TCR_Public/050628.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, June 28, 2005, Vol. 9, No. 151

                          Headlines

ADELPHIA COMMS: Arahova Noteholders Want Amended Schedule Stricken
AERCO LIMITED: Fitch Junks Three Classes of Notes
AIRPLANES PASS: Interest Shortfalls Prompt Fitch to Lower Ratings
AMERICAN REF-FUEL: Danielson Holding Completes Acquisition
AMERICAN RESIDENTIAL: Fitch Junks Class B Certificates

AMLI RESIDENTIAL: Moody's Lowers Sr. Bank Credit Facility to Ba1
ANC RENTAL: Perot Systems Holds $8.8 Mil. Allowed Unsecured Claim
AT&T CORP: Shareholders Will Decide on SBC Merger on June 30
AURA SYSTEMS: Files for Bankruptcy Protection in C.D. California
AURA SYSTEMS: Voluntary Chapter 11 Case Summary

AVIATION CAPITAL: Fitch Affirms Low-B Rating on Two Note Classes
BANC OF AMERICA: S&P Assigns Low-B Ratings on Six Cert. Classes
BEAR STEARNS: Moody's Junks Class BF Certificate with Ca Rating
BREEDEN ENTERPRISES: Case Summary & 9 Largest Unsecured Creditors
CALYPTE BIOMEDICAL: Faces Possible Delisting by AMEX

CANDESCENT TECHNOLOGIES: Judge Grube Confirms Second Amended Plan
CARDIAC SERVICES: Wants Exclusive Periods Extended
CARDIMA INC: Agility Levies Bank Account to Collect $300,000 Loan
CENTURY/ML: Wants Exclusive Filing Period Stretched to Sept. 28
CHARLESTOWNE AT CAVALIER: Case Summary & 9 Largest Creditors

CHESAPEAKE CORP: S&P Rates $300 Million Senior Unsec. Debt at B+
CHOICE COMMUNITIES: Committee Launches Formal Probe to Get Info
CITATION CORP: Names Geoffrey Bell as Chief Financial Officer & VP
COLLINS & AIKMAN: Moody's Withdraws $1.7 Billion Junk Ratings
COLLINS & AIKMAN: Dow Jones CDX HY Funded Notes' Recovery Values

COMBUSTION ENG'G: Hires Bankruptcy Services as Claims Agent
CONTECH CONSTRUCTION: S&P Affirms BB- Corporate Credit Rating
DELPHI CORP: Names Robert Miller as New Chairman & CEO
EMBARCADERO AIRCRAFT: Fitch Holds Default Rating on Class D Notes
ENRON CORP: Inks Pacts Resolving Claims Under Mirant Contracts

ENRON CORP: Inks Pact Estimating Meter Error Claims at $22.72 Mil.
ENRON CORP: Alan Quaintance Taps Schulman Treem as Legal Counsel
ENTECH ENVIRONMENTAL: March 31 Balance Sheet Upside-Down by $1MM
EYE CARE: Moulin Global Restructuring Cues S&P's Negative Outlook
FEDERAL FORGE: Bharat Forge Acquires Assets for $9.1 Million

FRANK SORBELLO: Case Summary & 17 Largest Unsecured Creditors
HARVEST ENERGY: Property Acquisition Cues S&P to Watch Ratings
HARVEST ENERGY: Inks C$260M Pact to Purchase Oil in Western Canada
HAWAIIAN AIRLINES: Administrative Claims Must be Filed by July 2
INTERSTATE BAKERIES: Wants to Sell Detroit Property for $515,000

IPC ACQUISITION: Refinancing Plans Prompt S&P's Negative Outlook
KEYSTONE CONSOLIDATED: Taps Husch & Eppenberger as Special Counsel
KRISPY KREME: KremeKo's Chief Restructuring Officer Resigns
LAIDLAW INT'L: Prices Tender Offer for $403.5M 10.75% Senior Bonds
LEAP WIRELESS: Common Shares Begin NASDAQ Trading on Wednesday

LEASE INVESTMENT: Fitch Junks Four Classes of Notes
LEMINGTON HOME: Judge McCullough Orders Shut-Down of Facility
LONDON DIGITAL: Section 304 Petition Summary
MAGNOLIA MANOR: Case Summary & 4 Largest Unsecured Creditors
MAIDENFORM INC: Improved Financials Prompt S&P to Lift Ratings

MARK MULLINS: Case Summary & 17 Largest Unsecured Creditors
MATRIA HEALTHCARE: S&P Says Debt-to-Equity Swap is Very Positive
MERIDIAN AUTOMOTIVE: Equipment Resale Wants Stay Lifted
MIRANT CORP: Wants Court Approval on Enron Mega-Million Settlement
MIRANT CORP: Creditors Panel Wants to Assert Causes of Action

MIRANT CORP: Creditors Panel Wants Andersen to Produce Documents
NATIONAL CENTURY: Court Rules on D&O Insurance Proceeds Allocation
NOBLE DREW: Thelen Reid Approved as Creditors Committee Counsel
NOBLE DREW: Wants to Hire Mahoney Cohen as Financial Advisors
NORCROSS SAFETY: Noteholders Agree to Amend 9-7/8% Sr. Sub. Notes

NORTH AMERICAN: Court Extends Solicitation Period to Sept. 30
NORTHSHORE ASSET: Receiver Wants Reference Removed from Court
ORBIMAGE HOLDINGS: Prices Senior Secured Floating Rate Notes
ORGANIZED LIVING: SB & Tiger Capital Acquire Inventory Assets
ORGANIZED LIVING: Taps Keen Realty as Real Estate Consultant

OWENS CORNING: Selling Texas Asphalt Unit to Pelican for $3.15M
PACIFIC GAS: Asks Court to Enforce Confirmation Order on Lexington
PARMALAT GROUP: Preliminary Injunction Stretched to Aug. 16
PC LANDING: Files First Amended Disclosure Statement & Plan
PETCO ANIMAL: Delayed Financials Cue Nasdaq Delisting Notice

PHILLIPS-VAN: Good Performance Prompts S&P to Lift Ratings
REDDY ICE: Extends 8-7/8% Sr. Sub. Tender Offer Until July 15
REXAIR HOLDINGS: Moody's Rates Revised $114 Mil. Facilities at B1
REXAIR'S LLC: S&P Junks Proposed $30 Million Second-Lien Bank Loan
SAKS INC: Increases Tender Offer for $658 Million Debt Securities

SCOTTISH RE: Fitch Assigns BB+ Rating to New Preferred Stock Issue
SECURUS TECH: Amends Registration for $154 Million Exchange Offer
SOLUTIA INC: Has Until Oct. 10 to File Plan of Reorganization
SOUTHAVEN POWER: Court Okays Extension of Arbitration With NEGT
SPIEGEL INC: Esplanade Holds $1.2M Allowed Lease Rejection Claim

SPIEGEL INC: Creditors Transfer 159 Trade Claims Totaling $292.1MM
SPORTS CLUB: Receives Delisting Notice from AMEX
STELCO INC: Mediation Talks Under George Adams Ends
TRITON AVIATION: Fitch Retains Junk Rating on 4 Cert. Classes
TRUMP HOTELS: Judge Wizmur Disallows More Than 1,000 Claims

TRUMP HOTELS: Court Disallows 260 Claims Already Paid in Full
UAL CORP: AFA Asks District Court to Impose Stay Pending Appeal
UAL CORP: Interim Relief Under IAM Pacts Extended Until July 22
UAL CORPORATION: Files 15th Reorganization Status Report
UNITED MARKETING: Voluntary Chapter 11 Case Summary

UNITED RENTALS: Has Until Dec. 31 to File 2004 Audited Financials
VERITAS SOFTWARE: Symantec Shareholders Okay Multi-Billion Merger
WESCO SIGNS: Case Summary & 20 Largest Unsecured Creditors
WESTPOINT STEVENS: Accepts Carl Icahn's $703 Million Offer

WINN-DIXIE: Court Extends Exclusive Plan Filing Period to Sept. 19
WINN-DIXIE: Panel Agrees to the Employment of Bain as Consultants
WINN-DIXIE: Vendors & Creditors Object to Uniform Bidding Process
W.R. GRACE: Court Approves $950MM+ Sealed Air Settlement Agreement

* Large Companies with Insolvent Balance Sheets

                          *********

ADELPHIA COMMS: Arahova Noteholders Want Amended Schedule Stricken
------------------------------------------------------------------
J. Christopher Shore, Esq., at White & Case LLP, in New York,
tells the U.S. Bankruptcy Court for the Southern District of New
York that, after having acquired debt in Arahova Communications,
Inc., which was solvent by billions of dollars and has operated
profitably, and after having been assured full payment by the ACOM
Debtors for nearly three years, his Arahova Noteholder clients
have been informed by their purported fiduciaries in the ACOM
Debtors' Chapter 11 cases that, as a consequence of previously
undisclosed prepetition claims asserted by Arahova's parent, ACOM,
and other related intercompany transactions, Arahova is now
insolvent by hundreds of millions of dollars, and as such, they
will not be paid in full.

Mr. Shore recounts that three years ago, the ACOM Debtors arrived
in the Court "riding a wave of chaos and controversy,
precipitated by the wrongdoing and fraudulent conduct of former
management."

Just four months ago, the Debtors announced an exit strategy in
the form of a "white knight" -- a proposed sale of substantially
all of their assets to Time Warner Inc. and Comcast Corp. for
approximately $17.6 billion in cash and stock.  Mr. Shore notes
that the TWC Transaction has been heralded as a miraculous
comeback for the nation's fifth largest cable company.

However, Mr. Shore asserts that the chaos and controversy in the
Debtors' cases have not been eliminated, resolved or even
materially reduced.  Instead, the chaos has been "merely replaced
by an equally controversial set of circumstances created during
the pendency of these Cases that has the potential and perhaps
likelihood of thrusting these Cases into utter turmoil."

                      ACOM Debtors' Schedules

As an example, Mr. Shore cites the ACOM Debtors' filing of the
putative May 2005 Amended Schedules and assertion of previously
undisclosed alleged intercompany claims, wherein the Debtors have
taken it upon themselves to turn unilaterally, without Court
supervision, the entire capitalization of the enterprise on its
head and undermine the legitimate expectations of creditors.
Consequently, billions of dollars in value among certain Debtors,
including Arahova, have been reassigned selectively to other
Debtors, thus, creating controversy where simply none existed
before.

As previously reported, On July 31, 2003, the ACOM Debtors filed
separate Schedules of Liabilities and Executory Contracts.  The
Schedules of Liabilities did not list any intercompany claims by
and between the various Debtors.  Rather, the Debtors stated that
they intended to amend the Schedules of Liabilities to include
intercompany account balances upon the finalization of the
Debtors' review of prepetition intercompany accounts.

In October 2003, February 2004, and April 2004, the ACOM Debtors
filed their Amended Schedules of Liabilities, which amendments
did not include information regarding the amount of any
intercompany claims.  The Bankruptcy Court had fixed January 9,
2004, as the last date for filing proofs of claim in the ACOM
Debtors' cases.  The Bar Date Order, however, contains a carve-
out for claims by one Debtor against another Debtor.
Accordingly, no bar date has been established yet in the Debtors'
bankruptcy cases for the filing of intercompany claims by and
between each Debtor.

                   ACOM's Plan of Reorganization

The ACOM Debtors' original Plan of Reorganization provided for
the deemed consolidation of the Debtors' estates for voting and
distribution purposes by and among each Debtor Group.  The ACOM
Debtors defined the "Arahova Debtors" and the "Century Debtors"
as separate Debtor Groups.  The Century Debtors are comprised of
certain indirect subsidiaries of Arahova Communications, Inc.

With respect to intercompany claims, the Initial Plan provided,
at the option of the Debtors, that "Intercompany Claims" would be
reinstated or discharged and satisfied, in full or in part.
"Intercompany Claims" was defined in the Initial Plan, in
pertinent part, as:

    "[A] Claim with respect to an intercompany transfer of value
    by a Debtor, and Affiliate of a Debtor, or a non-Debtor
    Subsidiary to a Debtor, Affiliate of a Debtor, or non-Debtor
    Subsidiary[.]"

In addition, the ACOM Debtors' Disclosure Statement provided
that:

    Intercompany Claims are calculated by netting each Debtor's
    intercompany payables and receivables against each other and
    then, within a Debtor Group, adding together the Intercompany
    Claims of Debtors within the Debtor Group with positive net
    balances and separately adding together the Intercompany
    Claims of Debtors within the Debtor Group with negative net
    balances.  The two sets of balances are not offset against
    each other.

On January 24, 2005, the ACOM Debtors filed their purported
January 2005 Amendments to Schedules of Liabilities.  The
January 2005 Amended Schedules purport to list, for the first
time, billions of dollars of alleged intercompany claims by and
between the various Debtors, on the one hand, and Adelphia
Cablevision, LLC, on the other hand.  Notably, the Debtors allege
that Adelphia Cablevision holds aggregate claims against the
Arahova Debtors in excess of $2 billion.

Mr. Shore notes that unlike the initial Schedules of Liabilities
and Amended Schedules of Liabilities filed by the Debtors, the
January 2005 Amended Schedules do not contain separate schedules
for each Debtor.  Rather, the January 2005 Amended Schedules
contain an alleged "summary of intercompany balances" by and
between each of the ACOM Debtors and Adelphia Cablevision.

On February 4, 2005, the ACOM Debtors filed their First Amended
Joint Plan of Reorganization.  Like the Initial Plan, the First
Amended Plan provided for the deemed consolidation of the various
Debtor Groups for voting and distribution purposes.  The First
Amended Plan also listed the "Arahova Debtors" and the "Century
Debtors" as different Debtor Groups, and defined Intercompany
Claims in substantially the same manner.

The treatment of Intercompany Claims with respect to the Arahova
Debtors was modified substantially from the Initial Plan.
Notably, the First Amended Plan provides for a purported "Global
Compromise" of the "Arahova Dispute," which is defined in the
First Amended Plan as "any Claims and Causes of Action between the
Holding Company Debtor Group and the Arahova Debtor Group."

The definition "Arahova Compromise Amount" is left blank in the
First Amended Plan, with the notation that: "The existence,
nature and extent of any such compromise is subject to ongoing
discussions."

In addition, the First Amended Plan provides that Intercompany
Claims would be allowed in full and be subordinated to all other
allowed claims in a particular Debtor Group but senior to equity
interests of that Debtor Group.  Because the Century Debtors are
listed as a separate Debtor Group, and because Arahova owns the
equity interests in the Century Debtors, under the terms of the
First Amended Plan, the alleged Intercompany Claims against the
Century Debtors purportedly would be allowed in full and be
treated as senior to the equity interests of Arahova.

On May 11, 2005, ACOM, purportedly on behalf of all of the
Debtors, filed the May 2005 Amended Schedules.  The May 2005
Amended Schedules are intended to supersede the January 2005
Amended Schedules in their entirety.  Like the January 2005
Amended Schedules, the May 2005 Amended Schedules:

     (i) purport to list intercompany balances by and against the
         various Debtors, on the one hand, and Adelphia
         Cablevision, on the other hand;

    (ii) were filed by ACOM and purportedly verified by ACOM's
         Senior Vice President and Chief Accounting Officer, Scott
         Macdonald; and

   (iii) unlike the Schedules of Liabilities and Amended Schedule
         of Liabilities, do not contain separate schedules for
         each Debtor.

The May 2005 Amended Schedules were filed only in Adelphia
Communications Corporation's Chapter 11 case, not the cases of
the other Debtors.  In the Global Notes, ACOM purports to explain
the intercompany balances listed on the May 2005 Amended
Schedules.

Mr. Shore says that it now appears that for the last three years,
the ACOM Debtors spent seemingly countless hours reinventing
their prepetition accounting methodology with grave consequences.
The result of those efforts is a four-page list of restated
intercompany accounts so massively and at times incomprehensibly
qualified and caveated that all responsibility for the accuracy
or consequences have been essentially disavowed.

                         Arahova's Silence

The Ad Hoc Committee of Arahova Noteholders is concerned with
Arahova's lack of participation in, or acquiescence to, the
conclusion that Arahova owes billions of dollars in intercompany
indebtedness to Adelphia Cablevision, particularly in light of
the substantial value that was stripped from Arahova prior to the
Petition Date for the benefit of other stakeholders.

Nevertheless, the now alleged insolvency of the Arahova Debtors
and their corresponding inability to pay their creditors in full
underscore fundamental problems with potentially wide ranging
implications far beyond the percolating intercompany claims
dispute.

Indeed, Mr. Shore observes, from the perspective of the Arahova
Debtors and their creditors, ACOM is now nothing more than out-
of-the-money equity and should have no more control over the
Arahova Debtors' Chapter 11 cases than an out-of-the-money equity
would have in any other case.

If ACOM believes that the Arahova Debtors are insolvent, then
their fiduciary representatives must explore with the Arahova
creditors the transactions that align solely with the creditors'
expectations without regard to the implications to non-Arahova
stakeholders.

In fact, given that a plan of reorganization premised on an
enterprise transaction that is not acceptable to the Arahova
creditors is simply not confirmable, one must ask in light of the
time delay and cost associated with the TWC Transaction whether
continued pursuit makes any sense, Mr. Shore relates.

The Arahova Noteholders Committee says that with specific respect
to the integrity of the putative May 2005 Amended Schedules,
inexplicably, the ACOM Debtors eschewed any compliance with the
procedural safeguards to which their stakeholders are entitled as
mandated by the Bankruptcy Rules.

Rather than each Debtor simply using the Official Form certified
by a fiduciary representative acting in a capacity with respect to
that Debtor, the May 2005 Amended Schedules represent little more
than an assertion of alleged intercompany balances certified by a
representative of a single Debtor, ACOM, the ultimate beneficiary
of the reinvented accounting methodology.  Simply, an ACOM
representative's certification of the schedules of another Debtor
is no different than any other creditor certifying those
schedules.

Because of the underlying substantive implications, the Arahova
Noteholders Committee suspects that the Debtors were forced not
to comply with procedural safeguards.  The Arahova Noteholders
Committee believes that the reason why separate schedules
relating to intercompany claims, signed by a fiduciary
representative for each estate, have not been offered is that no
individual is capable or willing to do so, at least not with
respect to the intercompany balances offered pursuant to the
May 2005 Amended Schedules.

According to Mr. Shore, the Bankruptcy Code imposes a clear and
explicit duty on a debtor with respect to the manner in which it
prepares and files bankruptcy schedules.  Specifically, each of
the Debtors, including the Arahova Debtors, is required by the
Bankruptcy Rules to prepare schedules in accordance with Official
Form 6, including with respect to intercompany claims.  Use of
Official Form 6 requires, among other things, a debtor to:

    * list each alleged intercompany claim as disputed, contingent
      or unliquidated;

    * state whether that claim is subject to set-off;

    * state whether a co-debtor is jointly liable on the claim;
      and

    * state the date the claim was incurred and the consideration
      for the claim.

Mr. Shore informs the Court that the May 2005 Amended Schedules
do not contain those required designations.

Although the ACOM Debtors admit, in the "Global Notes" to the May
2005 Amended Schedules, that the intercompany claims can be
characterized as "equity" and, thus, clearly constitute disputed
claims, the ACOM Debtors chose not to designate any of the
intercompany claims as disputed claims.

Mr. Shore argues that those procedural defects are not merely
academic, because failing to designate a scheduled claim as
disputed, contingent or unliquidated cloaks the claim with a
presumption of prima facie validity -- a substantial substantive
effect.

Mr. Shore further explains that the most telling example of the
controversy and ensuing chaos that the ACOM Debtors have created
by failing to comply with the appropriate procedural safeguards
with respect to intercompany claims is that the very point has
been seized upon by the primary beneficiaries of the ACOM
Debtors' defective actions, holders of senior notes issued by
ACOM.

Mr. Shore notes that the ACC Senior Noteholders have already
argued that intercompany claims must be presumed fully
enforceable in the Debtors' cases simply because ACOM failed to
schedule the claims as disputed, contingent or unliquidated.

The Arahova Noteholders Committee contends that considering the
impact of the ACOM Debtors' unauthorized intercompany
recapitalization on the recoveries to Arahova creditors, it
becomes clear that the playing field is grossly skewed in favor
of every constituency in the ACOM Debtors' Chapter 11 cases other
than the Arahova creditors.

                 Strike May 2005 Amended Schedules

By this motion, the Arahova Noteholders Committee asks the Court
to re-level the playing field by compelling the ACOM Debtors to
comply with the Bankruptcy Code and Bankruptcy Rules governing
the scheduling of intercompany claims or to otherwise explain why
a fiduciary representative of each estate is unable or unwilling
to attest to the veracity of the offered intercompany claims in a
procedurally compliant manner.  The Arahova Noteholders Committee
insists that the May 2005 Amended Schedules are patently
defective and should be stricken.

In addition, the Arahova Noteholders Committee asks the Court to
fix an intercompany claims bar date in accordance with the
Bankruptcy Rules and require the ACOM Debtors to file proofs of
claim with respect to the alleged intercompany claims.  In the
alternative, the Arahova Noteholders Committee objects to the
allowance of the intercompany claims.

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)


AERCO LIMITED: Fitch Junks Three Classes of Notes
-------------------------------------------------
Fitch Ratings has taken the following rating actions for AerCo
Limited:

     -- Class A-2 notes are affirmed at 'BBB+';
     -- Class A-3 notes are affirmed at 'BBB';
     -- Class A-4 notes are affirmed at 'BBB';
     -- Class B-1 notes are affirmed at 'B+';
     -- Class B-2 notes are affirmed at 'B+';
     -- Class C-1 notes are affirmed at 'CCC';
     -- Class C-2 notes are affirmed at 'CCC';
     -- Class D-2 notes are downgraded to 'C' from 'CC'.

The downgrade on the D-2 class reflects shrinking recovery
prospects on that particular note due to continuing loss of
collateral value.  Though current cash flows have been sufficient
to cover monthly interest on the D-2 class, Fitch's concern lies
with underlying collateral value relative to the debt level of the
outstanding notes.  As of March 15, 2005 the portfolio was valued
at $932 million, relative to a current outstanding debt level of
$1,078 million.

Fitch has also taken into consideration the transaction's exposure
to Varig, S.A., a Brazilian carrier who has recently filed for
bankruptcy.  As of March 15, 2005, aircraft on lease with Varig
accounted for 5.2% of AerCo's appraised aircraft value.  Fitch
will continue to closely monitor the situation as details become
available.

Over the life of the transaction, average collections have been
relatively consistent, showing a gradual decline overall.  The
transaction has also managed to maintain consistent leverage
during a time in which many aircraft operating lease transactions
have reported volatile performance.

AerCo is a special purpose limited-liability Jersey company formed
to conduct limited activities, including the buying, owning,
leasing and selling of commercial jet aircraft.  In July 1998
AerCo issued $800 million of notes to acquire a portfolio of 35
aircraft.  In July 2000, AerCo issued $960 million of notes to
refinance its class A-1 and D-1 notes and to acquire an additional
30 aircraft.  As of March 2005, AerCo owned 60 aircraft.


AIRPLANES PASS: Interest Shortfalls Prompt Fitch to Lower Ratings
-----------------------------------------------------------------
(Fitch Ratings-Chicago-June 24, 2005)
Fitch Ratings has taken the following rating actions on Airplanes
Pass Through Trust:

     -- Class A-8 notes are affirmed at 'BB';
     -- Class A-9 notes are downgraded to 'BB-' from 'BB';
     -- Class B notes are affirmed at 'CCC';
     -- Class C notes are downgraded to 'C' from 'CCC';
     -- Class D notes are downgraded to 'C' from 'CC'.

The downgrades reflect Fitch's belief that Airplanes' aircraft
lease cash flows net of asset sales will continue to under perform
expectations.  In addition, the B, C, and D classes have continued
to accrue interest shortfalls detracting from recovery
expectations on those classes.  The slight difference in the
ratings between the A-8 and A-9 notes accounts for the fact that
the A-8 is currently amortizing and is receiving all the benefit
of what have been persistent asset sales.

Airplanes originally issued $4,048 million of notes in March 1996
followed by two refinancing trusts, one in March 1998 and the
other in March 2001.  As of June 2005, Airplanes has $2,302
million of notes outstanding.  Airplanes is a trust formed to
conduct limited activities, including the buying, owning, leasing
and selling of commercial jet aircraft.

As of March 31, 2005, Airplanes' portfolio consisted of 149
aircraft compared to 193 at the time of the 2001 refinancing trust
due to continuing asset sales.  Primary servicing is being
performed by General Electric Capital Aviation Services, GECAS (a
wholly owned subsidiary of General Electric Capital Corp.), while
the administrative agent role is being performed by Debis
AirFinance.


AMERICAN REF-FUEL: Danielson Holding Completes Acquisition
----------------------------------------------------------
Danielson Holding Corporation (Amex: DHC) successfully completed
the acquisition of American Ref-Fuel Holdings Corp., an owner and
operator of waste-to-energy facilities in the Northeast United
States.

Danielson's principal subsidiary, Covanta Energy Corporation, is a
leader in renewable energy and waste disposal in the United States
and the ARC acquisition expands Covanta's presence in the
attractive Northeast corridor.  With this acquisition, ARC will be
a wholly owned subsidiary of Covanta.

Danielson paid $740 million in cash for the equity of ARC and
assumed the consolidated net debt of ARC, which as of March 31,
2005, was $1.2 billion ($1.4 billion of consolidated indebtedness
and $0.2 billion of cash and restricted cash) resulting in an ARC
enterprise value of approximately $2.0 billion.

"The strategic acquisition of American Ref-Fuel enhances our core
waste-to-energy business by integrating an organization with
complementary skills and assets that will broaden our base of
predictable revenue," stated Anthony Orlando, Danielson's Chief
Executive Officer.  Mr. Orlando continued, "Like Covanta, American
Ref-Fuel has long demonstrated high operating standards and the
ability to deliver competitive waste disposal service to
customers.  We now look forward to combining the strengths of
these two outstanding organizations and their highly talented
workforces."

Danielson purchased ARC from DLJ Merchant Banking Partners and its
affiliated co-investors, each managed by Credit Suisse First
Boston's Alternative Capital Division, and AIG Highstar Capital
II, L.P. and certain affiliates.  AIG Highstar Capital II, L.P. is
a private equity fund sponsored by AIG Global Investment Group.

Danielson's primary business is the domestic waste-to-energy
business of Covanta.  Covanta is an internationally recognized
owner and operator of waste-to-energy and power generation
projects.  Covanta operates 25 waste-to-energy facilities in 15
states and processes approximately 31,000 tons of waste per day.

The acquisition of ARC adds six waste-to-energy facilities in the
northeastern United States that have a total waste processing
capacity in excess of 13,000 tons per day, a waste procurement
company, and two transfer stations in Massachusetts.

Danielson expects to achieve significant cost savings and other
synergies as a result of the transaction.  Cash savings estimated
from a reduction in corporate SG&A are expected to be between
$15 million to $20 million per year, when fully phased in by the
end of 2007.  Danielson estimates one-time transition costs of
approximately $20 million.

Additionally, Danielson believes that it will be able to achieve
significant operating efficiencies through a combination of scale
and expanded use of its internal maintenance teams at the newly
acquired plants.

                  Financing of Transaction

Danielson raised the necessary financing to complete the
acquisition with a combination of debt and equity financing.  The
equity component of the financing consisted of the successful
completion of an approximately $400 million rights offering of
common stock to its shareholders.  Support for the rights offering
was strong with over 95% of basic subscription rights exercised
and significant oversubscription interest.

Pursuant to agreements entered into at the time Danielson agreed
to acquire American Ref-Fuel, the three largest shareholders of
Danielson, Third Avenue Trust, on behalf of the Third Avenue Value
Fund Series, SZ Investments, L.L.C., and D. E. Shaw Laminar
Portfolios, L.L.C., representing ownership of approximately 40% of
Danielson's outstanding common stock, have each separately
participated in the rights offering and purchased at least their
pro rata portion in the rights offering.

Danielson's subsidiary Covanta has also completed its debt
financing through Goldman Sachs Credit Partners L.P. and Credit
Suisse, the proceeds from which were used to pay for the balance
of the ARC purchase price and to refinance outstanding recourse
debt of Covanta and its international holding company, Covanta
Power International Holdings, Inc.  Covanta's new debt facilities
are comprised of:

   -- $715 million first lien facility comprised of a $100 million
      revolving credit facility, a $340 million letter of credit
      facility, and a $275 million term loan, and

   -- a $400 million second lien term loan facility.

Goldman, Sachs & Co. served as financial advisor to Danielson and
Credit Suisse First Boston LLC served as financial advisor to ARC.
Skadden, Arps, Slate, Meagher & Flom LLP served as transaction
counsel to Danielson and Neal, Gerber & Eisenberg LLP served as
securities counsel to Danielson.  Weil, Gotshal & Manges LLP and
LeBoeuf, Lamb, Greene & MacRae served as transaction counsel to
DLJ Merchant Banking Partners and AIG Highstar Capital.

Danielson Holding Corporation is an American Stock Exchange listed
company, engaging in waste disposal, energy services and specialty
insurance through its subsidiaries.  Danielson's subsidiary,
Covanta Energy Corporation, is an internationally recognized owner
and operator of waste-to-energy and power generation projects.
Covanta's waste-to-energy facilities convert municipal solid waste
into renewable energy for numerous communities, predominantly in
the United States.

DLJ Merchant Banking Partners is a leading private equity investor
that has a 20-year record of investing in leveraged buyouts and
related transactions across a broad range of industries. DLJMB,
with offices in New York, London, Houston and Buenos Aires, is
part of Credit Suisse First Boston's Alternative Capital Division
(ACD), which is one of the largest alternative asset managers in
the world with more than $39 billion of assets under management.

ACD is comprised of $23 billion of private equity assets under
management across a diverse family of funds, including leveraged
buyout funds, mezzanine funds, real estate funds, venture capital
funds, fund of funds and secondary funds, as well as more than $16
billion of assets under management through its hedge fund (both
direct and fund of funds), leveraged loan and CDO businesses.

                        *     *     *

As reported in the Troubled Company Reporter on May 2, 2005,
Moody's Investors Service downgraded the rating of American
Ref-Fuel Company LLC's senior secured notes to Ba1 from Baa2.
Moody's downgraded the senior secured notes of MSW Energy Holdings
LLC and MSW Energy Finance Co., Inc.'s (co-issuers hereafter
referred to as MSW Energy) to Ba3 from Ba1 and downgraded the
senior secured notes of MSW Energy Holdings II LLC and MSW Energy
Finance II Co., Inc.'s (co-issuers hereafter referred to as MSW
Energy II) to Ba3 from Ba2.

Also downgraded are $43.5 million of resource recovery bonds
issued by the Connecticut Resources Recovery Authority to Ba2 from
Baa2 and $172.4 million of bonds issued by the Delaware Valley
Industrial Development Authority to Ba2 from Baa3, for which ARC
is the underlying obligor.  The rating outlook is stable for ARC,
MSW Energy, and MSW Energy II.


AMERICAN RESIDENTIAL: Fitch Junks Class B Certificates
------------------------------------------------------
Fitch Ratings affirms and downgrades two issues from American
Residential HELT series 1998-1:

     -- Class M-1 affirmed at 'AA';
     -- Class M-2 downgraded to 'BBB' from 'A-';
     -- Class B downgraded to 'C' from 'CCC'.

The affirmation reflects credit enhancement consistent with future
loss expectations and affects $1,898,772 of outstanding
certificates.

The negative rating action on class M-2 and B relates to concerns
regarding the adequacy of credit enhancement in the light of
declining collateral performance.  The downgrade affects $651,860
of outstanding certificates.

Excess spread has not been sufficient to cover losses in recent
months, which has resulted in a declining overcollateralization
balance.  As of the May 2005 distribution, the OC balance is only
$5,771 while the loans in 90 plus delinquency (including
bankruptcy, foreclosure, and real estate owned) total $549,574.
Fitch is concerned with the ability of the OC and excess spread to
absorb future losses that may result from the delinquent loans.

The pool factor (outstanding loan principal as a percentage of the
initial loan pool) is currently 2.6%.


AMLI RESIDENTIAL: Moody's Lowers Sr. Bank Credit Facility to Ba1
----------------------------------------------------------------
Moody's Investors Service lowered the Baa3 senior unsecured rating
of AMLI Residential Properties, L.P., to Ba1, and the Ba2
preferred stock rating of AMLI Residential Properties Trust to
Ba3.  The rating outlook is stable.

According to Moody's, these rating actions reflect AMLI's
continuing weakness in earnings and moderate deterioration in
credit metrics.  The key rating driver was the enduring supply and
demand imbalance in AMLI's markets, which continue to pressure the
REIT's property net operating income and, as a consequence, fixed
charge coverage.

This trend was exacerbated by the higher levels of leverage and
secured debt relative to its Baa3-rated peers, as well as the
significant level of joint ventures.  Moody's acknowledges,
however, the REIT's positive steps in enhancing its balance sheet
with unsecured debt, a portfolio of superior quality apartment
properties and efforts to simplify its structure by buying in and
unencumbering several of its joint venture properties.

Moody's said that a primary challenge facing AMLI is its exposure
to markets in which apartment supply often outpaces rental demand,
crimping efforts to increase rental revenue.  More than 40% of
AMLI's owned portfolio is exposed to these markets:

   * Dallas (21% of net operating income);
   * Atlanta (15%); and
   * to a lesser degree, Houston (7%).

AMLI has had some success in diversifying into other, more
defensive markets, such as Chicago and Southeast Florida.  The
REIT has also demonstrated an ability to outperform relative to
peers in its respective markets.

AMLI actively participates in co-investment transactions with
institutional investors to which the REIT contributes capital and
assumes asset management responsibilities.

Moody's has long raised concerns centering around many REITs'
growing reliance for earnings growth on fees and gains generated
through joint ventures, which can create complexity, new-business
risks and volatile cash flows, as well as weaken liquidity,
control and transparency.

