TCR_Public/050627.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, June 27, 2005, Vol. 9, No. 150

                          Headlines

ADELPHIA COMMS: Files Second Amended Plan of Reorganization
AES CORP: Barry Sharp to Resign as EVP & CFO by Year-End
AMERICAN NATURAL: Gets Stockholders' Nod to Issue 150M More Shares
AMERICA ONLINE: Case Summary & 20 Largest Unsecured Creditors
AOL LATIN: Files for Chapter 11 Protection in Delaware

ARVINMERITOR INC: Moody's Cuts Corporate Family Rating to Ba2
AURORA PLATINUM: Shareholders & Court Approve Plan of Arrangement
BANC OF AMERICA: S&P Lifts Rating on Classes SB-D & SB-E Certs.
BEAR STEARNS: Fitch Puts 6 Cert. Classes on Rating Watch Negative
BUEHLER FOODS: Committee Taps Frost Brown as Counsel

CATHOLIC CHURCH: Spokane Tort Panel Wants Bar Date Notice Revised
CELESTICA INC: Completes $250 Million Sale of 7.625% Sr. Sub. Debt
CENTURY/ML: Asks Court to Approve San Juan Bid Protections
CITYSCAPE HOME: S&P Holds Ratings on 1997-1 Class M-2 Certs. at B
CONGOLEUM CORP: Court Approves Third Amendment to DIP Financing

CONTECH CONSTRUCTION: Moody's Rates $450M Credit Facilities at Ba3
CONTINENTAL AIRLINES: Seeks Mediation With Flight Attendants Union
CONTRACTOR TECH: Court Denies Retention of Travis Law as Counsel
COVANTA ENERGY: Taps Struble Ragno as Ordinary Course Professional
CYPRESS COMMS: Expects FCC Nod on Arcapita Merger Before July

DALLAS AEROSPACE: Ch. 7 Trustee Taps Stuart Jackson as Counsel
DOBSON COMMS: Elects to Defer Preferred Stock Dividends
DRY TECH: Case Summary & 20 Largest Unsecured Creditors
EMPIRE FUNDING: S&P Holds Rating on 1997-A Class B Certs. at B
EXIDE TECH: Investors Sue Officers for Violating Securities Laws

EXIDE TECH: Mellon Strategies Discloses 9.9% Equity Stake
FALCON PRODUCTS: Panel Hires Morgan Keegan as Investment Banker
FEDERAL-MOGUL: Panel Won't Hire Lobbyists Due to Objections
FIBERMARK INC: Files New Reorg. Plan & Disclosure Statement in Vt.
FIRST DOMINION: Moody's Confirms $14.2M Class D-2 Notes Ba3 Rating

GALEY & LORD: U.S. Trustee Wants N.Y. Case Dismissed or Converted
GRANT PRIDECO: Good Performance Cues S&P to Lift Ratings to BB
GS MORTGAGE: Fitch Assigns Low-B Ratings to 6 Cert. Classes
HOLLINGER INT'L: Asks Illinois Court to Dismiss Class Action
HOLLINGER INT'L: Declares $0.05 per Share Quarterly Dividend

INNOVA: S&P Lifts Rating on $300 Million Sr. Unsec. Notes to BB-
INTERMET CORP: Files Plan of Reorganization in E.D. of Michigan
JETSGO CORP: Unsecured Creditors Could Recover 11% of Claims
KRAMONT REALTY: Fitch Withdraws BB- Rating on Preferred Stock
LUIS MORALES: Case Summary & 11 Largest Unsecured Creditors

LY-CON INC: Voluntary Chapter 11 Case Summary
MARKWEST ENERGY: Earns $3.8 Million of Net Income in 4th Quarter
MATRIA HEALTHCARE: Moody's Withdraws $86M Sr. Sub. Notes B3 Rating
MAYTAG CORP: Inks Commitment Letter for $500M Sr. Sec. Facility
MERIDIAN AUTOMOTIVE: Wants to Use Lenders' Cash Collateral

MERIDIAN AUTOMOTIVE: Ct. OKs Appleton Sublease Over DBSI Objection
MERIDIAN AUTOMOTIVE: Court Okays Mercer Human as Consultants
MILANO CONSTRUCTION: Voluntary Chapter 11 Case Summary
MORGAN'S FOODS: Recurring Losses Trigger Going Concern Doubt
MYSTIC TANK: Officially Emerges From Chapter 11

NATIONAL CENTURY: LTC Entities Appeal Bankr. Court's Injunction
NOBLE DREW: U.S. Trustee Picks Three-Member Creditors Committee
NORTHERN BERKSHIRE: Recurring Losses Cue S&P to Cut Rating to BB-
OLD MET BBQ LLC: Case Summary & 3 Largest Unsecured Creditors
ORBIT BRANDS: Executes Term Sheet to Pay Professionals

OWENS CORNING: Court Extends Exclusive Solicitation Period
PLAZA GARDENS: Wants to Hire McDowell Rice as Bankruptcy Counsel
PLAZA GARDENS: Section 341(a) Meeting Slated for July 18
POLYAIR INTER: Wants Amendments to Financial Covenants Extended
Q COMM: Restates Financial Reports Due to Possible Weakness

REGIONAL DIAGNOSTICS: Wants Until Plan Filing to Decide on Leases
ROYAL GROUP: Dual Class Share Structure Collapses
SATELITES MEXICANOS: Has Until July 7 to Answer Ch. 11 Petition
SHAWN ANTLE: Case Summary & 22 Largest Unsecured Creditors
SEARS HOLDINGS: Third Avenue Acquires 140,000 Shares for $2MM

SECURITY CAPITAL: AMEX Halts Stock Trading
SOLECTRON CORP: Incurs $67 Million GAAP Loss in Third Quarter
SOLUTIA INC: Arklow Replaces Candlewood in Equity Committee
SOUNDVIEW HOME: Fitch Puts Low-B Ratings on $32M Class B Certs.
SOUTH DAKOTA: Wants to Hire Stuart Gerry as Bankruptcy Counsel

SPHERE DRAKE: Section 304 Petition Summary
SUPERIOR WHOLESALE: Fitch Puts BB+ Rating on $53M Class D Certs.
SYL-SU REALTY: Case Summary & 18 Known Creditors
TELVUE CORP: Majority Shareholder Agrees to Certain Concessions
TEMBEC INC: Spruce Falls Unit Gets $190M Working Capital Loan

THE COOPER: Moody's Affirms $750 Million Debts' Ba3 Rating
THERMA-WAVE: Delays Annual Report Filing Due to Material Weakness
TOYS 'R' US: 98% of Stockholders Approve Merger Agreement
TRANSTECHNOLOGY CORP: March 31 Balance Sheet Upside-Down by $6.4MM
UNITED SUBCONTRACTOR: S&P Rates $305 Million Bank Loans at B+

USEC INC: Moody's Downgrades Sr. Unsec. Debt Rating to B2 from Ba3
WASTE CONNECTIONS: Good Credit Measures Cue S&P's Positive Outlook
WILLIAMS SCOTSMAN: Launches Tender Offer for 9-7/8% Senior Notes
WINN-DIXIE: Court Okays Deloitte Consulting as Consultants
WINN-DIXIE: Wants to Reject Madison Grocery Store Lease

WINN-DIXIE: Wants to Reject Pewter Partner Agreement
WISTON XIV: Sapient Capital Opposes Amended Request for DIP Loan
YUKOS OIL: Manager of Yukos Unit Detained by Russian Authorities

* Marshall & Stevens Adds Alfred King & Robert Kleeman to Firm
* The Garden City Group Promotes Jennifer M. Keough to Senior VP

* BOND PRICING: For the week of June 20 - June 24, 2005

                          *********

ADELPHIA COMMS: Files Second Amended Plan of Reorganization
-----------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) filed a second
amended plan of reorganization with the U.S. Bankruptcy Court for
the Southern District of New York, together with the related
amended disclosure statement explaining the Plan.

The filing represents continued progress toward ultimate
resolution of the Adelphia bankruptcy case.  A disclosure hearing
is expected later this summer, followed by creditor balloting, and
a confirmation hearing to approve a final plan of reorganization.

"This amended plan is another milestone in our bankruptcy process,
but we still have significant work to do with all the relevant
constituents," said Bill Schleyer, chairman and CEO of Adelphia.
"Over the course of the summer, we will work diligently to balance
the competing interests of our bankruptcy constituents and address
open issues with a goal of being prepared for a disclosure hearing
by the end of summer.  Throughout this process, maximizing value
for our bankruptcy constituents has remained our most important
goal.  We will keep the process moving ahead."

The Company noted that this filing sets the stage for the next
round of negotiations regarding the plan of reorganization.  It is
expected that there will be significant negotiations regarding the
terms of the proposed plan of reorganization and disclosure
statement as the constituents work through a number of inter-
creditor issues.  It is also expected that the open issues noted
in the document and the anticipated negotiations, will result in
additional material changes to the proposed plan and disclosure
statement.

On April 21, 2005, Adelphia disclosed that it has reached
definitive agreements for Time Warner Inc. (NYSE: TWX) and Comcast
Corporation (Nasdaq: CMCSA, CMCSK) to acquire substantially all
the U.S. assets of Adelphia for $12.7 billion in cash and 16
percent of the common stock of Time Warner's cable subsidiary,
Time Warner Cable Inc.

Copies of the amended plan and the amended disclosure statement as
well as a motion for order in aid of confirmation are available in
the investor relations and press room sections of the Adelphia
corporate web site http://www.adelphia.com/

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.


AES CORP: Barry Sharp to Resign as EVP & CFO by Year-End
--------------------------------------------------------
The AES Corporation (NYSE:AES) reported that Barry Sharp will
resign from his position as Executive Vice President and Chief
Financial Officer by the end of this year.

Following his departure from AES, Mr. Sharp will continue to work
with the company as a consultant and assist the new AES CFO during
a transition period.  AES has initiated a search for a successor
for the CFO position.

Mr. Sharp has accepted a directorship position with Imagine
Schools, a company that operates public charter schools in nine
states and the District of Columbia.  Upon the appointment of a
successor, but no later than year-end, he plans to join the
education company as CFO.

Mr. Sharp joined AES in 1986 as Director of Finance and
Administration and has served as CFO for the past 18 years.

"After nearly 20 years of dedicated service to AES, Barry has
decided to move on to pursue his other interests.  Barry was
instrumental in building AES into the global power company that it
is today," said Paul Hanrahan, AES President and Chief Executive
Officer.  "He led the company through a difficult restructuring
period and played a major role in restoring AES to the solid
financial position it has today.  I am personally very grateful
for his contributions and look forward to his continued
involvement with the company."

Mr. Sharp commented, "My decision to leave AES was difficult, but
after almost 20 years with the company, I have decided that this
is the right time to make a transition to a new set of challenges.
I have made this decision with the confidence that AES is on
strong financial ground with an exceptional team of people.
Although I will not be leaving my current position until an
orderly transition has been arranged, I wish to take this
opportunity to express my sincere appreciation to all AES people
for the tremendous experience of the last 20 years.  I look
forward to continuing my relationship with AES in the future."

AES Corporation -- http://www.aes.com/-- is a leading global
power company, with 2004 revenues 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.  Our 30,000 people are committed to
operational excellence and meeting the world's growing power
needs.

                       *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
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.  Fitch said 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.

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.


AMERICAN NATURAL: Gets Stockholders' Nod to Issue 150M More Shares
------------------------------------------------------------------
American Natural Energy Corporation (TSX Venture: ANR.U) reported
that at a meeting of its stockholders held on June 23, 2005, its
stockholders approved an amendment to ANEC's Certificate of
Incorporation to increase the number of shares of Common Stock
ANEC is authorized to issue to 250 million from 100 million.  This
approval was a condition to effecting the amendment of Indenture
for ANEC's outstanding 8% Convertible Secured Debentures.  The
final terms of the amendments were previously announced May 18,
2005, and include, among other things, an extension of the
maturity date of the Debentures to September 30, 2006 and the
reduction through the extended maturity date of the Debentures of
the price at which the principal of the Debentures can be
converted into shares of Common Stock to US$0.15 per share.

Also occurring at the meeting, ANEC's stockholders elected Michael
Paulk, Steven Ensz, Brian Bayley, John Campbell, Jules Poscente
and Gerry Curtis to the board of directors and approved certain
technical amendments to ANEC's Stock Option Plan so as to comply
with certain TSX Venture Exchange requirements.

American Natural Energy Corporation is engaged in the acquisition,
development, exploitation and production of oil and natural gas.
The company operates in St. Charles Parish, Louisiana.  Since
December 31, 2001, the Company has engaged in several
transactions, which it believes will enhance its oil and natural
gas development, exploitation and production activities and our
ability to finance further activities.   ANEC is publicly traded
on the TSX Venture Exchange as ANR.U.

At Mar. 31, 2005, American Natural Energy Corporation's balance
sheet showed a $10,991,124 stockholders' deficit, compared to a
$9,596,356 deficit at Dec. 31, 2004.

PricewaterhouseCoopers, LLP, expressed substantial doubt about
American Natural Energy Corporation's ability to continue as a
going concern after it audited the Company's financial statements
for the year ended Dec. 31, 2004.  The auditing firm points to the
Company's accumulated deficit and working capital deficiencies.

The Company experienced a net loss of $1.5 million in the three
month period ended March 31, 2005, and has a working capital
deficiency and an accumulated deficit at March 31, 2005, all of
which lead to questions concerning its ability to meet its
obligations as they come due.  The Company also has a need for
substantial funds to develop oil and gas properties and repay
borrowings.  Historically the Company has financed its activities
using private debt and equity financing.  American Natural
Energy has no line of credit or other financing agreement
providing borrowing availability.  As a result of the losses
incurred and current negative working capital and other matters
described, there is no assurance that the carrying amounts of its
assets will be realized or that liabilities will be liquidated or
settled for the amounts recorded.


AMERICA ONLINE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: America Online Latin America, Inc.
             6600 North Andrews Avenue, Suite 400
             Fort Lauderdale, Florida 33309

Bankruptcy Case No.: 05-11778

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      AOL Latin America Management LLC           05-11779
      AOL Puerto Rico Management Services, Inc.  05-11780
      America Online Caribbean Basin, Inc.       05-11781

Type of Business: America Online Latin America offers AOL-branded
                  Internet service in Argentina, Brazil, Mexico,
                  and Puerto Rico, as well as localized content
                  and online shopping over its proprietary
                  network.  Subscribers also get access to popular
                  AOL services like instant messaging, online
                  chat, e-mail, and personalized homepages.  In
                  addition, the company maintains localized
                  Internet portals serving users in about 20
                  countries.  In total AOLA has more than 460
                  thousand members.  Principal shareholders in
                  AOLA are Cisneros Group, one of Latin America's
                  largest media firms, Brazil's Banco Itau, and
                  Time Warner, through America Online.
                  See http://www.aola.com/

Chapter 11 Petition Date: June 24, 2005

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Edmon L. Morton, Esq.
                  Margaret B. Whiteman, Esq.
                  Pauline K. Morgan, Esq.
                  Young, Conaway, Stargatt & Taylor, LLP
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, Delaware 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Consolidated Financial Condition as of March 31, 2005:

      Total Assets: $28,500,000

      Total Debts: $181,774,000

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Time Warner, Inc.                Loan Agreement     $160,000,000
One Time Warner Center                              plus accrued
New York, NY 10019                                  interest
Fax: (212) 484-7151

America Online, Inc.             Trade Debt           $1,562,389
22000 AOL Way
Dulles, VA 20166
Fax: (703) 265-8433

Cypress Center                   Office Lease           $640,350
CYP Owner LLC
One Independent Drive, Suite 114
Jacksonville, FL 32202
Fax: (904) 358-5479

HR Real Estate Management Inc.   Office Lease           $164,300

GE Capital                       Equipment Lease         $47,700

Addecco                          Trade Debt              $32,944

Eduardo Hauser                   Trade Debt              $30,591

Xerox Capital Services LLC       Equipment Lease         $28,450

Bruno Harig & Associates         Trade Debt              $13,020

Plaza las Americas               Lease                   $72,000

Plaza Carolina                   Lease                   $21,000

Plaza del Sol                    Lease                   $22,000

United Healthcare                United Health           $17,505
                                 Insurance

Plaza del Caribe                 Lease                    $4,000

Kelly Temporary Services         Trade Debt               $8,329

Fiddler, Gonzalez & Rodrigues    Trade Debt               $7,619

Browne of Atlanta                Trade Debt               $7,619

Ultimate Media                   Trade Debt               $6,500

Kmart Corporation                Trade Debt               $3,636

Creative Graphics Group          Trade Debt               $3,425


AOL LATIN: Files for Chapter 11 Protection in Delaware
------------------------------------------------------
America Online Latin America, Inc., together with its subsidiaries
-- AOL Puerto Rico Management Services, Inc., America Online
Caribbean Basin, Inc., and AOL Latin America Management LLC. --
filed voluntary chapter 11 petitions in the United States
Bankruptcy Court for the District of Delaware on June 24, 2005.
Time Warner and America Online, the Debtors' largest stakeholders,
assert a $161.6 million unsecured claim against AOLA.

The chapter 11 filing was made to wind down the Debtors'
businesses by either selling all or a portion of their assets and
closing those that could not be sold.  Each of the Debtors' board
of directors and board of managers approved the wind-down of
operations.

The AOLA Group, as a whole, has never generated positive cash flow
since its inception in 1998.  Other than the proceeds received
from the issuance of senior convertible notes due in March 2007,
the Debtors relied heavily on certain affiliates' equity capital
and the U.S. public equity market for their working capital needs
and expenses.  For the three-month period ended March 31, 2005,
the Debtors recorded a $72.6 million net loss on $12.8 million of
revenues.  The Debtors reported approximately $1 billion in
accumulated deficit as of March 31, 2005.

                     Liquidation Plan

Before filing for bankruptcy, the Debtors and their principal
stockholders, including Time Warner and AOL Online, negotiated the
terms of a plan of liquidation under a letter and support
agreement.

Pursuant to the letter agreement, the principal stockholders
agreed to support a Plan that provided for the subordination of
America Online's and Time Warner's claims to the general unsecured
creditors.  Consenting creditors will receive 100% of the allowed
amount of their claims if they release the principal stockholders
from any liability.  From the remaining available cash, the
Debtors will distribute 60% to America Online and Time Warner
while 40% will go to the 31.6% equity stakeholder, The Cisneros
Group.

In light of the letter and support agreement, the Debtors expect
to file a disclosure statement explaining a Plan of Liquidation
with the Bankruptcy Court as soon as possible.

AOL Latin America's other subsidiaries will continue normal
operations, and its subscribers will continue to receive the
America Online branded service without interruption.

Headquartered in Fort Lauderdale, Florida, America Online Latin
America offers AOL-branded Internet service in Argentina, Brazil,
Mexico, and Puerto Rico, as well as localized content and online
shopping over its proprietary network.  The Company and three of
its affiliates filed for chapter 11 protection on June 24, 2005
(Bankr. D. Del. Case No. 05-11778 through 05-11781).  Edmon L.
Morton, Esq., Margaret B. Whiteman, Esq., and Pauline K. Morgan,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, represent the
Debtors in their liquidation efforts.  When the Debtors filed for
protection from their creditors, they listed $28,500,000 in total
assets and $181,774,000 in total debts.

As of June 24, 2005, the AOLA Group employs 346 full-time workers
-- 67 in Brazil, 87 in Mexico, 146 in Argentina, 19 in the United
States and 27 in Puerto Rico.


ARVINMERITOR INC: Moody's Cuts Corporate Family Rating to Ba2
-------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating (formerly senior implied rating) and senior unsecured
ratings of ArvinMeritor, Inc. to Ba2 from Ba1.  The speculative
grade liquidity rating has been lowered to SGL-3 (adequate) from
SGL-2 (good).

The actions consider the challenging automotive production
environment the company's Light Vehicle Systems Group continues to
face and the impact to the company's liquidity profile arising
from restructuring programs and reduced, but adequate, access to
its revolving credit as a result of narrowed headroom under its
financial covenants.

However, the company's Commercial Vehicle Systems Group is
benefiting from higher levels of Class 8 truck production in North
America as well as stronger demand in Europe for medium and heavy
duty commercial vehicles.  To date the strength in CVS has not
fully offset weakness in LVS with consolidated numbers and cash
flows from continuing operations exhibiting lower debt protection
measures and higher levels of adjusted debt.  Going forward
improving CVS contributions should produce stronger consolidated
performance.  The company's revised guidance on cash flows for the
current fiscal year are negative with cash disbursements under
restructuring programs expected to continue into fiscal 2006.

However, the company has indicated its intention to complete the
sale of the North American portion of its Aftermarket business
before the end of the current fiscal year (September).  Proceeds
from that sale would replenish liquidity and potentially
facilitate a reduction in leverage.  The stable outlook reflects
the net effect of these developments with the company continuing
with an elevated level of indebtedness.

These ratings were affected:

ArvinMeritor, Inc.

   * Corporate Family (previously called Senior Implied) to Ba2
     from Ba1

   * Senior Unsecured to Ba2 from Ba1

   * Issuer rating to Ba2 from Ba1

   * Senior Unsecured shelf to (P)Ba2 from (P)Ba1

   * Speculative Grade Liquidity rating to SGL-3 from SGL-2

Arvin Capital I

   * Preferred stock to Ba3 from Ba2

Lower automotive vehicle production in North America and Europe
and higher steel costs have adversely impacted the results of the
LVS group, which has reported operating losses through the first
half of fiscal 2005.  While these losses included charges for
restructuring and the bankruptcy of a British customer, operating
results would still have only been close to a 1% operating margin.
CVS has experienced strengthening demand as cyclical recoveries in
heavy and medium duty trucks in both North America and Europe have
begun to accelerate.

However, combined with increased working capital investment, the
cash impact of restructuring actions taken to date, the net effect
has been a deterioration in profit margins, negative free cash
flow, and higher levels of adjusted debt.  The company's
restructuring actions are expected to aggregate $135 million with
$62 mm having been taken in the second fiscal quarter.  Of the
total expected charges, about $110 million will have a cash
impact, with $23 million incurred thus far.

Adjusted debt (ex-pension)/EBITDAR on a last twelve months basis
stood at 3.6 X at March 2005.  Revised cash flow guidance for the
current fiscal year indicates negative free cash flow.  Going
forward strength in CVS is more likely to offset weakness in LVS
as demand for commercial vehicles is anticipated to remain strong
into 2006.  However, current leverage statistics are elevated and
cash flow generation from operations has been poor.  As a result,
debt protection measures no longer reflect a Ba1 credit.

To date asset sales have supplemented liquidity.  The company also
anticipates the sale of the North American portion of its
Aftermarket business in the next 4 months.  Proceeds from this
transaction will improve the company's liquidity and potentially
facilitate lower levels of indebtedness.  While the downgrade
considers the challenging business environment in LVS and the
company's elevated leverage, the stable outlook anticipates
improved contributions from CVS, cost reductions from
restructuring and potential debt reduction from proceeds of asset
sales

The liquidity rating has been lowered to SGL-3 representing
adequate liquidity over the next twelve months. Lower levels of
cash flow generation have impacted the company's liquidity
profile.  At March 31, 2005 the company had approximately $99
million of cash, down from $132 million at its fiscal year-end in
September 2004.  Free cash flow from operations will be
constrained over the next 18 months as the cash portion of the
company's restructuring initiatives will reduce cash generated
from operations.  The sale of the North American portion of its
Aftermarket business should more than offset these cash uses.
Furthermore, when completed, the restructuring program is
represented to generate annual savings of between $50-$60
million/year.

The company's unsecured bank credit facility is for $900 million
and has a maturity in 2008.  The facility provides for same-day
borrowing capability for the full amount of the facility, but does
include a MAC clause at each drawing for so long as the company
does not have an investment grade rating.  The principle financial
covenants are; Net Debt/EBITDA not to exceed 3.25 times, and
(EBITDA less capex)/Interest greater than 1.50 times.  The company
has remained in compliance with these covenants, but headroom has
diminished during the course of the fiscal year.  While potential
improvements in operating results could improve the cushion over
the next year, the covenants currently limit the company's access
to less than the full amount of the facility.  There are no rating
triggers involved, but the pricing grid is driven by the company's
long-term debt ratings.  At the end of March approximately $48
million was drawn under the revolver with roughly $30 million of
letters of credit issued under its commitment.

ArvinMeritor's $250 million domestic account receivable
securitization facility has a current maturity date in September
2005.  A Euro 50 million (approx. $60 million) facility for
European receivables expired at the end of March.  The domestic
facility does have a rating trigger, but the company's ratings are
above this level (ratings must fall below Ba3 at Moody's or below
BB- at Standard & Poor's.  At March 31 the company had utilized
approximately $65 million of the commitments under the
securitization arrangement.  European subsidiaries had factored
approximately $15 million of receivables at the end of second
fiscal quarter.

Negative rating developments would arise from further erosion in
core business performance resulting in deterioration in operating
profits, adjusted leverage approaching 4 times; persistent
negative free cash flow, and EBIT/Interest below 2 times.  Factors
that would lead to positive ratings developments include:

   * adjusted leverage retreating below 3 times;
   * EBIT/Interest coverage sustained closer to 3 times; and
   * free cash flow/debt at 6% or higher.

ArvinMeritor is an $8 billion global supplier of a broad range of
integrated systems, modules and components to the motor vehicle
industry.  The company is headquartered in Troy, MI and services:

   * the light vehicle,
   * commercial truck,
   * trailer and specialty equipment manufacturers, and
   * related aftermarkets.

The company employs approximately 31,000 people at manufacturing
locations in 25 countries.


AURORA PLATINUM: Shareholders & Court Approve Plan of Arrangement
-----------------------------------------------------------------
Aurora Platinum Corp. (TSX VENTURE:ARP) and FNX Mining Company
Inc. disclosed that 83% of the holders of Aurora's common shares
voted in favor of the plan of arrangement detailing the
acquisition of the Company's assets by FNX Mining.

The Supreme Court of British Columbia approved the arrangement on
June 22, 2005.  The transaction is expected to close as of July 1,
2005 and is subject to customary closing conditions.

As the share exchange ratio has now been set at approximately
0.1918 common shares of FNX for each common share of Aurora, on
completion of the transaction, FNX will issue approximately
4,270,803 common shares to acquire all of the 22,266,414 issued
and outstanding shares of Aurora.  Aurora shareholders will
receive a letter of transmittal providing instructions on how to
exchange their shares pursuant to the arrangement.

FNX has agreed to transfer to Dynatec Corporation an indirect 50%
interest in Aurora immediately following the acquisition in
exchange for 7,716,594 common shares of Dynatec and $12,246,528 in
cash.


BANC OF AMERICA: S&P Lifts Rating on Classes SB-D & SB-E Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of Banc of America Commercial Mortgage Inc.'s commercial
mortgage pass-through certificates from series 2003-1 to 'AAA'.

The rating actions follow the full defeasance on June 23, 2005, of
the $129 million first mortgage loan secured by an office building
located at 1334 York Avenue, New York, New York, also known as the
Sotheby's Building (the SB loan).  Each of the upgraded classes is
backed solely by the subordinate component of the SB loan.

The real estate collateral securing the loan has been replaced
with defeasance collateral consisting of a Freddie Mac step
medium-term note.  The defeasance collateral will provide a
revenue stream sufficient to pay each scheduled principal and
interest payment when due on the mortgage note through its March
2013 maturity date.

                          Ratings Raised

              Banc of America Commercial Mortgage Inc.
       Commercial mortgage pass-through certs series 2003-1

                                 Rating
                                 ------
                     Class     To      From
                     -----     --      ----
                     SB-A      AAA     BBB+
                     SB-B      AAA     BBB
                     SB-C      AAA     BBB-
                     SB-D      AAA     BB+
                     SB-E      AAA     BB


BEAR STEARNS: Fitch Puts 6 Cert. Classes on Rating Watch Negative
-----------------------------------------------------------------
Fitch Ratings places these classes of Bear Stearns Commercial
Mortgage Securities, Inc. series 2001-Top 2 Trust Fund on Rating
Watch Negative (RWN):

    -- $16.4 million class G 'BB+';
    -- $6.3 million class H 'BB';
    -- $7.5 million class J 'BB-';
    -- $3.8 million class K 'B+';
    -- $5 million class L 'B';
    -- $2.5 million class M 'B-';

Class N is not rated by Fitch.

The classes have been placed on RWN due to litigation between GMAC
Commercial Mortgage Corporation and the borrower of a loan in the
trust.  The dispute arose when the borrower, after leasing a
portion of the space, requested the return of a lease termination
fee.  GMACCM, the special servicer, refused the release.  The
litigation went to jury trial and a verdict was rendered in favor
of the borrower.  The Jan. 25, 2005 verdict awarded the borrower
$7.8 million for breach of contract as well as $33 million in
punitive damages for committing conversion.

In June of 2005 the court issued a Statement of Decision and
Notice of Judgment affirming its ruling in favor of the borrower
and award of punitive damages.  There is uncertainty as to whether
the trust would be responsible for the payment of the punitive
damages.

GMACCM is continuing to pursue all legal remedies including an
appeal of the judgment.

Classes G through N are currently not receiving interest due to
the recovery of legal expenses by the master and special
servicers.  Accrued legal expenses through June 2005 are $896,000,
which will be reimbursed over the next several months.  Ongoing
expenses are expected as litigation continues, averaging an
additional $125,000/month for the foreseeable future.

Fitch continues to closely monitor the litigation, and its impact
on the certificates.


BUEHLER FOODS: Committee Taps Frost Brown as Counsel
----------------------------------------------------
The Official Committee of Unsecured Creditors of Buehler Foods,
Inc., and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Southern District of Indiana, Evansville Division, for
authority to retain Frost Brown Todd LLC as co-counsel to its lead
counsel, Otterbourg, Steindler, Houston & Rosen, P.C.

Frost Brown is expected to:

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

   b) provide assistance in the Committee's investigation of the
      acts, conduct, assets, liabilities and financial condition
      of the Debtors, the operation of the Debtors' businesses and
      desirability of the continuance of the businesses, and any
      other matters relevant to the cases or to the negotiation
      and formulation of a chapter 11 plan;

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

   d) advise the Committee with respect to the Debtors'
      formulation of a plan, prosecute claims against third
      parties and any other matters relevant to the case or
      formulation of a chapter 11 plan;

   e) provide assistance, advice and representation, with respect
      to the employment of a trustee or examiner;

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

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

Edward M. King, Esq., a member at Frost Brown, discloses his
Firm's professionals current hourly billing rates:

              Designation            Rate
              -----------            ----
              Members            $265 - $325
              Associates         $175 - $230
              Paralegals         $115 - 125

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

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


CATHOLIC CHURCH: Spokane Tort Panel Wants Bar Date Notice Revised
-----------------------------------------------------------------
As previously reported, the Spokane Diocese asked Judge Williams
to set the bar date for filing non-governmental proofs of claim at
90 days after the Court approves the request or at another date
that the Court determines to be appropriate under the
circumstances.

