likely to install a
higher price floor than existed in previous downturns, Moody's
expects that cost input pressure is largely permanent, and will --
in concert with lower average through-the-cycle output prices --
result in profit margins that are suppressed when compared to
previous cycles.

In Domtar's case, with some 50% of its assets located in Canada,
the company is also exposed to risks that the Canadian dollar will
appreciate relative to the American dollar, placing further
pressure on margins.  Further, with Domtar's debt level influenced
by an earlier acquisition, credit protection measures are affected
commensurately.

Domtar's dividend is also a relatively large proportion of the
average level of profitability that Moody's anticipates, with the
cash drain further augmenting negative pressure on certain cash
flow based credit metrics.  Domtar's generally good backwards
integration into fiber supply and favorable manufacturing and
logistics/distribution efficiencies are one positive factor that
offsets these adverse influences.

So too is the latent debt reduction potential provided by the
company's ability to monetize assets such as the 50% interest in
Norampac Inc., certain hydro electric facilities, lumber
operations and certain other non-core assets.  While Moody's
expects Domtar's credit metrics to lag those generally applicable
for a Ba2 rating, this debt reduction flexibility is a significant
risk mitigating factor that compensates for the expected
shortfall.

Domtar also has good liquidity arrangements and has arranged its'
debt maturities so there is no near term potential of capital
markets related event risk adversely affecting access to capital.
Lastly, Domtar has a significant market share with a relatively
broad product line in the North American uncoated woodfree papers
market.

With all of Domtar's publicly traded debt ranking pari passu with
its' bank credit facility, there is no need to notch any of the
company's debt.  Accordingly, the senior unsecured ratings are
equal to the senior implied rating of Ba2.  At the Ba2 rating
level, there is a balance of factors that could affect financial
performance and credit protection metrics.  Accordingly, the
outlook is stable.  Owing to the company's ratings being
downgraded, a near-to-mid term positive revision in ratings or
outlook is unlikely.

However, were Domtar's cash flow generating capability to improve
such that in Moody's view, the company could generate average
through-the-cycle RCF(Adj)/TD(Adj) approaching 15% with the
commensurate FCF(Adj)/TD(Adj) approaching 5% while retaining full
asset divestiture potential, a positive ratings action could be
triggered.

Note that these figures account for standard Moody's financial
statement adjustments related to pension, recurring operating
leases and off-balance sheet accounts receivable programs, and do
not correspond with reported figures.  It should be also noted
that Moody's analysis anticipates the benefits of cost reduction
programs and recent asset portfolio restructuring.

Should these anticipated near-term benefits not be as large as
anticipated, or alternatively, should Moody's view of Domtar's
ability to generate average through-the-cycle credit protection
metrics result in measures declining below 10% and 5% for
RCF(Adj)/TD(Adj) and FCF(Adj)/TD(Adj) respectively, it is likely
that negative ratings' actions would result.  A dramatic
deterioration in liquidity would also likely result in a negative
ratings' action.

Headquartered in Montreal, Quebec, Domtar is a major North
American producer of:

   * fine papers,
   * pulp, and
   * lumber.

Domtar owns a 50% interest in Norampac Inc., Canada's leading
containerboard and corrugated containers business.


DRESSER INC: Weak Credit Measures Prompt S&P to Cut Rating to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Addison, Texas-based Dresser Inc. to 'B+' from 'BB-'.
The company remains on CreditWatch with negative implications.
The ratings downgrade reflects weak credit measures and debt
leverage that remain elevated for the current ratings level.

Despite ongoing efforts to improve operating performance over the
past 12 months, debt levels and credit measures have not improved
to meet levels that were expected and incorporated into the
company's existing ratings.  Furthermore, the company has had
delays executing a planned IPO that was expected to help
deleverage the company. (At this time, it is unclear if this event
will occur in the near-to-intermediate term.)

Dresser designs and manufactures equipment for the energy industry
and has total debt of about $1.075 billion.

"The CreditWatch listing will be resolved in the near term,
pending the company completing its 2004 audit process and filing
its 2004 Form 10K and first-quarter 2005 Form 10Q," said Standard
& Poor's credit analyst Jeffrey B. Morrison.  "If the company can
file statements in the near term and no additional developments
occur beyond management's previously announced restatements of
previous accounting periods, it is unlikely that ratings would be
lowered further," he continued.  However, if additional delays in
filing persist beyond a reasonable time frame, negative ratings
actions could result.


ENRON CORP: Inks Stipulation Allowing Calpine's $52 Million Claim
-----------------------------------------------------------------
EPC Estate Services, Inc., formerly known as National Energy
Production Corp., and Calpine Corporation, as successor-in-
interest to Goldendale Energy, Inc., were parties to a certain
contract, dated February 13, 2001.  Pursuant to the Contract,
NEPCO was obligated to design, procure equipment and construct a
power generation facility in Goldendale, Washington.  Under a
Guaranty Agreement, dated and effective February 5, 2001, Enron
Corp. guarantied NEPCO's obligations under the Contract.

The Contract provides that "Calpine may terminate [the Contract]
for its own convenience at any time by written notice to
[NEPCO]."  Effective November 30, 2001, Calpine cancelled the
Contract.

At the pendency of Enron Corporation and its debtor-affiliates'
bankruptcy cases, Calpine filed Claim No. 4179 against NEPCO for
$39,619,036 for alleged overpayment under the Contract.  Calpine
paid NEPCO $108,034,507, but because NEPCO allegedly failed to,
among other things, sufficiently progress on the Project and pay
certain subcontractors, NEPCO purportedly incurred only
$63,712,847 in costs on the Project.  Given the mark up of
$4,702,624, NEPCO was only entitled to $68,415,471, according to
Calpine's computations.

In addition, Calpine filed Claim No. 12730 against Enron for the
same amount on account of the Guaranty.

Calpine also filed Claim No. 12729 against Enron and Claim No.
22162 against NEPCO for the same amounts in the previous claims.
The two claims are based on allegations that Enron, through its
centralized cash management system, improperly swept the payments
made by Calpine to NEPCO pursuant to Contract and that the
alleged $39,619,036 overpayment to NEPCO is held by Enron, NEPCO
and their affiliates in a constructive trust or otherwise is owed
to Calpine under theories of conversion, fraud unjust enrichment
and other equitable principles.

In connection with the Project, NEPCO utilized the services of
many subcontractors.  Between June 19, 2002, and December 5,
2002, certain subcontractors filed proofs of claim for amounts
allegedly owed by NEPCO for labor, services, materials, tools,
equipment and rentals supplied in connection with the Project.
Some, though not all, of these claims, purport to be secured by
property at the Project.

Through a series of settlements and agreements with certain
subcontractors, Calpine paid the Subcontractors in exchange for:

    -- a release of all claims the subcontractors may have had
       against Calpine, including a release of liens; and

    -- an assignment of all or part of the subcontractor's claim
       against NEPCO to Calpine.

Calpine also paid other subcontractors to settle legal claims
related to the Project, without entering into formal settlement
agreements.  Calpine has asserted subrogation rights in the
claims filed by the Informal Settlement Subcontractors against
NEPCO.

The Debtors and Calpine have engaged in negotiations to resolve
their differences in connection with the Contract and the Claims.

In resolution of all matters between them, the Parties agree
that:

    1. Claim No. 4179 is allowed as a Class 67 claim against NEPCO
       for $26 million.  Any prior disallowance or expungement of
       the Claim will be without effect;

    2. Claim 12730 is allowed as a Class 185 claim against Enron
       for $26 million;

    3. Claim Nos. 12729 and 22162 are disallowed in full;

    4. 31 subcontractor claims are disallowed in full for all
       purposes in the Debtors' Chapter 11 cases:

          Claimant                              Claim No.
          --------                              ---------
          Brooklyn Iron Works                      22227
          Cives Corp                               21238
          Coast Crane & Equipment Co                6255
          Delphi Control Systems                    2710
          Fisher Controls International            12503
          General Electric Company                  2473
          Hood River Sand And Gravel               21934
          Industrial Fabrication                   21773
          J H Kelly, LLC                            3061
          Johnston Pump                            15259
          Lampson International, LLC                5199
          Matheson Painting                         2438
          Mullen Crane and Transport Co.           21908
          NORCO                                     6782
          North Coast Electric Co                   6830
          Pacific Det. Diesel-Allison, Inc.        22184
          Paco Pumps                               15261
          Patterson Pump Co                         6153
          Petrochem Insulation Inc.                22214
          Puget Sound Pipe and Supply              22185
          Ramsay-Gerding Construction Co.          21540
          RED-D-ARC, Inc.                           2662
          Rosemount, Inc.                          12377
          Safway Steel Products, Inc                5853
          Shaughnessy & Co                          3891
          Smith Masonry And Contractors            21539
          Sulzer Pumps (US)                        19230
          Tradesmen International, Inc              5541
          Wahlco Inc.                              12477
          Wesco Distribution Inc.                   6139
          Wesco Distribution Inc.                  21388

    5. Two subcontractor claims partially assigned to Calpine
       are expunged to the extent indicated:

          Claimant                    Claim No.     Claim Amount
          --------                    ---------     ------------
          Nepcan Engineering Ltd.        22143          $939,495
          Wyman-Gordon                   15203           136,999
             Forgings, Inc.

    6. Two subrogation claims are disallowed to the extent of
       Calpine's subrogation rights:

          Claimant                    Claim No.     Claim Amount
          --------                    ---------     ------------
          Stoner Electric, Inc.          4911           $413,924
          Crestline Construction        21776            211,092
             Company LLC

    7. All scheduled liabilities of the Debtors to Calpine, the
       subcontractors or other parties arising from, related to or
       connected with the Project, Contract, Guaranty Agreement,
       Subrogation Claims, Subcontractor Claims or Subcontractors
       Settlements are expunged.

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

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


ENRON CORP: Gets Court Approval on Ecoelectrica Settlement Pact
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the settlement agreement between Enron Corporation and
its debtor-affiliates and EcoElectrica, L.P.

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

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

    2. LPG Agreement with The Protane Corporation,

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

    4. Offshore Supply Contract with Enron Equipment
       Procurement Company.

Enron and Enron Power Corp. guaranteed the Contracts.

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

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

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

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

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

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

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

    a. The Enron Entities will retain the net payment;

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

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

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

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

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


EPOCH 2002-2: Moody's Downgrades $12M Class III Rate Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of two classes of
notes issued by EPOCH 2002-2, Ltd.:

   (1) to A3 (from A2 on Review for Downgrade), the U.S.
       $50,000,000 Class II Secured Floating Rate Notes Due 2007;

   (2) to Ba3 (from Ba2 on Review for Downgrade), the U.S.
       $12,000,000 Class III Secured Floating Rate Notes Due 2007.

This transaction closed on May 30th, 2002.

According to Moody's, its rating action results primarily from
rating migration in the underlying referenced assets.

Rating Action: Downgrade

Issuer: EPOCH 2002-2, Ltd.

Class Descriptions:

  U.S. $50,000,000 Class II Secured Floating Rate Notes Due 2007

    * Previous Rating: A2 on Review for Downgrade
    * New Rating: A3

  U.S. $12,000,000 Class III Secured Floating Rate Notes Due 2007

   * Previous Rating: Ba2 on Review for Downgrade
   * New Rating: Ba3


EXIDE TECHNOLOGIES: Sandell, et al., Unloads Equity Stake
---------------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission, Castlerigg Master Investments Ltd., Sandell Asset
Management Corp., Castlerigg International Limited, Castlerigg
International Holdings Limited, and Thomas E. Sandell disclose
that in May 2005, they sold in the open market:

    (a) 2,434,218 shares of Exide Technologies common stock; and

    (b) notes convertible into 172,711 shares of Exide common
        stock.

Sandell, et al., no longer own any shares of Exide common stock.

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

                          *     *     *

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

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

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

These ratings were placed on review for possible downgrade:

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

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

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

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

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

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

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

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

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

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

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

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


FALCON PRODUCTS: Drafts Joint Plan with Oaktree & Whippoorwill
--------------------------------------------------------------
Falcon Products, Inc. (OTC: FCPR) prepared a joint Plan of
Reorganization that it intends to file with the U.S. Bankruptcy
Court for the Eastern District of Missouri, Eastern Division.
Funds and accounts managed by Oaktree Capital Management, LLC, and
Whippoorwill Associates, Inc., will be co-proponents of the Plan.

The Company currently expects to file a disclosure statement no
later than Aug. 1, 2005.

"Filing the Plan of Reorganization represents a critical milestone
in our efforts to restructure Falcon, maintain its leadership in
the commercial furniture industry and return the business to
profitability and growth," Franklin A. Jacobs, the Company's
founder said.  "Over the past six months I've worked with members
of the management team, and more recently with John Sumner, to
develop a comprehensive business plan that we believe will enable
Falcon to provide superior value and satisfaction to our
customers.  I am confident that John Sumner and the other members
of the management team will successfully implement our business
plan which will put Falcon on the right path towards a very bright
future."

                            The Plan

The Company's Joint Plan provides for a comprehensive
reorganization and debt recapitalization.  Under the terms of the
Plan, debt will be reduced from over $250 million to less than
$90 million, thereby significantly lowering the Company's cash
interest requirements and allowing more operating cash flow to be
utilized in the business.  The Plan envisions a significant
conversion of debt to equity and an infusion of new capital via a
rights offering that will be backstopped by the co-proponents,
Oaktree Capital Management, LLC and Whippoorwill Associates.  The
Plan does not provide for any distributions to:

   -- unsecured creditors (including trade creditors and holders
      of the 11-3/8% Senior Subordinated Notes); and

   -- the junior convertible notes or current equity holders;

however, certain unsecured creditors who qualify under Federal
Securities Laws will be able to participate in the rights
offering.

The Plan proponents believe this change from the terms outlined in
the non-binding term sheet executed in January 2005 is necessary
for the confirmation of a viable plan of reorganization which is
based on the comprehensive business plan recently developed by the
Company.  Upon consummation of the Plan, the majority of Falcon's
equity will be held by Oaktree and Whippoorwill and the Company
will no longer be a public reporting entity.

"We are excited about the plan and believe our investment will
provide the Company with the flexibility it needs to execute its
business plan," said Shelley Greenhaus, president of Whippoorwill
Associates.  "We are optimistic about Falcon's business prospects
and look forward to our long term involvement with Falcon and its
employees."

Confirmation and consummation of Falcon's Plan of Reorganization
is subject to a number of conditions including approval by certain
creditors of the Company and approval by the Bankruptcy Court.
Falcon will solicit acceptance of the plan following approval of
its disclosure statement by the Bankruptcy Court.  A hearing on
the confirmation of the Plan is expected to take place in October
2005.  There can be no assurance, however, that the Plan as filed
will be adopted and approved.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc. --
http://www.falconproducts.com/-- designs, manufactures, and
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FALCON PRODUCTS: Audit Committee Concludes Investigation
--------------------------------------------------------
Falcon Products, Inc. (OTC: FCPR) disclosed that a final report
relating to the previously announced Audit Committee investigation
has been issued.  Based on the report, the Audit Committee has
concluded that the Company's financial statements for periods
dating back to the fiscal year ended Oct. 31, 2003, have been
materially misstated.  Accordingly, the Company's financial
statements for FY 2003 and the first three quarters of FY 2004
should not be relied upon.  The Company intends to file a Form 8-K
relating to the non-reliance on previously issued financial
statements.

On Jan. 4, 2005, the Company said it expected to record a
significant charge relating to the write-down of inventory during
the fourth quarter of FY 2004 and that it believed it was likely
that the inventory write-down would impact prior periods.  During
the course of the FY 2004 yearend financial statement audit, the
Company identified additional adjustments that it believed could
impact prior periods.  The estimated amount of such adjustments
will be disclosed in the Form 8-K.  As a result of the Company's
current financial and internal resource constraints, it has not
been able to quantify the impact of the inventory write-down and
other adjustments on prior periods.  As such the Company is
currently unable to restate prior period financial statements.

                        CEO Resignation

The Company also disclosed the departure of Franklin A. Jacobs who
has resigned and will be retiring from his positions as Falcon's
chairman, president and chief executive officer.  Falcon's Board
of Directors has elected John S. Sumner, Jr., who was named chief
restructuring officer in March, as acting president and chief
executive officer.

"Frank Jacobs has been a dominant presence in the commercial
furniture industry for over 40 years and the driving force behind
Falcon," Jordon Kruse of Oaktree Capital Management, LLC, who
along with Whippoorwill Associates are co-proponents of a Joint
Plan of Reorganization, said.  "Frank's extraordinary vision and
passion for the business were key factors in the development of
the business plan that we believe will enable Falcon to reach new
heights."

Headquartered in Saint Louis, Missouri, Falcon Products, Inc. --
http://www.falconproducts.com/-- designs, manufactures, and
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FEDERAL-MOGUL: District Ct. Lifts Navigant Fee Cap for Estimation
-----------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Delaware expanded Navigant Consulting, Inc.'s fee cap to
$184,207 and reiterated that the cap was without prejudice to the
right of the Official Committee of Property Damage Claimants to
ask for further modification.

As reported in the Troubled Company Reporter on Jan. 17, 2005, the
Asbestos Property Damage Committee appointed in Federal-Mogul
Corporation and its debtor-affiliates' chapter 11 cases hired
Navigant Consulting to serve as its asbestos claims consultant.

The Asbestos Property Damage Committee said that valuation of
asbestos bodily injury claims is a critical aspect of the plan
process in Federal-Mogul's Chapter 11 cases.  Under the Plan of
Reorganization, recovery for asbestos property damage creditors is
tied to the projected value of asbestos bodily injury claims under
the proposed trust distribution procedures.  Moreover, under the
proposed Plan, each creditor and equity holder constituency
represented by the Plan Proponents actually stands to gain from a
higher estimate of bodily injury claims.

Theodore J. Tacconelli, Esq., at Ferry, Joseph & Pearce, P.A., in
Wilmington, Delaware, asserts that no cap on Navigant's fees is
necessary.  Navigant has provided cost-effective services to the
PD Committee and has performed its estimate at far less expense
than any of the other consultants providing similar services to
other constituencies in the Debtors' cases.  Mr. Tacconelli notes
that Legal Analysis Systems, Inc., the asbestos claims consultant
retained by the Official Committee of Asbestos Claimants, has
billed over $1.3 million and is subject to no cap on its fees.
Similarly, the Analysis Research Planning Corporation, consultant
to the Legal Representative for future Asbestos Claimants, has
billed over $2 million and similarly is subject to no cap.  Mr.
Tacconelli, thus points out that the PD Committee's opponents in
the asbestos litigation are not hampered by any limitation on the
costs their claims consultants incur.

In light of the expansion of the scope of estimation hearing and
to take account of developments since the preparation of the PD
Committee's initial estimate, including new case law on
estimation of asbestos bodily injury claims, the PD Committee
asks Judge Rodriguez for approval to modify Navigant's retention
to perform additional services.  The PD Committee asks the
District Court to eliminate the limitation on fees previously
imposed by the Bankruptcy Court.

Accordingly, Judge Rodriguez lifts the Fee Cap for Navigant
Consulting with respect to the work performed for the estimation
hearing.

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)


FORD MOTOR: Will Reduce Salary Related Costs Due to Weak Outlook
----------------------------------------------------------------
Ford Motor Company (NYSE: F) reduced its full-year earnings per
share guidance for 2005, as the profit outlook for the Company's
North America automotive operations worsened due to a weaker
outlook for vehicle sales and continued supplier-related
challenges.

The Company reported the 2005 full-year earnings guidance was
being reduced to a range of $1.00 to $1.25 per share, down from
previous guidance of $1.25 to $1.50 per share, each excluding
special items and discontinued operations.

In addition, the Company raised its second-quarter earnings
guidance to a range of $0.30 to $0.35 per share, excluding special
items, primarily because of a reduced tax-rate assumption (full-
year rate of 15%) and stronger-than- anticipated results from Ford
Motor Credit.  Previously, second-quarter earnings guidance had
been in the range of breakeven to $0.15 per share, excluding
special items. (Anticipated special items and charges related to
discontinued operations for 2005 are detailed at the end of this
release.)

During the Company's first-quarter conference call in April,
Chairman and Chief Executive Officer Bill Ford said the Company
would respond to its significant operating challenges through an
acceleration of its business plan.  Since then the Company has:

    * Signed a Memorandum of Understanding with Visteon Corp., its
      largest supplier.  The transaction is expected to close by
      September 30, 2005, and over time will lead to a steady flow
      of more competitively priced, high- quality parts, systems
      and components.

    * Announced an S-1 filing for its wholly-owned Hertz Corp. --
      a first step toward a possible initial public offering of a
      portion of the rental car company.  The filing indicated
      that, following any initial public offering, Ford would
      expect to completely divest its stake in Hertz.

In addition, the Company reported several actions aimed at further
reducing the Company's salaried-related costs this year. They
include:

    * A 5% reduction in salaried positions in Ford's North America
      operations by October 1, 2005 and a 10% reduction in the
      operation's use of agency and purchased services by July 1,
      2005.  This is in addition to actions announced in April
      which reduced about 1,000 salaried positions.

    * The elimination of 2005 bonuses for salaried management
      employees worldwide.

    * The suspension of the Company's 401(k) matching grant for
      salaried employees, effective July 1, 2005.

The Company also said it is evaluating options for reducing
personnel-related costs outside of North America.

"Although we have increased our earnings guidance for the second
quarter, challenges continue to mount, especially in our North
America automotive operations," said Don Leclair, executive vice
president and chief financial officer.  "We're taking steps
immediately to reduce further our salaried- related costs this
year; these are a continuation of a series of actions we plan to
take to address our operating challenges.  We remain committed to
improving our cost structure, optimizing our global footprint, and
making essential investments for the future."

Ford Motor Company, a global automotive industry leader based in
Dearborn, Michigan, manufactures and distributes automobiles in
200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury and Volvo.  Its automotive-related services include
Ford Motor Credit Company and The Hertz Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on May 23, 2005,
Fitch Ratings downgraded the senior unsecured debt ratings of Ford
Motor Corporation and Ford Motor Credit Corporation to 'BBB' from
'BBB+'.  Ratings on the Capital Trust II securities have been
downgraded to BB+ from BBB-.  The rating outlook remains negative.

Fitch also affirms the 'F2' commercial paper.  The ratings of
Hertz have been downgraded to 'BBB' from 'BBB+' and placed on
Rating Watch: Evolving.  A complete list of ratings is detailed at
the end of this release.

The downgrade reflects the impact of sales declines in key product
categories, relentless price and product competition and higher
commodity prices on Ford's automotive operating profitability.
Despite relatively successful new product offerings, the support
provided by healthy F-Series volumes, steady economic growth and
solid industry sales volumes, Ford nevertheless faces breakeven to
modestly negative cash flows in the automotive segment.


FMC CORPORATION: Executes New $850 Million Unsec. Credit Agreement
------------------------------------------------------------------
FMC Corporation (NYSE: FMC) reported that it has executed a new
unsecured credit agreement with a group of lenders providing for
extensions of credit in the aggregate amount of $850 million.  The
new five-year credit agreement provides for a $600 million
revolving credit facility ($250 million of which is available for
the issuance of letters of credit) and a $250 million term loan.

The new credit agreement replaces a $600 million secured credit
agreement entered into in October 2004.  In addition to the new
credit agreement being unsecured, it provides more favorable
pricing and greater financial flexibility than the previous credit
agreement.

The Company also reported that it has called for redemption on
July 21, 2005, all of its 10.25% Senior Secured Notes Due 2009
outstanding in the aggregate principal amount of $355 million. The
redemption price of the Notes will be 100 percent of the principal
amount of the Notes plus accrued interest to the redemption date
and a "make-whole" premium that will be determined prior to the
redemption date, in accordance with the indenture governing the
Notes.

During the second and third quarters of 2005, the Company will
record losses on debt extinguishments of approximately $2 million
and $56 million, respectively, reflecting the write-off of
unamortized financing costs and the estimated $45 million premium
payable upon redemption of the Notes.

As a result of lower interest expense related to the new credit
agreement and the redemption of the Notes, the Company now expects
full-year earnings before restructuring and other income and
charges to be on the higher end of the previously guided range of
$4.15-4.30 per diluted share.  The balance of the Company's
outlook provided on May 3, 2005 remains unchanged.

FMC Corporation is a diversified chemical company serving
agricultural, industrial and consumer markets globally for more
than a century with innovative solutions, applications and quality
products.  The company employs approximately 5,000 people
throughout the world.  The company operates its businesses in
three segments: Agricultural Products, Specialty Chemicals and
Industrial Chemicals.

                        *     *     *

As reported in the Troubled Company Reporter on June 8, 2005,
Moody's Investors Service placed the ratings of FMC Corporation
(FMC -- Ba1 senior implied) on review for possible upgrade.  FMC's
existing debt ratings will likely be raised to Baa3 upon
completion of an amended bank facility.

The reviews are prompted by Moody's belief that the company has
made significant progress reducing contingent liabilities and
improving credit metrics, and that a general economic upturn will
translate into improved performance for 2005 and 2006.  In
addition the review incorporates the new terms of the proposed
bank facilities that will be unsecured and reflect the terms and
conditions suitable for an investment grade profile.

FMC's proposed senior secured credit facility consisting of a
$350 million term loan A, and a $500 million revolving credit
facility -- both to be extended to June 2010 will likely be raised
to Baa3.  Proceeds from the amended credit facility will be used
to refinance the existing term loan A and to allow for the
redemption of the $355 million 10.25% senior secured notes due
2009.

FMC's ratings outlook, will be moved to stable.  The other debt
ratings that will be raised reflect the banks' willingness to
forego a secured position such that all debt is now viewed as
effectively pari passu.  The actions are subject to a final review
of the documentation of the proposed bank agreements.  The SGL-2
rating was affirmed and will be withdrawn upon completion of the
proposed bank agreements.

Ratings placed on review for possible upgrade:

   -- $500 million revolver due 2010 -- currently Ba1 -- will be
      raised to Baa3

   -- $350 million term loan A due 2010 -- currently Ba1 -- will
      be raised to Baa3

   -- $45 million debentures due 2011 -- Ba2 -- will be raised
      to Baa3

   -- Medium-term notes due 2005 to 2008 -- Ba2 -- will be raised
      to Baa3

   -- Senior unsecured industrial revenue bonds due 2007 to
      2032 -- Ba3 -- will be raised to Baa3

   -- $355 million 10.25% senior secured notes due 2009 -- Ba2 --
      will be raised to Baa3

   -- $100 million senior secured letters of credit facility due
      2009 -- Ba1 -- will be raised to Baa3

   -- Senior Implied Rating -- Ba1

   -- Issuer Rating -- Ba3

Ratings affirmed

   -- Speculative Grade Liquidity Rating -- SGL-2


GARDEN RIDGE: Has Until June 30 to Decide on 32 Remaining Leases
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended until June 30, 2005, the period within which Garden Ridge
Corporation and its debtor-affiliates can elect to assume, assume
and assign, or reject their unexpired nonresidential real property
leases.

The Court confirmed the Debtors' First Amended Joint Plan of
Reorganization on April 29, 2005, and the Plan took effect on
May 12, 2005.

The Debtors explain that they are parties to 32 unexpired
nonresidential real property leases located in 13 different
states.

The confirmed Plan contemplates the assumption of substantially
all of the Debtors' remaining unexpired leases in accordance with
negotiated amendments to the lease agreements of those unexpired
leases.

The Debtors remind the Court that it authorized the retention of
Huntley, Mullaney & Spargo, LLC, as their special real estate
consultant on April 19, 2004.  Since its retention, Huntley
Mullaney has evaluated the Debtors' 32 remaining unexpired leases
and analyzed the alternatives for each of those leases.

The Debtors gave the Court three reasons in support of the
extension:

   1) they and Huntley Mullaney are still in the process of
      concluding negotiations and entering into lease amendments
      with the landlords of the remaining unexpired leases;

   2) the remaining unexpired leases are a critical component of
      their business operations and are vital in their ability to
      preserve the value of their estates in the post-confirmation
      process; and

   3) the extension will not prejudice the landlords of the
      remaining unexpired leases because the Debtors are current
      on all post-petition rent obligations under the leases and
      to the extent prescribed by Section 365(d)(3) of the
      Bankruptcy Code.