However, AMLI has utilized its co-investment model on a sustained
basis without difficulty, and boasts a roster of sophisticated and
high-profile institutional investors which have partnered with the
REIT over the long term.

Moody's indicated that the majority of AMLI's credit metrics have
not meaningfully recovered over the past 18 months, particularly
secured debt and fixed charge coverage.  At 56.5% at the end of
the first quarter of 2005, effective leverage (debt plus
convertible preferred relative to gross assets) was slightly
higher than at the end of 2004, 55.7%, though lower than at the
end of 2003, at 59.6%.

Fixed charge coverage (including convertible preferred dividends,
capitalized interest and principal amortization) declined to 1.5X
at the end of the most recent quarter, from 1.6X for 2004 and 1.8X
for 2003.

AMLI's dividend payout ratio has been modestly above 100% of AFFO
over recent quarters, which Moody's views as a credit weakness.
However, secured debt (adjusted for a recent retirement of two
mortgages totaling approximately $70 million) declined to 32.2% of
gross assets, from 35.5% and 38.6% at the ends of 2004 and 2003,
respectively.

Moreover, AMLI maintained healthy unencumbered coverages
(unencumbered net operating income divided by unsecured interest
expense and preferred dividends) at well over 2.2X for each of the
last five quarters.

The stable rating outlook reflects Moody's expectation that AMLI's
net operating income will at least continue at current levels, if
not improve modestly.  Moody's further expects the REIT's fixed
charge coverage to remain between 1.5X and 2.0X, and secured debt
to be 25% to 35% of gross assets.

Moody's indicated that a rating an upgrade would be warranted if
AMLI achieved a fixed charge coverage ratio of around 2.0X.
Positive rating momentum would also be created through a reduction
in secured debt to below 25% and a decline in effective leverage
to 50%.

Fewer co-investment relationships would also be a credit plus, as
well as combined exposure to the Dallas and Atlanta markets of
less than one-third of its portfolio, as calculated both by total
units and by contribution to total net operating income.

Moody's would downgrade AMLI should any further deterioration in
fixed charge coverage occur below the current level of 1.5X, or if
same property revenue declines on a sequential basis over two more
quarters.  Negative ratings pressure would also result if secured
debt were to rise above 35% of gross assets.  Also, Moody's would
likely take negative ratings action should the REIT recapitalize
its balance sheet through greater leverage or secured debt.

These ratings were lowered, with a stable outlook:

   * AMLI Residential Properties, L.P. - Senior unsecured bank
     credit facility to Ba1, from Baa3

   * AMLI Residential Properties Trust - Preferred stock to Ba3,
     from Ba2

AMLI Residential Properties Trust, a real estate investment trust
headquartered in Chicago, Illinois, USA, is focused on the
development, acquisition and management of upscale apartment
communities under the AMLI name in the:

   * Southeast,
   * Southwest,
   * Midwest, and
   * Mountain regions of the USA.

AMLI also serves as institutional advisor and asset manager for
large pension funds, tax-exempt foundations and other financial
institutions with respect to their multifamily investment
activities.

As of March 31, 2005, the AMLI portfolio included 74 stabilized
apartment communities containing 27,920 apartment homes and an
additional 1,394 apartment homes under development or in lease-up
in four locations.  AMLI provides property management,
institutional advisory and construction services through three
affiliated companies.


ANC RENTAL: Perot Systems Holds $8.8 Mil. Allowed Unsecured Claim
-----------------------------------------------------------------
The ANC Liquidating Trust and Perot Systems Corporation stipulate
and agree that four Perot claims will be treated as:

    Claim No.       Treatment             Allowed Class
    ---------       ---------             -------------
      7554         allowed for    general unsecured non-priority
                   $8,858,762

      7555          expunged      general unsecured non-priority

      7556          expunged      general unsecured non-priority

      7557          expunged      general unsecured non-priority

Judge Walrath approves the parties' stipulation.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200).  On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd Amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.
Upon confirmation, Blank Rome LLP and Fried, Frank, Harris,
Shriver & Jacobson LLP withdrew as the Debtors' counsel.  Gazes
& Associates LLP and Stevens & Lee PC serve as substitute
counsel to represent the Debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.
(ANC Rental Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AT&T CORP: Shareholders Will Decide on SBC Merger on June 30
------------------------------------------------------------
AT&T will hold its 120th Annual Meeting of Shareowners on
Thursday, June 30, 2005, to accommodate the standard proxy filing
procedures related to the proposed acquisition of AT&T by SBC
Communications, Inc.  The annual meeting was originally scheduled
for May 18, 2005.

As reported in the Troubled Company Reporter on Feb. 1, 2005,
SBC Communications Inc. and AT&T signed an agreement for SBC to
acquire AT&T, a combination that creates the nation's premier
communications company with unmatched global reach.

The transaction combines AT&T's global systems capabilities,
business and government customers, and fast-growing Internet
protocol (IP)-based business with SBC's extraordinary local
exchange, broadband and wireless solutions.  Both companies have
common values focused on customer service, innovation and
reliability.

Under terms of the agreement, approved by the boards of directors
of both companies, shareholders of AT&T will receive total
consideration currently valued at $19.71 per share, or
approximately $16 billion.

AT&T shareholders will receive 0.77942 shares of SBC common stock
for each common share of AT&T.  Based on SBC's closing stock price
on Jan. 28, 2005, this exchange ratio equals $18.41 per share. In
addition, at the time of closing, AT&T will pay its shareholders a
special dividend of $1.30 per share.  The stock consideration in
the transaction is expected to be tax-free to AT&T shareholders.

The acquisition, which is subject to approval by AT&T's
shareholders and regulatory authorities, and other customary
closing conditions, is expected to close by the first half of
2006.

SBC Communications Inc. -- http://www.sbc.com/-- is a Fortune 50
company whose subsidiaries, operating under the SBC brand, provide
a full range of voice, data, networking, e-business, directory
publishing and advertising, and related services to businesses,
consumers and other telecommunications providers.  SBC holds a 60
percent ownership interest in Cingular Wireless, which serves 49.1
million wireless customers.  SBC companies provide high-speed DSL
Internet access lines to more American consumers than any other
provider and are among the nation's leading providers of Internet
services. SBC companies also now offer satellite TV service.

For more than 125 years, AT&T (NYSE: T) has been known for
unparalleled quality and reliability in communications.  Backed by
the research and development capabilities of AT&T Labs, the
company is a global leader in local, long distance, Internet and
transaction-based voice and data services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2005,
Standard & Poor's Ratings Services placed its ratings on various
AT&T Corp.-related synthetic transactions on CreditWatch with
positive implications.

The rating actions follow the Feb. 1, 2005 placement of the long-
term corporate credit and senior unsecured debt ratings assigned
to AT&T Corp. on CreditWatch with positive implications.

Moody's, S&P and Fitch have assigned their single-B and double-B
ratings to AT&T's outstanding public debt.


AURA SYSTEMS: Files for Bankruptcy Protection in C.D. California
----------------------------------------------------------------
Aura Systems, Inc. (OTC Bulletin Board: AURA) filed a voluntary
petition under chapter 11 of the bankruptcy code yesterday.

The company decided that a lack of adequate funding and an excess
of debt necessitated the bankruptcy filing.  The company expects
to continue its day-to-day business operations as a "debtor-in-
possession" without interruption, while the company explores the
appropriate methods of raising additional or replacement funding
and emerging from chapter 11.  The company filed its chapter 11
bankruptcy petition with the United States Bankruptcy Court for
the Central District of California (Los Angeles Division).

Headquartered in El Segundo, California, Aura Systems, Inc., --
http://www.aurasystems.com/-- develops and sells AuraGen(R)
mobile induction power systems to the industrial, commercial and
defense mobile power generation markets.  The Company filed for
chapter 11 protection on June 24, 2005 (Bankr. C.D. Calif. Case
No. 05-24550).  Ron Bender, Esq., Levene Neale Bender Rankin &
Brill LLP represent the Debtor in its restructuring efforts.  When
the Debtor filed for bankruptcy, it reported $18,036,502 in assets
and $28,919,987 in debts.


AURA SYSTEMS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Aura Systems Inc.
        2335 Alaska Avenue
        El Segundo, California 90245

Bankruptcy Case No.: 05-24550

Type of Business: The Debtor develops and sells AuraGen(R)
                  mobile induction power systems to the
                  industrial, commercial and defense mobile power
                  generation markets.
                  See http://www.aurasystems.com/

Chapter 11 Petition Date: June 24, 2005

Court: Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Ron Bender, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  1801 Avenue of the Stars, Suite 1120
                  Los Angeles, California 90067
                  Tel: (310) 229-1234

Financial Condition as of November 30, 2004

     Total Assets: $18,036,502

     Total Debts:  $28,919,987

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


AVIATION CAPITAL: Fitch Affirms Low-B Rating on Two Note Classes
----------------------------------------------------------------
Fitch Ratings affirms the following ratings on Aviation Capital
Group Trust:

   Aviation Capital Group Trust (ACG I)

     -- Class A-1 notes at 'A-';
     -- Class A-2 notes at 'A';
     -- Class B-1 notes at 'BBB-';
     -- Class C-1 notes at 'BB-';
     -- Class D-1 notes at 'B-'

  Aviation Capital Group Trust II (ACG II)

     -- Class G-1 notes at 'AAA'*;
     -- Class G-2 notes at 'AAA'*;
     -- Class B notes at 'A'.

     * based on MBIA policy

ACG initially suffered hardships felt by virtually all aircraft
operating lessors due to the events of Sept. 11, worldwide concern
over SARS outbreaks, and the Iraqi War.  Due to these and other
issues, from 2001 to 2003 average net cash flows available to
repay debt steadily declined.  However, since December of 2003 the
cash flows have stabilized and even rebounded.

ACG II has performed within Fitch expectations since the onset.
Fitch associates much of the divergence between the performance of
ACG II and that of other aircraft operating lease transactions on
the fact that ACG II was issued in 2003, in an already depressed
market.  Along with strengthening cash flow performance, both
transactions continue to de-lever.

ACG Trust is a Delaware business trust formed to conduct limited
activities, including the issuance of debt, and the buying,
owning, leasing and selling of commercial jet aircraft.


BANC OF AMERICA: S&P Assigns Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Mortgage Inc.'s $2.161 billion commercial mortgage
pass-through certificates series 2005-3.

The preliminary ratings are based on information as of June 24,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3A,
A-3B, A-SB, A-4, A-M, A-J, XP, B, C, D, and E are currently being
offered publicly.  The remaining classes will be offered
privately.  Standard & Poor's analysis determined that, on a
weighted average basis, the pool has a debt service coverage of
1.53x, a beginning LTV of 98.8%, and an ending LTV of 91.6%.

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


                    Preliminary Ratings Assigned
                     Mortgage Inc. Series 2005-3

         Class   Rating       Preliminary          Recommended
                              amount             credit support
         -----   ------       ------------       --------------
         A-1     AAA           $62,100,000               30.000
         A-2     AAA          $505,650,000               30.000
         A-3A    AAA          $279,216,000               30.000
         A-3B    AAA          $132,000,000               30.000
         A-SB    AAA           $70,865,000               30.000
         A-4     AAA          $462,900,000               30.000
         A-M     AAA          $216,104,000               20.000
         A-J     AAA          $132,364,000               13.875
         B       AA+           $24,312,000               12.750
         C       AA            $24,311,000               11.625
         D       AA-           $21,611,000               10.625
         E       A             $37,818,000                8.875
         F       A-            $21,611,000                7.875
         G       BBB+          $29,714,000                6.500
         H       BBB           $27,013,000                5.250
         J       BBB-          $27,013,000                4.000
         K       BB+           $13,507,000                3.375
         L       BB            $10,805,000                2.875
         M       BB-           $10,805,000                2.375
         N       B+             $5,403,000                2.125
         O       B              $8,104,000                1.750
         P       B-             $8,103,000                1.375
         Q       N.R.          $29,715,349                0.000
         XP*     AAA                   TBD                  N/A
         XC*     AAA        $2,161,044,349                  N/A

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


BEAR STEARNS: Moody's Junks Class BF Certificate with Ca Rating
---------------------------------------------------------------
Moody's Investors Service has downgraded one certificate
previously issued by Bear Stearns Asset Backed Securities Inc.,
1999-2.

The securitization is backed by fixed-rate and adjustable-rate
subprime mortgage loans that have multiple originators, including:

   * ContiMortgage Corporation;
   * Amresco Residential Mortgage Corporation; and
   * Provident Funding Associates, L.P.

EMC Mortgage Corporation is servicing 1999-2.

The subordinate fixed-rate certificate has been downgraded because
existing credit enhancement levels may be low given the current
projected losses on the underlying pools.  The transaction has
taken significant losses causing gradual erosion of the
overcollateralization.  The 1999-2 fixed-rate pool has realized
cumulative losses of 6.41% as of May 25, 2005.

Moody's complete rating action is:

Issuer: Bear Stearns Asset Backed Securities, Inc.

   * Series 1999-2; Class BF, downgraded to Ca from B2


BREEDEN ENTERPRISES: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Breeden Enterprises, LLC
        207 Bynum Road
        Forest Hill, Maryland 21050

Bankruptcy Case No.: 05-24616

Chapter 11 Petition Date: June 27, 2005

Court: District of Maryland (Baltimore)

Debtor's Counsel: Heather S. Buerger, Esq.
                  1122 Kenilworth Drive, Suite 207
                  Towson, Maryland 21204
                  Tel: (410) 828-0220
                  Fax: (410) 337-8494

Total Assets:   $763,100

Total Debts:  $1,031,624

Debtor's 9 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Carrollton Bank               Location: 207 Bynum       $343,385
344 North Charles Street      Road, Forest Hill, MD
Suite 400                     Value of security:
Baltimore, MD 21201           $763,000

Dawn Kropkowski               Business loan              $50,000
5115 Trumps Mill
Baltimore, MD 21206

Carrollton Bank                                          $43,290
344 North Charles Street
Suite 400
Baltimore, MD 21201

Kavah LLC                     Business loan              $35,000

Barbara Almes                 Business loan              $30,000

Stella Kropkowski             Business loan              $15,000

Wachovia-Cust/Sass Muni       2005 Tax Sale              $10,496
V dtr                         Redemption

Elsie Bailey                  Business loan               $5,000

Harford County Water          Metered water bill          $3,500
and Sewer


CALYPTE BIOMEDICAL: Faces Possible Delisting by AMEX
----------------------------------------------------
Calypte Biomedical Corporation (Amex: HIV) received a letter from
the American Stock Exchange on June 22, 2005, notifying the
Company that it is not in compliance with certain of the Amex's
continued listing standards set forth in the Amex's Company Guide.
Specifically, the AMEX noted that the Company is not in compliance
with:

    * Section 1003(a)(i) with shareholders' equity of less than
      $2,000,000 and losses from continuing operations and/or net
      losses in two out of its three most recent fiscal years;

    * Section 1003(a)(ii) with shareholders' equity of less than
      $4,000,000 and losses from continuing operations and/or net
      losses in three out of its four most recent fiscal years;
      and

    * Section 1003(a)(iii) with shareholders' equity of less than
      $6,000,000 and losses from continuing operations and/or net
      losses in its five most recent fiscal years.

In order to maintain listing of its common stock on the Amex, the
Company must submit a plan by July 22, 2005, advising the Amex of
the action it has taken, or will take, to bring it into compliance
with the continued listing standards of Section 1003(a)(i-iii) of
the Amex Company Guide within a maximum of 18 months of receipt of
the notification letter.

If the Amex accepts the plan, the Company may be able to continue
its listing during the plan period, during which time it will be
subject to periodic review to determine whether it is making
progress consistent with the plan.

If the Company is not in compliance with the continued listing
standards at the conclusion of the plan period, or does not make
progress consistent with the plan during the plan period, the Amex
may initiate delisting proceedings as appropriate.  If the Company
submits a plan that is not accepted by the Amex, the Company may
be subject to delisting proceedings.

The Company is currently analyzing specific actions which it may
take in response to the Amex's notification letter and intends to
submit a plan to the Amex.

Calypte Biomedical Corporation is a US-based healthcare company
focused on the development and commercialization of diagnostic
testing products for the detection of sexually transmitted
diseases.  Calypte specializes in novel tests such as the HIV-1
BED Incidence EIA and is engaged in developing and commercializing
new diagnostic test products for the rapid detection of HIV and
other sexually transmitted diseases, several of which do not
require blood samples.

At Mar. 31, 2005, Calypte Biomedical Corporation's balance sheet
showed a $5,897,000 stockholders' deficit, compared to a
$3,293,000 deficit at Dec. 31, 2004.


CANDESCENT TECHNOLOGIES: Judge Grube Confirms Second Amended Plan
------------------------------------------------------------------
The Honorable James R. Grube of the U.S. Bankruptcy Court of the
Northern District of California confirmed the Second Amended Joint
Liquidating Plan of Reorganization filed by Candescent
Technologies Corporation and its debtor-affiliate, Candescent
Technologies International, Ltd., on June 16, 2005.

Judge Grube approved the adequacy of the Debtors' Amended
Disclosure Statement on April 22, 2005.

Judge Gruber concludes that the Amended Plan satisfies the
requirements for confirmation as required under Section 1129(a)
and Section 1129(b) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on May 10, 2005,
under the Amended Plan, approximately $15 million of the Debtor's
cash, less $2 million of reserves for implementation of the
Plan and other expenses to be incurred after confirmation, will be
used to make or reserve for payments due on the Plan's effective
date to holders of administrative expenses, secured claims, tax
claims, non-tax priority claims, and general unsecured claims.

After completion of the claims process and resolution of any
claims owned by either Debtor, if any funds remain, the Debtors
will make a further final payment, projected at approximately
$1.5 million of any remaining amounts of the Candescent reserves
to general unsecured creditors.

Through the proposed liquidation, administrative expenses, tax and
other priority claims, and secured claims will be paid in full.
Holders of allowed general unsecured claims are expected to
receive approximately 0.8% from Candescent-U.S. and 3.24% from
Candescent-International.

A full-text copy of the Second Amended Plan is available for a fee
at:

   http://www.researcharchives.com/bin/download?id=050627014339

Headquartered in Los Gatos, California, Candescent Technologies
Corp. -- http://www.candescent.com/-- is a supplier of flat panel
displays for notebook computers, communications and consumer
products.  The Company filed for chapter 11 protection on June 16,
2004 (Bankr. N.D. Calif. Case No. 04-53803).  Ramon Naguiat, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
debts and assets of more than $100 million.


CARDIAC SERVICES: Wants Exclusive Periods Extended
--------------------------------------------------
Cardiac Services, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Tennessee, to extend until Oct. 4, 2005, the
time within which it has the exclusive right to file a plan of
reorganization.  The Debtor also wants the Court to extend the
exclusive period to solicit plan acceptances through Dec. 6, 2005.

The Debtor says it needs the additional time to develop
information regarding issues of liquidation and going concern
values that it says are the controlling factors in its chapter 11
case.  The valuation issues are complicated by continued changes
in technology and by changes in governmental regulations regarding
installation of its equipment.

The Debtor discloses that is preparing to file discovery requests
and applications for appointment of additional professionals to
help address the valuation issues.

Objections to the proposed extensions must be submitted to the
Clerk of Court by July 1, 2005.  A hearing is scheduled at 9:00
a.m. on July 5, 2005, in Nashville, Tennessee.

Headquartered in Nashville, Tennessee, Cardiac Services, Inc.,
provides surgical services, mobile catherization and peripheral
vascular labs, and associated equipment.  The Company filed for
chapter 11 protection on March 8, 2005 (Bankr. M.D. Tenn. Case No.
05-02813).  Paul E. Jennings, Esq., at Paul E. Jennings Law
Offices, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts of $10 million to $50 million.


CARDIMA INC: Agility Levies Bank Account to Collect $300,000 Loan
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on June 22, 2005,
Cardima, Inc., received a notification of default on a secured
loan agreement from Agility Capital, LLC.  Agility Capital
declared all amounts outstanding thereunder (including
principal, interest, fees and expenses) immediately due and
payable.  Agility Capital also froze the Company's bank accounts,
containing approximately $350,000.

Agility has confirmed receipt of $456,420.16 taken from Cardima's
frozen bank accounts, and has noticed a balance due of
$300,279.84.  At the Company's request, Agility has consented to
lift their exclusive control of Cardima's operating bank account
until July 15, 2005, at which time Agility reserves the right to
exercise exclusive control.  Upon full repayment of balance due,
Agility will terminate its security interest in Cardima's bank
accounts and release any restrictions Agility may have a right to
impose on those accounts.

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

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

Pursuant to the terms of the Loan Agreement, all amounts
outstanding thereunder, including interest and fees, become due
and payable on the earliest of an Event of Default, Aug. 15, 2005,
or certain other events.

The Loan Agreement also provides that the Company shall pay the
Lender an "Exit Fee" upon an Event of Default, and certain other
expenses and fees of the Lender.  The Exit Fee would be $450,000
based on the amount of loans currently outstanding.  Interest
accrues at 12% per annum, or 18% after an Event of Default.

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


CENTURY/ML: Wants Exclusive Filing Period Stretched to Sept. 28
---------------------------------------------------------------
Century/ML Cable Venture and its partners ML Media Partners LP and
Century Communications Corp. ask Judge Gerber of the U.S.
Bankruptcy Court for the Southern District of New York to further
extend the exclusive periods in which they may:

    a. file a plan of reorganization through September 28, 2005,
       and

    b. solicit and obtain acceptances to that plan through
       November 22, 2005.

Objections, if any, to the proposed extension must be made in
writing and received in Judge Gerber's chambers not later than
June 24, 2005, at 4:00 p.m.  Unless objections are received
by that time, the order may be signed.  If objections are
received, then the Court will schedule a hearing.

As reported in the Troubled Company Reporter on Aug. 5, 2004,
Century Communications Corporation sought and obtained the
Bankruptcy Court's authority to employ Lazard Freres & Co., LLC,
as its sole investment banker to provide general restructuring
advice in connection with a possible sale of Century/ML Cable
Venture or any Century/ML interest or subsidiary division.

Specifically, Lazard:

    -- assists Century Communications in identifying and
       evaluating candidates for a potential Century/ML sale
       transaction;

    -- advises Century Communications in connection with
       negotiations; and

    -- assists in the consummation of the Century/ML Transaction.

The Century/ML Transaction may take the form of a merger or a sale
of assets or equity securities or other interests.

Century Communications Corporation filed for Chapter 11 protection
on June 10, 2002.  Century's case has been jointly administered to
proceedings of Adelphia Communications Corporation.  Century
operates cable television services in Colorado, California and
Puerto Rico.  CENTURY is an indirect wholly owned subsidiary of
ACOM and an affiliate of Adelphia Business Solutions, Inc.
Lawyers at Willkie, Farr & Gallagher represent CENTURY.

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)


CHARLESTOWNE AT CAVALIER: Case Summary & 9 Largest Creditors
------------------------------------------------------------
Debtor: Charlestowne at Cavalier Mutual Homes, Inc.
        1590 Darren Circle
        Portsmouth, Virginia 23701

Bankruptcy Case No.: 05-73531

Type of Business: The Debtor owns and operates a 240-unit
                  townhouse complex that serves low and
                  moderate-income residents.

Chapter 11 Petition Date: June 24, 2005

Court: Eastern District of Virginia (Norfolk)

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  Marcus, Santoro & Kozak, P. C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, Virginia 23320
                  Tel: (757) 222-2224
                  Fax: (757) 333-3390

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
LW's Lawn & Janitorial        Debt of VA Corp.           $26,372
615 East Pinner Street
Suffolk, VA 23434

G&K Services                  Past Due A/R                $9,615
Attn: Ruth Lewis              debt of VA Corp.
805 Gust Lane
Portsmouth, VA 23701

Portsmouth Public Utilities                               $7,000
Department
P.O. Box 85661
Richmond, VA 232855661

Dominion Virginia Power                                   $3,200
P.O. Box 26543
Richmond, VA 232900001

HRSD                                                      $3,000
P.O. Box 5192
Virginia Beach, VA 23471

Bay Disposal                  Debt of VA Corp.            $2,404
465 East Indian River Road
Norfolk, VA 23523

Columbia Gas of Virginia      Debt of VA Corp.            $1,569
P.O. Box 830005
Baltimore, MD 212830005

AT&T Business Service         Debt of VA Corp.              $300
P.O. Box 9001310
Louisville, KY 402901310

Boo Auto Transport            Debt of VA Corp.               $75
[address not provided]


CHESAPEAKE CORP: S&P Rates $300 Million Senior Unsec. Debt at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
senior unsecured and 'B+' subordinated debt ratings to Richmond,
Virginia-based Chesapeake Corp.'s $300 million shelf registration.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit rating on the company.  The outlook is stable.

"We expect the company to continue to fund its acquisition program
in a balanced manner," said Standard & Poor's credit analyst
Dominick D'Ascoli.  "The outlook could be revised to stable in the
event of a large debt-financed acquisition."

Chesapeake Corp. is a paperboard and plastics packaging producer.


CHOICE COMMUNITIES: Committee Launches Formal Probe to Get Info
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Choice
Communities, Inc.'s chapter 11 case asks the U.S. Bankruptcy Court
for the District of Maryland for authority to examine the Debtor
pursuant to Rule 2004 of the Federal Rules of Bankruptcy.

Rule 2004 is an investigatory tool that allows a broad examination
of the Debtor's affairs for the purpose of obtaining information
relevant to the administration of the bankruptcy estate.

The Committee has expressed concern over the lack of information
about the status of the Debtor's bankruptcy case, financial
condition, business plan and plan of reorganization.

In letters dated May 25, 2005, and June 3, 2005, Stephen F. Fruin,
Esq., the Committee's counsel, asked the Debtor for information
and a meeting.  The Debtor has not responded to these requests.

The Committee wants information about the Debtor's:

    a) payments, including payment to insiders within one year
       prior to the filing of its bankruptcy petition;

    b) fulfillment of fiduciary duty to its unsecured creditors
       when it was insolvent;

    c) business operations for the past twenty-four months;

    d) business plan and status of plan of reorganization;

    e) compliance with regulations of various Maryland state
       healthcare regulatory bodies;

    f) financial transactions with Senior Care Management
       Services, Inc., its management company; and the Debtor's

    g) conduct, properties, liabilities, financial condition and
       other acts that may affect the administration of its
       estate.

The Committee says the examination is necessary and is in support
of its duty to supervise the Debtor's reorganization efforts and
business operations for the benefit of unsecured creditors.

Headquartered in Baltimore, Maryland, Choice Communities, Inc.,
owns and operates a licensed 180-bed nursing facility.  The
Company filed for chapter 11 protection on Jan. 24, 2005 (Bankr.
D. Md. Case No. 05-11536).  Joel I. Sher, Esq., at Shapiro Sher
Guinot & Sandler represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million and $10 million and
estimated debts between $10 million to $50 million.


CITATION CORP: Names Geoffrey Bell as Chief Financial Officer & VP
------------------------------------------------------------------
Citation Corp. promoted Geoffrey A. Bell to Vice President and
Chief Financial Officer.

Mr. Bell, 56, joined Citation in September 2000 as Treasurer and
was promoted to Vice President and Treasurer in 2001.  Prior to
joining Citation, Mr. Bell served for 12 years at Tyler
Refrigeration Corp., a business unit of Carrier Corporation, where
he held jobs as Manager of Manufacturing Accounting, Director of
Finance, and Vice President and Treasurer, and CFO.

Mr. Bell, who was instrumental in Citation's successful emergence
from Chapter 11 bankruptcy in May, is a certified public
accountant and a graduate of the University of Wisconsin, where he
earned bachelors degrees in mathematics and accounting.

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes.  The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130).  Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors.  When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than $100 million in assets and debts.  Judge
Tamara O. Mitchell confirmed the company's Second Amended Joint
Plan of Reorganization on May 18, 2005.


COLLINS & AIKMAN: Moody's Withdraws $1.7 Billion Junk Ratings
-------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Collins &
Aikman Products Co. in conjunction with the May 17, 2005 voluntary
filing by holding company Collins & Aikman Corporation and
substantially all of its domestic subsidiaries to reorganize under
Chapter 11 of the Bankruptcy Code.  None of the company's
affiliates outside of the US (which account for approximately 40%
of consolidated revenues) were included in the filing.

C&A's management indicated that the decision to file for
bankruptcy was triggered by mounting liquidity issues which
threatened to prevent the company from meeting its obligations in
the ordinary course of business.  The company expects to utilize
the Chapter 11 process to reorganize the company with the goal of
emerging with a meaningfully de-leveraged balance sheet and
improved operating metrics.  The company retained Kroll Zolfo
Cooper LLC as financial adviser and appointed a member of this
firm as chief restructuring officer.

C&A received a commitment from JPMorgan Chase for up to
$300 million in debtor-in-possession financing, and has received
interim approval to utilize up to $150 million of the total.  The
company expects to have sufficient liquidity to meet post-petition
operating expenses upon receipt of court approval to access the
full amount of the DIP financing and generation of improved cash
flow from operations.

These specific ratings associated with Collins & Aikman Products
Co. were withdrawn:

   -- C rating for C&A's $415 million of 12.875% guaranteed senior
      subordinated notes due August 2012

   -- Ca rating for C&A's $500 million of 10.75% guaranteed senior
      unsecured notes due December 2011

   -- Caa2 ratings for C&A's $750 million of guaranteed senior
      secured credit facilities, consisting of:

      * $105 million revolving credit facility due August 2009;

      * $170 million supplemental deposit-linked revolving credit
        facility due August 2009; and

      * $475 million (increased from $400 million) term loan B due
        August 2011.

   -- Caa2 corporate family rating (formerly known as senior
      implied rating)

   -- Ca senior unsecured issuer rating

   -- SGL-4 speculative grade liquidity rating

Collins & Aikman Corporation, headquartered in Troy, Michigan, is
a leading designer, engineer, and manufacturer of automotive
interior components, including:

   * instrument panels,
   * fully assembled cockpit modules,
   * floor and acoustic systems,
   * automotive fabric,
   * interior trim, and
   * convertible top systems.

Annual revenues currently approximate $4 billion.


COLLINS & AIKMAN: Dow Jones CDX HY Funded Notes' Recovery Values
----------------------------------------------------------------
CDS IndexCo LLC, the owner of the Dow Jones CDX family of credit
derivative indexes, disclosed the final recovery values with
respect to the Collins & Aikman portion of the DJ CDX High Yield
funded notes (Series 3 and 4).  The final recovery values are the
weighted average of the price of bonds sold over three auctions
held on June 8, 15 and 22, 2005.

The recovery rates are:

        Index                     Recovery Rate
        -----                     -------------
   DJ CDX HY S4 T1                   41.92%
   _____________________________________________

   DJ CDX HY S3 T1
   DJ CDX HY S3 T3                   41.53%
   _____________________________________________

   DJ CDX HY S3 T4                   41.42%
   _____________________________________________

The auctions are a result of the announcement by Collins & Aikman
Corporation that it and all of its U.S. subsidiaries filed
voluntary petitions to reorganize under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court.

These notes are affected by the cash settlement:

       INDEX           COUPON         MATURITY              CUSIP
       -----           ------         --------              -----
   DJ CDX HY S4 T1      8.25          6/29/2010         26062RAA8
   DJ CDX HY S3 T1      7.75         12/29/2009         26056RAA6
   DJ CDX HY S3 T3      8.00         12/29/2009         26056RAC2
   DJ CDX HY S3 T4     10.50         12/29/2009         26056RAD0

As of May 19, 2005, the affected notes have traded on a factored
basis, without inclusion of Collins & Aikman.  The recovery amount
with respect to the Collins & Aikman portion of the notes will be
paid on June 29, 2005, to holders of record as of May 23, 2005.

The member banks that are part of the CDS IndexCo consortium
include:

   -- ABN AMRO,
   -- Bank of America,
   -- Barclays Capital,
   -- Bear Stearns,
   -- BNP Paribas,
   -- Citigroup,
   -- Credit Suisse First Boston,
   -- Deutsche Bank,
   -- Goldman Sachs,
   -- HSBC,
   -- JPMorgan,
   -- Lehman Brothers,
   -- Merrill Lynch,
   -- Morgan Stanley,
   -- UBS, and
   -- Wachovia.

Not all members of the consortium were involved in the structuring
of the notes.

These dealers are the subset of CDS IndexCo member dealers that
have been involved in the HY funded notes:

   Bear Stearns               Russell Sherman, 212-272-5219

   Citigroup                  Danielle Romero-Apsilos, Corporate and
                              Investment Banking Group Communications,
                              212-816-2264

   Credit Suisse First Boston John Gallagher, Corporate Communications,
                              212-325-0932

   Deutsche Bank              Michele Agostinho, Press Office,
                              212-250-4864

   Goldman Sachs              Ed Canaday, VP, Media Relations,
                              212-357-0005

   JPMorgan                   Michael Dorfsman, Corporate Communications
                              212-270-7317

   Lehman Brothers            Kerrie Cohen, Corporate Communications
                              212-526-4092

   Merrill Lynch              Michael Duvally, Media Relations,
                              212-449-3260

   Morgan Stanley             Mark Lake, Media Relations 212-761-0814

   UBS                        Kris Kagel, UBS Corporate Communications,
                              212-713-8703

CDS IndexCo is a consortium of 16 investment banks which are
licensed to be market makers in the Dow Jones CDX indexes.  The
market makers include: ABN AMRO, Bank of America, Barclays
Capital, Bear Stearns, BNP Paribas, Citigroup, Credit Suisse First
Boston, Deutsche Bank, Goldman Sachs, HSBC, JPMorgan, Lehman
Brothers, Merrill Lynch, Morgan Stanley, UBS, and Wachovia.