                           Responses

A. Spokane Insurers

General Insurance Company of America and ACE Property & Casualty
Insurance Company remind the U.S. Bankruptcy Court for the
Eastern District of Washington that the overriding goal of the
Bankruptcy Code is to deal with any and all claims in the
bankruptcy case while providing a fresh start for the debtor.
Excusing the Causal Link Claimants from filing a proof of claim
will thwart this goal because the Diocese of Spokane will not be
able to quantify or value their claims in order to resolve them.
Casual Link Claimants are aware of the Diocese's allegedly
wrongful conduct and are capable of understanding and protecting
their legal rights.

The Spokane Insurers, hence, support the Diocese's request and
submit that it is absolutely appropriate under the circumstances
of the case for Causal Link Claimants to be required to file
proofs of claim pursuant to the procedures outlined, or in the
alternative, to file "registration" forms at the very least, so
that the Diocese can deal with the claims and achieve a fresh
start.

B. Tort Committee

On behalf of the Tort Claimants Committee, Joseph E. Shickich,
Jr., Esq., at Riddell Williams P.S., in Seattle, Washington,
asserts that the Published Notice, the Sexual Abuse Proof of
Claim, the Claims Bar Date Notice, and the Media Notice Program
should be revised.

The Tort Committee believes that Spokane's proposed Published
Notice is inadequate because it describes sexual abuse in vague
and general terms.  According to Mr. Shickich, victims of sexual
abuse often do not connect, or repress, the fact that they were
sexually abused or that the conduct to which they have been
subjected constitutes sexual abuse.  The more concrete and
specific the description, the more likely it is that the victim
will recall the sexual abuse or realize that the conduct to which
he or she has been subjected constitutes sexual abuse.

Mr. Shickich tells Judge Williams that:

   (a) the proposed Published Notice does not inform victims of
       the availability of counseling, and does not assure
       confidentiality.  It lumps sexual abuse with general
       creditor claims, all of which would discourage victims
       from filing proofs of claim; and

   (b) the proposed Sexual Abuse Proof of Claim requires detailed
       personal information not required by the general proof of
       claim and would discourage victims from filing proofs of
       claim.  It also does not adequately assure victims that
       their claims will be kept confidential, does not make
       clear that any confidentiality will be lost if it is filed
       with the court, and does not adequately describe the types
       of sexual abuse covered by the form.  It provides that the
       Diocese's Claims Agent must actually receive the Proof of
       Claim by the Bar Date, instead of determining timeliness
       by the postmark date.

Spokane's proposal that the information that the victims confide
in independent counselors should be confidential only if the
victim does not file a claim by the Bar Date and later files a
claim, would discourage victims from using the counselors, Mr.
Shickich says.  Information that victims confide in independent
counselors should be confidential and not be given to Spokane, its
insurers or anyone else under any circumstances.

The Tort Committee insists that the Claims Bar Date Notice should
include information about the confidentiality of victims' Proofs
of Claim.  Only redacted claims should be available to Spokane's
insurers, the Tort Committee and the Tort Litigants' Committee,
and the Future Claims Representative, and their counsel.

The Tort Committee wants the Claims Bar Date Notice revised to:

   (i) specifically describe sexual abuse;

  (ii) be applicable only to Sexual Abuse Claims;

(iii) specifically name the Priests and others known to have
       abused victims;

  (iv) make related and conforming changes; and

   (v) remove argumentative provisions, which argue Spokane's
       theory of the case.

The Notice should also warn victims to consult with counsel before
filing a Proof of Claim if it includes information about the time
the victim recalled the abuse or last suffered injury from the
abuse, and should give victims who are not represented information
about qualified attorneys who will provide an initial free
consultation about their claims.

Contrary to Spokane's unsupported assertion that victims who have
not yet been identified all live in Washington, Idaho and Oregon,
Mr. Shickich notes that approximately 31.2% of persons moving from
the counties comprising the Spokane Diocese between 1995 and 2000
moved to destinations other than Washington, Oregon and Idaho.
Mr. Shickich contends that these persons will not be reached by
Spokane's Media Notice Program unless publication is required
outside Washington, Oregon and Idaho.  Additional publication also
should be required in Western Washington, Idaho, Oregon and
nationally.

The Tort Committee further asserts that:

   -- Spokane's proposed unilateral press releases and public
      service announcements must first be approved by the
      Committees and the Future Claims Representative, or by the
      Court.  Copies of the Claims Bar Date Notice and the Sexual
      Abuse Proof of Claim should be available in each Church and
      Chapel in the Spokane Diocese, and their location in the
      Church and Chapel and the Bar Date should be announced at
      each weekend Mass until the Bar Date;

   -- Since sexual abuse victims often have developed coping
      mechanisms that make it difficult for them to confront the
      connection between their abuse and their damages, these
      victims should be given at least 120 days, not 90 days as
      proposed, to come forward with their claims;

   -- The Diocese has not have given attorneys for tort litigants
      clear notice of its proposal that these attorneys be
      required to receive and forward the bar notice to their
      clients.  Spokane should give a supplemental notice and an
      opportunity to object to these attorneys; and

   -- The Diocese's insurers are seeking a determination that the
      Causal Link Claimants hold "claims" as defined under
      Section 101(5) of the Bankruptcy Code without adequate
      notice and an opportunity to develop a factual record and
      fully brief the issue.  Whether or not Causal Link
      Claimants hold claims, the Future Claims Representative
      should be permitted to file proofs of claim for those who
      do not file their own.

C. Tort Litigants Committee

The Committee of Tort Litigants recognizes that the Causal Link
Claimants cannot prosecute or defend their claims at this time
because, by definition, they do not make the causal link, which
would be prima facie part of their claim.  However, the Tort
Litigants Committee believes that the estate will be served by
obtaining as much information about holders of Causal Link
Claims.  James Stang, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub PC, in Los Angeles, California, points out that
information relating to the number of claimants, the abuse they
suffered and the consequences of that abuse is important for all
parties-in-interest so that a plan of reorganization can be
negotiated that is based on as much factual information as
possible and as little speculation as is otherwise necessary in
evaluation of repressed memory or minors' claims.

Thus, while the Tort Litigants does not object to the Future
Claims Representative filing claims on behalf of the Casual Link
Claimants, the Tort litigants believe that the forms of notice
should not discourage individual Causal Link Claimants from filing
their own proof of claim.

Mr. Stang asserts that proof of claim must be made available to
the Tort Committee and the Tort Claimants Committee, the
Committees' counsel and the attorneys for the Committee members.
Since the Committees and the Future Claims Representative have a
right to object to proofs of claim, any purported justification of
the confidentiality based on privacy concerns goes right out the
window.

The members of the Tort Litigants Committee's access to the claims
is an important part of the evaluation process, Mr. Stang says.
The Committee members are part of the Spokane survivors community
and their personal experience and relationships enable them to
evaluate aspects of the claims.

The Tort Litigants further assert that survivors should be given
the opportunity to describe their experiences in their own words
in the context of possibly not being subjected to intimidation and
hostility.

The Tort Litigants also contend that the existence of the attorney
client relationship is confidential until the client elects to
disclose that relationship.  Spokane's procedure violates that
confidentiality and should not be approved.

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)


CELESTICA INC: Completes $250 Million Sale of 7.625% Sr. Sub. Debt
------------------------------------------------------------------
Celestica Inc. (NYSE, TSX: CLS) completed its previously announced
sale of $250 million aggregate principal amount of 7.625% senior
subordinated notes due 2013.

The net proceeds of the offering of the senior subordinated notes
are currently anticipated to be used for the repurchase of Liquid
Yield Option Notes, or LYONs.

Banc of America Securities LLC, Citigroup Global Markets Inc. and
Deutsche Bank Securities Inc. acted as joint book-running managers
for Celestica's notes offering.

Celestica, Inc. -- http://www.celestica.com/-- is a world leader
in the delivery of innovative electronics manufacturing services
-- EMS.  Celestica operates a highly sophisticated global
manufacturing network with operations in Asia, Europe and the
Americas, providing a broad range of integrated services and
solutions to leading OEMs (original equipment manufacturers).
Celestica's expertise in quality, technology and supply chain
management, enables the company to provide competitive advantage
to its customers by improving time-to-market, scalability and
manufacturing efficiency.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 8, 2005,
Moody's Investors Service has lowered the credit ratings of
Celestica Inc., concluding the review that was initiated on
December 10, 2004.  Specifically, the senior implied rating was
lowered to Ba3 from Ba2, the senior unsecured issuer rating was
lowered to B1 from Ba3 and the subordinated notes' senior
subordinated and LYONS, rating was lowered to B2 from Ba3.  The
SGL-1 liquidity rating was affirmed.  Moody's says the rating
outlook is stable.


CENTURY/ML: Asks Court to Approve San Juan Bid Protections
----------------------------------------------------------
As previously reported, Century/ML Cable Venture sought the U.S.
Bankruptcy Court for the Southern District of New York's authority
to file under seal a motion seeking an order approving an expense
reimbursement and break-up fee for a certain buyer and approving
certain terms of an Interest Acquisition Agreement in connection
with the sale of its business.

Now unsealed, the motion specifies that Century/ML seeks the
Court's approval of an expense reimbursement, a break-up fee and
certain exclusivity provisions with San Juan Cable, LLC, for the
sale of Century/ML's cable business, and that of its wholly-owned
subsidiary, Century/ML Cable Corporation.

Richard S. Toder, Esq., at Morgan Lewis & Bockius LLP, in New
York, relates that Century/ML, through its partners, Century
Communications Corporation and ML Media Partners, L.P., has
undertaken efforts to sell the cable businesses.  After
protracted efforts to locate a buyer, the Century Entities
entered into discussions with San Juan Cable, which led to the
negotiation of a letter of intent dated January 19, 2005, and a
term sheet encompassing the terms of a proposed transaction among
the parties.

The Court previously authorized Century/ML to pay San Juan
Cable's expenses related to the Proposed Transaction pursuant to
a certain reimbursement agreement dated January 19, 2005, as
amended and restated.

The parties' continued negotiations resulted in the execution of
the Interest Acquisition Agreement, by and among the Century
Entities and San Juan Cable.  The Agreement provides for the
purchase by San Juan of the joint venture interests in Century/ML
pursuant to a Plan of Reorganization to be filed by Century/ML.
As a result of the sale and purchase, Century/ML will, by
operation of law, be liquidated into San Juan.  Immediately
thereafter, San Juan will cause Cable Corp. to be merged into San
Juan, with San Juan as the surviving entity in the merger.  The
purchase price for the transaction is around $520 million in
cash, subject to certain adjustments.

An integral part of the Interest Acquisition Agreement is
Century/ML's payment to San Juan of an expense reimbursement and
a Break-Up Fee.

At Century/ML's request, Judge Gerber approves the proposed
expense reimbursement, Break-Up Fee and certain exclusivity
provisions with San Juan Cable.

                        Expense Reimbursement

The terms of the Expense Reimbursement provides that Century will
reimburse San Juan Cable for all of its reasonable out-of-pocket
expenses incurred in connection with the Interest Acquisition
Agreement, up to $6,000,000 in same-day funds, if the Agreement
is terminated:

    A. by either of the Century Entities or San Juan, if the
       Closing has not taken place on or before the Termination
       Date (December 31, 2005, or under certain circumstances,
       January 31, 2006) other than by reason of a material breach
       or default of any of the covenants or agreements contained
       in the Agreement:

          (i) by either of the Century Entities, if one of them is
              seeking to terminate; or

         (ii) by San Juan, if it is seeking to terminate (but
              in either case only if (x) San Juan has satisfied
              all conditions to closing and (y) the failure of the
              closing to occur on or before the Termination Date
              is the result of a willful breach by either of the
              Century Entities);

    B. (i) by San Juan, at any time, if the representations and
           warranties of the Century Entities are not true and
           correct and remain uncured after 30 days after notice,
           and the failure to be true and correct is willful,
           provided that San Juan is not then in material default
           of any of its covenants, agreements, representations or
           warranties under the Agreement; or

      (ii) by San Juan, at any time, if the Century Entities are
           in material and willful breach or default of any of
           their covenants, agreements or obligations under the
           Agreement, which remain uncured after 30 days after
           notice, provided that San Juan is not then in material
           breach or default of any of its covenants, agreements,
           representations or warranties;

    C. (i) by San Juan, on or after 30 days from the date of the
           Agreement, if an order has not been entered by the
           Court approving the Agreement;

      (ii) by San Juan or either of the Century Entities, if a
           Confirmation Order is not entered by September 9, 2005
           (or by September 30, 2005, if there are objections to
           the Confirmation Order);

     (iii) by San Juan, if Century/ML or Century:

              -- notifies San Juan of its intention to exercise
                 rights with respect to an Acquisition Proposal;
                 and

              -- has not notified San Juan within 20 days of the
                 delivery of a notice that it has determined not
                 to pursue, and has ceased all discussions and
                 negotiations concerning, the Acquisition
                 Proposal;

      (iv) by the parties, if Century/ML and Century obtain the
           Court's approval of any Alternate Transaction;

       (v) by San Juan, if:

              -- certain conditions relating to the minimum
                 customer numbers or the minimum Operating Cash
                 Flow is not satisfied; or

              -- the Century Entities have not delivered certain
                 financial statements and related documents
                 pursuant to the terms of the Agreement; or

              -- any condition set forth in the Agreement with
                 respect to the Audited Financials or the Draft
                 2004 Financials is not satisfied;

      (vi) by the Century Entities, if:

              -- a hurricane or other force majeure event occurs
                 after the date of the Agreement;

              -- the actual expense to Century/ML and Cable Corp.
                 to repair the damage caused to the Systems
                 exceeds $500,000; and

              -- San Juan or its lenders do not consent to an
                 adjustment to Operating Cash Flow in the full
                 amount of the expenses;

     (vii) by the Century Entities, if:

              -- the reductions of the Purchase Price made on the
                 Closing Date result in more than a $20 million
                 reduction of the Purchase Price; and

              -- San Juan has not agreed to limit the reduction of
                 the Purchase Price to $20 million; or

    (viii) by the parties, if any governmental authority that must
           grant a material consent has denied approval of the
           transactions and the denial has become final and
           nonappealable, or any Governmental Authority of
           competent jurisdiction will have entered a final and
           nonappealable order permanently enjoining or otherwise
           prohibiting consummation of the transactions.

                            Break-Up Fee

In the event that the Interest Acquisition Agreement is
terminated as a result of the Termination Events in Sections A,
B, C(ii) or C(viii), then, in addition to the Expense
Reimbursement, if within 12 months of the termination the Century
Entities consummate the transactions contemplated by any
Acquisition Proposal (or, if the Chapter 11 Case has not been
finally concluded within the 12-month period, obtain an order of
the Court authorizing the transactions contemplated by any
Acquisition Proposal), Century/ML and Century, will pay San Juan
a $15,600,000 Break-Up Fee less the amount of the Expense
Reimbursement.

In the event that the Interest Acquisition Agreement is
terminated as a result of the Termination Events in Section
C(iii) or C(iv), then, in addition to the Expense Reimbursement:

    1. Century will pay San Juan 50% of the Break-Up Fee, in same-
       day funds, on the day the transactions contemplated by an
       Alternative Agreement are consummated; and

    2. if, within 12 months of the termination, ML Media sells its
       joint venture interest in the Cable Venture to a person,
       other than San Juan or its affiliates, at a price greater
       than or equal to the price at which Century sold its joint
       venture interest pursuant to the Alternative Agreement, ML
       Media will pay San Juan 50% of the Break-Up Fee, in same-
       day funds, on the day it consummates the sale.

                   Exclusivity and Fiduciary Out

Under the Court-approved Exclusivity Provisions, the Century
Entities will not take any action, or permit any of their
affiliates, officers, directors and agents to take any action,
with respect to an alternative transaction.  On the execution and
delivery of the Interest Acquisition Agreement, the Century
Entities will cease any activities with respect to any
alternative transaction.

In the event that an unsolicited, bona fide, written Superior
Proposal is received prior to entry of the Confirmation Order of
a plan, then Century will not be prohibited from taking those
actions set forth in the Acquisition Agreement with respect to
the proposal, subject to certain provisions, including, but not
limited to, giving notice and "matching rights" to the Buyer.

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)


CITYSCAPE HOME: S&P Holds Ratings on 1997-1 Class M-2 Certs. at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 70
classes of certificates from 18 second-lien high combined loan-to-
value transactions.  The certificates were issued by Cityscape
Home Loan Owner Trust, Empire Funding Home Loan Owner Trust, and
FirstPlus Home Loan Owner Trust.

The affirmed ratings reflect the following:

    -- Levels of credit support are sufficient to maintain the
       current ratings;

    -- The transactions are past the peak years on their
       respective loss curves;

    -- The majority of the transactions have paid down to less
       than 5% of their original pool balances; and

    -- The majority of the securitizations have at least seven
       years of seasoning.

As of the May 2005 remittance date, the four Cityscape Home Loan
Owner Trust transactions had delinquencies ranging between 11.71%
(series 1997-3) and 14.18% (1997-4).  Cumulative realized losses
ranged between 14.66% (1997-4) and 18.83% (1997-1).

The eight Empire Funding Home Loan Owner Trust transactions had
delinquencies ranging between 7.49% (1997-3) and 14.20% (1997-4).
Cumulative realized losses ranged between 8.45% (1999-1) and
17.14% (1997-1).

The six FirstPlus Home Loan Owner Trust transactions had
delinquencies ranging between 8.52% (1997-2) and 10.70% (1998-1).
Cumulative realized losses ranged between 9.81% (1998-5) and
11.58% (1997-2).

Credit support for the transactions is provided by a combination
of subordination, excess interest, and overcollateralization.

The collateral backing these transactions originally consisted of
loans originated for the purpose of debt consolidation, home
improvement, or other reasons not specified by the borrower, with
CLTV ratios in excess of 100%.

                          Ratings Affirmed

                   Cityscape Home Loan Owner Trust

              Series                Class         Rating
              ------                -----         ------
              1997-1                A-4           AAA
              1997-1                M-1           AA
              1997-1                M-2           B
              1997-2                A-5, A-6      AAA
              1997-2                M-1           AA
              1997-2                M-2           BBB
              1997-3                A-5, A-6      AAA
              1997-3                M-1           AA+
              1997-3                M-2           A
              1997-4                A-4, A-5      AAA
              1997-4                M-1           AA+
              1997-4                M-2           A-

                 Empire Funding Home Loan Owner Trust

              Series                Class         Rating
              ------                -----         ------
              1997-1                A-4, A-5      AAA
              1997-1                M-1           AA
              1997-1                M-2           BBB-
              1997-2                A-5, A-6      AAA
              1997-2                M-1           AA+
              1997-2                M-2           BBB
              1997-3                A-7           AAA
              1997-3                M-1           AA+
              1997-3                M-2           A
              1997-3                B-1           BBB
              1997-4                A-5           AAA
              1997-4                M-1           AA
              1997-4                M-2           A
              1997-4                B-1           BB
              1997-5                A-4           AAA
              1997-5                M-1           AA
              1997-5                M-2           A
              1997-5                B-1           BBB
              1997-A                A-3           AAA
              1997-A                M-1           AA
              1997-A                M-2           BBB-
              1997-A                B             B
              1998-2                A-5, A-6      AAA
              1998-2                M-1           AA+
              1998-2                M-2           A
              1998-2                B-1           BBB-
              1999-1                A-5           AAA
              1999-1                M-1           AA
              1999-1                M-2           A
              1999-1                B-1           BBB-

                  FirstPlus Home Loan Owner Trust

              Series              Class          Rating
              ------              -----          ------
              1997-2              A-9            AAA
              1997-2              M-1            AA
              1997-2              M-2            A
              1997-2              B-1            BBB
              1997-3              A-8            AAA
              1997-3              M-1            AA
              1997-3              M-2            A
              1997-3              B-1            BBB
              1997-4              A-8            AAA
              1997-4              M-1            AA
              1997-4              M-2            A
              1998-1              A-8            AAA
              1998-1              M-1            AA
              1998-1              M-2            A
              1998-4              A-8            AAA
              1998-4              M-1            AA+
              1998-4              M-2            A
              1998-4              B-1            BBB-
              1998-5              A-9            AAA
              1998-5              M-1            AA
              1998-5              M-2            A
              1998-5              B-1            BBB-


CONGOLEUM CORP: Court Approves Third Amendment to DIP Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
the third amendment to Congoleum Corporation and its debtor-
affiliates' debtor-in-possession credit agreement with
Congress Financial Corporation nka Wachovia Bank, National
Association.

The third amendment to the DIP financing extends the maturity of
the loan to December 31, 2005.

Moreover, the Debtors will pay the lenders a $125,000 amendment
fee.  The amended loan agreement allocates the closing fee to be
reduced by the amount of the amendment fee.

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


CONTECH CONSTRUCTION: Moody's Rates $450M Credit Facilities at Ba3
------------------------------------------------------------------
Moody's Investors Service rated CONTECH Construction Products
Inc.'s $450 million senior secured credit facilities Ba3.  The
affirmation of the rating considers:

   * the company's strong operating performance;

   * competitive market position; and

   * the expectation for continued strong demand in the company's
     end markets.

The affirmation also considers the company's high debt balances,
and generally weak balance sheet.

These ratings have been affirmed:

   * $125 million senior secured revolver, due 2009, rated Ba3;

   * $325 million senior secured term loan B, due 2010, rated Ba3;

   * Corporate Family Rating (previously called the Senior Implied
     rating), rated Ba3;

   * Senior Unsecured Issuer, rated B1.

The ratings outlook remains stable.

CONTECH is increasing the size of its senior secured term loan B
to $325 million from $225 million in part to fund the acquisition
of Con/Span Bridge Systems, Ltd. and Bridge Technologies, LLC
(collectively known as ConSpan/Bridge Tek).  The proceeds will
also be used to refinance existing revolver debt.  ConSpan/Bridge
Tek are market leaders in modular pre-cast bridge system design.
The acquisition is meant to further develop CONTECH's market
position in the bridge construction market and expand its product
offerings.

The ratings benefit from CONTECH's strong position in the
manufacturing and distribution of specialty construction products
to the civil engineering infrastructure sector of the heavy
construction industry.  The company's revenue is generated from
the highway, residential and commercial construction markets.
Given the robust growth in residential and commercial markets and
significant highway spending, CONTECH has been successful in
increasing its revenue margins.  In addition, the company has been
able to pass through substantially all of the price increases in
raw materials to buyers.

The ratings are constrained by significant leverage and decline in
free cash flows.  The company's total debt to EBITDA coverage
ratio has increased to 3.7 times from 0.9 times on June 30, 2004.
Due to the acquisition of ConSpan/Bridge Tek, its free cash flow
to total debt has decreased significantly.  For the 11 months
ended on May 31, 2005, the company's free cash flow to total debt
had decreased to 10% from 46% on June 30, 2004.  Given the
company's acquisition track record, Moody's expects the company's
growth to continue to be driven by acquisitions, further
increasing the company's leverage.  The company has modified its
financial covenants to allow for larger acquisitions.

Currently, the covenants on the company's credit facility include
the largest allowable acquisition limit of $50 million and there
is a sequential four quarter limit of $100 million.  In addition,
the covenants require that any acquired company must have had
positive EBITDA for the last 12 months, and that there must be at
least $15 million available on the company's revolver post an
acquisition.  The company's total debt to capitalization ratio
increased to 94% (before the acquisition) from 28% in 2004.  The
increase reflects the recent $175 million dividend distribution to
the company's shareholders.  The dividend payment decreased
shareholder equity to $16 million on May 31, 2005 from $160
million on June 30, 2004.

The company's stable outlook reflects expected strong demand for
company's products and slightly improving margins.  However,
CONTECH's performance is expected to be closely tied to general
economic conditions.  Approximately 60% of company's revenues are
generated from private commercial and residential markets and 40%
of revenues are attributable to its highway construction business.
Hence, weakening economic conditions or reduction in highway
spending could adversely affect the company's ratings.  Moody's
also notes that CONTECH's high leverage is partially the result of
a $175 million dividend payment at the end of last year.

Furthermore, the company's healthy appetite for debt financed
acquisitions signifies the likelihood of more acquisitions to come
which could lead to an increase in leverage.  The company is
weakly positioned in its rating category and an upgrade in the
rating would take a significant improvement in the company's
equity base.  The outlook or ratings may improve if the company's
balance sheet is strengthened significantly and its free cash flow
to total debt is anticipated to be over 15% on a sustainable
basis.

Headquartered in Middletown, Ohio, CONTECH manufacture and market
corrugated steel and plastic pipe and fabricated products for use
in:

   * highway,
   * residential, and
   * commercial construction.


CONTINENTAL AIRLINES: Seeks Mediation With Flight Attendants Union
------------------------------------------------------------------
Continental Airlines (NYSE: CAL) applied to the National Mediation
Board for the immediate appointment of a federal mediator to
assist the company in reaching an agreement for pay and benefit
reductions with its flight attendants, represented by the
International Association of Machinists.

Under the Railway Labor Act, either party may apply for mediation
if an agreement is not reached through direct negotiations.

"All of us work on the same team," said Larry Kellner, chairman
and chief executive officer of Continental Airlines.  "Bringing in
a federal mediator is the next step in the process of reaching an
agreement that's fair to the company, fair to the flight
attendants, and fair to all co-workers.  It's important that our
flight attendants join the rest of our co-workers in participating
in pay and benefit reductions.  Their share of the reductions
remains necessary to help ensure our survival and success."

Continental intends to work with the federal mediator to move the
process along quickly.  Continental Airlines said that it needs
these savings as soon as possible, and flight attendants need to
join their co-workers who have already taken their pay and benefit
reductions.

"We want to conclude our flight attendant negotiations with an
agreement that's fair to the flight attendants, fair to the
company, and fair to our co- workers who have already provided the
reductions that enabled us to pursue our growth plan," the Company
said in its employee bulletin.  "The federal mediation process
will enable us to do this."

Continental Airlines -- http://continental.com/-- is the world's
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points via codeshare partner
airlines.  With 42,000 mainline employees, the airline has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  FORTUNE ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  FORTUNE also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services lowered its ratings on selected
enhanced equipment trust certificates (EETCs) of Continental
Airlines Inc. (B/Negative/B-3) as part of an industrywide review
of aircraft-backed debt.  Those and EETC ratings that were
affirmed were removed from CreditWatch, where they were placed
with negative implications Feb. 24, 2005.

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

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Standard & Poor's Ratings Services placed its single-B ratings on
Continental Airlines Inc. equipment trust certificates and
enhanced equipment trust certificates on CreditWatch with negative
implications.  S&P's rating action does not affect issues that are
supported by bond insurance policies.

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


CONTRACTOR TECH: Court Denies Retention of Travis Law as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
denied Contractor Technology, Ltd.'s request to retain Travis Law
Firm as its counsel.

On June 8, 2005, the Debtor filed a motion to employ James T.
McMillen, Esq., at Travis Law, as its attorney during its chapter
11 case.

The Court discovered that Travis Law failed to inform the Debtor
of its rights and obligations while in chapter 11.  As a result,
the Debtor:

   a) failed to seek appropriate relief for what it later claimed
      as critical payroll obligations;

   b) failed to seek immediate authority to use its cash
      collateral;

   c) allowed $1,950,000 of cash to be paid on prepetition
      checks;

   d) voluntarily wrote $170,000 of checks postpetition for
      prepetition obligations;

   e) has not engaged in meaningful dialogue with its creditors
      except when ordered to do so by the Court.  The Code
      contemplates that debtors will work with creditors to
      provide adequate protection for use of cash collateral.
      Rather than working with its creditors, the Debtor
      generally ignored the problem.  The result has been that the
      Court has been required to hear contested cash collateral
      motions on two separate occasions and on both occasions
      denied the Debtor the right to use cash collateral;

   f) failed to file meaningful responses to motions for relief
      from the automatic stay;

   g) failed to file its schedules and statements;

   h) failed to comply with the Court's oral and written
      direction to immediately retain a financial advisor;

   i) has consistently failed to produce meaningful financial
      reports to the Court; and

   j) failed to provide creditors with reports as required under
      agreed cash collateral orders.  Based on the testimony from
      previous hearings, it appears that the Debtor was unaware of
      either the necessity or the importance of its reporting
      obligations.

The Court concludes that the Debtor must immediately retain
another counsel.

Headquartered in Houston, Texas, Contractor Technology, Ltd.
-- http://www.ctitexas.com/-- is a producer of recycled concrete
and asphalt. The Company filed for chapter 11 protection on
May 13, 2005 (Bankr. S.D. Tex. Case No. 05-37623).  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


COVANTA ENERGY: Taps Struble Ragno as Ordinary Course Professional
------------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates propose to
employ Struble Ragno Petrie MacMahon & Cotroneo, P.C., as an
ordinary course professional.

Vincent E. Lazar, Esq., at Jenner & Block LLP, in Chicago,
Illinois, informs the U.S. Bankruptcy Court for the Southern
District of New York that Struble Ragno will represent the Debtors
as special counsel in the arbitration for Covanta v. Oxford
Township, Arb No. (950)16641-CJH.

Unless objections are filed and received on or before July 5,
2005, Struble Ragno's retention will be deemed approved by the
Court, nunc pro tunc to June 21, 2005.

Struble Ragno will be compensated on an hourly basis at $250 to
$300 per hour.

Joseph V. MacMahon, a partner at Struble Ragno, assures the Court
that the Firm does not perform services for any person in
connection with the Debtors' bankruptcy.  Struble Ragno does not
have any relationship with any parties-in-interest that would be
adverse to the Debtors or their estates.

The Debtors do not owe Struble Ragno any fee for prepetition
services.  None of the Firm's professionals has agreed to share or
will share any portion of the compensation to be received from the
Debtors with any other person other than the principals and
regular employees of the Firm.

Mr. MacMahon explains that Struble Ragno is conducting further
inquiries regarding its retention by any of the Debtors'
creditors, and will notify the Debtors once it discovers any facts
bearing on the matters regarding its employment.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 80;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CYPRESS COMMS: Expects FCC Nod on Arcapita Merger Before July
-------------------------------------------------------------
Cypress Communications Holding Co., Inc. (OTCBB: CYHI) anticipates
that the Federal Communications Commission will approve the
transfer of control of Cypress to an affiliate of Arcapita, Inc.
by the end of June 2005.