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 2, 2004 (Bankr. D. Del. Case No. 04-10324).  Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed estimated
debts and assets of over $100 million.


GENEVA STEEL: Ch. 11 Trustee Hires Ray Quinney as Local Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah, Central
Division, authorized James T. Markus, the chapter 11 Trustee
appointed in Geneva Steel LLC's bankruptcy case, to retain Ray,
Quinney & Nebeker, PC, as his local counsel.

Ray Quinney is one of the oldest and largest law firms in Utah and
the Intermountain West.  The Firm has 86 attorneys and a
comparable number of staff members working in its principal office
in Salt Lake City, Utah, and its branch office in Provo, Utah.

The Trustee's lead counsel, Block Markus Williams LLC, will
consult with Ray Quinney on matters of local practice and
procedure.  Ray Quinney's duties include:

   a) advising the Trustee of his rights, powers and duties as
      duly appointed trustee in a chapter 11 case;

   b) representing and advising the trustee in any investigation
      of the acts, conduct, assets, liabilities, financial
      condition of the Debtor, and operation of the Debtor's
      business;

   c) preparing, on behalf of the Trustee, all necessary
      pleadings, reports and other papers;

   d) representing and advising the Trustee in all proceedings
      in this case;

   e) assisting and advising the Trustee in his administrative
      duties;

   f) representing and advising the Trustee regarding any plan
      of reorganization and assisting the Trustee in the
      negotiations with representatives of the Debtor and
      others; and

   g) providing other services as are customarily provided
      by counsel to trustees in cases of this kind.

The current hourly rates for Ray Quinney's attorneys and
paralegals are:

        Designation              Hourly Rate
        -----------              -----------
        Shareholders             $320 - $190
        Associates               $200 - $145
        Paralegals                $95 -  $80

Annette W. Jarvis, Esq., and Steven T. Waterman, Esq.,
shareholders at Ray Quinney, are the attorneys who will be
primarily involved in the Debtor's cases.

To the best of the Trustee's knowledge, Ray Quinney is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Provo, Utah, Geneva Steel LLC owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP represent the Debtor in its
chapter 11 proceedings.  When the Company filed for protection
from its creditors, it listed $262 million in total assets and
$192 million in total debts.


GLASS GROUP: Committee Taps FTI Consulting as Financial Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of The Glass Group,
Inc., permission to employ FTI Consulting, Inc., as its financial
advisors.

FTI Consulting will:

   1) assist the Committee in the review of financially related
      disclosures required by the Court, and assist in the review
      of the Debtor's short-term cash management procedures;

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

   3) assist in the review of the Debtor's performance of cost and
      benefit evaluations with respect to the affirmation or
      rejection of various executory contracts and unexpired
      nonresidential real property leases;

   4) assist in the valuation of the Debtor's present level of
      operations and identification of areas or potential cost
      savings, including overhead and operating expense reductions
      and efficiency improvements;

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

   6) assist in the review and preparation of information and
      analysis necessary for the confirmation of a chapter 11 plan
      and approval for an accompanying disclosure statement;

   7) assist in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential transfers;
      and

   8) render other business and financial advisory services to the
      Committee or its counsel that is necessary in the Debtor's
      bankruptcy proceeding.

Samuel Star, a member at FTI Consulting, disclosed that the Firm
will be paid a $50,000 Monthly Fee, plus reimbursement of other
necessary expenses incurred by FTI during its term of engagement
by the Debtor.

FTI Consulting assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

Headquartered in Millville, New Jersey, The Glass Group, Inc.
-- http://www.theglassgroup.com/-- manufactures molded glass
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


GOODYEAR TIRE: Fitch Junks Proposed $400 Mil. Senior Unsec. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned an indicative rating of 'CCC+' to
Goodyear Tire & Rubber Company's (GT) planned $400 million issue
of senior unsecured notes.

GT intends to issue $400 million of 10-year notes under Rule 144A.
Proceeds will be used to repay $200 million outstanding under the
company's first lien revolving credit facility and to replace
$190 million of cash balances that were used to pay $516 million
of 6.375% Euro notes that matured June 6, 2005.  The Rating
Outlook is Stable.

The rating reflects the substantial amount of senior secured debt
relative to the planned notes.  It also incorporates Fitch's
concerns about GT's high leverage, high-cost structure, and weak
profitability and cash flow.  In addition, GT's pension plans,
which were underfunded by $3.1 billion at the end of 2004, are
likely to require substantially higher contributions over the near
term.

Partly mitigating these concerns are the company's $1.7 billion of
cash balances at March 31, 2005 and additional flexibility
provided by new bank facilities executed in April 2005 that
extended maturities out to 2010.  The rating considers Goodyear's
well-recognized brand name, its position as one of the three
largest global tire companies, and progress in addressing its debt
structure and operating performance.

GT's segment profit has recently benefited from an improved
replacement tire market, higher selling prices, cost saving from
previous restructuring, and the favorable impact from foreign
currency translation.  While the company has seen strong
acceptance of new products, margins remain pressured by raw
material and transportation costs and a highly competitive
environment.  In addition, GT's key North American Tire segment
suffers from a high cost structure related to labor and pension
costs that make margin improvement particularly challenging.

Operating cash flow has improved in recent quarters and could be
supplemented by the pending divestitures of GT's North American
Farm tire business and its rubber plantation in Indonesia.
However, even after the planned debt issuance, additional debt or
equity issuance may be needed to meet cash requirements that
include capital expenditures and pension contributions as well as
long-term debt maturities of approximately $650 million through
the end of 2007.  GT's cash and borrowing capacity provide
adequate liquidity in the short term, but the rating reflects
uncertainty surrounding the company's ability to rebuild and
sustain stronger cash flow over the long term.


GOODYEAR TIRE: Moody's Rates New $400M Sr. Unsecured Notes at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the new
$400 million ten year senior unsecured notes to be issued by
Goodyear Tire & Rubber Company.  Proceeds from the notes will
initially be used to repay outstandings under the company's
revolving credit facility and restore cash balances following the
repayment earlier this month of ?400 million (approximately $500
million) of unsecured notes.

The issuance increases the total amount of financing Goodyear has
raised in 2005 to roughly $4 billion.  The capital raised has:

   * refinanced several maturing obligations;

   * lengthened the company's debt maturity profile; and

   * provided additional liquidity to facilitate the company's
     restructuring strategy and to address required contributions
     under its domestic pension plan.

The rating reflects Moody's expectations that:

   1) the company's financial condition has stabilized with recent
      results, particularly improved margins, confirming positive
      trends in replacement tire demand in North America;

   2) it has good liquidity to cover its operating needs including
      pension contributions over the next few years; and

   3) its competitive position remains solid.

The B3 rating to the new notes is level with the current unsecured
rating of Goodyear and is two notches below the corporate family
rating (previously called senior implied) of B1.  The transaction
is modestly beneficial to the company's liquidity position.  As a
result, the liquidity rating of SGL-2 has been affirmed.

The notes will be sold in a privately negotiated transaction
without registration under the Securities Act of 1933 under
circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.

The issuance has been designed to permit resale under Rule 144A.

The issue will be kept pari passu with existing senior unsecured
indebtedness through the provision of up-streamed guarantees from
certain domestic operating subsidiaries.  Compared to indentures
for other unsecured obligations of Goodyear, the indenture for the
new notes would permit a higher level of domestic assets to be
pledged prior to the provision of equal and ratable security to
the note holders (subject to the formal terms, conditions,
exclusions and other limitations contained in the document).

Goodyear recently retired its ?400 million obligation from funds
on hand and a $200 million drawing under its $1.5 billion senior
secured first lien credit facility.  Upon receipt of proceeds from
the new notes, the company will repay those borrowings and
replenish its cash position.

On a pro forma basis for the $3.65 billion of financing completed
in April 2005, the repayment of the ?400 million of notes, and the
new $400 million unsecured notes and the expected use of proceeds,
Goodyear would have approximately $1.8 billion of cash at March
31, 2005 and aggregate balance sheet debt of $5.6 billion.

The sum of balance sheet debt plus issued letters of credit to
trailing twelve month EBITDA would be approximately 3.9 times,
slightly higher adjusted for the present value of operating leases
and limited use of off balance sheet securitization facilities.
The new financing transaction does not materially impact any of
the leverage or coverage ratios that supported the assignment of
Goodyear's B1 corporate family rating or B3 senior unsecured
obligations earlier this year. Goodyear's credit metrics should
remain within the B1 corporate family rating range.  The outlook
is stable.

The new financing benefits Goodyear's liquidity profile through
the restoration of its cash position and preservation of
availability under its revolving credit.  The company faces higher
pension contributions in 2005 ($400-$425 million) and 2006 ($600-
$650 million) compared to $163 million in 2004.

In addition it has debt maturities of approximately $350 million
in 2006 ($125 million equivalent of Swiss Franc bonds in March,
and $225 million in December).  The combination of cash flow from
operations, cash on hand, modest asset sale proceeds, comfortable
cushion under its the financial covenants contained in its 2005
financing, and access to its revolving credit should allow the
company to sufficiently cover these requirements.  The SGL-2
rating has been affirmed indicating the company has good liquidity
over the next twelve months.

Goodyear Tire & Rubber, headquartered in Akron, Ohio, is one of
the world's leading manufacturers of tire and rubber products with
2004 revenues of $18.4 billion.  The company manufactures tires,
engineered rubber products and chemicals in 90 facilities in 28
countries and employs about 80,000 people.


HARRAH'S ENT: Fitch Rates New $4 Billion Credit Facility at BBB-
----------------------------------------------------------------
Fitch Ratings has affirmed the long-term debt ratings of Harrah's
Operating Co., a wholly owned operating subsidiary of Harrah's,
Entertainment (NYSE: HET) and assigned a 'BBB-' rating to the new
$4 billion revolving credit facility due in April 2009.

At the same time, Fitch has resolved the Positive Rating Watch
status on the senior unsecured and subordinated debt ratings of
Caesars Entertainment (CZR) with respective upgrades to 'BBB-' and
'BB+'.  The rating action follows completion of Harrah's
acquisition of CZR on June 13, 2005.

With closing of the CZR acquisition, CZR has been merged into HOC,
a wholly owned operating subsidiary of HET, where virtually all
the debt and assets reside.  Pre-existing debt in the structure
currently benefits from a holding company guarantee, and as per
the governing indentures, allows HET to file consolidated
financial statements as a proxy for HOC.  HET is currently
soliciting consents from CZR bondholders to also allow HET to file
at the parent level, and in exchange will provide CZR debt with
the parental guarantee.  Fitch believes this to be a technical
issue that CZR bondholders will acquiesce to.  However, in the
event that CZR public debt holders do not consent, the debt will
not be guaranteed.

Fitch finds the resulting structural subordination of CZR notes
not meaningful given the very limited risk that HET would not
support the CZR debt ratably, and the fact that there are
virtually no assets at the holding company level.  As such,
regardless of the outcome of the consent offer (which should be
resolved in the next few weeks), CZR ratings will be equalized
with those of HOC.

Strategically, the acquisition allows HET to establish a stronger
presence on the Las Vegas Strip and reduces exposure to the more
volatile regulatory environments of regional riverboat markets.

While HET had expressed interest in building or buying discrete
property on the Strip, the purchase allows HET to immediately take
advantage of currently strong Las Vegas fundamentals in a more
meaningful way.  CZR's Las Vegas portfolio should also allow HET
to capture Total Rewards members who are bypassing Harrah's
current offerings in Las Vegas in favor of alternative properties.

Caesars' four prominent Strip properties include Caesars, Paris,
Bally's, and Flamingo, which are situated at one of the busiest
intersections at the center of the Strip.  In addition, HET should
be able to improve same store sales and efficiency at CZR
properties by implementing its industry-leading player tracking
systems and loyalty programs.  Returns on CZR's heavy capital
investment program over the past several years have been
disappointing and the upside exists in better asset utilization.

HET financed the cash portion of the CZR acquisition ($1.9
billion) with borrowings under its revolving credit facility,
increasing pro forma leverage to 4.3 times (x) at closing.  Fitch
expects Harrah's to end 2005 with pro forma leverage of
approximately 4.2x, versus actual 2004 leverage of 4.3x (which
includes just six months of Horseshoe results).

Heavy capital expenditure plans in the range of $1.5 billion
should preclude significant debt reduction in 2005. However, an
anticipated drop-off in spending in 2006 and a full-year of CZR
results should produce ample free cash flow for the company to
deliver to levels appropriate for the rating (below 4.0x) by the
end of 2006.

While closing leverage is high for the rating category, Fitch
notes that this is consistent with Harrah's historical capital
structure policies with rapid improvement in leverage following
acquisition-related debt increases.  With revolver capacity
upsized to $4 billion at closing, liquidity remains solid, with
roughly $2 billion remaining in available funds.  Based on current
projections, cash from operations combined with revolver
availability and cash-on-hand appear adequate to support the
company's growth initiatives, meet debt maturities, and pay
dividends through at least year-end 2006.

Ratings reflect the company's large and diversified portfolio of
casinos, significant cash flow generation, nationally recognized
brands, good quality assets, geographic diversity,
marketing/technical prowess, and financially conservative
management team.

Harrah's achieves strong same-store growth through its industry-
leading Total Rewards loyalty program and capital investment in
existing properties.  Strong external growth has been achieved
largely through strategic acquisitions, with numerous large-scale
acquisitions successfully closed and integrated into the portfolio
over the past five years, including Showboat, Inc. ($1 billion),
Rio Hotel & Casino ($987 million), Players International ($439
million), Harvey's Casino Resorts ($712 million), and Horseshoe
Gaming ($1.6 billion).

Ongoing risks include the potential for further run-up in leverage
due to future acquisitions or development opportunities, potential
regulatory changes and/or tax increases (particularly in riverboat
jurisdictions), and competitive threats to Illinois, Atlantic
City, and northern Nevada.  As Harrah's largest acquisition to
date, integration risks remain a key concern.

The Stable Rating Outlook reflects Fitch's expectation that
Harrah's will improve credit metrics to levels more appropriate
for the credit within 18 months of closing.  The rating(s) and
Outlook would be adversely affected if HET is unable to reduce
debt in a timely manner or chooses to pursue additional large-
scale debt-financed acquisitions, growth projects, and/or share
repurchases.


HEALTHSOUTH CORP: Will File 2000 to 2003 Annual Report by June 29
-----------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) will hold a
meeting for investors in New York City on June 29, 2005, at 4:00
p.m. Eastern Time to provide an update of its current operations,
a review of its comprehensive Form 10-K for the years ended
Dec. 31, 2000 through Dec. 31, 2003, and a brief overview of its
strategic business plan.  The Company expects the meeting to
conclude by 6 p.m. Eastern Time.

The Company affirmed its intent to file its comprehensive Form
10-K with the Securities and Exchange Commission in advance of the
June 29 meeting.  The Company also stated that it anticipates the
filing date for the comprehensive Form 10-K will be closer to the
June 29 meeting date than previously expected.  This comprehensive
Form 10-K will contain restated financial statements for the years
2000-2001 and financial statements for the years 2002-2003.

"We are in the final stage of a multi-stage, multi-year process
needed to complete the comprehensive Form 10-K," said HealthSouth
CFO John Workman.  "There have been hundreds of individuals who
have assisted in the extensive work that has been done to ensure
that our accounting records are reconstructed thoroughly and our
financial statements and other disclosures are prepared properly
with respect to these historical financial statements."

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

                         *     *     *

                2004 Annual Report Will Be Delayed

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

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


HELLER FINANCIAL: Fitch Holds Junk Rating on $7.6M Class M Certs.
-----------------------------------------------------------------
Fitch Ratings upgrades Heller Financial Commercial Mortgage Asset
Corp.'s mortgage pass-through certificates, series 1999 PH-1:

     -- $12.6 million class E to 'AAA' from 'AA';
     -- $37.9 million class F to 'A+' from 'A';
     -- $17.7 million class G to 'A' from 'A-'.

In addition, Fitch affirms these classes:

      -- $73 million class A-1 'AAA';
      -- $535.6 million class A-2 'AAA';
      -- Interest-only class X 'AAA';
      -- $22.7 million class B 'AAA';
      -- $20.2 million class C 'AAA';
      -- $53 million class D 'AAA';
      -- $35.3 million class H 'BBB-';
      -- $20.2 million class J 'BB';
      -- $7.6 million class K 'BB-';
      -- $15.1 million class L 'B';
      -- $7.6 million class M remains 'CCC'.

The $8.6 million class N is not rated by Fitch.

The upgrades reflect the increased subordination levels from
amortization and defeasance.  As of the June 2005 distribution
date, the pool's balance has been reduced 14.1% to $867.1 million
from $1 billion at issuance.  The trust has incurred approximately
$11.6 million in losses due to the disposition of four assets.  In
addition, 15 loans (7.4%) have been defeased.

The pool contains three specially serviced loans (1.2%), of which
Fitch expects losses to occur on only one.  This loan (0.6%) is
secured by a retail center in Watauga, TX.  The property's
performance has suffered since Winn Dixie rejected its lease in
June of 2002.  The property was recently sold to the lender in a
foreclosure sale.  Based on recent appraisal values, losses are
expected.

Fitch reviewed the performance and underlying collateral of the
two credit assessed loans in the pool: South Plains Mall (7.0%)
and the Station Plaza Office Complex (2.4%).  Based on their
stable performance, both credit assessments remain investment
grade.

The South Plains Mall, located in Lubbock, TX, consists of 1.1
million square feet, of which 1 million sf is collateral for the
loan.  Based on data provided by the master servicer, Wachovia
Securities, the year-end 2004 debt service coverage ratio declined
slightly, to 1.95 times (x) from 2.09x at issuance.  Occupancy at
the property has remained stable at 98%.

The Station Plaza Office Complex consists of three office
buildings (320,477 sf) located in Trenton, New Jersey.  The
properties maintain a 100% occupancy level.  Based on data
supplied by the master servicer, the DSCR has increased slightly
since issuance, from 1.26x to 1.27x.


HUFFY CORPORATION: Wants More Time to File Chapter 11 Plan
----------------------------------------------------------
Huffy Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, for an extension of their exclusive periods to file and
solicit acceptances of a chapter 11 plan.  The Debtors want their
exclusive filing period extended to Sept. 10, 2005, and their
exclusive solicitation period stretched to Nov. 9, 2005.

The Debtors contend they need the extensions to avoid a premature
formulation of a chapter 11 plan and to ensure that the plan will
take into account the interests of Huffy's employees, creditors
and other parties-in-interests.

The Debtors tell the Court they are currently engaged in
negotiations with the Official Committee of Unsecured Creditors,
secured creditors and suppliers in order to draft a viable plan.
In fact, Huffy adds, key management personnel traveled to China to
meet and negotiate with the Debtors' key suppliers.

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


INDOSUEZ CAPITAL: Moody's Upgrades $148M Rate Notes to A2 from Ba3
------------------------------------------------------------------
Moody's Investors Service upgraded notes issued by Indosuez
Capital Funding IIA, Limited, a collateralized debt obligation
issuance.

The tranches affected are:

   1) U.S. $78,500,000 Class B1 Floating Rate Notes due 2010; and
   2) U.S. $70,000,000 Class B2 Fixed Rate Notes due 2010.

The Class B1 Notes, currently rated Ba3 on watch for possible
upgrade, have been upgraded to A2, and the Class B2 Notes,
currently rated Ba3 on watch for possible upgrade, have been
upgraded to A2.

According to Moody's, the rating action on the Class B1 Notes and
the Class B2 Notes is due, in part, to the continuing amortization
of the transaction since the end of the reinvestment period in
July 2003.

Rating Action: Upgrade

Issuer: Indosuez Capital Funding IIA, Limited

Tranche: U.S. $78,500,000 Class B1 Floating Rate Notes due 2010

   * Prior Rating: Ba3 on watch for possible upgrade
   * Current Rating: A2

Tranche: U.S. $70,000,000 Class B2 Fixed Rate Notes due 2010

   * Prior Rating: Ba3 on watch for possible upgrade
   * Current Rating: A2


INFOUSA INC: Moody's Affirms $50M Credit Facility Rating at Ba3
---------------------------------------------------------------
Moody's Investors Service affirmed all of InfoUSA Inc.'s credit
ratings and changed the outlook to negative following the
announcement that an entity controlled by the company's founder,
chairman and CEO, Vin Gupta, has made an offer to acquire all of
the publicly held common shares of InfoUSA in a debt financed
transaction.  Mr. Gupta currently owns approximately 38% of the
common shares of InfoUSA.

Under the terms of the proposed offer, the holders of InfoUSA
common stock, other than Mr. Gupta, would receive $11.75 in cash
per share.  The offer letter states that the consideration for the
publicly held common shares will be obtained solely from debt
financing.  The negative outlook reflects the substantial increase
in debt levels and weakening of credit metrics that is expected to
occur if the offer is accepted.  Moody's will evaluate the
company's expected capital structure, liquidity position and
business strategies upon executing a definitive transaction
agreement and consider the extent to which a ratings downgrade is
warranted.

Moody's affirmed these ratings:

   * $50 million senior secured revolving credit facility
     due 2007, rated Ba3

   * $105 million senior secured first lien term loan A due 2009,
     rated Ba3

   * $70 million senior secured term loan B due 2010, rated Ba3

Headquartered in Omaha, Nebraska, InfoUSA Inc. is a leading
provider of:

   * business and consumer information;
   * data processing; and
   * database marketing services.

Revenues for the twelve months ended March 31, 2005 were
approximately $359 million.


INTERSTATE BAKERIES: Selling Boise Lot for $2.3M to R.W. Van Auker
------------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates own a
parcel of land at 420 North Five Mile Road, in Boise, Idaho, which
includes a 63,052-square foot building.  The Debtors currently use
less than 5% of the total space in the Building for the operation
of a thrift store.

After evaluating all owned and leased real estate to maximize the
value of their businesses and assets, the Debtors determined that
they no longer need the Boise Property.

Hence, the Debtors ask the U.S. Bankruptcy Court for the Western
District of Missouri for authority to sell the Boise Property to
Ronald W. Van Auker, through Pioneer 1031 Company, subject to
higher or better offers.

The Debtors have entered into an Asset Sale Agreement with Mr.
Van Auker, as the stalking horse bidder.  The Debtors will sell
the Property for $2,315,015.

Mr. Van Auker has deposited $231,502 in an escrow account.

The Asset Sale Agreement also provide that:

   * The sale of the Boise Property to Mr. Van Auker will include
     all of the Debtors' right, title and interest in the
     Property;

   * The closing will occur within five business days of the
     Court's approval of the Asset Sale Agreement, subject to
     the payment of the Purchase Price;

   * Mr. Van Auker will lease 6,528 rentable square feet of
     space, including the adjacent parking lot, for the Debtors'
     exclusive use;

   * The Debtors will deliver good and marketable fee simple
     title to the Land and Improvements, free and clear of liens,
     other than Permitted Exceptions; and

   * The Boise Property is being sold "as-is, where-is," with no
     representations or warranties, reasonable wear and tear and
     casualty and condemnation excepted.

Hilco Industrial, LLC, and Hilco Real Estate, LLC, marketed the
Boise Property.  Hilco will receive $121,813 for its marketing
and disposition services.

The Debtors require offers for the Property to be delivered by
June 17, 2005.  The Debtors will conduct an auction on June 24 if
a competing bid is received.  The Debtors impose a $2,400,000
minimum bid.

The Debtors also seek permission to pay Mr. Van Auker a $46,300
termination fee if they consummate the sale with another bidder.
The Debtors also seek to reimburse up to $2,500 of Mr. Van
Auker's expenses.  The Bid Protections are intended to compensate
Mr. Van Auker for making the first qualified bid and setting the
floor price for the Boise Property.

The Debtors propose to serve notice of the Boise Property Sale to
all parties-in-interest.  Accordingly, the Debtors will publish a
weekly notice or advertisement of sale in the Idaho Statesman for
the two weeks preceding the Bid Deadline along with a notice or
advertisement of sale in The Wall Street Journal.

The Boise Property Sale will be considered at the June 28, 2005
omnibus hearing scheduled by the Court in the Debtors' Chapter 11
cases.

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

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


INTERSTATE BAKERIES: Selling Sta. Maria Lot for $720K to N. Shore
-----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri for
authority to sell a parcel of real property at 1790 West
Betteravia, in Santa Maria, California, for $720,000 to North
Shore Holdings, Ltd.

The Santa Maria Property includes an approximately 2,250-square
foot building that the Debtors are not currently using.

The Debtors received three offers for the Santa Maria Property.
With the assistance of Hilco Industrial, LLC, and Hilco Real
Estate, LLC, the Debtors conducted a telephonic auction on
June 3, 2005.

North Shore, an Illinois Corporation, emerged as the highest and
best bidder.  The unsuccessful bidders -- California Pro
Painting, Inc., and Guadalupe Alvarez -- offered $501,000.

The salient terms of the Debtors' Asset Purchase Agreement with
North Shore are:

   * North Shore has deposited $50,100 in an escrow account.  The
     Deposit will be held by the escrow agent until the Debtors
     satisfy all conditions to closing;

   * The sale of the Santa Maria Property will include all of the
     Debtors' right, title and interest in the Property;

   * The closing will occur within five business days of the
     Court's approval of the Asset Purchase Agreement, subject to
     the payment of the Purchase Price;

   * The Debtors will deliver good and marketable fee simple
     title to the Land and Improvements, free and clear of liens,
     other than Permitted Exceptions; and

   * The Santa Maria Property is being sold "as-is, where-is,"
     with no representations or warranties, reasonable wear and
     tear and casualty and condemnation excepted.

The Debtors will pay Hilco $39,600 -- 5.5% of the Purchase Price
-- for its marketing and disposition services.

The Debtors believe that the sale of Santa Maria Property to
North Shore is the best way to maximize the value of the
Property, reduce indebtedness, improve liquidity to facilitate
the formulation and ultimate confirmation of a reorganization
plan, and yield the highest possible returns to creditors.

In the event North Shore fails to close the sale for any reason,
the Debtors seek permission to consummate the sale with the next
highest and best bidder.

The Debtors also want the Sale exempted from transfer, stamp or
similar taxes, conveyance fees and recording fees, and costs and
expenses imposed by any federal, state, county or other local law
in connection with the Property's transfer or conveyance.

The Court will consider the Santa Maria Property Sale at the
June 28, 2005 omnibus hearing in the Debtors' Chapter 11 cases.

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

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


JEROME DUNCAN: Files Chapter 11 Petition in E.D. Michigan
---------------------------------------------------------
Jerome-Duncan Inc., Michigan's largest Ford dealership and one of
the five largest Ford dealerships in the country, filed for
chapter 11 protection in the United States Bankruptcy Court for
the Eastern District of Michigan on June 17, 2005.

The filing resulted from a shareholder dispute between Gail
Duncan, who operates the dealership, and her father, Richard
Duncan, who co-founded the dealership and still holds a
significant ownership stake, the dealership's general
manager, Scott Reas, told The Detroit News.

Gail Duncan is the majority owner by a small percentage, and
Richard Duncan is the minority owner, Mr. Reas said.

According to The Detroit News, Jerome-Duncan's annual revenue
regularly tops $100 million.  It has employed more than 200 people
in recent years and is listed among the top female-owned
businesses in the country.

Headquartered in Sterling Heights, Michigan, Jerome Duncan, Inc.,
is a Ford Motor dealer.  The Company filed for chapter 11
protection on June 17, 2005 (Bankr. E.D. Mich. Case No. 05-59728).
Arnold S. Schafer, Esq., at Schafer and Weiner, PLLC, represents
the Debtor in its restructuring efforts.


JEROME DUNCAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Jerome Duncan, Inc.
        8000 Ford Country Lane
        Sterling Heights, Michigan 48313

Bankruptcy Case No.: 05-59728

Type of Business: The Debtor is a Ford Motor dealer.

Chapter 11 Petition Date: June 17, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Arnold S. Schafer, Esq.
                  Schafer and Weiner, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, Michigan 48304
                  Tel: (248) 540-3340

Total Assets: Unknown

Total Debts:  Unknown

The Debtor's list of its 20 Largest Unsecured Creditors was not
available at press time.