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


COMBUSTION ENG'G: Hires Bankruptcy Services as Claims Agent
-----------------------------------------------------------
Combustion Engineering, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Bankruptcy
Services LLC as claims, noticing, and balloting agent substituting
Trumbull Associates, L.L.C., nunc pro tunc to June 18, 2005.

BSI is a data processing firm that specializes in noticing, claims
processing, and other administrative tasks in chapter 11 cases.

BSI will:

   (a) prepare and serve required notices in the Debtor's chapter
       11 case, including:

       1. a notice of the claims bar date;

       2. notices of objections to claims;

       3. notice of any hearings on the Modified Disclosure
          Statement and confirmation of the Modified Plan; and

       4. other miscellaneous notices as the Debtor or Court may
          deem necessary or appropriate for an orderly
          administration in the Debtor's case.

   (b) within five business days after the service of a particular
       notice, file with the Clerk's Office a certificate or
       affidavit of service that includes:

       1. a copy of the notice served,

       2. an alphabetical list of persons on whom the notice was
          served, alon with their addresses, and

       3. the date and manner of service.

   (c) maintain copies of all proofs of claim and proofs of
       interests filed in the Debtor's case;

   (d) maintain official claims registers in the Debtor's case by
       docketing all proofs of claim and proofs of interest in a
       claims database that includes the following information for
       each claim or interest asserted:

       1. the name and address of the claimant or interest holder
          and any agent thereof, if the proof of claim or proof of
          interest was filed by an agent;

       2. the date the proof of claim or proof of interest was
          received by BSI and or the Court;

       3. the claim number assigned to the proof of claim or proof
          of interest; and

       4. the asserted amount and classification of the claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

   (g) maintain an up-to-date list for all entities that have
       filed proofs of claim or proofs of interest and make such
       list available upon request to the Clerk's Office or
       party-in-interest;

   (h) maintain and update a website containing up-to-date
       information regarding significant events and deadlines in
       the Debtor's case and copies of certain court documents;

   (i) provide access to the public for examination of the proofs
       of claim or proofs of interest filed in the Debtor's case
       without charge during regular business hours;

   (j) record all transfers of claims pursuant to Rule 3001(e) of
       the Fedral Rules of Bankruptcy and provide notice of such
       transfers, directed to do so by the Court;

   (k) promptly comply with such further conditions and
       requirements as the Clerk's Office or the Court may at any
       time prescribe; and

   (l) mail solicitation packages in connection with the Modified
       Plan and Modified Disclosure Statement, receive and
       maintain copies of all ballots voting in favor of or
       against the Modified Plan, and docket all ballots in a
       balloting database that includes the following information
       for each ballot received:

       1. the name and address of the claimant or interest holder
          and any agent thereof, if the ballot was filed by an
          agent;

       2. the date the ballots was received by BSI;

       3. the claim number assigned to the ballot; and

       4. the asserted amount and classification of the claim of
          the entity that returned the ballot; and

   (m) provide other claims processing, noticing, balloting, and
       related administrative services as may be requested from
       time to time by the Debtor.

Ron Jacobs, the president of Bankruptcy Services LLC, discloses
that BSI's professionals' bill:

      Designation                           Hourly Rate
      -----------                           -----------
      Senior Manager/On-Site Consultant         $225
      Other Senior Consultant                   $185
      Programmer                            $130 - $160
      Associate                                 $135
      Data Entry/Clerical                    $40 -  $60
      Schedule Preparation                      $225

The papers submitted to the Court did not state the reasons for
the substitution of Trumbull as the Debtor's claims agent.

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

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

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

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

                      The Chapter 11 Filing

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

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

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

               Combustion Engineering's History

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

                    Bankruptcy Professionals

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

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

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

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


CONTECH CONSTRUCTION: S&P Affirms BB- Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and bank loan ratings on Middletown, Ohio-based Contech
Construction Products Inc.

It also affirmed its '3' recovery rating on Contech's existing
credit facilities, which are being amended.  The recovery rating
indicates the likelihood of a meaningful (50%-80%) recovery in the
event of a payment default.

The first-lien revolving credit facility due in 2009 will be
reduced to $100 million from $125 million.  Contech is also
planning a $100 million add-on to its existing $225 million first-
lien term loan B due in 2010.

Proceeds from the term loan add-on will be used to purchase pre-
cast concrete bridge designer and manufacturer Con/Span Bridge
Systems Ltd. and Bridge Technologies LLC, two unrated entities
related to each other, for a total of $72 million.

Proceeds will also repay revolving credit facility borrowings used
to acquire Stormwater Management Inc, a manufacturer of storm-
water treatment solutions, for $35 million in April 2005.  Both
acquisition amounts exclude potential future earn-out payments.

The company has grown through a series of acquisitions and will
continue to look for acquisitions in order to bolster its market
positions.

"We expect that any large acquisitions will be financed with some
equity.  A negative rating action could result if Contech finances
acquisitions in a way that drives peak total debt to EBITDA above
4x or if Contech's funds from operations to total debt ratio
averages less than 15%-20% over the intermediate term," said
Standard & Poor's credit analyst Lisa Wright.  "A ratings upgrade
is unlikely because of the potential for further acquisitions and
dividends, as well as the relatively small size of free cash
flows."

Contech manufactures and distributes products for the U.S. civil
engineering infrastructure sector.

For the $100 million revolving credit facility due 2009 and the
$325 million first-lien term loan B due 2010 the borrower is
Contech Construction Products Inc., the wholly owned operating
subsidiary of privately held Contech Holding Corp.

The credit facilities are guaranteed by the parent holding
company, all current subsidiaries, and any future domestic
subsidiaries.  Certain future foreign subsidiaries would provide a
partial guarantee.  The facilities are secured by all assets and
capital stock of Contech and its subsidiaries.


DELPHI CORP: Names Robert Miller as New Chairman & CEO
------------------------------------------------------
The Board of Directors of Delphi Corp. (NYSE: DPH) named Robert S.
"Steve" Miller as the company's new chairman and chief executive
officer, effective July 1, 2005.  Mr. Miller, 63, most recently
the non-executive chairman of Federal Mogul, will succeed long-
time industry executive and Delphi's founding chairman, J.T.
Battenberg III.  Mr. Battenberg, 62, had earlier announced his
intention to retire before the end of the year, following 44 years
in the industry.  He had agreed to remain at Delphi until a
successor was in place.

Mr. Miller also will become the chairman of the Delphi Strategy
Board, the company's top policy-making group.  He will oversee the
transformation strategy underway at the company, including its
growth objectives and resolution of financial issues.

"Steve's global experience at a wide variety of companies will be
very helpful as Delphi continues to balance its growth and
customer diversification with solving its legacy cost issues -
particularly in North America," said John D. Opie, lead director
of the Delphi Board and retired vice chairman of General Electric.
"We expect a seamless transition between J .T. and Steve.  The
Board will be working closely with Steve on a number of scenarios
to return Delphi to its position of strength in the industry."

The selection of Mr. Miller brings to closure the six-month
internal and external search for Battenberg's successor, which was
conducted by the Board.  Mr. Opie also said that Mr. Battenberg
has agreed to be available for 30 days of consulting with the
Board of Directors and Mr. Miller to assure a smooth transition.

"J.T. has concluded a long and distinguished career in the auto
industry," said Mr. Opie.  "His vision helped to create Delphi,
and his leadership has helped it grow into a global technology
leader with a diverse customer base."

"I am pleased to be joining the Delphi team," said Mr. Miller.
"There are well-known challenges facing the company, and I am
eager to begin working with the senior management team on efforts
to resolve them.  While there are issues to address, I am excited
about the technology, people, and the opportunities at Delphi."

"I am leaving the company in extremely capable hands," Mr.
Battenberg said.  "I have truly loved the past four decades in the
auto industry, and am proud of our progress in transforming
Delphi, of the technologies we continued to introduce, and of our
leadership team.  Mostly, I am proud of the terrific people who
work here and I will miss them."

These officers will report to Miller:

   * Rodney O'Neal, president and chief operating officer;

   * David B. Wohleen, vice chairman;

   * Mark R. Weber, executive vice president, operations,
     corporate affairs, and human resources;

   * John D. Sheehan, acting chief financial officer and chief
     accounting officer; and

   * Logan Robinson, vice president and chief legal counsel.

Reporting relationships of the company's other officers will
remain the same.

Delphi Corp. -- http://www.delphi.com/-- is the world's largest
automotive component supplier with annual revenues topping
$25 billion.  Delphi is a world leader in mobile electronics and
transportation components and systems technology.   Multi-national
Delphi conducts its business operations through various
subsidiaries and has headquarters in Troy, Michigan, USA, Paris,
Tokyo and Sao Paulo, Brazil. Delphi's two business sectors --
Dynamics, Propulsion, Thermal & Interior Sector and Electrical,
Electronics & Safety Sector -- provide comprehensive product
solutions to complex customer needs.  Delphi has approximately
186,500 employees and operates 171 wholly owned manufacturing
sites, 42 joint ventures, 53 customer centers and sales offices
and 34 technical centers in 41 countries.

                        *     *     *

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


EMBARCADERO AIRCRAFT: Fitch Holds Default Rating on Class D Notes
-----------------------------------------------------------------
Fitch Ratings has taken the following rating actions for
Embarcadero Aircraft Securitization:

     -- Class A-1 notes are downgraded to 'B-' from 'B';
     -- Class A-2 notes are affirmed at 'B';
     -- Class B notes remain rated 'C';
     -- Class C notes remain rated 'C';
     -- Class D notes remain rated 'D'.

Though EAST has shown some improvement in cash flow over the past
several months, the transaction has not yet improved in line with
Fitch's expectations.  Currently minimum principal is required to
be paid to the class A-2, class B, class C, and class D notes, but
only the class A-2 notes are receiving a principal allocation.  In
addition, classes B, C, and D are accruing missed interest on a
monthly basis.  The A-1 notes continue to accrue maturity step-up
interest as it was not refinanced when scheduled in August 2003.

EAST originally issued $792.6 million of notes in August 2000 and
currently has approximately $712 million outstanding.  EAST is a
Delaware business trust formed to conduct limited activities,
including the buying, owning, leasing and selling of commercial
jet aircraft.  EAST's current portfolio is comprised of 34
aircraft.  Primary servicing is being performed by GATX Financial
Corporation, (rated 'BB' by Fitch) while the administrative agent
role is being performed by Phoenix American Financial Services,
Inc.


ENRON CORP: Inks Pacts Resolving Claims Under Mirant Contracts
--------------------------------------------------------------
Reorganized Enron Corporation and its debtor-affiliates entered
into a stipulation settling claims with:

    -- Mirant Corporation,
    -- Mirant Americas Energy Marketing, LP,
    -- Mirant Americas Inc.,
    -- Mirant California, LLC,
    -- Mirant Americas Energy Capital, LP,
    -- Mirant Europe B.V., and
    -- Mirant Canada Energy Marketing, Ltd.

The Reorganized Enron Debtors and the Mirant Entities have been
parties to financial and physical trading contracts relating to
the purchase or sale of energy products and services.  Enron
Corp. issued guaranties for the Contracts in favor of the Mirant
Entities.

In connection with the Enron Debtors' Chapter 11 cases, the
Mirant Entities filed numerous claims including:

    Mirant Entity      Enron Entity    Claim No.    Claim Amount
    -------------      ------------    ---------    ------------
    MAEM               Enron             13001       $72,441,204
    MAEM               ENA               13003        63,290,996
    Mirant Europe      ECTRIC            13015         7,709,672
    Mirant Europe      Enron             13038         7,709,672
    MAEM               EES               13002      undetermined
    Mirant Corp.       EPMI              13017      unliquidated
    Mirant Corp.       ENA               13018      unliquidated
    MAEM               EPMI              13037         9,138,180
    Mirant Corp.       ECTRIC            13039      undetermined
    Mirant Canada      ENA               13087         1,170,707
    Mirant Canada      Enron             13099         1,840,000
    Mirant Americas    EPMI              13101      undetermined
    Mirant California  EPMI              13102      undetermined
    Mirant Corp.       EES               13121      undetermined
    MAEC against       ENA               13122      undetermined
    MAEM               EEMC              13123      undetermined
    MAEM               EESO              15097      undetermined

As previously reported, ENA objected to Claim No. 13003 and
sought its disallowance.

The Reorganized Enron Debtors also filed various claims in the
Mirant Entities' Chapter 11 cases in the U.S. Bankruptcy Court
for the Northern District of Texas, Fort Worth Division.  Among
these are:

    Enron Entity       Mirant Entity    Claim No.    Claim Amount
    ------------       -------------    ---------    ------------
    ENA Upstream       MAEM                6289        $5,786,198
    EPMI               MAEM                6292      undetermined
    EES                MAEM                6288      undetermined
    ENA                MAEM                6290      undetermined
    ENA                Mirant Corp.        6291      undetermined

After engaging in extensive, arm's-length and good faith
negotiations, the Parties reached an agreement on the Mirant
Claims and Enron Claims pursuant to the terms of the Stipulation.
The Parties stipulate and agree that:

    1. Four of the Mirant Claims will be allowed:

          -- Claim No. 13001 will be allowed as a class 185
             general unsecured guaranty claim against Enron for
             $50,000,000;

          -- Claim No. 13003 will be allowed as a class 5 general
             unsecured claim against ENA for $53,401,574;

          -- Claim No. 13015 will be allowed as a class 42 general
             unsecured claim against ECTRIC for $7,709,762; and

          -- Claim No. 13038 will be allowed as a class 185
             general unsecured guaranty claim against Enron for
             $3,854,881.

    2. Two Enron Claims will be allowed:

          -- Claim No. 6289 will be allowed as a general unsecured
             claim against MAEM for $5,786,198; and

          -- Claim No. 6292 will be allowed as general unsecured
             claim against MAEM for $10,111,687.

    3. Except for the Allowed Mirant Claims, all Mirant Claims,
       including scheduled claims, will be disallowed and
       expunged; provided that the portion of Claim No. 13037
       related to certain actions pending before the Federal
       Energy Regulatory Commission will not be deemed withdrawn
       and expunged.

    4. Except for the Allowed Enron Claims, all remaining Enron
       Claims, including scheduled claims, will be disallowed and
       expunged.

    5. Within 30 days from the approval of the settlement, EPMI
       will be entitled to file a proof of claim with the Mirant
       Bankruptcy Court against MAEM for refunds that MAEM may be
       determined to owe to EPMI by the FERC arising out of sales
       made by MAEM in the markets administered by the California
       Independent System Operator and the California Power
       Exchange from October 2, 2000, to June 20, 2001.

    6. The Parties will mutually release one another with respect
       to obligations under the Mirant Contracts, Guarantees,
       Mirant Claims and Enron Claims.

    7. The settlement will be binding on the Parties, subject to
       the entry of an order approving the terms of the Settlement
       Agreement by the Enron Bankruptcy Court and the Mirant
       Bankruptcy Court.

    8. ENA's Objection will be deemed resolved and withdrawn.

The Parties believe that the compromise and settlement contained
in the Stipulation constitutes the exchange of reasonably
equivalent value to settle the matters among them relating to the
Mirant Contracts.

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

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


ENRON CORP: Inks Pact Estimating Meter Error Claims at $22.72 Mil.
------------------------------------------------------------------
The California Department of Water Resources filed an
administrative expense claim asserting administrative priority
for:

    -- claims based on meter-reading errors,
    -- reallocation of Cost Responsibility Surcharges, and
    -- postpetition market manipulation claims.

The meter reading error claims, estimated at $22.72 million,
allegedly resulted from an underreporting of electricity consumed
by the retail electricity customers of Enron Power Marketing,
Inc., Enron Energy Services, Inc., and Enron Energy Marketing
Corp. and their concomitant underpayment, as Scheduling
Coordinator, to the California Independent System Operator for
electricity that had actually been consumed.

A final determination however cannot be made until California ISO
completes its recalculation of the market, CDWR asserts.

The Debtors dispute the CDWR Claim.  However, in support of CDWR,
California ISO affirmed that the ultimate right of collection of
the Meter Error Claims belongs to the principals in the market --
the Scheduling Coordinators including CDWR -- and not to the ISO.

The Debtors and CDWR stipulate that:

    1. The Meter Error Claim is estimated and provisionally
       allowed for $22.72 million, only for purposes of the
       initial distribution to unsecured creditors.  EPMI will
       reserve the $22.72 million on account of the Meter Error
       Claim.

    2. The Stipulation will not restrict, limit or impair the
       rights of CDWR to seek an increased amount on account of
       the Meter Error Claim against any Debtor entity named in
       the claim once the final California ISO data is available,
       or the rights of the Debtors to contest the validity,
       amount, nature or priority of the Meter Error Claim.

    3. California ISO's Claim Nos. 24910 and 24911 against EPMI
       are withdrawn to the extent those claims are duplicative of
       the Meter Error Claim of CDWR.

    4. Except as otherwise provided, the CDWR Claim, including the
       claim for reallocation of the Cost Responsibility
       Surcharges and the postpetition market manipulation claims,
       is disallowed with prejudice.

Judge Gonzalez approves the Stipulation.

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

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


ENRON CORP: Alan Quaintance Taps Schulman Treem as Legal Counsel
----------------------------------------------------------------
As previously reported, Alan Quaintance, a current employee of
Enron Corp., agreed to cooperate with the Government as a witness
in its investigation.

Mr. Quaintance has been cooperating, and intends to continue to
cooperate, with the Enron Task Force as a witness in its
investigation.

On April 5, 2005, the Government's counsel in the Enron Task Force
Case, United States v. Hirko, et al., in Houston, Texas, notified
Mr. Quaintance's counsel that the Government wished to interview
Mr. Quaintance in anticipation of using him as a witness in the
Hirko case.  Since Mr. Quaintance's counsel was representing a
defendant in that case, the Government advised Mr. Quaintance's
counsel that a conflict of interest will arise.

As a result, on April 6, 2005, Mr. Quaintance retained Schulman,
Treem, Kaminkow, Gilden & Ravenell, P.A., to represent him.

By this application, Mr. Quaintance seeks the Court's permission
to retain the law firm of Schulman, Treem, Kaminkow, Gilden &
Ravenell, P.A., effective April 6, 2005, as his counsel.

Schulman has been and will continue:

    a. representing Mr. Quaintance as witness in connection with
       specific civil, criminal, and administrative investigations
       or other regulatory matters relating to the Debtors
       involving any branches or agencies of the U.S. Government,
       as well as similar matters initiated by foreign or domestic
       state or local governmental entity;

    b. representing Mr. Quaintance as a witness in any litigation
       or arbitration matters relating to the Government
       Investigations;

    c. attending meetings with third parties with respect to the
       Government Investigations on behalf of Mr. Quaintance;

    d. appearing before the Bankruptcy Court, any district or
       appellate courts, and the U.S. Trustee on behalf of Mr.
       Quaintance with respect to the Government Investigations;

    e. facilitating and coordinating communications between Mr.
       Quaintance and other parties in connection with the
       Investigations; and

    f. performing on behalf of Mr. Quaintance the full range of
       legal services normally associated with the Investigations.

Joshua R. Treem, Esq., at Schulman, Treem, Kaminkow, Gilden &
Ravenell, P.A., has been and will continue to be the lead
attorney representing Mr. Quaintance.  Andrew M. Dansicker, Esq.,
another partner, will assist Mr. Treem

Schulman's hourly rates for partners, which is adjusted from time
to time, ranges from $280 to $450.  Mr. Treem's hourly rate is
$450 while Mr. Dansicker's is $280.

As of June 10, 2005, Schulman has devoted attorney time and
expenses for services rendered to Mr. Quaintance in connection
with the Investigations of around 35 hours.

Mr. Treem assures the Court that the partners and associates of
Schulman do not have any connection with the Debtors, their
creditors or any other party-in-interest, or their attorneys.
Schulman meets the standard for retention as special counsel in
that the firm does not hold or represent any interest adverse to
the Debtors or to their estates in the matters with respect to
which it is to be engaged, Mr. Treem adds.

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

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


ENTECH ENVIRONMENTAL: March 31 Balance Sheet Upside-Down by $1MM
----------------------------------------------------------------
EnTech Environmental Technologies, Inc. (OTC Bulletin Board: EEVT)
reported results for the second quarter ended March 31, 2005.

For the three months ended March 31, 2005, due to sales reported
from the continuing operations of its H.B. Covey subsidiary, the
Company reported gross sales of $1,418,666 as compared to $299,863
for the three months ended March 31, 2004, an increase of
$1,118,803 or approximately 373% over the previous year.

The Company's net income from continuing operations increased from
a loss of $2,110,005 for the three months ended March 31, 2004 to
a profit of $77,049 for the three months ended March 31, 2005, an
improvement of $2,187,104.  Interest expense for the three months
and six months ended March 31, 2005 was $162,721 and $306,260,
respectively; these amounts include amortization of the discount
associated with the beneficial conversion feature of the Company's
convertible notes payable; this amortization accounted for
$122,162 and $254,858 of interest expense for the three months and
six months periods, respectively.

"We have been executing a back-to-basics business plan subsequent
to the restructuring of EnTech initiated last Fall," Burr D.
Northrop, the Company's President and chief financial officer
said.

"With H.B. Covey, Inc., the sole operational subsidiary, the
Company has been focused on operating our construction and
maintenance businesses with margins allowing for profitable
operations.  Concurrently we launched our Consumer Services
division and while establishing a profitable base with our Sears
relationship, have become their largest stocking installer in the
country.

"The Company has been solidly retrenching its relationships with
its key customers in all divisions resulting in incremental sales
growth as well as better managed receivables.  With other
competitors exiting the construction and maintenance businesses
regionally, we are positioned to take advantage of these changed
market conditions and will be carefully evaluating our growth
plans for strategic moves which do not come at the expense of
profitability.

"We will be targeting steady growth and profitability as we
continue to fine-tune our internal controls and build the
administrative infrastructure to support both."

EnTech Environmental Technologies, Inc., is a public company
trading on the OTC Bulletin Board under the symbol EEVT.  EnTech
is the parent company of its wholly owned subsidiary H.B. Covey,
Inc.  Covey was founded in 1947 and offers a variety of services
including; general and specialized construction, complete fuel
system repair and maintenance and major household appliance
installations.  With a current operational concentration in the
Southern California region, Covey leverages its dispatch
infrastructure and the technical skill base of its personnel
across its divisions.

At Mar. 31, 2005, EnTech Environmental Technologies, Inc.'s
balance sheet showed a $1,034,852 stockholders' deficit, compared
to a $1,111,901 deficit at Dec. 31, 2004.


EYE CARE: Moulin Global Restructuring Cues S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Eye Care
Centers of America Inc. to negative from stable.

"The outlook revision follows the announcement that creditors of
ECCA's majority shareholder, Moulin Global Eyecare Holdings Ltd.,
filed a winding-up petition against Moulin in a Hong Kong court,"
said Standard & Poor's credit analyst Ana Lai.

Although it currently appears that ECCA will be excluded from any
debt restructuring agreement between Moulin and its creditors,
Standard & Poor's believes that operating margins improvements
previously anticipated from ECCA's supply agreements with Moulin
now may not materialize.

Furthermore, Standard & Poor's still has some concerns over
possible spillover impacts resulting from the majority owner's
financial difficulties, such as a potential change in control put
or a buyout of Moulin's ECCA interest resulting in additional
balance sheet debt.

The 'B' corporate credit, senior secured, and 'CCC+' subordinated
debt ratings on San Antonio, Texas-based Eye Care Centers of
America reflect the company's participation in the increasingly
competitive and promotional optical retail industry, its small
size relative to key competitors, and high debt leverage.

The company, which is the third-largest optical retail chain in
the U.S., benefits from its satisfactory market position in the
relatively stable, but highly competitive and fragmented, U.S.
optical retail market.  Still, industry fundamentals remain
positive, supported by favorable demographics, product
innovations, and the growing role of managed care in this
industry.

Eye Care Centers operates 377 stores, primarily in the superstore
format, under nine different brands.


FEDERAL FORGE: Bharat Forge Acquires Assets for $9.1 Million
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
approved the sale of substantially all of the assets of Federal
Forge Inc. to Bharat Forge America, Inc., for $9,100,000.

Donnelly Penman Partners, LLC, the Debtor's investment banker,
marketed and sought buyers for the Debtor's assets last year.  As
a result, the Debtor held an auction to sell the assets on Nov.
29, 2004.  The auction was cancelled when nobody appeared to top
FFI Acquisition, LLC's stalking horse bid.  Ultimately, FFI was
unable to close the sale transaction and forfeited its $500,000
deposit to Federal Forge.

Bharat Forge Limited and the Charlton Group submitted an initial
bid in August 2004 but was rejected as the lead bidder.  After the
FFI transaction failed to close, Bharat formed the Bharat Limited
Inc. to act as buyer for the Federal Forge business.  Bharat
Limited then successfully negotiated for the acquisition of
Federal's business.

                     About Bharat Forge

Bharat Forge is the second largest forging company in the world.
With manufacturing facilities in India and Germany, Bharat Forge
is India's largest exporter of auto components.  CDP - Bharat
Forge at Ennepetal, Germany, a 100% subsidiary of Bharat Forge,
gives Bharat Forge a wider market presence, larger product
offering, deeper penetration into the passenger car market and a
developed country location, while the recently concluded CDP AT
acquisition marks the entry of the company into the aluminium auto
component business.

Headquartered in Lansing, Michigan, Federal Forge, Inc.
-- http://www.durgam.com/-- is a supplier specializing in
nonsymetrical forgings.  The Company filed for chapter 11
protection on February 19, 2004 (Bankr. Mich. Case No. 04-01738).
Lawrence A. Lichtman, Esq., at Carson Fischer, PLC represents the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $10 million.


FRANK SORBELLO: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Frank L. Sorbello & Ann J. Sorbello
         dba Frank L. Sorbello Greenhouses & Farms
         112 Martin Avenue
         Highland, New York 12528

Bankruptcy Case No.: 05-36808

Type of Business: The Debtors operate vegetable farms.  The
                  Debtors also build greenhouses.  The Debtors
                  previously filed for chapter 11 protection on
                  Nov. 5, 2004 (Bankr. S.D.N.Y. Case No.
                  04-37591), and on Apr. 14, 2005 (Bankr. S.D.N.Y.
                  Case No. 05-35906).

Chapter 11 Petition Date: June 27, 2005

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtors' Counsel: Lawrence M. Klein, Esq.
                  Drake, Sommers, Loeb, Tarshis,
                  Catania & Liberth PLLC
                  1 Corwin Court
                  P.O. Box 1479
                  Newburgh, New York 12550
                  Tel: (845) 561-2500
                  Fax: (845) 561-2520

Total Assets: $1,748,360

Total Debts:  1,081,672

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
   Baldwin, Marian               Value of Collateral:   $116,000
   15 Bartlett Drive             $75,000
   Marlboro, NY 12542

   Henry F. Mitchell Co.                                 $28,658
   P.O. Box 60160
   King of Prussia, PA 19405-0160
   Attn: President

   Ford Motor Credit             Value of Collateral:    $23,000
   Drawer 55-593                 $20,000
   P.O. Box 55000
   Detroit, MI 48255-0953
   Attn: President

   Ford Motor Credit             Value of Collateral:    $21,000
   Drawer 55-593                 $20,000
   P.O. Box 55000
   Detroit, MI 48255-0953
   Attn: President

   Ford Motor Credit             Value of Collateral:    $20,000
   Drawer 55-593                 $17,500
   P.O. Box 55000
   Detroit, MI 48255-0953
   Attn: President

   Ford Motor Credit             Value of Collateral:    $17,000
   Drawer 55-593                 $15,000
   P.O. Box 55000
   Detroit, MI 48255-0953
   Attn: President

   Bank One Mastercard                                   $12,442
   P.O. Box 15153
   Wilmongton, DE 19886-5153
   Attn: President

   Discover                                              $12,149
   P.O. Box 15251
   Wilmington, DE 19886-5251
   Attn: President

   Discover                                              $11,633
   P.O. Box 15251
   Wilmington, DE 19886-5251
   Attn: President

   GMAC                          Value of Collateral:    $10,000
   P.O. Box 630070               $8,000
   Dallas, TX 75263-0070
   Attn: President

   Ford Motor Credit             Value of Collateral:    $10,000
   Drawer 55-593                 $6,000
   P.O. Box 55000
   Detroit, MI 48255-0953
   Attn: President

   Capital One Bank                                       $9,528
   P.O. Box 85147
   Richmond, VA 23276

   MBNA                                                   $8,961
   P.O. Box 15137
   Wilmington, DE 19886-5137
   Attn: President

   Inland Paperboard & Packaging, Inc.                    $8,950
   120 East Ross Avenue
   El Centro, CA 92243
   Attn: President

   Affuso's Plumbing & Heating                            $6,550
   1504 Route 9W
   P.O. Box 578
   Marlboro, NY 12542
   Attn: President

   Household Finance                                      $3,500
   P.O. Box 17574
   Baltimore, MD 21297
   Attn: President

   Dakota Financial, LLC                                      $1
   600 East Boulevard
   Bismarck ND 58505-0599
   Attn: President


HARVEST ENERGY: Property Acquisition Cues S&P to Watch Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit rating on Harvest Energy Trust and 'B-' senior
unsecured debt rating on Harvest Operations Corp., a wholly owned
subsidiary of Harvest Energy, on CreditWatch with negative
implications, following the company's announcement of a
C$260 million debt-financed property acquisition in conjunction
with an increase in monthly unit distributions.

"Harvest Energy's intention to finance the British Columbia
property acquisition using its existing credit facility in
conjunction with an increase in the monthly distribution rate
could place significant pressure on the company's financial
profile," said Standard & Poor's credit analyst Jamie Koutsoukis.

"Although the acquired property is analogous with Harvest Energy's
current asset portfolio and adds strength to the trust's current
business position, the effect of an all-debt financing could
outweigh the potential benefits to Harvest Energy's business
profile.  We do not expect to resolve the CreditWatch placement
until the transaction closes, and we are able to fully assess the
transaction's effect on the trust's near- to medium-term financial
profile," Ms. Koutsoukis added.

Harvest Energy is a regional oil and gas producer, with existing
operations in four core areas in the Western Canadian Sedimentary
Basin:

    * southern Alberta,
    * east-central Alberta,
    * north-central Alberta, and
    * southeast Saskatchewan.

The trust's property acquisition, which is expected to close in
August, in northeast British Columbia extended Harvest Energy's
asset portfolio into a fifth operating area. Formed in July 2002,
Harvest Energy has built its proven reserves through acquisitions
and, to a much smaller extent, through exploration and development
activities.

The company's reserves and production mix are weighted toward
liquids, which currently account for 85% of its gross proven
reserves and 87% of its first-quarter production in 2005.  The
British Columbia property to be acquired by Harvest Energy is
comparable with its current land holdings, and, based on the
property's operating cost profile, the unit netbacks should be
improved when compared with those generated by the existing medium
oil assets.

Although the British Columbia assets are subject to relatively
higher royalty rates, operating costs are expected to be lower;
therefore, overall company netbacks should remain in line with the
firm's recent performance.  Harvest Energy's plan to fully finance
the acquisition using debt, in combination with the company's
announcement of a five Canadian cents per unit increase in
distributions, could place undue pressure on the financial profile
of the company.


HARVEST ENERGY: Inks C$260M Pact to Purchase Oil in Western Canada
------------------------------------------------------------------
Harvest Energy Trust (TSX:HTE.UN) entered into a definitive
agreement to purchase 5,200 barrels of oil per day (bopd) of
production in Western Canada for C$260 million before adjustments.

The purchase will be effective as of April 1, 2005 and is
anticipated to close on August 2, 2005 for net proceeds of
approximately $240 million. The highlights of the acquisition and
benefits to Harvest stakeholders are:

    - High quality property with a significant original oil in
      place accumulation, consistent with Harvest's targeted
      acquisition strategy;

    - 5,200 bopd of medium gravity oil (24 degrees API);

    - 19.8 million barrels of oil equivalent (MMBoe) of proved
      plus probable reserves (6% natural gas) (17.2 MMBoe after
      royalties) as determined by independent petroleum engineers;

    - Favourable acquisition parameters of $46,200 per bopd of
      current production, $13.15 per barrel of oil equivalent of
      P+P reserves;

    - Recycle ratio of 2.8 times based on the independent
      engineering assessment. Recycle ratio measures return on
      investment and is the ratio of the netback received from
      production divided by the acquisition cost per boe;

    - Reserve life index (RLI) of 10.4 years, bringing Harvest's
      overall RLI to approximately 8.4 years;

    - Area operating costs for 2005 estimated to be $7.75 per
      barrel;

    - 100% working interest and operated;

    - Significant inventory of property enhancement projects
      including infill drilling, fluid handling optimization and
      future natural gas oriented exploration and development
      opportunities;

    - Approximately 57,000 net undeveloped acres of land; and,

    - On a pro forma basis, Harvest's total production will be
      approximately 40,000 boepd.

The property is situated in northern B.C. Original oil in place
(OOIP) is estimated to be approximately 180 MMbbl with cumulative
recoveries to date of 5.6%.  Development to date has consisted of
multiple-leg horizontal producing and injection wells and
potential exists for additional infill wells.

Pressure support is provided by a natural gas cap, which the
independent engineering assumes will start to be produced in 2016.
74 drilling locations have been identified, but will be subject to
further analysis and economic evaluation.

Following from this acquisition, Harvest has approved a revised
capital budget for 2005 of $110 million.

Harvest is in the process of renewing its existing credit facility
and anticipates an increase in the capacity of this facility to
$400 million following this acquisition. This will provide
sufficient funding capacity to close this acquisition in August.

                        Hedging Update

Harvest has further executed on its risk management strategy by
entering into hedge contracts which significantly remove price
uncertainty from Harvest's sales of medium and heavy crude oil.

These hedges effectively fix the percentage discount from light
oil prices received by Harvest on the sale of 10,000 bopd of its
medium and heavy gravity crude.  Heavy and medium crude sells at a
discount to West Texas Intermediate (WTI), the light oil price
benchmark.