The previously announced federal regulatory review of the pending
acquisition of Cypress by an affiliate of Arcapita Inc. has been
concluded and the parties have filed with the FCC a petition to
grant approval for the license transfer.  All state regulatory
approvals also have been received except one, which should be
forthcoming next week.  Accordingly, closing of the transaction is
now expected to occur promptly following receipt of FCC approval.

"I am very pleased with the efforts that have been demonstrated by
all the parties working closely with the regulatory agencies to
reach this agreement that will permit the FCC to grant the
transfer of the license," said Gregory P. McGraw, President and
Chief Executive Officer of Cypress.

                     Arcapita Inc. Merger

On November 5, 2004, Cypress reported that its Board of Directors
approved a definitive Agreement and Plan of Merger with an
affiliate of Arcapita, Inc. (formerly Crescent Capital
Investments, Inc.).  On March 15, 2005, the stockholders of
Cypress approved the Agreement and Plan of Merger.

The value of the transaction is approximately $40.3 million, with
potential adjustments upwards or downwards, based on the
achievement of certain conditions pertaining to changes in certain
current assets and liabilities between the effective date of the
Merger Agreement and closing date of the transaction.  The Merger
Agreement provides that the merger consideration will first be
used to repay outstanding indebtedness.  The remaining
consideration, after transaction expenses, will be distributed to
stockholders, with an estimated price per share of $1.70, subject
to final merger consideration adjustments (The $1.70 per share
cash consideration is estimated by Cypress Holding as of March 31,
2005 and is subject to adjustment upwards or downwards pursuant to
the merger agreement).

Arcapita -- http://arcapita.com/-- is a global investment group
with offices in Atlanta, London, and Bahrain.  Arcapita's main
lines of business include corporate investment (private equity),
real estate investment and asset-based investment.  Arcapita's
corporate investment business was founded in 1997 and operates out
of Atlanta and London. Since 1998, Arcapita's corporate investment
professionals have arranged for the investment of more than
$1 billion in 17 completed or pending transactions with an
aggregate enterprise value of over $2 billion.  Until March 15,
2005, Arcapita's U.S. business was conducted as Crescent Capital
Investments.

Cypress Communications (OTCBB: CYHI) -- http://www.cypresscom.net/
-- is the preferred communication solution provider in more than
1,300 commercial office buildings in 25 major metropolitan U.S.
markets.  Each day, Cypress uses its fiber optic and copper
broadband infrastructure to connect more than 100,000 employees
for over 8,000 small- and medium-sized businesses in commercial
office buildings.  As a single-source provider of communication
solutions, Cypress supplies advanced digital and IP phone service,
unlimited local and long distance calling, business-class Internet
connectivity, firewalls, security and VPN solutions, audio/web
conferencing and business television solutions.  The Cypress EZ
Office(sm) product suite provides a premium bundled solution with
one number to call for support, one simple bill and the highest
level of service available.  Cypress Communications Holding
Company, Inc., is headquartered in Atlanta, Georgia.

                        *      *      *

As reported in the Troubled Company Reporter on Apr. 19, 2005,
Deloitte & Touche LLP, Cypress Communications' auditors, expressed
substantial doubt about the Company's ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal year ended Dec. 31, 2004.  The Company said its
recurring losses and its unfavorable working capital and uncertain
liquidity position triggered Deloitte's going concern opinion.


DALLAS AEROSPACE: Ch. 7 Trustee Taps Stuart Jackson as Counsel
--------------------------------------------------------------
Scott M. Seidel, the Chapter 7 Trustee for the estate of Dallas
Aerospace, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Texas, for permission to employ Stuart A. Jackson,
Esq., as his special counsel, nunc pro tunc to April 5, 2005.

Mr. Jackson will serve as the Trustee's counsel on his appeal for
a review of the summary judgment granted by the U.S. District
Court for the Southern District of New York, in favor of CIS Air
Corporation.  The Appeal is pending before the U.S. Court of
Appeals for the Second Circuit.

The Debtor filed a lawsuit against CIS Air in October 2003,
alleging breach of contract, fraudulent misrepresentation, and
negligent misrepresentation, after discovering that the JT8D
engine it purchased from CIS Air had been involved in a hard
landing and was, therefore, not airworthy.  Dallas filed the
lawsuit to recover the $1.15 million it had paid for the engine.

The Trustee selected Mr. Jackson as his counsel due to Mr.
Jackson's experience in the underlying district court actions and
previous related appeal.  For this engagement, Mr. Jackson will:

     a) furnish legal advice to the Trustee with regard to his
        powers, duties and responsibilities in the appeal;

     b) prepare, in behalf of the Trustee, all necessary
        applications, motions, answers, orders, reports and other
        legal papers related to the appeal;

     c) appear, prosecute, defend and represent the Trustee's
        interest in the appeal; and

     d) perform all other legal services for the Trustee in
        connection with the appeal.

Mr. Jackson will be paid $400 per hour for his services, up to a
maximum amount of $25,000.  The Trustee will also reimburse Mr.
Jackson for all necessary expenses, up to a maximum amount of
$2,000.  The payment of legal fees and expenses will depend on:

     a) the merits of the New York Appeal and any subsequent
        appeal or remand; and

     b) the sale of the jet engine for more than $250,000, net of
        all expenses.

The Trustee assures the Court that Mr. Jackson does not represent
any interest materially adverse the Debtor or its estate.

Headquartered in Carrollton, Texas, Dallas Aerospace, Inc., is a
Texas-based aftermarket supplier of engines, engine parts, and
engine management and leasing services, with facilities in Dallas,
Texas, and Miami, Florida.  The Company filed for chapter 11
protection on October 1, 2004 (Bankr N.D. Tex. Case No. 04-80663).
When the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $10 million to $50 million.  On Jan. 24, 2005, the Court
converted the Debtor's chapter 11 case to a chapter 7 liquidation
proceeding.  James F. Adams, Esq., at Passman & Jones, P.C.,
represents the Debtor in its chapter 7 case.


DOBSON COMMS: Elects to Defer Preferred Stock Dividends
-------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) will not declare
or pay the cash dividend due on July 15, 2005, on its outstanding
12-1/4% Senior Exchangeable Preferred Stock or the Aug. 1, 2005,
cash dividend on its outstanding 13% Senior Exchangeable Preferred
Stock.  Unpaid dividends will accrue interest at the stated
dividend rates, compounded quarterly.

This is the fourth quarterly deferral on dividends for the 12-1/4%
and 13% Senior Exchangeable Preferred Stocks.  Holders of each of
these two classes of preferred stock separately will have the
right to elect two new directors to Dobson's board of directors
effective July 15, 2005 and Aug. 1, 2005, respectively.  Dobson
previously deferred two semi-annual dividends on its Series F
Convertible Preferred Stock. As a result, effective Apr. 16, 2005,
holders of that series have the right to elect two new directors
to Dobson's board of directors, although they have not done so to
date.

The board of directors currently consists of seven members, five
of which directors are independent as defined by NASDAQ.
Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States.

Headquartered in Oklahoma City, Dobson Communications --
http://www.dobson.net/-- provides wireless phone services to
rural markets in the United States.  The Company owns wireless
operations in 16 states.

                        *     *     *

Moody's Investors Service and Standard & Poor's assigned junk
ratings to Dobson Communications':

   -- 8-7/8% senior notes due 2013; and
   -- 10-7/8% senior notes due 2010.


DRY TECH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Dry Tech, Inc.
        1136 Gregory Drive
        Gallatin, Tennessee37066

Bankruptcy Case No.: 05-07541

Type of Business: The Debtor offers 24-hour carpet cleaning, water
                  extraction, duct cleaning, mold remediation, and
                  water damage restoration services.

Chapter 11 Petition Date: June 23, 2005

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine

Debtor's Counsel: Timothy G. Niarhos, Esq.
                  Crocker & Niarhos
                  611 Commerce Street, Suite 2720
                  Nashville, Tennessee 37203
                  Tel: (615) 726-3322
                  Fax: (615) 726-6330

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
IRS                                             $140,934
MDP 146
801 Broadway
Nashville, TN 37203

Topp National Headquarters                      $126,725
12 Crozerville Road
Aston, PA 19014

Basic Industries                                 $72,600
c/o Seth A. Robbins
2620 P. Street Northwest
Washington, DC 20007

Albo & Oblon                                     $63,344
2200 Clarendon Boulevard #1201
Arlington, VA 22201

Rcc & Partners                                   $63,106
14200 F. Centreville, Square #140
Centreville, VA 20121

Sunbelt Rentals                                  $57,080
P.O. Box 409211
Atlanta, GA 303849211

Action Catastrophe Team                          $43,636
c/o Lawrence Pollack
2021 - 21st Avenue South #320
Nashville, TN 37212

Florida Cleaning Systems                         $41,516
c/o Dawn Wilnau
111 North Orange Avenue #1800
Orlando, FL 32801

Bellsouth Advertising                            $39,812
c/o Mark B. Reagan
260 Cumberland Bend
Nashville, TN 37228

Blackburn & McCune                               $39,589
201 - 4th Ave N #1700
Nashville, TN 37219

Emergency Rental & Supply                        $21,762
P.O. Box 607
Williamsburg, VA 23187

Burke, Dennis W.                                  $4,580
Certified Public Accountant
114 Canfield Place #B1
Hendersonville, TN 37075

Gregory Real Estate                               $3,000
145 Ziegler Fort Road
Gallatin, TN 37066

Truemper Hollingsworth & Titiner                  $2,689
1700 North Farnsworth Avenue
Aurora, IL 60505

Coit                                              $2,521
1182 Antioch Pike
Nashville, TN 37211

Randstad Staffing Services                        $2,235
P.O. Box 2084
Carol Stream, IL 60132

Tudor Insurance                                   $2,208
Stanley Mcdonald Insurance Agency
P.O. Box 212516
Kansas City, MO 64121

Verizon Wireless                                  $1,847
P.O. Box 660108
Dallas, TX 752660108

Fleet Services                                    $1,841
P.O. Box 639
Portland, ME 04104

Wright Express (Wex Fueling)                      $1,500
P.O. Box 6293
Carol Stream, IL 60197


EMPIRE FUNDING: S&P Holds Rating on 1997-A Class B Certs. at B
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 70
classes of certificates from 18 second-lien high combined loan-to-
value transactions.  The certificates were issued by Cityscape
Home Loan Owner Trust, Empire Funding Home Loan Owner Trust, and
FirstPlus Home Loan Owner Trust.

The affirmed ratings reflect the following:

    -- Levels of credit support are sufficient to maintain the
       current ratings;

    -- The transactions are past the peak years on their
       respective loss curves;

    -- The majority of the transactions have paid down to less
       than 5% of their original pool balances; and

    -- The majority of the securitizations have at least seven
       years of seasoning.

As of the May 2005 remittance date, the four Cityscape Home Loan
Owner Trust transactions had delinquencies ranging between 11.71%
(series 1997-3) and 14.18% (1997-4).  Cumulative realized losses
ranged between 14.66% (1997-4) and 18.83% (1997-1).

The eight Empire Funding Home Loan Owner Trust transactions had
delinquencies ranging between 7.49% (1997-3) and 14.20% (1997-4).
Cumulative realized losses ranged between 8.45% (1999-1) and
17.14% (1997-1).

The six FirstPlus Home Loan Owner Trust transactions had
delinquencies ranging between 8.52% (1997-2) and 10.70% (1998-1).
Cumulative realized losses ranged between 9.81% (1998-5) and
11.58% (1997-2).

Credit support for the transactions is provided by a combination
of subordination, excess interest, and overcollateralization.

The collateral backing these transactions originally consisted of
loans originated for the purpose of debt consolidation, home
improvement, or other reasons not specified by the borrower, with
CLTV ratios in excess of 100%.

                          Ratings Affirmed

                   Cityscape Home Loan Owner Trust

              Series                Class         Rating
              ------                -----         ------
              1997-1                A-4           AAA
              1997-1                M-1           AA
              1997-1                M-2           B
              1997-2                A-5, A-6      AAA
              1997-2                M-1           AA
              1997-2                M-2           BBB
              1997-3                A-5, A-6      AAA
              1997-3                M-1           AA+
              1997-3                M-2           A
              1997-4                A-4, A-5      AAA
              1997-4                M-1           AA+
              1997-4                M-2           A-

                 Empire Funding Home Loan Owner Trust

              Series                Class         Rating
              ------                -----         ------
              1997-1                A-4, A-5      AAA
              1997-1                M-1           AA
              1997-1                M-2           BBB-
              1997-2                A-5, A-6      AAA
              1997-2                M-1           AA+
              1997-2                M-2           BBB
              1997-3                A-7           AAA
              1997-3                M-1           AA+
              1997-3                M-2           A
              1997-3                B-1           BBB
              1997-4                A-5           AAA
              1997-4                M-1           AA
              1997-4                M-2           A
              1997-4                B-1           BB
              1997-5                A-4           AAA
              1997-5                M-1           AA
              1997-5                M-2           A
              1997-5                B-1           BBB
              1997-A                A-3           AAA
              1997-A                M-1           AA
              1997-A                M-2           BBB-
              1997-A                B             B
              1998-2                A-5, A-6      AAA
              1998-2                M-1           AA+
              1998-2                M-2           A
              1998-2                B-1           BBB-
              1999-1                A-5           AAA
              1999-1                M-1           AA
              1999-1                M-2           A
              1999-1                B-1           BBB-

                  FirstPlus Home Loan Owner Trust

              Series              Class          Rating
              ------              -----          ------
              1997-2              A-9            AAA
              1997-2              M-1            AA
              1997-2              M-2            A
              1997-2              B-1            BBB
              1997-3              A-8            AAA
              1997-3              M-1            AA
              1997-3              M-2            A
              1997-3              B-1            BBB
              1997-4              A-8            AAA
              1997-4              M-1            AA
              1997-4              M-2            A
              1998-1              A-8            AAA
              1998-1              M-1            AA
              1998-1              M-2            A
              1998-4              A-8            AAA
              1998-4              M-1            AA+
              1998-4              M-2            A
              1998-4              B-1            BBB-
              1998-5              A-9            AAA
              1998-5              M-1            AA
              1998-5              M-2            A
              1998-5              B-1            BBB-


EXIDE TECH: Investors Sue Officers for Violating Securities Laws
----------------------------------------------------------------
Three law firms have commenced class action lawsuits before the
United States District Court for the District of New Jersey
against Exide Technologies and its present and former officers:

   1. Gordon A. Ulsh, Exide Technologies' President, CEO and
      Director;

   2. Craig Muhlhauser, Exide Technologies' President and CEO
      from May 17, 2002 to April 1, 2005; and

   3. J. Timothy Gargaro, Exide Technologies' CFO and Executive
      Vice President.

The Class Actions charge that Exide violated federal securities
laws by issuing a series of materially false and misleading
statements to the market throughout the class period, which
statements had the effect of artificially inflating the market
price of the Company's securities.

The Class Actions purport to represent all persons who purchased
the securities of Exide Technologies between November 16, 2004,
and May 17, 2005.

The law firms are:

   (a) PRN Schatz & Nobel, P.C.,
   (b) Milberg Weiss Bershad & Schulman LLP, and
   (c) Law Offices Of Charles J. Piven, P.A.

According to the complaints, Exide violated Sections 10(b) and
20(a) of the Securities Exchange Act, and Rule 10b-5, by issuing
a series of material misrepresentations to the market during the
Class Period.

The complaints further allege that Exide, a producer and recycler
of lead-acid batteries, was heavily dependent on financing to
support its operations during the Class Period, having emerged
from bankruptcy protection in May 2004.  The Company had
negotiated a $365 million senior secured credit facility, which
required the Company to comply with several financial covenants,
including:

   (1) that the Company maintain a specified ratio of debt to
       equity; and

   (2) that the Company maintain minimum consolidated earnings
       before income, taxes, depreciation, amortization.

Exide responded that it could maintain compliance with the
Covenants because, among other things, they had reorganized
Exide's business, successfully implemented cost-savings measures
and increased productivity.  In addition, Exide stated that they
had hedged against commodity price fluctuations, including the
price of lead, which was the primary material used in the
production of batteries.

However, on February 14, 2005, Exide revealed that it violated
the Leverage Ratio Covenant.

After the market closed on May 16, 2005, Exide issued another
press release stating they expected the Company to violate the
Covenants for the fiscal year-ended March 31, 2005, as a result
of the "impact of commodity costs; the loss of overhead
absorption due to an inventory-reduction initiative; other
fourth-quarter inventory valuation adjustments; and costs
associated with Sarbanes-Oxley compliance efforts."  In reaction
to this announcement, the price of Exide stock, which had closed
at $11.15 per share on May 16, 2005, fell to an opening price of
$5.75 per share the following trading day, representing a one-day
decline of $5.40, or 48%, and closed out the day at $6.88 per
share on extremely heavy volume of over nine million shares, 50
times the daily average volume.

On May 17, 2005, Mr. Gargaro announced that:

   (1) the Company expected to report adjusted EBITDA of $100
       million to $107 million for the full-year 2005, and
       therefore, failed to satisfy the minimum EBITDA Covenant
       which required minimum EBITDA of $130 million;

   (2) several "unanticipated and unusual items," including
       write-offs of obsolete and discontinued products, had
       resulted in a reduction of earnings of between $15 million
       and $20 million;

   (3) the Company lacked the ability to properly forecast its
       inventory requirements; and

   (4) the Company had violated the terms of a contract with a
       large customer and, consequently, was required to record
       an adjustment of $1.5 to $2 million.

In reaction to this news, the price of Exide shares fell another
$1.55, or 22%, from their closing price of $6.88 on May 17, 2005,
to close at $5.33 on May 18, 2005.

"[Exide Technologies and its present and former officers] were
motivated to commit the fraud alleged herein so that Exide could
complete a $350 million private placement of senior notes and
floating rate convertible senior subordinated notes," said Steven
G. Schulman, Esq., at Milberg Weiss Bershad & Schulman, LLP, in
New York.

Milberg Weiss Plaintiffs are also represented by Shalov Stone &
Bonner LLP, in Morristown, New Jersey, and The Brualdi Law Firm,
in New York.

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.


EXIDE TECH: Mellon Strategies Discloses 9.9% Equity Stake
---------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Mellon HBV Alternative Strategies LLC discloses that
as of June 2, 2005, it is deemed to beneficially own 2,458,077
shares of Exide Technologies common stock, including a
convertible bond position convertible into 417,386 shares until
July 30, 2005.

As of Feb. 10, 2005, 24,407,068 shares of Exide common stock
were outstanding.  Accordingly, Mellon has a 9.9% equity stake in
Exide.

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: Panel Hires Morgan Keegan as Investment Banker
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Falcon
Products, Inc., and its debtor-affiliates' chapter 11 cases, asks
the U.S. Bankruptcy Court for the Eastern District of Missouri,
Eastern Division, for authority to employ Morgan Keegan & Company,
Inc., as its Investment Banker.

The Committee wants to retain an investment banker to identify
strategic or financial buyers who may wish to bid for the purchase
of the Debtor through a sale conducted under Section 363 of the
Bankruptcy Code.  Morgan Keegan will:

     a) screen potential buyers, advise the Committee on Valuation
        parameters, and assist the Committee on the timing and
        strategy of exploring potential transactions;

     b) conduct financial due diligence of the Company, including
        but not limited to an examination of financial results and
        management projections;

     c) conduct financial due diligence of potential buyers in
        order to screen potential transaction partners, evaluate
        offers, advise in negotiating a definitive agreement (if
        requested by the Committee), and assist in completing any
        transaction; and

     d) assist in the preparation of a descriptive memorandum and
        appropriate confidentiality agreement for marketing to
        potential buyers.

Morgan Keegan will receive a $100,000 initial retainer, to be
funded from the Debtors' estate.  Upon receipt of a written
indication of interest from a qualified bidder, the Firm will be
paid a $100,000 additional cash fee.  The retainer and additional
cash fee, to the extent previously paid, will be credited against
a $500,000 sales fee to be paid to the Firm for any successful
sales transaction approved by the Court.

The Committee assures the Court that Morgan Keegan's employment
and retention is in everybody's best interests.

Morgan Keegan, a subsidiary of Regions Financial Corporation, is a
premier regional investment firm offering full-service investment
banking, securities brokerage, trust and asset management.  Morgan
Keegan has over 240 offices in 18 states, over 3,000 employees and
$480 million in equity capital.

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: Panel Won't Hire Lobbyists Due to Objections
-----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Federal-Mogul Corporation and its debtor-affiliates' chapter 11
cases withdrew its request to the U.S. Bankruptcy Court for the
District of Delaware for permission to retain The Federalist Group
LLC as its congressional advocates, effective as of May 1, 2005,
due to objections from the Official Committee of Asbestos Property
Damage Claimants and the United States Trustee for Region 3.

The Creditors Committee wanted to hire the Federalist Group for
$40,000 per month to lobby the Debtors' interest in the "Fairness
in Asbestos Injury Resolution Act of 2005" or Senate Bill No. 525,
currently being deliberated in the United States Senate.

The Federalist Group is a lobbying firm that includes some of
Washington's most respected and skilled former Executive and
Congressional officials and staff.

                         Not Permissible

On behalf of Kelly Beaudin Stapleton, the United States Trustee
for Region 3, Richard L. Schepacarter, Esq., trial attorney of
the United States Department of Justice, told the Court that
hiring lobbyists is not among the permissible actions that may be
undertaken by an official committee under Section 1103(c) of the
Bankruptcy Code.

Mr. Schepacarter said hiring a lobbyist does not constitute:

   (a) consulting with the trustee or debtor concerning the
       administration of the case;

   (b) investigating the acts, conduct, assets, liabilities, and
       financial condition of the debtor, the operation of the
       debtor's business and the desirability of the continuance
       of the business, and any other matter relevant to the case
       or to the formulation of a plan;

   (c) participating in the formulation of a plan, advising those
       represented by the committee of the committee's
       determinations as to any plan formulated, and collecting
       and filing with the court acceptances or rejections of a
       plan; or

   (d) requesting the appointment of a trustee or examiner under
       Section 1104.

The only conceivable authorization for hiring a lobbyist, Mr.
Schepacarter continued, is under Section 1103(c)(5), which
provides that a committee may "perform such other services as are
in the interest of those represented."

"But even subsection 5 does not help [the Creditors' Committee],
however, because that section cannot reasonably be construed in an
infinitely elastic manner to authorize a broad category of action
that was not contemplated by Congress and that would render absurd
the specific enumeration of duties in subsections (c)(1) through
(c)(4)," Mr. Schepacarter contends.

Mr. Schepacarter related that In re Dow Corning Corporation, 199
B.R. 896 (Bankr. E. D. Mich. 1996), aff'd 142 F. 3d 433 (6th Cir.
1998) (Unpublished Decision) is the only reported opinion known
to the U.S. Trustee regarding the retention of a lobbyist by an
official committee.  In that case, the bankruptcy court firmly
rejected that broad interpretation of Section 1103(c)(5).

                        Not Professionals

The Asbestos Property Damage Committee asserted that The
Federalist Group LLC cannot be retained because lobbyists do not
qualify as "professionals" under Section 328(a) of the Bankruptcy
Code.  The term "professional person," as used in Section 327 and
328, "is a term of art reserved for those persons who play an
intimate role in the reorganization of the debtor's estate."

Theodore J. Tacconelli, Esq., at Ferry, Joseph & Pearce, P.A., in
Wilmington, Delaware, pointed out that In re Johns-Manville Corp.,
60 B.R. 612, 619 (Bankr. S.D.N.Y. 1986), the court held that due
to their "tangential relationship" to the bankruptcy process and
the fact that their role is not to assist the debtor in carrying
out its duties under Chapter 11, lobbyists do not qualify as
professionals under Section 327(a).

"[L]obbying against the FAIR Act and other asbestos related
legislation are beyond the scope of the Creditors Committee's
statutory authority under Section 1103," Mr. Tacconelli said.

Commercial creditors are not prohibited from engaging a lobbyist.
But since lobbying is an activity "outside and independent" of
the bankruptcy, the Committee is prohibited by statute and case
law from using estate funds to finance those efforts, Mr.
Tacconelli maintained.

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 Nos. 81 & 83; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FIBERMARK INC: Files New Reorg. Plan & Disclosure Statement in Vt.
------------------------------------------------------------------
FiberMark, Inc. (OTC Bulletin Board: FMKIQ) filed a new Plan of
Reorganization and Disclosure Statement with the United States
Bankruptcy Court for the District of Vermont.  The company also
disclosed a number of planned steps aimed at further improving the
cost structure of its North American operations.

The new Plan includes many of the terms and conditions contained
in the company's original plan of reorganization that were agreed
to by the company's major creditors when that plan was submitted
for their approval.  The Plan also contains a revised capital
structure, with lower debt levels at lower interest rates.  It
proposes to distribute among unsecured creditors, including
bondholders, stock in the reorganized company and an aggregate
cash distribution of $75 million.  In addition, the Plan addresses
the corporate governance disputes among the company's major
bondholders that had prevented confirmation of the original plan.

"Our new reorganization plan builds upon the fundamental soundness
and substantial areas of agreement in our original plan of
reorganization, including those corporate governance provisions
that were agreed to by our three largest bondholders," said Alex
Kwader, chairman of the board and chief executive officer.  "We
believe that this new Plan will attract significant creditor
support and can be confirmed by the Bankruptcy Court."

Mr. Kwader continued: "The new Plan also includes a revised
capital structure with levels of debt that the new FiberMark can
support, while building upon our important customer relationships
in key markets.  As an important corollary to the new Plan, we
have filed a motion requesting court approval of a major cost
reduction initiative that will significantly enhance the financial
strength of our North American operations."

Disputes among major bondholders over post-reorganization
corporate governance provisions prevented confirmation of the
company's prior plan of reorganization.  In its new Plan, the
company has adopted enhanced corporate governance provisions that
it believes will provide significant protections to all
shareholders.  "We believe that the provisions we have proposed go
much further than is required under applicable law and provide
significant protections to the shareholders of the reorganized
FiberMark," noted Mr. Kwader.

"All parties in interest, including our bondholders, have
acknowledged the need for the company to emerge from bankruptcy
protection as quickly as possible.  We believe that our new Plan
provides the most effective framework for that outcome, and that
its confirmation and implementation will allow FiberMark to emerge
from Chapter 11 protection as a strong and dynamic enterprise in a
timely manner," Mr. Kwader said.

While the Plan of Reorganization and Disclosure Statement filed on
Friday, June 24, 2005, detail the classes of creditors and equity
holders and their proposed treatment under the Plan, that Plan is
likely to receive further modification before the Disclosure
Statement is approved, and actual recoveries by stakeholders may
vary from the treatment contemplated in the new Plan.  However,
the Plan, as did the prior plan, specifies that existing shares
will be cancelled and have no value upon emergence from chapter
11.  The company currently expects a hearing to address the
Disclosure Statement to take place during August 2005.

Separately, FiberMark also disclosed that to ensure the company's
continued competitiveness and strength over the long term, the
company intends to implement several operational steps aimed at
further improving the cost structure of its North American
operations.  The steps were outlined in a separate motion also
filed with the Court on June 24.

The cost reduction initiative includes the proposed closure of the
company's Hughesville, N.J., operations and one of its two paper
machines in Warren Glen, N.J., both of which have served strategic
and non-strategic markets through the company's technical
specialties product families.  Certain products would be
transferred to the company's modernized paper machine in Warren
Glen, while others would be transferred to the company's
Brownville, N.Y. and Brattleboro, Vt., operations.  The transition
would begin as soon as the motion receives the necessary Court
approval, and the transition process is expected to be completed
by the end of 2005.  The initiative also includes various
contemplated actions to reduce selling, general and administrative
expenses.  In total, we anticipate first-year net savings of
$10 million and expect to take a non-cash impairment charge of
approximately $17 million.

Mr. Kwader said: "As part of the Chapter 11 reorganization
process, we have been carefully evaluating many options available
to us to optimize our production capability while continuing to
support the requirements of our most valued customers.  This cost
reduction initiative will allow an orderly transition of business
to our three most versatile paper and board machines and, at the
same time, enable us to exit certain non-strategic markets that no
longer provide attractive financial returns.

"These steps, if granted Bankruptcy Court approval, will result in
a loss of approximately 135 jobs, largely in New Jersey.  While we
regret the need to take these difficult steps, we must focus our
resources on the attractive core businesses that represent the
future of FiberMark, namely, our strategic businesses in
publishing, specialty packaging, office products and technical
specialties markets," Mr. Kwader concluded.

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wall coverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
Baker, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
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 $329,600,000 in
total assets and $405,700,000 in total debts.

At Mar. 31, 2005, FiberMark, Inc.'s balance sheet showed a
$105,404,000 stockholders' deficit, compared to a $101,876,000
deficit at Dec. 31, 2004.


FIRST DOMINION: Moody's Confirms $14.2M Class D-2 Notes Ba3 Rating
------------------------------------------------------------------
Moody's Investors Service removed these Classes of Notes issued by
First Dominion Funding III, Ltd. from the Moody's Watchlist for
possible downgrade and confirms the ratings:

   1) U.S. $20,000,000 Class B-1 Fixed Rate Notes Due 2014
   2) U.S. $47,500,000 Class B-2 Floating Rate Notes Due 2014
   3) U.S. $26,250,000 Class C Floating Rate Notes Due 2014
   4) U.S. $7,000,000 Class D-1 Fixed Rate Notes Due 2014
   5) U.S. $14,250,000 Class D-2 Floating Rate Notes Due 2014
   6) U.S. $10,000,000 Class D-3 Fixed Rate Notes Due 2014

The rating action is the result of the stable performance of the
collateral and the continued amortization of the deal.

Rating Action: Removal from moody's watchlist and confirmation of
               rating.

Issuer: First Dominion Funding III, Ltd.