KANSAS GAS: S&P Rates $320 Million Secured Bonds at BB-
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit ratings on electric generation and transmission company
Westar Energy Inc. and its subsidiary Kansas Gas & Electric Co.

At the same time, Standard & Poor's assigned its 'BB-' rating to
KG&E's $320 million secured facility bonds series 2005 due 2021.

The outlook remains positive.  As of March 31, 2005, the Topeka,
Kansas-based company had $1.5 billion of consolidated long-term
debt outstanding.

"The ratings on KG&E reflect Westar's consolidated credit profile,
which includes a business profile based on the core vertically
integrated electric utility operations in Kansas and a weak but
improving financial profile," said Standard & Poor's credit
analyst Barbara Eiseman.

The company has taken significant actions during the past two
years to reduce its business risk and strengthen its aggressively
leveraged balance sheet.

The positive outlook on KG&E mirrors that on Westar and recognizes
the significant actions management has taken to strengthen the
company's financial condition and reduce its business risk.

However, to make the transition to investment grade, Westar must
achieve and sustain cash flow measures that are solidly investment
grade and receive a reasonable rate decision in its pending rate
case.


KMART CORP: Ruth Clingan Wants Stay Lifted to Liquidate Claim
-------------------------------------------------------------
Ruth M. Clingan is the surviving spouse of decedent Thomas R.
Clingan, on whose behalf she brought a complaint for medical
malpractice and wrongful death.  The complaint sought relief
against treating doctors as well as against Kmart Corporation,
through its pharmacy operation, and Jack C. Sharp, the pharmacist
employed by Kmart.

Ms. Clingan filed Claim No. 30705 asserting in excess of
$3,000,000 in damages.  The claim was submitted to mediation
process and Kmart later offered to compromise the claim for
$100,000.

Ms. Clingan's attorneys rejected the offer.

Based on the Kmart's 21st Omnibus Objection, the value of the
claim was set at $100,000.  Ms. Clingan clarified the Court's
April 1, 2004 order ruling on the 21st Omnibus Objection and on
May 6, 2005, the Court entered an Agreed Order vacating its
April 1, 2004 order as to Ms. Clingan's claim.

Ms. Clingan wants to proceed to judgment and liquidate her claim
solely against Mr. Sharp.

Kmart's counsel has advised Ms. Clingan that Kmart will not oppose
her request.

By this motion, Ms. Clingan asks the Court to lift the stay as to
Claim No. 30705 and allow her to liquidate her claim as to Kmart
and obtain a judgment against Mr. Sharp.

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: Sears Discloses 13-Week Revenue Ended April 30
----------------------------------------------------------
In a Form 10-K filed with the Securities and Exchange Commission,
Sears Holdings Corporation discloses Kmart Corporation's sales for
13 weeks ended April 30, 2005.

Sears Holdings is in the process of integrating Kmart and Sears,
Roebuck and Co.  William K. Phelan, vice president and controller
of Sears Holdings Corporation, relates that, for purposes of
reviewing the results of operations and making asset-allocation
decisions during the first quarter 2005, Sears Holdings' new
senior management team continued to utilize the reporting
structures, which existed independently for Sears Roebuck and
Kmart prior to the merger.

                Kmart's Results and Key Statistics
              (In millions, except number of stores)

                                              13 Weeks Ended
                                            -------------------
                                            04/30/05   04/28/04
                                            --------   --------
   Merchandise sales and services            $4,522     $4,627
   Cost of sales, buying and occupancy        3,462      3,545

   Gross margin rate                           23.4%      23.4%

   Selling and administrative                   947        945

   Selling and administrative expenses
      as a percentage of total revenues        20.9%      20.4%

   Depreciation and amortization                 10          4
   Gain on sales of assets                       (6)       (32)
                                            -------    -------
   Total costs and expenses                   4,413      4,462
                                            -------    -------
   Operating income                            $109       $165
                                            =======   ========
   Number of stores                            1,479     1,505

According to Mr. Phelan, comparable store sales and total sales
decreased by 3.7% for the 13-weeks ended April 30, 2005 as
compared to 2.3% of the 13-weeks ended April 28, 2004.  Mr. Phelan
explains that the decline in same-store and total sales is due to:

   -- lower transaction volumes;

   -- the impact of poor weather conditions on Sears Holdings'
      seasonal product lines; and

   -- the unfavorable impact of ongoing construction activity in
      stores, which are converting to the Sears Essentials
      format.

Total sales benefited from an additional $153 million of sales as
a result of three additional days in the current quarter due to
Sears Holdings' change from a Wednesday to Saturday month end.
However, total sales were negatively impacted by a reduction in
the total number of operating Kmart stores, which more than offset
the additional three days of revenue.

Mr. Phelan explains that improvements reflecting greater use of
import goods, favorable vendor negotiations and a reduction in
clearance markdowns due to improved inventory management were
offset by higher promotional markdowns and the impact of fixed
store occupancy expenses.

Selling and administrative expenses increased slightly as
decreases in payroll and related expenditures resulting from cost
saving initiatives were more than offset by an increase in
advertising expenses for local advertising programs.  The current
year's selling and administrative expenses also include a
$3 million charge related to employee termination costs associated
with Sears Holdings' home office integration efforts.

Kmart's operating income for the 13-weeks ended April 30, 2005,
decreased as compared to the 13-weeks ended April 28, 2004,
primarily due to the 2.3% decline in merchandise sales and
services revenues and the additional $26 million of gains on the
sale of assets recognized during the same period in the prior
year.

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)


KRISPY KREME: Five Officers Resign While One Retires
----------------------------------------------------
Five Krispy Kreme Doughnuts, Inc., officers resigned and one
retired after the Company's Special Committee of independent
directors told the Company's senior management on June 15, 2005,
that those officers should be fired.

The Special Committee is cooperating with the Government, which is
investigating the Company's accounting and financial statements,
and claims of negligence asserted in a pending shareholders'
lawsuit.

The Company is keeping the identity of these six officers a
secret.  According to news reports, these officers worked in
Krispy Kreme's operations, finance, business development, and
manufacturing and distribution departments.  They include four
senior vice presidents.

The Associated Press observed that Krispy Kreme removed the names
of five senior vice presidents from its Web site on June 21.  The
AP identified these senior vice presidents:

   -- chief information officer Frank Hood;
   -- Fred Mitchell of manufacturing and distribution;
   -- Sherry Polonsky of finance;
   -- Jimmy Strickland of area developer operations; and
   -- Robert H. Vaughn Jr. of business development.

The Company said it will fill the vacant positions with existing
personnel.

"I'm very pleased they're taking such serious action," Peter James
Hall told Bloomberg News.  Mr. James oversees $1 billion at
Sydney, Australia-based Hunter Hall Investment Management, Krispy
Kreme's biggest shareholder with 5.3 million shares.  "The most
important thing is that the special committee reports and the
company reports its financial statements.  Then we move on to the
next phase of the evolution of the company."

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

                         *     *     *

                     Internal Investigation

As reported in the Troubled Company Reporter on May 2, 2005,
Krispy Kreme Doughnuts, Inc., was unable to file its Form 10-K for
the fiscal year ended January 30, 2005, within the prescribed time
period and provided a financial update.

The Company is undergoing analysis related to the proper
application of generally accepted accounting principles to certain
transactions, which occurred in the fiscal year ended Feb. 1,
2004, and earlier years as well as in fiscal 2005.  Until that
analyses are complete, the Company is unable to finalize its
financial statements for fiscal 2005.  The Company's Audit
Committee and management have concluded that the Company's
financial statements for fiscal 2001, 2002 and 2003 and the first
three quarters of fiscal 2005, in addition to the financial
statements for fiscal 2004, should no longer be relied upon.

In December 2004, the Company's Board of Directors concluded that
the Company's previously issued financial statements for fiscal
2004 should be restated to correct certain errors.  The company
formed the special committee to investigate.

                   Lawsuits and Investigations

As reported in the Class Action Reporter on March 14, 2005, Krispy
Kreme workers, who say they lost retirement savings because the
Company executives hid evidence of declining sales and profits,
have initiated a class action lawsuit in Greensboro federal court.

Court documents reveal that the suit was filed on behalf of
workers who owned stock in the Company's retirement or stock
ownership plans after January 1, 2003, which was around the time
the Company's sales allegedly began to decline.  Specifically,
the workers are contending in their suit that because the
executives said nothing about the Company's troubles, workers
who bought Krispy Kreme stock for their 401(k) accounts, or were
paid stock in bonus plans, had no way of knowing what those
executives knew.  Former chief executive officer Scott
Livengood, who was forced out in January, is among those named
as defendants in the lawsuit.

As reported in the Troubled Company Reporter on Mar 23, 2005,
Krispy Kreme Doughnuts, Inc.'s wholly owned subsidiary, Krispy
Kreme Doughnut Corporation, was served with a purported class
action lawsuit filed in the U.S. District Court for the Middle
District of North Carolina that asserts claims under Section 502
of the Employee Retirement Income Security Act against KKDC and
certain of its current and former officers, styled Smith v. Krispy
Kreme Doughnut Corporation et al., No. 1:05CV00187.

Company officers also were cooperating with the U.S. Attorney's
Office for the Southern District of New York and the Securities
and Exchange Commission in their separate investigations.


LIFEPOINT HOSPITALS: Loan Add-On Prompts S&P to Hold Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Brentwood, Tennessee-based hospital operator LifePoint Hospitals,
Inc. (BB/Negative/--).

The affirmation follows the company's increase in the size of its
senior secured term loan B by $150 million, to $1.4 billion.
While the 'BB' bank loan rating and '3' recovery rating on the
loan (indicating the expectation for meaningful {50%-80%} recovery
of principal in the event of a payment default) were affirmed, the
recovery rating is now considered a weak '3' with the additional
term debt.

LifePoint will use the proceeds of this loan, along with a
$192 million privately placed senior subordinated loan (unrated),
to help refinance its existing convertible notes and finance a
hospital acquisition.  Pro forma for the transaction, debt will be
approximately $1.65 billion.

"The ratings on LifePoint are based on the company's aggressive
growth strategy and moderately high leverage since the recent
completion of the acquisition of Province Healthcare," said
Standard & Poor's credit analyst David Peknay.  The closing of
this acquisition in April 2005 strengthened the company's business
profile and increased the size of its hospital portfolio to 50
facilities from 30.  The diversity of the portfolio improved, as
the company's largest state of operation, Kentucky, should now
generate less than 20% of revenues, where it previously
contributed 30%.

Notwithstanding its reduced geographic and facility concentration,
LifePoint's near doubling in size creates the challenge of
effectively operating the much enlarged organization.  The company
also remains subject to uncertain third-party reimbursement,
particularly in Kentucky and Tennessee, which together generate
nearly one-third of revenues.

Lease-adjusted debt to EBITDA, which more than doubled to about
3.6x with the Province transaction, will likely increase slightly
more, to about 3.7x, when the proposed acquisition of the Danville
Regional Medical Center is completed.  LifePoint's management has
been averse to such use of debt leverage in the past.

The rating incorporates Standard & Poor's expectation that the
company's lease-adjusted debt to EBITDA will fall to about 3.5x by
the end of 2005, and to less than 3.5x in 2006.  Return on capital
is expected to be about 15% for 2005.  LifePoint's anticipated
benefits from acquisition synergies, such as lower corporate
overhead costs, should help the company achieve these targets.  If
earnings fall or if cash flow is weak, management is expected to
alter its plans accordingly to avoid a large amount of debt in the
capital structure.


LIFEPOINT HOSPITALS: Moody's Affirms Credit Facility's Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of LifePoint
Hospitals, Inc. following the announcement of a proposed $150
million add-on term loan B.  Moody's also withdrew the ratings on
the 4.50% convertible subordinated notes that were redeemed
June 15, 2005.  The proceeds from the add-on term loan will be
used, along with cash on hand, to finance the previously announced
acquisition of Danville Regional Medical Center (Danville).

The company also recently announced that it had entered into a
$192 million senior subordinated credit facility, which has not
been rated to fund the redemption of its convertible subordinated
notes.

Below is a summary of Moody's actions:

LifePoint Hospitals, Inc. (parent):

   * Affirmed Ba3 rating on senior secured Term Loan B

   * Affirmed Ba3 rating on senior secured revolving credit
     facility

   * Affirmed Ba3 corporate family rating (formerly the senior
     implied rating)

   * Affirmed B2 senior unsecured issuer rating

LifePoint (former parent):

   * Withdrew B3 rating on 4.50% convertible subordinated notes
     due 2009

The outlook for the ratings is stable.

The ratings reflect:

   * the company's high leverage following the acquisition of
     Province Healthcare in April 2005;

   * the likelihood that the company will continue with its
     acquisitive strategy; and

   * Moody's concern over LifePoint's ability to capture out-
     migration of services to larger urban facilities or non-
     affiliated outpatient centers.

Additionally, while results for the first quarter appear to show
improvement in bad debt expense and same-store admission growth
trends, it is not yet clear if these trends will be sustainable.

Following the acquisition of Province, the company will have:

   * increased geographic and revenue diversification;

   * increased scale that will allow the company to compete more
     effectively with other non-urban hospital players; and

   * solid market share (92% sole community hospital providers).

The stable outlook reflects Moody's view that positive demographic
trends will continue, and rates for Medicare reimbursement will
remain stable in the near term.  Moody's expects the company to
have good operating cash flow and free cash flow allowing for debt
repayment.

The announced transactions, a $150 million add-on term loan, a
$192 million senior subordinated credit facility, and the
redemption of $221 million of convertible subordinated debt,
continue to add, although not significantly, to the company's
overall leverage.

The high leverage and the expectation that the company will
continue with its strategy of acquiring non-urban, not-for-profit
hospitals are expected to constrain the already modest ratios of
adjusted cash flows from operations to adjusted debt and adjusted
free cash flow to adjusted debt.  Therefore, an upgrade of the
ratings is not expected in the near term.

If the company experiences operating challenges caused by
softening admission trends or adverse reimbursement developments
and is not expected to attain and sustain ratios of adjusted
operating cash flow to adjusted debt and adjusted free cash flow
to adjusted debt of 15% and 10%, respectively, there could be
downward pressure on the ratings.

Moody's would also likely downgrade the ratings if the company
were to make another debt financed acquisition or fail to rapidly
reduce leverage below current levels.  Moody's is concerned that
LifePoint's acquisition strategy will focus on larger targets in
the future, as evidenced by the $235 million purchase price for
the 350 bed Danville facility, in order to continue to show the
same relative growth from acquisitions.

Pro forma for the Province and Danville acquisitions and a $40
million agreement to lease Wythe County Community Hospital, funded
with cash on hand, LifePoint would have had cash flow coverage of
debt that is weak to moderate for the Ba3 category.  Moody's
estimates that adjusted cash flow from operations to adjusted debt
and adjusted free cash flow to adjusted debt would have been
approximately 17% and 7%, respectively, for the twelve months
ended March 31, 2005.  Moody's estimates that pro forma adjusted
debt to EBITDAR would have been approximately 3.7 times.

Moody's notes that the use of EBITDA and related EBITDA ratios as
a single measure of cash flow without consideration of other
factors can be misleading (see Moody's Special Comment, "Putting
EBITDA in Perspective," dated June 2000).

Moody's expects LifePoint to have good liquidity and does not
expect the company to draw on its $300 million revolving credit
facility to complete the announced transactions.

The senior secured credit facility is held at the level of the
corporate family rating due to its preponderance in the capital
structure and the belief that total collateral value would not
cover the level of debt.  Ratings remain subject to final review
of documentation by Moody's.

LifePoint Hospitals, Inc. operates 51 hospitals in non-urban
communities with a total of 5,321 licensed beds.  Combined
revenues for the twelve months ended March 31, 2005 approximated
$1,900 million.


M. ANTHONY PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: M. Anthony Properties, LLC
        108 North Bridge Street
        Linden, Michigan 48451

Bankruptcy Case No.: 05-33179

Chapter 11 Petition Date: June 22, 2005

Court: Eastern District of Michigan (Flint)

Judge: Walter Shapero Flint

Debtor's Counsel: Dennis M. Haley, Esq.
                  G-9460 South Saginaw Street, Suite A
                  Grand Blanc, Michigan 48439

Total Assets: Unknown

Total Debts:  Unknown

The Debtor's List of its 20 Largest Unsecured Creditors was not
available at press time.


MAGELLAN MIDSTREAM: Moody's Rates Proposed $275M Term Loan at Ba3
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
the debt ratings of Magellan Midstream Partners, L.P. (MMP,
Ba1corporate family/senior unsecured ratings).  With respect to
its general partner sponsor Magellan Midstream Holdings, L.P.,
Moody's affirmed MMH's Ba3 senior secured rating with a stable
outlook, assigned a Ba3 senior secured rating to MMH's proposed
$275 million term loan, assigned a Ba3 MMH corporate family rating
(formerly known as the senior implied rating), and withdrew its B1
issuer rating.

The review of MMP's ratings is prompted by a preliminary
assessment that indicate that the assets acquired from Shell Oil,
since closing in October 2004, are performing generally in line
with the company's initial forecasts.

Its other base assets (more than 80% of MMP's 2005 projected
operating margin) are continuing their strong performance driven
by the results of Magellan Pipeline, its anchor asset
(approximately 60% of the projected operating margin).  We could
consider MMH's ratings for possible downgrade and end the review
of MMP's ratings for possible upgrade, should MMH implement a new
term loan that turns out to be significantly more liberal than the
draft terms we have reviewed.

Over the next couple of months, Moody's could upgrade MMP's senior
unsecured ratings to Baa3, subject to further analysis of the
company's updated financial forecast and satisfactory progress in
its operating and financial results in the third quarter toward
its 2005 plan.

Moody's will assess the likelihood of MMP realizing the level of
incremental margins in the near term from a number of expansion
projects and commercial efforts under way on the Shell assets.
The Shell acquisition had been fully valued in anticipation of
returns on such projects.  Growth capex on its base business in
the near-term is higher than we expected. (However, Moody's note
that the company has substantial cash and equivalents -- $136
million at March 31, 2005 -- to help finance growth capex.)

Other factors in Moody's rating decision will be:

   * the amount of implicit leverage that debt at MMH imparts on
     MMP, analyzing MMP and MMH on a consolidated basis;

   * the degree of separateness MMP has from MMH from its
     partnership agreement and corporate governance practices; and

   * the potential for dividend pressure on MMP from MMH for the
     latter's debt service and dividend needs.

Higher than expected leverage at MMH from the proposed refinancing
could preclude an upgrade of MMP's ratings.

Moody's had changed MMP's rating outlook from stable to a positive
on November 19 , 2004, shortly after the conclusion of its $543
million acquisition of Shell Oil's Midwest products logistics
system, and had indicated that an upgrade was possible if the
company realized the incremental volumes and margins it initially
had forecast from the Shell assets.  Based on the numbers for the
first quarter, MMP's credit metrics so far remain on par with
those of its investment-grade MLP peers, with adjusted debt/gross
cash flow at 4x.

Since its formation five years ago, the company has:

   * gained critical mass and adequate liquidity of its
     securities;

   * re-capitalized more suitably as an investment-grade credit by
     eliminating secured debt; and

   * accrued a track record of sound financial policy.

It ended its affiliation with its original GP sponsor The Williams
Companies, Inc. in a credit-neutral manner, and now has some
experience under MMH's sponsorship.  The company has shown a
consistent strategic focus on product pipelines and terminals.
These assets have low business risk relative to the investment-
grade MLP peer group.

                    Rating Actions on MMH

The affirmation of MMH's Ba3 senior secured rating reflects
Moody's view that ongoing organic credit accretion is unlikely,
given the likelihood that it will re-leverage from time to time to
accelerate the sponsors' returns and to adjust for an increase in
its expected cash inflows and decrease in debt from mandatory pre-
payments.

A corporate family rating, on par with MMH's senior secured bank
loan rating is assigned, because the collateral for loan is MMH's
GP interests, which comprise its sole asset and value of the
enterprise.  MMH's issuer rating is withdrawn, following the sale
of MMH's remaining MMP LP interests this month.

This sale eliminated the need for us to have a senior unsecured
issuer rating (denoting MMH's un-enhanced debt service capacity),
separate from the secured rating enhanced by highly liquid
collateral (publicly-traded MMP LP interests).

MMH's ownership by private equity firms makes it likely that it
will keep a fair amount of leverage over time.  MMH did a
leveraged distribution in the last refinancing of its term loan in
December 2004.  In six months, MMH paid down this loan from $250
million initially to $100 million currently, resulting in the
company's considering re-leveraging with the proposed term loan.

Net proceeds from the proposed term loan, after repaying the
existing loan, will be used to make a distribution to MMH's
owners, as with its previous loans, allowing MMH to realize
upfront the value of GP distributions forecast over the next few
years.

Otherwise, MMH's owners will receive little in way of
distributions during this period, since the cash sweep mechanism
under the term loan (similar to those in its 2 previous term
loans) requires MMH to use half of its free cash flows for debt
repayment rather than for distributions.  This is particularly
true, since, with the sale of last of its LP units, MMH no longer
has liquid assets to sell to generate additional cash for debt
repayment or distributions.

On a standalone basis, our MMH's ratings anticipate a limited
range of future re-leveraging.  They accommodate a temporary spike
in debt/gross cash flow (GP distributions received) of no higher
than 8x following a re-leveraging (vs. 6.0x at 1Q05), so long as
there is a high likelihood that it will be reduced speedily from
incremental cash flow (most likely from a new investment at MMP)
to run-rates of around 6x at most.

So long as the company does not exceed the 6x threshold, the
proposed term loan allows it to borrow up to an additional $100
million under an accordion feature.  MMH's ratings assume gross
cash flow/interest at no lower than the mid-1x range (2.3x at
1Q05).

MMH's standalone metrics will be monitored in conjunction with
consolidated metrics for the Magellan companies.  Comparing the
debt of MMP and MMH against MMP's cash flows (the sole source of
MMH's cash flows), Magellan's consolidated leverage (MMP+MMH
debt/MMP EBITDA quarterly annualized of 3.3x at 1Q05) is currently
lower than those of other MLPs sponsored by financial investors,
because MMP has relatively less leverage.

MMH's ratings assume MMP/MMH's consolidated leverage in the low 4x
range and consolidated interest coverage (MMP EBITDA/MMP+MMH
interest) of about 4x (it was 4.5x in 1Q05).  Significant
deviation from the above ranges will cause us to re-assess the
ratings of not only MMH but also MMP.

Headquartered in Tulsa, Oklahoma, Magellan Midstream Partners,
L.P. is an MLP that is engaged in the transportation, storage, and
distribution of:

   * refined petroleum products,
   * crude oil, and
   * ammonia.

Magellan Midstream Holdings, L.P. is a limited partnership
primarily between Madison Dearborn Capital Partners IV, L.P. and
Carlyle/Riverstone MLP Holdings, L.P. that own general partner
interests representing about 2% of the MLP.


MANUFACTURING TECH: U.S. Trustee Picks 7-Member Committee
---------------------------------------------------------
The United States Trustee for Region 21 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in
Manufacturing Technology Services, Inc.'s chapter 11 case:

     1. Zoppas Industries de Mexico, S.A. de C.V.
        c/o Colón, Colón & Martínez
        Temporary Chairman
        P.O. Box 9023355
        San Juan, PR 00902-3355

     2. Future Electronics
        c/o Joe Prudente, Credit Director
        41 Main Street
        Bolton, MA 01740

     3. Jos, Ramón Cruz Delgado
        d/b/a Cruz Fire Sprinkler Repair
        P.O. Box 5301
        Caguas, PR 00726

     4. CNC 2000
        c/o Johnny Ramos Mel,ndez
        P.O. Box 8009
        Caguas, PR 00726

     5. Kawai Electric (H.K.) Ltd.
        c/o Arthur F. Davis III, Salesman
        7 Stonier Road
        Tunkhannock, PA 18657

     6. Reltran, Inc.
        c/o David S. Robbins
        702 17th Street East
        Palmetto, Fl 34221

     7. Nationwide Electronics, Inc.
        c/o David Robbins, President
        1611 12th Street East Unit C
        Palmetto, Fl 34221

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

Headquartered in Caguas, Puerto Rico, Manufacturing Services Inc.
-- http://www.mtspr.com/-- manufactures biometric devices,
digital and electronic meters, and special-purpose computers and
laptops.  The company filed for chapter 11 protection on April 18,
2005 (Bankr. D. Puerto Rico Case No. 05-03663).  Jose Raul Cancio
Bigas, Esq., of Hato Rey, Puerto Rico, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $6,000,098 in assets and $10,509,773
in debts.


MANUFACTURING TECHNOLOGY: Files Schedules of Assets & Liabilities
-----------------------------------------------------------------
Manufacturing Services, Inc., delivered its Schedules of Assets
and Liabilities to the U.S. Bankruptcy Court for the District of
Puerto Rico, disclosing:

   Name of Schedule            Assets          Liabilities
   ----------------            ------          -----------
  A. Real Property
  B. Personal Property     $6,000,098
  C. Property Claimed
     as Exempt
  D. Creditors Holding                          $3,191,610
     Secured Claims
  E. Creditors Holding                          $1,100,565
     Unsecured Priority
     Claims
  F. Creditors Holding                          $6,217,597
     Unsecured Nonpriority
     Claims
                           ----------          -----------
     Total                 $6,000,098          $10,509,773

Headquartered in Caguas, Puerto Rico, Manufacturing Services Inc.
-- http://www.mtspr.com/-- manufactures biometric devices,
digital and electronic meters, and special-purpose computers and
laptops.  The company filed for chapter 11 protection on April 18,
2005 (Bankr. D. Puerto Rico Case No. 05-03663).  Jose Raul Cancio
Bigas, Esq., of Hato Rey, Puerto Rico, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $6,000,098 in assets and $10,509,773
in debts.


MASTR ALTERNATIVE: Moody's Rates Class B-4 2005-4 Certs. at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned Aaa ratings to the non-
residual, senior certificates issued by MASTR Alternative Loan
Trust 2005-4, and ratings ranging from A2 and Ba2 to certain
subordinate certificates in the deal.

The Aaa ratings of the certificates are based primarily on:

   * the credit quality of the loans;
   * the structural and legal protections; and
   * on the protection from subordination.

The ratings of the subordinate certificates are based on the
subordination of the respective certificates.

The securitization is backed by multiple originators' fixed-rate
Alt-A mortgage loans with a weighted-average FICO of 687 and an
average loan-to-value ratio of approximately 81%.  Moody's expects
losses on the collateral to range between 1.00% and 1.30%.

Wells Fargo Bank, N.A. will act as master servicer.

The Complete Rating Actions are:

Issuer: MASTR Alternative Loan Trust 2005-4

   * Class 1-A-1 , rated Aaa
   * Class 2-A-1 , rated Aaa
   * Class 3-A-1 , rated Aaa
   * Class 4-A-1 , rated Aaa
   * Class 5-A-1 , rated Aaa
   * Class A-LR , rated NR
   * Class A-UR , rated NR
   * Class A-X-1 , rated Aaa
   * Class A-X-2 , rated Aaa
   * Class 15-PO , rated Aaa
   * Class 30-PO , rated Aaa
   * Class B-2 , rated A2
   * Class B-3 , rated Baa2
   * Class B-4 , rated Ba2


MASTR ALTERNATIVE: Moody's Rates Class B-4 2005-3 Certs. at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned Aaa ratings to the non-
residual, senior certificates issued by MASTR Alternative Mortgage
Trust 2005-3, and ratings ranging between of A2 and Ba2 to certain
subordinate certificates in the deal.  The Aaa ratings of the
certificates are based primarily on:

   * the credit quality of the loans;
   * the structural and legal protections; and
   * on the protection from subordination.

The securitization is backed by multiple originators' fixed-rate
Alt-A mortgage loans with a weighted-average FICO of 718 and an
average loan-to-value ratio of approximately 73%.

Wells Fargo Bank, N.A. will act as master servicer.