The differential between WTI and heavy oil prices fluctuates as a
percentage of WTI.  Over the past seven years, the differentials
between Lloydminster heavy (LLB) and Bow River (BR) crude streams
to WTI have averaged approximately 31% and 27%, respectively.
However, over the past five months, these differentials have
widened considerably, ranging to as high as 46% and averaging
approximately 41%.

These differentials have negatively impacted the realized price of
these grades of crude oil relative to light oil prices and have
created additional uncertainty over the net price received for a
portion of Harvest's production.

                          NYSE Listing

Harvest is seeking approval from the NYSE to list its trust units
and anticipates being listed before the end of July 2005.  As
Harvest is currently a registrant with the U.S. Securities and
Exchange Commission, this will not increase our existing reporting
obligations.  The Company believes a listing on the NYSE will
result in improved liquidity for all unitholders as well as
greater access to the U.S. capital markets.

The acquisition and the incremental hedging transactions are
evidence of the continued execution of the Company's business
strategy, whereby everything is focused on maintaining or
increasing its distributions.  The increase in monthly
distributions is a natural outcome of this strategy and we will
continue to strive to provide stable distributions with upside
potential that our unitholders have experienced to date.

Harvest Energy Trust -- http://harvestenergy.ca/-- is a Calgary-
based energy trust actively managed to deliver stable monthly cash
distributions to its Unitholders through its strategy of
acquiring, enhancing and producing crude oil, natural gas and
natural gas liquids.  Harvest trust units are traded on the
Toronto Stock Exchange (TSX) under the symbol "HTE.UN".

                        *     *     *

Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit rating on Harvest Energy Trust and 'B-' senior
unsecured debt rating on Harvest Operations Corp., a wholly owned
subsidiary of Harvest Energy, on CreditWatch with negative
implications, following the company's announcement of a
C$260 million debt-financed property acquisition in conjunction
with an increase in monthly unit distributions.


HAWAIIAN AIRLINES: Administrative Claims Must be Filed by July 2
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Hawaii,
Honolulu Division, set July 2, 2005, as the deadline for all
creditors owed money on account of administrative claims arising
after March 21, 2003, against Hawaiian Airlines, Inc., to file
proofs of claim.

Creditors must file written proofs of claim on or before the
July 2 Administrative Claims Bar Date and those forms must be sent
either by first class mail, overnight delivery or personal service
to the:

       Clerk of the Bankruptcy Court
       Mark Van Alsberg
       1132 Bishop St., Ste. 250L
       Honolulu, Hawaii 96813
       Phone: 808-522-8100, ext. no. 116

Hawaiian Airlines, Inc. -- http://www.HawaiianAir.com/-- filed a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Hawaii (Case No. 03-00827) on March 21, 2003.  Joshua
Gotbaum serves as the chapter 11 trustee for Hawaiian Airlines,
Inc.  Mr. Gotbaum is represented by Tom E. Roesser, Esq., and
Katherine G. Leonard, Esq., at Carlsmith Ball LLP and Bruce
Bennett, Esq., Sidney P. Levinson, Esq., Joshua D. Morse, Esq.,
and John L. Jones, II, Esq., at Hennigan, Bennett & Dorman LLP.
The Bankruptcy Court confirmed the Chapter 11 Trustee's Plan of
Reorganization on March 10, 2005.  The Plan took effect on June 2,
2005.


INTERSTATE BAKERIES: Wants to Sell Detroit Property for $515,000
----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates own a
parcel of real property at 1100 Oakman Avenue, in Detroit,
Michigan, which include an approximately 134,000-square foot
building.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, informs the Court that the Debtors are
currently using only 5% of the Building's total space or
approximately 6,528 rentable square feet of space for the
operation of a thrift store and the parking lot adjacent to the
thrift store.

As part of their review of cost cutting opportunities, the
Debtors determined that the efforts that had been undertaken
prepetition to sell the Detroit Property should be continued and
concluded to enable the Debtors to continue operating the Thrift
Store on the Property.

By this motion, the Debtors ask the Court for authority to sell
the Detroit Property to U.S. Pacific Management, Inc., an
Illinois corporation.

Hilco Industrial, LLC, and Hilco Real Estate, LLC, assisted the
Debtors in marketing the Detroit Property.  Before the Petition
Date, the Debtors received another offer from a prospective
purchaser who was willing to enter into a lease with the Debtors
in connection with the sale of the Property.  That agreement,
however, terminated in accordance with its terms as certain
contingencies contained therein were never met.

The salient terms of the Asset Sale Agreement, as amended,
between the Debtors and U.S. Pacific are:

   * The Debtors will sell the Detroit Property for $515,000;

   * U.S. Pacific has deposited $51,500 in an escrow account.
     The Deposit will be held by the escrow agent until the
     Debtors satisfy all conditions to closing;

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

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

   * The Agreement will be deemed null and void and the Escrow
     Deposit returned to U.S. Pacific, if the Court does not
     approve the Agreement on or before August 10, 2005;

   * U.S. Pacific will lease 6,528 rentable square feet of
     space, including the adjacent parking lot, for the Debtors'
     exclusive use;

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

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

The Debtors will pay Hilco $28,325, representing 5.5% of the
Purchase Price, payable at the closing.

To maximize the value realized by the Debtors' estates from the
Detroit Property Sale, Mr. Ivester tells the Court that the
Debtors will continue to seek and solicit higher or otherwise
better bids.  Competing offers are due June 20, 2005.  The
Debtors impose a $575,000 minimum bid.

The Debtors will conduct an auction on June 24, 2005, if at least
one qualified bid is received.

The Debtors also seek the Court's authority to provide U.S.
Pacific a $10,300 termination fee, plus reasonable and documented
expense reimbursement of up to $25,000, to induce it into making
the first Qualified Bid.

The Court will consider the Detroit Property Sale at the June 28,
2005 omnibus hearing.  Objections are due June 21.

The Debtors intend to publish a weekly notice or advertisement of
sale in the Detroit Free Press for the two weeks preceding the
Bid Deadline along with a notice or advertisement of sale in The
Wall Street Journal.

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

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


IPC ACQUISITION: Refinancing Plans Prompt S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York, New York-based IPC Acquisition Corp. to negative from
stable.  Ratings on the company, including the 'B+' corporate
credit rating, were affirmed.

"The revised outlook reflects IPC's recently announced plans for a
refinancing and dividend payment, which would result in pro forma
operating lease-adjusted total debt to EBITDA of approximately 7x
as of March 2005," explained Standard & Poor's credit analyst Ben
Bubeck.  "The affirmation reflects previous debt capacity within
the rating and our expectation that leverage will improve to less
than 5x within the next 12 months, given IPC's current backlog and
the expectation for a near-term product upgrade cycle."

The ratings reflect IPC's concentrated product base and end
market, along with an aggressive financial policy.  These are only
partly offset by a leading niche market position and adequate cash
flow for the rating.  IPC is the world's leading provider of voice
trading systems and services to large financial services and other
trading companies.

The company designs, manufactures, and installs desktop hardware -
- called turrets -- and related switching gear that provide
reliable communications between trading parties.  Pro forma for
its proposed new bank facility, IPC had approximately $455 million
of operating lease-adjusted debt as of March 2005.

While IPC's customers view trading systems as critical, the
company's narrowly focused product portfolio predominantly serves
the financial services end market.  Economic weakness during
recent years caused many of IPC's customers to extend their
planning and implementation cycles, which hurt installation
revenue performance.  Installation revenues appear to have
bottomed out in recent quarters, and a near-term technology
refresh is expected, given the aged technology within the
company's installed base.  However, sales from new installations
can be lumpy, somewhat limiting future revenue visibility.


KEYSTONE CONSOLIDATED: Taps Husch & Eppenberger as Special Counsel
------------------------------------------------------------------
Keystone Consolidated Industries, Inc., and its debtor-affiliates,
sought and obtained permission from the U.S. Bankruptcy Court for
the Eastern District of Wisconsin to employ Husch & Eppenberger,
LLC, as their special counsel, nunc pro tunc to May 1, 2005.

Husch & Eppenberger is a full service law firm with offices across
the Midwest and Mid-South.  The Firm engages in a broad-based
business and litigation practice.  Its clients include
individuals; local, regional and national businesses; financial
institutions; and charitable and governmental organizations.

The Debtors say that Husch & Eppenberger's services is vital to
Keystone Consolidated's continuing operations owing to the Firm's
unique knowledge of collections, labor and commercial matters
which the Debtors would like to utilize in their chapter 11
proceedings.

For this engagement, Husch & Eppenberger will:

    a) assist Keystone Consolidated on collection matters;
       including providing advice and prosecuting collections
       litigation against account debtors such as Fast Eastwood
       Metal Company, Southern Farm Supply, LLC, The True Blue
       Company and other accounts that may arise for collection
       from time to time;

    b) assist Keystone Consolidated on labor matters, including
       updating its employment application to ensure compliance
       with applicable law, advising on grievances and prosecuting
       litigation against employees who refuse to return overpaid
       benefits and vacation pay; and

    c) assist Keystone Consolidated in general commercial matters
       including providing advice on structuring its credit
       application and agreements.

The hourly rates for Husch & Eppenberger's professionals are:

       Professional                     Hourly Rate
       ------------                     -----------
       Sue Ann Sage Billimack, Esq.         $215
       Jeffrey A. Ryva, Esq.                 220
       Charles H. Young, Esq.                230
       Kimberley A. Sarff, Esq.              140
       Susan Roper, Legal Assistant           85

Husch & Eppenberger assures the court that it is a disinterested
person as that term is defined in Section 101(14) of the U.S.
Bankruptcy Code.

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


KRISPY KREME: KremeKo's Chief Restructuring Officer Resigns
-----------------------------------------------------------
Ernst & Young, the court-appointed monitor of KremeKo Inc.,
disclosed the resignation of Robert Vaugh as chief restructuring
officer, the Canadian Press reports.

His resignation triggered a default under the $1.5 million DIP
financing facility which Krispy Kreme provided to its Canadian
franchisee.  Ernst & Young told the Canadian Press that Krispy
Kreme has indicated it will waive the default as soon as a new
chief restructuring officer is hired.

                           Sale Process

E&Y is soliciting bids for KremeKo's assets as a going concern or
on a piecemeal basis.  KremeKo's property includes doughnut making
and other food service equipment, interests in 12 stand-alone
store leases, and Krispy Kreme franchise and licensing rights.
The asset sale is being conducted pursuant to the terms and
conditions of a court-approved sale process.

Binding offers to purchase any or all of the property must be
delivered no later than 5:00 p.m. (Toronto time) on July 14, 2005,
to:

                  Ernst & Young Inc.
                  Monitor of KremeKo Inc.
                  222 Bay Street
                  Ernst & Young Tower
                  Toronto-Dominion Center
                  P.O. Box 251
                  Toronto, ON M5K 1J7

KremeKo, Inc., a Krispy Kreme Doughnuts, Inc. franchisee,
filed an application with the Ontario Superior Court of Justice
to restructure under the Companies' Creditors Arrangement Act, on
Apr. 15, 2005.  Pursuant to the Court's Initial Order, Ernst &
Young Inc. was appointed as Monitor in KremeKo's CCAA proceedings.

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


LAIDLAW INT'L: Prices Tender Offer for $403.5M 10.75% Senior Bonds
------------------------------------------------------------------
As previously reported, Laidlaw International, Inc., offered to
purchase for cash any and all of its outstanding 10.75% Senior
Notes due 2011 in the aggregate principal amount of $403.5
million.  Laidlaw will pay $1,171.68 for each $1,000 principal
amount of Notes purchased pursuant to the tender offer, plus
accrued and unpaid interest up to, but not including the date of
payment for the Notes.

The purchase price includes a consent payment of $30 per $1,000
principal amount of Notes.  Holders of the Notes who have validly
tendered and not withdrawn their notes pursuant to the tender
offer at or prior to 5 p.m. New York City time on June 20, 2005,
will receive the consent payment.

The purchase price for each $1,000 principal amount of Notes
validly tendered and accepted for purchase was determined by
reference to a fixed spread of 50 basis points over the yield --
as reported by Bloomberg Government Pricing Monitor on "Page PX4"
at 2:00 p.m. New York City Time on June 17, 2005 -- of the 4.375%
U.S. Treasury Note due May 15, 2007.

The consent solicitation expired at 5 p.m. New York City time on
June 20, 2005.  The tender offer is scheduled to expire at 5 p.m.
New York City time on July 1, 2005, unless extended or earlier
terminated.

Laidlaw anticipates making payments on July 1, 2005.  As of 5:00
p.m. New York City time on June 15, 2005, $145 million aggregate
principal amount of Notes had been tendered pursuant to the
tender offer.

Laidlaw has engaged Citigroup Global Markets Inc. and UBS
Securities LLC as dealer managers for the tender offer and
solicitation agents for the consent solicitation.  Questions
regarding the tender offer and consent solicitation may be
directed to Citigroup at (800) 558-3745 or (212) 723-6106 or UBS
at (888) 722-9555 x 4210 or (203) 719-4210.  Requests for
documentation should be directed to D.F. King & Company at (800)
431-9645 or (212) 269-5550, the information agent for the tender
offer and consent solicitation.

A copy of the Offer to Purchase and Consent Solicitation
Statement filed by Laidlaw with the Securities and Exchange
Commission on June 2, 2005, is available at no charge at:

   http://ResearchArchives.com/t/s?36

A copy of the Amendment to the Statement filed by Laidlaw on
June 17, 2005, is available at no charge at:

   http://ResearchArchives.com/t/s?37

The Offer and Solicitation are being made in conjunction with,
and are conditioned upon the consummation of, a $600 million
replacement credit facility, on terms and conditions satisfactory
to Laidlaw, pursuant to which the company will retire all amounts
outstanding under the Credit Agreement.  Laidlaw intends to
finance the Offer and Solicitation, together with the fees and
expenses incurred in connection therewith, with a portion of the
funds borrowed under the Replacement Credit Facility.

In the event the consummation of the Replacement Credit Facility
is either delayed or unable to be accomplished, Laidlaw will, in
that case, not be required to accept for payment, purchase or pay
for, and may delay the acceptance for payment of, any tendered
Notes, in each case subject to Rule 14e-1(c) under the Securities
Exchange Act and may terminate the Offer and Solicitation.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc. -- http://www.laidlaw.com/-- is
North America's #1 bus operator.  Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada.  Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP, represents
the Debtors.  Laidlaw International emerged from bankruptcy on
June 23, 2003.

                         *     *     *

As reported in the Troubled Company Reporter on June 6, 2005,
Moody's Investors Service has upgraded the ratings of Laidlaw
International Inc. senior implied to Ba2 from B1.  In a related
action, Moody's assigned Ba2 ratings to the company's proposed
$300 million Term Loan and $300 million Revolving Credit facility.
Moody's said the rating outlook is stable.  This completes the
ratings review opened on December 22, 2004.


LEAP WIRELESS: Common Shares Begin NASDAQ Trading on Wednesday
--------------------------------------------------------------
Leap Wireless International, Inc. (OTCBB:LEAP) reported that
NASDAQ has approved Leap's application to list its common stock on
the NASDAQ National Market.  The trading symbol for the common
stock will be "LEAP," which is the same symbol under which the
company's stock currently trades on the over-the-counter market.
Leap's common stock will begin trading at the opening of the
market on June 29, 2005.

"Listing our common stock on the NASDAQ National Market is a
significant milestone for Leap," said Doug Hutcheson, president
and chief executive officer of Leap.  "Trading on the NASDAQ
underscores our strong commitment to improving the liquidity of
our common stock and enhancing shareholder value for both current
and prospective investors.  We are pleased that NASDAQ has
approved our application and are excited that our stock will soon
begin trading on that market.  We believe that the listing is a
major step forward in Leap's progress and is a testament to the
hard work of the entire Leap team."

Headquartered in San Diego, California, Leap Wireless
International Inc. -- http://www.leapwireless.com/-- is a
customer-focused company providing innovative communications
services for the mass market.  Leap pioneered the Cricket
Comfortable Wireless(R) service that lets customers make all of
their local calls from within their local calling area and receive
calls from anywhere for one low, flat rate.  As of December 31,
2004, the company's consolidated assets show $2,090,482,000 and
consolidated liabilities show $620,632,000.

The Company filed for chapter 11 protection on April 13, 2003
(Bankr. S.D. Calif. Case No. 03-03470).  The Honorable Louise
DeCarl Adler entered an order confirming the Company's Fifth
Amended Plan on October 22, 2003, and the plan became effective on
Aug. 17, 2004.  Robert A. Klyman, Esq., Michael S. Lurey, Esq.,
and Eric D. Brown, Esq., at Latham and Watkins LLP, represent the
Debtors in their restructuring efforts.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior secured debt ratings on San Diego, California-
based wireless carrier Leap Wireless International Inc., and
removed them from CreditWatch following the June 15 release of the
company's 10-Q.  The outlook is stable.

The ratings were placed on CreditWatch with negative implications
on April 5, 2005, following the failure of Leap to file its 2004
10-K by the March 31, 2005, deadline, which constituted a breach
of the terms of the company's secured bank facility.  However, the
company was able to obtain waivers.  The delay resulted from its
internal review of lease accounting practices. Leap later released
its 10-K on May 16, 2005.

"Standard & Poor's simultaneously raised its recovery rating on
the company's subsidiary Cricket Communications Inc.'s $610
million senior secured facility to '2' from '3', reflecting the
purchase of additional wireless licenses by Leap in the FCC's
Auction 58 in February 2005," said Standard & Poor's credit
analyst Allyn Arden.  The new licenses provide the company with
greater asset coverage of the company's senior secured bank
facility in the event of default.  Standard & Poor's ratings on
Leap Wireless are constrained by the very high degree of business
risk, given its nontraditional wireless business model and limited
operating history.


LEASE INVESTMENT: Fitch Junks Four Classes of Notes
---------------------------------------------------
Fitch Ratings has taken the following rating actions for Lease
Investment Flight Trust aircraft securitization:

     -- Class A-1 notes are downgraded to 'BB+' from 'BBB';
     -- Class A-2 notes are downgraded to 'BB+' from 'BBB';
     -- Class A-3 notes are downgraded to 'BBB-' from 'BBB';
     -- Class B-1 notes are affirmed at 'B-';
     -- Class B-2 notes are affirmed at 'B-';
     -- Class C-1 notes are affirmed at 'CCC';
     -- Class C-2 notes are affirmed at 'CCC';
     -- Class D-1 notes are affirmed at 'CC';
     -- Class D-2 notes are affirmed at 'CC'.

Cash flows have only been sufficient to cover minimum principal
payments on the A, B, and C classes.  All classes have continued
to pay interest.  However, the D class has needed to utilize its
$11 million liquidity reserve in certain instances to cover
interest payments.  The reserve balance is currently $7.86
million.  Fitch anticipates the depletion of the entire reserve
sometime within the next few years.

The under funding of the liquidity reserve in conjunction with
large amounts of required expense accrual (in excess of $21
million for June reporting) prevents current cash flows from being
sufficient to pay any principal beyond the minimum.  Fitch feels
that this trend will continue going forward.

LIFT is a Delaware business trust formed to conduct limited
activities, including the issuance of debt, and the buying,
owning, leasing and selling of commercial jet aircraft.  LIFT
originally issued $1.4 billion of rated notes in June 2001, while
as of June 2005 it had $1.25 billion of notes outstanding.

Primary servicing on LIFT's aircraft is being performed by GE
Capital Aviation Services, wholly owned by General Electric
Corporation while the administrative agent role is being performed
by Phoenix American Financial Services, Inc.


LEMINGTON HOME: Judge McCullough Orders Shut-Down of Facility
-------------------------------------------------------------
The Honorable M. Bruce McCullough of the U.S. Bankruptcy Court for
the Western District of Pennsylvania issued notices last week to
residents of Lemington Home for the Aged dba as Lemington Center
to vacate the facility within 30 days.  The order came after
PrimusCare Inc. submitted a report saying the facility is not
viable.

The Debtor retained PrimusCare to serve as its manager on June 9,
2005.  The Court authorized the engagement and at the same time
directed PrimusCare to make an objective evaluation of the
facility's viability as a going concern.

PrimusCare stated in its report that despite a sufficient market
demand for elderly nursing facilities, Lemington Center will need
a $2 million infusion of new capital to keep its operations going.
The report says operational, marketing, education and internal
processes need to change.  The report concludes that the center
can't continue to operate in its current condition.

Headquartered in Pittsburgh, Pennsylvania, Lemington Home for the
aged -- http://www.lemington.org/-- operates a nursing home for
the elderly.  The facility filed for chapter 11 protection on
April 13, 2005 (Bankr. W.D. Penn. Case No. 05-24500).  James E.
Van Horn, Esq., Mark E. Freedlander, Esq., at McGuire Woods LLP
represent the Debtor.  When the Debtor filed for chapter 11
protection from its creditors, it estimated assets and debts of $1
million to $10 million.


LONDON DIGITAL: Section 304 Petition Summary
--------------------------------------------
Petitioner: David Hudson and Louise Baxter
            Joint Administrators
            Begbies Traynor
            The Old Exchange
            234 Southchurch Road, Southend-on-Sea
            Essex SS1 2EG UNITED KINGDOM

Debtor: London Digital Limited
        6-8 Underwood Street
        London N1 7JQ UNITED KINGDOM

Case No.: 05-63360

Type of Business: The debtor is a telecommunications company.
                  The Joint Administrators were appointed by the
                  High Court of Justice (No. 3858 of 2005) on
                  June 14, 2005.

Section 304 Petition Date: June 22, 205

Court: Northern District of Indiana (Hammond Division)

Petitioner's Counsel: Daniel L. Freeland, Esq.
                      Daniel L. Freeland & Associates, P.C.
                      2136 45th Street
                      Highland, Indiana 46322
                      Tel: (219) 922-0800

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million


MAGNOLIA MANOR: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Magnolia Manor, Inc.
        dba Magnolia Manor at Green Cove, Inc.
        dba Magnolia Manor at Green Cove Springs, Inc.
        dba Magnolia-LTC, Inc.
        3339 Highway 17
        Green Cove Springs, Florida 32043

Bankruptcy Case No.: 05-06762

Type of Business: The Debtor operates a nursing home facility.

Chapter 11 Petition Date: June 24, 2005

Court: Middle District of Florida (Jacksonville)

Judge: George L. Proctor

Debtor's Counsel: Albert H. Mickler, Esq.
                  5452 Arlington Expy
                  Jacksonville, Florida 32211
                  Tel: (904) 725-0822

Total Assets: $4,800,050

Total Debts:  $3,364,000

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
James Williams                Loan to corporation       $160,000
3339 U.S. Highway 17
Green Cove Springs,
Florida 32043

Clay County Tax Collector     Intangible taxes            $2,000
P.O. Box 218
Green Cove Springs,
Florida 32043

The Agency for Workforce      Open account                $2,000
Innovation
107 East Madison Street
Tallahassee, FL 323994120

Magnolia LTC, Inc.                                       Unknown
3339 U.S. Highway 17
Green Cove Springs,
Florida 32043


MAIDENFORM INC: Improved Financials Prompt S&P to Lift Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on intimate apparel designer and marketer Maidenform
Inc. to 'B+' from 'B'.

Standard & Poor's also assigned its '2' recovery rating to the
amended $200 million first lien bank facility due 2010, indicating
that secured lenders can expect substantial recovery of principal
(80%-100%).  The existing first lien credit facility was increased
from $130 million to $200 million.

The rating on the $50 million second lien loan will be withdrawn,
as proceeds from the above increased facility will be used to pay-
off the $50 million loan.  The ratings outlook on the Bayonne, New
Jersey-based company is stable.  Total debt outstanding at April
1, 2005, was about $147 million.

The upgrade incorporates the company's improved financial results
and credit protection measures.  "Maidenform has continued to
rationalize its operations and realized costs savings as it
migrates its sourcing overseas, and has also met its financial
projections and our expectations," said Standard & Poor's credit
analyst Susan H. Ding.

As a result of better-cost controls, the operating margins rose
and asset utilization improved.  The company is re-invigorating
its Maidenform brands (including Lilyette and Flexees) with new
product introductions and product extensions, and has successfully
launched its sub-brands into the mass value channel.


MARK MULLINS: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mark Anthony Mullins
        2001 Sutherland Road
        Lynn Haven, Florida 32444

Bankruptcy Case No.: 05-50484

Chapter 11 Petition Date: June 27, 2005

Court: Northern District of Florida (Panama City)

Debtor's Counsel: Louis L. Long, Jr., Esq.
                  Chesser & Barr, P.A.
                  1201 Eglin Parkway
                  Shalimar, Florida 32579
                  Tel: (850) 651-9944
                  Fax: (850) 651-9867

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Bay Credit Union                                 $44,000
   601 Highway 231
   Panama City, FL 32405

   Harrison, Sale, McCloy                           $25,000
   P.O. Drawer 1579
   Panama City, FL 32402

   AcuSport Corp.                                   $36,000
   One hunter Place
   Bell Fntaine, OH 43311

   RSR Group, Inc.                                  $18,000

   Hicks Inc.                                       $12,000

   Brian Basey                                       $8,000

   SIG Arms, Inc./UMA, Inc.                          $3,119

   Federal Express                                   $3,000

   Harley Davidson Credit                            $2,200

   Para Ordnance                                     $1,967

   Gulf Coast Medical Center                         $1,200

   Office Depot                                      $1,200

   Sonitrol of Tallahassee                           $1,000

   Kurt Schmidt Enterprises                            $600

   Waste Management                                    $550

   Regions Bank                                        $500

   Harris Business Machines                            $285


MATRIA HEALTHCARE: S&P Says Debt-to-Equity Swap is Very Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Marietta,
Georgia-based Matria Healthcare Inc., including the 'B+' corporate
credit rating, on CreditWatch with positive implications.

"The CreditWatch placement follows the company's announcement that
all of its outstanding 4.875% convertible senior subordinated
notes due 2024 were converted into Matria common stock," explained
Standard & Poor's credit analyst Jesse Juliano.  "As a result, the
company has essentially no debt outstanding."  Matria does have an
undrawn $35 million senior secured revolving credit facility due
October 2005.

Matria Healthcare is a disease-state management and fulfillment
services provider to patients, physicians, and health plans.
While the company's current capital structure might suggest a
higher rating, its relatively small size creates the possibility
that a business or financial transaction of only moderate
proportions could dramatically affect its credit risk.

Accordingly, Standard & Poor's plans to review with management the
extent of Matria's commitment to growing its disease management
business and the financial implications of its business strategy
before taking rating action.


MERIDIAN AUTOMOTIVE: Equipment Resale Wants Stay Lifted
-------------------------------------------------------
On September 9, 2003, Equipment Resale, Inc., brought an action
against Meridian Automotive Systems, Inc., before the Superior
Court in Allen County, Indiana, for breach of contract,
defamation, and other causes of action.  After a trial on the
issues, Judge Daniel G. Heath entered judgment in Equipment
Resale's favor.

The Superior Court held that equipment removed by Equipment Resale
from Meridian's facility in Grabill, Indiana, had been transferred
to Equipment Resale pursuant to a contract between the parties.

The Superior Court also ordered Equipment Resale to sell the
equipment and apply any amounts recovered to the judgment entered
against Meridian, all as provided under the terms of the original
contract.  The Superior Court issued a $68,256 judgment against
Meridian on the breach of contract claim.

Equipment Resale believes that the value of the equipment is
between $8,000 to $15,000.  The final value would be determined
by the sale of the equipment.

Pursuant to the Superior Court's Decision, Equipment Resale
believes the equipment was properly transferred to its ownership
pursuant to the contact in 2003.

The Superior Court Order directing the sale of the equipment per
the contract was entered on October 12, 2004.  Meridian did not
appeal that judicial decision, thus the decision is a Final Order
on that issue.  Therefore, the equipment no longer constitutes
property of the bankruptcy estate.

Even if the Debtor did have any remaining interest in the real
estate, Equipment Resale says the interest is burdensome and of
inconsequential value and benefit to the estate.

By this motion, Equipment Resale asks Judge Walrath to modify the
automatic stay so it may proceed "in rem" to sell the equipment
pursuant to the Superior Court Order.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MIRANT CORP: Wants Court Approval on Enron Mega-Million Settlement
------------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to approve a
settlement agreement between Enron Corp. and Enron Asset Holdings,
LLC, on one hand, and Mirant Corp., Mirant EcoElectrica
Investments I, Ltd., and Puerto Rico Power Investments, Ltd., on
the other hand.

In 2001, Mirant sought to obtain the controlling interest in
EcoElectrica L.P., a special purpose limited partnership, whose
principal asset was a 540-megawatt electric generation facility
in Puerto Rico.  The acquisition was to take place pursuant to
two separate, but cross-contingent, stock purchase agreements
with:

    (a) Enron Asset, pursuant to which Enron Asset agreed to sell
        to Mirant a 47.5% indirect ownership interest in
        EcoElectrica; and

    (b) Edison Mission Energy and EME del Caribe, pursuant to
        which Enron agreed to sell to Mirant a 50% indirect
        ownership interest in EcoElectrica.

In December 2001, Enron Corp. and certain of its affiliates
sought bankruptcy relief.

Neither the Enron SPA nor the Edison SPA were required to be
consummated unless all conditions precedent to each stock
purchase agreements were met or waived prior to December 31,
2001, the Termination Date.

On the Termination Date, Mirant terminated the SPAs asserting that
certain conditions to the closing of the acquisition had not been
satisfied or waived as of the Termination Date.  The Enron
entities disputed that the closing conditions were not satisfied,
waived or excused as of the Termination Date, and contended that
Mirant was not entitled to terminate the Enron SPA.

In October 2002, Mirant filed Claim Nos. 13016, 13086 and
13098 in Enron's bankruptcy proceeding and asserted damages
arising from the failed Enron SPA.  Enron objected to Mirant's
Claims.

Enron filed Claim Nos. 6862, 6863, 6864, 6865, 6866, and 6867 in
Mirant's Chapter 11 case seeking damages arising from the failed
Enron SPA and sought declaratory relief with respect to the
Mirant SPA Claims.  Mirant objected to Enron's Claims.

In November 2004, the Mirant Bankruptcy Court transferred the
venue for the Enron Claims and the Mirant Objections to the Enron
Bankruptcy Court subject, however, to the Mirant Bankruptcy
Court's retention of jurisdiction to estimate the Enron Claims
pursuant to Section 502(c) of the Bankruptcy Code.

A month later, the Enron Bankruptcy Court set a trial date for
resolution of the Enron Claims, the Mirant SPA Claims, the Mirant
Objections, the Enron's Omnibus Objection, and the Request for
Declaratory Relief, and established interim deadlines with
respect to discovery and pre-trial submissions.

On January 3, 2005, Mirant filed an application with the Mirant
Bankruptcy Court to estimate, among other things, the Enron
Claims.

Before January 2005 ended, Mirant and Enron reached an agreement
in principle to settle the Pending Litigation and agreed, among
other things, to immediately suspend all discovery and other
pretrial activities and deadlines relating to their pending
actions in both bankruptcy cases.

The substantial terms of the Settlement Agreement provides that
the Enron Claims and the Mirant SPA Claims will be resolved.  The
parties agree that:

    (a) Claim No. 6862 will be allowed as a general unsecured
        claim against Mirant Corp. in its Chapter 11 case, for
        $12,250,000;

    (b) Claim Nos. 6863, 6864, 6865, 6866 and 6867 will be
        disallowed and expunged in its entirety; and

    (c) The Mirant SPA Claims, Claims Nos. 13016, 13086 and 13098
        filed against Enron will be disallowed and expunged.

To resolve the pending litigation, Enron will file in the Enron
Bankruptcy Court:

    -- a notice of withdrawal of the Request for Declaratory
       Relief; and

    -- a notice of withdrawal of the Enron's Omnibus Objection to
       the extent that the Objection relates to the Mirant SPA
       Claims.

Mirant will file in both bankruptcy courts a notice of withdrawal
of the Mirant Objections.  Mirant will also file in the Mirant
Bankruptcy Court a notice of withdrawal of the Estimation
Application.

                 Stipulation Resolving More Claims

Enron Corp., Enron North America Corp., Enron Capital & Trade
Resources International Corp., Enron Energy Marketing Corp.,
Enron Energy Services Operations, Inc., Enron Power Marketing,
Inc., Enron Upstream Company LLC and Enron Energy Services,
Inc., and certain of their affiliates entered into a stipulation
settling claims with:

    -- Mirant Corporation,
    -- Mirant Americas Energy Marketing, LP,
    -- Mirant Americas Inc.,
    -- Mirant California, LLC,
    -- Mirant Americas Energy Capital, LP,
    -- Mirant Europe B.V., and
    -- Mirant Canada Energy Marketing, Ltd.

The stipulation is filed with the U.S. Bankruptcy Court for the
Southern District of New York, where Enron's bankruptcy cases are
pending.

The Reorganized Enron Debtors and the Mirant Entities have been
parties to financial and physical trading contracts relating to
the purchase or sale of energy products and services.  Enron
Corp. issued guaranties for the Contracts in favor of the Mirant
Entities.

In connection with the Enron Debtors' Chapter 11 cases, the
Mirant Entities filed numerous claims including:

    Mirant Entity      Enron Entity    Claim No.    Claim Amount
    -------------      ------------    ---------    ------------
    MAEM               Enron             13001       $72,441,204
    MAEM               ENA               13003        63,290,996
    Mirant Europe      ECTRIC            13015         7,709,672
    Mirant Europe      Enron             13038         7,709,672
    MAEM               EES               13002      undetermined
    Mirant Corp.       EPMI              13017      unliquidated
    Mirant Corp.       ENA               13018      unliquidated
    MAEM               EPMI              13037         9,138,180
    Mirant Corp.       ECTRIC            13039      undetermined
    Mirant Canada      ENA               13087         1,170,707
    Mirant Canada      Enron             13099         1,840,000
    Mirant Americas    EPMI              13101      undetermined
    Mirant California  EPMI              13102      undetermined
    Mirant Corp.       EES               13121      undetermined
    MAEC against       ENA               13122      undetermined
    MAEM               EEMC              13123      undetermined
    MAEM               EESO              15097      undetermined

As previously reported, ENA objected to Claim No. 13003 and
sought its disallowance.