The rating of these Classes of Notes has been removed from the
Moody's Watchlist for possible downgrade and is confirmed:

Class Description: U.S. $20,000,000 Class B-1 Fixed Rate Notes Due
                   2014

   * Prior Rating: A3 (under review for downgrade)
   * Current Rating: A3

Class Description: U.S. $47,500,000 Class B-2 Floating Rate Notes
                   Due 2014

   * Prior Rating: A3 (under review for downgrade)
   * Current Rating: A3

Class Description: U.S. $26,250,000 Class C Floating Rate Notes
                   Due 2014

   * Prior Rating: Baa2 (under review for downgrade)
   * Current Rating: Baa2

Class Description: U.S. $7,000,000 Class D-1 Fixed Rate Notes Due
                   2014

   * Prior Rating: Ba3 (under review for downgrade)
   * Current Rating: Ba3

Class Description: U.S. $14,250,000 Class D-2 Floating Rate Notes
                   Due 2014

   * Prior Rating: Ba3 (under review for downgrade)
   * Current Rating: Ba3

Class Description: U.S. $10,000,000 Class D-3 Fixed Rate Notes Due
                   2014

   * Prior Rating: Ba3 (under review for downgrade)
   * Current Rating: Ba3


GALEY & LORD: U.S. Trustee Wants N.Y. Case Dismissed or Converted
-----------------------------------------------------------------
Deirdre A. Martini, the U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Southern District of New York to dismiss
or convert to a chapter 7 liquidation proceeding Galey & Lord's
confirmed chapter 11 case commenced on February 19, 2002.

Paul K. Schwartzberg, Esq., in New York, counsel for the U.S.
Trustee, explains that the Court confirmed the Debtor's plan of
reorganization on Feb. 9, 2004.  Six months later, Galey & Lord
filed a new voluntary chapter 11 petition in the Northern District
of Georgia, Rome Division.  Mr. Schwartzberg notes that Galey &
Lord's bankruptcy proceeding in New York remains open.

The bankruptcy filing in Georgia was converted to a chapter 7
liquidation proceeding on November 29, 2004.

Mr. Schwartzberg believes it is proper for the Debtor's New York
bankruptcy filing to be formally dismissed or converted to chapter
7 before the other filing could proceed.

Headquartered in Atlanta, Georgia, Galey & Lord, Inc., a leading
global manufacturer of textiles for sportswear, including denim,
cotton casuals and corduroy, and its debtor-affiliates filed for
chapter 11 protection on August 19, 2004 (Bankr. N.D. Ga. Case No.
04-43098).  The Court converted the case to a chapter 7 proceeding
on November 29, 2004.  S. Gregory Hays is the Chapter 7 Trustee
for the Debtors' estate. Jason H. Watson, Esq., and John C.
Weitnauer, Esq., at Alston & Bird LLP, and Joel H. Levitin, Esq.,
at Dechert LLP, represent the Debtor.  When the Debtor filed for
chapter 11 protection, it listed $533,576,000 in total assets and
$438,035,000 in total debts.


GRANT PRIDECO: Good Performance Cues S&P to Lift Ratings to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston, Texas-based Grant Prideco Inc. to 'BB' from
'BB-'.  In addition, the company's senior unsecured rating was
raised to 'BB' from 'BB-'.  The outlook is stable.

"The upgrade is predicated on demonstrated sequential improvement
in operating performance and debt reduction, following the
company's acquisition of ReedHycalog in 2002," said Standard &
Poor's credit analyst Jeffrey B. Morrison.  "Furthermore, the
upgrade reflects improved cash flow prospects for the company, in
light of strengthening backlog, improved margins across its three
operating segments, and favorable industry conditions that are
expected to persist in the near to intermediate term," he
continued.

In the longer term, performance is expected to benefit from the
more durable cash flow characteristics of the company's drillbit
operations that exhibit less margin volatility through the cycle
when compared with the company's drillstem products and tubular
technology segments.

The stable outlook is predicated on improved operating performance
and reduced financial leverage.  In addition, the current outlook
incorporates the expectation that the company will continue to
fund small acquisitions in a manner consistent with the company's
current financial profile.  Given the recent upgrade, further
positive rating actions do not appear likely.  Conversely, a
negative outlook revision could occur if operating performance
deviates substantially from expected parameters through the cycle,
or if management pursues a more sizable acquisition (which
Standard & Poor's views as an unlikely event in the near term)
that was funded in a manner that materially weakened the company's
current credit profile.


GS MORTGAGE: Fitch Assigns Low-B Ratings to 6 Cert. Classes
-----------------------------------------------------------
GS Mortgage Securities Corporation II 2005-GG4, commercial
mortgage pass-through certificates are rated by Fitch:

     -- $100,000,000 class A-1 'AAA';
     -- $50,000,000 class A-1P 'AAA';
     -- $166,616,000 class A-DP 'AAA';
     -- $349,848,000 class A-2 'AAA';
     -- $288,705,000 class A-3 'AAA';
     -- $207,259,000 class A-ABA 'AAA';
     -- $29,609,000 class A-ABB 'AAA';
     -- $500,000,000 class A-4 'AAA';
     -- $1,171,595,000 class A-4A 'AAA';
     -- $167,371,000 class A-4B 'AAA';
     -- $169,634,000 class A-1A 'AAA';
     -- $300,060,000 class A-J 'AAA';
     -- $3,831,315,000 class X-P* 'AAA';
     -- $4,000,797,486 class X-C* 'AAA';
     -- $65,013,000 class B 'AA';
     -- $35,007,000 class C 'AA-';
     -- $75,015,000 class D 'A';
     -- $40,008,000 class E 'A-';
     -- $55,011,000 class F 'BBB+';
     -- $45,009,000 class G 'BBB';
     -- $40,008,000 class H 'BBB-';
     -- $20,004,000 class J 'BB+';
     -- $20,004,000 class K 'BB';
     -- $20,004,000 class L 'BB-'
     -- $10,002,000 class M 'B+'
     -- $10,002,000 class N 'B';
     -- $10,002,000 class O 'B-';
     -- $55,011,486 class P 'NR'.

     * Notional Amount and Interest-Only.

Class P is not rated by Fitch Ratings. Classes A-1, A-1P, A-DP, A-
2, A-3, A-ABA, A-ABB, A-4, A-4A, A-4B, A-1A, A-J, B, C, D, and E
are offered publicly, while classes X-P, X-C, F, G, H, J, K, L, M,
N, O, 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 189
fixed-rate loans having an aggregate principal balance of
approximately $4,000,797,487, as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the report titled GS Mortgage Securities Corporation II, Series
2005-GG4 dated June 2, 2005 available on the Fitch Ratings web
site at http://www.fitchratings.com/


HOLLINGER INT'L: Asks Illinois Court to Dismiss Class Action
------------------------------------------------------------
Hollinger International, Inc., asked the United States District
Court for the Northern District of Illinois to dismiss the
amended shareholder class action filed against it and certain of
its officers and directors, styled "In re Hollinger Inc.
Securities Litigation, No. 04C-0834."

In February and April 2004, three alleged stockholders of the
Company (Teachers' Retirement System of Louisiana, Kenneth
Mozingo, and Washington Area Carpenters Pension and Retirement
Fund) initiated purported class actions suits against the
Company, its former chief executive officer and founder Conrad
Black, certain former executive officers and certain current and
former directors of the Company, Hollinger Inc., Ravelston and
certain affiliated entities and KPMG LLP, the Company's
independent registered public accounting firm.

On July 9, 2004, the Court consolidated the three actions for
pretrial purposes.  Plaintiffs filed an amended consolidated
class action complaint on August 2, 2004, and a second
consolidated amended class action complaint on November 19,
2004. The named plaintiffs in the second consolidated amended
class action complaint are Teachers' Retirement System of
Louisiana, Washington Area Carpenters Pension and Retirement
Fund, and E. Dean Carlson.  They are purporting to sue on behalf
of an alleged class consisting of themselves and all other
purchasers of securities of the Company between and including
August 13, 1999 and December 11, 2002.

The second consolidated amended class action complaint asserts
claims under federal and Illinois securities laws and claims of
breach of fiduciary duty and aiding and abetting in breaches of
fiduciary duty in connection with misleading disclosures and
omissions regarding certain "non-competition" payments, the
payment of allegedly excessive management fees, allegedly
inflated circulation figures at the Chicago Sun-Times, and other
alleged misconduct.  The complaint seeks unspecified money
damages, rescission, and an injunction against future
violations.

The suit is styled "In Re: Hollinger Intl Securities Litigation,
case no. 1:04-cv-00834," filed in the United States District
Court for the Northern District of Illinois, under Judge David
H. Coar.  The plaintiff firms in this litigation are:

     (1) Cauley Geller Bowman Coates & Rudman, LLP (New York),
         200 Broadhollow, Suite 406, Melville, NY, 11747, Phone:
         631.367.7100, Fax: 631.367.1173,

     (2) Charles J. Piven, World Trade Center-Baltimore,401 East
         Pratt Suite 2525, Baltimore, MD, 21202, Phone:
         410.332.0030, E-mail: pivenlaw@erols.com

     (3) Federman & Sherwood, 120 North Robinson, Suite 2720,
         Oklahoma City, OK, 73102, Phone: 405-235-1560, E-mail:
         wfederman@aol.com

     (4) Grant & Eisenhofer, P.A., 1201 N. Market Street, Suite
         2100, Wilmington, DE, 19801, Phone: 302.622.7000, Fax:
         302.622.7100, E-mail: info@gelaw.com

     (5) Much Shelist Freed Denenberg Ament & Rubenstein, PC,
         Chicago, IL, Phone: 800-470-6824, Fax: 312-621-1750,

     (6) Schiffrin & Barroway, LLP, 3 Bala Plaza E, Bala Cynwyd,
         PA, 19004, Phone: 610.667.7706, Fax: 610.667.7056, E-
         mail: info@sbclasslaw.com (Class Action Reporter, June
         13, 2005)

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.

                         *     *     *

As reported in the Troubled Company Reporter on August 6, 2004,
Moody's Investors Service changed the rating outlook on Hollinger
International Publishing, Inc., to positive from stable and has
withdrawn other ratings.

Ratings withdrawn:

   * $45 million Senior Secured Revolving Credit Facility, due
     2008 -- Ba2

   * $210 million Term Loan "B", due 2009 -- Ba2

   * $300 million of 9% Senior Unsecured Notes, due 2010 -- B2

Ratings confirmed:

   * Senior Implied rating -- Ba3
   * Issuer rating -- B2

Moody's says the outlook is changed to positive.


HOLLINGER INT'L: Declares $0.05 per Share Quarterly Dividend
------------------------------------------------------------
Hollinger International Inc.'s (NYSE: HLR) Board of Directors
declared a quarterly dividend of $0.05 per share on the issued and
outstanding common stock of the Company to be payable July 15,
2005, to stockholders of record on July 1, 2005.

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.

                         *     *     *

As reported in the Troubled Company Reporter on August 6, 2004,
Moody's Investors Service changed the rating outlook on Hollinger
International Publishing, Inc., to positive from stable and has
withdrawn other ratings.

Ratings withdrawn:

   * $45 million Senior Secured Revolving Credit Facility, due
     2008 -- Ba2

   * $210 million Term Loan "B", due 2009 -- Ba2

   * $300 million of 9% Senior Unsecured Notes, due 2010 -- B2

Ratings confirmed:

   * Senior Implied rating -- Ba3
   * Issuer rating -- B2

Moody's says the outlook is changed to positive.


INNOVA: S&P Lifts Rating on $300 Million Sr. Unsec. Notes to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Innova S. de R.L. de C.V. (Innova, better known under
its commercial name "SKY") to 'BB-' from 'B+' and removed the
rating from CreditWatch Positive, where it was placed on Oct. 15,
2004.  The outlook is now stable.

In addition, Standard & Poor's also raised its rating on Innova's
$300 million senior unsecured notes due 2013 to 'BB-' from 'B+'.
The rating action follows Standard & Poor's review of Innova's
expenses related to the marketing and promotion efforts
implemented to attract Galaxy Mexico's (dba DirecTV Mexico)
subscribers, as well as the increasing importance that Innova has
within Grupo Televisa S.A. (BBB/Stable/--, with $1.2 billion in
senior notes rated) due to its characteristic as a 'material
subsidiary' of the latter, and thus the consequences that a
default on Innova's senior notes would have on the senior notes of
Televisa.

"Innova's operating momentum should continue strengthening its key
creditratios," said Standard & Poor's credit analyst Manuel
Guerena.  "Its unprotected dependence on an exclusive satellite
limits further ratings upside potential, while a deterioration in
its improved profitability and cash flow metrics could trigger a
negative rating action."


INTERMET CORP: Files Plan of Reorganization in E.D. of Michigan
---------------------------------------------------------------
INTERMET Corporation (INMTQ:PK) filed a proposed Plan of
Reorganization with the United States Bankruptcy Court in the
Eastern District of Michigan.  The Debtor also entered into a
commitment letter with R2 Investments, LDC and Stanfield Capital
Partners, LLC to underwrite an equity investment into INTERMET in
the amount of $75 million, subject to certain terms and
conditions.  The commitment letter and court filing represent
important steps for the company in its efforts to strengthen its
balance sheet, complete its restructuring and emerge from
Chapter 11.

"The commitment letter and the filing of our reorganization plan
are major steps for us and represent the start of the final phase
of INTERMET's operational and financial restructuring," Gary Ruff,
the Company's Chairman and CEO, said.  "Over the last eight
months, we believe much has been accomplished in terms of putting
the company back on track in its strategy for long-term growth.
We are especially pleased that we also have continued to receive
new and replacement business awards in our ferrous, light-metals
and European groups during this challenging time."

The proposed Plan of Reorganization provides for full payment of
administrative claims, tax claims, claims pursuant to INTERMET's
debtor-in- possession credit agreement, U.S. Trustee fees,
consignment claims and claims of certain secured pre-petition
creditors.  Payment for these claims will be funded by an exit
credit facility that INTERMET is currently negotiating and a new
$75 million equity investment pursuant to the Plan of
Reorganization.

Under the Plan of Reorganization, unsecured creditors may either
elect to receive shares of stock in the reorganized INTERMET in
exchange for their claims or they may elect to receive cash.
Reorganized INTERMET will provide 2.5 million shares of common
stock to unsecured creditors in exchange for their claims.
Unsecured creditors who elect to receive shares of stock in the
reorganized INTERMET will also receive the opportunity to purchase
up to 7.5 million additional shares of stock through the private
rights offering at a price of $10 per share.  To the extent that
the full $75 million is not subscribed for pursuant to the private
rights offering, R2 and Stanfield have agreed pursuant to the
commitment letter to purchase the shares of stock not otherwise
purchased in the private rights offering.  Under the proposed Plan
of Reorganization, all pre-petition equity interests of INTERMET
Corporation will be canceled.

Confirmation of the proposed Plan of Reorganization remains
subject to various requirements and the approval of the Bankruptcy
Court.

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


JETSGO CORP: Unsecured Creditors Could Recover 11% of Claims
------------------------------------------------------------
RSM Richter Inc., the Court-appointed trustee of Jetsgo
Corporation, said unsecured creditors could get 11 cents to 15
cents on the dollar in the liquidation of the discount airline,
Sean Silcoff of the Financial Post reports.

Creditors assert $271 million against Jetsgo, this is twice as
much as the initial $120 million in claims filed on March 11,
2005.

Yves Vincent of RSM Richter told creditors that a sale of the
airline's 17 Fokker-100's aircraft could bring in about
$41 million, Karine Fortin of the Canadian Press reports.  So far,
Jetsgo has sold six of its Fokker F-100 aircraft for $15 million.

Jetsgo also faced a number of lawsuits filed by NavCanada and some
Canadian airports that want the right to seize the aircraft, Ms.
Fortin relates.  Mr. Silcoff said that NavCanada and the airport
authorities are hoping that the courts will classify them as
secured creditors, giving them first crack at $11.5 million of the
liquidation proceedings.

Jetsgo Corporation operated a low-cost, low-fare passenger airline
with approximately 1,200 employees, before ceasing all operations
on March 11, 2005.  At the same time, the Superior Court of
Justice in Quebec, District of Montreal, entered an Initial Order
providing Jetsgo Corporation protection under the Companies'
Creditors Arrangement Act, and appointed RSM Richter Inc. to act
as Monitor.  When Jetsgo sought CCAA protection, it listed
$75.8 million in total assets and $94.5 million in total
liabilities.  Attorneys from Ogilvy Renault LLP represent the
carrier.


KRAMONT REALTY: Fitch Withdraws BB- Rating on Preferred Stock
-------------------------------------------------------------
Fitch Ratings withdraws the 'BB-' preferred stock rating for
Kramont Realty Trust.  The withdrawal follows the liquidation of
KRT's two classes of preferred stock (series B-1 and series E)
pursuant with its recent acquisition by Centro Watt America REIT,
a private U.S. REIT.

Kramont was acquired by Centro Watt America REIT, which is a joint
venture between U.S.-based Watt Commercial Properties and
Australia-based Centro Properties Group.  Centro Watt is
headquartered in Santa Monica, CA and currently has a portfolio of
more than 17 million-square-feet of retail centers throughout the
U.S. The acquired Kramont portfolio contained 93 properties
aggregating 12.6 million square feet located primarily in the
northeastern and mid-Atlantic U.S.


LUIS MORALES: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Luis Antonio Cruz & Ana Lydia Homar Morales
        dba Panaderia La Familia
        Bo. Palomas
        Calle M-16
        Yauco, Puerto Rico 00698
        Tel: (787) 856-6659

Bankruptcy Case No.: 05-05807

Chapter 11 Petition Date: June 23, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Modesto Bigas Mendez, Esq.
                  Bigas & Bigas
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444

Total Assets: $1,635,940

Total Debts:  $834,508

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Banco Santander               Bank loan                  $25,428
P.O. BOX 362589
San Juan, PR 00936-2589

Internal Revenue Service      Taxes                      $24,000
Mercantil Plaza Ofic 914
2 Ponce De Leon, PDA 27 1/2
San Juan, PR 00918-1693

Coop A/C Sabane¤a             Bank loan                  $16,800
Calle Quilichini #22          Value of collateral:
Sabana Grande, PR 00637       $13,225

Interiores Del Oeste, Inc.    Commercial loan            $10,500
Calle Comercio #71
Mayaguez, PR 00682

Westerbank of PR              Bank loan                   $8,000
P.O. Box 1180
Mayaguez, PR 00681-1180

Popular Leasing               Consumer credit             $5,810
Tres Monjitas
P.O. Box 362708
San Juan, PR 00936-2708

Banco Popular                 Consumer credit             $5,679
P.O. Box 71375
San Juan, PR 00936-8475

CITI Cards                    Consumer credit             $2,950
P.O. Box 6017
The Lakes, NV 89163-0001

American Express              Consumer credit             $2,500
P.O. Box 297879
Fort Lauderdale, FL 33329

Scotiabank of Puerto Rico     Consumer credit             $2,000
P.O. Box 362649
San Juan, PR 00936-2649

NCO Financial Systems of PR   Consumer credit               $773
654 Avenida Mu¤oz Rivera
San Juan, PR 00926


LY-CON INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Ly-Con, Inc.
        dba Brad's E-Zee Oil & Lube Center
        17415 Livernois
        Detroit, Michigan 48221-2758

Bankruptcy Case No.: 05-60159

Type of Business: The Debtor offers automobile lubrication
                  services.

Chapter 11 Petition Date: June 23, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Rose Mons Hooper, Esq.
                  17380 Livernois Avenue
                  Detroit, Michigan 48221
                  Tel: (313) 861-4844

Total Assets: Unknown

Total Debts:  Unknown

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


MARKWEST ENERGY: Earns $3.8 Million of Net Income in 4th Quarter
----------------------------------------------------------------
MarkWest Energy Partners, L.P. (Amex: MWE) reported net income for
the three months ended December 31, 2004, of $3.8 million,
compared to a net loss of $800,000, for the fourth quarter of
2003.  Interest expense increased significantly for the quarter,
driven by the Company's late 2003 acquisitions and its July 2004
acquisition of the East Texas System.  For the year ended Dec. 31,
2004, the Partnership reported net income of $10.0 million,
compared to restated net income of $4.8 million, for the year
ended December 31, 2003.

On May 6, 2005, the Partnership announced that its financial
statements for the years 2002 and 2003 and the first three
quarters of 2003 and 2004 would be restated to reflect
compensation expense allocated to it from the Partnership's parent
company, MarkWest Hydrocarbon, Inc. for the sale of subordinated
Partnership units and interests in the Partnership's general
partner to certain of their employees and directors.  The
compensation expense affects reported earnings for these periods;
however, the charge is entirely allocated to the general partner
and does not affect net income attributable to the limited
partners.

Additionally, it is a non-cash item that did not affect
management's determination of the Partnership's distributable cash
flow for any period.  For the year ended December 31, 2003 the
restatement adjustments reduced net income by $1.0 million, from
$5.8 million to $4.8 million.  For the year ended December 31,
2002, the restatement adjustments reduced net income by  $100,000
from $21.8 million to $21.7 million.

The Partnership has recorded certain other adjustments to correct
other errors in the financial statements for the first three
quarters of 2004, including adjustments to accruals for revenue
and purchased product costs, adjustments for costs improperly
capitalized as property, plant and equipment, adjustments to
record capitalized interest on major construction projects in-
process, adjustments to record as a financing lease a lease
agreement previously entered into by an acquired business and
adjustments to accrued property taxes.

Other less significant adjustments and reclassifications were
identified and recorded in conjunction with the restatement
process.  For the nine months ended September 30, 2004, the
restatement adjustments reduced net income by $700,000 from
$6.8 million to $6.1 million.

As a Master Limited Partnership, cash distributions to limited
partners are largely determined based on Distributable Cash Flow.
For the three months ended December 31, 2004, DCF was
$14.2 million, compared to $4.2 million for the three months ended
December 31, 2003.  For the year ended December 31, 2004, DCF was
$37.0 million, compared to $16.3 million for the year ended
December 31, 2003.

Income from operations for the fourth quarter rose significantly,
increasing by $7.8 million relative to the same time period last
year, reflecting the results of our late 2003 and East Texas
acquisitions.  Interest expense increased by $2.3 million,
attributable to greater debt levels compared to 2003 and higher
interest rates.  Amortization and write-off of deferred financing
costs increased by $1.3 million, reflecting the completion of our
October financings.

Net income for the year more than doubled, increasing by $5.2
million over the comparable year, driven by the same combination
of factors impacting the fourth quarter comparisons.  Income from
operations nearly tripled, increasing by $15.6 million.

On January 20, 2005, the board of directors of the general partner
of MarkWest Energy Partners, L.P., declared the Partnership's
quarterly cash distribution of $0.78 per common and subordinated
unit for the fourth quarter of 2004.  This distribution represents
an increase of $0.02 per unit over the previous quarter's
distribution.  The fourth quarter distribution was paid February
11, 2005, to unitholders of record on February 2, 2005.

"We are very pleased with our fourth quarter and full year
financial results.  Our core set of assets continue to perform
well and the East Texas System remains on track to produce the
results we anticipated," said Frank Semple, President and CEO.
"We have completed a number of high quality acquisitions over the
last 24 months and have done a good job of integrating and
optimizing these assets from a field operations perspective.
However, the complexity of integrating the back office functions
required by these acquisitions resulted in a number of accounting
and control weaknesses, primarily in our southwest business unit.
Addressing these weaknesses, and the associated accounting issues
resulted in a significant delay in the filing of our 10-K for
2004.  The required remediation efforts are strengthening our
processes and controls; however, these problems have caused
significant concerns for our unitholders and have resulted in
substantial unanticipated costs.  Problems of this type are
unacceptable and we are very focused on the continued improvement
of our accounting and control environment.  In summary,
operationally and financially we had a very strong year and have
improved the accounting and control processes that are so critical
to our ongoing growth and performance."

MarkWest Energy Partners, L.P. is a publicly traded master limited
partnership with a solid core of midstream assets and growing core
of natural gas transmission assets.  The Company owns natural gas
gathering and transportation systems and gas processing assets in
the Southwest.  The Company is also the largest processor of
natural gas in the Appalachian Basin and the primary intrastate
pipeline transporter of crude oil in Michigan.

                              *     *     *

As reported in the Troubled Company Reporter on May 11, 2005,
Standard & Poor's Rating Services placed its 'B+' corporate credit
rating on MarkWest Energy Partners L.P. on CreditWatch with
negative implications after the company's announcement that its
Form 10-K filing would be further delayed and that it would be
required to restate its 2002 through 2004 financial statements.

MWE has not filed its Form 10-K on time as a consequence of
identifying material weaknesses under Section 404 of the Sarbanes-
Oxley Act, primarily involving reporting processes in its
Southwest business unit.  In addition, both MWE and MarkWest
Hydrocarbon Inc., the majority interest holder in MWE's general
partner, have now determined that they must file restatements for
2002 through 2004 to reflect compensation expense for the sale of
interests in MWE's general partner.

"The CreditWatch listing reflects concern about repeated and
protracted delays in the company's Form 10-K filing, uncertainty
about the magnitude of impending restatements, the possibility
that further delays could reduce the partnership's liquidity, and
the risk of material weaknesses being greater in scope than
expected," said Standard & Poor's credit analyst Plana Lee.

MWE has obtained covenant waivers from its banks under its
revolving credit facilities until June 30, 2005.  The company was
previously granted a waiver through April 30, 2005, which it was
unable to meet.

MWE has also received an extension to regain compliance from the
American Stock Exchange until May 31, 2005, having missed its
previous May 2 deadline.


MATRIA HEALTHCARE: Moody's Withdraws $86M Sr. Sub. Notes B3 Rating
------------------------------------------------------------------
Moody's Investors Service affirmed Matria Healthcare, Inc.'s
Corporate Family Rating at B1 (previously called the Sr. Implied
rating) and withdrew the rating of Matria's convertible senior
subordinated notes due 2024, following their conversion to equity
in May 2005.  The ratings outlook remains stable.

Ratings affirmed:

   * Corporate Family Rating -- B1
   * Senior Unsecured Issuer Rating -- B2

Rating withdrawn:

   * $86.25 Million Convertible Senior Subordinated Notes
     due 2024 -- B3

The outlook is stable.

The ratings affirmation is based on our expectation that Matria
will continue to report sales growth of at least 10% and stable
EBIT margins over the near to medium term while it improves
operating cash flow compared to the low levels exhibited in fiscal
2004.  The affirmation also entails our expectation that the
company will maintain prudent financial policies and a capital
structure that is appropriate for the rating category.  Positive
factors reflected in the ratings include the strong growth in the
disease management business and the company's good competitive
position within its other business lines.

In fiscal 2004 and the first fiscal quarter 2005, sales grew 16.7%
and 15.4%, respectively.  The EBIT margin improved to 9.9% for the
twelve months ended March 31, 2005 (9.0% in fiscal 2003).  Moody's
notes, however, that cash generation has not been commensurate
with the sales and earnings growth because of the need to fund
working capital increases, and remained below our expectations.
For the twelve months ended March 31, 2005, cash flow from
operations was about $11 million and free cash flow was minimal.

Factors affecting the ratings include:

   * the history of volatile operating performance;

   * negative long term trends in the Women's and Children's
     Health segment, which over the past several years has
     suffered from falling reimbursement rates and a decreasing
     patient census;

   * potentially increasing competition in the disease management
     business from major pharmacy benefit managers, and concerns
     over whether Matria and the disease management industry can
     sustain the growth experienced in recent years;

   * the company's limited size;

   * customer concentration issues at Facet Technologies; and

   * the qui tam action filed against the company, which alleges
     improper claims practices for Medicare payments by a former
     subsidiary.

The stable outlook reflects Moody's expectation that Matria will
maintain positive operating trends, with strong sales and earnings
growth in disease management offsetting weaker performance in the
mature Facet Technologies business (about 22% of consolidated
sales in fiscal 2004) and the Women's and Children's Health
segment (32% of sales).  The stable ratings outlook also assumes
that Matria will generate solid free cash flow in fiscal 2005 and
that leverage will remain in line with the rating category, even
in the likely event of potentially larger acquisitions.  Moody's
note that the company is currently debt free following the
conversion of its convertible senior subordinated notes into
equity in May 2005.

The ratings could be downgraded if Matria continues to show
weakness in free cash flow, or if leverage significantly rises
beyond levels appropriate for the rating category, for example, as
a result of a larger debt-financed acquisition.  Moody's notes
that it sees an increased likelihood for acquisitions in the near
future because of the company's increased financial flexibility
following redemption of its convertible senior subordinated notes
and the company's apparent focus on the disease management portion
of its business, which represented approximately 18% of fiscal
2004 sales.

Over the near term, Moody's does not anticipate upside momentum
for the ratings because of the risks inherent in the company's
ongoing transformation into a more focused disease management
player, and the aforementioned factors constraining the ratings.
Moody's believes that further business disposals following the
divestiture of its pharmacy and supplies operations in fiscal 2004
are likely and that proceeds may be used to fund potentially
larger acquisitions in the disease management area.  Thus, even if
the company's performance continues to strengthen, Moody's will
likely wait to get a better sense of what business model, strategy
and capital structure Matria will ultimately adopt in order to
better analyze the associated risks.

Matria Healthcare, Inc., headquartered in Marietta, GA, is a
leading provider of disease management programs to health plans
and employers.  The company also manufactures and distributes
products for the diabetes market through Facet Technologies, and
provides diabetes products, supplies and certain value-added
services to patients in Germany.  For the twelve months ended
March 31, 2005, sales were about $284 million excluding
discontinued operations.


MAYTAG CORP: Inks Commitment Letter for $500M Sr. Sec. Facility
---------------------------------------------------------------
Maytag Corporation (NYSE: MYG) signed a commitment letter for a
$500 million five-year, senior secured revolving credit facility.
The new credit facility would be fully underwritten by J.P. Morgan
Chase Bank, N.A. and Citigroup Global Markets, Inc., and secured
by accounts receivable and inventory for certain Maytag
subsidiaries.

The company also obtained an amendment to its current $300 million
revolving credit facility, due March 2007.

"While historically we have not drawn on this revolving credit
facility, the amendment eases covenant requirements and the
facility is now secured by accounts receivable and inventory for
certain Maytag subsidiaries," said George Moore, Maytag's
executive vice president and CFO.

The announcement is the latest development in the company's
previously announced plans to review its financing options.
During Maytag's first quarter 2005 conference call on April 22,
2005, the company announced that it would secure a new
$500 million credit agreement during the second quarter.

"The new $500 million credit facility commitment and the amendment
to the existing $300 million revolving credit facility provide
Maytag with substantially more covenant flexibility and funding
security to meet liquidity and long-term financing requirements,"
said Mr. Moore.

The commitment letter is effective until December 30, 2005. The
current $300 million credit facility would be replaced upon the
issuance of the $500 million credit facility.

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

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

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
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.

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

The ratings downgraded are:

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

   * Issuer rating to Ba2 from Baa3,

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

The rating assigned:

   * Senior implied rating of Ba2.