The complete rating actions are:

Issuer: MASTR Alternative Loan Trust 2005-3

   * Class 1-A-1 , rated Aaa
   * Class 1-A-2 , rated Aaa
   * Class 1-A-3 , rated Aaa
   * Class 1-A-4 , rated Aaa
   * Class 2-A-1 , rated Aaa
   * Class 3-A-1 , rated Aaa
   * Class 4-A-1 , rated Aaa
   * Class 5-A-1 , rated Aaa
   * Class 5-A-2 , rated Aaa
   * Class 6-A-1 , rated Aaa
   * Class 6-A-2 , rated Aaa
   * Class 6-A-3 , rated Aaa
   * Class 6-A-4 , rated Aaa
   * Class 7-A-1 , rated Aaa
   * Class A-X-1 , rated Aaa
   * Class A-X-2 , rated Aaa
   * Class 15-PO , rated Aaa
   * Class 30-PO , rated Aaa
   * Class B-2 , rated A2
   * Class B-3 , rated Baa2
   * Class B-4 , rated Ba2


MAYTAG CORP: Bain Proposal Cues Fitch to Affirm BB Rating
---------------------------------------------------------
Maytag Corporation's 'BB' senior unsecured debt remains on Rating
Watch Negative by Fitch Ratings following the company's
announcement that it has 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 entered into a definitive agreement to be
acquired by a private investor group led by Ripplewood Holdings
LLC for $14 per share cash.  Fitch originally placed Maytag on
Rating Watch Negative on May 20, affecting approximately $976
million of the company's senior unsecured notes.

According to the preliminary non-binding proposal, completion of
due diligence is expected to take six-to-eight 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.

The Negative Rating Watch primarily reflects the uncertainty
regarding operating control, resulting capital structure, the
expectation of continuing high leverage, steps new owners will
take to improve manufacturing efficiencies, ongoing weakness from
operations, and relentless competition.  In addition, plans to
refinance/repay $412 million of debt maturities are unknown and
the potential for a credit facility securing receivables and
inventories is high, which would subordinate existing bondholders.


MCI INC: Deephaven Solicits Proxy Votes Against MCI/Verizon Merger
------------------------------------------------------------------
Deephaven Capital Management LLC filed a proxy statement with the
Securities and Exchange Commission in an effort to solicit other
MCI, Inc., shareholders to vote against Verizon Communications,
Inc.'s $8.44 billion merger proposal.

Deephaven, a fund manager that beneficially own MCI shares,
intends to vote its 16,118,185 shares, representing approximately
4.96% of the outstanding MCI shares, against the Verizon merger.

As of June 13, 2005, Deephaven had beneficial ownership interest
in bonds of both MCI and Qwest:

                         No. of Shares           Aggregate
        Entity        Beneficially Owned      Principal Amount
        ------        ------------------      ----------------
         MCI             16,118,185             $194,453,656
         Qwest              800,100               78,887,000

Deephaven believes that the revoked $9.74 billion bid from Qwest
Communications International, Inc., would be in the interest of
MCI stockholders.

The Wall Street Journal reports that several large hedge funds
intend to give their proxy votes to Deephaven, but will revoke
them if Qwest doesn't come up with a new offer.

"If Qwest told shareholders of MCI 'if you reject the deal, we
will come to you with this offer,' Verizon will not get the vote,"
Leon Cooperman of Omega Advisors told Jesse Drucker of The
Journal.  "If, on the other hand, I am asked to withhold my vote
with no specific proposal, I'm voting for Verizon.  It's as simple
as that."  Mr. Cooperman owns about 3% of MCI shares.

Deephaven has retained D.F. King & Co., Inc., to solicit proxies
from other MCI shareholders.  Deephaven has agreed to reimburse
D.F. King for its reasonable expenses; to indemnify it against
certain losses, costs and expenses; and to pay it fees in
connection with the proxy solicitation.  Deephaven expects to pay
D.F. King fees not exceeding $250,000 in connection with the proxy
solicitation.

MCI has not yet announced a date for the meeting to vote on
Verizon's offer.  Deephaven says it will use the proxies it gets
whenever the meeting may be held.

A full-text copy of Deephaven's Proxy Statement is available at
the Securities and Exchange Commission at:

   http://ResearchArchives.com/t/s?32

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.


MEDEX INC: Smiths Purchase Cues Moody's to Withdraw Debt Ratings
----------------------------------------------------------------
Moody's has withdrawn the ratings of Medex, Inc. following the
acquisition of the company by Smiths Group plc (rated A3) and the
expiration of the tender offer for the company's outstanding
8.875% senior subordinated notes.  The company no longer has any
debt rated by Moody's.

Ratings withdrawn:

   * Senior secured revolving credit facility, rated B1
   * Senior secured term loan B, rated B1
   * 8.875% senior subordinated notes, rated B3
   * Corporate family rating, B1
   * Senior unsecured issuer rating, B2

Medex is a global manufacturer and marketer of critical care and
alternate care medical products used in both acute and alternate
care settings for a variety of therapeutic, diagnostic and long-
term procedures.  Medex markets and sells critical care systems
and products to over 5,500 hospitals, health care systems, and
alternate healthcare settings in more than 75 countries through a
global sales force and distribution network.  The company was
acquired by Smiths Group PLC on March 21, 2005, and is now a
wholly-owned subsidiary of Smiths Group.

Smiths Group designs and manufactures safety-critical systems and
products, and has market leading positions in:

   * aerospace,
   * detection systems,
   * medical devices,
   * mechanical seals, and
   * interconnect products.


MERIDIAN AUTOMOTIVE: Deutsche Bank Offers $75 Mil. DIP Financing
----------------------------------------------------------------
As previously reported, Meridian Automotive Systems, Inc., and its
debtor-affiliates did not proceed with the $375,000,000 financing
facility with JPMorgan Chase Bank, N.A., as the Administrative
Agent, after certain of the Debtors' original equipment
manufacturers proposed curtailments in production that are
projected to take effect primarily in the Fourth Quarter 2005.

The Debtors decided to restructure their proposed DIP Financing to
accommodate any potential impact on their earnings.  The Debtors,
however, obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to use $30,000,000 from the JPMorgan Facility
through June 30, 2005, while they sought new, permanent financing.

The Debtors have concluded that any new financing would not be
sized adequately to allow repayment of the $310 million of
obligations outstanding under the First Lien Credit Agreement,
but would instead be tailored more narrowly to supplement the
Debtors' current liquidity resources.

The Debtors have had negotiations with Credit Suisse First
Boston, the First Lien Administrative Agent for the First Lien
Secured Lenders, regarding the terms for a new financing
facility.  The Debtors, however, find CSFB's terms unacceptable.
At this time, no agreement between the Debtors and the First Lien
Administrative Agent has been reached.  Thus, the Debtors have
had no alternative but to contact potential financing sources
other than CSFB.

Deutsche Bank Trust Company Americas submitted an initial
proposal to provide financing.  Subsequently, the parties engaged
in extensive negotiations that culminated in a proposal to
provide up to $75 million of secured financing, inclusive of a
letter of credit facility.  After carefully evaluating various
financing proposals received, the Debtors concluded that Deutsche
Bank's offer was superior.

The principal provisions of the Deutsche Bank Facility are:

A. Borrowers

   Meridian Automotive Systems - Composite Operations, Inc., and
   each of its affiliated Debtors.

B. Guarantors

   The Debtors' existing and future domestic subsidiaries.

C. Agent & Banks

   A syndicate of financial institutions and other accredited
   investors, including Deutsche Bank as DIP Agent, to be
   arranged by Deutsche Bank Securities, Inc., as sole lead
   arranger and book manager.

D. Commitment

   Revolving credit facility and letter of credit subfacility in
   an original principal amount of up to $75,000,000.

E. Closing Date

   Not later than June 30, 2005.

F. Purpose

   Initial proceeds would be used on the Closing Date to fund:

      (i) any outstanding fees and expenses under the Existing
          DIP Facility and the payment in full of all amounts
          borrowed under the Existing DIP Facility;

     (ii) the fees and expenses associated with the Deutsche Bank
          Facility, as agreed by the Credit Parties; and

    (iii) other amounts described in a budget as being paid on
          the Closing Date, including certain adequate protection
          payments.

   Thereafter, Loan proceeds will be used to fund the Debtors'
   general corporate and working capital requirements.

G. Term

   Eighteen months after the Closing Date.

H. Security

   All of the Credit Parties' obligations will at all times,
   subject to the Carve-Out, be:

      (i) entitled to superpriority claim status in the Debtors'
          Chapter 11 cases;

     (ii) secured by a perfected first priority lien in favor of
          Deutsche Bank on behalf of the DIP Lenders on all the
          Credit Parties' property that is not subject to valid,
          perfected and non-avoidable liens;

    (iii) secured by a perfected junior lien in favor of Deutsche
          Bank on behalf of the DIP Lenders on all the Credit
          Parties' property that is subject to valid, perfected
          and non-avoidable liens in existence on the Petition
          Date other than liens held by the Prepetition Secured
          Creditors; and

     (iv) secured by perfected first priority, senior priming
          security interests and liens in favor of Deutsche Bank
          on behalf of the DIP Lenders in all of the Credit
          Parties' presently encumbered property.

I. Carve-Out

   The superpriority claims and postpetition liens in favor of
   Deutsche Bank will be subject to:

      (i) in the event of the occurrence and during the
          continuance of an Event of Default, the payment of
          allowed and unpaid professional fees and disbursements
          incurred by the Debtors and the Official Committee of
          Unsecured Creditors in an aggregate amount not in
          excess of $5,000,000, plus all unpaid professional fees
          and disbursements incurred prior to the occurrence of
          an event of Default; and

     (ii) the payment of trustee fees pursuant to 28 U.S.C.
          Section 1930(a)(6).

J. Commitment Fee

   Commitment fees equal to 0.50% per annum times the daily
   average unused portion of the DIP Facility will accrue from
   the Closing Date, will be computed on the basis of a 360-day
   year and will be payable monthly in arrears during the term of
   the Deutsche Bank Facility and on the maturity or termination
   of the DIP Facility;

K. Letter of Credit Fees

   Letter of credit fee equal to the applicable margin for
   Eurodollar Rate Loans under the DIP Facility, will be payable
   to Deutsche Bank, and a fronting fee with respect to L/Cs
   equal to the greater of $500 per annum and 0.25% per annum,
   will be payable to the DIP Lender issuing the L/C.

   Customary drawing and administration fees will be charged by
   each issuing DIP Lender.

L. Interest Rates

   At the Debtors' option, the adjusted Eurodollar Rate plus 3%
   per annum or Base Rate plus 2% per annum on the daily
   outstanding balance.

M. Default Interest

   After the occurrence and during the continuance of an Event of
   Default, interest on the Loans will bear interest at a rate
   equal to 2% per annum plus the otherwise applicable rate.

N. Events of Default

   The Events of Default, subject to customary and appropriate
   grace periods, include without limitation:

   -- failure to make payments when due;
   -- defaults under other pacts or instruments of indebtedness;
   -- non-compliance with covenants;
   -- breaches of representations and warranties;
   -- judgments in excess of specified amounts;
   -- invalidity of guaranties;
   -- impairments of security interests in collateral;
   -- material adverse change;
   -- "changes of control"; and
   -- customary bankruptcy defaults.

The Debtors believe that the Deutsche Bank Facility will enable
them to pursue their reorganization efforts in a manner that will
maximize value for all parties-in-interest in their bankruptcy
cases.

By this motion, the Debtors ask Judge Walrath for authority to:

   (1) obtain up to $75,000,000 in secured postpetition financing
       from Deutsche Bank;

   (2) grant superpriority liens and claims to the DIP Lenders
       payable from, and having recourse to, all property of the
       Debtors' estates and all proceeds thereof; and

   (3) execute and enter into the DIP Credit Agreement and
       related documents with Deutsche Bank and to perform other
       and further acts as may be reasonable required in
       connection with the DIP Documents.

The Court will convene a hearing on June 29, 2005, at 12:30 p.m.
to consider approval of the Deutsche Bank Facility.

The Lead Arranger and the DIP Agent are represented in the case
by O'Melveny & Myers, LLP.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Can Pay $300,000 Work Fee to Deutsche Bank
---------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to pay Deutsche Bank Trust Company Americas a $300,000
non-refundable work fee to defray the costs and expenses Deutsche
Bank incurred in evaluating, preparing and submitting a
postpetition financing proposal.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, explains that in pursuing a financing
package with the Debtors in the limited time available, Deutsche
Bank devoted intensive time and resources to due diligence and to
the legal, financial and other preparatory work attendant to
submission of a definitive financing package.

"Understandably, Deutsche Bank does not wish to undertake a
costly and accelerated work schedule to achieve a final financing
package if it must bear all of the execution risk attendant to
its deal not closing. . . ." Mr. Brady says.

Deutsche Bank notified the Debtors that its willingness to
complete its due diligence and underwriting process is
conditioned on the Debtors' payment of the Work Fee.

Any portion of the Work Fee in excess of the fees and expenses
incurred by Deutsche Bank as of the closing will be credited
against other facility fees payable to the DIP Agent, if the
proposed DIP Facility is closed.  Similarly, if the DIP Financing
is not consummated and Deutsche Bank has incurred reasonable fees
and expenses in excess of the Work Fee, the Debtors will support
payment of the excess amounts as administrative expenses.

                        Committee Responds

Given the accelerated time frame within which Deutsche Bank must
complete its due diligence and consummate the proposed
replacement facility, the Official Committee of Unsecured
Creditors believes the $300,000 is appropriate to be paid as the
Work Fee.  The Committee agrees that the Deutsche Bank Facility
is superior to all other proposals received by the Debtors to
date.

The Committee, however, reserves its right to object to the
allowance of any amounts in excess of the $300,000 Work Fee to
the extent the amounts are not reasonable.

                          *     *     *

Judge Walrath authorizes the Debtors to pay the $300,000 Work Fee
to Deutsche Bank.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants to Release JPMorgan From Claims
----------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
authority to release JPMorgan Chase Bank, M.A., as administrative
agent, and the existing lenders under the Revolving Credit, Term
Loan and Guaranty Agreement dated as of April 28, 2005, from all
claims and causes of action.

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, explains that the termination of all
liens and security interests in favor of JPMorgan and the
existing DIP Lenders is a condition precedent to the
effectiveness of the $75 million DIP financing facility with
Deutsche Bank Trust Company Americas, as agent.  The Release
includes a waiver of potential causes of action belonging to the
Debtors' estates.

At the May 26, 2005 hearing, certain parties have expressly
"reserved their rights" to bring claims against JPMorgan and the
existing DIP Lenders.  Mr. Morton relates that the Lenders are
not willing to consensually release their liens and claims
against the Debtors unless the DIP Order is modified to include
the Release.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MIRANT: MAGi Panel Presents Issues on Impairment Order Appeal
-------------------------------------------------------------
On June 9, 2005, Judge Lynn sent out a report in relation to the
Appeals taken by the Official Committee of Unsecured Creditors of
Mirant Americas Generation, LLC, and the Ad Hoc Committee of MAG
Bondholders from the Bankruptcy Court's Order finding that MAGi's
Long-Term Noteholders are not impaired.  Mirant Americas
Generation, LLC, is a Mirant Corporation debtor-affiliate.

In his Report, Judge Lynn offered his observations:

    -- to aid the District Court in assessing the likelihood that
       granting the MAGi Committee and the Ad Hoc Committee's
       Appeal requests would delay confirmation of the Plan; and

    -- to assist the District Court in establishing any expedited
       briefing schedule on appeal.

According to Judge Lynn, "hearing on the Debtors' disclosure
statement will be deferred . . . until I complete a valuation
hearing now in progress.  I do not expect I will be able to
complete that hearing and issue a ruling on valuation prior to
June 23.  I do not, therefore, believe the disclosure statement
hearing could be concluded and a ruling on disclosure made before
July 15."

"This would indicate that a confirmation hearing on the Plan
. . . would not be commenced earlier than the second half of
September."

"If the [MAGi Committee and the Ad Hoc Committee's] requests are
granted, it may be the best course not to conduct the hearing on
the disclosure statement, and certainly would be necessary not to
commence a confirmation hearing, until after a ruling on the
appeal by the District Court."

               Appellants Deliver Statement of Issues

The Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC, present to the District Court 12 issues to be
resolved on appeal:

     1. Did the Bankruptcy Court err in not concluding that the
        Debtors' proposed substantive consolidation of MAGi and
        its subsidiaries is a transfer of MAGi's assets
        "substantially as an entirety" under Sections 801 and 802
        of the Indenture?

     2. Did the Bankruptcy Court err in not concluding that the
        transfer of MAGi's direct equity interest in MIRMA is a
        transfer of MAGi's assets "substantially as an entirety"
        under Section 801 of the Indenture?

     3. Did the Bankruptcy Court err in concluding that the
        substantive consolidation of MAGi and its subsidiaries is
        not a merger or consolidation of MAGi pursuant to Sections
        801 and 802 of the Indenture?

     4. Did the Bankruptcy Court err in concluding that the merger
        of MAGi's subsidiaries is not a transfer of MAGi's assets
        "substantially as an entirety" under Sections 801 and 802
        of the Indenture?

     5. Did the Bankruptcy Court err in not concluding that the
        transfer of MIRMA is prohibited by Section 110 of the
        Supplemental Indentures?

     6. Did the Bankruptcy Court err in failing to conclude that
        the substance of the transaction by which MIRMA is
        transferred to New MAG Holdco and subsequently encumbered
        by liens to secure the Exit Financing violates Section 109
        of the Indenture?

     7. Did the Bankruptcy Court err in concluding that MAGi's
        failure under the Indenture to comply with the financial
        reporting requirements of Section 1005 of the Indenture is
        not a material default?

     8. Did the Bankruptcy Court err in ascribing any significance
        to whether MAGi's undisputed failure to comply with the
        financial reporting requirements of Section 1005 of the
        Indenture is a "material default", when the cure
        requirements of Section 1124 of the Bankruptcy Code are
        not limited to "material defaults"?

     9. Did the Bankruptcy Court err in concluding that the cross-
        default of indebtedness defaults under the Indenture are
        cured by the Plan?

    10. Did the Bankruptcy Court err in concluding that, in the
        case of a continuing default, if a creditor's rights
        respecting that a default are preserved so that, post-
        confirmation, the creditor may act on the continuing
        default, failure to cure does not impair the creditors'
        rights?

    11. Did the Bankruptcy Court err in concluding that Section
        1124(2)(D) of the Bankruptcy Code does not confer an
        equitable right requiring a Plan to be fundamentally fair
        to the creditors to be reinstated?

    12. Did the Bankruptcy Court err in not concluding that the
        release of claims against third parties and the Debtors
        and the related injunctions contained in the Plan do not
        alter creditors' rights?

The Ad Hoc Committee of Bondholders of Mirant Americas
Generation, LLC, asks the District Court to review:

    1. Whether the Bankruptcy Court erred in ruling that the Long-
       term Noteholders are not entitled to vote on the Plan, even
       though the Court determined that it lacked sufficient facts
       to conclude that the Debtors had carried their evidentiary
       burden of proving that the Long-Term Noteholders' rights
       were unimpaired under Section 1124 of the Bankruptcy Code.

    2. Whether the Bankruptcy Court erred in concluding that, even
       though the Plan plainly alters the Long-term Noteholders'
       legal and equitable rights, the Plan does not impair the
       Long-term Noteholders' claims and interests, because it
       purportedly does not trigger a technical default or fail to
       cure an existing default under the Indentures.

    3. Whether the Bankruptcy Court erred in disregarding basic
       principles of contract interpretation in holding that the
       proposed Plan provisions do not violate the Indentures.

    4. Whether the Bankruptcy Court erred in concluding that the
       Plan can provide for the substantive consolidation of the
       Debtors without impairing the Long-term Noteholders'
       claims and interests.

    5. Whether the Bankruptcy Court erred in its interpretation
       and application of the "cure" provisions of Section 1124 of
       the Bankruptcy Code, by concluding:

       (a) that the Debtors are not required to cure defaults
           under the Indentures before the effective date of the
           Plan; and

       (b) that cross-defaults under the Indentures are cured by
           confirmation of the Plan.

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


MUELLER GROUP: Moody's Reviews Junk Sr. Subordinated Notes Rating
-----------------------------------------------------------------
Moody's placed the ratings of Mueller Group, Inc. ("Mueller" - B2
Corporate Family rating, formerly known as senior implied rating),
a wholly-owned subsidiary of Mueller Water Products, Inc., under
review; direction uncertain.

The review was prompted by Walter Industries, Inc.'s ("Walter
Industries" -- Ba2 Corporate Family rating, formerly known as
senior implied rating) announcement that it has entered into a
definitive agreement to purchase Mueller Water Products, Inc. for
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. The transaction is expected to be completed in the third
quarter of 2005.

Walter Industries plans to combine its U.S. Pipe business with
Mueller, creating a separate wholly-owned public reporting
subsidiary with $1.68 billion of pro forma revenues.  The ratings
action recognizes that the pro forma leverage of the combined
entity will significantly exceed Mueller's current debt load.
Specifically, pro forma debt increases to $1.55 billion from $1.05
billion (pro forma amount assumes a portion of Mueller's debt is
refinanced).

U.S. Pipe adds a moderate amount of EBITDA ($45 million) relative
to $500 million of additional acquisition-related debt.  Moody's
plans to meet with Walter Industries' management in the short-term
to further analyze if Mueller debt holder's position will be
materially changed, post-acquisition. Walter Industries has stated
that downstream guarantees would not be provided to Mueller's debt
holders and that it will likely tender for Mueller's $100 million
second lien secured notes this year, while leaving the senior
subordinated notes and discount notes in place.

The review will focus on the details of the financing for
completing the transaction, including the anticipated terms of the
acquisition-related debt.  Moody's will also review the potential
$25 to $35 million of synergies to be realized between the
businesses, and the combined company's financial flexibility and
liquidity.  Most importantly, Moody's will examine the combined
company's ability to generate free cash flow and reduce the
additional acquisition related-debt.

These ratings were placed under review:

   * Second lien senior secured notes, due 2011 - B3

   * Senior subordinated notes, due 2012 - Caa1

   * First lien senior secured term loan and revolving credit
     facility - B2

   * Corporate Family (previously call the Senior Implied)
     rating - B2

   * Senior unsecured issuer rating - Caa1

Headquartered in Decatur, Illinois, Mueller Water Products, Inc.,
produces a wide range of flow control products including:

   * hydrants,
   * valves,
   * pipe fittings,
   * pipe hangers,
   * pipe nipples, and
   * other related products.

The company reported revenues of $1.1 billion for the LTM ended
April 2, 2005.


MYLAN LABORATORIES: Moody's Rates $975 Million Debts at Ba1
-----------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to the new senior
secured credit facilities of Mylan Laboratories Inc.  Moody's also
assigned a Ba1 rating to Mylan's new senior unsecured notes, and
an SGL-1 speculative grade liquidity rating.  Mylan's Corporate
Family Rating (formerly known as the senior implied rating) is
affirmed at Ba1, and the rating outlook is stable.

Ratings assigned to Mylan Laboratories Inc.:

   * Ba1 senior secured term loan of $275 million due 2010

   * Ba1 senior secured revolving credit facility of $200 million
     due 2010

   * Ba1 senior unsecured notes of $500 million

   * SGL-1 speculative grade liquidity rating

Rating affirmed:

   * Ba1 corporate family rating

The ratings are being assigned in conjunction with Mylan's recent
announcement that it will perform a partial recapitalization
involving share repurchases of approximately $1.25 billion.  Mylan
has announced that it will use approximately $500 million of
existing cash and $775 million of new debt to fund the
transaction.

Moody's understands that both the senior secured bank credit
facilities and the senior unsecured notes are to be guaranteed by
each of Mylan's direct and indirect wholly owned domestic
subsidiaries (other than an insurance subsidiary).  The bank
credit facilities are secured by a perfected lien on and pledge of
all of the capital stock of each direct and indirect subsidiaries
(limited to 65% of the voting stock of foreign subsidiaries).

Moody's believes the collateral package for bank lenders is
meaningful because Mylan's subsidiaries own fixed assets as well
as intellectual property related to Nebivolol and transdermal
technologies, and Moody's estimates higher expected recovery
levels for bank lenders than for senior unsecured note holders.

However, Moody's does not currently believe the difference in
estimated recovery levels for unsecured note holders is
significant enough to warrant different ratings.  This belief
considers Mylan's enterprise value in relation to its debt, its
current rating level, as well as the subsidiary guarantees
provided to unsecured note holders.  As a result, Moody's is
assigning Ba1 ratings to both the senior secured bank facility and
the senior unsecured notes.

The ratings of the proposed bank facility and senior notes reflect
Moody's understanding of the transaction terms as contemplated,
and are subject to final documentation.

Mylan's SGL-1 liquidity rating reflects Moody's belief that Mylan
will have a high degree of liquidity after the transaction.  Mylan
has a long history of internally funding capital expenditures and
dividends without reliance on debt, and Moody's expect positive
free cash flow to continue.

Moody's expects that Mylan will maintain cash balances of several
hundred million dollars, and additional liquidity is provided by
the $200 million credit facility, expected to be undrawn at the
close of the transaction. Moody's anticipate ample headroom under
the financial covenants.

The Ba1 ratings reflect Moody's assumption that Mylan's cash flow
during the current fiscal year ending March 31, 2006 will improve
compared to fiscal year 2005 levels, driven in part by sales of
transdermal fentanyl, which Mylan launched in January 2005.  The
Ba1 ratings also reflect the expectation that Mylan will utilize a
portion of its free cash flow to deleverage over the next several
years.  These factors are discussed in greater depth below.

Moody's has assigned Mylan's ratings in the context of Moody's
Global Pharmaceutical Rating Methodology, published in November
2004.  The published methodology is oriented more towards branded
pharmaceutical companies.

Although challenged by exposure to blockbuster patent expirations,
branded companies still enjoy much higher margins, better pricing
flexibility, significantly higher barriers to entry, and
substantial amounts of cash on their balance sheets relative to
generic companies.

In applying the rating methodology to generic drug companies,
Moody's therefore expects financial metrics to be sustainable at
the higher end of the ranges indicated.  Within the broad "Ba"
rating category, Moody's expects cash flow from operations to
adjusted debt of 15-25%, and free cash flow to debt of 10-15%.

For the "Baa" rating category, Moody's expects cash flow from
operations to adjusted debt of 25-40%, and free cash flow to
adjusted debt of 15-25%.  Pro forma for the new debt issuance,
Moody's estimates that Mylan's fiscal year 2005 adjusted cash flow
from operations to adjusted debt and free cash flow to adjusted
debt were 24% and 9%, respectively.

Positive credit considerations include:

   * Mylan's leading position in the U.S. generic market;

   * its long history funding growth entirely with internal funds;
     and

   * its investment in generic R&D, which has led to successful
     product launches.

Rising demand for generic drugs should be fueled by upcoming
blockbuster patent expirations, ongoing cost containment
pressures, and the Medicare drug benefit, which becomes effective
in 2006.  Mylan has several near-term potential opportunities from
First-to-File Paragraph-IV patent challenges, including topiramate
and levofloxacin, which could result in launches in late fiscal
year 2006 or fiscal year 2007.

Longer term, Mylan's Nebivolol branded product for hypertension
and potentially for congestive heart failure also presents upside
opportunity.  Mylan recently announced it would seek a strategic
partner to market the product. Moody's believes this strategy is
less risky than building or acquiring a sales force.  Nebivolol's
FDA approval and market acceptance remain uncertain, however.

Offsetting these strengths, Moody's has several concerns about the
generic drug industry, which has faced intensifying competition,
margin erosion, and reduced opportunities for 6-month exclusive
launches because of the "authorized generics" strategy of branded
companies.  Existing products of most generic companies face
declining sales over time because of new entrants and pricing
erosion, but the level of erosion is difficult to forecast.  New
product launches may offset these sales declines.

However, limited pipeline visibility, and a reliance on successful
patent challenges make these sales difficult to predict as well.
Overall, Moody's believes that the sustainability of revenues and
cash flow are much less certain compared to a typical branded
pharmaceutical company, especially over a period longer than one
year.

Mylan has been affected by these challenges, with a revenue
decline of 8% in fiscal year 2005 and gross margin contraction
from 56% in fiscal year 2004 to 50% in fiscal year 2005.

In addition, Moody's believes that Mylan is at somewhat of a
crossroads in its strategy.  The proposed acquisition of King
Pharmaceuticals last year represented a departure from Mylan's
former strategy.  King operates in the branded drug industry, and
maintains a salesforce that markets products to physicians.