The Reorganized Enron Debtors also filed various claims in the
Mirant Entities' Chapter 11 cases in the U.S. Bankruptcy Court
for the Northern District of Texas, Fort Worth Division.  Among
these are:

    Enron Entity       Mirant Entity    Claim No.    Claim Amount
    ------------       -------------    ---------    ------------
    ENA Upstream       MAEM                6289        $5,786,198
    EPMI               MAEM                6292      undetermined
    EES                MAEM                6288      undetermined
    ENA                MAEM                6290      undetermined
    ENA                Mirant Corp.        6291      undetermined

After engaging in extensive, arm's-length and good faith
negotiations, the Parties reached an agreement on the Mirant
Claims and Enron Claims.  The Parties stipulate and agree that:

    1. Four of the Mirant Claims will be allowed:

          -- Claim No. 13001 will be allowed as a class 185
             general unsecured guaranty claim against Enron for
             $50,000,000;

          -- Claim No. 13003 will be allowed as a class 5 general
             unsecured claim against ENA for $53,401,574;

          -- Claim No. 13015 will be allowed as a class 42 general
             unsecured claim against ECTRIC for $7,709,762; and

          -- Claim No. 13038 will be allowed as a class 185
             general unsecured guaranty claim against Enron for
             $3,854,881.

    2. Two Enron Claims will be allowed:

          -- Claim No. 6289 will be allowed as a general unsecured
             claim against MAEM for $5,786,198; and

          -- Claim No. 6292 will be allowed as general unsecured
             claim against MAEM for $10,111,687.

    3. Except for the Allowed Mirant Claims, all Mirant Claims,
       including scheduled claims, will be disallowed and
       expunged; provided that the portion of Claim No. 13037
       related to certain actions pending before the Federal
       Energy Regulatory Commission will not be deemed withdrawn
       and expunged.

    4. Except for the Allowed Enron Claims, all remaining Enron
       Claims, including scheduled claims, will be disallowed and
       expunged.

    5. Within 30 days from the approval of the settlement, EPMI
       will be entitled to file a proof of claim with the Mirant
       Bankruptcy Court against MAEM for refunds that MAEM may be
       determined to owe to EPMI by the FERC arising out of sales
       made by MAEM in the markets administered by the California
       Independent System Operator and the California Power
       Exchange from October 2, 2000, to June 20, 2001.

    6. The Parties will mutually release one another with respect
       to obligations under the Mirant Contracts, Guarantees,
       Mirant Claims and Enron Claims.

    7. The settlement will be binding on the Parties, subject to
       the entry of an order approving the terms of the Settlement
       Agreement by the Enron Bankruptcy Court and the Mirant
       Bankruptcy Court.

    8. ENA's Objection will be deemed resolved and withdrawn.

The Parties believe that the compromise and settlement contained
in the Stipulation constitutes the exchange of reasonably
equivalent value to settle the matters among them relating to the
Mirant Contracts.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 68; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Creditors Panel Wants to Assert Causes of Action
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant
Corporation, and its debtor-affiliates, seeks authority to assert
causes of action on behalf of the Estates of Mirant Corporation,
et al.  The Mirant Committee's request was brought for
consideration by Steven A. Felsenthal, Chief Judge of the United
States Bankruptcy Court for the Northern District of Texas.  The
Mirant Committee wants to bring claims against:

    1. The Southern Company and its affiliates;

    2. Arthur Andersen LLP;

    3. certain Mirant directors;

    4. Potomac Electric Power Company; and

    5. other recipients of avoidable transfers under Section 550
       of the Bankruptcy Code.

At a hearing on June 9, 2005, Judge Lynn indicated that Judge
Felsenthal would only be hearing matters related to the Southern
Claims.

On June 16, 2005, Mirant Corp. and the Mirant Committee filed an
adversary complaint to recover money or property from Southern
Company.

According to John A. Lee, Esq., at Andrews Kurth LLP, in Houston,
Texas, the Debtors have undertaken a preliminary investigation as
to the PEPCO, the Directors and the Section 550 Claims.  The
Mirant Committee and the Debtors continue to review the facts and
legal bases for the Claims, and hope that an agreement over the
initiation of the Claims can be reached.  At this time, however,
there are no assurances that an agreement on the prosecution of
the Claims will ultimately be reached.

The Mirant Committee asks the Court for authority to prosecute
the Andersen Claim, and seeks leave to initiate the PEPCO, the
Directors and the Section 550 Claims.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Creditors Panel Wants Andersen to Produce Documents
----------------------------------------------------------------
As previously reported, the Official Committee of Unsecured
Creditors of Mirant Corporation sought and obtained direction from
the U.S. Bankruptcy Court for the Northern District of Texas
compelling Goldman Sachs Group, Inc., and Morgan Stanley & Co., to
produce documents that relate to investigations on The Southern
Company.

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Mirant Committee now asks the Court to direct
Arthur Andersen LLP to produce certain documents.

Arthur Andersen audited the financial statements of the Mirant
Corporation and its predecessor Southern Energy, Inc., for at
least 1998 through 2001.  Andersen also provided a number of
other services for Mirant, including:

     (1) review of Mirant's quarterly financial statements;

     (2) assisting with offerings of Mirant public securities;

     (3) furnishing consents to use Andersen audit opinions in SEC
         filings;

     (4) providing comfort letters;

     (5) assisting with Mirant's initial public offering in 2000;

     (6) assisting with the spin-off of Mirant that occurred in
         2001;

     (7) valuation consulting;

     (8) financial due diligence for acquisitions;

     (9) tax consulting and advice; and

    (10) audit opinions regarding financial statements for certain
         Mirant subsidiaries, including Mirant Americas
         Generation, LLC.

In May 2002, KPMG LLP replaced Andersen as Mirant's auditor.

KPMG, as Mirant's replacement auditor, and as part of its interim
review for the second quarter of 2002, assessed internal controls
of Mirant's North American energy marketing and risk management
operations.  KPMG discovered material weaknesses in Mirant's
internal accounting controls.  As reported in Mirant's 2002 10-K,
discovery of the control weaknesses exposed errors in Mirant's
previously-issued financial statements caused by the control
breakdowns.  According to John A. Lee, Esq., at Andrews Kurth
LLP, in Houston, Texas, that triggered, among other things, a re-
audit by KPMG of Mirant's 2000 and 2001 financial statements and
a restatement of the financial statements, not only for those
years but for 1999, and perhaps earlier years, as well.

Mirant's 2002 10-K explains that the material internal control
weaknesses included:

    1. inadequate analysis, documentation and internal
       communication of natural gas actualization adjustments;

    2. inadequate reconciliation of Mirant's risk report and
       general ledger;

    3. inadequate systems and integration and data reconciliation;
       and

    4. untimely resolution of balance sheet account reconciliation
       discrepancies.

As a result of the re-audit of 2000 and 2001, the financial
statements for those years and 1999 were adjusted to correct
errors in the original financial statements.

Andersen's duties also included analyzing possible impairments
to, and write downs of the value of, Mirant's long-lived assets.

In 2002, after KPMG replaced Andersen, Mirant recorded impairment
write-downs of $1.5 billion.  The write-downs included a $325
million writedown of Mirant's 49% interest in a United Kingdom
holding company that owned a subsidiary called "Western Power
Distribution."  While Andersen served as Mirant's auditor, no
write down for the asset was recorded.

The Mirant Committee is working to investigate, assemble, and, as
appropriate file causes of action against Andersen.  As part of
that initiative, the Committee requires certain documents in
Andersen's possession.  The documents sought may bear upon the
nature and scope of claims that might be asserted against
Andersen as a result of services it performed for Mirant.  The
documents sought also may bear on claims against the Southern
Company.

                      Equity Committee Objects

The Official Committee of Equity Security Holders believes that
the Mirant Committee is not the proper party to investigate and
prosecute any of the potential claims and causes of action that
may exist against Andersen.  "[I]t remains to be determined by
the Court what party-in-interest will be actually charged with
the duties," Eric J. Taube, Esq., at Hohmann, Taube & Summers,
LLP, in Austin, Texas, tells the Court.

To the extent that the Court is inclined to grant Mirant
Committee's request, the Equity Committee asks Judge Lynn that it
be provided with copies of all materials produced to the Mirant
Committee, and that it be kept appraised of any and all discovery
related issues.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NATIONAL CENTURY: Court Rules on D&O Insurance Proceeds Allocation
------------------------------------------------------------------
Rebecca Parrett, one of the four founders of National Century
Financial Enterprises, Inc., served as officer until she resigned
on June 30, 2001.  Ms. Parrett was also an NCFE director until
early 2003 when she was voted out and replaced on the Board.

By virtue of her former roles, Ms. Parrett has been named as a
defendant in a number of pending claims contained within the
Multi-District Litigation presently before the U.S. District
Court for the Southern District of Ohio, a 2004 discovery dispute
and various federal investigations.

Benjamin S. Zacks, Esq., in Columbus, Ohio, asserts that Ms.
Parrett is entitled to advancement of defense costs, future
defense costs and liability coverage associated with those cases
under the Directors and Officers insurance policies held with
Gulf Insurance Company.

Ms. Parrett has been invoiced these amounts for attorneys' fees
and expenses:

      Firm                                Amount Due
      ----                                ----------
      Zacks Law Group, LLC                   $33,822
      diGenova & Toensing, LLP               155,526
      Zuckerman Spaeder LLP                  154,882
      Sacks Tierney P.A.                      54,858
      William Miller                         354,350
                                          ----------
                                            $753,436

Ms. Parrett asks Judge Calhoun for:

   a. immediate advancement of the defense costs incurred in
      defending the actions contained in the Multi-District
      Litigation; and

   b. protection of her liability coverage.

Ms. Parrett estimates an additional $2 million for future defense
costs.

                Insureds Propose Allocation Schemes

The former directors of the Debtors and the Unencumbered Assets
Trust, as successor-in-interest to the Debtors, assert claims
that exceed well over the $5 million available under the Gulf D&O
Policy:

   Entity                                Total Costs
   ------                                -----------
   Harold Pote                            $1,366,598
   Thomas Mendell                          1,366,598
   Eric Wilkinson                          1,169,049
   Lance and Barbara Poulsen                $734,581
   Rebecca Parrett                          $753,436
   Unencumbered Assets Trust           2,661,152,383

The Insureds submitted various proposals on how to allocate the
Proceeds:

A. Former Outside Directors

   Messrs. Pote, Mendell and Wilkinson assert that the Proceeds
   should be allocated between and among the directors according
   to the amount of the losses the Court finds each insured has
   incurred.  To the extent the total losses exceed $5 million,
   the Outside Directors propose that the Court reduce the amount
   allocated to each insured pro rata.

   The Outside Directors want the Debtors' covered losses of more
   than $2.7 billion, on account of the Noteholder Claims and
   Professional Fees, excluded from the allocation.

   Section 4.I.1 of the Gulf Policy excludes coverage for, inter
   alia:

      "Loss in connection with any Claim . . . against and
      Insured . . . brought about or contributed to by any
      deliberately fraudulent or deliberately dishonest act or
      omission or any purposeful violation of any statute or
      regulation by such Insured if a judgment or other final
      adjudication adverse to such Insured establishes such a
      deliberately fraudulent or deliberately dishonest act,
      omission or purposeful violation."

   Michael H. Carpenter, Esq., at Carpenter & Lipps LLP, in
   Columbus, Ohio, explains that the Noteholder Claims arose from
   Sherry L. Gibson's fraudulent conduct at NCFE.  Ms. Gibson
   pleaded guilty and was convicted of the charge of Conspiracy
   to Use Interstate Commerce for the Purpose of the Fraud in the
   Sale of Securities.

   The amounts incurred by the Debtors for professional fees are
   also not covered as reimbursable "Loss" under the Policy, Mr.
   Carpenter says.  Only costs incurred "in defending or
   investigating a Claim" are compensable under the Policy,
   however, the only potential "Claims" identified by the Debtors
   are the Noteholder Claims, which are not covered by the
   Policy, Mr. Carpenter adds.

   To the extent that the Court finds that the Debtors do have
   covered losses, the Outside Directors propose that 1/3 of the
   Proceeds be allocated to the Debtors and the remaining 2/3 be
   allocated to the individual insureds and distributed between
   and among them pro rata.

   The Outside Directors believe that their proposed allocation
   scheme would provide a fair share to the Debtors that would be
   in excess of any individual director's or officer's share,
   while at the same time being consistent with the primary
   purpose of a D&O insurance, which is to protect the directors
   and officers.

B. Poulsens

   The Poulsens oppose the proposals by the Debtors and the
   Outside Directors.

   The Poulsens believe that based on their pro rata distribution
   scheme, the Outside Directors will receive a larger share of
   the Proceeds because their legal fees exceed the fees of any
   of the Founding Directors.  The Court should not reward the
   Outside Directors for their inefficiency, John E. Haller,
   Esq., at Shumaker Loop & Kendrick LLP, in Columbus, Ohio,
   says.

   The Debtors will be entitled to more than 99% of the entire
   amount based on their proposal, Mr. Haller observes.  "[This]
   scheme is not designed to be equitable; it is designed to
   maximize recovery of the Debtors," Mr. Haller contends.  "In
   the first place, the Debtors are not entitled to the Proceeds
   because their claims are not covered by the Policy."

   The purpose of the D&O insurance coverage is to protect the
   directors and officers of the corporation, Mr. Haller notes,
   echoing cases cited by the Outside Directors:

      -- First Central Fin. Corp. v. Lipson (In re First Central
         Fin. Corp.), 238 B.R. 9, 17 (Bankr.E.D.N.Y. 1999);

      -- Youngstown Osteopathic Hosp. Ass'n v. Ventresco (In re
         Youngstown Osteopathic Hosp. Ass'n), 271 B.R. 544, 550
         (Bankr.N.D.Ohio 2002); and

      -- In re Allied Digital Tech. Corp., 306 B.R. 505
         (Bankr.D.Del. 2004).

   "The Court should be guided by the principles of equality and
   equity," Mr. Haller contends.  "In this way, the Court will
   not have to spend time and resources inquiring into the
   specifics of the various claims."

   The Poulsens propose that the Proceeds be allocated in this
   manner:

      -- If the Court determines that Debtors are not entitled to
         any of the proceeds because their claims are not
         covered, then the Policy should be divided into equal
         shares among the seven Officers and Directors.

      -- If the Court determines that the Debtors are entitled to
         some of the proceeds, then the Policy proceeds should be
         divided into eight equal shares, seven total shares for
         the Officers and Directors and one for the Debtors.

C. Ms. Parrett

   Ms. Parrett proposes that the funds represented by the D&O
   Policy be divided into five equal shares:

      -- one share to Ms. Parrett
      -- one share to Mr. Ayers
      -- one share to the Poulsens, jointly
      -- two shares to the Outside Directors, jointly

   According to Ms. Parrett, the Poulsens are entitled only to
   one equal share since they face the same actions, submit joint
   filings, share counsel, and do not appear to have incurred
   separate and distinct defense costs.

   Ms. Parrett opposes the allocation of the Proceeds to the
   Outside Directors based on allegations that they committed
   wrongful acts.  Since the Court has not yet ruled on those
   allegations, Ms. Parrett suggests that two equal shares be
   allocated jointly among the Outside Directors.

   Ms. Parrett believes that it would be unreasonable to award
   the Outside Directors with larger shares because:

      -- they share counsel and consistently submit joint filings
         in the matters in which they have all been named as
         defendants;

      -- Mr. Mendell's liability is limited, as he was only a
         director for a few weeks prior to the Petition Date; and

      -- their defense costs, as compared to those of the
         Founding Directors, appear to be grossly inflated.

   Ms. Parrett acknowledges that the Gulf D&O Policy covers
   entity or indemnification coverage but believes that the
   Proceeds must be utilized to cover defense costs to directors
   and officers before funds are allocated for entity coverage.

   Since the defense costs sought by the directors will exceed
   the policy limits of the Gulf Policy, the Proceeds will
   necessarily be exhausted prior to disbursements based upon
   coverage to the Debtors.  The Debtors, Ms. Parrett says, are
   not entitled to any share of the funds because:

      * the claims alleged by the Debtors are based upon
        contractual claims and are consequently not covered by
        the Gulf Policy;

      * the Noteholder Deficiency Claim was created after
        the deadline set forth in the Gulf Policy;

      * the Noteholder Deficiency Claim does not meet the
        definition of "Claim" as set forth in the Gulf Policy;

      * any coverage to which the Debtors are entitled is of a
        lower priority than the directors and officers of NCFE;

      * the Debtors' claims are preceded in time by her claims;
        and

      * the Gulf Policy is not permitted to cover acts of fraud
        under Ohio law, which the Debtors admit in their
        Confirmed Plan to be the basis of the Noteholder
        Deficiency Claim.

   In the event that the Court rules that the Debtors are
   entitled to the Proceeds, Ms. Parrett proposes that the
   Debtors receive one share equal to the shares allocated to the
   other insureds.  Ms. Parrett believes that the Debtors are
   entitled to no greater share than that received by any one
   director or officer of NCFE under the law.

           Court Says Debtors are Entitled to Proceeds

Judge Calhoun finds that:

   (1) the "entity coverage" provision under the insurance policy
       allows National Century Financial Enterprises, Inc., a
       limited right to a portion of the insurance proceeds; and

   (2) the directors and officers must share the proceeds on a
       per capita basis, instead of on the actual amount of
       litigation costs accrued.

The Court holds that the seven directors' argument that the
Exclusions provisions of the Gulf Policy exclude NCFE from
coverage is based on an incomplete reading of the Policy.

Judge Calhoun explains that Insuring Clauses C and D both in one
form or another are exempt from the Exclusions 4.F Wrongful Acts
provision of the Gulf Policy.  Insuring Clause C states, "[t]he
Insurer will pay on behalf of the Insured Company Loss . . . up
to the available maximum aggregate Limit of Liability . . . and
which Loss is incurred by the Insured Company as the result of
any Claim first made . . . for a Wrongful Act."

Insuring Clause C directly makes claims payable for a Wrongful
Act, according to Judge Calhoun.  Thus, the noteholder deficiency
settlement of more than $2.6 billion is specifically not excluded
by Insuring Clause C.

Similarly, NCFE's professional fees and expenses are not excluded
by Insuring Clause D because that clause, while specifically
referring to Exclusions 4.A, 4.C, 4.H and 4.J(8), does not refer
to Exclusions 4.F, which is the exclusion for Wrongful Acts.  The
Court holds NCFE's claims are payable under the Gulf Policy.

                70% to Directors, 30% to the Trust

Judge Calhoun relates that without some sort of subordination of
claims, NCFE will take the mammoth portion of the Proceeds.
However, this would not serve the underlying reason for the
issuance of D&O policies.

NCFE has had more than $2.6 billion in deficiency settlement
claims and more than $51 million in professional and attorneys'
fees, which are payable under the Gulf Policy.  Judge Calhoun
notes that if a simple prorated distribution is made under the
directors and officers policy, the NCFE directors and officers
would get virtually nothing for their defense costs.  Not only
would a strict proration be inequitable, but it would subvert the
actual intent of D&O insurance policies, which are primarily for
the benefit of directors and officers.

But Judge Calhoun acknowledges that NCFE's claims cannot be
completely subordinated.  The Gulf Policy contains a strong
entity coverage provision.  Judge Calhoun also notes that the
NCFE's successor-in-interest, the Unencumbered Assets Trust, is a
shell set up for the benefit of NCFE's numerous creditors, who
have suffered real and adverse economic consequences as a result
of NCFE's bankruptcy.

The Court believes that a proper balance is to make a 70%
distribution of the Proceeds to the directors for their defense
costs and a 30% distribution to the Trust to allow it to recoup
the myriad of costs it has incurred as a result of the Debtors'
and its directors' financial irresponsibility and perhaps fraud.

                    Allocation Among Directors

The Court rules that a per capita approach will be used to divide
the remaining Proceeds evenly among the seven officers and
directors.

The Court believes that equity would be better served if a per
capita approach is taken.

Judge Calhoun explains that despite the fact that all the
directors are implicated in one way or another in the Debtors'
bankruptcy and the MDL litigation, the expenses and fees they
have accrued are uneven.  The Outside Directors, among the three
of them, have accrued more than $3.9 million in fees and
expenses.  Mr. Ayers, on the other hand, has accrued about
$190,000 in defense costs.

"This apparent unevenness indicates that theoretically a pro rata
approach would reward an expensive litigation strategy to the
detriment of an economical one," Judge Calhoun states.

                        JPMorgan Coverage

Although JPMorgan has provided defense cost payments to the
Outside Directors, Judge Calhoun notes that it is unclear and
unproven if JPMorgan is obligated to do so in the future.  Thus,
the Outside Directors might not be able to turn to two of the
four JPMorgan D&O policies identified and placed into the record.

Additionally, although the other two policies provide direct
coverage to the Outside Directors, it is unclear if those
insurers would actually pay the Outside Directors -- or JPMorgan
-- if called upon to make distributions under those policies.
The JPMorgan D&O insurers might very well contest liability.  The
insurers might also seek some sort of rescission of the policies.

"There are too many unknown facts at this point in order prorate
the allocation between the Gulf Policy and the four JPMorgan D&O
policies," Judge Calhoun says.

Accordingly, the Court rules that:

   1. The Debtors will receive $1,500,000;

   2. The four Founding Directors will receive $500,000 each;

   3. The Outside Directors will also receive $500,000 each.

Judge Calhoun makes it clear that if any of the directors are
found guilty in the future of any act that might affect their
right to coverage under the Gulf Policy, applicable law might
require that director to disgorge their portion of the Proceeds.

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: Thelen Reid Approved as Creditors Committee Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors appointed in
Noble of Drew Ali Plaza Housing Corp.'s chapter 11 case permission
to employ Thelen Reid & Priest LLP as its counsel.

Thelen Reid will:

   a) assist the Committee in the administration of the Debtor's
      chapter 11 case and the exercise of oversight with respect
      to the Debtor's affairs including all issues arising from
      its bankruptcy case;

   b) prepare on behalf of the Committee all necessary
      applications, motions, orders, reports and other legal
      papers and appear in Bankruptcy Court to represent the
      interests of the Committee;

   c) assist the Committee in the negotiation, formulation,
      drafting and confirmation of any chapter 11 plan and other
      matters related to the plan;

   d) assist in the exercise of oversight with respect to any
      transfer, pledge, conveyance, sale or other liquidation of
      the Debtor's assets;

   e) assist the Committee in the investigation of the Debtor's
      assets, liabilities, financial condition and operating
      issues concerning the Debtor that may be relevant in its
      chapter 11 case; and

   f) perform all other legal services to the Committee that are
      necessary in the fulfillment of its duties and powers in the
      Debtor's chapter 11 case.

Martin G. Bunin, Esq., and Craig E. Freeman, Esq., are the lead
attorneys for the Committee.  Mr. Bunin charges $590 per hour for
his services, while Mr. Freeman charges $465 per hour.

Mr. Freeman reports Thelen Reid's professionals bill:

    Designation            Hourly Rate
    -----------            -----------
    Counsel                $320 - $600
    Associates             $210 - $460
    Legal Assistants        $95 - $230

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

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


NOBLE DREW: Wants to Hire Mahoney Cohen as Financial Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Noble of
Drew Ali Plaza Housing Corp. asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ Mahoney
Cohen & Company, CPA, PC, as its accountants and financial
advisors.

Mahoney Cohen is expected to:

   a) assist the Committee in the investigation of the pre-
      petition acts, conducts, liabilities and financial condition
      of the Debtor and its management and business operations;

   b) assist the Committee in the review of the Debtor's monthly
      operating statements and in the evaluation of the Debtor's
      cash flow projections;

   c) monitor the Debtor's activities regarding cash expenditures
      and general business operations and analyze the Debtor's
      transactions with vendors, insiders and affiliated
      companies;

   d) assist the Committee in the review of financial aspects of
      any proposed chapter 11 plan and assist in any litigation
      proceedings against insiders and other potential
      adversaries;

   e) attend meetings with representatives of the Committee and
      its counsel and prepare presentations to the Committee that
      provide analyses and updates on diligence performed; and

   f) perform all other accounting and financial advisory services
      that are requested by the Committee and its counsel.

Charles M. Berk, C.P.A., a Director at Mahoney Cohen, reports the
Firm professionals bill:

      Designation                      Hourly Rate
      -----------                      -----------
      Shareholders & Directors         $350 - $500
      Managers & Senior Managers       $265 - $350
      Senior Accountants & Staff        $95 - $265

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

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


NORCROSS SAFETY: Noteholders Agree to Amend 9-7/8% Sr. Sub. Notes
-----------------------------------------------------------------
Norcross Safety Products L.L.C. and Norcross Capital Corp.
reported that, as part of their previously announced consent
solicitation relating to their 9-7/8% Senior Subordinated Notes
due 2011, as of 5:00 p.m., New York City time, they had received
the requisite consents to amend and waive certain provisions of
the Indenture governing the Notes.

The proposed amendments and waivers are contingent on several
factors, including the closing of the proposed acquisition
transaction pursuant to which Safety Products Holdings, Inc., will
purchase from NSP Holdings L.L.C. all of the outstanding
membership units of Norcross and all of the outstanding common
stock of NSP Holdings Capital Corp., and pursuant to which Safety
Products will assume all of the outstanding indebtedness of the
Company and NSP Holdings.

The consent solicitation is conditioned on the receipt of consents
from holders of at least a majority in aggregate principal amount
of the outstanding Notes not held by the Issuers or their
affiliates and other customary conditions and will expire at 11:59
p.m., New York City time, on June 24, 2005, unless extended.

Subject to the conditions set forth in the consent solicitation
statement previously sent by the Issuers to all holders of the
Notes as of the June 10, 2005, record date, the Issuers will pay a
consent fee equal to 0.25% of the principal amount of Notes ($2.50
per $1,000 principal amount of Notes) to each holder that has
delivered (and not revoked) a valid consent to the proposed
amendments and waivers prior to the expiration of the consent
solicitation.

Payment of such consent fee will be conditioned upon, and made
following, the closing of the Acquisition, the operational
effectiveness of the supplemental indentures and the satisfaction
of the other terms and conditions contained in the Consent
Solicitation Statement.

The consent solicitation may be amended, extended or terminated,
at the option of the Issuers, as set forth in the Consent
Solicitation Statement.  For a complete statement of the terms and
conditions of the consent solicitation, holders of the Notes
should refer to the Consent Solicitation Statement.

The Solicitation Agent in connection with the consent solicitation
is Credit Suisse First Boston LLC.  Questions regarding the
consent solicitation may be directed to CSFB at 800-820-1653 (toll
free) or 212-538-0652 (collect). D.F. King & Co., Inc. is serving
as Information Agent and Tabulation Agent in connection with the
consent solicitation.  Requests for assistance in delivering
consents or for additional copies of the Consent Solicitation
Statement should be directed to the Information Agent at 800-848-
2998 (toll-free) or 212-269-5550 (collect).

                        About Norcross

Norcross Safety Products L.L.C. is a leading designer,
manufacturer and marketer of branded products in the personal
protection equipment industry. The Company manufactures and
markets a full line of personal protection equipment for workers
in the general industrial, fire service and utility/high voltage
industries. The Company sells products under trusted, long-
standing and well-recognized brand names, including North, Morning
Pride, Ranger, Servus, Pro-Warrington and Salisbury. The Company's
broad product offerings includes, among other things, respiratory
protection, protective footwear, hand protection, bunker gear and
linemen equipment.

                        *     *     *

As reported in the Troubled Company Reporter on June 24, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and all other ratings on safety equipment provider
Norcross Safety Products LLC and its parent NSP Holdings LLC and
removed them from CreditWatch where they were placed with negative
implications on May 24, 2005.  S&P said the outlook is negative.


NORTH AMERICAN: Court Extends Solicitation Period to Sept. 30
-------------------------------------------------------------
North American Refractories Company sought and obtained permission
from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to extend, until Sept. 30, 2005, the exclusive period
within which it may solicit acceptances for its Reorganization
Plan.

The Debtor says that it needs the extension to finalize
negotiations with interested parties in connection with obtaining
support for the Reorganization Plan.  The extension period will
also give the Debtors more time to make certain amendments to the
Plan.

The Debtor's period to solicit plan acceptances has been extended
eight times since the Plan was filed on July 31, 2003.

The Debtor sought bankruptcy protection in early 2002 after
suffering a slump in the domestic economy and encountering an
overwhelming number of claims from individuals asserting injuries
or illnesses caused by exposure to asbestos containing products it
manufactured.

Headquartered in Pittsburgh, Pennsylvania, North American
Refractories Company, filed for chapter 11 protection on January
4, 2002 (Bankr. W.D. Pa. Case No. 02-20198).  Paul M. Singer,
Esq., of Pittsburgh represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed $27,559,000,000 in
assets and $18,634,000,000 in debts.


NORTHSHORE ASSET: Receiver Wants Reference Removed from Court
-------------------------------------------------------------
Arthur Steinberg, the court-appointed Receiver for Northshore
Asset Management, LLC, and its debtor-affiliates, asks the U.S.
District Court for the Southern District of New York to withdraw
the reference of the Debtors' cases from the Bankruptcy Court.
The Receiver wants all matters concerning the Northshore entities
to be addressed by the U.S. District Court for the Southern
District of New York.

Mr. Steinberg relates that the Securities and Exchange Commission
filed an action against the Northshore entities in the District
Court on Feb. 15, 2005.  The suit alleges violations of the
securities laws and seeks to preserve and recover assets for
defrauded investors.

The Receiver wants the proceedings before a single forum to
promote judicial economy and consistency, avoid confusion and to
conserve the estates' resources.

Title 28 U.S.C. Section 157(d) states that a district court may
withdraw the reference of a bankruptcy proceeding from the
bankruptcy court for cause.  Because the cases will require
consideration of both Title 11 and non-bankruptcy federal law
(including federal securities law), the Receiver contends it is
best to withdraw the reference from the bankruptcy court.

The Receiver adds that he is in the process of disposing the
Debtors' assets.  As such, he will be required to file numerous
motions in the District Court in accordance with the SEC Action
and at the same time, file the same motions with the Bankruptcy
Court.  This, Mr. Steinberg states, is an unnecessary waste of
judicial resources and an imposition on the Bankruptcy and
District Courts.

Mr. Steinberg tells the Court that the U.S. Trustee for Region 2
and the SEC support this move.

Headquartered in Chicago, Illinois, Northshore Asset Management
LLC provides investment management services to private equity and
hedge funds and sophisticated investors.  On Feb. 15, 2005,
Northshore, NSCT LLC and Saldutti Capital Management, LP, filed
for chapter 11 protection (Bankr. N.D. Ill. Case Nos. 05-04950,
05-04958 and 05-04959).  On February 16, 2005, the U.S. District
Court for the Southern District of New York appointed Arthur
Steinberg as receiver.  On March 29, 2005, the Honorable Judge
Pamela S. Hollis in Chicago ordered the transfer of the Debtors'
chapter 11 cases to the U.S. Bankruptcy Court for the Southern
District of New York (Bankr. Case Nos. 05-12797 through 05-12799).
Jon C. Vigano, Esq., Patricia J. Fokuo, Esq., at Schiff Hardin LLP
represents the Debtors.  When the Debtors filed for protection
from their creditors, they estimated assets and debts ranging from
$10 million to $50 million.


ORBIMAGE HOLDINGS: Prices Senior Secured Floating Rate Notes
------------------------------------------------------------
ORBIMAGE Holdings Inc. (OTC Bulletin Board: ORBM) priced a
$250 million offering of Senior Secured Floating Rate Notes due
2012.  The interest rate will be at six month LIBOR plus 9.5%. The
closing is expected to occur on Wednesday, June 29, 2005.

The notes are being offered by the initial purchasers solely to
certain qualified institutional buyers pursuant to Rule 144A, have
not been registered under the Securities Act of 1933 and may not
be offered or sold in the United States absent registration or an
applicable exemption from registration under the Securities Act
and applicable state securities laws.

This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these notes.  The information in this
news release is forward looking, and is subject to the risk that
some or all of the proposed notes offering will not occur as
planned.

ORBIMAGE Holdings Inc. -- http://www.ORBIMAGE.com/-- is a leading
global provider of Earth imagery products and services, with
digital remote sensing satellites and an integrated worldwide
image receiving, processing and distribution network.  In addition
to the high-resolution OrbView-3 satellite, ORBIMAGE operates the
OrbView-2 ocean and land multispectral imaging satellite and the
SeaStar Fisheries Information Service, which provides maps derived
from essential oceanographic information to aid in commercial
fishing.  ORBIMAGE also produces value-added imagery products and
provides advanced photogrammetric engineering services at its St.
Louis facility.  The company distributes its products directly to
the U.S. government for national security and related mapping
applications. Commercial sales are handled through a worldwide
network of value-added resellers, regional distributors, sales
agents, and select strategic partners.  The company is currently
building a next-generation satellite, OrbView-5, to support the
National Geospatial-Intelligence Agency's NextView image
acquisition program. OrbView-5 is planned to be operational early
in 2007.

                        *     *     *

As reported in the Troubled Company Reporter on June 24, 2005,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Dulles, Virginia-based satellite imaging company
ORBIMAGE Holdings Inc. and its subsidiary-ORBIMAGE Inc.  S&P said
the outlook is negative.

At the same time, a 'CCC+' rating was assigned to ORBIMAGE
Holdings Inc.'s proposed $245 million senior secured floating rate
notes due 2012 to be issued under Rule 144A with registration
rights.  The 'CCC+' rating on the notes was simultaneously placed
on CreditWatch with positive implications.