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

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

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


MERIDIAN AUTOMOTIVE: Wants to Use Lenders' Cash Collateral
----------------------------------------------------------
To address their working capital needs and fund other costs and
expenses associated with their reorganization efforts, Meridian
Automotive Systems, Inc., and its debtor-affiliates require the
continued use of cash collateral.

The Debtors believe that the $75,000,000 Deutsche Bank Credit
Facility together with the continued use of the Cash Collateral
will:

   * provide them with sufficient capital with which to operate
     their businesses, maximize value for the benefit of all
     constituencies, and successfully reorganize under Chapter 11
     protection; and

   * ensure the going concern value of their assets -- a value
     that is substantially greater than the value that would be
     realized from a piecemeal liquidation of those assets if the
     Debtors were forced to cease operations due to lack of
     liquidity.

By this motion, the Debtors seek permission from the U.S.
Bankruptcy Court for the District of Delaware to use Cash
Collateral pursuant to Section 363(a) of the Bankruptcy Code.

The Debtors propose to grant adequate protection to:

   -- the lenders under (i) the First Lien Credit Agreement dated
      April 28, 2004, as amended, among Meridian Automotive
      Systems - Composites Operations, Inc., Credit Suisse First
      Boston, as First Lien Administrative Agent and Collateral
      Agent, and Goldman Sachs Credit Partners, LP, as
      Syndication Agent, and (ii) the First Lien Hedge Agreement
      between Meridian and Goldman Sachs Capital Markets, LP;

   -- the lenders under (i) the Second Lien Credit Agreement
      dated April 28, 2004, as amended, among Meridian, Credit
      Suisse First Boston, as Second Lien Administrative Agent
      and Collateral Agent, and Goldman Sachs Credit Partners,
      LP, as Syndication Agent; and

   -- the holders of the Series B Notes under the Fourth Amended
      and Restated Subordinated Note Agreement, dated April 28,
      2004, entered into by Meridian, as issuer, and U.S. Bank,
      N.A., as Collateral Agent,

for any diminution in the value of the Lenders' liens and
security interest in the Collateral as a result of the priming of
their liens by the Deutsche Bank Facility.

Specifically, the Debtors propose this protection package:

   (a) Adequate Protection Liens

       The Prepetition Agents and the Secured Creditors each will
       be granted replacement liens, to the extent each held
       valid, perfected and unavoidable security interests as of
       the Petition Date, on all of the collateral in each case
       subject and subordinate to the payment of the Carve-Out
       and to the security interests and liens granted to
       Deutsche Bank for the DIP Lenders' benefit.

       As among the Prepetition Agents (x) the relative priority
       of the replacement liens will be the same as the relative
       priority of the prepetition liens held by each Prepetition
       Agent, and (y) the replacement liens will be subjected in
       all respects to the provisions of, as applicable, the
       Senior Intercreditor Agreement and the Junior Creditor
       Agreement.

   (b) Section 507(b) Claim

       The Prepetition Agents and the Secured Creditors will be
       granted a superpriority claim pursuant to Section 507(b)
       of the Bankruptcy Code immediately junior to the claims
       under Section 364(c)(1) held by Deutsche Bank and the DIP
       Lenders, and (y) in each case subject to the Carve-Out's
       payment and (z) as among the Prepetition Agents:

          (i) the relative priority of their superpriority claims
              will be the same as the relative priority of the
              prepetition claims held by each Prepetition Agent;
              and

         (ii) their priority claims will be subject in all
              respects to the provisions of, as applicable, the
              Senior Intercreditor Agreement and the Junior
              Intercreditor Agreement.

       However, the Prepetition Agents and the Secured Creditors
       will not receive any payments, property or other amounts
       in respect of their superpriority claims under Section
       507(b) granted under the DIP Order or under the other DIP
       Documents unless and until all of the Debtors' obligations
       under the Deutsche Bank Facility have been indefeasibly
       paid in cash in full and the DIP Lenders' commitments
       under the Deutsche Bank Facility have been terminated.

   (c) Interest/Fees

       The First Lien Administrative Agent will receive from the
       Debtors, for the account of the First Lien Secured
       Lenders, provisional cash payments of interest accruing at
       the non-default rate provided for under the First Lien
       Credit Agreement incurred prior to the Petition Date and
       thereafter with the interest to be paid on the first
       business day of each month.

       Reasonable fees to the extent payable under the First Lien
       Credit Agreement and the Second Lien Credit Agreement will
       also be paid to the First Lien Administrative Agent and
       its professionals and to the Second Lien Administrative
       Agent and its professionals.

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: Ct. OKs Appleton Sublease Over DBSI Objection
------------------------------------------------------------------
DBSI Housing, Inc., leases the warehouse space at 1100 Blake
Street, in Edwardsville, Kansas, to Appleton Papers, Inc.,
pursuant to a lease agreement dated December 21, 1995.

DBSI Housing does not consent to the Sublease Agreement.  Marc S.
Casarino, Esq., at White and Williams LLP, in Wilmington,
Delaware, tells Judge Walrath that the proposed agreement
Appleton Papers faxed to DBSI Housing was different from the
Sublease Agreement presented to the U.S. Bankruptcy Court for the
District of Delaware.  Appleton Papers has not provided DBSI
Housing with any further information about the proposed sublessee.

DBSI Housing objects to the Bankruptcy Court's jurisdiction over
the rights and obligations of the non-debtor third parties under
the Master Lease.  DBSI Housing does not:

   (i) submit to the Bankruptcy Court's jurisdiction over the
       Master Lease or any dispute arising thereunder relating to
       Appleton Papers' proposed subleasing of the Premises to
       the Debtors; and

  (ii) waive any, and expressly reserves all, of its rights,
       claims and defenses under the Master Lease, at law or in
       equity.

Mr. Casarino says any disputes arising out of the Master Lease
must be adjudicated in a non-bankruptcy proceeding or court of
competent jurisdiction.

                          *     *     *

"Motion is granted," Judge Walrath rules.

As previously reported in the Troubled Company Reporter on
June 16, 2005, the Debtors seek authority from the U.S. Bankruptcy
Court for the District of Delaware to enter into a sublease
agreement with Appleton Papers, Inc., for 40,000 square feet of
warehouse space and for the non-exclusive use of drive-in and dock
doors.

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

The Debtors will utilize the warehouse space for storing:

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

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

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: Court Okays Mercer Human as Consultants
------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Mercer Human Resource Consulting, Inc., as
human resource consultants in accordance with the revised
Executive Compensation Services Agreement.

At the hearing held on May 26, 2005, the Court sustained the U.S.
Trustee's objection to the Debtors' application.  Accordingly,
Mercer removed the limitation of liability provision from its
Engagement Letter.

Consistent with past practice, Mercer intends to establish an
additional independent review committee that is made up of
professionals who are not part of the Meridian project team.  The
independent review committee will review the Debtors' retention
plan proposals.

Due to the increased amount of time involved in the independent
review process, Mercer has increased its estimated fees for the
Key Employee Retention Plan to approximately $60,000 and the
Executive Compensation Review to $40,000.

                            Responses

(1) U.S. Trustee

    Kelly Beaudin Stapleton, the United States Trustee for Region
    3, questions whether the proposed heightened level of review
    is reasonable in light of the Court's rejection of the
    limitation of liability provision, given that the Court's
    rejection of the liability cap is the sole basis cited for
    the 33% increase from the original compensation package.

    The U.S. Trustee is prepared to assess the reasonableness of
    Mercer's review process when it seeks compensation for its
    services.

(2) Creditors Committee

    The Official Committee of Unsecured Creditors is disturbed by
    the proposed 33% increase in Mercer's estimate of fees for
    providing the same services to the Debtors.  The Committee
    seeks the Court's permission to review any approved
    amendments to Mercer's application under Section 330 of the
    Bankruptcy Code.

                          *     *     *

Judge Walrath approves the Debtors' application.

"[I]f Mercer reasonably believes that the initial fee estimates
of $60,000, for providing services relating to the Key Employee
Retention Plan, and $40,000, for providing services relating to
the Executive Compensation Review, will increase by 100% or more,
Mercer shall notify the Official Committee of Unsecured Creditors
of such reasonable belief," Judge Walrath rules.

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).


MILANO CONSTRUCTION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Milano Construction Company, Inc.
        6910 Maple
        Dearborn, Michigan 48126

Bankruptcy Case No.: 05-60133

Chapter 11 Petition Date: June 22, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Michael L. Kalis, Esq.
                  Michael L. Kalis & Associates, P.L.L.C.
                  3203 South Telegraph
                  Dearborn, Michian 48124
                  Tel: (313) 277-0310

Total Assets: Unknown

Total Debts:  Unknown

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


MORGAN'S FOODS: Recurring Losses Trigger Going Concern Doubt
------------------------------------------------------------
Deloitte & Touche, LLP, expressed substantial doubt about Morgan's
Foods, Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Feb. 27, 2005.  The auditing firm points to the Company's
recurring losses, shareholders' capital deficiency and non-
compliance with its debt agreements.

                        Debt Agreements

Beginning in the second half of fiscal 2005, the Company has
engaged in discussions with its three primary lenders with the
intent of securing short term, temporary reductions in its debt
service payments to conserve cash and to allow the Company to
execute sale/leaseback financing on a number of its owned
restaurant properties.  On Feb. 7, 2005, the Company reduced its
debt service payments to interest only on loans with one lender
representing 50.2% of the principal balance of all of the
Company's loans.  The Company expects to continue this reduced
payment schedule until the financial restructuring is completed.
Scheduled principal payments that have not been paid total
approximately $110,000 per month.

The Company received a letter of understanding from this lender,
acknowledging the financial restructuring and confirming its
intent to negotiate a formal agreement of forbearance.  As of
May 31, 2005, negotiation of a forbearance agreement has been
initiated but not completed.  Accordingly, the reduced payment
schedule remains an event of default although the Company has no
reason to believe that the lender intends to take actions
permitted by that default.

                       Sale Agreement

On April 12, 2005, the Company signed an Agreement of Sale
relating to a sale/ leaseback of ten of its restaurants; however,
certain due diligence items remain before this transaction is
finalized including inspections, appraisals, title work and
finalization of the related leases.  In addition, the prepayment
penalty on the mortgage debt for these restaurants must be waived
for the transaction to be financially viable for the Company.  The
sale-leaseback transactions, if successful, will generate proceeds
to prepay a portion of the Company's debt and will result in cash
flow improvement by replacing debt service with rent payments of a
lesser amount.  Management expects that it will be able to
complete the financial restructuring successfully and is
encouraged by the improved financial results generated by the
previously disclosed organizational restructuring.  Nonetheless,
given the level of the Company's indebtedness and other demands on
its cash resources, there can be no assurance that the Company's
lenders will consent to the restructuring, that the restructuring
will be accomplished, or that other actions might not be taken by
creditors that would impede the Company's ability to satisfy its
obligations.

                      Going Concern Doubt

Morgan's Foods' reduced debt payment schedule and covenant
violations could result in the exercise of certain remedies
available to the lender which may include calling of the debt,
acceleration of payments or foreclosure on the Company's assets
which secure the debt.  The Company's other lenders have similar
remedies available to them based on covenant violations and the
cross default provisions of those debt agreements.  The lenders
have not initiated any of these remedies and management believes,
but cannot assure, that these actions will not be taken prior to
the Company completing the financial restructuring described
above.  However, the recurring losses from operations and
shareholders' deficiency that the Company has sustained result in
significant uncertainty as to the Company's ability to complete
the financial restructuring if the lenders initiate these
remedies.  Consequently, there is substantial doubt that the
Company will be able to continue as a going concern and therefore,
if applicable, the Company may be unable to realize its assets and
discharge its liabilities in the normal course of business.

                       About the Company

Morgan's Foods, Inc., operates through wholly owned subsidiaries
KFC restaurants under franchises from KFC Corporation, Taco Bell
restaurants under franchises from Taco Bell Corporation, Pizza Hut
Express restaurants under licenses from Pizza Hut Corporation and
an A&W restaurant under a license from A&W Restaurants, Inc.  As
of May 27, 2005, the Company operates 73 KFC restaurants, 7 Taco
Bell restaurants, 14 KFC/Taco Bell "2n1"s under franchises from
KFC Corporation and franchises or licenses from Taco Bell
Corporation, 3 Taco Bell/Pizza Hut Express "2n1"s under franchises
from Taco Bell Corporation and licenses from Pizza Hut
Corporation, 1 KFC/Pizza Hut Express "2n1" under a franchise from
KFC Corporation and a license from Pizza Hut Corporation and 1
KFC/A&W "2n1" operated under a franchise from KFC Corporation and
a license from A&W Restaurants, Inc.

At Feb. 27, 2005, Morgan's Foods, Inc.'s balance sheet showed a
$4,574,000 stockholders' deficit, compared to a $2,716,000 deficit
at Feb. 29, 2004.


MYSTIC TANK: Officially Emerges From Chapter 11
-----------------------------------------------
Mystic Tank Lines Corp.'s reorganization plan to emerge from
Chapter 11 was confirmed by the court and payment to creditors
will be made over the next several weeks.  Recognizing the
responsibility associated with supporting the infrastructure of
the heating oil, motor fuel, aviation fuel, asphalt and cement
materials industries, the Company diligently worked to control
costs and maintain operational excellence resulting in a strong,
stable, financially sound organization.  Mystic has solidified a
strong financial relationship with Northfork Bank and has the
necessary commitments to concentrate on core business
competencies.

"Although this has been a difficult period, I thank our dedicated
employees and loyal customers for their support," Leonard Baldari,
President and CEO, said.  "Throughout this reorganization,
Mystic's commitment and dedication to its customers has never
changed.  The company will continue to operate and service its
customers from our existing network of four strategically placed
terminal facilities.  I'm confident our financial strength and
official emergence from Chapter 11 will afford us the opportunity
to stay focused on best practices and continuous dedication to
professionally servicing the needs of the industry.  Again, Mystic
thanks our customers, employees, creditors and other involved
parties for their cooperation and support during this difficult
period."

Mystic Tank Lines Corp. is one of the largest transporters of
Gasoline, Jet Fuel, Oil Products, Cement and Asphalt in the
Northeastern United States.

Headquartered in Matawan, New Jersey, Mystic Tank Lines Corp. --
http://www.mystictanklines.com/-- is one of the largest
transporters of Gasoline, Jet Fuel, Oil Products, Cement and
Asphalt in the Northeastern United States.  The Company filed for
chapter 11 protection (Bankr. D.N.J. Case No. 04-28333) on June 1,
2004.  Albert A. Ciardi, III, Esq., at Janssen Keenan & Ciardi,
P.C., represents the Company in its restructuring efforts. When
the Debtor filed for protection from its creditors, it listed both
estimated debts and assets of over $1 million.


NATIONAL CENTURY: LTC Entities Appeal Bankr. Court's Injunction
---------------------------------------------------------------
Long Term Care Management, Inc., Quality Long Term Care
Management, Inc., and Quality Long Term Care, Inc., will take an
appeal from Judge Calhoun's Order enjoining them from taking any
further action in their adversary proceeding against National
Century Financial Enterprises, Inc., and its debtor-affiliates to
the U.S. District Court for the Southern District of Ohio.

As previously reported, Long Term Care Management, Inc., Quality
Long Term Care Management, Inc., and Quality Long Term Care,
Inc., commenced an adversary proceeding against NPF XII and
National Century Financial Enterprises, Inc., in the U.S.
Bankruptcy Court for the District of Nevada, where their chapter
11 cases are jointly administered.

The LTC Entities allege, among other things, that the Debtors
concealed material facts, which if known to them would have
materially affected their commitment to pay the $1,300,000
settlement to NCFE under the LTC Plan of Reorganization.

The VI/XII Collateral Trust has asked the U.S. Bankruptcy Court
for the Southern District of Ohio to enforce the terms of the
Confirmation Order of the Debtors' Plan of Liquidation and enjoin
the LTC Entities from prosecuting the Adversary Proceeding.  The
Trust argued that the LTC Entities have violated the Confirmation
Order in various ways.

                       Statement of Issues

Pursuant to Rule 8006 of Federal Rules of Bankruptcy Procedure,
the LTC Entities ask the District Court to review six issues:

   (1) Whether the LTC Entities may be enjoined from seeking
       declaratory relief to determine their rights and the
       rights of NPF XII and National Century Financial
       Enterprises, Inc., in the exercise of post-confirmation
       jurisdiction by the U.S. Bankruptcy Court for the District
       of Nevada that presided over the LTC Entities' bankruptcy
       proceedings when the injunction is sought by the NPF and
       NCFE Debtors in the Debtors' subsequent bankruptcy
       proceedings in a different judicial district;

   (2) Whether the Ohio Bankruptcy Court committed error in
       interpreting the plans and confirmation orders;

   (3) Whether the Ohio Court committed error in interpreting
       the Bankruptcy Code and Rules;

   (4) Whether the doctrine of comity required the Ohio Court to
       refrain from enjoining the proceedings in the District of
       Nevada;

   (5) Whether the LTC Entities' claims against the Debtors
       should have been raised in the LTC Entities' bankruptcy
       proceedings in the District of Nevada or the Debtors'
       bankruptcy proceedings in the Southern District
       of Ohio; and

   (6) Whether the Ohio Court committed error in sanctioning
       the LTC Entities and finding them in contempt, especially
       when the Ohio Court acknowledged that "[t]his situation
       poses a unique set of circumstances."

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 57;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NOBLE DREW: U.S. Trustee Picks Three-Member Creditors Committee
---------------------------------------------------------------
The United States Trustee for Region 2 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in Noble
Drew Ali Plaza Housing Corp.'s chapter 11 case:

     1. Local 32BJ Service Employees International Union AFL-CIO
        Attn: Elizabeth A. Baker, Associate General Counsel
        101 Avenue of the Americas
        New York, NY 10013
        Tel. No. (212) 388-2060

     2. S & G Building Repairs
        Attn: Stanley Smith
        4333 White Plains Road
        Bronx, NY 10466
        Tel. No. (718) 325-9507

     3. Noble Drew Ali Tenants Association, Inc.
        Attn: Paulette Forbes
        37 New Lots Avenue, #2G
        Brooklyn, NY 11233

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 Brooklyn, New York, Noble Drew Ali Plaza Housing
Corp., filed for chapter 11 protection on March 25, 2005 (Bankr.
S.D.N.Y. Case No. 05-11915).  Gerard R. Luckman, Esq., at
Silverman Perlstein & Acampora, LLP, represents the Debtor.  When
the Debtor filed for protection from its creditors, it listed
total assets of $43,500,000 and total debts of $18,639,981


NORTHERN BERKSHIRE: Recurring Losses Cue S&P to Cut Rating to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB-'
from 'BB' on the Massachusetts Health and Educational Facilities
Authority's series 2004 A and B revenue bonds issued for Northern
Berkshire Health Systems Inc. and the series 1996C revenue bonds
issued for North Adams Regional Hospital.  The outlook is
negative.

"The lower rating and negative outlook reflect NBHS' persistent
losses in fiscal 2004 and the first six months of fiscal 2005,"
said Standard & Poor's credit analyst Jennifer Soule.

Management anticipates that fiscal 2005 results may cause a bond
covenant violation and has proactively eliminated management
positions and hired Cambio, a management-consulting firm known for
hospital turnaround engagements, to help improve the system's
overall financial position.  Other rating factors include NBHS'
highly leveraged position and utilization volumes that continued
to decline during fiscal 2004 and interim 2005.

NBHS' obligated group includes North Adams Regional Hospital,
Northern Berkshire Community Services Inc., the Visiting Nurses
Association and Hospice of Northern Berkshire, REACH Community
Health Foundation Inc., and Northern Berkshire Realty Inc. Non-
obligated entities are minimal.  NBHS' debt is secured by the
gross revenues pledge of the obligated group and by the mortgages
on the North Adams Regional Hospital and Northern Berkshire
Community Services Inc. facilities.

The negative outlook reflects NBHS' inability to improve system
performance and its anticipated debt service covenant violation.
Although Standard & Poor's expects that NBHS will benefit from
Cambio's overall recommendations, this remains to be proven and
the potential benefits will be reevaluated when further
information is available.


OLD MET BBQ LLC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Old Met BBQ LLC
        6121 Excelsior Boulevard, Unit 201
        Saint Louis Park, Minnesota 55416

Bankruptcy Case No.: 05-44080

Type of Business: The Debtor owns and operates Famous Dave's BBQ
                  Restaurant in Mall of America.  The Debtor also
                  owns franchise and licenses in an adjacent
                  restaurant known as Kokomo's Island Cafe.

Chapter 11 Petition Date: June 23, 2005

Court: District of Minnesota

Judge: Robert J. Kressel

Debtor's Counsel: Brian F. Leonard, Esq.
                  Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
                  100 South Fifth Street, Suite 2500
                  Minneapolis, Minnesota 55402
                  Tel: (612) 332-1030
                  Fax: (612) 332-2740

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
MOAC                             Rent                   $178,122
National City Center
115 Washington West
Indianapolis, IN 46204
Attn: Amanda Walter
Tel: (317) 636-1600

MOAC                             Rent                   $126,303
National City Center
115 Washington West
Indianapolis, IN 46204
Attn: Amanda Walter
Tel: (317) 636-1600

US Food Service                  Trade Debt             $106,256
2864 Egandale Boulevard
Eagan, MN 55121
Attn: Larry Kouba
Tel: (651) 454-6580


ORBIT BRANDS: Executes Term Sheet to Pay Professionals
------------------------------------------------------
Orbit Brands Corporation (NASDAQ:OBTV) executed a term sheet
providing for an immediate infusion of $100,000 to be used for the
retention and payment of professionals needed to facilitate its
restructuring through a bankruptcy plan of reorganization.  The
Company expects to file its proposed disclosure statement and
reorganization plan over the summer, and to emerge from the
Chapter 11 case shortly thereafter.

Orbit Brands Corporation -- http://www.orbitbrandscorp.com/-- is
a publicly traded Delaware Corporation listed on the NASDAQ.  The
primary focus of the Company is growth via the acquisition and
development of early stage high growth companies in the
technology, health and fitness, and consumer goods industries.

Three of Orbit Brands' creditors, represented by Simon J. Dunstan,
Esq., at Hughes & Dunstan, LLP, filed an involuntary chapter 11
petition against the company on June 25, 2004 (Bankr. C.D. Calif.,
L.A. Div., Case No. 04-24171.  On Dec. 14, 2004, the Company
consented to entry of an order for relief by filing a voluntary
Chapter 11 petition.

Orbit Brands says that it elected to file for chapter 11
protection to bring a halt to vexatious litigation in several
states and to protect the interests of shareholders and legitimate
creditors.

Orbit Brands has filed its Schedules of Assets and Liabilities and
Statement of Financial Affairs, and a creditors committee has
been appointed to represent the interests of the Company's
unsecured creditors.


OWENS CORNING: Court Extends Exclusive Solicitation Period
----------------------------------------------------------
Owens Corning and its debtor-affiliates' prepetition lender banks
consented to the further extension of the period within which the
Debtors have the exclusive right to solicit acceptances to their
Fourth Amended Plan of Reorganization.

Accordingly, the U.S. Bankruptcy Court for the District of
Delaware extends the Solicitation Period until the date of the
first regularly scheduled omnibus hearing that is at least 45 days
after the Third Circuit's decides on the Banks' appeal of the
District Court's October 5, 2004, order granting the Debtors'
request for the substantive consolidation of their estates.

As reported in the Troubled Company Reporter on Oct. 19, 2004,
Credit Suisse First Boston, as Agent for a consortium of
prepetition bank lenders to Owens Corning and certain of its
affiliates, delivered Notices of Appeal to the U.S. Bankruptcy
Court and U.S. District Court for the District of Delaware
indicating its intent to take an appeal from Senior U.S. District
Judge John P. Fullam's Order dated Oct. 5, 2004, directing
substantive consolidation of Owens Corning's estates, to the
United States Court of Appeals for the Third Circuit.

Credit Suisse wants the Third Circuit to overturn Judge Fullam's
order authorizing substantive consolidation now.  The Plan
Proponents want the Third Circuit to defer any ruling until a
confirmation order for a plan of reorganization providing for
substantive consolidation is entered.  If, however, the Appellate
Court is inclined to review Judge Fullam's interlocutory ruling,
the Plan Proponents ask the Court to uphold the ruling.

As previously reported in the Troubled Company Reporter, Judge
Fullam delivered a non-fatal blow to the holders of Owens
Corning's bank debt when he released his decision that the
Debtors' estates should be substantively consolidated, meaning all
rolled into one.  The effect of that substantive consolidation
would be to effectively eliminate any structural priority the
banks obtained when they lent money to Owens Corning subsidiaries
and obtained guarantees from other Owens Corning entities.  The
Banks say that treating them pari passu with Owens Corning's other
unsecured creditors deprives them of nearly $1 billion in value.

A copy of Judge Fullam's 8-page ruling is available at no charge
at:

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

Judge Fullam found a substantial identity between Owens Corning
entities.  Judge Fullam said it was impossible for the Banks to
have relied on the separate creditworthiness of any one borrower.
The cross-guarantees, Judge Fullam reasoned, also militated in
favor of substantive consolidation.

Judge Fullam made it clear that though substantive consolidation
is justified, this does not mean that the Banks must be treated
pari passu with all other unsecured claims.  Judge Fullam suggests
there may be a middle-of-the-road approach to treating the Banks
claims in the context of a consensual chapter 11 plan.

Judge Fitzgerald directs the Debtors to file and serve a written
motion to extend the Solicitation Period at least 25 days prior
to the Exclusivity Hearing.

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: Wants to Hire McDowell Rice as Bankruptcy Counsel
----------------------------------------------------------------
Plaza Gardens South of Overland Park, Inc. asks the U.S.
Bankruptcy Court for the District of Kansas for permission to
employ McDowell Rice Smith and Buchanan as its general bankruptcy
counsel.

McDowell Rice is expected to:

   a) assist and advise the Debtor with respect to its duties and
      responsibilities as a debtor-in-possession in the continued
      operation and management of its business and property;

   b) take all necessary actions to protect and preserve the
      Debtor's estate, including the prosecution of actions on its
      behalf, the defense of any actions commenced against the
      estate, negotiations concerning litigation in which the
      Debtor may be involved, and objections to claims filed
      against the estate;

   c) prepare on behalf of the Debtor all necessary motions,
      applications, answers, orders, reports, and papers necessary
      to the administration of the estate; and

   d) perform all other legal services that are necessary or
      appropriate in connection.

Donald G. Scott, Esq., a Member at McDowell Rice, is the lead
attorney for the Debtor.  Mr. Scott discloses that the Firm
received a $25,000 retainer.

Mr. Scott reports McDowell Rice's professionals bill:

      Designation      Hourly Rate
      -----------      -----------
      Shareholders     $180 - $350
      Associates       $120 - $200
      Paralegals        $50 -  $95

McDowell Rice assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Overland Park, Kansas, Plaza Gardens South of
Overland Park, Inc. owns and operates apartments.  The Company
filed for chapter 11 protection on June 22, 2005 (Bankr. D. Kans.
Case No. 05-22876).  When the Debtor filed for protection from its
creditors, it listed total assets of $24,000,000 and total debts
of $23,656,284.


PLAZA GARDENS: Section 341(a) Meeting Slated for July 18
--------------------------------------------------------
The U.S. Trustee for Region 20 will convene a meeting of Plaza
Gardens South of Overland Park, Inc.'s creditors at 10:00 a.m., on
July 18, 2005, at 161 Robert J. Dole US Courthouse, 500 State
Avenue Room 173, Kansas City, Kansas 66101.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Overland Park, Kansas, Plaza Gardens South of
Overland Park, Inc. owns and operates apartments.  The Company
filed for chapter 11 protection on June 22, 2005 (Bankr. D. Kans.
Case No. 05-22876).  Donald G. Scott, Esq., at McDowell Rice Smith
and Buchanan represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
total assets of $24,000,000 and total debts of $23,656,284.


POLYAIR INTER: Wants Amendments to Financial Covenants Extended
---------------------------------------------------------------
Polyair Inter Pack Inc. (TSX:PPK)(AMEX:PPK) reported a net loss of
$1.6 million on sales of $58.1 million for the quarter ended
April 30, 2005, compared with net income of $1.5 million on sales
of $56.4 million for the second quarter of 2004.  Losses incurred
in the quarter have resulted in the Company not being in
compliance with its debt and interest service covenants.

The Company's lenders have amended these covenants as at April 30,
2005, so that the Company will not be in default.  The Company is
in discussions with its lenders to extend the amendments on a
going forward basis to enable the Company to remain in compliance.

"The accumulated losses in the pool division have resulted in the
Company having had to advise its operating lender syndicate that
it was not in compliance with its minimum debt and interest
service covenants as at April 30, 2005," Henry Schnurbach, the
Company's President and Chief Executive Officer, said.  "The
Company has obtained an amendment of these covenants so that it is
no longer in default and it is renegotiating its financial
covenants for the upcoming quarters during the term of the
existing loan agreement, which is due for renewal on Nov. 1, 2005.
The Company is also considering additional financing options as a
means to assure the availability of capital to grow and operate
its business.

Polyair Inter Pack Inc. -- http://www.Polyair.com/-- in its
Polyair Packaging and Cantar Pool Products divisions manufactures
and distributes a wide range of protective packaging products and
swimming pool products.  These products are sold to distributors
and retailers across North America.  The company operates eleven
manufacturing facilities, seven of which are in the US where it
generates the majority of its sales.  The shares are listed on
both the Toronto Stock Exchange and the American Stock Exchange
under the symbol "PPK".


Q COMM: Restates Financial Reports Due to Possible Weakness
-----------------------------------------------------------
Q Comm International, Inc. (Amex: QMM; QMM.WS), a provider of
prepaid transaction processing and electronic point-of-sale (POS)
distribution solutions, will restate the financial information
presented in the Company's 2004 Annual Report on Form 10-KSB and
first quarter 2005 Form 10-Q.  As such, the Company's financial
information in the 2004 Form 10-KSB and the first quarter 2005
Form 10-Q should no longer be relied upon.  Under Public Company
Accounting Oversight Board Auditing Standard No. 2, the
restatement of the Company's financial statements is a strong
indicator that a material weakness in internal control over
financial reporting exists.  The Company's management is reviewing
its disclosure and internal controls over financial reporting to
remediate the situation.