Now that the King acquisition agreement has been terminated,
Mylan's strategy involves refocusing on its generics business.
Mylan's financial policies have also changed, evidenced by the
recapitalization strategy and the assumption of financial
leverage.  An unresolved purported offer for the company from one
of its shareholders adds additional uncertainty about changes in
financial policy.

On a reported basis, Mylan's cash flow from operating activities
declined from $226 million in fiscal year 2004 to $204 million in
fiscal year 2005.  Moody's adjusts Mylan's fiscal year 2005 cash
flows by removing $17 million of litigation payments received,
deducting an estimated $20 million of interest cost (net of taxes)
for the new debt being issued, and adding back approximately $25
million of one-time expenses related to the proposed King
acquisition.

These adjustments result in adjusted cash flow from operating
activities of $192 million during fiscal year 2005, and adjusted
free cash flow (after dividends and capital expenditures) of $69
million.  Using estimated debt of $789 million pro forma for the
transaction ($775 million of debt and $14 million to represent the
present value of operating leases), pro forma cash flow from
operations to adjusted debt was approximately 24%; free cash flow
to adjusted debt was approximately 9%.

The pro forma free cash flow ratio is below the level Moody's
would expect for Mylan's Ba1 rating.  Mylan's cash flow in fiscal
year 2005 was negatively affected by large sales of transdermal
fentanyl in the fourth quarter, which led to a substantial
increase in accounts receivable balances.  Moody's believes that
future product launches of size could similarly affect Mylan's
cash flow.

In assessing the prospects for Mylan's future cash flow, Moody's
considered the revenue and gross profit from Mylan's portfolio of
existing products, and the potential from its pipeline products.
For existing products, key projection assumptions include:

   * the number of competitors currently;
   * potential future competitors; and
   * the rate of market share erosion and gross margin erosion.

For pipeline products, these same assumptions are necessary as
well as additional assumptions regarding timing of launch and
whether or not there will be an "authorized generic."  Launch
timing may depend on either Mylan or a different generic company
prevailing in a patent lawsuit.  Because of the multitude of
assumptions, the predictability and sustainability of Mylan's cash
flows is somewhat uncertain, arguing for financial metrics at the
high end of the ranges specified in Moody's rating methodology.

Under Moody's baseline scenario, the rating agency currently
project cash flow from operations in the range of $200 to $300
million for both fiscal year 2006 and fiscal year 2007, and free
cash flow in the range of $50 million to $150 million each year.
These estimates could be subject to variability, however, based on
deviation from the assumptions discussed.  Higher ratings could be
attained with a faster launch, the absence of an authorized
generic, or delays in other generic companies launching products.
Lower ratings could become probable if competitive conditions
exacerbate and faster price erosion occurs, or if brand companies
prevail in patent challenge cases.

To maintain the Ba1 ratings, Moody's expects Mylan to sustain cash
flow from operations to adjusted debt of 25% to 35%, and free cash
flow to adjusted debt of 10% to 20%.

The ratings could face upward pressure if Mylan exceeds these
ranges, and Moody's believes the improvement is sustainable.  To
consider an upgrade to Baa3, Moody's would expect cash flow from
operations sustainable at approximately 40% and free cash flow
sustainable at approximately 25%, i.e. the high end of the ranges
outlined for the "Baa" category in Moody's methodology.

Conversely, the ratings could face downward pressure if Mylan's
metrics fall below the stated ranges.  This could occur if
competitive pressures in the generic drug industry intensify, or
if Mylan is not successful in launching new products to offset
sales erosion of its existing products.

Headquartered in Canonsburg, Pennsylvania, Mylan Laboratories Inc.
is a pharmaceutical company.  During the fiscal year ended March
31, 2005, Mylan reported net revenue of $1.25 billion, of which
81% was attributable to its generic drug segment.


NEFF CORP: S&P Rates Proposed $245 Million Sr. Sec. Notes at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
equipment rental company Neff Corp., including the 'B+' corporate
credit rating.  At the same time, Standard & Poor's assigned its
'B-' secured debt rating to the company's proposed offering of
$245 million in second-priority senior secured notes due in 2012
(under Rule 144A with registration rights).

The notes are being issued through Neff Rental LLC and Neff
Finance Corp.  The recovery rating on these notes is '5',
indicating negligible recovery of principal in the event of a
payment default.

Also, Standard & Poor's assigned its 'B+' corporate credit rating
to Neff Rental Inc., an operating subsidiary and guarantor of the
$245 million secured notes.

The outlook is stable.

The new notes will partly fund the recent purchase of the company
by Odyssey Investment Partners in a transaction that was valued at
about $500 million.  The purchase was partly funded with unrated
financing, including a new $225 million asset-backed lending
facility and $80 million of privately placed subordinated notes.

Miami, Florida-based Neff operates mainly in the Sunbelt through
67 locations.  The ratings reflect its weak business position in
the cyclical (albeit improving) equipment rental industry and its
aggressive financial profile.

"There has been an improvement in industry fundamentals reflected
in Neff's operations, and the company's EBITDA has grown
considerably," said Standard & Poor's credit analyst John R. Sico.

"Standard & Poor's expects some further industry improvement in
the near term.  Rental rates have recently increased, a trend that
continued through the first quarter of 2005.  Also, the oversupply
of construction equipment has diminished, following the
industrywide practice that deliberately aged fleets and reduced
capital spending.  The industry has also benefited from higher
utilization rates.  Nonresidential construction spending began to
recover in 2004 after declining about 20% from 2000 to 2003.  This
spending has increased modestly so far in 2005, and it is expected
to improve seasonally.  We expect a tempered pace of recovery in
the second half," Mr. Sico added.

The increases in rental rates and equipment utilization have
helped Neff.  The company's sales improved about 20% in 2004, and
adjusted EBITDA margins are now more than 30%.  Credit protection
measures have also improved.  The company has held down its
capital spending and generated positive free cash flow (after
capital spending and net of equipment sales).

However, the aging of its fleet, especially its core earthmoving
equipment, has moderately increased maintenance and repair costs.
Such aging also eventually leads to increased capital spending.
Given the improved industry conditions and higher rental
utilization, fleet modernization is in order.

Neff is expected to continue to improve its operating efficiency
and focus on organic growth.  These tendencies should help the
company keep its credit metrics within Standard & Poor's
expectations -- total debt to EBITDA of about 4.5x-5x over the
business cycle and EBITDA (less capital expenditures) to cash
interest coverage of about 1.5x (adjusted for operating leases).


NORCROSS SAFETY: Moody's Junks Proposed $128.7M Fixed Rate Notes
----------------------------------------------------------------
(June 21, 2005)
Moody's Investors Service affirmed the ratings of Norcross Safety
Products L.L.C., a leading manufacturer of personal protection
equipment, following the recent announcement of its acquisition by
Odyssey Investment Partners LLC, a private equity investor.  At
the same time, Moody's has rated its proposed new financing
transactions as follows. The rating outlook remains stable.

New ratings assigned:

   * B1 for the proposed US $40 million senior secured revolving
     credit facility, due 2010;

   * B1 for the proposed US $87.3 million senior secured term
     loan, due 2011; and

   * Caa1 for the proposed US$128.7 million 11.75% senior fixed
     rate pay in kind notes, due 2012, by the holding company,
     Safety Products Holdings, Inc., including the assumption of
     approximately $103.7 million of existing holdco notes.

Ratings affirmed:

   * B1 corporate family rating;

   * B2 senior unsecured issuer rating; and

   * B3 for the US$152.5 million 9.875% senior subordinated notes,
     due 2011

The ratings on the company's existing senior secured credit
facility and existing holdco notes will be withdrawn upon
completion of the acquisition.

Norcross is being acquired by Odyssey Investment Partners for a
net price of $472 million, or 7.3 times LTM April 2, 2005 adjusted
EBITDA.  As part of the transaction, the company is soliciting
consents from its existing senior subordinated note holders as
well as the Holdco note holders to agree to waive their respective
change of control provision, among other provisions in respect of
the acquisition, thereby allowing the assumption of the notes by
the new shareholders.  Additional funding will come from a new
$127 million senior secured credit facility and approximately $110
million of equity investment from Odyssey.

The ratings reflect:

   * Norcross' leading position in the personal protection
     equipment market;

   * a relatively stable revenue base supported by a diverse
     customer base and broad product offerings with established
     brands;

   * favorable industry trends and growth dynamics; and

   * a track record of solid profit margins and cash flow
     generation.

On the other hand, the ratings are constrained by:

   * its significant debt level and high initial financial
     leverage;

   * acquisitive growth strategy; and

   * its private equity ownership which may limit de-leveraging
     potentials.

The stable rating outlook reflects Moody's expectation of
improving operating performance at Norcross, offset by potential
acquisition and integration risks as well as potential
shareholder-friendly transactions.

Factors that could cause Moody's to consider a negative rating
action include large-sized acquisitions that increase debt
leverage and alter the company's business and risk profile.
Factors that could cause Moody's to consider a positive rating
action include substantially reduced debt leverage supported by a
more conservative long-term financial policy.

Norcross Safety Products is one of the world's largest
manufacturers of personal protection equipment for the general
industrial, fire service and utility/high voltage markets.  For
the LTM March 2005 period, the company generated roughly:

   * 70.2% of its revenues ($317.1 million) from the general
     industrial markets (respiratory, footwear, gloves, etc.);

   * 18.1% ($81.6 million) from the fire service market (bunker
     gear, helmets, etc.); and

   * 11.7% ($52.9 million) from the utility/high voltage market.

The company holds a strong position in a number of niche markets
in which it competes.  It also enjoys a reputation for producing
quality and highly engineered products and has built a relatively
loyal customer base, particularly in the fire service and utility
markets.

Profit margins vary in the different end-markets.  The company's
EBITDA margin is about 12.8% in the more fragmented and
competitive general industrial market, whereas EBITDA margins are
as high as 19.4% in the fire service market and 26% in the utility
market due to the more highly-engineered nature of the products
and stronger barriers to entry.

Given that the use of personal protection equipment is needed and
often mandated by government regulations in dangerous work
environment, demand is relatively stable, especially in the fire
service and utility markets.  Increased demands for worker
protection by workers compensation insurers and increasing
spending on preparedness against future terrorist attacks and
catastrophic events are also driving demand for personal
protection equipment.

The gradual reduction in north American manufacturing workforce is
an on-going concern, but this appears to be more than offset by
the growth in the overall PPE market and increasing product
penetration.  Both the PPE market size and Norcross' revenue
increased through the most recent manufacturing recession -- a
testimony to the diversity of the customer base and the revenue
stability of the business.

Moody's notes, however, that since 1995 when the private equity
arms of John Hancock and CIBC, together with the management,
acquired a controlling interest in the company's predecessor,
Norcross has grown rapidly mainly through acquisitions, increasing
its annual revenues of approximately $35 million in 1995 to
today's $452 million.

Given that the personal protection market is highly fragmented,
Moody's expects Norcross to continue its acquisitive growth
strategy.  The company's private equity ownership also makes it
prone to use debt capital to finance future acquisitions.  Moody's
therefore expects its debt leverage to be maintained at a
relatively high level in order to maximize returns to equity
sponsors.

Subsequent to the refinancing, Norcross will remain highly
leveraged.  Funded debt would total approximately $368 million, or
5.7 times estimated LTM 4/02/2005 EBITDA of $64.6 million.  Pro
forma LTM EBITDA would cover cash interest expense and total
interest expense (including PIK interest on Holdco notes) 3.2
times and 1.8 times, respectively.

The company's capex requirement is low, at $8-9 million a year, or
2% of sales.  This has contributed to the company's relatively
good track record of free cash flow generation.  Moody's estimates
free cash flow (cash from operations minus capex) in the first
couple of years to be roughly 8-9% of total debt outstanding.
Short-term liquidity, to be provided by an undrawn $40 million
revolver, is expected to be adequate over the next twelve months.

The B1 rating on the $127.3 million senior secured credit facility
reflects its senior secured status in the debt structure but weak
asset coverage.  The facility will be secured by a first priority
lien on the capital stock as well as all assets of Norcross and
subsidiaries, and will be guaranteed by all material domestic
subsidiaries and its parent, Safety Products Holdings, Inc.

The Caa1 rating on the $128.7 million senior pay in kind notes
issued by the HoldCo reflects their unsecured nature, structural
and effective subordination to senior debt, including those at
Norcross.  The HoldCo notes are un-guaranteed and will PIK at
11.75% payable semi-annually for the first five years.  However,
the company has the option to make the interest payment in cash or
in kind although its current intention is to pay in kind.

Norcross Safety Products L.L.C., headquartered in Oak Brook,
Illinois, is a leading manufacturer of personal protection
equipment.


NORTHWEST AIRLINES: Moody's Junks Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Northwest
Airlines Corporation and its primary operating subsidiary,
Northwest Airlines, Inc.  The Corporate Family Rating (previously
called the Senior Implied rating) was lowered to Caa1 from B2, and
the Senior Unsecured rating was downgraded to Caa3 from Caa1.
Ratings assigned to Enhanced Equipment Trust Certificates were
downgraded as noted below.

In addition, the company's Speculative Grade Liquidity Rating was
downgraded to SGL-3 from SGL-2.  The rating actions complete a
review of Northwest's ratings initiated April 8, 2005.  The
outlook is negative.

The downgrade of Northwest's Corporate Family and Senior Unsecured
ratings reflects the company's continuing operating losses and
negative cash flow.  Higher than expected fuel costs accompanied
by limited progress in achieving needed labor cost reductions has
left the company with an uncompetitive cost structure and will
preclude any near term improvement in the company's operating
performance.

Additionally, Northwest has significantly underfunded defined
benefit pension plans and faces large required contributions for
the remainder of 2005 and in 2006.  The company supports proposed
pension reform that would provide legislative relief to extend the
period of time to fund its pension plans from the current 3 to 5
year period of time to 25 years.  In Moody's view, should
Northwest fail to achieve the labor concessions it seeks as well
as pension contribution relief, the company could need to
reorganize its obligations through bankruptcy proceedings.

The ratings take into account:

   * the company's current liquidity;

   * its ongoing efforts to negotiate cost reductions with its
     unions; and

   * its obligations related to its underfunded pension plans.

While Northwest maintains a strong route system including its
domestic hubs in Minneapolis and Detroit, a significant Asian
network supported by fifth freedom flying rights out of Tokyo
Narita, and an important alliance with KLM, the company's
operating cost structure and upcoming cash calls for pension
funding and debt maturities remain significant credit challenges.

Northwest's cost structure is among the highest in the U.S.
airline industry, and renders the company unable to effectively
compete with the growing cadre of low cost carriers in the
marketplace.

Northwest, like other major airlines, has sought concessions from
its labor unions to reduce its operating costs, but to date only
limited progress has been achieved.  Moreover, the company's
continuing high labor costs have been exacerbated by persistent
high fuel costs, resulting in continued cash operating losses for
the company.  The company's cash operating losses are a particular
concern in relation to its ability to sustain an adequate
liquidity profile because of ongoing cash needs for pension
funding, business reinvestment and upcoming debt maturities.

Northwest's balance sheet liquidity currently remains sound today;
Moody's estimates unrestricted cash will be approximately $2.0
billion at the end of the second quarter.  However, in the absence
of changes in Northwest's cost structure and the airline pricing
environment, liquidity is likely to erode over the next several
quarters due to ongoing cash operating losses, pension
contribution requirements and large debt maturities during 2006.

The downgrade of the company's Speculative Grade Liquidity Rating
to SGL-3 from SGL-2 reflects continued negative cash flow and the
outlook for erosion of balance sheet liquidity, which was the
primary driver of the former SGL-2 rating.  Additionally, the SGL-
3 rating reflects the limited access to external financial markets
and the limited amount of unencumbered assets.  Debt maturities
for the remainder of 2005 are approximately $280 million but
increase in 2006 to approximately $830 million.

In addition, pension contributions for the remainder of 2005 will
be approximately $244 million, and Moody's estimates that 2006
contribution requirements will be substantial.

In late 2004, the company restructured and extended its fully
drawn $975 million bank line of credit that was due to mature in
October 2005.  The original facility consisted of a $575 million
Term Loan A that matures in November 2009, and a $400 million Term
Loan B that matures in November 2010.  The Term Loan A amortizes
over five years through 2009, with the first amortized payment of
$148 million due in November 2005.

In April 2005, the company successfully refinanced this first
payment and created a new Term Loan C for $148 million payable in
six years.  Moody's assigned a B3 rating to the new Term Loan C,
the same ratings Term Loans A and B currently have as a result of
the rating downgrade.

In addition, as part of this renegotiation, Northwest also
obtained an amendment that waived the fixed charges coverage
covenant from June 30, 2005 to June 30, 2006 due to the higher
than expected fuel charges and labor costs which might have caused
non-compliance with the covenant.  The bank facility is guaranteed
by Northwest Airlines Corporation and collateralized Northwest
Airlines, Inc.'s Pacific division route rights and slots and by
aircraft.

Selected EETC ratings were adjusted downward.  The rating actions
were the result of a combination of the change in the underlying
ratings of Northwest and increased loan to value stress due to
Moody's view of current market values of certain aircraft types in
the collateral pool.

Northwest's ratings are supported by its near term liquidity
profile, but could be subject to further downgrade if the
liquidity position further erodes.  Moreover, inability to
meaningfully improve its cost structure through labor negotiations
and other actions, restore profitable operations, and achieve
sufficient cash flow generation to address upcoming pension and
debt maturities without reducing available liquidity could also
adversely affect the rating.  Any potential for rating upgrade
would require sustained profitable operations and free cash flow
generation sufficient to address upcoming cash calls, as well as a
reduction of indebtedness.

Ratings affected include:

Northwest Airlines Corporation --

   * Corporate Family (previously called Senior Implied) rating:
     to Caa1 from B2

   * LT Issuer rating: to Ca from Caa2

   * Speculative Grade Liquidity Rating: to SGL-3 from SGL-2

   * Guaranteed Convertible Notes to Caa3 from Caa1.

Northwest Airlines, Inc. --

   * Senior Unsecured debt: to Caa3 from Caa1

   * Senior Unsecured and Subordinated debt to be issued under the
     multiple seniority shelf: to (P)Caa3 from (P)Caa1 and to (P)
     C from (P)Caa3

Secured Bank Credit Facility:

   - Term Loan A: to B3 from B1
   - Term Loan B: to B3 from B1
   - Term Loan C: B3 rating Assigned
   - Industrial Revenue Bonds (Series 1997): to Caa3 from Caa1

Enhanced Equipment Trust Certificates, except for Aaa ratings
supported by monoline insurance policies:

Series 1994-1 (Trust No.1)

   - Class A: to B1 from Ba2
   - Class B: to Caa2 from B1
   - Series 1994-2 (Trust No.2)
   - Class A: to Ba1 from Baa2
   - Class B: to B1 from Baa3
   - Class C: to B3 from Ba2
   - Class D: to Caa3 from Ba3

Series 1996-1

   - Class A: to B2 from Ba2
   - Class B: to Caa3 from B2
   - Class C: to Ca from Caa1

Series 1997-1

   - Class A: to Caa1 from Ba2
   - Class B: to Caa3 from B2
   - Class C: to Ca from Caa1

Series 1999-1

   - Class A: to Ba3 from Baa3
   - Class B: to Caa2 from Ba3
   - Class C: to Caa3 from B3

Series 1999-2

   - Class A: to Ba1 from Baa2
   - Class B: to B2 from Ba1
   - Class C: to B3 from B1

Series 1999-3

   - Class G: Aaa*
   - Class B: to Caa3 from B1
   - Class C: to Ca from B3

Series 2000-1

   - Class G: Aaa*
   - Class C: to Caa2 from B3

Series 2001-1

   - Class A1 and A2: to Ba2 from Baa3
   - Class B: to B3 from Ba2
   - Class C: to Caa2 from B2

Series 2001-2

   - Class A: to Ba1 from Baa1
   - Class B: to Caa2 from Ba1

Series 2002-1

   - Class G1 and G2: Aaa*
   - Class C: to B3 from B1

Series 2003-1

   - Class D: to Caa3 from Caa1

* Enhanced Equipment Trust Certificates supported by monoline
insurance policies remain rated Aaa.

Northwest Airlines Corporation and Northwest Airlines, Inc. are
headquartered in Eagan, MN.


O-CEDAR HOLDINGS: Court Okays Rule 2004 Probe on Stonebridge
------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave Jeoffrey L. Burtch -- the chapter 7
trustee overseeing the liquidation of O-Cedar Holdings, Inc., and
O-Cedar Brands, Inc. -- permission to conduct examinations under
Bankruptcy Rule 2004.  Mr. Burtch can now question and obtain
documents from Stonebridgre Partners L.P. and its four affiliates,
and 20 individuals associated with Stonebridge.

The Stonebridge entities are private equity investment firms which
purchased the Debtors in 2000.  The 20 individuals participated in
the management of the Debtors' business operations prior to the
bankruptcy filing.

The 20 individuals the Trustee wants to examined are:

     * Andrew Thomas,
     * Michael S. Bruno, Jr.,
     * Robert M. Raziano,
     * Gerald Erickson,
     * Jack Gainer,
     * Mark Carr,
     * Fred Leventhal,
     * Todd Leventhal,
     * Wayne G. Fethke,
     * Richard L. Heggelund,
     * Frank M. Schossler,
     * Barry Vickers,
     * Steven Koschnick,
     * Bradley E. Scher,
     * Francis Novak,
     * Robert E. Beasley,
     * Frank LaManna,
     * Frank DiCesare,
     * Frank Callan and
     * Mark Hollopeter.

Having reviewed the Debtors' financial documents, the Trustee
wants to know whether:

   -- the Debtors were insolvent in the fourth quarter of
      2002, and

   -- the continued operations of the Debtors' businesses
      until the bankruptcy filing plunged the Debtors deeper
      into insolvency.

The Trustee wants to determine whether the Stonebridge board
members knew or should have known about the Debtors' insolvent
condition and ignored financial data showing significant losses to
the estates.

The Trustee contends that if the Debtors' assets were sold before
the fourth quarter of 2002, the estates' creditors would have
obtained a higher recovery on account of their claims.

Headquartered in Springfield, Ohio, O-Cedar Holdings, Inc.,
through its debtor-affiliate, manufactures brooms, mops, and scrub
brushes for household and industrial use.  The Company filed for
chapter 11 protection on August 25, 2003 (Bankr. Del. Case No. 03-
12667).  John Henry Knight, Esq., at Richards, Layton & Finger,
P.A., and Adam C. Harris, Esq., at O'Melveny & Myers LLP represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed over $50
million in both assets and debts.  On May 26, 2004, the cases were
converted to chapter 7 and Jeoffrey L. Burtch was appointed
trustee.


OWENS CORNING: Asks Court to Okay Technical Changes to DIP Order
----------------------------------------------------------------
On October 28, 2004, the U.S. Bankruptcy Court for the District of
Delaware approved an extension of Owens Corning and its debtor-
affiliates' postpetition credit agreement with Bank of America,
N.A. and certain other lenders for an additional two years.  The
Court also authorized the Debtors to amend their postpetition
financing to terminate the Commitments of the Existing Lenders
other than BofA and add new Lenders, pursuant to the Second
Amendment to Postpetition Credit Agreement.   The Second Amendment
specifically expanded the spectrum of available providers from
whom the Debtors could obtain "Bank Products" -- credit cards,
automatic clearing house transactions, cash management, hedge
agreements and the like -- from just BofA to any Lender, including
BofA, and any Lender's affiliates.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the Agent and the Lenders have requested a
technical amendment to the definition of "Obligations" to
reconcile two potential discrepancies between the Second Amended
DIP Order and the Amended Credit Agreement.  The Agent and the
Lenders have raised concern that the definition of "Obligations"
in the Second Amended DIP Order:

   -- does not expressly include liabilities of the Debtors under
      the Amended Credit Agreement to the Lenders' affiliates, as
      opposed to the Agent and the Lenders.  The Agent and the
      Lenders noted that the Amended Credit Agreement permits the
      Debtors to incur liabilities to the Lenders' affiliates
      through the use of the affiliates' Bank Products.  To
      resolve any uncertainty as to this issue, the Agent and the
      Lenders have asked the Debtors to obtain clarification from
      the Court that the term "Obligations," as defined in the
      Second Amended DIP Order, may include liabilities of the
      Debtors to the Lenders' affiliates; and

   -- fails to expressly reference "Bank Products," which are
      included within the definition of "Obligations" in the
      Amended Credit Agreement.  The Amended Credit Agreement
      defines "Obligations" to "include[], without limitation,
      . . . all debts, liabilities and obligations now or
      hereafter arising from or in connection with Bank
      Products."  Accordingly, the Agent and the Lenders have
      asked the Debtors to obtain clarification that "Bank
      Products" -- which are a key benefit to the Debtors under
      the Credit Agreement -- are included within the definition
      of "Obligations" in the Second Amended DIP Order.

The Debtors discussed the issue with the Agent and the Lenders
and agreed that the Second Amended DIP Order should be modified
to provide that all loans made under the Credit Agreement and
interest thereon, together with all reimbursement and other
obligations in respect of letters of credit issued under the
Credit Agreement, and all fees, costs, expenses, indebtedness,
obligations and liabilities of the Debtors to the Agent, the
Lenders and any affiliate of any Lender under or in respect of
the Loan Documents, any Bank Product or the DIP Order, including,
without limitation, "Obligations" as defined in the Credit
Agreement, are referred to as the "Obligations".

The Debtors ask the Court to approve the modified definition of
"Obligations" in the Second Amended DIP Order.

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)


PLAZA GARDENS: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Plaza Gardens South of Overland Park, Inc.
        7100 West 141st Street
        Overland Park, Kansas 66223

Bankruptcy Case No.: 05-22876

Type of Business: The Debtor owns and operates apartments.

Chapter 11 Petition Date: June 22, 2005

Court: District of Kansas (Kansas City)

Debtor's Counsel: Donald G. Scott, Esq.
                  McDowell Rice Smith and Buchanan
                  350 Skelly Building
                  605 West 47th Street
                  Kansas City, MO 64112-1905

Total Assets: $24,000,000

Total Debts:  $23,656,284

Debtor's 6 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Michael G. Schlup                             $2,000,000
   7100 West 141st Street
   Overland Park, KS 66223

   Village Gardens TownHomes, Inc.               $1,500,000
   3900 Newton
   Overland park, KS 66213

   EEI                                             $136,500
   c/o Thomas F. McGraw III
   Mark Owens
   4400 West 109th Street, Suite 111
   Overland Park, KS 66211

   Gerald Jerserich                                 $11,784
   Boal & Jeserich
   748 Ann Avenue
   Kansas City, KS 66101

   KCPL                                              $4,000
   P.O. Box 418679
   Kansas City, MO 64141

   Johnson County Waste Water                        $4,000
   Water District #1
   10747 Renner Boulevard
   Lenexa, KS 66219


PROVIDIAN GATEWAY: Acquisition Plan Cues Moody's to Review Ratings
------------------------------------------------------------------
Moody's Investors Service placed the ratings on 23 classes of
credit card receivables-backed securities issued from the
Providian Gateway Master Trust and the related Providian owner
trusts under review for possible upgrade.

Moody's said that this rating action follows the June 6, 2005
announcement by Washington Mutual, Inc. that it had entered into a
definitive agreement to acquire Providian Financial Corporation.
On the same day, Moody's affirmed the ratings and stable outlook
of Washington Mutual, Inc. (Senior Debt at A3) and its thrift
subsidiaries (Deposits at A2).

The rating agency also put the ratings of Providian National Bank
(Deposits at Ba2, Issuer Strength at Ba3, and Bank Financial
Strength at D) under review for possible upgrade.  The ratings of
Providian (Senior Debt at B2) were placed under review in January,
and remain under review for upgrade.

Moody's review of Providian's receivables-backed securities will
focus primarily on the financial strength of the seller/servicer
as well as the integration of Providian's credit card business
with Washington Mutual's mortgage-based business model.

Upon acquisition, it is expected that Providian National Bank will
merge with one of Washington Mutual's thrift subsidiaries,
Washington Mutual Bank, FSA.  Washington Mutual Bank will be the
surviving entity and assume the role of seller/servicer for the
related asset-backed programs.