ORGANIZED LIVING: SB & Tiger Capital Acquire Inventory Assets
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
approved the sale of Organized Living Inc.'s inventory assets to
SB Capital Group, LLC, and Tiger Capital Group, LLC, for an
undisclosed amount.

SB Capital and Tiger Capital made the highest and best bid for the
inventory assets at an auction held on June 14, 2005.

Organized Living also sold its store located in Scottdale,
Arizona, to Storables Inc., a Portland, Ore.-based chain that
sells upscale home furnishings and organizing products.  The
financial terms of the transaction wasn't disclosed.

                    About SB Capital

SB Capital Group, based in South Plainfield, N.J., is an affiliate
of Schottenstein Stores Corp., which is controlled by the family
of Columbus retail magnate Jay Schottenstein.  Schottenstein
Stores also owns 49 percent of Retail Ventures Inc. (NYSE:RVI),
the parent company of Value City, Filene's Basement and DSW Shoe
Warehouse.

                   About Tiger Capital

Tiger Capital Group, LLC, an affiliate of The Nassi Group,
specializes in retail asset dispositions and appraisals.

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Tim Robinson, Esq., at Squire Sanders & Dempsey represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts of
$10 million to $50 million.


ORGANIZED LIVING: Taps Keen Realty as Real Estate Consultant
------------------------------------------------------------
Organized Living Inc. asks the U.S. Bankruptcy Court for the
Southern District of Ohio for authority to employ Keen Realty,
LLC, as its special real estate consultant.

All of the sites range from 17,000 - 26,000 sq. ft. The majority
of these sites are shopping centers locations.  They are located
in prime retail markets in these states:

            * Alabama,
            * California (3),
            * Colorado,
            * Florida,
            * Kansas,
            * Kentucky,
            * Michigan (2),
            * Minnesota,
            * Missouri,
            * North Carolina,
            * New Jersey,
            * Nevada (2),
            * New York,
            * Ohio (2),
            * Pennsylvania (2), and
            * Virginia.

The retail site located at university commons shopping center in
Boca Raton, Florida, is subject to a sale hearing on July 6, 2005.
Bids for this location must be submitted by July 5.  The company's
leasehold interest at their office/headquarters site in Columbus,
Ohio, and their distribution site in Lenexa, Kansas may also be
available.  For more information regarding the disposition of
these leaseholds for Organized Living, Inc., contact:

               Keen Realty, LLC
               60 Cutter Mill Road, Suite 214
               Great Neck, New York 11021
               Telephone: 516-482-2700
               Fax: 516-482-5764
               Attn: Mike Matlat

"We are pleased to offer these leasehold interests for sale, as
they are located in premier shopping centers throughout the
country," said Mike Matlat, Keen Realty's Vice President.  "We
expect there to be a tremendous amount of interest in these
locations.  These leases represent an excellent opportunity for
users.  Our marketing efforts will culminate in an auction on July
25, 2005 and the deadline for submitting bids is July 21,"  Mr.
Matlat added.

Keen Realty, LLC is a real estate consulting firm specializing in
maximizing the value of its clients' real estate assets
nationwide.  For over 23 years, Keen Realty has had extensive
experience solving complex problems and evaluating and selling
real estate, leases and businesses.  Keen Realty has consulted
with hundreds of clients nationwide, and evaluated and disposed of
more than 18,400 properties containing approximately 1,723,300,000
sq. ft. across the country.  Recent clients include: Cable &
Wireless, Meadowcraft, American Candy, Wellington Leisure
Products, Spiegel/Eddie Bauer, Arthur Andersen, Service
Merchandise, Tommy Hilfiger, Warnaco, Frank's Nursery and Crafts,
and JP Morgan Chase.

The Debtor conducted an auction of its assets on June 14, 2005.
Its leaseholds were not among those auctioned.  Organized Living
believes a substantial interest exists for its leaseholds.

Organized Living wants Keen Realty to market and sell the
leaseholds for the highest and best price to maximize return for
the Debtor, its estate and creditors.

In relation with the proposed sale of the leaseholds, Keen is
expected to:

   a) review all pertinent documents and consult with the
      Debtor's counsel, as appropriate;

   b) develop and implement a marketing program which may
      include, as appropriate, newspaper, magazine or journal
      advertising, letter and flyer solicitation, placement of
      signs, direct telemarketing, and other marketing methods;

   c) communicate with potential replacement tenants, brokers,
      investors, landlords, etc., and endeavor to locate
      additional parties who may have an interest in the purchase
      of a leasehold;

   d) respond and provide information to negotiate and solicit
      offers from prospective purchasers and settlements from
      landlords and shall make recommendations to the Debtor as
      to the advisability of accepting particular offers and
      settlements;

   e) meet periodically with the Debtor, its accountants and
      attorneys, in connection with the status of its efforts;

   f) work with the attorneys responsible for the implementation
      of the proposed transaction, review documents, negotiate
      and assist in resolving problems which may arise; and

   g) if required, appear in Court during the term of its
      retention, to testify or to consult with the Debtor in
      connection with the marketing or disposition of a
      leasehold.

Matthew Bordwin, at Keen Realty, discloses that the Debtor agrees
to pay his Firm:

      a) the greater of $1,500 or 3.5% of the gross proceeds of a
         transaction including the assignment of a lease or the
         waiver of a landlord's rejection claim;

      b) 50% of the fee stated in (a) if a prospective buyer has
         been found prior to Keen's engagement;

      c) upon confirmation of a plan, 3.5% of the dollar savings
         to the estate on account of a waiver, release or
         negation which exceeds the fees already paid to the Firm
         with respect to a related leasehold;

      d) $400 per leasehold that is rejected or withdrawn from
         the scope of the agreement; and

      e) a $7,500 fee for the Boca Raton property if the lease
         will be assigned and assumed at $1,000,000 or 12% it the
         property lease will fetch a higher and better offer.

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

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Tim Robinson, Esq., at Squire Sanders & Dempsey represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts of
$10 million to $50 million.


OWENS CORNING: Selling Texas Asphalt Unit to Pelican for $3.15M
---------------------------------------------------------------
Martin Midstream Partners, L.P., and the Official Committee of
Unsecured Creditors objected to Owens Corning and its debtor-
affiliates plans to sell 4.836 acres of land and a manufacturing
facility located in Channelview, Texas, to Pelican Refining
Company, LLC, for $3.15 million.

             Martin Midstream Willing to Pay $3.45M

"The proposed sale to Pelican is not in the best interests of the
Debtors' estates because [Martin Midstream] is willing to pay
$3.45 million on the same terms as those offered by Pelican, thus
yielding an additional $300,000 for the estates and creditors,"
Stuart M. Brown, Esq., at Edwards & Angell, LLP, in Wilmington,
Delaware, says.

Martin Midstream Partners, L.P., is the sole member of Martin
Operating G.P., LLC, which is the general partner of Martin
Operating Partnership, L.P.

Martin Midstream has a market cap of $275 million, cash of
$8.515 million as of March 31, 2005, and a $150 million line of
credit with approximately $75 million of availability.

Mr. Brown asserts that Martin is a qualified purchaser able to
close the sale promptly after the U.S. Bankruptcy Court for the
District of Delaware's approval and to provide adequate assurance
of performance under the sale contract.

Martin was one of the three prospective purchasers interested in
acquiring Channelview and performed extensive due diligence in
contemplation of making an offer to purchase Channelview.  Martin
expended hundreds of man hours and incurred expenses in excess of
$35,000 in connection with its due diligence and negotiation of a
draft asset purchase agreement with the Debtors.

Mr. Brown points out that the Debtors' marketing of Channelview
was not made pursuant to any order of the Court and was not
subject to written or otherwise defined bidding procedures.  In
the First Quarter 2005, the Debtors informed Martin that it was
invited to conduct due diligence and then to submit a bid.
During the week of May 9, 2005, after Martin submitted only two
written offers, the Debtors informed Martin that they were
closing bidding on Friday, May 13, 2005, so that they could
present their Motion to Sell to the Court on Monday, May 16.

Martin made a $2,550,000 bid on May 13, 2005, and learned late in
the day that Pelican topped it.  Because Martin is a publicly
traded company and required approval from its board of directors
to present a higher bid, Mr. Brown says, Martin was unable to
respond immediately to Pelican's offer before the bid cutoff
deadline established by the Debtors.

On Wednesday, May 18, 2005, Pelican signed an asset purchase
agreement offering to purchase Channelview for $3.15 million as
approved by Pelican at 6:50 p.m. that day -- five days after the
Debtors had informed Martin of the close of bidding.

Martin subsequently attempted to inform the Debtors of its
willingness to offer more for Channelview, but was told that
Pelican was the prevailing bidder.

Thus, Mr. Brown argues, Martin was not afforded an adequate
opportunity to counter-bid Pelican's offer accepted by the
Debtors, because the bidding and sale procedures were not
pursuant to any Court order and they were not otherwise defined
for Martin with adequate notice to permit Martin to participate
in the process.  "Martin incurred expenses and allocated its
resources to its due diligence in reasonable reliance on its
belief that it would be afforded a fair and adequate opportunity
to bid to purchase Channelview."

Martin asks the Court to deny the Debtors' request and authorize
the Debtors to accept Martin's higher and better offer to
purchase the Channelview asphalt plant.

         Creditors Panel Wants Martin Proposal Evaluated

Representing the Commercial Committee, Gregory T. Donilon, Esq.,
at Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware,
relates that counsel for the Debtors have informed the Commercial
Committee that the Debtors are attempting to contact both Pelican
and Martin to establish auction procedures for the sale of the
asphalt facility.

According to Mr. Donilon, the Committee has no objection to the
Debtors' sale of the asphalt facility.  "The Committee objects to
the Asset Sale Motion only to the extent that approval of the
motion at this time appears premature and because it appears that
the Debtors may be able to obtain substantially more for the
facility by selling the facility to Martin or at auction."

Thus, the Commercial Committee asks the Court to deny the Asset
Sale Motion unless:

   (i) the Debtors can adequately evaluate the Martin proposal;
       or

  (ii) the Debtors can conduct an appropriate auction for the
       sale of the asphalt facility.

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)


PACIFIC GAS: Asks Court to Enforce Confirmation Order on Lexington
------------------------------------------------------------------
Pacific Gas and Electric Company asks the U.S. Bankruptcy Court
for the Northern District of California to enforce the Court Order
confirming Pacific Gas' Plan of Reorganization on Lexington
Insurance Company.

Lexington Insurance previously filed an action against Pacific
Gas in the Superior Court of the State of California, County of
Sonoma.  Lexington Insurance sought the reimbursement of payments
that it made to settle various actions and other proceedings
against Pacific Gas arising out of a 1996 fire.

Janet A. Nexon, Esq., at Howard, Rice, Nemerovski, Canady, Falk &
Rabin, reminds the Court that pursuant to the Confirmation Order,
all creditors of Pacific Gas were enjoined from:

    (i) commencing or continuing any action against Pacific Gas
        with respect to a claim that arose prior to the
        Confirmation Date; and

   (ii) collecting or enforcing a judgment on any claim, except as
        otherwise provided in the confirmed Plan of
        Reorganization.

In addition, on April 12, 2004, the Effective Date of the Plan,
Pacific Gas was discharged from any and all claims or debts that
arose prior to the Confirmation Date.

Notwithstanding the Confirmation Order, Lexington Insurance has
commenced and is pursuing the Sonoma Action.  Ms. Nexon asserts
that the Sonoma Action is subject to both the discharge and the
injunction imposed by the Plan and the Confirmation Order for
three reasons:

    (a) The claim on which the Action is based arose prior to the
        Confirmation Date.  The claim arose out of the Cavedale
        Fire, which occurred on July 31, 1996, in Sonoma County,
        approximately five years prior to Petition Date;

    (b) The claim was not listed in Pacific Gas' bankruptcy
        schedules; and

    (c) Lexington failed to timely file a proof of claim with
        respect to the Action, although it did file proofs of
        claim with respect to other claims.

Furthermore, Lexington Insurance has admitted, and the Court has
found, that Lexington has no claims, other than certain unrelated
claims with respect to the issuance of a bond in favor of the
California Power Exchange Corporation.

Pacific Gas' informal efforts to convince Lexington Insurance to
dismiss the Action have been unsuccessful.  Thus, Pacific Gas
asks the Court to enforce the Confirmation Order by compelling
Lexington Insurance to dismiss its enjoined Action Lawsuit
against Pacific Gas.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on
April 6, 2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L.
Lopes, Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer,
Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent
the Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.


PARMALAT GROUP: Preliminary Injunction Stretched to Aug. 16
-----------------------------------------------------------
Judge Drain of the U.S. Bankruptcy Court for the Southern District
of New York adjourns the Bankruptcy Court's consideration of the
Application filed by Gordon I. MacRae and James Cleaver -- as
Joint Provisional Liquidators of Parmalat Capital Finance
Limited, Dairy Holdings Limited, and Food Holdings Limited --
for preliminary injunction to August 16, 2005, at 10:00 a.m.

In the interim, Judge Drain enjoins and restrains all persons
subject to the jurisdiction of the U.S. Court from commencing or
continuing any action to collect a prepetition debt against the
Finance Companies without obtaining relief from the Court.

Parmalat Finanziaria S.p.A.'s time to answer the Petitions
commencing these ancillary proceedings is extended until
September 13, 2005.

Any objections to the further continuation of the Preliminary
Injunction must be in writing, filed with the U.S. Bankruptcy
Court for the Southern District of New York, and served by
August 12, 2005, at 12:00 p.m.

       Creditors Can Vote on Recovery Plan Starting Today

Bloomberg News reports that creditors of Parmalat Finanziaria SpA
will vote on the company's plan to swap around EUR20 billion of
debt for new shares in the dairy between June 28 and August 26,
2005.

In an announcement published by Parmalat in major newspapers, the
company disclosed that 50% of the creditors will have to vote
against the plan for it to be rejected.  Creditors who do not
vote will be counted as having approved the swap.

After the swap, Italian Banks, including Capitalia SpA, as well
as U.S. lenders Bank of America Corp. and Citigroup Inc., will be
Parmalat's biggest shareholders.

The company is set to return to stock trading after the debt-for-
equity swap is carried out.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the U.S. Debtors filed for bankruptcy
protection, they reported more than $200 million in assets and
debts.  (Parmalat Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PC LANDING: Files First Amended Disclosure Statement & Plan
-----------------------------------------------------------
PC Landing Corp., Pacific Crossing Ltd. and their debtor-
affiliates delivered their First Amended Disclosure Statement
explaining its First Amended Joint Plan of Reorganization to the
U.S. Bankruptcy Court for the District of Delaware.

The Plan is the product of the Debtors' extensive negotiations
with an informal steering committee of prepetition lenders owed
approximately $659 million.

Under the Plan, secured lenders will be issued senior secured debt
for $25 million, bearing a $7% annual interest, in the Reorganized
Debtors.  The remaining $634 million deficiency claim will get pro
rata shares of the New Common Stock in the Reorganized Debtors.

The Plan's treatment of the secured lenders' claims allows for
significant recoveries for unsecured creditors and provides enough
cash for the Reorganized Debtors to successfully commence
operations after emergence from bankruptcy.

General unsecured creditors will receive pro rata shares of the
New Common Stock.

Intercompany claims and existing equity interests will be
cancelled on the Effective Date.

The Debtors expect to emerge from bankruptcy on July 15, 2005.

Headquartered in Dallas, Texas, PC Landing Corporation and its
debtor-affiliates, own and operate one of only two major trans-
Pacific fiber optic cable systems with available capacity linking
Japan and the United States.  The Debtor filed for chapter 11
protection on July 19, 2002 (Bankr. Del. Case No. 02-12086).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, P.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets of more than $100 million.


PETCO ANIMAL: Delayed Financials Cue Nasdaq Delisting Notice
------------------------------------------------------------
PETCO Animal Supplies, Inc. (Nasdaq: PETCE) received a notice from
the NASDAQ Stock Market, Inc. Listing Qualifications Staff on
June 20, 2005, that the Company failed to timely file its Report
on Form 10-Q for the quarterly period ended April 30, 2005 with
the Securities and Exchange Commission as required by NASDAQ
Marketplace Rule 4310(c)(14) and that this deficiency is an
additional basis for delisting its securities from the NASDAQ
National Market.

The Company had previously reported that it received a notice of a
determination by NASDAQ's Listing Qualifications Staff that it
failed to comply with NASDAQ listing standards set forth in NASDAQ
Marketplace Rule 4310(c)(14) due to the delayed filing of the
Company's Annual Report on Form 10-K for the fiscal year ended
January 29, 2005 with the SEC and that its securities were
therefore subject to delisting from the NASDAQ National Market.

The Company requested a hearing before the NASDAQ Listing
Qualifications Panel and was granted a hearing date of June 30,
2005, thus staying the delisting action pending the hearing. The
failure to file the First Quarter 10-Q will also be considered
during the hearing.

As a result of errors involving the under-accrual of expenses in
the Company's Distribution Operation, the Company commenced an
internal review of its financial results for the fourth quarter
and fiscal year ended January 29, 2005.  Until this review is
complete, the Company cannot finalize its financial statements for
the period ended January 29, 2005 or file its 2004 Form 10-K and
First Quarter 10-Q.

The Company is endeavoring to facilitate the completion of the
review as soon as possible so as to permit the filing of the 2004
Form 10-K and First Quarter 10-Q.  Until the Company is current
with its periodic reporting requirements with the SEC, the
Company's trading symbol will remain PETCE.

PETCO Animal Supplies, Inc., is a specialty retailer of premium
pet food, supplies and services.  PETCO's vision is to best
promote, through its people, the highest level of well being for
companion animals, and to support the human-animal bond.
PETCO generated net sales of more than $1.8 billion in fiscal
2004.  It operates over 730 stores in 47 states and the District
of Columbia, as well as a leading destination for on-line pet food
and supplies at http://www.petco.com/Since its inception in 1999,
The PETCO Foundation, PETCO's non-profit organization, has raised
more than $23 million in support of more than 2,700 non-profit
grassroots animal welfare organizations around the nation.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2005,
Moody's Investors Service upgraded the long-term debt ratings of
Petco Animal Supplies, Inc.  Moody's said the outlook is stable.
The upgrade reflects the company's continued solid operating
performance, which has led to a sustained improvement in its
financial metrics, which support a higher rating category.

The ratings are upgraded are:

   * Senior implied to Ba2 from Ba3;
   * Issuer rating to Ba3 from B1;
   * Senior subordinated notes to B1 from B2.

The rating withdrawn is:

   * $215.4 million senior secured credit facilities.


PHILLIPS-VAN: Good Performance Prompts S&P to Lift Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York, New York-based Phillips-Van Heusen Corp. to
'BB+' from 'BB'.  At the same time, ratings on the senior secured,
senior unsecured, subordinated debt were also raised a notch, to
'BB+', 'BB', and 'BB-', respectively.  The outlook is stable.

"The upgrade reflects the company's success in developing acquired
brands, the significant progress that PVH made in improving
operating results and credit protection measures in 2004 and the
first quarter of 2005, and our expectation that this trend will
continue," said Standard & Poor's credit analyst Diane Shand.

Ratings reflect:

    * the company's participation in the highly competitive
      apparel retailing industry,

    * the inherent cyclicality and fashion risk of the
      industry, and

    * somewhat high leverage for the rating category.

These weaknesses are somewhat mitigated by:

    * the company's portfolio of well-known brand names,
    * its leading position in the men's dress shirt market, and
    * a diversified base of distribution.

PVH saw consolidated operating income jump by 35% year over year,
to $183.8 million for the 12 months ended May 1, 2005, as a result
of strength in its wholesale dress shirt and sportswear business,
the rationalization and contraction of its retail business, more
full-price selling, and a 22% increase in operating earnings from
its Calvin Klein Inc. licensing segment.  EBITDA coverage of
interest increased to 2.8x from 2.5x, and debt leverage declined
to 3.7x from 4.5x after adjustment for leases and earnout payment
to Calvin Klein.  Return on capital was a satisfactory 12%.

Although, these cash flow protection measures are weak for the
rating category, Standard & Poor's expects them to strengthen
during the course of year and to be in line with the rating
category by year-end.

Standard & Poor's expects PVH will show modest revenue growth in
2005 and 2006, helped by increases in licensing fees from CKI and
Arrow, as well as continued strength in its dress shirt and
sportswear business.  In addition, Standard & Poor's expects
margins to expand because of the growth of the company's high-
margin licensing businesses and good inventory controls.

Further, Standard & Poor's does not expect PVH to be materially
affected by the merger of Federated Department Stores Inc. and May
Department Stores Co.  The two companies comprise about 12% of
PVH's revenues.  Although the merger will likely result in some
store closings, PVH's multibrand, multichannel strategy should
enable it to continue to moderately increase sales.

PVH is a vertically integrated manufacturer, marketer, and
retailer of men's and women's apparel and footwear. Principal
brands include Van Heusen, Arrow, Izod, Geoffrey Beene, Bass, and
CKI.


REDDY ICE: Extends 8-7/8% Sr. Sub. Tender Offer Until July 15
-------------------------------------------------------------
Reddy Ice Group, Inc., is extending the Expiration Date to its
previously announced tender offer and consent solicitation for its
outstanding 8-7/8% senior subordinated notes due 2011 to 5:00
p.m., New York City time, on July 15, 2005, unless further
extended or terminated.

Reddy Ice will pay the consent payment to all holders of the Notes
who validly tender their Notes prior to 5:00 p.m., New York City
time, on July 15, 2005, the new Expiration Date.

As of 5:00 p.m., New York City time, on June 23, 2005, tenders and
consents had been received with respect to approximately 99.9% of
the outstanding principal amount of the Notes.  The consent
condition has been satisfied with respect to the Notes.

The Consent Date was 5:00 p.m., New York City time, on April 12,
2005, and any Notes that were tendered prior to, or that are
tendered after, the Consent Date may not be withdrawn and the
related consents may not be revoked.

Reddy Ice also disclosed that assuming a Payment Date of July 18,
2005, the first business day after the new Expiration Date, the
Total Consideration for each $1,000 principal amount of Notes
validly tendered and not validly withdrawn prior to the Expiration
Date is $1,115.60.

In addition, each tendering holder of Notes will be paid accrued
and unpaid interest from the last interest payment date up to, but
not including, the Payment Date.  The Total Consideration was
determined based on the formula set forth in the Offer to Purchase
with a Price Determination Date of Apr. 13, 2005.  The Total
Consideration may be higher or lower, based on this formula,
depending on the actual Payment Date.

The Notes are being tendered pursuant to Reddy Ice's Offer to
Purchase and Consent Solicitation Statement dated March 22, 2005,
as amended by the Supplement and Amendment to the Offer to
Purchase and Consent Solicitation Statement, dated April 5, 2005
which more fully sets forth the terms and conditions of the cash
tender offer to purchase any and all of the outstanding principal
amount of the Notes as well as the consent solicitation to
eliminate substantially all of the restrictive covenants and
certain events of default contained in the Indenture.

The tender offer and consent solicitation are subject to the
satisfaction of certain additional conditions, including Reddy Ice
having available funds sufficient to pay the aggregate Total
Consideration from the anticipated proceeds of a new senior credit
facility and from an offering of equity by Reddy Ice Holdings,
Inc. in connection with the initial public offering of its common
stock.

In the event that the tender offer and consent solicitation are
withdrawn or otherwise not completed, the Total Consideration,
including the consent payment, will not be paid or become payable
to holders of the Notes who have tendered their Notes and
delivered consents.

This release does not constitute an offer to purchase, a
solicitation of an offer to sell or a solicitation of consent with
respect to any securities.  The full terms of the tender offer and
the consent solicitation are set forth in the Offer to Purchase
and in the related Consent and Letter of Transmittal and the other
related documents.  Capitalized terms used herein but not
otherwise defined herein have the meanings ascribed to them in the
Offer to Purchase.

Credit Suisse First Boston LLC is the sole Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer and consent solicitation may
be directed to Credit Suisse First Boston LLC, Liability
Management Group, at (800) 820-1653 (US toll-free) and (212) 538-
0652 (collect).  Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from
the Information Agent for the tender offer and consent
solicitation, Morrow & Co., Inc., at (800) 654-2468 (US toll-free)
and (212) 754-8000 (collect).

Headquartered in Dallas, Texas, Reddy Ice Holdings, Inc., and its
subsidiaries manufacture and distribute packaged ice in the United
States serving approximately 82,000 customer locations in
32 states and the District of Columbia under the Reddy Ice brand
name.  The company is the largest of its kind in the United
States.  Typical end markets include supermarkets, mass merchants,
and convenience stores.  For the last twelve months ended
June 30, 2004, consolidated revenue was approximately
$260 million.

                        *     *     *

Reddy Ice Group's 8-7/8% senior subordinated notes due Aug. 11,
2011, carry Moody's B3 rating and Standard & Poor's B- rating.


REXAIR HOLDINGS: Moody's Rates Revised $114 Mil. Facilities at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Rexair Holdings,
Inc.'s revised $114 million first lien senior secured credit
facilities, which consist of:

   -- a $94.0 million term loan (previously $124 million),

   -- a $20.0 million revolver, and

   -- a B3 rating to the proposed $30 million second lien senior
      secured term loan.

At the same time, Moody's affirmed Rexair's B1 corporate family
rating (previously known as the senior implied rating).  The first
and second lien notes represent a revised structure of the
original proposed senior secured credit facility, which had been
rated B1.  The ratings outlook remains stable.

The new ratings reflect a revised term loan structure to the
originally proposed $124 million senior secured term loan, by
splitting that obligation into a $94 million first lien and a $30
million second lien term loan facility.  The two notch ratings
differential between the first and second lien facilities reflects
the contractual subordination of the second lien term loan in
terms of its rights of payment and collateral relative to the
first lien notes and the expected lack of any asset coverage in a
distressed scenario.

As detailed in Moody's initial rating of Rexair's credit
facilities in a June 7, 2005 press release, Jacuzzi Brands is
reducing its ownership of Rexair through a sale to a private
equity sponsor, Rhone Capital LLC.  Upon completion of the
transaction, Rhone and certain Rexair management will own 70% of
Rexair with Jacuzzi Brands retaining a 30% interest.

The $170 million purchase price plus $6 million in transaction
expenses is being financed with the proceeds from this offering
and invested equity.  The ratings are predicated on the
understanding that Rexair will not be responsible for the existing
debt of Jacuzzi Brands, for which Rexair is currently a
co-borrower.

The ratings are supported by:

   * the consistently high operating margins (around 25%);

   * the global diversification of the company's sales (roughly
     half of the company's sales are international); and

   * the modest projected leverage at closing for the B1 rating
     category.

The ratings are also somewhat supported by the low inventory risks
inherent in Rexair's international business model where the
company's renowned vacuum machines are built only against firm
orders.  The ratings are constrained by the single product nature
of the business and its limited direct sales distribution channel.

Following transaction close, Moody's expects pro forma leverage
(adjusted debt/EBITDAR) to be around 4.1x, interest coverage
(EBITDA/interest) of 3.2x, and FCF/adjusted debt of 4.4%.  Debt is
adjusted to principally reflect capitalized operating leases and
free cash flow is defined as cash from operations less capital
expenditures.

The stable rating outlook reflects the expectation that the
company will be able to maintain adequate margins and
profitability despite the inherent limitations of its single
product offering and distribution model in today's very
competitive floor care marketplace.  The stable outlook also
incorporates Moody's belief that the company will steadily reduce
its leverage.

The ratings could be upgraded if:

   * Rexair's operating margin is maintained at levels above 25%;

   * interest coverage approaches 5.0x; and

   * its adjusted debt/EBITDAR ratio drops below 3.0x for a
     sustained period.

Negative rating action could result from:

   * a deterioration in Rexair's operating margins to below 20%;
   * a decrease in interest coverage below 3.0x;
   * or an increase in leverage to above 5.0x.

A significantly higher churn rate or a disruption in its direct
selling distribution model that results in reduced unit sales
could also cause negative ratings pressure.

The first lien senior secured credit facility, maturing in 2010,
amortizes 1% per year and will be guaranteed by the company's
domestic subsidiaries and secured by a first lien on the assets of
Rexair and its domestic subsidiaries.  It is expected that the
revolver will be un-drawn at closing.

The second lien senior secured credit facility, which has a bullet
maturity in 2011, will also be guaranteed by the company's
domestic subsidiaries but secured by a second lien on the assets
of Rexair and its domestic subsidiaries.

Both the first and second lien term loans will benefit from an
excess cash flow sweep although the cash flow sweep on the second
lien term loan will not kick in until the first lien facility is
repaid in full.  Both the first and second lien senior secured
facilities will contain certain financial covenants including
interest coverage, total leverage, and fixed charge coverage, for
which Moody's projects expected compliance with adequate cushion.

The first lien facility also contains a first lien leverage
covenant for which Moody's also projects expected compliance.  The
ratings assigned are subject to the receipt of final documentation
with no material changes to the terms as originally reviewed by
Moody's.

These ratings were assigned:

   * $94.0 million guaranteed first lien senior secured 5 year
     term loan of B1;

   * $20.0 million guaranteed first lien senior secured 5 year
     revolving credit facility of B1;

   * $30.0 million guaranteed second lien senior secured 6 year
     term loan of B3;

These ratings were affirmed:

   * Corporate family rating (formerly known as senior implied
     rating) of B1;

These ratings were withdrawn:

   * $124.0 million guaranteed senior secured 5 year term loan
     of B1;

   * $20.0 million guaranteed senior secured 5 year revolving
     credit facility of B1

Rexair Holdings, Inc., based in Troy, Michigan, is the
manufacturer and distributor of the Rainbow Cleaning System, a
premium vacuum cleaner.  The company, founded in 1935, markets its
products throughout the world and has just 50% of its sales in the
United States.  For the fiscal year ended September 30, 2004, the
company reported net sales of approximately $105 million.


REXAIR'S LLC: S&P Junks Proposed $30 Million Second-Lien Bank Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and a
recovery rating of '5' to Rexair LLC's proposed $114 million
first-lien bank facilities, indicating expectations of negligible
(0%-25%) recovery of principal in the event of a payment default.

Standard & Poor's also assigned its 'CCC+' rating and a recovery
rating of '5' to Rexair's proposed $30 million second lien term
loan.  The 'CCC+' rating is two notches below the corporate credit
rating, reflecting the second lien lenders' recovery prospects
after considering the higher-priority claims of the first-lien
lenders on the company's collateral.  The bank loan ratings and
accompanying analysis are based on preliminary documentation and
subject to review once final documentation has been received.

At the same time, Standard & Poor's affirmed Rexair's 'B'
corporate credit rating.  In addition, the 'B' rating and '5'
recovery rating on the company's proposed $144 million first-lien
bank facilities (which were rated on June 8, 2005) were withdrawn.
The outlook is stable.  Pro forma for the transaction, Rexair will
have approximately $124 million of debt outstanding.

"We expect Rexair to demonstrate sales volume growth that will
allow the company to maintain credit measures appropriate for the
rating during the outlook period.  However, if financial
performance weakens, the outlook could be revised to negative,"
said Standard & Poor's credit analyst Jean C. Stout.


SAKS INC: Increases Tender Offer for $658 Million Debt Securities
-----------------------------------------------------------------
Retailer Saks Incorporated (NYSE: SKS) increased the purchase
price from $990 to par ($1,000) per $1,000 principal amount of
notes in its cash tender offers for any and all of these notes:

                      Outstanding
                       Principal
     CUSIP No.           Amount             Title of Security
     ---------        ------------        ---------------------
     79377WAC2        $250,000,000        7 1/2% Notes due 2010
     79377WAM0        $208,105,000        7% Notes due 2013
     79377WAD0        $200,000,000        7 3/8% Notes due 2019

All other terms and conditions of the tender offers and consent
solicitations with respect to the notes described above remain the
same.  Each tender offer, as amended, expires at midnight on
July 18, 2005, unless extended by Saks with respect to that issue
of notes.

The purchase price for each issue of notes includes an amount that
Saks has designated as a consent payment in respect of the
consents described below of $20 per $1,000 principal amount of
notes.

If a tender offer is consummated, holders that validly tender
their notes in that tender offer prior to 5:00 p.m., New York City
time, on July 1, 2005, will receive the full purchase price.
Holders that validly tender their notes after that time will
receive the purchase price less the consent payment.

The tender offers and consent solicitations are made solely by the
Offers to Purchase and Consent Solicitation Statement dated June
20, 2005, the related letter of transmittal and consent, and any
amendments or supplements thereto.

Saks' obligation to purchase notes in each tender offer is subject
to customary conditions, including the receipt of consents from
holders of a majority in aggregate principal amount of the notes
with respect to which the tender offer is being made and the
closing of the previously announced sale of certain assets.

The proposed amendments and waivers with respect to each issue of
notes will require the receipt of consents from the holders of a
majority in aggregate principal amount of that issue.  Holders
that tender their notes in the tender offers will be deemed, as a
condition to a valid tender, to have given their consent to the
proposed amendments applicable to the issue of notes that they are
tendering and to have waived defaults under the indenture relating
to that issue.  If the proposed amendments become effective with
respect to an issue of notes, then all notes of that issue will be
subject to the proposed amendments.

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

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

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


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

Saks Incorporated operates Saks Fifth Avenue Enterprises (SFAE),
which consists of 57 Saks Fifth Avenue stores, 52 Saks Off 5th
stores, and saks.com.  The Company also operates its Saks
Department Store Group (SDSG) with 232 department stores under the
names of Parisian, Proffitt's, McRae's, Younkers, Herberger's,
Carson Pirie Scott, Bergner's, and Boston Store and 47 Club Libby
Lu specialty stores.  On April 29, 2005, the Company announced
that it had entered into an agreement to sell 22 Proffitt's stores
and 25 McRae's stores to Belk, Inc.  The Company expects to
complete the sale on July 5, 2005, subject to various closing
conditions.