Q Comm has determined to change its revenue recognition policy on
sales of consigned PINs based on a previously announced comment
letter from the Securities and Exchange Commission, in which the
SEC set out its position that the revenue from sales of consigned
PIN inventory should be recorded on a net basis rather than a
gross basis.  The Company expects the impact of this change to
reduce 2004 revenue to between $18 and $20 million from
$41 million, and reduce first quarter 2005 revenue to between
$9 and $10 million from $15 million. There will be a corresponding
reduction in operating expenses for each of the periods and
therefore, as a result of this change in presentation, net loss
for those periods should remain the same.  This change will have
no impact on the Company's assets, liabilities or equity for those
periods.

Additionally, on June 21, 2005, Q Comm's management determined
that its former CFO, who left the Company as of May 31, 2005,
acted without authorization in advancing $1,525,000 to a supplier
for the supplier's purchase of telephones.  This full amount
remains due to Q Comm, and the Company's Dec. 31, 2004 and
March 31, 2005 balance sheets erroneously reflected repayment of
$925,000 of this amount in its cash and other assets accounts.
The Company intends to take possession of the telephones and sell
them in the open market.  If the sale of these telephones does not
generate sufficient funds, the Company's total assets may have
been overstated by as much as $925,000 as of Dec. 31, 2004, and
March 31, 2005.  The Company will be required to restate and amend
its 2004 Form 10-KSB and its first quarter 2005 Form 10-Q for
these developments.

While the Company is not aware of any other accounting issues
requiring adjustment to any prior period financial statements,
there can be no assurance that the Company or its independent
registered public accounting firm will not find additional
accounting issues requiring adjustment as the investigation and
restatement process is completed.

Q Comm International -- http://www.qcomm.com/-- is a prepaid
transaction processor that electronically distributes prepaid
products from service providers to the point of sale.  Q Comm
offers proprietary prepaid transaction processing platforms,
support of various point-of-sale (POS) terminals, product
management, merchandising, customer support and engineering.  Q
Comm systems replace traditional hard cards (also known as scratch
cards or voucher) that are costly to distribute, and provide more
comprehensive reporting and inventory management among other
benefits.  Q Comm's solutions are currently used by wireless
carriers or mobile operators, telecom distributors, and various
retailers to sell a wide range of prepaid products and services
including prepaid wireless or prepaid mobile, prepaid phone cards,
prepaid dial tone and prepaid bank cards, such as prepaid
MasterCard.


REGIONAL DIAGNOSTICS: Wants Until Plan Filing to Decide on Leases
-----------------------------------------------------------------
Regional Diagnostics, L.L.C., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Ohio to extend,
until the date they file a plan of reorganization, the period
within which they can elect to assume, assume and assign, or
reject their unexpired nonresidential real property leases.

The Debtors explain that they are currently parties to 27
unexpired nonresidential real property leases located in Florida,
Illinois, Ohio and Pennsylvania.

The Debtors give the Court three reasons why the lease decision
extension is warranted:

   1) they are still evaluating and determining which of the
      businesses that they operate from the leased facilities
      might be sold as going concerns;

   2) the requested extension will afford the Debtors more
      time to evaluate the 27 unexpired leases in conjunction with
      their businesses and any purchase offers from potential
      buyers, thereby maximizing the value of each unexpired lease
      to their estates; and

   3) the requested extension will not prejudice the landlords of
      the unexpired leases because they are current on all post-
      petition rent obligations under the leases.

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.


ROYAL GROUP: Dual Class Share Structure Collapses
-------------------------------------------------
Royal Group Technologies Limited (RYG.SV - TSX; RYG - NYSE)
reported that following the conversion on June 22, 2005, of all
outstanding multiple voting shares to subordinate voting shares,
the Company has filed the articles of amendment approved by the
shareholders on May 25, 2005, with the effect that the Company now
has only one class of voting common shares.  Delivery of
subordinate voting share certificates will continue to be good
delivery for settlement of trades of common shares of the TSX and
NYSE.

As reported in the Troubled Company Reporter on May 30, 2005,
holders of all outstanding multiple voting shares, including the
company's controlling shareholder, Mr. Vic De Zen, have agreed to
convert all such shares to subordinate voting shares.  Upon the
filing of articles of amendment in accordance with the special
resolution, all outstanding subordinate voting shares will be
designated common shares.  Delivery of subordinate voting share
certificates will continue to be good delivery for settlement of
trades of common shares of the TSX and NYSE.

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

                         *      *      *

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

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

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

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

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

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

    (1) high resin prices,

    (2) a strong Canadian dollar, and

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


SATELITES MEXICANOS: Has Until July 7 to Answer Ch. 11 Petition
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until July 7, 2005, the time within which Satelites
Mexicanos, S.A. de C.V. must respond to an involuntary bankruptcy
petition filed in May by the Company's U.S.-based noteholders.

As reported by the Troubled Company Reporter on May 27, 2005, a
group of secured and unsecured noteholders, holding in excess of
US$379 million of the Company's outstanding notes, filed an
involuntary chapter 11 petition with the U.S. Bankruptcy Court.

In their Petition, the noteholders asked the Court to waive the
customary exclusivity period given to the Company in order to
implement a comprehensive debt-restructuring plan that is
supported by creditors holding more than two-thirds in amount of
the Company's debts.

Headquartered in Mexico, Satelites Mexicanos, S.A. de C.V.,
derives over 50% of its revenues from United States business, and
all of the Company's over US$500 million in debt was issued in the
United States and is governed by New York law.  The Company's
largest shareholder, Loral Space & Communications Ltd., is a
United States public company also undergoing a Chapter 11
reorganization in the U.S. Bankruptcy Court for the Southern
District of New York.  The Company was forced into chapter 11 by
three noteholders on May 25, 2005 (Bankr. S.D.N.Y. Case No.
05-13862).  The noteholders are represented by Wilmer Cutler
Pickering Hale and Dorr LLP and Akin Gump Strauss Hauer & Feld
LLP.


SHAWN ANTLE: Case Summary & 22 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Shawn Douglas & Lisa Lauren Antle
        3915 North Ridgefield Circle
        Shorewood, Wisconsin 53211-2451

Bankruptcy Case No.: 05-30533

Chapter 11 Petition Date: June 23, 2005

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Leonard G. Leverson, Esq.
                  Kravit, Hovel, Krawczyk & Leverson, S.C.
                  825 North Jefferson, Suite 500
                  Milwaukee, Wisconsin 53202-3737
                  Tel: (414) 271-7100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 22 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
First Tennessee Bank                             $67,458
C/o Allied International Credit
2101 West Peoria, Suite 120
Phoenix, AZ 85029

Discover Bank                                    $49,800
c/o Kohn Law Firm, SC
Attn: Matthew J. Richburg, Esq.
312 East Wisconsin Avenue, Suite 501
Milwaukee, WI 53202

MBNA America                                     $40,896
Payment Services
1000 Samoset Drive
Wilmington, DE 19884

MBNA America                                     $31,572

Carol Anderson                                   $29,000

Harry Lohr                                       $28,500

Citibank                                         $25,368

Citibank                                         $21,201

Carol Fritts                                     $21,000

Martin Campbell                                  $20,500

Sears                                            $15,200

Citibank                                         $13,814

Target/Retailers' National Bank                   $9,750

UW Credit Union                                   $7,455

Westridge Agriservices                            $5,000

Rush Behavioral Health                            $4,000

Talbots                                           $3,100

Skipper Bud's Service Center                      $2,800

Dr. M.A. Houghton                                 $2,586

Dr. R. Welker                                     $2,400

Dr. Linda Zetley                                  $1,400

Dr. E. Frankel                                    $1,026


SEARS HOLDINGS: Third Avenue Acquires 140,000 Shares for $2MM
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
February 11, 2005, James F. Gooch, Vice President and Controller
of Kmart Holding Corporation informed the Securities and Exchange
Commission that on January 31, 2005, Kmart entered into an
agreement with Sears Holdings Corporation, and the ESL Companies
composed of ESL Partners, L.P., ESL Investors, L.L.C., ESL
Institutional Partners, L.P. and CRK Partners II, L.P.  The ESL
Companies are controlled, directly or indirectly, by ESL
Investments, Inc., which in turn is controlled by Edward S.
Lampert, the Chairman of Kmart.

Pursuant to the Agreement, the ESL Companies converted, in
accordance with the terms of the notes, all of Kmart's outstanding
9% convertible subordinated notes into an aggregate of 6,269,998
shares of Kmart common stock, plus cash in lieu of fractional
shares.  In consideration of this conversion, the ESL Companies
received an aggregate payment from Kmart of $3.3 million in cash.
This cash payment is approximately equivalent to the discounted,
after-tax cost of the future interest payments that would have
otherwise been paid by Kmart to the ESL Companies in the absence
of the conversion.  The conversion is calculated by multiplying
the present value of the interest payments by one less an assumed
effective tax rate for Kmart.

*   *   *

Sears Holdings Corporation vice president and controller, William
K. Phelan, discloses with the Securities and Exchange Commission
that on March 25, 2005, ESL Investments, Inc., exercised an option
to purchase 6.5 million shares of Sears Holdings common stock
granted pursuant to an investment agreement dated January 24,
2003, between Kmart Corporation, ESL and Third Avenue Trust, on
behalf of certain of its investment series.

In accordance with the Investment Agreement, Sears Holdings issued
shares of its common stock on the receipt of $84 million.  As a
result of these transactions, ESL and its affiliates do not own
any more options to purchase shares of Sears Holdings pursuant to
the Investment Agreement.

On April 26, 2005, Third Avenue exercised options to purchase
140,000 shares of Sears Holdings common stock for a purchase price
of $2 million.  Third Avenue acquired the options pursuant to an
assignment and assumption agreement, dated May 5, 2003, with ESL.
According to Mr. Phelan, all of the options assigned to Third
Avenue under the Assignment and Assumption Agreement were
exercised as a result of the transaction.

Sears Holdings Corporation -- http://www.searshc.com/-- is the
nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States and
Canada.  Sears Holdings is the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.
(Kmart Bankruptcy News, Issue No. 96; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed the Ba1 senior implied rating
of Sears Holding Corporation.  Moody's said the rating outlook is
stable.

Ratings assigned:

     Sears Holdings Corporation

        * Senior implied rating at Ba1;
        * Senior unsecured issuer rating at Ba1; and
        * $4 billion senior secured revolving credit facility
          at Baa3.

As reported in the Troubled Company Reporter on March 30, 2005,
Fitch Ratings assigned a 'BB' rating to Sears Holdings senior
unsecured debt, with a negative outlook.

At the same time, Standard & Poor's assigned its 'BB+' corporate
credit rating to Sears Holdings, with a negative outlook.


SECURITY CAPITAL: AMEX Halts Stock Trading
------------------------------------------
The American Stock Exchange halted trading of Security Capital
Corporation's (AMEX: SCC) shares on June 22, 2005, due to a marked
increase in the trading price and a higher than average trading
volume of the shares.  The Company knows of no corporate reason
for such volatility of its stock.

As the Company announced on June 7, 2005, the Board of Directors,
upon the recommendation of the Special Committee of the Board of
Directors, has switched to a formal sale process for the Company
and has retained UBS Securities LLC to conduct the process.  As
the Company announced on June 13, 2005, the Company received a
revised offer from Robert J. Bossart, Jonathan R. Wagner, Richard
T. Kurth and certain other current and former members of the
senior management team of CompManagement, Inc., along with their
other equity partners, to acquire all of the outstanding capital
stock of the Company at a price of $13.00 per share and referred
such offer to UBS Securities LLC for consideration in connection
with the formal sale process.  The Company said it does not intend
to make any further announcements regarding the receipt of future
offers.  In addition, the Company does not intend to update the
market with respect to any further developments relating to the
formal sale process until it is appropriate to do so.

                          Filing Delays

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

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

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

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

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


SOLECTRON CORP: Incurs $67 Million GAAP Loss in Third Quarter
-------------------------------------------------------------
Solectron Corporation (NYSE:SLR) reported sales of $2.60 billion
in the third quarter of fiscal 2005.  Sales in the third quarter
of fiscal 2004 were $3.03 billion, and sales in the second quarter
of fiscal 2005 were $2.76 billion.

The company reported a GAAP loss from continuing operations in the
third quarter of $67 million, or 7 cents per share, compared with
a GAAP loss from continuing operations of $65 million, or 8 cents
per share, in the third quarter of last year.

The company had non-GAAP net income from continuing operations of
$36 million, or 4 cents per share, excluding $103 million
of charges.  The company recorded a restructuring charge of
$41 million and a charge of $45 million related to the redemption
of $500 million of senior notes, which was completed on May 20.
In addition, the company recorded a charge of $17 million
principally related to ongoing tax audits of its Brazilian
operation.

The company reported sequentially lower revenues as strength in
computing and storage, communications, industrial and automotive
was offset by weaker demand in the networking and consumer
markets.

"We are pleased that in a lower revenue environment we delivered
profitability within our guidance and achieved strong cash flow
generation again this quarter," said Mike Cannon, president and
chief executive officer.  "Recent business wins demonstrate the
robustness of our growing pipeline of revenue opportunities. As
these wins ramp in future quarters, Solectron is well positioned
for a stronger fiscal 2006."

                      Quarterly Highlights

The company made further improvements in working capital during
the quarter. Days sales outstanding were 46 days and days payables
outstanding improved to 50 days.  Inventory turns improved to 8.1
and the company's cash conversion cycle was 41 days, an
improvement of three days from the prior period.  Capital
expenditures were $36 million and depreciation and amortization
was $45 million.

                  Fourth-Quarter 2005 Guidance

Fiscal fourth-quarter guidance is for sales of $2.4 billion to
$2.6 billion, and for non-GAAP EPS from continuing operations to
range from 3 cents to 5 cents, on a fully diluted basis.

On April 29, 2005, the company announced a restructuring plan with
associated charges estimated to range between $100-115 million
(including the $41 million charge noted above) and an expected
completion date in the third quarter of fiscal 2006.  A portion of
the estimated charges for this restructuring plan will be recorded
in the fourth quarter of fiscal 2005 and is excluded in
calculating non-GAAP EPS.

Solectron Corporation -- http://www.solectron.com/-- provides a
full range of worldwide manufacturing and integrated supply chain
services to the world's premier high-tech electronics companies.
Solectron's offerings include new-product design and introduction
services, materials management, product manufacturing, and product
warranty and end-of-life support.  The company is based in
Milpitas, California, and had sales from continuing operations of
$11.64 billion in fiscal 2004.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2005,
Fitch Ratings affirmed Solectron Corporation's debt ratings:

   -- 'BB-' senior unsecured debt;
   -- 'BB+' senior secured bank credit facility;
   -- 'B' subordinated debt.

Fitch says the Rating Outlook is Stable.  Approximately
$1.2 billion of debt is affected by Fitch's action.


SOLUTIA INC: Arklow Replaces Candlewood in Equity Committee
-----------------------------------------------------------
The United States Trustee for Region 2 advises the Court that
Arklow Capital, LLC, is now a member of the Official Committee of
Equity Security Holders of Solutia, Inc., and its debtor-
affiliates.  Arklow replaces Candlewood Capital Management.

The Equity Committee comprises of:

       1.  Couchman Partners, LP
           800 Third Avenue, 31st Floor
           New York, New York 10022
           Attention: Jonathan M. Couchman
           Tel. No. (212) 287-0725

       2.  Arklow Capital, LLC
           237 Park Avenue, 9th Floor
           New York, New York 10017
           Attention: Brian O'Donoghue
           Tel. No. (212) 808-3781

       3.  Prescott Group Capital Management, LLC
           1924 South Utica, Suite 1120
           Tulsa, Oklahoma 74104
           Attention: Jeffrey D. Watkins
           Tel. No. (918) 747-3412

       4.  Franklin Advisors, Inc.
           One Franklin Parkway
           San Mateo, California 94403
           Attention: Richard L. Kuersteiner
           Tel. No. (650) 312-4525

       5.  D.C. Capital Advisors, Limited
           800 3rd Avenue, 40th Floor
           New York, New York 10022
           Attention: Douglas L. Dethy
           Tel. No. (212) 446-9330

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis. (Solutia Bankruptcy
News, Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SOUNDVIEW HOME: Fitch Puts Low-B Ratings on $32M Class B Certs.
---------------------------------------------------------------
Soundview asset-backed certificates, series 2005-A which closed on
June 23, 2005, is rated by Fitch Ratings:

     -- $418.6 million class A 'AAA';
     -- $30.5 million class M-1 'AA+';
     -- $28.2 million class M-2 'AA+';
     -- $18.2 million class M-3 'AA+';
     -- $17.2 million class M-4 'AA';
     -- $15.6 million class M-5 'AA';
     -- $15.6 million class M-6 'AA-';
     -- $13.9 million class M-7 'A+';
     -- $12.3 million class M-8 'A';
     -- $12 million class M-9 'A-';
     -- $11 million class M-10 'BBB+' (144A);
     -- $10.7 million class M-11 'BBB' (144A);
     -- $13.6 million class B-1 'BBB-' (144A);
     -- $11.3 million class B-2 'BB+' (144A);
     -- $11 million class B-3 'BB' (144A);
     -- $9.7 million class B-4 'BB-' (144A);

The 'AAA' rating on the senior certificates reflects the 40.45%
total credit enhancement provided by the 4.70% class M-1, the
4.35% class M-2, the 2.80% class M-3, the 2.65% class M-4, the
2.40% class M-5, the 2.40% class M-6, the 2.15% class M-7, the
1.90% class M-8, the 1.85% class M-9, the 1.70% class M-10, the
1.65% class M-11, the 2.10% class B-1, the 1.75% class B-2, the
1.70% class B-3, the 1.50% class B-4, and the 4.85% initial and
target overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses. In addition, the ratings reflect the quality of the
loans, the integrity of the transaction's legal structure as well
as the capabilities of Countrywide Home Loans Servicing, LP. And
GMAC Mortgage Corporation (both rated 'RPS1' by Fitch) as
servicers and Deutsche Bank National Trust Company, as trustee.

The mortgage pool consists of fixed-rate, second lien, fully
amortizing and balloon payment mortgage loans with a cut-off date
pool balance of $650,000,000.  The weighted average loan rate is
approximately 10.416%.  The weighted average remaining term to
maturity is 214 months.  The average principal balance of the
loans is $42,260.  The weighted average combined loan-to-value
ratio is 98.73% and the weighted average Fair, Isaac & Co. score
is 645.  The properties are primarily located in California
(30.90%), Florida (9.49%) and Texas (5.22%).

All of the mortgage loans were purchased by Financial Asset
Securities Corp., the depositor, from Greenwich Capital Financial
Products, Inc., who previously acquired the mortgage loans from
Countrywide Home Loans, Inc. (54.04%), Aames Capital Corporation
(20.88%), Fremont Investment & Loan (18.16%), Meritage Mortgage
Corporation (5.53%), E-Loan, Inc. (0.74%) and First National Bank
of Nevada (0.64%).


SOUTH DAKOTA: Wants to Hire Stuart Gerry as Bankruptcy Counsel
--------------------------------------------------------------
South Dakota Acceptance Corporation and its debtor-affiliate, Dan
Nelson Automotive Group, Inc., ask the U.S Bankruptcy Court for
District of South Dakota for permission to employ Stuart, Gerry &
Schlimgen, Prof. L.L.C. as their general bankruptcy counsel.

Stuart Gerry is expected to:

   a) advise the Debtors of their duties and responsibilities as
      debtors-in-possession in the continued operation and
      management of their businesses and property;

   b) assist the Debtors in preparing and filing their Schedules
      and Statements and other documents that the Court may
      require and assist in initiating or defending the Debtors
      from adversary proceedings and contested motions;

   c) assist the Debtors in the formulation of a chapter 11 plan
      and its accompanying disclosure statement and other related
      documents and in prosecuting the confirmation of that plan
      and approval of that disclosure statement; and

   d) perform all other legal services to the Debtors that are
      necessary and appropriate in their bankruptcy proceedings.

Clair R. Gerry, Esq., and Laura L. Kulm Ask, Esq., are the lead
attorneys for the Debtors.  Ms. Gerry charges $200 per hour, while
Ms. Ask charges $120 per hour.

Stuart Gerry had not yet submitted the amount of its retainer to
the Debtors when the Debtors filed their request with the Court to
employ the Firm

To the best of the Debtors' knowledge, Stuart Gerry is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Sioux Falls, South Dakota, South Dakota
Acceptance Corporation sells automobiles and assists in obtaining
automobile financing for higher risk clientele.  The Company and
its debtor-affiliate filed for chapter 11 protection on June 20,
2005 (Bankr. D.S.D. Case No. 05-40866).  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of $10 million to $50 million.


SPHERE DRAKE: Section 304 Petition Summary
------------------------------------------
Petitioner: Catherine Geraldine Regan
            Foreign Representative
            Company Secretary & General Counsel
            Sphere Drake Insurance Limited

Debtor: Sphere Drake Insurance Limited
        aka Odyssey Re (London) Limited
        Park Gate 161-163 Preston Road
        Brighton, East Sussex
        BN1 6AU ENGLAND

Case No.: 05-14610

Type of Business: Sphere Drake Insurance Limited's business
                  comprises policies, reinsurance, liabilities and
                  assets for Marine and Aviation Pool Business and
                  the Non-Marine Pool Business.  The Marine and
                  Aviation Pool Business and the Non-Marine Pool
                  Business consist of:

                  (a) direct insurance business where
                      policyholders are almost entirely U.S.
                      companies and reinsurance and retrocession
                      business where the policyholders are almost
                      entirely U.S. insurers and reinsurers; and

                  (b) reinsurance placed through brokers where
                      policyholders are London Market insurers and
                      reinsurers.

                  The U.K. Scheme provides for an expeditious
                  payment in full to all creditors covered by the
                  U.K. Scheme.  The High Court of England and
                  Wales, in London, England sanctioned the U.K.
                  Scheme on April 27, 2005, the U.K. Scheme became
                  effective on May 6, 2005.

                  The Scheme Business has been in solvent run-off
                  since 1968.  To shorten SDI's run-off period,
                  the U.K. Scheme, as an estimation scheme of
                  arrangement under which SDI's liabilities will
                  be valued as of Dec. 31, 2004, set on Sept. 5,
                  2005, at 5:00 p.m. (London time) as the Final
                  Claims Submission Date.

Section 304 Petition Date: June 24, 2005

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Petitioner's Counsel: Dina Gielchinsky, Esq.
                      Karen Ostad, Esq.
                      Lovells
                      900 Third Avenue, 16th Floor
                      New York, New York 10022
                      Tel: (212) 909-0600
                      Fax: (212) 909 0666

                           -- and --

                      Norman N. Kinel, Esq.
                      Jonathan F. Linker, Esq.
                      Dreier LLP
                      499 Park Avenue
                      New York, NY 10022
                      Tel: (212) 328-6100
                      Fax: (212) 328-6101

The Financial Condition of the Debtor is not known as of press
time.

Sphere Drake Insurance Limited's List of U.S. parties-in-interest
is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050420025337


SUPERIOR WHOLESALE: Fitch Puts BB+ Rating on $53M Class D Certs.
----------------------------------------------------------------
Fitch Ratings has rated Superior Wholesale Inventory Financing
Trust XII's floating-rate asset-backed term notes, series 2005-A:

     -- $1,250,000,000 class A 'AAA';
     -- $127,583,000 class B 'A';
     -- $53,160,000 class C 'BBB+';
     -- $53,160,000 class D 'BB+'.

Like prior SWIFT trusts, the securitization is backed by a pool of
loans made by General Motors Acceptance Corp. to retail automotive
dealers franchised by General Motors Corp. to finance new and used
vehicles inventories.

The class A, B, and C term notes are issued publicly, while the
class D notes and certificates are initially retained by the
seller.  The certificates are not rated. SWIFT XII also issues one
series of floating-rate asset-backed revolving notes (not rated by
Fitch) that have equal priority with class A term notes.  The
ratings on the notes are based on the quality of the underlying
pool of receivables, the strength of GMAC as originator and
servicer, available credit enhancement, sound legal and cash flow
structures including early amortization triggers, and dealer and
asset concentration limits.

Credit enhancement in SWIFT XI increased 100 basis points across
the capital structure, compared with the SWIFT XI transaction:

     -- 10.50% for the class A term notes;
     -- 7.50% for the class B term notes;
     -- 6.25% for the class C term notes;
     -- 5.00% for the class D term notes.

The reserve fund is fully funded at closing at 1.50%, up 100 bps
from SWIFT XI.  If certain MPR triggers are hit, the reserve fund
steps up 75 bps to 2.25% of the maximum pool balance, or an
additional 125 bps to 3.50% of the maximum pool balance.

Noteholders and certificate holders receive interest payments
monthly on the 15th day, commencing Aug. 15, 2005.  Following the
revolving period and a payment period of one to six months,
principal is expected to be paid in full on the June 2008
distribution date (the targeted final payment date for both the
term notes and the certificates) but no later than June 2010
(stated final distribution date).

Failure to pay each class of the 2005-A term notes in full by the
stated final distribution date will result in an event of default.
The certificates are subordinate to the four classes of term notes
and the revolving notes, and receive principal only after the
trust has paid or provided for in full each series of term notes
and the revolving notes.

Contrary to early amortization events where collections are
accumulated into cash accumulation accounts, rapid amortization
events result in principal collections and amounts on deposit in
cash accumulation accounts being passed through to the
bondholders, sequentially, on a monthly basis.  Rapid amortization
events include the insolvency of GM, GMAC, the seller or the
servicer, the trust or the seller being required to register as an
investment company, or the balances in the cash accumulation
reserve funds declining below their specified floors.

Fitch ran a variety of cash flow stresses to simulate the
performance impact of multiple dealer bankruptcies, a bankruptcy
of GM and GMAC, a servicing transfer, and other events that could
negatively affect sales and Sold Out of Trust frequency.  One of
the most severe 'AAA' runs reduced MPR more than 60% from current
levels, increased annualized defaults more than 15%, and dropped
the purchase rate to 0% throughout the payment period.

The class B notes were able to sustain an MPR reduction of 50%,
annualized defaults in excess of 13%, and no new receivable
purchases.  The class C notes absorbed a 45% drop in MPR,
annualized defaults of over 12%, and a 0% purchase rate.  Finally,
the class D notes survived an MPR reduction of 35%, annualized
defaults of 11%, and no new receivable purchases.  Under each
relevant scenario, full and timely payment of principal and
interest in accordance with the terms of the transaction's
documents were made on the notes.


SYL-SU REALTY: Case Summary & 18 Known Creditors
------------------------------------------------
Debtor: SYL-SU Realty, Inc.
        dba Horseheads Motel
        2671 Corning Road
        Horseheads, New York 14845

Bankruptcy Case No.: 05-23197

Type of Business: The Debtor operates a motel in Horseheads,
                  New York.

Chapter 11 Petition Date: June 23, 2005

Court: Western District of New York (Rochester)

Debtor's Counsel: David D. MacKnight, Esq.
                  Lacy Katzen LLP
                  130 East Main Street
                  Rochester, New York 14604
                  Tel: (585) 454-5650
                  Fax: (585) 454-6525

Total Assets:  $800,000

Total Debts: $1,247,202

Debtor's 18 Known Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Castro & Kardin                          Unknown
   444 Madison Avenue
   New York, NY

   Chemung County Treasurer                 Unknown
   320 East Market Street
   Elmira, NY 14901

   Finger Lakes HVAC&R                      Unknown
   3162 State Route 352, Suite 2
   Big Flats, NY 14814

   GE Capital                               Unknown
   P.O. Box 3083
   Cedar Rapids, IA 52406

   Harbachan Singh                          Unknown
   16015 Hillside Avenue
   Jamiaca, NY 11432

   Horseheads Motor Lodge, Inc.             Unknown
   c/o Sales Evans
   One West Church Street
   Elmira, NY 14902

   Howard Johnson                           Unknown
   One Pasapany
   Selyan, NJ

   Internal Revenue Service                 Unknown
   P.O. Box 266
   Niagara Square Station
   Bankruptcy Sub. Station, Room 22
   Buffalo, NY 14201

   John Walshe, Esq.                        Unknown
   60 East 42nd Street, Room 1201
   New York, NY 10165

   Kevin & Kevin Management                 Unknown
   2671 Corning Road
   Horseheads, NY 14845

   Magnuson Hotels                          Unknown
   605 East Holland, Suite 206
   Stoaane, WA 99218

   New York State Department of Labor       Unknown
   P.O. Box 4119
   Binghamton, NY 13902

   New York State Department of             Unknown
   Taxation & Finance
   Bankruptcy Unit
   P.O. Box 5300
   Albany, NY 12205

   NYSEG                                    Unknown
   One Corporate Drive
   Binghamton, NY 13904

   Praveen Saxema                           Unknown
   19 Parc Lane
   Hicksville, NY 11801

   Robert Matthews                          Unknown
   2671 Corning Road
   Horseheads, NY 14845

   Time Warner                              Unknown
   P.O. Box 4117
   Buffalo, NY 14240

   Viacom                                   Unknown
   P.O. Box 33074
   Newark, NJ 07188


TELVUE CORP: Majority Shareholder Agrees to Certain Concessions
---------------------------------------------------------------
At TelVue Corporation's (OTC Bulletin Board: TEVE) June 16, 2005,
Board of Directors meeting, the independent members of the Board
and H. F. (Gerry) Lenfest agreed to a series of transactions which
positively impact the Company's balance sheet.

First, the Board of Directors and Mr. Lenfest agreed to terminate
a Warrant Agreement between Mr. Lenfest and the Company.  Pursuant
to the Warrant Agreement, Mr. Lenfest had the right to purchase up
to 29,915,160 shares of the Company's Common Stock for $.01 per
share, the fair market value of the Common Stock on the grant
date.  The Warrant Agreement was entered into on March 15, 1991,
in connection with a prior line of credit to the Company provided
by Mr. Lenfest.  This transaction effectively reduces the number
of potential shares outstanding.

Second, Mr. Lenfest informed the Company of his intent to convert
all of his 3,518,694 shares of Redeemable Convertible Preferred
Stock, with a par value of $1 per share, into the Company's Common
Stock, with a par value of $0.01 per share.  Each share of
Preferred Stock is convertible into 6.667 shares of Common Stock.
As a result of the conversion, the Company will be required to
issue 23,459,133 shares of Common Stock to Mr. Lenfest.  Upon
Conversion of the Preferred Stock, Mr. Lenfest will own
approximately 77% of the Company's outstanding Common Stock on a
fully diluted basis, measured as of June 16, 2005.  Upon
conversion of the Preferred Stock, the Company's stockholders'
equity will be increased to include $3,518,694.