The current rating of Washington Mutual Bank is considerably
stronger than that of Providian National Bank.  The credit
strength of the seller/servicer is an important consideration in
Moody's credit opinion of the related asset-backed securities due
to the correlation between the viability of the revolving
securitization program and that of the related seller/servicer.
It is Moody's opinion that higher-rated seller/servicers are more
likely to maintain the ongoing servicing and origination
requirements of such a program.

Furthermore, the relatively strong credit profile of Washington
Mutual Bank will provide the credit card business with access to
broader and cheaper sources of financing, which may allow
Providian to compete more effectively in the middle and prime
segments of the credit card market.

Over the past three years, current Providian management have
successfully grown the middle-market segment of their business and
may benefit further from cross-sale opportunities with Washington
Mutual's customer base.  However, Providian has had more
difficulty in expanding the much more price-sensitive prime
segment of their card business.

Competition in the prime segment of the market is formidable and
includes issuers with much greater scale and/or financial
resources than the pro forma combined Providian and Washington
Mutual entity; therefore, Moody's believes the company's forays in
to the prime card market will continue to be a challenge.

The ratings review will conclude after all the necessary approvals
for the acquisition have been received, at which point Moody's
expects Providian's ratings will be raised to the level of
Washington Mutual's for similar instruments.

The complete rating action is:

Under Review for Possible Upgrade:

  Issuer: Providian Gateway Master Trust

     * $29,605,000 Class B Certificate, Series 2002-B, rated Baa3
     * $118,422,000 Class C Certificate, Series 2002-B, rated Ba3
     * $63,694,000 Class B Certificate, Series 2003-A, rated Ba3

  Issuer: Providian Gateway Owner Trust

     * $73,200,000 Class B Certificate, Series 2004-A, rated Aa2
     * $112,020,000 Class C Certificate, Series 2004-A, rated A2
     * $84,630,000 Class D Certificate, Series 2004-A, rated Baa2
     * $100,605,000 Class E Certificate, Series 2004-A, rated Ba3
     * $68,200,000 Class B Certificate, Series 2004-B, rated Aa2
     * $96,300,000 Class C Certificate, Series 2004-B, rated A2
     * $80,250,000 Class D Certificate, Series 2004-B, rated Baa2
     * $72,220,000 Class E Certificate, Series 2004-B, rated Ba3
     * $50,600,000 Class B Certificate, Series 2004-D, rated Aa2
     * $89,500,000 Class C Certificate, Series 2004-D, rated A2
     * $70,100,000 Class D Certificate, Series 2004-D, rated Baa2
     * $68,113,000 Class E Certificate, Series 2004-D, rated Ba3
     * $49,383,000 Class B Certificate, Series 2004-E, rated Aa2
     * $61,728,000 Class C Certificate, Series 2004-E, rated A2
     * $61,728,000 Class D Certificate, Series 2004-E, rated Baa2
     * $64,814,800 Class E Certificate, Series 2004-E, rated Ba2
     * $27,410,000 Class B Certificate, Series 2004-F, rated Aa2
     * $48,494,000 Class C Certificate, Series 2004-F, rated A2
     * $37,951,000 Class D Certificate, Series 2004-F, rated Baa2
     * $35,843,500 Class E Certificate, Series 2004-F, rated Ba2

                     Collateral Performance

The performance of the securitized Providian credit card portfolio
remains within the bounds of Moody's expectations and is not a
principal factor in the ratings review.  The long-term average
yield, charge-off rate and payment rate have remained above the
industry average as measured by Moody's Credit Card Index.

                           Background

Providian Financial Corporation, headquartered in San Francisco,
California, is the ninth largest credit card issuer in the U.S.
with managed credit card receivables of $18.4 billion at May 31,
2005.  Providian National Bank, the originator and servicer of the
Providian credit card receivables, is a San Francisco based, FDIC-
insured bank and a direct subsidiary of Providian Financial Corp.
Providian National Bank has a long-term deposit rating of Ba2, and
a bank financial strength rating of C, all of which are under
review for possible upgrade.

Washington Mutual, Inc., headquartered in Seattle, Washington, is
the largest thrift holding company in the U.S. and sixth largest
among U.S. bank and thrift companies, with assets of $320 billion
at September.


PROXIM CORPORATION: Taps Pachulski Stang as Bankruptcy Counsel
--------------------------------------------------------------
Proxim Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C. as
their restructuring counsel.

Pachulski Stang is expected to:

   a) provide legal advice with respect to its powers and duties
      as debtors-in-possession in the continued operation of
      their businesses and management of their properties,
      including the contemplated sale of the Debtors' assets and
      proposed DIP financing;

   b) prepare and pursue confirmation of a plan of
      reorganization;

   c) prepare necessary applications, motions, answers, orders,
      reports and other legal papers on behalf of the Debtors;

   d) appear and protect the interests of the Debtors before the
      Court; and

   e) perform all other legal services for the Debtors which may
      be necessary and proper in this proceeding.

The principal professionals who will represent the Debtors and
their current hourly billing rates are:

            Professional                     Rate
            ------------                     ----
            Laura Davis Jones, Esq.          $595
            Tobias S. Keller, Esq.           $450
            Bruce Grohsgal, Esq.             $435
            Maxim B. Litvak, Esq.            $365
            Rachel Lowy Werkheiser, Esq.     $295
            Patricia J. Jeffries             $160
            Louise Tuschak                   $145

To the best of the Debtors' knowledge, Pachulski Stang is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security
and surveillance, last mile access, voice and data backhaul,
public hot spots, and metropolitan area networks.  The Debtor
along with its affiliates filed for chapter 11 protection on June
11, 2005 (Bankr. D. Del. Case No. 05-11639).  When the Debtor
filed for protection from its creditors, it listed $55,361,000 in
assets and $101,807,000 in debts.


QUEENSWAY FIN'L: Creditors Must File Proofs of Claim by Aug. 12
---------------------------------------------------------------
The Superior Court of Justice of Toronto, pursuant to its Claims
Procedure order dated May 27, 2005, set Aug. 12, 2005, as the
deadline for all creditors owed money by Queensway Financial
Holdings Limited and its affiliate, Queensway Holdings, Inc., on
account of claims existing at the present or commenced in the
future.

Creditors must file their written proofs of claim on or before the
Aug. 12 Bar Date, and those forms must be delivered only to Ernst
& Young Inc. in its capacity as Court-Appointed Interim Receiver
of Queensway Financial Holdings Limited and Queensway Holdings,
Inc.

The proofs of claims must be delivered to:

    Ernst & Young Inc.
    Attn: Rahn Dodick
    222 Bay Street
    Ernst & Young Tower
    Toronto-Dominion Centre
    Tel: 416-943-3034, Fax: 416-943-3300
    P.O. Box 251
    Toronto, Ontario, Canada M5K 1J7

Queensway Financial Holdings Limited is a specialty insurance
group that provides a range of individual and commercial insurance
coverages.  The Company is also a property and casualty insurance
holding company and attains its objective through the selective
acquisition and development of niche property and casualty
insurance Companies in Canada and the United States


RAINBOW NATIONAL: Moody's Reviews $500MM Sub. Notes' Junk Rating
----------------------------------------------------------------
According to Moody's Investors Service, the ratings of Rainbow
National Services LLC remain on review for possible upgrade
following Cablevision Systems Corporation's announcement that
Rainbow Media Holdings will be spun off.  Moody's believes Rainbow
would benefit from:

   * the simplified capital structure;

   * lower event risk; and

   * the likelihood of no incremental debt at Rainbow Media or
     Rainbow.

On that premise, the debt at Rainbow would be supported by
attractive assets, primarily the national cable networks, AMC, IFC
and WE with good cash flow generation; it will also no longer be
as burdened by the cash demands at VOOM, a sister subsidiary now
in the process of shutting down.

As noted when Moody's originally put Rainbow on review, Moody's
views Rainbow Media's strategy to exit the satellite business as a
credit positive, since Rainbow Media planned to fund the DBS
segment's development with Rainbow National's cash flow.

The review will focus on Moody's assessment of the improvement to
credit metrics as Rainbow National will no longer be funding the
large capital expenditures necessary to develop the DBS segment
and the potential for somewhat lower event risk following the
spin-off from Cablevision Systems Corporation.  In addition, the
review will include an analysis of:

   * the financial position post spin, in part to assess the
     remaining cash, which historically has been quite high;

   * the ultimate cost associated with closing down the operations
     of VOOM and the likelihood that VOOM will remain a cash drain
     to Rainbow Media over the near term as the company services
     its existing customers; and

   * the potential for the parent company to continue to utilize
     Rainbow National as a funding vehicle for speculative
     investments, including VOOM21.

These ratings are under review for possible upgrade:

   (1) B1 rating on the $350 million senior secured revolving
       credit facility;

   (2) B1 rating on the $600 million senior secured Term Loan B;

   (3) B3 rating on the $300 million of senior unsecured notes
       due 2012;

   (4) Caa1 rating on the $500 million of senior subordinated
       notes due 2014;

   (5) B2 corporate rating; and

   (6) B3 senior unsecured issuer rating.

In a separate press release, Moody's placed under review for
possible downgrade the ratings on the debt of Cablevision Systems
Corporation and CSC Holdings following the announcement that the
Dolan family would take the cable assets private via debt
financing .

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast service providers throughout the United States.  The
company operates three entertainment programming networks:

   * American Movie Classics;
   * WE: Women's Entertainment; and
   * The Independent Film Channel.


REGIONAL DIAGNOSTICS: Committee Taps Capstone as Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio gave
the Official Committee of Unsecured Creditors of Regional
Diagnostics, L.L.C., and its debtor-affiliates permission to
employ Capstone Advisory Group, LLC as its financial advisors.

Capstone Advisory will:

   a) advise and assist the Committee in its analysis of
      historical performance identifying issues impacting earnings
      deterioration, evaluate near and long-term business prospect
      under various restructuring or sale options and evaluate
      near and long-term cash forecasts and adequacy of capital;

   b) evaluate the adequacy of the Debtors' and their advisors
      marketing efforts in identifying the appropriate slate of
      potential acquirers and provide the Committee with analysis
      and advice on the adequacy of possible bids from those
      acquirers;

   c) assist and advise the Committee in the analysis of the terms
      and conditions of any DIP financing arrangements and in
      evaluating the retention arrangements for advisors to be
      retained be the Debtors;

   d) assist and advise the Committee and its counsel in
      identifying and reviewing preference payments, fraudulent
      conveyances and other causes of action;

   e) analyze the Debtors' assets and unsecured creditors recovery
      under various recovery scenarios and analyze alternative
      reorganization scenarios in order to maximize the recovery
      to general unsecured creditors;

   f) develop a monitoring process that will enable the Committee
      to effectively evaluate the Debtors' performance on an
      ongoing basis; and

   g) perform other financial advisory services to the Committee
      that are consistent with its roles and duties in the
      Debtors' chapter 11 cases.

Sean M. Cunningham, a member at Capstone Advisory, reports that
the Firm's professionals' bill:

      Designation              Hourly Rate
      -----------              -----------
      Members & Managers       $505 - $530
      Professional Staff       $275 - $425
      Support Staff             $50 - $175

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

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C. -- http://www.regionaldiagnostic.com/-- owns and operates
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  Jeffrey Baddeley, Esq., at Baker & Hostetler LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


REGIONAL DIAGNOSTICS: Panel Hires Traub Bonacquist as Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Regional
Diagnostics, LLC, and its debtor-affiliates, sought and obtained
permission from the U.S. Bankruptcy Court for the Northern
District of Ohio, Eastern Division, to employ Traub, Bonacquist &
Fox LLP as its local bankruptcy counsel, nunc pro tunc to
May 10, 2005.

Traub Bonacquist will:

     a) provide legal advice to the Committee with respect to its
        duties and power in the Debtors' cases;

     b) assist the Committee in its investigation of the acts,
        conducts, assets, liabilities, and financial condition of
        the Debtors, the disposition of the Debtors' assets, and
        other significant pre-petition transactions.

     c) participate in the formulation of a plan of
        reorganization;

     d) assist and advise the Committee in its examination and
        analysis of the conduct of the Debtors' affairs and causes
        of their insolvency; and

     e) perform such other legal services as may be required and
        in the interest of the creditors, including, but not
        limited to, the commencement and pursuit of such
        adversary proceedings as may be authorized.

Michael S. Fox, Esq., a partner at Traub Bonacquist, discloses the
rates of the professionals at his Firm:

         Designation                Hourly Rate
         -----------                -----------
         Partners                   $395 - $675
         Counsel                           $395
         Associates                 $265 - $285
         Paraprofessionals           $90 - $165

Mr. Fox assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C. -- http://www.regionaldiagnostic.com/-- owns and operates
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  Jeffrey Baddeley, Esq., at Baker & Hostetler LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


RHODES INC: Files Joint Plan of Reorganization in N.D. Georgia
--------------------------------------------------------------
Rhodes, Inc., Rhodes Holdings and Rhodes Holdings II filed a joint
chapter 11 plan of reorganization and its accompanying disclosure
statement explaining the Plan with the United States Bankruptcy
Court for the Northern District of Georgia on June 20, 2005.
Rhodes expects to emerge from bankruptcy by early fall.

"The filing of a chapter 11 plan by Rhodes is an important, first
step towards exiting bankruptcy," Joel H. Dugan, who has been
named Chief Executive Officer and President of Rhodes effective
July 5, 2005, said.  "Rhodes continues to implement its
reorganization strategy and looks forward to concluding its
chapter 11 case soon."

"We appreciate very much all the support from our vendors and the
hard work by our employees," Rhodes' current CEO, Steven S.
Fishman, commented.  "This major development would not have been
possible without them."

                       Terms of the Plan

Under the Plan, general unsecured creditors owed $59.5 million
will receive pro rata shares of 30,000,000 New Common Stock.
Unsecured claims less than $2,500 will be paid in cash.

Secured claims for $3,578,950, unsecured priority claims totaling
$3,349,066, postpetition administrative expenses and priority tax
claims will be paid in full.

Equity interest holders won't receive any distribution pursuant to
the Plan.

Rhodes Holdings and Rhodes Holdings II, which hold unsecured
claims totaling $85,920,639, won't receive any distribution.

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and midwestern states (after disposing of the locations listed
above).  The Company and two of its debtor-affiliates filed for
chapter 11 protection on Nov. 4, 2004 (Bankr. N.D. Ga. Case No.
04-78434).  Paul K. Ferdinands, Esq., and Sarah Robinson Borders,
Esq., at King & Spalding represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated less than $50,000 in assets and
more than $10 million in total debts.


ROYSTER-CLARK: Moody's Junks $200 Million First Mortgage Notes
--------------------------------------------------------------
Moody's Investors Service changed Royster-Clark, Inc.'s ("RCT" --
B3 Long-term Corporate Family Rating) outlook to developing.  The
outlook revision follows the company's announcement that it has
proposed an initial public offering of Income Deposit Securities.

RCT together with its parent Royster-Clark Group, Inc. on June
16th, 2005 announced the proposed initial public offering, in
Canada, of IDSs to be issued by RCI's affiliates Royster-Clark
Ltd., a newly formed Ontario company, and Royster-Clark ULC, a
newly formed Nova Scotia unlimited liability corporation.

The Company will hold all of the Class A Common Shares of RCG
which will represent a controlling interest in RCG.  Proceeds from
the IDS issuance will be used to redeem all first mortgage notes
due 2009.  RCT announced, (on June 16th, 2005), that it is
commencing a cash tender offer for any and all of its 10 1/4 %
First Mortgage Notes due 2009.

These summarizes the current ratings:

Royster-Clark, Inc.:

   * Long-term Corporate Family Rating -- B3
   * Senior Unsecured Issuer Rating -- Caa2
   * $200 million first mortgage notes, due 2009 -- Caa1

Moody's believes that RCT will not seek a rating for the IDSs.
Therefore, Moody's will withdraw all ratings upon completion of
the first mortgage notes redemption.

Royster-Clark, Inc., headquartered in New York, New York, is a
privately owned supplier and distributor of:

   * Fertilizers'
   * crop protection products'
   * seed, and
   * services to farmers in the South, Midwest and East regions of
     the United States.

The company reported revenues of $1.1 billion for the LTM ended
March 31, 2005.


SAINTS MEMORIAL: Moody's Upgrades Long-Term Rating to Ba1 from Ba2
------------------------------------------------------------------
Moody's Investors Service upgraded Saints Memorial Medical
Center's long-term rating to Ba1 from Ba2.  The outlook for the
rating is stable.  The rating applies to $62.7 million of Series
1993A bonds issued through the Massachusetts Health & Educational
Facilities Authority.

Debt-Related Derivative Instruments: None.

Strengths:

   * Healthy and improving operating performance (2.3% operating
     margin in FY2004) sustained through first 7 months of FY2005,
     driven by volume growth especially in higher acuity services
     (inpatient admissions up 6.8%, outpatient surgeries up 6.7%
     in FY2004) and growing active medical staff including several
     cardiologists and neurologists expected to be added this
     year.

   * Stable liquidity levels ($38.4 million in 2004) held by both
     the Medical Center and affiliated Foundation (Foundation is
     not part of the obligated group) provide solid cushion to
     annual operations (129 days cash on hand).

Challenges:

   * Debt levels remain very high relative to size of operations
     (debt to cash flow of 7.3x in 2004) and balance sheet
     liquidity (cash to debt 56%), although debt service is
     primarily fixed rate and additional borrowing and capital
     plans remain limited.

   * Competitive market position in Lowell, Massachusetts with
     primary competition coming from Lowell General Hospital
     (rated Baa1, 10,819 admissions in 2004) located just a few
     miles away; significant migration to the academic medical
     centers of Boston for highest acuity services remains a
     challenge.

               Recent Developments/Results

Saints Memorial, despite operating in a competitive market in
Lowell, Massachusetts, has maintained growth in inpatient
admissions and surgeries performed over the last two years, a
trend continuing through seven months of FY2005.  Growth has been
experienced across service lines, although newborn admissions have
declined modestly.

Saints has generated growth through active recruitment of
physicians including specialists in surgery, endoscopy,
cardiology, and neurology.  Most of the active specialists refer
both to Saints and nearby Lowell General.  Saints maintains a
large outpatient service array, with more than 60% of revenues
generated by outpatient activities.

Volume growth, along with well managed expenses, has led to
improved operating performance and cash flow available for debt
service.  Saints' operating margin improved from 0.7% in 2002 to
2.3% in 2004, a level of profitability exceeded in the first seven
months of FY2005.  Operating cash flow and investment returns have
also boosted liquidity with unrestricted cash growing from $30.9
million in 2002 to $38.4 million in 2004, a 24% rise.

Days cash on hand stood at 129 days at the end of FY2004.  A
portion of Saints cash ($12.8 million) is held at the related
foundation (Saints Memorial Health System) not included in the
obligated group.  However, the funds are unrestricted and could be
used to pay debt service or other expenses at the Board's
discretion and Moody's has included these funds in our ratio
calculations.  The Board of the foundation and the Medical Center
are identical.

Saints does remain highly leveraged as demonstrated by a very high
debt to cash-flow ratio of 7.3 times despite operating
improvements and precludes a higher rating at this time.  Total
debt remains at over $68 million, including small financings for
equipment through capital leases.  Cash to debt was adequate at 56
percent.

Saints does not have any near-term significant capital plans, but
may consider additional small financings including potentially
borrowing $3 to $5 million within the next year. Saints' maximum
annual debt service of $7.5 million in 2006 declines to $6.3
million in 2008 reflecting a decline in debt service on the Series
1993 bonds and the short-term nature of capital leases.

                            Outlook

Moody's stable outlook reflects the rating agency's expectations
for maintenance of:

   * improved operating performance,
   * stable liquidity, and
   * very limited additional borrowing.

               What Could Change the Rating - Up

Sustained improvement in operating performance; reduction of debt
outstanding or significant growth in liquidity

              What Could Change the Rating - Down

   * Substantial unexpected new borrowing;
   * operating losses over multi-year period; and
   * significant reduction in cash balances

Key Indicators (based on FY 2004 audited results; investment
returns smoothed at 6%):

   * Total Admissions: 6,935

   * Total Operating Revenues: $115.7 million

   * Net Revenue Available for Debt Service: $13.5 million

   * Total Debt Outstanding: $68.7

   * Maximum Annual Debt Service: $ 7.5 million

   * Maximum Annual Debt Service Coverage with actual investment
     income as reported: 1.66 times

   * Moody's Adjusted Maximum Annual Debt Service Coverage with
     investment income normalized at 6%: 1.81 times

   * Days Cash-on-Hand: 129.2 days

   * Cash-to-Debt: 56.0%

   * Debt-to-Cash Flow: 7.33 times

   * Operating Cash Flow Margin: 9.6%


SCOTIA PACIFIC: Moody's Junks $867.248 Million Securities Rating
----------------------------------------------------------------
Moody's lowered the ratings on the three outstanding classes of
Timber Collateralized Notes issued by Scotia Pacific Company LLC.
The rating action reflects:

   * concern over continued weak cash flow from timber operations;

   * recent regulatory decision by the California State Water
     Resources Control Board; and

   * the announcement by the Company that it was unlikely to be
     able to pay in full the $27.9 million interest payment due on
     July 20.

The regulatory and cash flow problems have been ongoing for a
number of years, due to:

   * changes in regulations that govern timber harvesting;

   * changes in the regulatory bodies that oversee environmental
     and timber matters; and

   * pending court actions.

The complete rating action is:

Scotia Pacific Company LLC Timber Collateralized Notes, Final
Maturity July 2028:

   * $160.700 million Class A-1 Notes Scheduled Maturity
     January 2007, rating lowered to Caa1, from a rating of Ba3;

   * $243.200 million Class A-2 Notes, Scheduled Maturity
     January 2014, rating lowered to Caa1, from a rating of B1;
     and

   * $463.348 million Class A3 Notes, Scheduled Maturity
     January 2014, rating lowered to Caa1, from a rating of B1.

If there is insufficient cash to make full payment of interest on
the July payment date and an event of default is declared,
repayment will be made on a pari passu, pro rata basis to all
investors based on their principal amount outstanding.  Currently
repayment is on a sequential basis, with Class A-1 principal
repaid before Class A-2 principal, and Class A-2 principal repaid
prior to Class A-3 principal.

The proximate cause of the cash flow problems is low harvest
volume recently aggravated by poor weather conditions.  However,
the Company's flexibility is limited due to the inability to
harvest in areas already approved by regulatory bodies other than
the State Water Resources Control Board.  On June 17 the State
Board ruled that the North Coast Regional Water Quality Control
Board had approved the Company's harvesting plans without
sufficient environmental review.  This places the disputed plans
into a further process of review and appeal of indeterminate
duration.

Moody's rating, while primarily addressing the expected losse
posed to investors, also reflects the likelihood of default on
July 20, as well as the possibility of continued timber harvests
and revenue generation after default.  The primary asset
underlying the transaction, over 200,000 acres of timber property
in northern California, is unique and provides investors with
considerable protection.

Unlike other structured finance assets, timber that is not
harvested today remains available to be harvested and provide cash
flow at a later time.  In addition, Scotia Pacific and its parent,
The Pacific Lumber Company, are required to manage the property on
a sustained yield basis.  This means that if harvesting occurs at
maximum permitted levels, on average, timber growth tends to
replace the harvested amount at a rate that permits harvest levels
to be maintained.

Scotia Pacific Company LLC is a wholly owned subsidiary of The
Pacific Lumber Company.  It is structured to be a bankruptcy-
remote entity and its assets are segregated from those of PALCO
and PALCO's parent corporations.  Scotia Pacific's principal asset
consists of timber property and an associated database integral to
managing the property.

PALCO is a 140-year old lumber and timber products company located
in Scotia, CA.  In addition to owning Scotia Pacific, PALCO is the
primary purchaser of the timber harvested by Scotia Pacific.
PALCO is a wholly owned subsidiary of Houston-based Maxxam Inc.
Neither PALCO nor Maxxam are currently rated by Moody's.


SOUTH DAKOTA: Case Summary & 40 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: South Dakota Acceptance Corporation
             dba CNAC
             dba Mr. Payroll
             dba First Midwest Fidelity
             2900 West 12th Street
             Sioux Falls, South Dakota 57104

Bankruptcy Case No.: 05-40866

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Dan Nelson Automotive Group, Inc.          05-40865

Type of Business: The Debtor is a moneylender.

Chapter 11 Petition Date: June 20, 2005

Court: South Dakota (Southern (Sioux Falls)

Debtors' Counsel: Clair R. Gerry, Esq.
                  Stuart, Gerry, & Schlimgen, Prof. LLC
                  P.O. Box 966
                  Sioux Falls, South Dakota 57101-0966
                  Tel: (605) 336-6400

                         Estimated Assets        Estimated Debts
                         ----------------        ---------------
South Dakota             $10 Million to           $10 Million to
Acceptance Corporation   $50 Million              $50 Million

Dan Nelson Automotive    $1 Million to            $10 Million to
Group, Inc.              $10 Million              $50 Million

A. South Dakota Acceptance Corporation's 20 Largest Unsecured
   Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Meta Bank                                    $28,015,328
P.O. Box 520
Sioux Falls, SD 57101

SV Health                                         $4,046
P.O. Box 91110
SIOUX FALLS, SD 57109

Calfirst                                          $3,179
18201 Von Karman Avenue,
Suite 800
Irvine, CA 92612

Action Recovery                                   $1,096
1021 S 17th
Council Bluffs, IA 51501

Trans Union                                         $831
P.O. Box 99506
Chicago, IL 60693

Delta                                               $751
P.O. Box 1157
Pierre, SD 55439

DHL Worldwide                                       $445
P.O. Box 4723
Houston, TX 77210-4723

Miller Recovery                                     $410
15205 Burt Street
Omaha, NE 68154

CSC Credit Service                                  $376
652 North Sam Houston Parkway
Houston, TX 77060

ALSCO of NAC                                        $371
P.O. Drawer 4758
Odessa, TX 79760-4758

HBB & Associates                                    $310
97 Meadowpark Avenue
Stamford, CT 06905

Mid American Energy                                 $209
P.O. Box 8020
Davenport, IA 52808-8020

ACA                                                 $165
Box 390106
Minneapolis, MN 55439

Big Red Locksmith                                   $130
629 North 46th Street
Omaha, NE 68132

American Lenders                                    $125
P.O. Box 390293
Omaha, NE 68139

Security Locksmith                                   $81
4410 Southeast 14th Street
Des Moines, IA 50320

Sandcastle                                           $65
13825 West National Avenue
New Berlin, WI 53151

Global Information                                   $60
P.O. Box 16682
Temple Terrace, FL 33687

Dicks Body Shop                                      $36
2021 West Havens
Mitchell, SD 57301

Credit Bureau Of SF                                  $28
P.O. Box 535595
Pittsburg, PA 15253

B. Dan Nelson Automotive Group, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Meta Bank                                    $28,015,328
P.O. Box 520
Sioux Falls, SD 57101

Mid America Leasing                             $321,506
P.O. Box 5000
Sioux Falls, SD 57117-5000

First Savings Bank                              $253,209
2301 East 10th Street
Sioux Falls, SD 57103-5076

Mudd Group                                      $218,643
6919 Chancellor Drive
Cedar Falls, IA 50613

US Bancorp                                      $170,766
1310 Madrid Street, Suite 101
Marshall, MN 56258-4002

ADP Commercial Leasing                          $123,348
15 Waterview Boulevard
Parsippany, NJ 07054

New Equipment Leasing                            $64,795
P.O. Box 97
Ada, MI 49301-0097

GE Capital                                       $40,797
P.O. Box 740441
Atlanta, GA 30374-0441

First Midwest                                    $39,218
1113 South Minnesota Avenue
Sioux Falls, SD 57105

Pitney Bowes                                     $38,197
2225 American Drive
Neenah, WI 54956-1005

Trinity Capital                                  $36,544
P.O. Box 515487
Los Angeles, CA 90051-6787

Snap-On                                          $36,517
P.O. Box 98850
Chicago, IL 60693-8850

Universal Underwriters                           $35,341
7045 College Boulevard
Overland Park, KS 66211-1523

ADP Dealer Service                               $26,898
P.O. Box 88921
Chicago, IL 60695-1921

Automotive Warranty                              $23,642
P.O. Box 70961
Chicago, IL 60673-0961

AON                                              $23,067
P.O. Box 70961
Chicago, IL 60673-0961

Resource Life                                    $19,757
1345 River Bend Drive
Dallas, TX 75247

SV Health                                        $16,855
P.O. Box 91110
Sioux Falls, SD 57109

Wellmark-May Interim Rate                        $16,674
1601 Madison Street
Sioux Falls, SD 57104

Centrix                                          $14,895
6782 South Potomac Street
Centennial, CO 80112


SPIEGEL INC: Agrees to Fund $1.365M Steele & Cannataro Reserve
--------------------------------------------------------------
John Steele and James Cannataro filed separate claims against
Spiegel, Inc., and its debtor-affiliates relating to the Debtors'
indemnification obligations.