                       *     *     *

As reported in the Troubled Company Reporter on June 24 2005,
Standard & Poor's Ratings Services expects to raise its corporate
credit and senior unsecured debt ratings on Saks Inc. to 'B+' from
'CCC+' upon successful completion of a debt tender and consent
solicitation, and maintain those ratings on CreditWatch with
developing implications.

"This decision is a reflection of Saks taking a more proactive
approach to alleviate a potential acceleration of its debt," said
Standard & Poor's credit analyst Gerald A. Hirschberg.  Saks
received on June 15, 2005, a notice of a filing requirement
default by a hedge fund that owned more than 25% of the 2%
convertible senior notes.


SCOTTISH RE: Fitch Assigns BB+ Rating to New Preferred Stock Issue
------------------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to Scottish Re's (NYSE: SCT)
new issuance of noncumulative preferred stock.  Fitch also
affirmed SCT's 'BBB' long-term issuer rating and the ratings on
all outstanding debt.  The Rating Outlook is Stable.

SCT intends to use the net proceeds from this offering for general
corporate purposes, which may include investments in or advances
to subsidiaries, and possible acquisitions.

The preferred stock is perpetual and subordinated to all other
creditors.  Fitch has assigned 100% equity credit to SCT's new
issuance and pro forma equity adjusted debt-to-capitalization at
March 31, 2005 was 14.7% and within Fitch's ratings expectations.
GAAP EBIT to fixed charges was moderate at 5.4 times (x) through
the first three months of 2005 and 5.5x for the full year 2004.

SCT is an insurance holding company with operations primarily
focused on global life and annuity reinsurance.  Total gross face
amount of reinsurance in force was approximately $1 trillion
following the acquisition of ING's individual life reinsurance
business via 100% indemnity coinsurance on Dec. 31, 2004.
Operations are conducted in subsidiaries located in Bermuda,
Charlotte, North Carolina, Dublin Ireland, Grand Cayman, and
Windsor, England.

These actions have a Stable Rating Outlook by Fitch:

   Scottish Re Group Limited

     -- Long-term issuer affirmed at 'BBB';
     -- Preferred stock assigned at 'BB+';
     -- Senior debt affirmed at 'BBB';
     -- Hybrid capital units affirmed at 'BBB-'


SECURUS TECH: Amends Registration for $154 Million Exchange Offer
-----------------------------------------------------------------
Securus Technologies, Inc., filed an amendment to its Registration
Statement on Form S-4 with the Securities and Exchange Commission,
wherein Securus reported its results of operations for the
quarterly period ended March 31, 2005.

The Registration Statement relates to Securus' offer to exchange
its outstanding $154 million principal aggregate amount of 11%
Second-priority Senior Secured Notes due 2011 for registered 11%
Second-priority Senior Secured Notes due 2011.

As set forth in the amended Registration Statement, Securus
generated operating revenues of $91.4 million during the three-
month period ended March 31, 2005.  For the three months ended
March 31, 2004, calculated on a pro forma basis for comparative
purposes, Securus and its subsidiaries generated combined revenues
of $90.8 million.

It should be noted that for the three months ended March 31, 2004
Securus' operations did not include the operations of its T-Netix
subsidiary prior to the acquisition of T-Netix on March 3, 2004 or
the operations of its Evercom subsidiary prior to the acquisition
of Evercom on Sept. 9, 2004.

In discussing the trends in revenue, Richard Falcone, Securus'
Chief Executive Officer, stated, "Securus and its predecessors
have historically demonstrated strength at growing direct
provisioning revenues.  We have grown our direct provisioning
revenue by over $15 million on an annualized basis between the
first quarter of 2004 and the first quarter of 2005 and we have
continued to gain significant direct provisioning market share
thus far in 2005 while renewing 95% of our accounts that have come
up for renewal."

The company indicated that revenue growth in the direct
provisioning business is not immediately apparent in a year over
year comparison because of the conversion of Securus' contract
with the State of North Carolina in late 2004 from direct
provisioning to Solutions services.  At the time of conversion,
this contract was generating over $12 million of direct
provisioning revenue annually, or over $3 million per quarter.

The Solutions services line of business also exhibited strong
revenue growth year over year due in part to the conversion of the
State of North Carolina contract, as well as further contract
awards from AT&T, Securus' largest Solutions customer.  These
positive increases were offset by a substantial decline in the
highly profitable telecommunications services revenues and
equipment sales revenues.

The decline in these businesses was a result of the strategy
employed by Securus to focus on growing its direct provisioning
business by seeking to selectively convert accounts from the
telecommunications services business to direct provisioning and
which resulted, as expected, in a lower customer retention rate in
telecommunications services.

Additionally, this strategy resulted in lower equipment sales to
customers who otherwise desired to purchase equipment from a
vendor or vendors who were not competing with them on a direct
provisioning basis.

For the three months ended March 31, 2005, Securus reported
earnings before interest, income taxes, depreciation and
amortization of $9.3 million.  Securus' EBITDA was negatively
impacted by a total of $0.6 million, comprised of $0.4 million of
legal fees related to the Condes litigation, as further explained
in the Registration Statement, and a reserve of $0.2 million
recorded for estimated expenses to exit a vendor contract.

This exit is expected to yield future cost savings.  EBITDA
reconciles to a reported net loss of $3.4 million for the three-
month period ended March 31, 2005:

    Net Loss                                     ($3,400,000)
    Add Back:
       Interest expense                            6,700,000
       Income tax expense                            600,000
       Depreciation and amortization               5,400,000
    EBITDA                                        $9,300,000

Mr. Falcone stated, "We continue to be pleased with the pace of
our consolidation and integration activities, and remain confident
in our ability to realize expected synergies."

In reference to recent actions by large telephone companies to
exit the inmate telecommunications business, Mr. Falcone stated
that "we are optimistic about our prospects for revenue and profit
growth over the next several years in our direct provisioning
business, as a result of a continuing trend whereby our large
competitors, most recently AT&T and Verizon, are exiting the
inmate telecommunications marketplace.  This follows previous
decisions by BellSouth and Qwest to also exit the inmate
telecommunications business.

"We are confident we can rapidly gain market share in our direct
provisioning business to significantly mitigate the loss of
revenues and profits currently being generated from AT&T and
Verizon in our telecommunications services and Solutions
businesses.  Overall, with these large competitors exiting, the
prospects for the industry are quite bright and Securus is well-
positioned as the largest independent company in the industry with
a very experienced management team, excellent reputation for
service, and an extensive intellectual property portfolio."

Securus Technologies is the largest independent provider of inmate
telecommunications services in the U.S.  The company provides
services to correctional facilities operated by city, county,
state and federal authorities in the U.S. and Canada.  Pro forma
for the refinancing and acquisition of Evercom last September, the
company had approximately $195 million in operating lease-adjusted
debt.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 19, 2005,
Standard & Poor's Ratings Services revised its outlook on Dallas,
Texas-based Securus Technologies Inc. to stable from positive.  At
the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and 'B+' rating on the company's $154 million
second-lien senior secured notes.

"The outlook revision reflects Securus' delayed filing of its 2004
audited financial statements, largely because of the complexity of
integrating the acquisition of Evercom," said Standard & Poor's
credit analyst Ben Bubeck.  The ratings and stable outlook reflect
the expectation that Securus will submit audited annual financial
statements in the near term, while maintaining access to its
credit facility.


SOLUTIA INC: Has Until Oct. 10 to File Plan of Reorganization
-------------------------------------------------------------
At a hearing held on June 8, 2005, Solutia Inc. and its debtor-
affiliates asked the U.S. Bankruptcy Court for the Southern
District of New York to extend their exclusive periods to file a
plan of reorganization and solicit acceptances of that plan.

The Court finds an extension essential to the continued operation
of the Debtors' businesses and in the best interests of the
Debtors, their estates and their creditors.  Accordingly, the
Court extends the Exclusive Plan Filing Period to October 10,
2005, and the Exclusive Solicitation Period to December 6, 2005.

                    Chapter 11 Plan Framework

As reported in the Troubled Company Reporter on June 8, 2005,
Solutia reached an agreement-in-principle with Monsanto Company
and the Official Committee of Unsecured Creditors in its Chapter
11 case regarding the restructuring of the company.

This agreement will serve as the framework for Solutia's Plan of
Reorganization, which will contain the complete terms of the
company's restructuring. Solutia anticipates filing its Plan of
Reorganization and Disclosure Statement with the Bankruptcy Court
later this summer.

The agreement-in-principle provides for $250 million of new
investment in reorganized Solutia.  This investment will be in the
form of a rights offering to unsecured creditors, who will be
given the opportunity to purchase 22.7% of the common stock in the
reorganized company.

The purchase price for this stock may or may not coincide with
market value or with the reorganization value of the company as
determined by the Bankruptcy Court.  Monsanto will backstop the
rights offering (i.e. exercise the remaining rights if the
offering is not fully subscribed).

Of the proceeds from the rights offering, $200 million will be
used post-emergence to satisfy specific liabilities as described
below, and the remaining $50 million will be used post-emergence
at the discretion of the reorganized company to provide additional
funding for satisfaction of those liabilities.

The liabilities Solutia assumed at the time it was spun off from
Pharmacia Corporation included retiree benefit obligations,
environmental remediation and litigation.

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)


SOUTHAVEN POWER: Court Okays Extension of Arbitration With NEGT
---------------------------------------------------------------
Southaven Power, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Western District of North Carolina,
Charlotte Division, to continue its arbitration with NEGT Energy
Trading-Power, LP.

The ongoing arbitration seeks to establish the validity and amount
of claims and counter-claims between Southaven and NEGT Energy.
The arbitration hearing is scheduled on Oct. 17 to 28, 2005.

                    The NEGT Energy Dispute

The Debtor had relied on expected revenues from a 20-year power
tolling agreement with NEGT Energy to repay a $305.3 million loan
that was used to fund the construction of its 810 megawatt power
plant in Southaven, Mississippi.

Under the power tolling agreement, NEGT Energy committed to
provide up to $73.8 million in subordinated loans upon the
occurrence of an event of default.

NEGT Energy's obligation to provide the credit support was
triggered when its credit rating was downgraded in mid-2002.  The
Debtor declared NEGT Energy to be in default after it failed to
deliver the promised loan.  In July 2003, NEGT filed for
bankruptcy protection and subsequently moved to reject the power
tolling agreement with the Debtor.

The Debtor has asserted a rejection damage claim of $500 million
against NEGT Energy and a $176 million claim against National
Energy & Gas Transmission, Inc., which served as guarantor in the
agreement.  NEGT Energy has similarly sought approximately
$8 million in damages against the Debtor.

         About National Energy & Gas Transmission, Inc.

Headquartered in Bethesda, Maryland, National Energy & Gas
Transmission, Inc. -- f/k/a PG&E National Energy Group, Inc. --
develops, builds, owns and operates electric generating and
natural gas pipeline facilities and provides energy trading,
marketing and risk-management services.  The Company and its
debtor-affiliates filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.

The Hon. Paul Mannes confirmed NEGT Energy Trading Holdings
Corporation, NEGT Energy Trading - Gas Corporation, NEGT ET
Investments Corporation, NEGT Energy Trading - Power, L.P., Energy
Services Ventures, Inc., and Quantum Ventures' First Amended Plan
of Liquidation on Apr. 19, 2005.  The Plan took effect on
May 2, 2005.

                   About Southaven Power, LLC

Headquartered in Charlotte, North Carolina, Southaven Power, LLC,
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The Company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Hillary B. Crabtree, Esq., at Moore & Van Allen, PLLC, and Mark A.
Broude, Esq., at Latham & Watkins LLP represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $100
million.


SPIEGEL INC: Esplanade Holds $1.2M Allowed Lease Rejection Claim
----------------------------------------------------------------
As previously reported, Spiegel Inc. and its debtor-affiliates
obtained the U.S. Bankruptcy Court for the Southern District of
New York's authority to enter into a New Headquarters Agreement
with Esplanade, pursuant to which the Aggregate Lease Rejection
Claim was reduced to assure that the Debtors are not obligated to
make double payment on account of the Claim.

The Debtors believe that the Order requires clarification
regarding the payment of the Aggregate Lease Rejection Claim.

Accordingly, in a Court-approved stipulation, the parties
resolved certain issues and agree that:

   (1) The Sureties will be deemed to have withdrawn and
       otherwise waived with prejudice, any claims against the
       Debtors, including Claim No. 2856 filed in the Debtors'
       Chapter 11 cases.  The term "Bonds" refers to Bonds 145840
       and 145841, which the Sureties jointly and severally
       issued for Spiegel Inc.'s account in favor of Esplanade at
       Locust Point-II Limited Partnership and Esplanade at
       Locust Point-III Limited Partnership, securing Spiegel's
       rental obligations, as tenant, under its office lease with
       Esplanade II and parking lease with Esplanade III.

   (2) The Aggregate Lease Rejection Claim and the additional
       $1,224,416 general unsecured claim will be deemed for all
       purposes to be allowed general unsecured claims, under
       Class 4, of Esplanade II and Esplanade III, without any
       reduction of the claim amount.  All distributions by the
       Debtors to be made on account of the Allowed Claims will
       be made pursuant to the Debtor's First Amended Joint Plan
       of Reorganization, except that if no final order has been
       obtained in connection with the Allowed Claims on the
       Effective Date, the consideration that otherwise would be
       distributable on account of the Allowed Claims will be
       held by Bankruptcy Services LLC, and will be distributed
       after a final order has been obtained in connection with
       the Allowed Claims.

The Debtors, Esplanade II and Esplanade III will exchange mutual
releases.

The Releasing Parties and the Sureties will release each other in
connection with the Bonds.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  The Court confirmed the Debtors'
Modified First Amended Joint Plan of Reorganization on May 23,
2005.  Impaired creditors overwhelmingly voted to accept the Plan.
(Spiegel Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SPIEGEL INC: Creditors Transfer 159 Trade Claims Totaling $292.1MM
------------------------------------------------------------------
The Clerk of the U.S. Bankruptcy Court for the Southern District
of New York recorded claim transfers, aggregating $292,109,688,
from May 5, 2005, to June 6, 2005.

Goldman Sachs Credit Partners, L.P., sold 18 claims, aggregating
$60,000,000, to these transferees:

    * Rockview Trading Ltd.,
    * Third Point Loan, LLC,
    * GPC XLI, LLC, and
    * Quadrangle Master Funding Ltd.

Debt Acquisition Company of America V, L.L.C., acquired nine
claims, aggregating $14,403,423, from these claimants:

    * Joseph's Bakery & Coffee Bar,
    * Land & Sea Petroleum Inc.,
    * NAER,
    * Unishippers,
    * Grogan & Co Inc.,
    * Omaha Fixture MFG Inc.,
    * Norddeutsche Landesbank Girozentrale,
    * Forrest Edwards Group Ltd., and
    * Oakland Nursery Inc.

M.D. Sass purchased 25 claims, aggregating $4,124,413, from these
transferors:

    * A-creations Inc.,
    * Madison Niche Opportunities, L.L.C,
    * Casadia Fashion Resources Inc.,
    * Yehuda Sildereberg Ltd.,
    * Hughes Network Systems, L.L.C.,
    * Cascadia Fashion Resources Inc.,
    * Skechers USA Inc.,
    * UPM Kymenne Inc.,
    * JMB Capital Partners, L.P.,
    * Vikeda Industries,
    * SBC Capital Services,
    * The Limited Stores Inc., and
    * Casio Inc.

Silver Point Capital, LLC, brought home 15 claims, totaling
$3,382,692, from these trade creditors:

    * Liquidity Solutions Inc.,
    * CB Bovenkamp Inc.,
    * CheetahMail Inc.
    * KCB Services and Company,
    * Magazine Direct Inc.,
    * West Oaks Mall,
    * Oakland Mall Ltd,
    * GCB Holdings, L.C.,
    * Lichtenberg and Co., Inc.,
    * Genesee Investors II, L.L.C.,
    * Imperial Schrade Corp., and
    * Hearst Communications Inc.

Nineteen claims totaling $2,559,007, were acquired by LongAcre
Master Fund Ltd., from:

    * Rainier Color Inc.,
    * WEOR-FM Radio and COX Radio Inc.,
    * WLS-AM,
    * WMXJ-FM/WYLF-FM Radio,
    * Lighton Colman Brohan Davis,
    * Blue Ridge Home Fashions Inc.,
    * Pryor Cashman Sherman & Flynn LLP,
    * Sharp Electronics Corp.,
    * America Online, Inc.,
    * Virco Associates and Nexgrill Industries Inc.,
    * PC Acquisition Inc.,
    * CBL & Associate Mgmt Inc, Hickory Hollow Mall Ltd.,
    * CBL & Associate Mgmt Inc, Rivergate Mall Ltd.,
    * Hamlin Industrial Corporation,
    * New York Model Management and NYC Mgmt Group Inc., and
    * Gator of Florida Inc.

Madison Niche Opportunities, L.L.C., purchased 18 claims equal to
$417,569, from:

    * Tiara Corp.,
    * Cornerstone Research,
    * Red Capital Holding Lee Summit,
    * WGER-FM,
    * APX Logistics,
    * Sterling Computer Services,
    * Century Business Credit Corp/Mobile Eight,
    * 123 LLCAlgoma Net Company,
    * Dalyn Rug Company,
    * Kyrus Corp.,
    * Giftcertificates.com,
    * Gasel Transportation Line,
    * McNaughton-McKay Electric Co.,
    * Nationsrent Inc.,
    * WDEF,
    * Meritdirect L.L.C.,
    * Universal Power & Cont.,
    * Roberta Root, and
    * Global Communication Services.

Landesbank Hessen-Thuringen sold eight claims to Goldman Sachs
Credit Partners, L.P., aggregating $55,000,000.

Liquidity Solutions Inc., brought home four claims, aggregating
$212,532, from I Group, Studio 33 SRL, Academy Cleaning Service
Inc., and Ammar Textiles.

Bayerische Hypo-und Vereinsbank AG sold two claims totaling
$15,235,506, to Triage Capital Management, L.P., and Dalton
Distressed Debt Master Account, L.P.

Bankgesellschaft Berlin, A.G. transferred eight claims, amounting
to $40,383,951, to Cypress Management Partnership.  Furthermore,
Bankgesselschaft and Imperial Capital, LLC, sold 16 claims,
aggregating $40,393,438, to Tyndall Institutional Partners, and
seven claims, totaling $35,674,107, to Third Point Loan LLC.

Madison Liquidity Investors 123, LLC, transferred claims for
$3,752,885 to Sagamore Hill Hub Fund Ltd.

Fair Harbor Capital, LLC, acquired two claims from Porter
Industries, Inc., and Marions' A Go-go totaling $7,792.

Other claims that were transferred are:

                                                         Claim
   Claimant                    Transferee                Amount
   --------                    ----------                ------
   HDS Health Data Systems     Madison Liquidity        $30,861
                               Investors

   Danske Bank A/S             Citigroup Financial   20,615,089
                               Products

   Tiara Corp                  Sensory Science            6,489
                               Corporation

   Cornerstone Research        The Printsource            9,890
                               Group LTD

   Levi Strauss Credit Corp.   SPCP group LLC           212,409

   Imperial Capital            Windward Capital LP    9,177,820

   Opportunities, LLC          Sagamore Hill Hub      1,737,076
                               Fund Ltd.

   Madison Niche               Pell Paper Box             8,245
                               Mfg. Co., Inc.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  The Court confirmed the Debtors'
Modified First Amended Joint Plan of Reorganization on May 23,
2005.  Impaired creditors overwhelmingly voted to accept the Plan.
(Spiegel Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SPORTS CLUB: Receives Delisting Notice from AMEX
------------------------------------------------
The Sports Club Company, Inc. (AMEX:SCY) received notice from the
American Stock Exchange Listing Qualifications Staff on June 20,
2005, that the Company remains noncompliant with certain
requirements for continued listing, and that the Exchange had
determined to proceed with the filing of an application with the
Securities and Exchange Commission to strike the Company's common
stock from listing and registration on the Exchange as of June 28,
2005.

Specifically, the Company's failure to have timely filed its Form
10-K for the fiscal year ended December 31, 2004 and its Form 10-Q
for the quarter ended March 31, 2005, is in violation of the
applicable listing standards set forth in Sections 134, 1101 and
1003(d) of the Exchange's Company Guide.

The Company's inability to timely file the required reports is due
to certain issues relative to the application of several
Statements of Financial Accounting Standards pronouncements to the
preparation of the Company's financial statements.

The Company continues to work diligently towards completion of its
filings; however, because of the complexities associated with
these issues, the Company can give no assurance as to when the
required reports will be finalized and filed.

Based on these facts, the Exchange determined that it was
appropriate to initiate delisting procedures relative to the
Company's common stock.

In response to the notice, the Company has requested a hearing
before a committee of the Exchange to appeal the Exchange's
determination.  The Company intends to present documentation and
other evidence at the hearing in support of its continued listing;
however, the Company can give no assurances that the Exchange will
grant its request for continued listing.  Until the committee's
final determination and the expiration of any exception granted by
the committee, the Company's common stock will continue to be
traded on the Exchange.

Further, as previously reported, the Company has been notified by
the Exchange that it continues to be in violation of:

    * Sections 1003(a)(i),
    * Sections 1003(a)(ii), and
    * Sections 1003 (a)(iv)

of the Company Guide.

The Exchange has given the Company until March 13, 2006, to regain
compliance with these particular sections.  Therefore, even if the
Company satisfies the committee's requirements and continues to be
listed on the Exchange, it will not be relieved of its obligations
to regain compliance with Sections 1003(a)(i), 1003(a)(ii) and
1003 (a)(iv).  Failure to gain compliance may again subject the
Company to delisting procedures.

The Sports Club Company, based in Los Angeles, California, owns
and operates luxury sports and fitness complexes nationwide under
the brand name "The Sports Club/LA."

                     Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, The Sports Club
Company said it has experienced net losses of $22.7 million and
$18.4 million during the years ended December 31, 2002 and 2003,
respectively.

The Company has also experienced net cash flows used in operating
activities of $4.4 million and $3.5 million during the years ended
December 31, 2002 and 2003, respectively.

Additionally, the Company is expected to incur a significant loss
and net cash flows used in operating activities during the year
ending December 31, 2004.  The Company has had to raise funds
through the offering of equity securities in order to make
interest payments due on its Senior Secured Notes.  These factors
raise doubt about the Company's ability to continue as a going
concern.


STELCO INC: Mediation Talks Under George Adams Ends
---------------------------------------------------
Stelco Inc. (TSX:STE) reported that the mediation talks involving
the Company and a number of its stakeholders under the direction
of the Hon. George Adams have ended.

In a letter delivered to the parties Friday last week, Mr. Adams
indicated that the mediated discussions of the past month, over
which he had presided under the direction of the Superior Court of
Justice (Ontario), constituted "an important exchange of
perspective, data and possible solutions."

He added, however, that a comprehensive framework agreement had
not been achieved, and that he could not report that "further
mediated talks at this time would produce such an agreement."  For
these reasons, Mr. Adams decided to end his involvement, urging
the parties to "consider how they might bridge their outstanding
differences."

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "I want to thank Mr. Adams for his time, hard work and
commitment during this process.  We'll continue to seek a solution
that reflects the needs and interests of all stakeholders.  As
I've said for some time, it's important that all parties work
together and in the same direction so that we can find a positive
outcome."

The Company indicated that it would proceed to continue the
dialogue with other parties, examine the proposals that could form
the basis of a restructuring plan, pursue a solution in the
interest of all stakeholders, and seek to emerge from CCAA as a
viable and competitive steel producer as quickly as possible.  In
particular, the Company will work to resolve the pension solvency
deficiency issue and to pursue a fair and reasonable collective
agreement with USWA Local 8782 at Stelco's Lake Erie facility.

"The outcome we seek can't be based on the assumption that steel
prices will remain at historically high levels," Mr. Pratt noted.
"We've said for months that the prices of the past year were
unlikely to continue.  Since that time, there has been a
significant softening of market conditions and a marked decline in
steel prices.

"That's why we've stressed the urgency of securing agreement on a
restructuring plan, a plan that will enable Stelco to be viable
through all stages of the market cycle."

The Company noted that the Court has prohibited the parties from
discussing details of the mediation process until after Stelco's
CCAA proceedings have concluded.

                          About Stelco

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco Inc.
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


TRITON AVIATION: Fitch Retains Junk Rating on 4 Cert. Classes
-------------------------------------------------------------
Fitch Ratings takes rating action on Triton Aviation Finance:

     -- Class A-1 notes are downgraded to 'BB-' from 'BB';
     -- Class A-2 notes are downgraded to 'BB' from 'BB+';
     -- Class B-1 notes remain rated 'CC';
     -- Class B-2 notes remain rated 'CC';
     -- Class C-1 notes remain rated 'C';
     -- Class C-2 notes remain rated 'C'.

Fitch is concerned over interest shortfalls on the subordinate
notes and failure to make minimum principal distributions.  The B,
C, and D class have continued to fail to make minimum principal
payments and accrue interest shortfalls.  In addition, the A class
has only recently begun paying some principal allocation again.
These factors in conjunction with decreasing appraisals of the
aircraft portfolio have lead to increased leverage well in excess
of Fitch's expectations.

Triton is a Delaware business trust formed to conduct limited
activities, including the issuance of debt, and the buying,
owning, leasing and selling of commercial jet aircraft.  Triton
originally issued $720 million of rated notes in June 2000, while
as of June 2005 it had approximately $495 million of notes
outstanding.  Primary servicing on 23 aircraft and back-up
servicing is being performed by International Lease Finance
Corporation ('A+/F1' by Fitch), while Triton Aviation Services
Limited services the remaining 28 aircraft.


TRUMP HOTELS: Judge Wizmur Disallows More Than 1,000 Claims
-----------------------------------------------------------
Before filing for chapter 11 protection, Trump Hotels & Casino
Resorts, Inc., and its debtor-affiliates maintained books and
records that reflected, among other things, their liabilities and
the amounts owed to their creditors.

As part of their claims reconciliation process, the Debtors
reviewed their books and records and the claims filed in their
Chapter 11 cases.  After the claim analysis, the Debtors found
disputable claims and identified certain grounds for their
disallowance.

                         Duplicative Claims

The Debtors object to 58 claims asserting the same liability
asserted by the claimholder in another claim filed against the
same Debtor.  Among the largest Duplicative Claims are:

    Claimant                          Claim No.     Claim Amount
    --------                          ---------     ------------
    Alcombright, Carol & Ralph            983         $1,000,000
    Boeing Capital Corp.                 1593          1,063,798
    Conectiv Thermal Systems, Inc.       1792          2,784,852
    Department of the Treasury           1448         15,337,620
    Deriziotis, Georgia                   439          5,000,000
    Deriziotis, Georgia                   667          2,000,000
    Lee, Young Hwa                       1667          1,500,000
    Mercantile National Bank of Indiana  1436          1,078,118
    Seremetis, Vasilios                   440          2,000,000
    Sewnarain, Tesh And Ghanshamani       938          2,500,000
    Teamer, Ollie                        1231          1,000,000
    Teamer, Ollie                        1232          1,000,000

Charles A. Stanziale, Jr., Esq., at Schwartz Tobia Stanziale
Sedita & Campisano, in Montclair, New Jersey, notes that the
Duplicative Claims were filed earlier than the corresponding
later filed claims.  The Debtors do not believe that any of the
Later Filed Claims are amendments to the corresponding
Duplicative Claim.

Accordingly, the Debtors ask the Court to disallow the
Duplicative Claims.

                    Individual Bondholder Claims

U.S. Bank National Association, in its capacity as the indenture
trustee for the benefit of all of the Debtors' bondholders, has
filed proofs of claim on behalf of the bondholders.

The Debtors ask Judge Wizmur to disallow more than 400 claims
filed by individual bondholders for asserting the same liability
asserted by the U.S. Bank Claims.

Among the largest Individual Bondholders Claims are:

    Bondholder                         Claim No.     Claim Amount
    ----------                         ---------     ------------
    Barry W. Blank Trust                     29        $1,111,000
    Lumber Industries, Inc.                 743         1,250,000
    Par IV Master Fund Ltd                 1625         5,153,750
    QDRF Master Ltd                        1788        25,951,000
    Sunrise Partners, LP                   1624         5,153,750

The Debtors do not believe that any of the Individual Bondholder
Claims are amendments to the U.S. Bank Claims.

"It is unclear whether certain of the [Individual Bondholder
Claims] relate to, or arise from, debt securities issued by the
Debtors, or rather evidence equity securities in the Debtors" Mr.
Stanziale notes.  "To the extent any of the [Individual
Bondholder Claims] relate to or evidences equity securities in
the Debtors, such claims will be deemed Stock Claims. . . ."

                            Stock Claims

The Debtors found 490 proofs of claim evidencing equity
securities rather than "claims" as the term is defined in Section
101(5) of the Bankruptcy Code.  While under Section 501(a) the
holder of an equity security is entitled to file a proof of
interest, the Stock Claims were filed using "proof of claim"
forms, Mr. Stanziale relates.

The Bar Date Order expressly provided that any entity holding an
equity interest in any of the Debtors need not file a proof of
interest on or before the Bar Date unless the holder wished to
assert claims against the Debtors arising out of or relating to
the ownership or purchase of its equity securities -- Securities-
Related Claims.

Based on the Debtors' review of the Stock Claims, it does not
appear that the entities that filed them intended to assert
Securities-Related claims against the Debtors, but rather merely
intended to evidence their equity securities in the Debtors.
Accordingly, the Debtors ask Judge Wizmur to disallow the Stock
Claims.

                    Largest Disallowed Claims

Pursuant to Section 502(b) of the Bankruptcy Code, Judge Wizmur
disallows more than 1,000 claims.  Among the largest disallowed
claims are:

    Claimant                        Claim No.       Claim Amount
    --------                        ---------       ------------
    Alcombright, Carol & Ralph          983           $1,000,000
    Barry W. Blank Trust                 29            1,111,000
    Boeing Capital Corp.               1593            1,063,798
    Department of the Treasury         1448           15,337,620
    Deriziotis, Georgia                 439            5,000,000
    Deriziotis, Georgia                 667            2,000,000
    Lee, Young Hwa                     1667            1,500,000
    Lumber Industries, Inc.             743            1,250,000
    Mercantile National Bank, Indiana  1436            1,078,118
    Par IV Master Fund Ltd.            1625            5,153,750
    QDRF Master Ltd.                   1788           25,951,000
    Seremetis, Vasilios                 440            2,000,000
    Sewnarain, Tesh & Ghanshamani       938            2,500,000
    Sunrise Partners, LP               1624            5,153,750
    Teamer, Ollie R.                   1231            1,000,000
    Teamer, Ollie R.                   1232            1,000,000
    Watson, Michael V.                  613            3,000,000

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


TRUMP HOTELS: Court Disallows 260 Claims Already Paid in Full
-------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of New Jersey authorized Trump Hotels & Casino Resorts, Inc., and
its debtor-affiliates to pay undisputed unimpaired prepetition
general claims in the ordinary course of business pursuant to an
interim order dated November 22, 2004.  By its terms, the
Prepetition Claims Order became a final order on December 2, 2004.

The Debtors, in reviewing their books and records, found 273
claims that have already been paid or otherwise satisfied in full
pursuant to the Prepetition Claims Order.  Thus, no amount is due
and owing to the claimants asserting the Paid Claims.

Accordingly, the Debtors ask the Court to disallow each of the
Paid Claims in their entirety.

Among the largest of the Paid Claims are:

    Claimant                      Claim No.         Claim Amount
    --------                      ---------         ------------
    AT&T                             1382               $212,977
    Coastline Corp.                   555              1,886,200
    Coastline Corp.                   556                763,000
    Globalshop, Inc.                  494                622,669
    Global Shop, Inc.                493                 200,171
    Home Town Dairy, Inc.            1927                131,710
    Office Depot, Inc.                  4                127,135
    S A Comunale Inc.                1646                151,337
    Williams Gaming Inc.              847                144,526
    Worth Group Architects           1633                105,825

                            *   *   *

The Court disallows around 260 claims.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: AFA Asks District Court to Impose Stay Pending Appeal
---------------------------------------------------------------
The Association of Flight Attendants-CWA, AFL-CIO, asked the U.S.
District Court for the Northern District of Illinois to impose a
stay pending appeal of the Bankruptcy Court's order approving UAL
Corporation and its debtor-affiliates' agreement with the Pension
Benefit Guaranty Corporation.

All factors needed to grant a stay are present in the case,
Robert S. Clayman, Esq., at Guerrieri, Edmond, Clayman & Bartos,
in Washington, D.C., says.  The AFA is likely to succeed on the
merits of its appeal on four grounds:

  1) The PBGC Agreement impermissibly settles litigation to which
     AFA is a party, although the AFA is not a party to the
     settlement;

  2) Through the PBGC Agreement, the Debtors unilaterally
     modified the AFA collective bargaining agreement in
     violation of Section 1113(f) of the Bankruptcy Code and the
     Railway Labor Act;

  3) The PBGC Agreement subverts the Section 1113 process for
     modifying a collective bargaining agreement and strips the
     AFA of the protections of that process; and

  4) Through the PBGC Agreement, the Debtors are violating
     Section 4041 of the Employee Retirement Income Security Act.

Absent a stay, the Flight Attendants will suffer irreparable
injury as they make irreversible life-altering decisions in
response to reduced pensions.  Many Flight Attendants will leave
the Debtors' employ upon plan termination.  Mr. Clayman says this
"is a fact, not mere speculation."  After reversal on appeal, it
will not be possible to alter the effects of these decisions.  In
contrast, the Debtors will not suffer significant harm from a
stay.  The Debtors have not made contributions to the pension
plans since the fall of 2004.  Thus, there will be no drain on
the resources of the estate.

District Court Judge Samuel Der-Yeghiayan will convene a status
hearing on August 8, 2005, at 9:00 a.m.