The Preferred Stock provides for a cumulative 6 percent semiannual
dividend.  The dividend was payable in cash or additional shares
of Preferred Stock at $1 per share, at the option of the Company.
The Company has accrued dividends on the Preferred Stock since the
beginning of 1998, but no dividends have been paid.  Mr. Lenfest
has agreed to relinquish his right to all accrued but unpaid
dividends attributable to the Preferred Stock and the $3,061,269
reflected on the balance sheet as accrued dividends will be
reversed and included in stockholders' equity as a decrease to the
Company's accumulated deficit.

Finally, the independent members of the Board of Directors and Mr.
Lenfest extended the maturity date of a promissory note in the
principal amount of $541,000 issued by the Company and currently
held by Mr. Lenfest to January 1, 2011.  The Note was originally
issued by the Company to Science Dynamics Corporation and was
payable December 31, 1996.  In January 1995, Mr. Lenfest purchased
the Note from Science Dynamics; and the maturity date had been
extended by the Company and Mr. Lenfest on a yearly basis.  The
Note is non-interest bearing.  As a result of this transaction,
the Note will be categorized as long-term debt as opposed to
current debt on the Company's balance sheet.

"The recent transactions between the Company and Mr. Lenfest
significantly improve our balance sheet," said Joseph M. Murphy,
President and CEO of TelVue Corporation.  "As we continue to build
our TVTN programming business, it is important to have an improved
financial foundation.  We thank Mr. Lenfest for his continued
support in our growth efforts."

TelVue Corporation, a Delaware corporation, was incorporated on
November 26, 1986.  Until December 30, 1988, TelVue was a wholly
owned subsidiary of Science Dynamics Corporation. On that date,
TelVue's shares of Common Stock were distributed to Science's
shareholders of record as of December 30, 1988, on the basis of
three shares of TelVue's Common Stock for each share of Science's
Common Stock then outstanding.

TelVue operated two business segments.  One segment is a marketing
and service company which sells automatic number identification
telecommunications services to the cable television industry for
the automated ordering of pay-per-view features and events.
TelVue has also developed and is marketing a new product and
service called the TelVue Virtual Television Networks.  The other
business segment operated under the name, Source Communications
Group, and functioned as a communications solution provider and
network integrator serving clients mainly in the Mid-Atlantic
States.  In the second quarter of 2004, TelVue made a decision to
discontinue the Source segment operations.

At Mar. 31, 2005, TelVue Corporation's balance sheet showed a
$5,620,077 stockholders' deficit, compared to a $5,301,857 deficit
at Dec. 31, 2004.


TEMBEC INC: Spruce Falls Unit Gets $190M Working Capital Loan
-------------------------------------------------------------
Tembec Inc. reported that its wholly owned subsidiary Spruce Falls
Inc. has put in place a new working capital loan facility with a
group of lenders effective June 29, 2005.  The Toronto-Dominion
Bank will act as administrative agent and TD Securities as Lead
Arranger and Book Manager for the syndicate of lenders.

The loan facility is a three-year committed revolving line of
$190 million and will help ensure that Tembec will continue to
have the financial resources and liquidity it requires.  The
syndicate includes several Canadian banks that have supported
Tembec in the past as well as a new lender from the US.  The new
facility replaces a $100 million operating line that had been
renewed annually since 2002.

Tembec Inc. -- http://www.tembec.com/-- is a leading integrated
forest products company well established in North America and
France, with sales of approximately $4 billion and some 11,000
employees. Tembec's common shares are listed on the Toronto Stock
Exchange under the symbol TBC.

                        *     *     *

As reported in the Troubled Company Reporter on May 5, 2005,
Standard & Poor's Ratings Services revised its outlook on pulp and
lumber producer Tembec Inc. and its subsidiary, Tembec Industries
Inc., to negative from stable following the release of the
company's second-quarter 2005 results.  At the same time, Standard
& Poor's affirmed its 'B' long-term corporate credit rating on
Tembec and its subsidiary.

"Liquidity is adequate, but Tembec's earnings and guidance for the
remainder of the year continue to be exceptionally weak," said
Standard & Poor's credit analyst Daniel Parker.  Excluding a
negative C$126 million seasonal change in working capital, Tembec
had negative free cash flow of about C$12 million in the quarter.
"We expect the working capital to turn positive in the next two
quarters and with more than C$225 million in current availability,
the company has enough liquidity to ride out multiple quarters of
weak cash generation.  We believe they will maintain full access
to their bank lines, as we do not expect them to have difficulty
complying with the covenants," Mr. Parker added.


THE COOPER: Moody's Affirms $750 Million Debts' Ba3 Rating
----------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family
(previously called the Sr. Implied), SGL-2 and other ratings of
The Cooper Companies, Inc., but changed the rating outlook to
negative from stable.  The outlook change is based on the fact
that Cooper's financial performance is below the expectations set
by Moody's in October 2004 when the rating agency evaluated the
forecast for the proposed combination of Ocular Science and
Cooper.

Ratings affirmed:

   * Corporate Family Rating -- Ba3

   * $275 Million 5 Year Senior Secured Revolving Credit
     Facility -- Ba3

   * $225 Million 5 Year Senior Secured Term Loan A -- Ba3

   * $250 Million 7 Year Senior Secured Term Loan B -- Ba3

   * Senior Unsecured Issuer Rating -- B1

   * Speculative Grade Liquidity Rating -- SGL-2

The change in the ratings outlook to negative from stable
primarily reflects Moody's concern that near term debt reduction
and free cash flow to debt metrics will remain behind targets set
when we assigned the ratings in October 2004.  For fiscal 2005,
Cooper currently anticipates free cash flow (defined as cash flow
from operations less capital expenditures) of about $40 million to
$50 million, which would be at least $20 million lower than what
we had conservatively projected at rating assignment.  In
addition, free cash flow will likely be minimal in the second half
of fiscal 2005 because of significant investments in manufacturing
lines (primarily for Ocular daily wear lenses), and should remain
modest or negative in the seasonally weak first quarter of fiscal
2006.

The affirmation of Moody's long term ratings reflects:

   * the healthy fundamentals of the global soft contact lens
     market;

   * the company's good competitive position as the global number
     three soft contact lens manufacturer;

   * its favorable product mix, which is weighted toward higher
     margin specialty lenses; and

   * its ample liquidity.

Factors affecting the rating include:

   * the company's high leverage resulting from the Ocular
     acquisition;

   * ongoing integration risk as partly highlighted by the recent
     reductions in sales guidance; and

   * the company's continued interest in acquisitions in the
     surgical business.

The ratings further reflect:

   * the highly competitive environment in the soft contact lens
     industry;

   * the company's limited size and financial resources relative
     to its larger competitors; and

   * its primary focus on a single line of business.

Moody's does not anticipate a significant debt reduction and
improvement in cash flow to debt metrics before the second half of
fiscal 2006.  For fiscal 2005, we currently expect Cooper to
achieve free cash flow plus 2/3rds rent to adjusted debt of about
6% (debt adjusted for operating leases and unfunded pensions).

Cooper's long term ratings could be downgraded if it becomes
apparent that the company will be unable to sufficiently improve
free cash flow, such that it can achieve free cash flow plus
2/3rds rent to adjusted debt of at least 10% on a sustainable
basis as it enters the second half of fiscal 2006.  Lower than
currently expected merger synergies, decelerating sales growth or
operating performance, or larger acquisitions that use up
financial flexibility or require a disproportionate amount of
management attention could also trigger a downgrade.

The affirmation of the SGL-2 liquidity rating reflects our
expectation that Cooper will maintain solid liquidity over the
next four quarters ending April 30, 2006, generating sufficient
cash flow from operations to fund capital expenditures, debt
service and common dividends.  However, as noted above, free cash
flow will remain minimal over the next three quarters and should
only recover beginning in the second quarter of fiscal 2006.

The SGL rating also takes into consideration the committed source
of external funding provided by a $275 million, 5 year revolving
credit facility that expires in January 2010.  As of April 30,
2005, the company had access to $143 million under its revolver
(after opened letters of credit), providing ample liquidity to
cover incremental cash needs.

Moody's expects the company to be in compliance with its covenants
over the next four fiscal quarters but notes that effective
availability could fall in the first quarter of 2006 because of a
step down in certain leverage covenants under its credit
agreement.  The financial covenants include maximum total
leverage, maximum senior leverage, minimum fixed charge coverage
and maximum debt to total capitalization ratios.

Cooper Companies, Inc., headquartered in Pleasanton, California,
manufactures and markets soft contact lenses worldwide.  The
company also manufactures:

   * diagnostic products,
   * surgical instruments, and
   * accessories for women's healthcare.

For the twelve months ended April 30, 2005, the company generated
approximately $624 million of revenues.


THERMA-WAVE: Delays Annual Report Filing Due to Material Weakness
-----------------------------------------------------------------
Therma-Wave, Inc. (NASDAQ:TWAV) disclosed that it will require
additional time to file its 2005 Annual Report on Form 10-K for
the year ended April 3, 2005.  The Company has filed a Form 12b-25
with the Securities & Exchange Commission, extending until July 5,
2005, the time to file its Form 10-K.

The delay in filing of the 10-K is a result of the Company needing
more time to finalize its financial statements and related
disclosures for inclusion in the Form 10-K and the assessment of
its internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act.  The Company continues to
dedicate significant resources to finalizing its financial
statements and its assessment of internal control over financial
reporting, and currently anticipates filing the Form 10-K on or
before the end of the extended deadline.  However, there could be
further delays if the Company is unable to complete its assessment
of the effectiveness of its internal controls by such time.

A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.  While
management's evaluation of internal control over financial
reporting has not yet been completed, the Company's management has
identified, as of June 17, 2005, two material weaknesses in the
Company's controls over the preparation, review and timely
analysis of the Company's consolidated financial statements in
connection with its financial close process.  Specifically:

     (1) inter-company accounts between the Company's U.S.
         operations and its branches and subsidiaries are not
         reconciled; and

     (2) the Company's customer service and support organization
         expense allocation between selling, general and
         administrative expense and cost of revenue is recorded in
         consolidation without supporting documentation for such
         entry.

Each of these control deficiencies could result in a misstatement
of account balances or disclosures that would result in a material
misstatement in the annual or interim financial statements that
would not be prevented or detected.  Accordingly, management has
determined that each of these control deficiencies constitutes a
material weakness.

As a result of the material weaknesses identified, the Company's
management will conclude, in "Management's Report on Internal
Control over Financial Reporting" in the Form 10-K, that the
Company's internal control over financial reporting was not
effective as of the end of the Company's fiscal year.  Also, as a
result of the material weaknesses, the report of the Company's
independent registered public accounting firm will contain an
adverse opinion with respect to the effectiveness of the Company's
internal control over financial reporting as of April 3, 2005.

The Company intends to disclose a more detailed description of
these material weaknesses, including its plan for remediation, in
the Form 10-K.  Since management has not completed its testing and
evaluation of the Company's internal control over financial
reporting and the control deficiencies identified to date, the
Company's management may ultimately identify additional control
deficiencies as being material weaknesses in "Management's Report
on Internal Control over Financial Reporting."

Since 1982, Therma-Wave, Inc. -- http://www.thermawave.com/-- has
been revolutionizing process control metrology systems through
innovative proprietary products and technologies.  The company is
a worldwide leader in the development, manufacture, marketing and
service of process control metrology systems used in the
manufacture of semiconductors.  Therma-Wave currently offers
leading-edge products to the semiconductor manufacturing industry
for the measurement of transparent and semi-transparent thin
films; for the measurement of critical dimensions and profile of
IC features; for the monitoring of ion implantation; and for the
integration of metrology into semiconductor processing systems.


TOYS 'R' US: 98% of Stockholders Approve Merger Agreement
---------------------------------------------------------
Toys "R" Us, Inc. (NYSE: TOY) reported that the stockholders of
the Company voted to adopt the merger agreement providing for the
acquisition of the Company by an investment group consisting of
entities advised by or affiliated with Bain Capital Partners LLC,
Kohlberg Kravis Roberts & Co., L.P. and Vornado Realty Trust
(NYSE: VNO) at a special meeting of the stockholders held today in
New York, NY.  Approximately 98% of stockholders present and
voting adopted the merger agreement.  The number of shares voting
to adopt the merger agreement represents approximately 61% of the
total number of shares outstanding and entitled to vote.

In addition, on June 22, 2005, the Court of Chancery in the State
of Delaware in and for New Castle County denied the request of the
Iron Workers of Western Pennsylvania Pension & Profit Plans and
Jolly Roger Fund LP for a preliminary injunction and delay of the
closing of the merger.

The proposed merger was announced on March 17, 2005 and is
expected to close by the end of July 2005, pending the
satisfaction or waiver of all the closing conditions set forth in
the merger agreement.  Under the terms of the merger agreement,
Company stockholders will receive $26.75 per share in cash,
without interest.

Toys "R" Us, Inc., is one of the leading specialty toy retailers
in the world.  It currently sells merchandise through more than
1,500 stores, including 680 toy stores in the U.S. and 608
international toy stores, including licensed and franchise stores
as well as through its Internet sites at http://www.toysrus.com/
and http://www.imaginarium.com/and http://www.sportsrus.com/
Babies "R" Us, a division of Toys "R" Us, Inc., is the largest
baby product specialty store chain in the world and a leader in
the juvenile industry, and sells merchandise through 219 stores in
the U.S. as well as on the Internet at http://www.babiesrus.com/

                        *     *     *

As reported in the Troubled Company Reporter on March 21, 2005,
Fitch Ratings believes that Toys 'R' Us, Inc., could be
downgraded, and possibly into the 'B' category, following the sale
of the company to a joint venture formed by affiliates of
Kohlberg Kravis Roberts & Co., Bain Capital Partners LLC, and
Vornado Realty Trust.

This investor group has agreed to acquire TOY for $6.6 billion and
assume TOY's debt, which totals approximately $2.3 billion.  TOY's
senior notes are currently rated 'BB' by Fitch and remain on
Rating Watch Negative, where they were placed in August 2004.  It
is currently expected that the acquisition will be financed with a
material debt component.  Vornado separately announced this
morning that it will be investing $450 million for a one-third
interest in the acquiring joint venture, implying a total equity
component of $1.35 billion.  This, in turn, implies a debt
component of the purchase price in excess of $5 billion.

This amount of debt would push TOY's adjusted debt/EBITDAR to
around nine times on a pro forma basis from around 5.0 times in
the twelve months ended Oct. 30, 2004.  It is possible that the
company will raise additional equity or engage in asset sales,
with the proceeds used to reduce acquisition debt.  Nonetheless,
the Rating Watch Negative status reflects the expectation that
without a significant equity component to the financing, a
downgrade of potentially several notches would likely be
warranted.  Fitch will base its final rating decision on an
assessment of the structure and financial profile of the acquiring
entity.  Fitch will also continue to evaluate trends in TOY's
operations, which remain pressured by competition from the
discounters and general weakness in toy retailing.


TRANSTECHNOLOGY CORP: March 31 Balance Sheet Upside-Down by $6.4MM
------------------------------------------------------------------
TransTechnology Corporation (OTC:TTLG) reported that fiscal
fourth-quarter 2005 sales of $15.9 million were up 3% from
$15.5 million in the fourth quarter a year ago.  Operating income
increased 13% to $2.8 million for the quarter from $2.5 million in
the prior-year period.

The net loss for the fourth quarter of fiscal 2005, which included
a $1.2 million pre-tax charge associated with the settlement of
the U.S. government's investigation of the Company's Breeze-
Eastern overhaul and repair operation, was $400,000 compared to a
net loss for the fourth quarter of fiscal 2004 of $100,000.

For the full fiscal year ended March 31, 2005, sales decreased 3%
to $62.9 million from $64.6 million in the prior fiscal year.

Interest expense, the largest non-operating expense, increased to
$10.5 million in fiscal 2005 from $10.4 million in fiscal 2004.
The net loss for fiscal 2005, after recognizing the fourth quarter
$1.2 million pre-tax charge resulting from the settlement of the
U.S. government's investigation of Breeze-Eastern's overhaul and
repair operation and a third quarter pre-tax charge of $2.2
million from charges related to the November refinancing of the
Company's debt, was $2.8 million.  For the prior fiscal year, the
Company reported net income of $1.7 million, which included a
$900,000 pre-tax gain, from the sale of the Company's remaining
19% interest in its UK operation.

"During the fourth quarter, our operations continued to show
improvement from early fiscal 2005, when the implementation of new
operating procedures and policies resulted in inefficiencies in
our overhaul and repair operation," Robert L. G. White, Chief
Executive Officer of the Company, said.  "Sales increased 3.0%
during the fourth quarter and operating income increased 13% as
compared to the fourth quarter of fiscal 2004.  Driving this
improvement was the continued expansion of our gross margin, which
improved for the third consecutive quarter to 47.3% from 41.8% in
the third quarter, 40.7% in the second quarter, and 40.1% in the
first quarter.  While our margin is heavily influenced by the mix
of products shipped during a period, we believe that our
manufacturing processes are improving and that a return to our
historical gross margins of 42-45% is achievable."

Mr. White said, "At the end of last year we identified the Chinese
market as one of the most important developing helicopter markets
in the world.  We were very pleased that during this fiscal year
we accomplished one of our long term objectives by becoming the
sole-source supplier of rescue hoists on the Chinese Z-9 and Z-11
helicopters.  We believe that this accomplishment positions us
well for further expansion and sales growth in the Chinese
market."

Mr. White continued, "Corporate office expenses for the fourth
quarter were $1.5 million, down slightly from the same period last
year.  Fourth quarter business unit general, administrative and
selling expenses increased $0.2 million from the prior year,
primarily due to expenses associated with the implementation of
our new enterprise resource planning (ERP) system.  For the full
fiscal year, expenses at the business unit level increased $1.8
million, which included $500,000 of pre-settlement costs
associated with the investigation, $600,000 of costs associated
with the implementation of our new ERP system and $500,000
associated with higher engineering development costs and changes
in operating procedures.  This was offset partially by corporate
office expenses which were down $700,000 million, primarily due to
the refinancing of the Company's debt."

Joseph F. Spanier, Vice President and Chief Financial Officer,
said, "It was very important to us to have completed the
refinancing of our former credit facility in November.  As a
result of this refinancing, we have lowered our current effective
interest rate to 14.4% from 19.5%.  Interest expense in the fourth
quarter of fiscal 2005 fell to $2.3 million from $2.7 million in
last year's fourth quarter.  While there appears to have been only
a small change in our interest expense, the amount of borrowings
outstanding are up slightly from last year's fourth quarter and
interest rates are more than 100 basis points higher than last
year as the result of increases in rates by the Federal Reserve.
We do expect fiscal 2006's interest expense to be less than that
of fiscal 2005, although such reductions will continue to be
subject to future changes in the Prime Rate.  As a result of the
refinancing, in the third quarter we recognized a $2.2 million
pre-tax charge associated with the termination of the old credit
facility and we incurred approximately $2.2 million of capitalized
costs relative to the new facility, which are being amortized over
the forty-two month life of the new facility.  We finished fiscal
2005 with a current ratio of 2.3 compared to last year's 2.6, and
we had $16.8 million of working capital at year end, down from
$22.2 million a year ago and $18.9 million at the end of the third
quarter.  We recognize that our effective interest rate is heavily
weighed by the 21.75% rate on our $9.1 million Term Loan C, and we
will focus on refinancing this piece of debt during fiscal 2006,
which presents us the opportunity for continued improvements in
our cost structure and profitability.

                   Restatement of Financials

During the completion of the Company's audit for fiscal 2005, the
Company determined that its statement of cash flows for fiscal
2003 incorrectly reported the refinancing of its debt in that
period.  As a result, the Company's Form 10-K for fiscal 2005 will
include a restatement of the statement of cash flows for 2003.
The primary impact of the restatement is to increase net cash
provided by operating activities by $2.2 million and increase the
amount of net cash used in financing activities by the same
amount.  A similar reclassification for $700,000 will be reflected
in the fiscal 2005 Form 10-K to correct the amounts reported in
the Form 10-Q for the third quarter ended December 26, 2004 and
will have the effect of reducing the net cash provided by
operating activities and net cash used in financing activities by
the same amount. These restatements have no impact upon the
statement of operations, balance sheet, or any earnings per share
amounts reported for any period.

        Resolution of U.S. Attorney's Office Investigation

As previously reported, the Company was advised in March by the
United States Attorney's Office in Newark that, after reviewing
the matter of its investigation of the Company's overhaul and
repair operation, it will not be proceeding with any criminal
investigation or charges against the Company or its Breeze-Eastern
division.  Earlier this month the Company reported that it had
reached an agreement in principle with the Department of Justice
relative to any civil and contractual issues in which the Company
agreed to pay the government $1,000,000 in cash over a fifteen
month period and to rebuild, at no cost to the government, several
pieces of equipment that had been disassembled during the
government's investigative process.  As a result of this
settlement, the Company reported a $1.2 million pre-tax charge in
the fourth quarter of fiscal 2005.

TransTechnology Corporation -- http://www.transtechnology.com/--  
operating as Breeze-Eastern -- http://www.breeze-eastern.com/--  
designs and manufactures sophisticated lifting devices for
military and civilian aircraft, including rescue hoists, cargo
hooks, and weapons-lifting systems.  The company, which employs
approximately 180 people at its facility in Union, New Jersey,
reported sales from continuing operations of $64.6 million in the
fiscal year ended March 31, 2004.

At March 31, 2005, TransTechnology Corporation's balance sheet
showed a $6,359,000 stockholders' deficit, compared to a
$3,787,000 deficit at March 31, 2004.


UNITED SUBCONTRACTOR: S&P Rates $305 Million Bank Loans at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Minneapolis, Minnesota-based United
Subcontractors Inc, an installer of insulation.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and '4' recovery rating to the company's proposed $40
million secured revolving credit facility due in 2011 and to its
$265 million secured term loan B due in 2012.  The bank loan
rating and the '4' recovery rating indicate our view that recovery
for first-lien lenders would be marginal (25%-50%).  The outlook
is stable.  The bank loan and recovery ratings are based on
preliminary terms and conditions.  The ratings on the existing
bank debt will be withdrawn when the proposed deal closes.

Proceeds from the facilities, along with $12 million of cash, will
be used to purchase shell contractor Construction Services &
Consultants Inc. for $43 million (excluding potential future earn-
out payments), refinance United Subcontractor's existing debt of
$214 million, and pay a $20 million dividend to shareholders.

"The ratings on USI reflect the company's modest revenue base and
relatively narrow product focus within cyclical end markets, its
high supplier concentration risk, some geographic concentration,
and a highly leveraged financial profile," said Standard & Poor's
credit analyst Lisa Wright.  These risks are tempered by healthy
operating margins, a variable cost structure, fairly good
prospects for residential construction and insulation demand, and
favorable competitive dynamics within this segment.

Privately held USI was formed in 1998 through the merger of 16
leading regional insulation installers and has grown via numerous
small acquisitions.  The company's primary line of business is the
installation of insulation, a service primarily sold to local,
regional, and national homebuilders.  Together, the three largest
insulation installers in the U.S., including USI, have about a 60%
share of the $3.3 billion market, with the leader, Masco Corp.
(BBB+/Stable/--), accounting for approximately 50%.  USI's
meaningful size allows it to negotiate purchasing discounts and
makes it less likely to experience shortages than its smaller
competitors.

With the acquisition of CSCI, insulation installation will account
for about 60% of pro forma sales.  One of USI's key considerations
for the acquisition was to expand its breadth of offerings with
CSCI's shell contracting services while becoming a more integral
part of the homebuilders' construction process.  Homebuilders are
increasingly looking to outsource construction while concurrently
looking to shorten construction times.  Shell contracting
services, which include foundation, exterior wall, wood flooring,
and roof truss construction, will now constitute about 25% of
USI's sales.

However, compared to insulation installation, shell contracting is
a more complicated business that involves the coordination of many
different trades.  In addition, homebuilders pay relatively low
fees for shell contracting than they do for insulation
installation, plumbing, or other later-stage construction
services.


USEC INC: Moody's Downgrades Sr. Unsec. Debt Rating to B2 from Ba3
------------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
rating of USEC Inc. to B2 from Ba3.  In a related rating action,
Moody's downgraded the Corporate Family Rating (previously known
as the Senior Implied) to B1 from Ba2.

The ratings downgrade is due to:

   1) Moody's expectation that earnings and cash generation from
      the company's core enrichment operation will remain
      constrained over the near to intermediate term;

   2) the exposure to potentially higher energy costs as a major
      fixed price power purchase agreement expires in 2006;

   3) uncertainty over plans for refinancing existing bank
      facilities and for debt maturing in January 2006;

   4) risks and uncertainty associated with the company's plans to
      build the American Centrifuge project, estimated to cost at
      least $1.5 billion; and

   5) a very high dividend payout in comparison to earnings and
      cash generation. The outlook is stable

Ratings downgraded are:

   * USEC Inc. Corporate Family Rating: to B1 from Ba2, Senior
     Unsecured Notes to B2 from Ba3

The B1 Corporate Family Rating considers that USEC will continue
to be challenged in the level of earnings it can generate
reflective of its higher cost production process and the ongoing
expenditures for the American Centrifuge.  Additional factors
considered in the B1 rating include the weak debt protection
metrics based on EBIT and EBITDA measurements, the construction
and financing risk related to commercial development of American
Centrifuge and the level of dividends paid given financing
requirements and debt maturities over the next several years.

The rating is supported by:

   * USEC's position in both the domestic and global uranium
     enrichment market (51% and 28% market share respectively);

   * its position as the exclusive agent for the United States
     under the Megatons to Megawatts program with Russia;

   * the improved price fundamentals in the SWU market, which
     should help boost average portfolio realizations going
     forward; and

   * the company's cash generating ability.

However, Moody's notes that an important proportion of operating
cash flow generated is derived from the sales from inventory of
uranium transferred to the company from DOE at the time of USEC's
privatization and that such inventory is mostly exhausted by the
end of 2007.  While USEC can supplement its uranium inventory by
underfeeding, this is dependent upon the differential between
uranium prices and electricity prices, which may not always be
economic.  As such, Moody's views this as a potential enhancement
to revenue and ultimately cash flow but not an assured earnings or
cash flow source.

The stable outlook reflects Moody's expectations that the company
will continue to improve its price realizations as SWU contracts
are renewed at or entered into at higher market prices and will
continue to focus on cash preservation given its funding
requirements over the next 2 years.  The outlook also assumes that
the company will be able to complete the renewal of its bank
facility by the September 2005 expiry date.

Ratings could be upgraded should the company reduce the level of
debt employed, given its earnings constriction, and maintain
leverage, as measured by the debt/EBITDA ratio, of no more than
3.5x.  However, Moody's does not anticipate any positive movement
in the ratings or outlook until after the company has detailed a
specific workable plan for financing the American Centrifuge
project.  The outlook or rating could be adversely impacted should
USEC incur further debt to fund the American Centrifuge plant
construction or experience further margin squeeze from increased
costs, particularly given its sensitivity to energy prices and the
May 2006 expiry of its fixed price power purchase agreement with
TVA.

Although USEC benefits from a solid customer base and market
position, its performance over a number of years has been
negatively impacted by compressed revenues due to depressed SWU
prices and increasing costs due to its use of the gaseous
diffusion process, an energy intensive production process.  Energy
costs in recent years have run at the $300 million level.  In
order to regain a more competitive footing and lower cost
production process, which is expected to enhance the level of
earnings that can be achieved, USEC is working to replace its
gaseous diffusion process with centrifuge technology and is
currently doing testing of centrifuges at its Oak Ridge facility.
Construction on a plant for commercial production would begin in
2007 with an initial production capacity of 3.5 million SWU being
reached by 2010.  Estimated capital costs are in the $1.5 billion
range.  While Moody's acknowledges that all milestones to date
have been met and operations of the demonstration plant are
anticipated to begin in late 2005 on the ability of the
centrifuges through the Lead Cascade to produce enriched uranium,
Moody's believe that the construction and start-up risks remain
important considerations in USEC's rating,

The B2 rating on the senior unsecured notes reflects the
structural subordination of their position in the capital
structure to the asset backed bank credit facility, which expires
in September 2005.  This facility is at the operating company
level, United States Enrichment Corporation, is guaranteed by USEC
and is secured by receivables and inventory as well as certain
other assets.

Headquartered in Bethesda, Maryland, USEC had revenues of $1.4
billion in 2004.


WASTE CONNECTIONS: Good Credit Measures Cue S&P's Positive Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Waste
Connections Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its existing ratings, including the
'BB+' corporate credit rating, on the company.  Folsom,
California-based Waste Connections had total debt outstanding of
about $509 million at March 31, 2005.

The outlook revision incorporates the trend of improving credit
measures over the past year.  The redemption of the company's $150
million convertible subordinated notes in April 2004 accelerated
improvement in the capital structure.  Credit protection measures
have since remained at levels well above expectations for the
rating with funds from operations to total debt (adjusted for
capitalized operating leases) at about 32% for the 12 months ended
March 31, 2005.

"Although free cash generation is expected to be used for share
repurchases and acquisition-driven growth in 2005 and onwards,
earnings growth should allow credit measures to remain at levels
sufficient to potentially support an upgrade to investment-grade
within the next two years," said Standard & Poor's credit analyst
Liley Mehta.

The ratings on Waste Connections are based on its:

    * satisfactory business position as a major regional solid
      waste management company,

    * efficient operations, and

    * generally favorable industry characteristics.

These factors are partially offset by its:

    * aggressive debt leverage, and
    * risks associated with an active growth strategy.

With annual revenues of $646 million, Waste Connections provides
collection, recycling, transfer, and disposal services in
secondary (nonurban) markets, primarily in the western and
southeastern U.S.  The company serves more than one million
residential, commercial, and industrial customers in 23 states.
Waste Connections' demonstrated operating strength benefits from
its unique business strategy, including a focus on secondary
markets, and significant operations under exclusive franchisee
contracts.


WILLIAMS SCOTSMAN: Launches Tender Offer for 9-7/8% Senior Notes
----------------------------------------------------------------
Williams Scotsman, Inc., has commenced a tender offer and consent
solicitation for any and all of its outstanding 9-7/8% Senior
Notes due 2007 and for any and all of its outstanding 10% Senior
Secured Notes due 2008.  The total consideration in connection
with the offers is $1,005.00 per $1,000 principal amount for the
9-7/8% Notes and $1,105.13 per $1,000 principal amount for the 10%
Notes, plus, in each case, accrued and unpaid interest to, but not
including, the applicable payment date.  As of June 23, 2005,
$550 million principal amount of the 9-7/8% Notes are outstanding
and $150 million principal amount of the 10% Notes are
outstanding.  The terms and conditions of the tender offer are set
forth in an Offer to Purchase and Consent Solicitation Statement
dated June 23, 2005.