Pursuant to a previously filed request, the Debtors sought to
estimate the Steele Claim and the Cannataro Claim for purposes of
funding the Disputed Claims Reserve to be maintained and
administered by the Creditor Trust pursuant to the Debtors' First
Amended Plan.

In April 2005, Mr. Steele and Mr. Cannataro informed the Debtors
and the Official Committee of Unsecured Creditors of potential
objections they had regarding the Plan, including objections to
the third party releases.  Mr. Steele and Mr. Cannataro asserted
that the Plan could not be confirmed over their objections.

Moreover, in May 2005, Mr. Steele and Mr. Cannataro disclosed to
the Debtors and the Creditors Committee further potential
objections related to the Debtors' Estimation Motion.  Both Mr.
Steele and Mr. Cannataro assert that they are entitled to
indemnification and advancement by the Debtors pursuant to
Delaware law and the Debtors' by-laws.  Mr. Steele and Mr.
Cannataro said that they intend to object to the Plan and to the
Estimation Motion to the extent those limit their indemnification
rights.

The parties engaged in arm's-length negotiations to resolve
Mr. Steele's and Mr. Cannataro's objections.  In a Court-approved
stipulation, the parties agree that:

   (a) On the Effective Date of the Confirmed Plan of
       Reorganization, the Debtors will transfer to the Creditor
       Trust $1.365 million each for the Steele Reserve and
       the Cannataro Reserve.

   (b) The Reserve Amounts will be separately advanced to Mr.
       Steele and Mr. Cannataro for post-Effective Date
       attorneys' fees and expenses actually and reasonably
       incurred by the claimants in connection with:

       -- any action in which Mr. Steele and Mr. Cannataro were
          parties because of their employment with any of the
          Debtors, and given that Mr. Steele and Mr. Cannataro
          acted in good faith; and

       -- the defense or settlement of any action by or in the
          right of any of the Debtors to procure a judgment in
          its favor, provided that the Debtors and the Creditor
          Trust will have no obligation to advance any sums to
          Mr. Steele and Mr. Cannataro.

   (c) Mr. Steele and Mr. Cannataro may seek advancement on a
       monthly basis, beginning no earlier than the end of the
       month that follows the Effective Date.  Prior to the
       payment of any sums to Mr. Steele and Mr. Cannataro from
       the Steele and Cannataro Reserves, Mr. Steele and Mr.
       Cannataro will submit to the Creditor Trust:

       -- any information required by the Creditor Trust
          demonstrating that the Claimant has taken all
          reasonable actions to obtain payment under applicable
          insurance policies, and that all insurers have denied
          or disclaimed coverage or have informed the Claimant
          that any available proceeds up to applicable limits of
          liability have been exhausted; and

       -- an undertaking by the Claimant to promptly repay the
          Creditor Trust all amounts paid to him in the event
          that it is determined that he is not entitled to
          advancement.

   (d) To receive advancement, Mr. Steele and Mr. Cannataro will
       submit to the Creditor Trust a statement of legal fees and
       expenses reasonably procured during each applicable
       monthly period, containing a detailed breakdown of legal
       fees and expenses, together with copies of relevant
       invoices and backup.

   (e) Mr. Steele's and Mr. Cannataro's rights to advancement
       will terminate on the first to occur of:

       -- payment of the Claimant's final request for advancement
          following conclusion of the last of any action or
          proceeding described;

       -- disbursement of the full amount of the Steele and
          Cannataro Reserves; or

       -- five years from May 2005,

       provided, however, that if the Claimant's rights to
       advancement would otherwise terminate after five years,
       and if warranted by the facts and circumstances, the
       Claimant's rights to advancement under the Stipulation may
       be extended for a finite term based on the particular
       facts and circumstances.

       Upon termination of the Claimant's rights to advancement,
       any amounts remaining in the Reserve will vest immediately
       with the Creditor Trust for the benefit of all
       beneficiaries in accordance with the Plan, and the Debtors
       and the Creditor Trust will have no further obligations to
       Mr. Steele or Mr. Cannataro.

   (f) On the Effective Date, Mr. Steele and Mr. Cannataro
       unconditionally release the Debtors and the Creditor Trust
       from all claims that arose before the Effective Date.

   (g) Mr. Steele's and Mr. Cannataro's rights under any
       insurance policy to indemnification or reimbursement from
       the insurance proceeds will not be altered or waived by
       reason of the Stipulation.

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.
Spiegel emerged from bankruptcy as Eddie Bauer Holdings
Inc.


STATE STREET HOTEL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: State Street Hotel Investors LLC
             8609 West Bryn Mawr, Suite 209
             Chicago, Illinois 60631

Bankruptcy Case No.: 05-24703

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      State Street Hotel Manager LLC             05-24707

Chapter 11 Petition Date: June 22, 2005

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtors' Counsel: David K. Welch, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 South Lasalle Street, Suite 3705
                  Chicago, Illinois 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

                     Estimated Assets   Estimated Debts
                     ----------------   ---------------
State Street Hotel   $1 Million to      $1 Million to
Investors LLC        $10 Million        $10 Million

State Street Hotel   $100,000 to        $0 to $50,000
Manager LLC          $500,000

The Debtors do not have unsecured creditors who are not insiders.


STELCO INC: Will Seek Extension of Stay Period to Sept. 23
----------------------------------------------------------
Stelco Inc. (TSX:STE) reported that the Monitor's Thirty-Second
Report in the matter of the Company's Court-supervised
restructuring was filed on June 21, 2005.

The Report provides an update on a number of matters.  These
include an update on the issuance of Stelco's guidance update on
June 1, 2005; cash flow results for the entities that filed under
CCAA, including variances from the forecast included in the
Monitor's 26th Report; and the mediation process.

                     Production and Shipping

The Report noted that production of semi-finished steel has
decreased during 2005 in response to a softening in steel market
demand and operational issues at the Hamilton facility.  Total
consolidated semi-finished production for the year-to-date ended
May 31, 2005, was 2,166,000 net tons, compared to 2,292,000 net
tons during the same period in 2004.

The Monitor noted that product shipment volumes have declined
during 2005 in response to a softening of steel markets. On a
consolidated basis, total shipments for the year-to-date ended May
31, 2005 were 1,967,000 net tons, compared to 2,065,000 net tons
during the same period in 2004.

                        Market Conditions

The Monitor noted Stelco's indication that the softening in steel
market demand and pricing has continued through 2005, especially
in the construction sector and, to a lesser extent, the automotive
sector.  The Report also noted the volatility of raw material and
energy input costs such as scrap, coke, coal, iron ore,
electricity and natural gas.  The Monitor added that Stelco's
future financial results will be highly dependent on the direction
of those input costs and the strength of North American steel
markets.

                       Cash Flow Forecasts

The Monitor noted that Appendix F to the Report contains cash flow
forecasts for the applicants that filed under CCAA for the period
ended June 11, 2005 through to September 23, 2005.  The Report
noted that Stelco is forecasting that the total facility
utilization of the Existing Stelco Financing Agreement will
increase by $39.8 million during this period to stand at
$113 million as at September 23, 2005.  This marks a reversal from
previous months, during which the total facility utilization had
declined.

This reversal is attributable in large part to a relative
reduction in accounts receivable collection caused by forecast
lower shipping volumes and reduced spot market selling prices (see
market conditions above) as well as to continued capital
expenditure disbursements related to the Phase II upgrade at the
Lake Erie hot strip mill and two mini-cogeneration projects at
Lake Erie and Hamilton.  The Report noted that Stelco will not
need to draw upon the DIP Facility during the period in question.

                     The Asset Sale Process

The Report provided an update on various initiatives under the
asset sale process.  The transactions for the sale of Welland
Pipe's U&O mill and for the plate mill assets of Plateco have
closed.  Stelpipe, Stelco and Romspen are currently negotiating
the terms of a definitive agreement concerning the sale of the
assets of Stelpipe.  The Monitor noted that Stelco currently
expects to seek Court approval of that transaction in July 2005.
The Report added that Stelco is continuing its review of offers it
has received for other non-core subsidiaries and is currently
pursuing discussions with a number of bidders with respect to
their offers.  The Monitor noted that the proceeds from any sale
of the non-core subsidiaries will provide Stelco with additional
funds to assist in the recapitalization of the integrated steel
business.

                      Stay Period Extension

The Report noted that Stelco will seek an extension of the stay
period, which expires at midnight on July 8, 2005, to Sept. 23,
2005.  The Monitor added that the extension is necessary for
Stelco to continue discussions with stakeholders, including
through the mediation process, to develop and file a plan of
arrangement or compromise, and to complete the claims procedure.
The Monitor stated that such an extension is in the interest of
all stakeholders and recommended that the request be granted.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco Inc.
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


STRUCTURED ASSET: Moody's Rates Class B4 & B5 Certs. at Low-Bs
--------------------------------------------------------------
Moody's Investors Service assigned Aaa to B2 ratings to the senior
and subordinate classes of the Structured Asset Securities
Corporation Mortgage Pass-Though Certificates, Series 2005-RF1.
The transaction consists of the securitization of FHA insured and
VA guaranteed reperforming loans, virtually all of which were
repurchased from GNMA pools.

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

The Federal Housing Administration is a federal agency within the
Department of Housing and Urban Development whose mission is to
expand opportunities for affordable home ownership, rental
housing, and healthcare facilities.  The Department of Veterans
Affairs, formerly known as the Veterans Administration, is a
cabinet-level agency of the federal government.  The rating of
this pool is based on the credit quality of the underlying loans
and the insurance provided by FHA and the guarantee provided by
VA.

Specifically, approximately 76% of the loans have insurance
provided by FHA, 18% from the VA, and 6% from the Rural Housing
Service.  The rating is also based on the structural and legal
integrity of the transaction.

The complete rating action is:

Structured Asset Securities Corporation Mortgage Pass-Though
Certificates, Series 2005-RF1:

   * Class Amount ($) Rate Rating
   * Class A $186,508,000 Aaa
   * Class AIO Notional Aaa
   * Class B1 $1,336,000 Aa2
   * Class B2 $763,000 A2
   * Class B3 $668,000 Baa2
   * Class B4 $477,000 Ba2
   * Class B5 $381,000 B2
   * Class R $100 Aaa


STRUCTURED ASSET: Moody's Rates Class B1 Sub. Certs. at Ba1
-----------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 2005-WF2, and ratings
ranging from Aa1 to Ba1 to the subordinate certificates in the
deal.

The securitization is backed by Wells Fargo originated adjustable-
rate (approximately 83%) and fixed-rate (approximately 17%)
subprime mortgage loans acquired by Structured Asset Securities
Corporation.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
mortgage insurance, overcollateralization and excess spread.  The
credit quality of the loan pool is stronger than the average loan
pool backing recent subprime securitizations.  Moody's expects
collateral loss to range from 3.4% to 3.65%.

Wells Fargo Bank, N. A. will service the loans.  Moody's has
assigned its top servicer quality rating (SQ1) to Wells Fargo as a
primary servicer of subprime loans.  Aurora Loan Services LLC will
act as Master Servicer on the deal.

The complete rating actions are:

Structured Asset Securities Corporation

Mortgage Pass-Through Certificates, Series 2005-WF2

   * Class A1, rated Aaa
   * Class A2, rated Aaa
   * Class A3, rated Aaa
   * Class M1, rated Aa1
   * Class M2, rated Aa2
   * Class M3, rated Aa3
   * Class M4, rated A1
   * Class M5, rated A2
   * Class M6, rated A3
   * Class M7, rated Baa1
   * Class M8, rated Baa2
   * Class M9, rated Baa3
   * Class B1, rated Ba1


TOWER AUTOMOTIVE: Wants to Advance Fees for ERISA Class Actions
---------------------------------------------------------------
Eleven purported class action lawsuits have been filed against
Tower Automotive Inc. and its debtor-affiliates' current and
former officers, directors and employees since the Debtors'
bankruptcy filing.  The Class Action Lawsuits sought hundreds of
millions of dollars in potential damages for a variety of alleged
violations of the Securities and Exchange Act of 1934 and the
Employee Retirement Income Security Act.

The Securities Class Actions are:

       Plaintiff                     Case No.      Filing Date
       ---------                  -------------    -----------
       George Keritsis, et al.    1:05-cv-01926     02/04/2005
       Leland Wayne, et al.       1:05-cv-01934     02/07/2005
       Tim Poplin                    05-cv-2188     02/16/2005
       Robert C. Josepayt, et al.    05-cv-2229     02/17/2005
       Nathan F. Brand, et al.      05-cv-03494     04/04/2005

The ERISA Class Actions are:

       Plaintiff                     Case No.      Filing Date
       ---------                  -------------    -----------
       David Kowalewski, et al.      05-cv-2215     02/17/2005
       Forrest Hill, et al.          05-cv-2182     02/17/2005
       James McMillion, et al.       05-cv-2762     03/10/2005
       Peter Vanderhoof, et al.      05-cv-3637     04/08/2005
       Victor Angove, et al.         05-cv-3641     04/08/2005
       Gryzelak, et al.              05-cv-3496     04/08/2005

To prevent the Class Action Plaintiffs from unleashing a flurry
of subpoenas, document demands, deposition notices and other
discovery devices against the Individual Defendants and other
employees and personnel essential to stabilizing the Debtors'
operations, the Debtors sought to enjoin the continuation of the
Class Action Lawsuits.

The Debtors have filed a complaint and request to extend the
automatic stay or, alternatively, for an injunction to enjoin the
Securities Litigation, as well as other actions based on
violations of ERISA.

Federal Insurance Company, the Debtors' insurance carrier, has
acknowledged coverage of the Securities Class Actions.  Because
the ERISA Class Actions allege ERISA violations, the Debtors
promptly notified Federal and sought access to the insurance
policy to cover defense costs related to the Class Action
Lawsuits.

Federal, however, denied coverage for the ERISA Class Actions.
Subsequently, the Debtors filed a complaint against Federal
seeking, among other things, declaratory relief to establish
Federal's obligations to advance defense costs under Federal
Policy No. 8151-5430.  Federal has sought dismissal of the ERISA
Coverage Litigation.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York for authority to honor their
indemnification obligations to the Individual Defendants by
paying their legal fees and expenses incurred in connection with
defending against the ERISA Class Action and any action that may
arise from or is related to the ERISA Class Actions.  In the
alternative, the Debtors ask the Court to lift the stay to permit
the Individual Defendants to collect on their prepetition
indemnification claims against the Debtors to the extent of the
Defense Costs.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
explains that the Debtors are in the critical early stages of
restructuring their businesses as a prelude to developing a plan
of reorganization.  Thus, the Debtors require the full and
undivided attention, effort and energies of the Individual
Defendants to focus on developing and implementing the Debtors'
restructuring and preserve, if not enhance, value for all
constituents.

If the Debtors are unable to advance the Defense Costs, the
Individual Defendants, Mr. Cantor asserts, will be forced to
defend themselves with their own resources against an avalanche
of complex litigation that will consume all of their time and
expend their personal assets, while also facing the risk that
they will not be reimbursed for legal expenses.

"The distractions of having to defend against the Class Action
Lawsuits will be harmful enough since this will diminish the
Individual Defendants' ability to devote all of their energies to
the Debtors' chapter 11 restructuring," Mr. Cantor notes.  "But
if the Individual Defendants must also expend their personal
resources to defend the ERISA Class Actions (while trying to
preserve value for the debtors' constituents, including the
plaintiffs), the Debtors undoubtedly would be materially and
adversely affected."

                     The Brand Group Responds

The Brand Group takes no position with respect to the Debtors'
request to advance the costs to certain current and former
officers, directors and employees incurred in connection with the
defense of the ERISA Class Actions.

However, the Brand Group disputes the allegations set forth in
the Debtors' request to the extent they purport to establish or
argue in support of the Debtors' request to stay the Class
Actions.

The Brand Group maintains that the Debtors have not and cannot
establish a basis for the extraordinary relief requested in the
Stay Request.

The Brand Group is comprised of Nathan F. Brand, Dorothea C.
Brand, Tombstone Limited Partnership, Frederic Mohs and Pamela A.
Mohs.  The five members lost more than $16 million from the
purchase of the Debtors' Securities.

The Brand Group is the lead plaintiff in the federal securities
fraud class action entitled "In Re Tower Automotive Securities
Litigation," Case No. 1:05-cv-01926-RWS.

                          *     *     *

Judge Gropper authorizes the Debtors to advance payment for the
reimbursement of certain legal fees, costs and related expenses
incurred by certain of the Debtors' current and former officers,
directors and employees in connection with the ERISA Class
Actions or any action that may arise from, or that are related
to, the ERISA Class Actions, up to $500,000.

Judge Gropper will consider an increase of the Reimbursement Cap
at a final hearing to be held at 11:00 a.m. on July 13, 2005.
The Final Hearing Date may be extended if the Reimbursement Cap
has not been reached.

To the extent that the Debtors pay any Defense Costs, and any of
the Individual Defendants are subsequently found to have engaged
in conduct for which they are not entitled to reimbursement, the
Debtors or any successor-in-interest, can, at that time, seek
recovery of any Defense Costs paid on account of the Individual
Defendant.

If the Debtors prevail in the ERISA Coverage Litigation, the
Debtors are allowed to seek reimbursement from Federal for any
Defense Costs they advanced to the Individual Defendants.

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: New Center Wants Stay Lifted To Effect Set-Off
----------------------------------------------------------------
Prior to the Petition Date, New Center Stamping, Inc., sold
certain component parts to Tower Automotive Inc. and its debtor-
affiliates for which it remains unpaid.  New Center says the
Debtors owe $160,976 for the purchased component parts.

The Debtors also provided component parts to New Center prior to
the Petition Date for which they remain unpaid.  New Center says
it owes the Debtors $82,316 for the component parts.

Thomas J. Strobl, Esq., at Strobl Cunningham & Sharp, P.C., in
Bloomfield Hills, Michigan, contends that New Center has a valid
right of set-off because each of the parties' Prepetition Debts
are mutual.

However, New Center has not been able to exercise its right of
set-off because of the automatic stay imposed in the Debtors'
Chapter 11 cases.

Mr. Strobl asserts that New Center is entitled to exercise its
set-off rights because its interest in the Debtors' Prepetition
Debt is not being adequately protected.  "New Center has a
security interest in the New Center Prepetition Debt to the
extent of the amount of the Tower Prepetition Debt and the
amounts that New Center owes to the Debtor serve as collateral
for the amounts owing to New Center by the Debtor," according to
Mr. Strobl.

By this motion, New Center asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the stay to exercise its
set-off right.

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)


UAL CORPORATION: Court Extends Plan Filing Period to Sept. 1
------------------------------------------------------------
As reported in the Troubled Company Reporter on June 13, 2005, UAL
Corporation and its debtor-affiliates asked the U.S. Bankruptcy
Court for the Northern District of Illinois for another extension
of the exclusive period to file and solicit acceptances for a
Chapter 11 Plan of Reorganization.  The Debtors want their
Exclusive Plan Filing Period extended until Sept. 1, 2005, and
their Exclusive Solicitation Period extended until Nov. 1, 2005.

                             Objections

(1) HSBC Bank

It is "unfortunate" that the Debtors are seeking another
extension of the Exclusive Periods, William W. Kannel, Esq., at
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, in Boston,
Massachusetts, says on behalf of HSBC Bank USA, as Indenture
Trustee and Paying Agent.  Given the repeated requests for
extension, the Debtors are obviously not in a position to suggest
the framework of a Chapter 11 plan.  This request is simply
another precursor for additional requests, "with no end in
sight," laments Mr. Kannel.

If the Court grants the request, Mr. Kannel says it should be
only for 60 days.  The Court should compel the Debtors to file a
plan prior to September 1, 2005.  Extension of the Exclusive
Periods beyond that point should not be granted.

(2) U.S. Bank and Bank of New York

On behalf of U.S. Bank and the Bank of New York, as Indenture
Trustees, Patrick J. McLaughlin, Esq., at Dorsey & Whitney, in
Minneapolis, Minnesota, reminds the Court that in the last
request for an extension, the Debtors needed time to resolve
pension issues, labor issues and exit financing issues.  The
Debtors have gone a long way on these fronts, but still have not
produced a Chapter 11 plan.  During 30 months of bankruptcy law
protection, "the Debtors have been unable to provide even a basic
timetable for when they will obtain exit financing and be in a
position to propose a Chapter 11 plan," complains Mr. McLaughlin.

The Debtors provide assurances that a plan is forthcoming, but
based on history and recent experience, there is much reason for
doubt.  At the rate these proceedings are going, the Debtors will
not proffer a plan until 2006.  A delay of this length was not
expected when the numerous past extensions of the Exclusive
Periods were granted.

Mr. McLaughlin observes that the Debtors are silent on the status
of their exit financing and revised business plan.  The Debtors
also fail to provide an update on the status of negotiations with
other unsecured creditors.  In previous requests, the Debtors
argued that these important matters demanded more time for
resolution.  It is telling that the Debtors fail to elaborate on
these issues now.

Mr. McLaughlin says that the Debtors' reliance on conclusory
statements does not satisfy the requirement of "cause" for an
extension contained in Section 1121(d) of the Bankruptcy Code.
Therefore, the Court should deny the request.

(3) AFA

The Association of Flight Attendants-CWA, AFL-CIO, wants the
Court to deny the request.  The Debtors' Exclusive Periods have
lasted 914 days.  The Debtors have achieved all the goals
previously cited as justification for past requests for
extension.  This request contains few welcome assurances, Carmen
R. Parcelli, Esq., at Guerrieri, Edmond, Clayman & Bartos, in
Washington, D.C., says.

Among the slim pickings, the Debtors assure the Court that they
will ask for another extension at the August 26 omnibus hearing.
At that time, the Debtors promise to provide a timetable for
emergence from bankruptcy.  Interested parties cannot be pleased
with such lowly targets at this stage in the proceedings, Ms.
Parcelli tells Judge Wedoff.

The Debtors appear to believe that as long as they carry out the
responsibilities  of a debtor-in-possession, they are entitled to
an endless stream of extensions.  However, the threshold for
maintaining exclusivity is much higher, Ms. Parcelli says.

                 The Committee Sides With Debtors

The Official Committee of Unsecured Creditors, represented by
Carole Neville, Esq., at Sonnenschein, Nath & Rosenthal, in New
York City, supports the Debtors' request for another extension of
their Exclusive Periods.  However, the Committee does not
sanction the Debtors' implication that there are not qualified
parties interested in submitting alternate plans.

                          *     *     *

The Court grants the Debtors' request.  The Debtors' Exclusive
Plan Filing Period is extended until Sept. 1, 2005, and their
Exclusive Solicitation Period is extended until Nov. 1, 2005.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 90; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Triage Management Resigns from Equity Committee
---------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
notifies parties-in-interest in the Debtors' Chapter 11 cases that
effective May 20, 2005, Triage Management L.P. has resigned from
the Statutory Committee of Equity Security Holders, thus reducing
the Committee members to six.

The Equity Committee is currently composed of:

   1. Berkshire Hathaway, Inc.
      Marc Hamburg, Chief Financial Officer
      c/o: Thomas B. Walper,
           Munger, Tolles & Olson LLP
      355 S. Grand Ave., 35th Floor,
      Los Angeles, CA 90071
      Phone: 213-683-9193
      Fax: 213-683-5193;

   2. Gebr. Knauf
      Attn: Robert H. Claxton, SR VP Finance
      2 Knauf Dr., Shelbyville, IN 46176
      Phone: 317-398-4434 Ext. 8501
      Fax: 317-398-3675;

   3. Fidelity Low Priced Stock Fund
      c/o Fidelity Management and Research Co.
      Attn: Nate Van Duzer, Esq., Director of Restructuring
      82 Devonshire St., E31C,
      Boston, MA 02109
      Phone: 617-392-8129
      Fax: 617-476-5174;

   4. Frank W. Cawood & Associates., Inc.
      c/o: Timothy W. Anders, Esq.
      103 Clover Green, Peachtree City, GA 30269
      Phone: 770-632-3129
      Fax: 770-632-9438;

   5. Moody Aldrich Partners LLC
      Attn: Michael Pierre
      18 Sewall St., Marblehead, MA 01945
      Phone: 781-639-2750
      Fax: 781-639-2751; and

   6. Andrew L. Sole, Esq.
      500 Fifth Avenue, Suite 2620,
      New York, NY 10110
      Phone: 212-302-7214
      Fax: 212-302-7353.

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)


UNITED SUBCONTRACTORS: Moody's Rates Proposed $305M Facility at B1
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to United
Subcontractors, Inc's proposed $305 million senior secured credit
facilities.

The ratings reflect:

   * the company's aggressive balance sheet management including
     the financing of a one time distribution;

   * significant leverage;

   * high level of goodwill; and

   * cyclical business.

The ratings also consider the benefits and detriments of:

   * the company's acquisition based growth strategy;
   * leading market position in its key markets;
   * positive free cash flow; and
   * a mostly variable cost structure.

The ratings outlook is stable.

Moody's has taken these ratings actions:

   * $40 million senior secured revolving credit facilities,
     due 2011, rated B1;

   * $265 million senior secured term loan B, due 2012, rated B1;

   * Corporate Family Rating (previously called the Senior Implied
     rating), affirmed at B1;

   * Senior Unsecured Issuer upgraded to B3.

Moody's has withdrawn these ratings:

   * $30 million senior secured revolving credit facilities,
     due 2010;

   * $155 million senior secured term loan B, due 2010;

   * $26 million second lien term loan, due 2011.

The ratings are subject to the review of executed documents.

Proceeds from the $305 million first lien credit facilities will
be used to:

   * refinance existing debt;

   * pay a $20 million dividend; and

   * acquire Construction Services and Consultants, Inc. for or
     about four times April 30, 2005's LTM EBITDA.

CSCI is a large shell contractor in the state of Florida.

The ratings are constrained by the company's:

   * aggressive financial policy;
   * high leverage;
   * low tangible net worth; and
   * the cyclical nature of the construction industry.

In the September 29, 2004 press release on USI, Moody's stated
that it "considers the company to be thinly capitalized and weakly
positioned in its rating category."  Furthermore, although the
company's recent performance has been above Moody's expectations,
the company is applying $20 million of the transactions proceeds
towards dividends thereby reducing the improvement to the
company's balance sheet that had accrued through its recent
performance.

The company's revenue concentration is significant and its
business is highly cyclical.  With this acquisition, USI will
increase its revenue concentration in Florida to over 40% of total
revenues.  The company's purchase of CSCI (shell contractor)
increases the company's reliance on the new construction market.
The company's insulation business is cyclical and would suffer if
weakness in new home construction was not offset by demand from
the remodeling market.

The ratings are supported by the company's strong margins and
healthy free cash flow.  The company's EBITDA margin has been
growing steadily over the past four years and for 2004 it reached
19% from the 17% level achieved in 2002.  Free cash flow has also
been improving, increasing to $49 million in 2004 from $39 million
in 2003.  Supporting USI's healthy cash flows are its low capital
expenditure requirements and typically low working capital swings.

USI's performance has benefited from strong growth in homebuilding
and remodeling.  The company is geographically diversified with 50
branches across 15 states but, as mentioned, USI has low customer
concentration with no single customer accounting for more than 5%
of 2004's revenues on a proforma basis.  The company's
relationships include eight of the ten largest homebuilders.

The ratings also benefit from a highly variable cost structure.
Per Moody's understanding, approximately 80% of the company's
costs are variable and 20% are fixed.  This provides the company
with the flexibility to cut costs quickly in the event of a
construction downturn.