The total consideration for the 9-7/8% Notes was determined by
adding 50 basis points to the current redemption price for the
9-/8% Notes, which is 100% of their principal amount.  The total
consideration for the 10% Notes was determined by assuming that
35% of the 10% Notes were redeemed at the "equity clawback"
redemption price of 110% of their principal amount and that the
remainder were repurchased at 100% of their principal amount plus
a make-whole premium based on the yield of a U.S. treasury
security maturing on or near the first redemption date for such
notes (which is Aug. 15, 2006) plus 50 basis points.

In conjunction with the tender offers, the company is soliciting
the consent of holders of Notes to eliminate substantially all of
the restrictive covenants and certain events of default under the
indentures for the Notes.

The consent payment of $20.00 per $1,000 principal amount of the
9-7/8% Notes and the consent payment of $20.00 per $1,000
principal amount of the 10% Notes will be paid only for the Notes
validly tendered and not withdrawn prior to the Consent Date,
which will be 5:00 p.m., New York City time, on July 7, 2005,
unless extended.  Holders who tender their Notes into the tender
offer after the Consent Date will receive the total consideration
described above less the consent payment amount, which would be
$985.00 per $1,000 principal amount of the 9-7/8% Notes and
$1,085.13 per $1,000 principal amount of the 10% Notes.

The tender offers commenced June 23 will expire at 5:00 P.M., New
York City time, on Aug. 2, 2005, unless extended.  Closing of the
tender offers is subject to:

     (i) the company having available funds sufficient to pay the
         total consideration with respect to all Notes tendered
         from the proceeds of the initial public offering of the
         common stock of Williams Scotsman International, Inc.,
         the parent of the company, a new notes offering of the
         company and/or the borrowings under its credit facility;

    (ii) the tender of a majority in principal amount of each
         class of Notes by the holders;

   (iii) the execution of supplemental indentures relating to the
         indentures that govern the Notes; and (iv) certain other
         customary conditions.

Deutsche Bank Securities Inc. is the Dealer Manager and
Solicitation Agent for the tender offers and consent solicitation.
Questions concerning the tender offers or consent solicitation may
be directed to Alexandra Barth, Deutsche Bank Securities Inc.
collect, at (212) 250-5655.  The Information Agent is MacKenzie
Partners, Inc. Copies of documents may be obtained from MacKenzie
Partners, Inc., at (212) 929-5500 (collect) or toll-free at (800)
322-2885.

This news release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes.  The offer is being
made only by reference to the Offer to Purchase and Consent
Solicitation Statement and related applicable Consent and Letter
of Transmittal dated June 23, 2005.

Williams Scotsman, Inc., headquartered in Baltimore, Maryland, is
a provider of modular space solutions for the construction,
education, commercial and industrial, and government markets.  The
company serves over 25,000 customers, operating a fleet of
approximately 96,000 modular space and portable storage units that
are leased through a network of 85 branches.  Williams Scotsman
provides delivery, installation, and other services to its leasing
customers, and sells new and used modular space products and
services.

                        *     *     *

As reported in the Troubled Company Reporter on May 19, 2005,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and a recovery rating of '1' to Williams Scotsman Inc.'s
proposed five-year, $650 million secured bank facility, based on
preliminary terms and conditions.  This senior secured rating is
also placed on CreditWatch with positive implications.  When the
terms of the bank facility are finalized and the existing facility
is redeemed, Standard & Poor's will withdraw its ratings on the
company's existing credit facility.

Standard & Poor's ratings on the Baltimore, Maryland-based mobile
storage and modular building lessor, including the 'B' corporate
credit rating, remain on CreditWatch with positive implications,
where they were placed on May 2, 2005.  The CreditWatch placement
followed the S-1 filing by parent company Scotsman Holdings Inc.
for an IPO of up to $250 million.  The proceeds from the IPO,
along with a new unsecured debt offering and $650 million bank
facility, is expected to be used to redeem the company's
outstanding notes and borrowings under its existing bank
agreement.  At March 31, 2005, the company had approximately $1.0
billion in lease-adjusted debt outstanding.

"Ratings on Williams Scotsman Inc. reflect its weak financial
profile, substantial debt burden, and concerns regarding potential
covenant violations on the existing credit facility," said
Standard & Poor's credit analyst Kenneth L. Farer.  Positive
credit factors include the company's large (approximately 25%)
market share of the modular space leasing market and fairly stable
cash flow despite weak earnings.


WINN-DIXIE: Court Okays Deloitte Consulting as Consultants
----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the Middle
District of Florida to employ Deloitte Consulting LLP, nunc pro
tunc to May 16, 2005, to provide in-store operational consulting
services.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, relates that improving in-store operations is a vital
component of the Debtors' ongoing efforts to enhance their
business performance.  To further these efforts, the Debtors
intend to pursue operational incentives related to direct to
store delivery and store ordering practices.  The DSD Initiatives
are intended to increase sales through better in-stock
conditions, reduce labor costs through higher stocking
productivity, and reduce non-productive backroom inventory.

The Debtors also intend to pursue operational initiatives related
to improving in-store cash office and other front end practices.
The Front End Initiatives are intended to increase the
profitability of the Debtors' stores through improved
utilization, higher service expectations, improved management
processes, and increased productivity.

The Debtors believe that, if properly developed and successfully
implemented, the Initiatives will significantly enhance their in-
store performance and, by extension, their overall business.

As consultants, Deloitte will assist the Debtors in developing
and implementing the Initiatives.  Specifically, Deloitte will:

   (1) DSD Initiatives:

       a. assist in the development of an improved
          backroom/stocking package;

       b. jointly developed the backroom/stocking package
          implementation plan;

       c. assist with the development of related training package
          content;

       d. assist with the selection of stores for the initial
          pilot and subsequent roll-out waves;

       e. assist with store employee and Winn-Dixie district
          training coordinators training;

       f. assist with the implementation of new direct store
          delivery and ordering processes in stores;

       g. assist with design of performance management reporting
          and follow-up processes;

       h. assist with design and implementation of shrink
          reduction activities;

       i. assist with development of store compliance
          certification process;

       j. assist with assessment and refinement of program
          initiatives based on district pilot; and

       k. assist with chain-wide implementation of DSD
          Initiatives.

   (2) Front End Initiatives:

       a. assist with the development of expected services and
          process changes;

       b. assist with the development of refinements to front end
          resource scheduling;

       c. assist with redesign of cash office procedures;

       d. assist with the development of revisions to the cashier
          counseling process;

       e. assist with development and conduct training;

       f. assist with implementation or process changes in
          stores;

       g. assist with design of exception reporting and follow up
          activities; and

       h. assist with design of program refinements and
          enhancements.

The Debtors believe that employing Deloitte is critical to the
successful development and implementation of the Initiatives.
Mr. Baker reports that the operational improvement opportunities
that the Initiatives are intended to exploit were identified by
Deloitte during a separate engagement in November 2004.  Thus,
Deloitte is uniquely positioned to develop and assist in
implementing the Initiatives.  Moreover, Deloitte has the
necessary expertise to assist the Debtors in developing and
implementing the Initiatives.  Deloitte has a strong record of
helping the Debtors improve their in-store operations during past
engagements, and has become familiar with those operations.  In
addition, Deloitte's professionals have experience in assisting
over 30 grocery chains with respect to direct store delivery and
front end operations.

The Debtors will pay Deloitte pursuant to these current hourly
rates:

        Designation                      Hourly Rate
        -----------                      -----------
        Principals and Directors         $475 to $530
        Senior Managers                  $400 to $425
        Managers                         $360 to $380
        Senior Consultants               $280 to $295
        Staff Consultants                $175 to $210

Deloitte has estimated that professional fees will be $3 million
based on the work-plan that has been agreed upon with the
Debtors.

The Court rules that payments to Deloitte should not exceed
$3,375,000 for fees on a time and materials basis.

As of the Petition Date, the Debtors owe Deloitte $209,411.
Subsequent to the Petition Date but before May 16, 2005, Deloitte
provided services to the Debtors totaling $95,842 and incurred
$18,003 in expenses, each in support of certain initiatives
relating to the Debtors' perishable trading network.  Deloitte
has indicated that it will not seek any recovery with respect to
these amounts.

Anthony D. Forcum, a member of Deloitte, tells Judge Funk that
the firm does not hold or represent any interest adverse to the
Debtors.  "I believe that Deloitte Consulting and the Deloitte
Consulting Principals/Directors are 'disinterested persons' as
that term is defined in Section 101(14) of the Bankruptcy Code,"
Mr. Forcum says.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Wants to Reject Madison Grocery Store Lease
-------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates want to walk
away from a non-residential real property lease dated April 16,
1992, with American KB Properties I Limited Partnership, effective
as of the earlier of:

   (a) October 1, 2005; and

   (b) the date on which the Debtors surrender possession of the
       premises by providing written notice to KB.

The Lease relates to one of the Debtors' grocery stores in
Madison, North Carolina.  The Debtors have determined that the
Lease is neither essential nor profitable.

As part of their restructuring plans, the Debtors sought to sell,
sublet, negotiate buyouts with landlords, or otherwise reduce or
eliminate their liability under certain leases, including this
one.  After marketing the Lease, the Debtors have determined that
they are unable to sell, sublet, negotiate acceptable buyouts
with KB, or otherwise reduce or eliminate their liability under
the Lease.

Rejecting the Lease will save the Debtors' estates $25,625 per
month, plus costs for administrative expenses including rent,
taxes, insurance premiums, and other charges under the Lease.

To the extent that any personal property remains in the premises
on the Effective Date, the Debtors believe it will be of little
or no value to their estates.  Accordingly, the Debtors ask the
U.S. Bankruptcy Court for the Middle District of Florida to deem
any of their interest in any personal property abandoned pursuant
to Section 554(a) of the Bankruptcy Code.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Wants to Reject Pewter Partner Agreement
----------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject a Pewter Partner Agreement with Buccaneers Limited
Partnership, effective as of June 30, 2005.  Pursuant to the
Contract, Winn-Dixie Stores, Inc., is a sponsor of the Tampa Bay
Buccaneers NFL football team.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, tells the Court that the cost to the
Debtors of continuing to perform for the remaining term of the
Contract is estimated at over $12 million.  By rejecting the
Contract, the Debtors will avoid unnecessary expense and
burdensome obligations that provide no tangible benefit to the
Debtors' estates or creditors, Ms. Jackson says.

To the extent that Buccaneers Limited Partnership asserts
rejection damages as a result of the rejection, the Debtors ask
the Court to set the deadline for filing rejection damage claims
as the later of 30 days after the date of entry of the order
approving the request or the August 1, 2005 bar date for filing
proofs of claim.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WISTON XIV: Sapient Capital Opposes Amended Request for DIP Loan
----------------------------------------------------------------
Sapient Capital, LLC, a secured creditor of Wiston XIV Limited
Partnership filed an objection on June 17, 2005, with the U.S.
Bankruptcy Court for the District of Nebraska to the Debtor's
amended and restated request for authority to secure post-petition
financing from Hillcrest Bank.

Sapient Capital is the holder of a claim amounting to
approximately $11,100,000, which is secured by a first and
perfected security interest and lien in all of the Debtor's
assets.

                    Wiston XIV's Requests to
                 Secure Post-Petition Financing

The Debtor owns and operates Candletree Apartments, a 408-unit
apartment complex located at 10535 Ellison Plaza in Omaha,
Nebraska.  The Debtor says it will use the proceeds of the DIP
loan to repair and renovate the damaged units of that apartment
complex.

The Debtor filed its first request to secure $1,500,000 of post-
petition financing from Candletree Partners Limited with the
Bankruptcy Court on March 29, 2005.  On May 16, 2005, the Court
denied the Debtor's request, citing lack of information and the
dispute over whether the amount being borrowed is sufficient for
the renovation as based on an objection filed by Sapient Capital
on April 11, 2005.

The Debtor filed an amended and restated request on June 8, 2005,
to secure $1,500,000 of post-petition financing from Hillcrest
Bank.  The Debtor's amended request has substantially the same
terms as contained in the Debtor's first request.

               Sapient Capital's Second Objection

In its latest objection to the Debtor's amended request to obtain
post-petition financing, Sapient cited that its interests will not
be adequately protected if Hillcrest Bank is granted a security
interest that is superior to Sapient's security interest.  Sapient
tells the Court that according to the Debtor's Schedules, its
assets amount to $10,354,295 but it has no equity in those assets.

Furthermore, the Debtor does not provide adequate and accurate
information in its amended request as to how the renovations for
the apartment complex that will be funded by the proposed
financing will affect the value of the property, and Sapient
believes that any value added by the renovations will not be
sufficient to adequately protect its interests.

While Sapient agrees that there is a need to address the damaged
units of the apartment complex, there is a substantial amount of
deferred maintenance on the Debtor's property that also needs to
be addressed.  As a result, repairing the damaged units without
addressing the deferred maintenance issues will not increase the
value of the property to the extent suggested by the Debtor, and
placing the additional debt ahead of Sapient's lien will result in
a lack of adequate protection of its interest in its cash
collateral.

Sapient believes that based on these reasons, the Court should
deny the Debtor's latest request to obtain post-petition
financing.

Headquartered in Stilwell, Kansas, Wiston XIV Limited Partnership
filed for chapter 11 protection on Jan. 5, 2005 (Bankr. D. Nebr.
Case No. 05-80037).  Robert V. Ginn, Esq., at Brashear & Ginn,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $10 million and $50 million and estimated debts
from $10 million to $50 million.


YUKOS OIL: Manager of Yukos Unit Detained by Russian Authorities
----------------------------------------------------------------
It has come to YUKOS Oil Company's attention that Antonio Valdes
Garcia, former general manager of Fargoil, a wholly owned
subsidiary of YUKOS Oil Company, has been detained and is being
interrogated in Moscow by the General Prosecutor's Office of the
Russian Federation.

This follows the most recent allegations from the Russian tax
authorities and the General Prosecutor's Office against YUKOS that
Fargoil and Ratibor, two YUKOS associated trading companies
consolidated in YUKOS' US GAAP consolidated financial statements,
are under investigation for inappropriate distribution of funds.
YUKOS strongly asserts that those allegations are completely
unfounded.

At the root of these allegations and those previously disputed by
YUKOS is a lack of understanding or the unwillingness of the
Russian tax authorities to comprehend consolidated accounting.
YUKOS has followed US generally accepted accounting principles, US
GAAP, since 1999 and has openly operated this system consistently
for over five years.  Under these GAAP principles, YUKOS accounts
have been audited by independent auditors PricewaterhouseCoopers,
the results of which have been made available in Russia and to all
of the company's approximately 60,000 domestic and international
shareholders.

Antonio Valdez Garcia, a native Russian, was general manager of
the subsidiary company until 2004.  The Company is anxious for
his health and well being and remains aware of the tremendous
stress he must be experiencing during his forced incarceration.

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)


* Marshall & Stevens Adds Alfred King & Robert Kleeman to Firm
--------------------------------------------------------------
Mark Santarsiero, president of Marshall & Stevens, disclosed 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, Mr. 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.

Mr. 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, Mr. 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).  Mr.
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,
Calif., Marshall & Stevens has offices in Atlanta, Chicago,
Denver, Houston, New York, Philadelphia, San Francisco, St. Louis,
and Tampa.


* 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.


* BOND PRICING: For the week of June 20 - June 24, 2005
-------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AAIPharma Inc.                        11.000%  04/01/10    49
ABC Rail Product                      10.500%  01/15/04     0
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     5
Adelphia Comm.                         6.000%  02/15/06     5
Aetna Industries                      11.875%  10/01/06     7
Allegiance Tel.                       11.750%  02/15/08    28
Allegiance Tel.                       12.875%  05/15/08     1
Allied Holdings                        8.625%  10/01/07    47
Amer. Color Graph.                    10.000%  06/15/10    72
Amer. Restaurant                      11.500%  11/01/06    65
Amer. Tissue Inc.                     12.500%  07/15/06     2
American Airline                       7.377%  05/23/19    70
American Airline                       7.379%  05/23/16    71
American Airline                      10.180%  01/02/13    71
American Airline                      10.600%  03/04/09    66
American Airline                      10.680%  03/04/13    65
AMR Corp.                              9.200%  01/30/12    70
AMR Corp.                              9.750%  08/15/21    70
AMR Corp.                              9.800%  10/01/21    66
AMR Corp.                              9.880%  06/15/20    74
AMR Corp.                             10.000%  04/15/21    74
AMR Corp.                             10.125%  06/01/21    68
AMR Corp.                             10.200%  03/15/20    66
AMR Corp.                             10.400%  03/15/11    62
AMR Corp.                             10.450%  11/15/11    63
Anchor Glass                          11.000%  02/15/13    74
Anvil Knitwear                        10.875%  03/15/07    58
Apple South Inc.                       9.750%  06/01/06    10
Archibald Candy                       10.000%  11/01/07     2
Armstrong World                        6.500%  08/15/05    75
AT Home Corp.                          0.525%  12/28/18     7
AT Home Corp.                          4.750%  12/15/06    32
ATA Holdings                          12.125%  06/15/10    21
ATA Holdings                          13.000%  02/01/09    40
Atlantic Coast                         6.000%  02/15/34    16
Atlas Air Inc.                         8.770%  01/02/11    29
Autocam Corp.                         10.875%  06/15/14    71
B&G Foods Holding                     12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99    10
Bank New England                       9.500%  02/15/96     9
BBN Corp.                              6.000%  04/01/12     0
Broadband Tech.                        5.000%  05/15/01     0
Burlington Northern                    3.200%  01/01/45    63
Burlington Inds.                       7.250%  08/01/27     4
Calpine Corp.                          4.750%  11/15/23    75
Calpine Corp.                          7.750%  04/15/09    67
Calpine Corp.                          7.875%  04/01/08    67
Calpine Corp.                          8.500%  02/15/11    68
Calpine Corp.                          8.625%  08/15/10    67
Calpine Corp.                          8.750%  07/15/13    73
Charter Comm Hld.                      8.625%  04/01/09    75
Charter Comm Hld.                      9.625%  11/15/09    75
Charter Comm Hld.                     10.000%  05/15/11    73
Charter Comm Hld.                     10.250%  01/15/10    74
Charter Comm Hld.                     11.125%  01/15/11    74
Charter Comm Inc.                      5.875%  11/16/09    65
Ciphergen                              4.500%  09/01/08    72
Coeur D'Alene                          1.250%  01/15/24    72
Collins & Aikman                      10.750%  12/31/11    41
Color Tile Inc.                       10.750%  12/15/01     0
Comcast Corp.                          2.000%  10/15/29    43
Comdisco Inc.                          7.230%  08/16/01     0
Comprehens Care                        7.500%  04/15/10     0
Covad Communication                    3.000%  03/15/24    70
Covanta Energy                         7.500%  03/15/12    69
Cray Research                          6.125%  02/01/11    51
Curagen Corp.                          4.000%  02/15/11    72
Curagen Corp.                          4.000%  02/15/11    69
Delta Air Lines                        2.875%  02/18/24    31
Delta Air Lines                        7.299%  09/18/06    56
Delta Air Lines                        7.711%  09/18/11    51
Delta Air Lines                        7.779%  01/02/12    57
Delta Air Lines                        7.900%  12/15/09    36
Delta Air Lines                        7.920%  11/18/10    50
Delta Air Lines                        8.000%  06/03/23    38
Delta Air Lines                        8.300%  12/15/29    28
Delta Air Lines                        8.540%  01/02/07    60
Delta Air Lines                        8.540%  01/02/07    33
Delta Air Lines                        8.540%  01/02/07    45
Delta Air Lines                        9.000%  05/15/16    30
Delta Air Lines                        9.200%  09/23/14    31
Delta Air Lines                        9.250%  03/15/22    27
Delta Air Lines                        9.300%  01/02/11    32
Delta Air Lines                        9.320%  01/02/09    42
Delta Air Lines                        9.480%  06/05/06    66
Delta Air Lines                        9.750%  05/15/21    22
Delta Air Lines                        9.875%  04/30/08    60
Delta Air Lines                       10.000%  08/15/08    39
Delta Air Lines                       10.000%  06/18/13    50
Delta Air Lines                       10.000%  12/05/14    35
Delta Air Lines                       10.060%  01/02/16    50
Delta Air Lines                       10.125%  05/15/10    44
Delta Air Lines                       10.140%  08/26/12    47
Delta Air Lines                       10.375%  02/01/11    38
Delta Air Lines                       10.375%  12/15/22    30
Delta Air Lines                       10.430%  01/02/11    53
Delta Air Lines                       10.790%  09/26/13    36
Delta Air Lines                       10.790%  09/26/13    37
Delta Air Lines                       10.790%  03/26/14    30
Delphi Auto System                     7.125%  05/01/29    70
Delphi Trust II                        6.197%  11/15/33    55
Diva Systems                          12.625%  03/01/08     0
Dura Operating                         9.000%  05/01/09    73
Dura Operating                         9.000%  05/01/09    69
DVI Inc.                               9.875%  02/01/04     8
Dyersburg Corp.                        9.750%  09/01/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    70
Eagle Food Center                     11.000%  04/15/05     0
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     4
Epix Medical Inc.                      3.000%  06/15/24    68
Evergreen Intl. Avi.                  12.000%  05/15/10    73
Exodus Comm. Inc.                      5.250%  02/15/08     0
Fedders North Am.                      9.875%  03/01/14    61
Federal-Mogul Co.                      7.375%  01/15/06    23
Federal-Mogul Co.                      7.500%  01/15/09    26
Federal-Mogul Co.                      8.160%  03/06/03    24
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.800%  04/15/07    25
Fibermark Inc.                        10.750%  04/15/11    74
Finisar Corp.                          2.500%  10/15/10    74
Finisar Corp.                          2.500%  10/15/10    75
Finisar Corp.                          5.250%  10/15/08    72
Finova Group                           7.500%  11/15/09    43
Firstworld Comm                       13.000%  04/15/08     0
Foamex L.P.                            9.875%  06/15/07    63
Gateway Inc.                           2.000%  12/31/11    72
GMAC                                   5.850%  06/15/13    71
GMAC                                   5.900%  01/15/19    73
GMAC                                   6.000%  02/15/19    73
GMAC                                   6.000%  02/15/19    73
GMAC                                   6.000%  02/15/19    74
GMAC                                   6.000%  03/15/19    74
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    72
GMAC                                   6.000%  03/15/19    74
GMAC                                   6.000%  03/15/19    74
GMAC                                   6.000%  09/15/19    73
GMAC                                   6.050%  08/15/19    73
GMAC                                   6.050%  10/15/19    73
GMAC                                   6.100%  09/15/19    74
GMAC                                   6.125%  10/15/19    74
GMAC                                   6.150%  08/15/19    75
GMAC                                   6.250%  04/15/19    74
Golden Books Pub                      10.750%  12/31/04     0
Graftech Int'l                         1.625%  01/15/24    66
Graftech Int'l                         1.625%  01/15/24    61
Guilford Pharma                        5.000%  07/01/08    75
Gulf States STL                       13.500%  04/15/03     0
Home Interiors                        10.125%  06/01/08    68
Icos Corp.                             2.000%  07/01/23    72
Idine Rewards                          3.250%  10/15/23    74
Imperial Credit                        9.875%  01/15/07     0
Impsat Fiber                           6.000%  03/15/11    70
Inland Fiber                           9.625%  11/15/07    44
Integrated Elec. Sv                    9.375%  02/01/09    75
Integrated Elec. Sv                    9.375%  02/01/09    74
Intermet Corp.                         9.750%  06/15/09    41
Intermune Inc.                         0.250%  03/01/11    74
Iridium LLC/CAP                       10.875%  07/15/05    15
Iridium LLC/CAP                       11.250%  07/15/05    16
Iridium LLC/CAP                       13.000%  07/15/05    16
Iridium LLC/CAP                       14.000%  07/15/05    14
Jordan Industries                     10.375%  08/01/07    50
Kaiser Aluminum & Chem.               12.750%  02/01/03     8
Kellstorm Inds                         5.750%  10/15/02     0
Key Plastics                          10.250%  03/15/07     1
Kmart Corp.                            6.000%  01/01/08    12
Kmart Corp.                            8.990%  07/05/10    71
Kmart Corp.                            9.350%  01/02/20    26
Kmart Corp.                            9.780%  01/05/20    68
Kulicke & Soffa                        0.500%  11/30/08    74
Level 3 Comm. Inc.                     2.875%  07/15/10    54
Level 3 Comm. Inc.                     6.000%  09/15/09    56
Level 3 Comm. Inc.                     6.000%  03/15/10    53
Liberty Media                          3.750%  02/15/30    59
Liberty Media                          4.000%  11/15/29    62
Lukens Inc.                            7.625%  08/01/04     0
LTV Corp.                              8.200%  09/15/07     0
Metaldyne Corp.                       11.000%  06/15/12    72
Molten Metal Tec                       5.500%  05/01/06     0
Motels of Amer.                       12.000%  04/15/04    35
Muzak LLC                              9.875%  03/15/09    44
MSX Intl. Inc.                        11.375%  01/15/08    61
Natl Steel Corp.                       8.375%  08/01/06     1
North Atl Trading                      9.250%  03/01/12    73
Northern Pacific Railway               3.000%  01/01/47    62
Northwest Airlines                     7.248%  01/02/12    55
Northwest Airlines                     7.360%  02/01/20    55
Northwest Airlines                     7.626%  04/01/10    65
Northwest Airlines                     7.691%  04/01/17    71
Northwest Airlines                     7.875%  03/15/08    46
Northwest Airlines                     8.070%  01/02/15    48
Northwest Airlines                     8.130%  02/01/14    49
Northwest Airlines                     8.700%  03/15/07    51
Northwest Airlines                     8.875%  06/01/06    66
Northwest Airlines                     8.970%  01/02/15    62
Northwest Airlines                     9.875%  03/15/07    58
Northwest Airlines                    10.000%  02/01/09    46
Northwest Airlines                    10.500%  04/01/09    50
Nutritional Src.                      10.125%  08/01/09    70
NWA Trust                              9.360%  03/10/06    75
NWA Trust                             11.300%  12/21/12    67
Oakwood Homes                          7.875%  03/01/04    16
Oscient Pharm                          3.500%  04/15/11    68
O'Sullivan Ind.                       13.375%  10/15/09    35
Orion Network                         11.250%  01/15/07    54
Outboard Marine                        9.125%  04/15/17     0
Owens Corning                          7.000%  03/15/09    72
Pegasus Satellite                      9.625%  10/15/05    58
Pegasus Satellite                      9.750%  12/01/06    54
Pegasus Satellite                     12.375%  08/01/06    54
Pegasus Satellite                     12.500%  08/01/07    54
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    62
Pixelworks Inc.                        1.750%  05/15/24    72
Polaroid Corp.                         6.750%  01/15/02     1
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packaging                      8.250%  02/01/12    70
Primedex Health                       11.500%  06/30/08    44
Primus Telecom                         3.750%  09/15/10    25
Primus Telecom                         5.750%  02/15/07    32
Primus Telecom                         8.000%  01/15/14    53
Primus Telecom                        12.750%  10/15/09    46
Psinet Inc                            11.500%  11/01/08     0
Railworks Corp.                       11.500%  04/15/09     0
Radnor Holdings                       11.000%  03/15/10    70
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    56
Reliance Group Holdings                9.000%  11/15/00    25
Reliance Group Holdings                9.750%  11/15/03     3
RJ Tower Corp.                        12.000%  06/01/13    66
Salton Inc.                           10.750%  12/15/05    51
Salton Inc.                           12.250%  04/15/08    42
Scotia Pac Co.                         6.550%  01/20/07    75
Scotia Pac Co.                         7.110%  01/20/14    74
Specialty Paperb.                      9.375%  10/15/06    69
Syratech Corp.                        11.000%  04/15/07    26
Tekni-Plex Inc.                       12.750%  06/15/10    66
Tops Appliance                         6.500%  11/30/03     0
Tower Automotive                       5.750%  05/15/24    21
Trans Mfg Oper                        11.250%  05/01/09    52
Triton PCS Inc.                        8.750%  11/15/11    70
Triton PCS Inc.                        9.375%  02/01/11    72
Tropical SportsW                      11.000%  06/15/08    41
Twin Labs Inc.                        10.250%  05/15/06    14
United Air Lines                       6.831%  09/01/08    34
United Air Lines                       6.932%  09/01/11    65
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.762%  10/01/05    19
United Air Lines                       7.811%  10/01/09    54
United Air Lines                       8.030%  07/01/11    30
United Air Lines                       8.250%  04/26/08    20
United Air Lines                       8.390%  01/21/11    54
United Air Lines                       8.700%  10/07/08    50
United Air Lines                       9.000%  12/15/03    13
United Air Lines                       9.020%  04/19/12    36
United Air Lines                       9.060%  09/26/14    45
United Air Lines                       9.125%  01/15/12    14
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.210%  01/21/17    53
United Air Lines                       9.300%  03/22/08    38
United Air Lines                       9.350%  04/07/16    51
United Air Lines                       9.560%  10/19/18    39
United Air Lines                       9.750%  08/15/21    14
United Air Lines                      10.110%  01/05/06    44
United Air Lines                      10.110%  02/19/06    44
United Air Lines                      10.125%  03/22/15    47
United Air Lines                      10.250%  07/15/21    13
United Air Lines                      10.360%  11/13/12    54
United Air Lines                      10.670%  05/01/04    13
United Air Lines                      11.210%  05/01/14    15
Univ. Health Services                  0.426%  06/23/20    64
Uromed Corp.                           6.000%  10/15/03     0
US Air Inc.                           10.250%  01/15/07     2
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.610%  06/27/07     2
US Air Inc.                           10.900%  01/01/08     2
US Airways Inc.                        7.960%  01/20/18    48
Utstarcom                              0.875%  03/01/08    65
Venture Hldgs                          9.500%  07/01/05     0
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    67
Werner Holdings                       10.000%  11/15/07    69
Wheeling-Pitt St.                      5.000%  08/01/11    65
Wheeling-Pitt St.                      6.000%  08/01/10    65
Winn-Dixie Store                       8.875%  04/01/08    55
Winsloew Furniture                    12.750%  08/15/07    28
Winstar Comm Inc.                     10.000%  03/15/08     0
World Access Inc.                     13.250%  01/15/08     6
Xerox Corp.                            0.570%  04/21/18    36

                          *********

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 Pinili,
Jr., 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 ***