The company remains weakly positioned in the B1 rating category
due to its weak balance sheet.  USI's stable ratings outlook could
improve if the improvement in cash flows in the coming quarters
allows the company to de-leverage itself more rapidly and build
its equity base.  Conversely, the ratings could deteriorate:

   * if the housing market conditions weaken;
   * if the company were to lose market share;
   * if free cash flow to total debt was to decline below 8%; or
   * if the company's balance sheet were to weaken further.

An upgrade in the ratings or outlook may occur if the company's
free cash flow to total debt was above 12% on a sustainable basis
and its debt to capital improved to less than 55%.

Projected fiscal year end 2005 debt to EBITDA is expected to be
around 3.0 times and, while strong for the rating category, is
before adjusting for $70 million of preferred equity on its
balance sheet that has certain debt like characteristics.
Excluding the preferred instrument, projected EBITDA coverage of
interest for 2005 is expected to be around 4.0 times.

The company's debt covenants, subject to final documentation, are
anticipated to include:

   * a total leverage ratio,
   * cash interest coverage ratio, and
   * a fixed charge coverage ratio.

Moody's expects USI to be in compliance with the debt covenants
throughout the coming quarters.

The senior secured credit facilities will be guaranteed by:

   * senior holdings,
   * intermediate holdings, and
   * each existing direct and indirect subsidiary.

The facilities will be secured by a first priority lien on
substantially all tangible and intangible assets and stock of USI
and its subsidiaries.  The early retirement of the $26 million
second lien facilities is the reason why Moody's has upgraded the
company's issuer rating to B3 from Caa1.

United Subcontractors, Inc., is headquartered in Minneapolis,
Minnesota. Proforma revenues for 2004 were $315 million.


VERY LTD: Has Until Sept. 30 to Decide on Madison Avenue Lease
---------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York granted Very, Ltd.'s request for
more time to decide whether to assume, assume and assign, or
reject its unexpired nonresidential real property lease with SGL
625 Lesee LLC.

The extension gives the Debtor until September 30, 2005, to make a
decision on the unexpired nonresidential lease property located at
625 Madison Avenue in New York City.

The Debtor currently operates the Au Bar, Le Jazz Au Bar and 58
within the leased property.  The lessor, SGL 625, collects
approximately $44,000 per month in rent under the lease.

The Debtor says that it has made steady progress in rehabilitating
its business and acting prematurely with respect to the lease
could have a drastic affect on the rights and claims of its
creditors.

The Debtor assures Judge Lifland that the extension will not
prejudice its creditors and that it is current on all postpetition
rent obligations.

Headquartered in New York, Very, Ltd., owns and operates a high-
class, first-rate nightclub.  The Debtor filed for chapter 11
protection on April 5, 2005 (Bankr. S.D.N.Y. Case No. 05-12248).
When the Debtor filed for protection from its creditors, it listed
$100,000 is assets and total debts of more than $1 million in
debts.


WALTER INDUSTRIES: Acquisition Plan Cues Moody's to Review Ratings
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Walter Industries,
Inc., on review for possible downgrade.  The review was prompted
by Walter's announcement that it has entered into a definitive
agreement to acquire Mueller Water Products.

The affected ratings are:

   * Corporate Family Rating (previously called the Senior
     Implied), rated Ba2;

   * $265 million senior secured revolving credit facility, due
     2008, rated Ba2;

   * $175 million senior subordinated notes, due 2024, rated B1;

   * Issuer Rating, rated Ba3.

In its review, Moody's will access the impact of the $1.9 billion
purchase price, which is comprised of $860 million in cash plus
the $1.05 billion in existing debt at Mueller Water Products, on
Walter's overall credit quality and capital structure.  Moody's
noted in its March 18, 2005 press release that continued
maintenance of the stable outlook was subject to an improvement in
the company's homebuilding business.

Hence, Moody's will also access the performance and outlook for
Walter's other operations where an increase in metallurgical coal
prices during 2004 allowed the company to generate significantly
higher free cash flow even though its homebuilding business
deteriorated.  Walter Industries operates a total of five separate
business segments with its U.S. Pipe operations being the largest
comprising 37% of total revenues.  While Walter's acquisition of
Mueller will complement and strengthen Walter's market share in
the pipe and related equipment segment, demand for its pipe
related products will continue to be primarily driven by new
construction and the replacement of aging pipe.

Headquartered in Tampa, FL., Walter Industries is a diversified
company that operates in five reportable segments:

   * Homebuilding,
   * Financing,
   * Industrial Products,
   * Natural Resources, and
   * Other.

Revenue was approximately $1.5 billion in FY2004.


WESTPOINT STEVENS: Aretex LLC Wants Escrow Order Dissolved
----------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 17,
2005, the 2nd Lien Agent asked the U.S. Bankruptcy Court for the
Southern District of New York to:

    (a) terminate the adequate protection escrow, direct the
        Escrow Agent to release the escrowed adequate protection
        payments forthwith to the 2nd Lien Agent, and reinstate
        direct payments from WestPoint Stevens, Inc. and its
        debtor-affiliates to the 2nd Lien Agent; or

    (b) establish a schedule for the submission of expert reports
        concerning the valuation of the 2nd Lien Lenders'
        collateral as of the Petition Date and set a hearing
        for further determination of its Motion.

                          The Escrow Order

Gary M. Becker, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, relates that adequate protection payments of $31 million
were made to Wilmington Trust Company, as Agent to the 2nd Lien
Credit Agreement, through July 2004.  In August 2004, R2 Top Hat,
as holder of 40% of the 1st Lien claims, objected to the
continuation of adequate protection payments to the 2nd Lien
Lenders.  To avoid a distracting fight over the issue at that
time, the 1st Lien Agent, 2nd Lien Agent, the Debtors and the
agent under the DIP Loan agreed, in a Court-approved stipulation,
to escrow future adequate protection payments due the 2nd Lien
Lenders.

Since the entry of the Escrow Order, $2 million per month in
adequate protection payments, starting with the payment due at the
end of August 2004, have been placed in an account with the escrow
agent, Wells Fargo Bank, N.A.  As of May 10, 2005, the amount in
escrow exceeds $18 million, with another $2 million due to be
deposited at the end of May.  Therefore, the amount in escrow at
the Purchaser Selection Hearing on June 24, 2005, is expected to
be $20 million.  Pursuant to the Escrow Order, amounts held in
escrow may be released by the Escrow Agent upon the entry of an
order from the Court adjudicating the relative rights of the DIP
lender, the 1st Lien Lenders, the 2nd Lien Lenders and the Debtors
to the escrowed funds.  The Escrow Order also provides that none
of the amounts in escrow may be released to the Debtors or any
other party -- except the DIP Lenders, 1st Lien Lenders or 2nd
Lien Lenders -- until the DIP, the 1st Lien Obligations and the
2nd Lien Obligations have been satisfied in full.

The Escrow Order contemplates that, once a hearing date has been
set for the sale of substantially all the Debtors' assets or for
confirmation of a plan of reorganization, the 2nd Lien Agent may
file a motion seeking a determination as to the allocation of the
amounts held in escrow.

                           Objections

(1) Bank of America

Bank of America, N.A., as Administrative Agent under the DIP
Credit Agreement, believes that the request of Wilmington Trust
Company, as Agent to the Second Lien Credit Agreement, is
premature because it violates the letter and the spirit of the
agreed Escrow Order.  The Escrow Order, Bank of America relates,
made specific provisions for the timing of the release of the
Escrowed Interest Payments from the escrow.  The Request seeks to
disturb that scheme.

Pursuant to the Escrow Order, the Escrow Payments are to remain in
escrow until no earlier than the first to occur of a confirmation
hearing, a sale hearing, or a hearing or a conversion hearing in
the Chapter 11 cases, unless otherwise agreed by the First Lien
Agent, the First Lien Lenders holding a majority of the First Lien
Credit Facility, the DIP Agent, and the Second Line Agent.  None
of those hearings has occurred.

Bank of America notes that depending on the results of the auction
and confirmation hearing, it is quite possible that the Request
will be moot.  If the anticipated sale and plan generate proceeds
sufficient to pay the DIP Loans and the First Lien Lenders' loans,
the disposition of the Escrowed Interest Payments will not likely
be controversial and will be governed by the terms of the Escrowed
Order.  Bank of America believes that to conduct a full-blown
hearing on the Request at this point potentially would be a waste
of judicial resources.

(2) First Lien Agent

Beal Bank, S.S.B., in its capacity as Successor First Lien Agent,
objects to the Second Lien Lenders' request to release escrowed
funds.

The consummation of a sale of the assets or, failing that, a
motion to convert the Debtors' cases to Chapter 7 will allow the
DIP Agent, the First Lien Lenders and the Second Lien Lenders to
determine:

   (a) whether their interests are adequately protected; and

   (b) the relative rights among the DIP Agent, the First Lien
       Lenders and the Second Lien Lenders to the Escrowed
       Interest Payments as provided in the Escrow Order.

The First Lien Agent believes that the Request is premature, and
that the Second Lien Lenders' interests are adequately protected
by the continuation of the Escrow Order and the escrow agreement
provided therein until the conditions for disbursement from the
escrow are met in accordance with the terms of the Escrow Order.

(3) Steering Committee

The Steering Committee for the First Lien Lenders contend that the
Second Lien Agent incorrectly asserts that the First Lien Lenders'
sole remedy with respect to the escrowed amounts is to require
application of the escrowed amounts to the principal amount of the
Second Lien Indebtedness.  The Steering Committee believes that
Adequate Protection Order is inapplicable with respect to the
escrowed funds.

Given that the First Lien Lenders have senior rights to the
escrowed funds, the issue is whether the Court should conduct a
valuation hearing to determine how to distribute those funds now.
In all events, there is no need to have judicial determination of
value.  A sale of the Debtors' business is going to occur and an
auction will be held on June 21, 2005.  A purchaser will be
selected on June 24, 2005.  That process should generate cash
proceeds.  Those proceeds will be distributed according to the
priorities of the parties' claims.  If the proceeds are
insufficient to repay the First Lien Indebtedness then, under the
Intercreditor Agreement, the First Lien Lenders have the right to
look to the escrowed funds before the Second Lien Lenders receive
any further payment.  If the First Lien Lenders receive payment in
full, then the Second Lien Lenders will have rights to the
escrowed funds.

Accordingly, the Steering Committee asks the Court to deny the
Request.

               Aretex Wants Escrow Order Dissolved

Aretex LLC supports the Second Lien Lenders' Request.  Aretex asks
the Court to:

   -- approve the Request;

   -- dissolve the Adequate Protection Escrow;

   -- directing the escrow agent to pay amounts in the Adequate
      Protection Escrow to the Second Lien Agent; and

   -- directing the Debtors to make adequate protection payments
      directly to the Second Lien Agent for the benefit of the
      Second Lien Lenders.

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)


XERIUM TECH: March 31 Balance Sheet Upside-Down by $50.9 Million
----------------------------------------------------------------
Xerium Technologies, Inc. (NYSE: XRM) reported results for the
first quarter of 2005, ended March 31, 2005.

Net income was $8.3 million in the first quarter of 2005, compared
to $8.4 million in the first quarter of 2004.  The first quarter
of 2005 reflects incremental public company related costs of $1.3
million and incremental restructuring costs of $4.0 million that
were not incurred in the first quarter of 2004.  Net sales
increased $6.2 million, or 4.2%, to $153.0 million, from $146.8
million for the first quarter of 2004.

Net cash provided by operating activities increased $5.0 million,
or 39.1%, to $17.8 million, from $12.8 million in the first
quarter of 2004.  Cash on hand at March 31, 2005 was $39.8
million, a $15.8 million increase from $24.0 million at December
31, 2004.

Operating income was $26.0 million, compared to $29.6 million in
the first quarter of 2004.  Operating income for the first quarter
of 2005 reflects the same $1.3 million of costs associated with
becoming a public company as well as $4.0 million of incremental
restructuring costs related to cost reduction programs as compared
to the first quarter of 2004.

Thomas Gutierrez, Chief Executive Officer of Xerium Technologies,
said, "During the first quarter this year, our company continued
its strong performance despite continued marketplace challenges.
Net sales increased 4.2%, and we are especially pleased with the
strong operating cash flow the business generated.

The results in our clothing segment, where net sales increased by
9.3% and Segment Earnings increased by 14.2% compared to the first
quarter of 2004, were particularly satisfying given the
investments in technology and restructuring that we have made in
this segment over the last several years.  We believe that we
continue to gain market share in the clothing segment."

He continued, "In the roll covers segment, consistent with our
general expectations, net sales decreased by 4.2% and Segment
Earnings fell 12.9% from first quarter 2004 levels.  We believe
that our global market share in the roll covers segment has
remained stable as the market has contracted due to mill closures
and paper machine shutdowns.  These mill closures and machine
shutdowns started to significantly impact our business in the
second half of 2004 and this impact has been amplified by the fact
that the machines that have been taken out of service utilized
some of our more profitable roll cover products.  We believe that
planned new product introductions, starting in July of this year,
and the restructuring actions that we have taken in the rolls
covers segment, will drive results in the second half of the
year."

He added, "Cash generation is one of the principal strengths of
our business and we were pleased with our working capital
performance and cash flow generation in the first quarter of this
year.  As has been the case in the past, we expect that Xerium
will continue to deliver strong cash flows to provide investment
in the business, improve our capital structure and support the
Company's stated initial dividend policy."

Mr. Gutierrez continued, "It is clear that on a global basis, the
paper industry recovery that many have expected has not yet
occurred.  We believe that the market for our products is still
reflecting the impact of the numerous mill closures that have
occurred and the significant number of paper machines that have
been taken out of service over the last several years.  It also
appears that the early effects of the labor unrest at paper mills
in Finland resulted in lower paper production operating rates and
impacted sales for Xerium Technologies in that region during the
first quarter of 2005.  Putting aside the labor issues in Finland,
we believe that the market for our products, on a global basis,
has stabilized.

"Looking ahead," he added, "we continue to be a technical leader
in the market with a demonstrated ability to identify and deliver
cost, efficiency and quality improvement programs that our
customers value highly as they strive to improve their
profitability.  Our success in building these strong customer
relationships has enabled us to improve our position even in
difficult market conditions, and we expect this to continue going
forward.  In addition, we have continued to improve our cost
structure and have several restructuring programs under way that
we expect will generate significant benefits in the coming
quarters."

                        IPO Completion

On May 19, 2005 the Company completed its initial public offering.
Xerium Technologies was formerly an indirect, wholly owned-
subsidiary of Xerium S.A., and after a reorganization undertaken
prior to the offering, Xerium Technologies directly or indirectly
holds all of the operating subsidiaries and related holding
companies of the prior Xerium S.A. group excluding the former
parent, Xerium S.A., and its two immediate holding company
subsidiaries, Xerium 2 S.A. and Xerium 3 S.A.

In connection with the offering, the Company effected a
31,013,482-for-1 stock split. All share and per share amounts
related to common stock included in the accompanying consolidated
financial statements have been restated to reflect the stock
split.  After Xerium Technologies' issuance of 13,399,233 shares
of common stock at $12.00 per share in the offering and other
related transactions, there were approximately 43.7 million shares
of common stock of Xerium Technologies outstanding.

                       Credit Facility

In connection with the initial public offering, Xerium
Technologies also entered into a new $750 million credit facility
agreement, of which $650 million was borrowed in connection with
the offering.  Xerium Technologies repaid approximately $753
million of indebtedness under its previously existing debt
facilities in connection with the offering.

                     Cost Reduction Programs

Xerium Technologies' cost reduction programs, including plant
closures designed to rationalize production among facilities and
headcount reductions, have been proceeding on schedule.  These
cost reduction efforts eliminated approximately $2.0 million in
cash costs that would have otherwise been incurred in the first
quarter of 2005 as compared to the Company's cost structure in the
first quarter of 2004.

Xerium Technologies, Inc. (NYSE: XRM) is a leading global
manufacturer and supplier of two types of consumable products used
primarily in the production of paper: clothing and roll covers.
The Company, which operates around the world under a variety of
brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 35
manufacturing facilities in 15 countries around the world, Xerium
Technologies has approximately 3,900 employees.

At Mar. 31, 2005, Xerium Technologies, Inc.'s balance sheet showed
a $50,868,000 stockholders' deficit, compared to a $55,096,000
deficit at Dec. 31, 2004.


YUKOS OIL: Losses in First 2005 Quarter Exceed Rub4 Billion
-----------------------------------------------------------
The oil company YUKOS sustained a net loss of 4.864 billion rubles
in the first quarter of 2005, according to Russian accounting
standards.

In the first quarter of 2004, the company had a profit of
2.4 billion rubles, YUKOS said in a press release on Wednesday.

Its net loss in the fourth quarter of 2004 was 234.780 billion
rubles.

The company explained the dramatic change in its net losses by the
reduction of operating and non-sales expenses.

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)


ZIM CORPORATION: Negative Cash Flow Spurs Going Concern Doubt
-------------------------------------------------------------
ZIM Corporation (OTCBB: ZIMCF) reported results for the fiscal
year ended March 31, 2005.

Revenue for the year ended March 31, 2005 was $10,027,045, a
significant increase from $2,107,099 for the ten months ended
March 31, 2004.  ZIM's revenue growth this year is predominantly a
result of providing messaging services to mobile content
providers, including premium and bulk SMS.

Net loss for the year ended March 31, 2005 was $3,964,107.  The
net loss for the ten months ended March 31, 2004 was $1,672,597.
Included in the net loss for the year ended March 31, 2005 are
non-cash amounts of $1,199,453 relating to the impairment of the
technology and the customer list purchased in the EPL acquisition.
Due to changes in the technology being used for ZIM's aggregator
services and the development of new strategic partnerships,
management does not expect future value from these assets and as a
result an impairment was recorded.  In addition, there has been an
impairment of $530,270 in the goodwill relating to our Brazilian
operations.

ZIM's balance sheet remained relatively stable with cash of
$737,888 at March 31, 2005 as compared to $870,520 at March 31,
2004.  During the fiscal year ended March 31, 2005, ZIM raised
$1,621,236 through financing activities, including private
placements and share option exercises.  During the ten months
ended March 31, 2004, ZIM raised $2,423,332 through financing
activities.

                       Going Concern Doubt

The Company has generated negative cash flows from operations
during each of the last five years.  For the year ended March 31,
2005, the Company used $1,762,459 of cash from operations.

These factors, among others, prompted Raymond Chabot Grant
Thornton LLP, to express substantial doubt about the Company's
ability to continue as a going concern after it audited its
financial statements for the fiscal year ended March 31, 2005.

Management's plans to address these issues by continuing to raise
capital through the placement of equity, obtaining advances from
related parties and, if necessary, renegotiating the repayment
terms of accounts payable and accrued liabilities.  The Company's
ability to continue as a going concern is subject to management's
ability to successfully implement the above plans.  Failure to
implement these plans could have a material adverse effect on the
Company's position and results of operations and may necessitate a
reduction in operating activities.

ZIM Corporation -- http://www.zim.biz/-- is a leading mobile
service provider, aggregator and application developer for the
global SMS channel.  ZIM's products include mobile e-mail and
office tools, such as ZIM SMS Chat, and its message delivery
services include Bulk SMS, Premium SMS and Location Based
Services.  ZIM is also a provider of enterprise-class software and
tools for designing, developing and manipulating database systems
and applications. Through its two-way SMS expertise and mobile-
enabling technologies, ZIM bridges the gap between data and
mobility.


* Alfred M. King & Robert E. Kleeman Join Marshall & Stevens
------------------------------------------------------------
Mark Santarsiero, president of Marshall & Stevens, reported that
two recognized leaders in the valuation industry have joined
Marshall & Stevens and have assumed prominent roles within the
firm: Alfred M. King, CMA, and Robert E. Kleeman, Jr., CPA, ABV,
ASA, CVA.

Mr. King will serve as the firm's vice chairman and national
technical manager, financial valuation and consulting.  Mr.
Kleeman is the new executive vice president, national practice
leader for financial valuation and consulting.  Both men bring
more than 35 years of valuation experience with mergers,
acquisitions, divestitures, financings and litigation to their
roles at Marshall & Stevens.

Mr. King will consult on the valuation of intangible assets,
complex allocations-of-purchase-price, business combinations, and
analyses relating to domestic and international taxes and
financial reporting.  He has provided litigation support specific
to trademark infringement and business valuation issues, and
testified in bankruptcy court.

Four years ago, through the AICPA, King spearheaded the Appraisal
Issues Task Force for the SEC in which he is still actively
involved.  A former managing director of the Institute of
Management Accountants, King currently serves on its Financial
Reporting Committee.

King has authored numerous books and articles related to
valuation.  Several of his editorials have been awarded
certificates of merit by the Institute for Management Accountants.
His most recent book, "Valuation: What Assets Are Really Worth,"
was published in 2002.

Robert Kleeman's primary focus at Marshall & Stevens will be the
issuance of fairness and solvency opinions, complex financial
valuations, and litigation support.  His litigation support
experience includes assignments for U.S. Department of Justice,
FDIC, the IRS, and the RTC.  In addition, his experience includes
consulting with major law firms in numerous states.

A member of the AICPA, Kleeman has served on its Business
Valuation Subcommittee and chaired its Business Valuation
Conference, along with serving on the ABV Credential Subcommittee.
He has also served three years on the Education Board of NACVA
(National Association of Certified Valuation Analysts).  Kleeman
has taught continuing professional education courses on valuation
and expert testimony. He has served on numerous committees within
the state CPA societies of Colorado and Illinois.

Marshall & Stevens is one of the premier, independent,
multidisciplinary valuation firms in the world.  Its professionals
provide fairness and solvency opinions, and the valuation of
businesses and business assets, both tangible and intangible, to
public and private corporations.  Headquartered in Los Angeles,
California, Marshall & Stevens has offices in Atlanta, Chicago,
Denver, Houston, New York, Philadelphia, San Francisco, St. Louis,
and Tampa.


* Richard N. Tilton Joins Riker Danzig as Counsel
-------------------------------------------------
Riker Danzig Scherer Hyland & Perretti LLP is pleased to welcome
Richard N. Tilton as counsel in its Morristown office.

Richard N. Tilton, of Wall, will practice in the firm's bankruptcy
and reorganization group.  He brings twenty-five years of
experience in corporate restructurings, turnarounds, workouts and
bankruptcy cases.

Dennis O'Grady, the Chairman of Riker Danzig's bankruptcy group,
said, "Rick brings tremendous experience in national
reorganization cases in which he has represented creditors,
lenders, indenture trustees, debtors and other parties."

O'Grady added, "For private equity investors looking to do deals
in the complex world of distressed investing in insolvent
companies, Rick is one of the 'go to' lawyers in the country.  His
business and legal skills are reflected in two books he has
written and edited on the subject of buying and selling companies
in financial distress.  His most recent book, Bankruptcy Business
Acquisitions (Lex Med Publications), which he edited and co-wrote,
is widely acknowledged as the definitive work on the business and
legal issues that investors encounter in doing deals.  We look
forward to expanding our work with our financial and bank clients
in the area of distressed mergers and acquisitions."

Mr. Tilton is a well-known commentator on insolvency/bankruptcy
issues and has appeared on television and national public radio.
He is frequently interviewed and quoted on the business insolvency
issues that arise in cases of national interest, and has been
quoted in publications such as Reuters, Bloomberg News, USA Today,
Investors Business Daily, dowjones.com, and the Los Angeles Times.
He has written over fifty articles published in journals such as
Business Credit, Commercial Lending Review, the New Jersey Law
Journal, and the New York Law Journal.

Mr. Tilton is a graduate of Cornell Law School and Wesleyan
University.  He is admitted to practice law in New Jersey and New
York, and represents clients in bankruptcy cases throughout the
United States.

Riker Danzig Scherer Hyland & Perretti LLP, has earned a national
reputation for expertise in commercial law, trial and appellate
litigation and bankruptcy, and have highly-respected practices in
insurance and reinsurance disputes, banking law, environmental
law, employment law, family practice, tax and trusts and estates,
corporate law, governmental affairs, public finance, public
utilities, and real estate.


* Seth Palatnik Leads Huron Consulting's Valuation Practice
-----------------------------------------------------------
Huron Consulting Group (NASDAQ:HURN) taps Seth Palatnik, managing
director, to lead the company's Valuation practice.

"Seth has played a key role in Huron's growth and success. Our
clients have greatly benefited from his extensive experience in
valuation and corporate finance," said Gary E. Holdren, chairman
and chief executive officer, Huron Consulting Group.  "We look
forward to his leadership in his new role as the national practice
leader of Huron's Valuation practice."

For more than 20 years, Mr. Palatnik has been actively involved in
valuation and corporate finance matters.  He has a broad depth of
experience valuing companies, partnerships and intangible assets.

Prior to joining Huron Consulting Group in 2003, Mr. Palatnik was
a partner and national director of the Valuation Services Practice
at BDO Seidman, LLP.  Before BDO, Mr. Palatnik was a senior
manager at KPMG Peat Marwick and spent several years in the
industry as a financial analyst.

Mr. Palatnik received his B.S. in Accounting and M.B.A., with a
concentration in finance and marketing, from the University of
Illinois.  He is an accredited senior member of the American
Society of Appraisers.  He is also a member of the Turnaround
Management Association -- TMA, American Bankruptcy Institute --
ABI, Business Valuation Association, the Chicago Business Forum,
and other local and national associations.  As part of his civic
involvement, Mr. Palatnik is a member of the Finance Committee of
the Greater Chicago Food Depository.

                  About Huron Consulting Group

Huron Consulting Group -- http://www.huronconsultinggroup.com/--  
helps clients effectively address complex challenges that arise
from litigation, disputes, investigations, regulation, financial
distress, and other sources of significant conflict or change.
The company also helps clients improve the overall efficiency and
effectiveness of their operations, reduce costs, manage regulatory
compliance, and maximize procurement efficiency.  Huron provides
services to a wide variety of both financially sound and
distressed organizations, including Fortune 500 companies, medium-
sized businesses, leading academic institutions, healthcare
organizations, and the law firms that represent these various
organizations.


* The Garden City Group Promotes Jennifer M. Keough to Senior VP
----------------------------------------------------------------
David A. Isaac, president of The Garden City Group, Inc., reported
the promotion of Jennifer M. Keough to senior vice president and
managing director of the company's west coast operations.  Ms.
Keough previously held the title of vice president and managing
director, west coast operations.

"Since joining the firm two years ago, Jennifer has made
significant contributions to the extraordinary success of our west
coast operations," said Mr. Isaac.  "She brings to our
organization an extensive background in managing class action
administration that will continue to serve our clients well."

As a former GCG client and class action business analyst, Keough
has an insider's experience of the class action processes.  She
was responsible for managing the settlement implementation and
administration process for large class action settlements at the
Perkins Coie law firm and prior to that, she gained her legal
expertise while working for a highly regarded civil litigation
firm in Seattle.

"Our west coast operations complement our regional offices
throughout the country, and enable us to provide high quality,
cost-effective service to clients and claimants coast-to-coast,"
said Keough.  "Since I joined GCG, we have successfully expanded
our west coast operations team -- a team comprised of people who
stand behind their work, keep their word, and meet their
deadlines.  These are the same qualities that impressed me when I
was a GCG client," added Ms. Keough.  "I am proud to be part of
the GCG team."

Ms. Keough did her undergraduate and business graduate work at
Seattle University Albers School of Business, where she graduated
cum laude with a B.A. in Business Management and a Masters in
Finance and Valuation.  She received her J.D. from Seattle
University, where she authored the article "Navigating the Ethical
Challenges of Representing Older Clients."

The Garden City Group, Inc., -- http://www.gardencitygroup.com/--  
is a subsidiary of Crawford & Company.  It administers class
action settlements, designs legal notice programs, manages Chapter
11 administrations, and provides expert consultation services.

Based in Atlanta, Georgia, Crawford & Company --
http://www.crawfordandcompany.com/-- is the world's largest
independent provider of claims management solutions to insurance
companies and self-insured entities, with a global network of more
than 700 offices in 63 countries.  Major service lines include
workers' compensation claims administration and healthcare
management services, property and casualty claims management, and
risk management information services.  The Company's shares are
traded on the NYSE under the symbols CRDA and CRDB.

                          *********

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 ***