                        Review of Issues

The AFA asked the District Court to review these issues:

  1) Did the Bankruptcy Court err in approving the Debtors'
     settlement agreement with the Pension Benefit Guaranty
     Corporation, where one of the parties to the settled
     litigation was not party to the settlement agreement?

  2) Did the Bankruptcy Court err in permitting the Debtors to
     bypass their obligation to bargain with the AFA for plan
     termination or meet the standards for proposed pension
     modifications under Section 1113 of the Bankruptcy Code?

  3) Did the Bankruptcy Court err in determining that the Debtors
     were not unilaterally modifying the terms of the AFA
     collective bargaining agreement in violation of Section
     1113(f) and the Railway Labor Act, through the PBGC
     Agreement?

  4) Did the Bankruptcy Court err in approving the PBGC Agreement
     in violation of Section 4041 of the Employee Retirement
     Income Security Act?

  5) Did the Bankruptcy Court err in approving the PBGC
     Agreement's bar on establishing a defined benefit plan for
     five years?

Robert S. Clayman, Esq., at Guerrieri, Edmond, Clayman & Bartos,
in Washington, D.C., asserts that the Bankruptcy Court's approval
of the PBGC Agreement stands outside of the lawful processes of
pension plan termination.  The law requires a debtor to remove
ERISA's contract bar to distress termination either through
consensual agreement with the union or a court order under
Section 1113.  Once the contract bar is removed, a debtor must
establish that a successful reorganization is not possible unless
the plan is terminated.  Alternatively, a debtor could reach a
settlement with all parties to the litigation.

According to Mr. Clayman, the Debtors reached a settlement
agreement with only one party: the PBGC.  In approving the PBGC
Agreement, the Bankruptcy Court allowed the Debtors to bypass the
processes of both Section 1113 and Section 4041 of ERISA.  The
Debtors also effected a unilateral modification of the AFA's
collective bargaining agreement.  The Bankruptcy Court erred in
finding that the Debtors' desire for closure overwhelmed the
AFA's interests in the bargaining and litigation processes.  As a
result, the AFA was deprived of its legal rights in litigation to
which it was a party.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 91; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Interim Relief Under IAM Pacts Extended Until July 22
---------------------------------------------------------------
At UAL Corporation and its debtor-affiliates' request, the United
States Bankruptcy Court for the Northern District of Illinois
extends Section 1113(e) relief against the International
Association of Machinists and Aerospace Workers, through July 22,
2005.

The Court will postpone a ruling on the Section 1113(c) Motion
until July 22, 2005.

The Debtors need long-term labor savings and pension relief from
all unions to attract the exit financing to leave Chapter 11.
The Debtors must establish a competitive cost structure to garner
an acceptable credit rating and generate shareholder value upon
emergence.

As a result of "marathon negotiation sessions," James H.M.
Sprayregen, Esq., at Kirkland & Ellis, in Chicago, Illinois,
relates that the Debtors and the IAM reached a tentative
agreement on modifications to the IAM collective bargaining
agreements.  IAM members must ratify the tentative agreement.
The ratification vote should be completed by July 22, 2005.

The relief applies to the employees under seven different
collective bargaining agreements between the Debtors and the IAM,
including:

  a) ramp service workers and storekeepers;
  b) public contact employees;
  c) Mileage Plus Inc., public contact employees;
  d) food service workers;
  e) security officers;
  f) fleet technical instructors and related employees; and
  g) maintenance instructors.

The proposed changes to the IAM collective bargaining agreements
are:

    1) a reduction in pay of 11.5% in all pay factors for all
       longevity steps in all classifications; and

    2) an allotment of 70% of the pay normally received for sick
       days.

The Court postpones all scheduled pay increases contemplated in
the IAM collective bargaining agreements through July 22, 2005.

According to Mr. Sprayregen, failure to extend the Section
1113(e) relief could harm the Debtors' restructuring.  Disruption
of the momentum could nullify the sacrifices made by the Debtors'
unions and other stakeholders.  If the Court did not extend
Section 1113(e) relief, the IAM would have been the only group
not working under negotiated labor relief.  This could have upset
delicate labor relations.

            IAM Schedules Vote on Tentative Agreement

The International Association of Machinists and Aerospace Workers
disclosed that IAM members will vote on a five-year tentative
agreement with United Airlines that resolves all outstanding
issues for an amended collective bargaining agreement.  Voting
will be concluded by July 22, 2005.

"We believe this tentative agreement is fair to our members
and contributes the cost savings United needs," said Randy
Canale, President of IAM District 141.  "The IAM Negotiating
Committee unanimously recommends ratification of this tentative
agreement as the best way to avoid contract termination, provide
secure pension benefits and job security for our members."

The agreement establishes participation in the multi-employer IAM
National Pension Plan.  The IAM National Pension Plan is a fully-
funded defined benefit plan covering 65,000 beneficiaries at 1,700
U.S. companies.

"This Negotiating Committee did an outstanding job under
appalling circumstances," said Robert Roach, Jr., IAM General
Vice President of Transportation.  "They deserve to be commended,
as does the entire membership who stood tall in their fight for
fairness and refused to be intimidated throughout this ordeal."

"This agreement preserves the integrity of our contracts and
bargaining rights at United," said Canale.  "A negative decision
in court could have wiped out 50 years of collective bargaining
achievements."

              IAM-UAL Tentative Agreement Term Sheet

The tentative agreement between United Air Lines, Inc., and
International Association of Machinists and Aerospace Workers
provide for modifications to the 2003-2009 IAM Agreements between
the parties, which includes:

   * the Ramp and Stores,
   * Public Contact Employees',
   * Food Services,
   * Security Officers',
   * Fleet Technical Instructors and Related and Maintenance
     Instructors Agreements.

No changes are proposed to the Mileage Plus, Inc. Public Contact
Employees' Agreement.

The IAM Agreements will become effective on July 1, 2005, and
continue to be in effect through December 31, 2009.

                            Wage Rates

Effective July 1, 2005, all base wage rates in effect as of
May 1, 2004, will be reduced by 5.5%.  The base wage rates will
be increased by 1.5% on May 1, 2007, and on May 1, 2008.  The
base wage rates will be increased by 2.5% on May 1, 2009.

In lieu of the premium increases set forth in the 2003-2009 IAM
Agreements, shift premiums, Service Director premium, and Hawaii
differential will be increased by 1.5% on May 1, 2007, and May 1,
2008, and will be increased by 2.5% on May 1, 2009.

                             Holidays

On the Effective Date of the 2005-2009 IAM Agreements, the number
of Company-paid holidays will be reduced from 10 to eight by the
elimination of:

   -- the Good Friday and the Day After Thanksgiving holidays for
      employees covered by the Ramp and Stores, Security
      Officers', Food Services, Maintenance Instructors and Fleet
      Technical and Related Agreements; and

   -- the Fourth of July and the Day After Thanksgiving holidays
      for employees covered by the Public Contact Employees'
      Agreement.

For 2005, however, the Ramp et al. will eliminate the Labor Day
holiday and in the event PCE ratification occurs after July 4,
2005, employees covered by the PCE Agreement will eliminate the
Labor Day holiday for 2005.

                         Vacation Accrual

On the Effective Date, the vacation accrual rates will be:

     Length of Company Service           Weeks of Vacation
     -------------------------           -----------------
            0 to 1 year                     1 (40 hours)
                                              (accrued at 3-1/3
                                              hours per month)

            1 year                          2 (80 hours)

            9 years                         3 (120 hours)

           16 years                         4 (160 hours)

           24 years                         5 (200 hours)

           29 years                         6 (240 hours)

To achieve the full savings associated with the modification in
2005, the parties agree that the accrual rates from July 1, 2005,
through December 31, 2005, will be adjusted so that the accrued
vacation available in 2006 is the annual rate.

                            Sick Leave

Effective July 1, 2005, each hour of occupational or non-
occupational sick leave charged to the employee's bank will be
paid at 80% of the employee's hourly rate for the first 56
consecutive hours of sick leave usage for each absence and 100%
for consecutive hours thereafter.

               Special Terms for FTI & MI Employees

The changes applicable to Fleet Technical Instructors and Related
and Maintenance Instructors Agreements with respect to wages,
vacation and health insurance, are:

   1.  Base wage rates for Fleet Technical Instructors and
       Related will be reduced by 3%;

   2.  The base, license and skill components of the lead
       Maintenance Instructor and Maintenance Instructor pay
       rates will be reduced by 3%;

   3.  On January 1, 2006, May 1, 2007, and May 1, 2008, the
       base wage rates will be increased by 1.5%;

   4.  On May 1, 2009, the base wage rates will be increased by
       2.5%.

As soon as practicable after the Effective Date, the Fleet
Technical Instructors and Related Employees and Maintenance
Instructor Employees will participate in an open enrolment in the
Employee Welfare Benefit Plan for Management Employees at the
rates applicable to Management Employees.

Current vacation accrual schedule will not change for Fleet
Technical Instructors and Related Employees and Maintenance
Instructor Employees.

All holiday pay will be paid at 2 times the employee's applicable
hourly rate.

                Employer Contribution to LTD Plan

On the Effective Date of the 2005-2009 IAM Agreements, the Public
Contact Employees Agreement will be revised to provide that the
employee will pay 100% of the cost of long-term disability
benefits.

                            Part Time

The work rule provisions of the 2003-2009 Ramp and Stores
agreement will be modified to increase the percentage caps on use
of part-time employees for Class A stations from 25% to 30% and
for Class B stations from 35% to 40%.

                        Scope/Outsourcing

The scope/outsourcing provisions of the 2003-2009 IAM Agreements
are modified:

   1.  United will have the unrestricted right to close the Miami
       Kitchen and outsource that work;

   2.  United will continue to maintain the existing cafeterias.

   3.  United will have the unrestricted right to outsource
       fueling work.

   4.  United will have the unrestricted right to outsource cabin
       service work performed by Ramp Servicemen at BUF, ATL,
       FLL, MCO, MSP, SAN, SMF, TPA.

            Participation in IAM National Pension Plan

United will participate in the IAM National Pension Plan.  The
parties agree that all full-time and part-time active employees
who are represented by the IAM will be eligible to participate in
the Plan effective March 1, 2006, or beginning on the first day
of employment, if later.  Notwithstanding, United's contributions
on behalf of new-hire employees will be made retroactively after
the first 60 calendar days of service have been completed.

There will be no contribution prior to March 1, 2006.  United's
contribution rate will be equivalent to:

     4.0% of "Considered Earnings" and Success Sharing Payments
          effective March 1, 2006;

     5.0% effective March 1, 2007;

     6.0% effective March 1, 2008; and

     6.5% effective March 1, 2009.

                     Profit & Success Sharing

The profit sharing provisions of the defined contribution plan
will replace the Profit Sharing Program of United's existing
Success Sharing Plan.

In the event that United has more than $10 million in Pre-Tax
Earnings in the relevant calendar year, then the Profit Sharing
Pool will be 7.5% of Pre-Tax Earnings in 2005 and 2006, and 15%
of Pre-Tax Earnings in each calendar year thereafter.

The Success Sharing formula will be amended to pay out:

      0.5% at the Threshold level;
      1.0% at the Target level; and
      2.0% at the Maximum level.

               IAM Gets Stake in Reorganized United

The IAM will receive $60,000,000 in [___]% Senior Subordinated
Convertible Notes Due 2021 from Reorganized UAL Corp. through a
trust or similar non-permanent vehicle for the benefit of
eligible United employees represented by the IAM.

The Notes will have a 15-year term from the Issuance Date.  The
Notes will be junior to the Reorganized UAL exit facility,
customary secured indebtedness, indebtedness contemplated under a
plan of reorganization, and other mutually agreed-upon
indebtedness.  The Notes will be pari passu to all current and
future UAL or United Airlines senior unsecured debt, and senior
to all current and future subordinated debt.

Distribution mechanics, eligibility and allocation among the
employees will be determined by the IAM.

                  United Will Pay for IAM's Fees

United will reimburse up to $2.5 million of the reasonable,
actual fees and out-of-pocket expenses incurred by the IAM in
connection with the review, design, negotiation, approval,
ratification, and execution of the Letter of Agreement,
including:

   a.  reasonable base wages lost by the IAM Negotiating
       Committee members in connection with meetings called for
       the purpose of negotiating, reviewing, approving or
       ratifying the agreed Term Sheet and the Letter of
       Agreement; and

   b.  the reasonable, actual fees and expenses of the IAM's
       outside legal, pension, and other professional advisors.

United will pay $1.25 million on the Effective Date, and the
remaining $1.25 million will be paid on the Exit Date.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 91; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORPORATION: Files 15th Reorganization Status Report
--------------------------------------------------------
After marathon negotiation sessions, UAL Corporation and its
debtor-affiliates reached an agreement in principle with the
International Association of Machinists, subject to due diligence
and ratification.  If the due diligence process is favorably
completed prior to the June 17 omnibus hearing, the Debtors will
ask the Court to continue to reserve ruling on the Section 1113(c)
motion.

In regards to negotiations with the Aircraft Trustees, Eric W.
Chalut, Esq., at Kirkland & Ellis, in Chicago, Illinois, says
that the Debtors have asked the Official Committee of Unsecured
Creditors to drop the antitrust litigation.  This dispute is
impeding the negotiations between the Debtors and the Trustees.

The Debtors continue to negotiate with Controlling Parties and
the Trustees.  The Debtors are talking with Controlling Parties
of the pre-1997 transactions.  The Debtors expect to receive
counterproposals from the requisite majority of Controlling
Parties within the week.  According to Mr. Chalut, counter
proposals on the four EETC transactions should be forthcoming
within the next week or so.

Mr. Chalut relates that the Debtors are finalizing their business
plan to incorporate the recent labor cost and pension savings.
The business plan will align the Debtors' cost structure with the
current revenue and competitive environment.  The Debtors, in
cooperation with the Creditors' Committee, will use the revised
business plan to secure exit financing and propose a plan of
reorganization.

Mr. Chalut says that the Debtors are "making great progress" in
readying the operation to exit from Chapter 11 as expeditiously
as possible.  The Debtors will continue to keep the Court and key
stakeholders advised of all restructuring developments.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 91; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNITED MARKETING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: United Marketing Associates Inc.
        11877 Belden Court
        Livonia, Michigan 48154

Bankruptcy Case No.: 05-60400

Type of Business: The Debtor is a food service equipment
                  sales, marketing and distribution company.
                  See http://www.umagroup.net/

Chapter 11 Petition Date: June 24, 2005

Court: Eastern District of Michigan

Judge: Marci B. Melvor

Debtor's Counsel: Wallace M. Handler, Esq.
                  Sullivan, Ward, Asher & Patton, P.C.
                  1000 Maccabees Center,
                  25800 Northwestern Highway
                  Southfield, Michigan 48075-1000
                  Tel: (248) 746-0700

Total Assets: Unknown

Total Debts:  Unknown

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


UNITED RENTALS: Has Until Dec. 31 to File 2004 Audited Financials
-----------------------------------------------------------------
United Rentals, Inc. (NYSE: URI) reported that the lenders under
its secured credit facility have agreed to allow the company until
Dec. 31, 2005, to provide 2004 audited financial statements. The
lenders also agreed that the company may delay filing its 2004
Report on Form 10-K, as well as Reports on Form 10-Q for 2005
interim periods, until after the company's 2004 results are
finalized.

As previously announced, the company has delayed finalizing 2004
results to:

    * allow time to review matters relating to the SEC inquiry of
      the company;

    * complete work on an income tax restatement;

    * complete the evaluation and testing of internal controls
      required by SOX 404; and

    * conduct additional testing of its self insurance reserves in
      2004 and prior periods.

As reported in the Troubled Company Reporter on March 29, 2005,
United Rentals disclosed that the lenders under its secured credit
facility have agreed the company to defer providing 2004 audited
financial statements until June 29, 2005.  The lenders also agreed
to waive certain defaults arising from the company's delay in
filing its 2004 Report on Form 10-K.

United Rentals, Inc. -- http://www.unitedrentals.com/-- is the
largest equipment rental company in the world, with an integrated
network of more than 730 rental locations in 48 states, 10
Canadian provinces and Mexico.  The company's 12,900 employees
serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 600 different types of equipment with a total original
cost of $3.7 billion.  United Rentals is a member of the Standard
& Poor's MidCap 400 Index and the Russell 2000 Index(R) and is
headquartered in Greenwich, Conn.


VERITAS SOFTWARE: Symantec Shareholders Okay Multi-Billion Merger
-----------------------------------------------------------------
On June 24, 2005, Symantec Corporation's shareholders approved a
planned merger with VERITAS Software Corporation.  At the special
meeting, the stockholders approved:

   (1) the issuance and reservation for issuance of Symantec's
       common shares to holders of VERITAS securities.  This
       proposal is pursuant to the December 15, 2004, Agreement
       and Plan of Reorganization, among Symantec, Carmel
       Acquisition Corp., Symantec's wholly owned subsidiary, and
       VERITAS; and

   (2) the Amendments to Symantec's certificate of incorporation
       to increase the authorized number of shares of Symantec's
       common stock from 1.6 billion shares, $0.01 par value per
       share, to 3 billion shares, $0.01 par value per share, and
       to authorize one share of a class of special voting stock,
       $1.00 par value per share.

VERITAS shareholders have also approved the transaction.  Of the
76% of outstanding Symantec shares that were voted, nearly 95%
were cast in favor of the merger.  Of the 73% of outstanding
VERITAS shares that were voted, 98% were cast in favor of the
merger.

Pursuant to the terms of the merger agreement, each share of
VERITAS common stock will be exchanged for 1.1242 shares of
Symantec common stock on the closing of the merger.

The multi-billion dollar deal is expected to close on July 2,
2005.  Symantec's market value dropped by roughly a third since
the proposal was disclosed in December 2004.  The stock deal was
initially valued at $13.5 billion, but is now valued at less than
$11 billion.  Ron Day at Bloomberg New pegs the transaction's
value at $10.3 billion.

Earlier this month, Glass, Lewis & Co. raised objections to the
merger.  Another major advisory firm, Institutional Shareholder
Services, expressed its approval of the merger.

                 Professionals Handling the Deal

   -- Lehman Brothers acted as exclusive financial advisor to
      Symantec.

   -- Fenwick & West LLP served as legal counsel to Symantec.

   -- Goldman Sachs acted as exclusive financial advisor to
      VERITAS.

   -- Simpson Thacher & Bartlett LLP acted as legal counsel to
      VERITAS.

                       Post-Merger Company

The combined company will operate under the Symantec name.  John
W. Thompson, Chairman and Chief Executive Officer of Symantec,
will continue as Chairman and CEO of the combined company.  Gary
L. Bloom, Chairman, President and Chief Executive Officer of
VERITAS, will be Vice-Chairman and President of the combined
company.  The board directors of the combined company will include
6 members of Symantec's current board and 4 from VERITAS' current
board for a total of 10 members.

                         About Symantec

Headquartered in Cupertino, Calif., Symantec Corporation is the
global leader in information security providing a broad range of
software, appliances and services designed to help individuals,
small and mid-sized businesses, and large enterprises secure and
manage their IT infrastructure. Symantec's Norton brand of
products is the worldwide leader in consumer security and problem-
solving solutions.  Symantec has operations in more than 35
countries.

                     About VERITAS Software

VERITAS Software, -- http://www.veritas.com/-- one of the 10
largest software companies in the world, is a leading provider of
software and services to enable utility computing. In a utility
computing model, IT resources are aligned with business needs, and
business applications are delivered with optimal performance and
availability on top of shared computing infrastructure, minimizing
hardware and labor costs.

With 2004 revenue of $2.04 billion, VERITAS delivers products and
services for data protection, storage & server management, high
availability and application performance management that are used
by 99 percent of the Fortune 500.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and 'BB-' subordinated debt ratings for Veritas Software
Corp. on CreditWatch with positive implications.

"The CreditWatch placement follows the announced merger
agreement of Veritas with unrated Symantec Corp. in an all-stock
transaction valued at about $13.5 billion," said Standard &
Poor's credit analyst Philip Schrank.  The combined company will
have about $5 billion in revenues, additional business diversity,
and strong financial flexibility with modest debt outstanding and
large cash balances.

Standard & Poor's preliminary assessment is that the combined
company has an investment grade credit profile.  Veritas' narrow
business profile was a limiting factor in its rating, despite
its strong balance sheet. Standard & Poor's will focus its
review primarily on the business profile and financial policy
of the combined company, along with the integration plans, prior
to making its ratings determination.


WESCO SIGNS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Wesco Signs, Inc.
        321 Sign Drive
        P.O. Box 5070
        Concord, North Carolina 28027

Bankruptcy Case No.: 05-32618

Type of Business: The Debtor manufactures lighted signs for
                  customers like Krispy Kreme, The Home
                  Depot, BJ's, Goody's and other mall-based
                  and free-standing retailers.  See
                  http://www.wescosigns.com/

Chapter 11 Petition Date: June 24, 2005

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Travis W. Moon, Esq.
                  Hamilton Fay Moon Stephens Steele Martin
                  2020 Charlotte Plaza
                  201 South College Street
                  Charlotte, North Carolina 28244-2020
                  Tel: (704) 344-1117

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $ 10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Tubelite Company                                $245,832
102 Semoran
Commerce Place
Apopka, FL 32704

Z3 Graphics                                     $120,334
311 Dale Drive
Fountain Inn, SC 29644-2364

Cameron Ashley                                  $100,597
5220 U.S. Highway 1 North
Jacksonville, FL 32209

Piedmont Plastics, Inc.                          $91,774
P.O. Box 890216
Charlotte, NC 28289-0216

MNW Installation Group                           $74,208
321 Sign Drive
Concord, NC 28027

Davis Neon, Inc.                                 $42,012
142 Rowland Avenue
Heath Springs, SC 29058

Petrie Enterprises, Inc.                         $40,595
2418 Timber Ridge Road
Harrisburg, NC 28075

Greater Atlanta Sign Co., Inc.                   $35,155
2164 Marietta Boulevard
Atlanta, GA 30318

Reece Supply Co. of Georgia, Inc.                $34,494
5755 Oakbrook Parkway
Norcross, GA 30093

Ilight Technologies, Inc.                        $32,652
2130 Green Bay Road
Evanston, IL 60201

Jo Anna Stephens                                 $23,757
500 Tuttlewood Drive
Kannapolis, NC 28083

ExpoTrans, Inc.                                  $22,311
19 Corporate Park
Irvine, CA 92606

Loren Electric                                   $21,358
321 Van Norman Road
Montebello, CA 90640

World Wide Sign Systems, Inc.                    $20,628
P.O. Box 338
Bonduel, WI 54107

Pilot Air Freight                                $19,719
3400 International
Airport Drive, Suite 500
Charlotte, NC 28208

Standard Lighting Distributors                   $18,955
1026 Jay Street
Charlotte, NC 28208

Burton Signs                                     $18,115
2136 West Pine Street
Mount Airy, NC 27030

DHL (USA) Inc.                                   $17,908
P.O. Box 4723
Houston, TX 77210-4723

Ligon Electric                                   $17,663
P.O. Box 601242
Charlotte, NC 28260-1242

Payne Sign Company                               $16,047
501 North National
Springfield, MO 65802-3641


WESTPOINT STEVENS: Accepts Carl Icahn's $703 Million Offer
----------------------------------------------------------
Westpoint Stevens Inc. and its debtor-affiliates conducted an
auction on June 23, 2005, beginning at 11:00 a.m. (Eastern Time)
at the offices of Weil, Gotshal & Manges LLP, at 767 Fifth Avenue,
in New York, New York.  Two qualified bidders and their counsel
were present at the Auction:

   * New Textile Co., an entity acting on behalf of the First
     Lien Lender Steering Committee and WL Ross & Co. LLC; and

   * Textile Co., Inc., an entity owned by American Real Estate
     Holding Limited Partnership, which is controlled by investor
     Carl Icahn.

Counsel for the Debtors, the agent for the First Lien Lenders,
the agent for the Second Lien Lenders, and the Official Committee
of Unsecured Creditors were also present at the Auction.

The Auction concluded with the Debtors selecting Textile Co.,
Inc., as the higher or best bidder of the Assets.  Accordingly,
the Debtors and the Purchaser entered into an asset purchase
agreement, dated June 23, 2005.  Pursuant to the Agreement, the
Purchaser will provide consideration valued at approximately
$703 million, as follows:

     (i) the direct purchase by American Real Estate Holding of
         17.5% of newly issued shares of stock in the new
         company, which is the parent of the Purchaser, for $187
         million;

    (ii) the First Lien Lenders will receive 35% of the Shares;

   (iii) the First Lien Lenders and, to the extent determined by
         the Bankruptcy Court, the Second Lien Lenders will
         receive, in the aggregate, the right to acquire up to an
         additional 47.5% of the Shares for an aggregate purchase
         price of $125 million;

    (iv) the payment in full of all outstanding indebtedness
         under the DIP Credit Agreement;

     (v) the satisfaction of all Other Secured Claims;

    (vi) the assumption of other specified liabilities; and

   (vii) $3 million in respect of wind-down costs.

             Steering Committee Wants Hearing Continued

The Steering Committee for the First Lien Lenders asks the Court
continue the Purchaser Selection Hearing originally scheduled for
June 24, 2005.

The Court was advised that Rothschild, Inc., the Debtors'
financial advisor was preparing a valuation analysis of the
Debtors' business and of the two competing bids to acquire the
Debtors' business.  The Steering Committee understands that the
valuation analysis will be offered as evidence at the Purchaser
Selection Hearing to support the Debtors' selection of the best
offer through Rothschild's expert testimony.

However, the Steering Committee asserts that the Debtors have
never provided it with any report, consistent with the
requirements imposed by the Federal Rules of Civil Procedure,
regarding Rothschild's expert testimony.  Instead, the Steering
Committee has been provided only with:

   1) a two-page spreadsheet prepared by Rothschild that, on its
      face, appears to compare the two bids for the Debtors'
      assets; and

   2) a one-page list of 19 selected transactions that Rothschild
      apparently relied on in preparing its revised two-page
      spreadsheet.

The Steering Committee believes that those three pages of
documents are far short of the "complete statement" of the bases
for Rothschild's opinions, regarding the selection of the best
offer to purchase the Debtors' assets, that the Steering
Committee must have to understand and conduct a full evaluation
of the opinions that Rothschild will apparently offer at the
purchaser selection hearing.

According to the Steering Committee, the Debtors' failure to
produce any report from Rothschild could be a result of the fact
that the Debtors are continuing to alter their valuation
analysis, even though the Debtors' board of directors has already
met and selected the opening baseline bid to be used at the
auction.

                   Miscellaneous Sale Responses

(1) Fuller

On October 2, 2003, Fuller Sales, Inc., and Ful-Dye, Inc., timely
filed Claim No. 1557 for $96,000 and Claim No. 1556 for $628,388.
The Debtors disputed Fuller's claims.  However, after Fuller
responded to the Debtors' objection, the Debtors adjourned
indefinitely the hearing on the Objection with respect to the
Fuller's claims.

The Claims arise out of the Debtors' breach of a prepetition
settlement agreement, which provides that Fuller would purchase a
certain dye machine from the Debtors through a mechanism of
rebates to the Debtors in connection with certain supplies that
the parties anticipated the Debtors would purchase from Fuller.
The Agreement also provided to the Debtors a purchase money
security interest.

Despite a provision in the Agreement prohibiting the Debtors from
unreasonably withholding discretion to purchase the Supplies, the
Debtors notified Fuller prepetition that they would not continue
to purchase the Supplies.  The refusal of the Debtors to purchase
the Supplies from Fuller abolished the mechanism set up in the
Agreement whereby Fuller would pay the purchase price for the
Machine to the Debtors and thereby obtain a release of the
Security Interest.

Accordingly, Fuller expressly reserve all of its rights in
connection with the sale of the Security Interest, including
without limitation:

   (a) all defenses to enforcement of the Security Interest by
       the purchaser of the Debtors' assets; and

   (b) all rights and recoupment or set-off arising from the
       damages incurred by Fuller arising from the Debtors'
       breach of the Agreement.

Fuller believes that the Purchaser's ability to enforce the
Security Interest will be subject to all defenses, set-off or
recoupment rights of Fuller arising form the Agreement, which
governs the Security Interest.  Nevertheless, out of an abundance
of caution, Fuller asks the Court to include in any order
approving a Sale a provision to that effect.

(2) Wal-Mart Stores

Wal-Mart Stores, Inc., purchases products from the Debtors, which
it immediately pays in full amount.  However, in some instances,
Wal-Mart pays an invoice and later discovers that the products it
received were incorrect, damaged or defective.  When this
happens, Wal-Mart:

    (i) handles the products in the manner provided by the
        Supplier Agreements;

   (ii) determines how much it overpaid in connection with the
        shipment that contained incorrect, damaged or defective
        products; and

  (iii) recoups or sets off that amount against future purchases
        from the Debtors.

Brett S. Moore, Esq., at Porzio, Bromberg & Newman, P.C., in New
York, relates that given Wal-Mart's size and the volume of
products it purchases, it can take several months before Wal-Mart
can ascertain how much it overpaid in connection with any given
invoice.

Mr. Moore points out that Wal-Mart has not been given sufficient
time to audit recent transactions with the Debtors to determine
if there are any outstanding overpayments owed by the Debtors.
Wal-Mart objects to any sale of the Debtors' accounts receivable
to the extent that the Debtors have failed to provide for the
recoupment by Wal-Mart for any overpayments made by Wal-Mart in
connection with products purchased from the Debtors prior to the
sale of the Debtors' accounts receivable.  Wal-Mart further
objects to the extent that the Debtors have failed to provide for
recoupment or reimbursement of all other amounts, losses, damages
or other expenses to which Wal-Mart may be entitled under the
terms of the Supplier Agreements.

Accordingly, Wal-Mart expressly reserves all of its rights in
connection with the sale of the Debtors' accounts receivable, and
respectfully requests that the Court add a provision to the Sale
Approval Order conditioning the sale of such accounts receivable
upon an acknowledgement by the "purchaser" that the Debtors' sale
of its accounts receivable is subject to all of Wal-Mart's rights
as set forth in the Sales Agreements.

(3) Alamance County

It appears as though the Sale includes real property located in
Alamance County with a value of at least $14 million, Scott S.
Markowitz, Esq., at Todtman, Nachamie, Spizz & Johns, P.C., tells
the Court.  Based on the local transfer taxes, Alamance County
believes that this amounts to $28,000 in taxes.

Alamance believes that the sale of the property located in its
county is not necessary and integral to the confirmation of a
plan.  At a minimum, the transfer taxes should be escrowed
pending a settlement or confirmation of the plan of liquidation.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WINN-DIXIE: Court Extends Exclusive Plan Filing Period to Sept. 19
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
entended Winn-Dixie Stores, Inc., and its debtor-affiliates' time
within which they alone can file a chapter 11 plan.  The Debtors'
plan filing period is extended through and including
Sept. 19, 2005.  The Debtors have until Nov. 21, 2005, to solicit
acceptances of that plan from their creditors.

As previously reported in the Troubled Company Reporter on
June 8, 2005, Cynthia C. Jackson, Esq., at Smith Hulsey & Busey,
in Jacksonville, Florida, tells Judge Funk that the size and
complexity of the Debtors' cases is further highlighted by their
corporate structure and workforce.  Winn-Dixie Stores, Inc., is
the ultimate parent of a group of companies that includes the 24
Debtors.  The Debtors, utilizing the services of 78,000 employees,
conduct business through their corporate headquarters in
Jacksonville, Florida.  The Debtors' grocery stores and other
facilities are located in nine States including Florida, Alabama,
Georgia, North Carolina, Louisiana, Mississippi, South Carolina,
Tennessee and Virginia.  The Debtors also have affiliates in the
Bahamas.

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: Panel Agrees to the Employment of Bain as Consultants
-----------------------------------------------------------------
D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, relates that Winn-Dixie Stores, Inc., and its debtor-
affiliates employed Bain & Company, Inc., almost one year prior to
the Petition Date to perform ordinary course support services to
the Debtors' internal finance group.  Bain received $12,650,00
from the Debtors for its services and associated expenses.

The Debtors wanted to continue receiving services from Bain for a
short period after the Petition Date, expected to end on or
before June 30, 2005.  Thus, the Debtors filed an application on
March 25, 2005, seeking authority from the U.S. Bankruptcy Court
for the Middle District of Florida to retain Bain under Section
327(a) of the Bankruptcy Code to provide finance group support
services on terms that had been negotiated and agreed to between
the Debtors and Bain.  The terms included compensation at the rate
of $500,000 per month and reimbursement of expenses.

The Official Committee of Unsecured Creditors questioned the
necessity of Bain's services and the monthly payment amount.  The
Committee also raised issues about the payments received by Bain
prior to the Petition Date and suggested that a portion of those
payments could be subject to a possible fraudulent conveyance or
preferential transfer challenge.

To address the Committee's concern, Bain entered into
negotiations with the Committee.

In a Court-approved Stipulation, the Debtors, the Committee and
Bain agree that:

   (a) Bain will discontinue providing services to the Debtors as
       of May 31, 2005, except that Bain will complete any
       outstanding projects;

   (b) For services rendered and expenses incurred during the
       pendency of the Debtors' Chapter 11 cases, Bain will seek
       payment pursuant to the fee application process of no more
       than $800,000 plus postpetition amounts for February 2005.
       The Committee and the Debtors agree not to object to the
       fee application; and

   (c) Bain will be released from all claims arising under
       Chapter 5 of the Bankruptcy Code, including fraudulent
       conveyance and preferential transfer claims.

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: Vendors & Creditors Object to Uniform Bidding Process
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
June 8, 2005, Winn-Dixie Stores, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Middle District of Florida
to establish a general bidding procedure for the sale of:

   (a) any leases or executory contracts; and

   (b) any other assets with a value greater than $150,000

                           Responses

(1) Victory Real Estate

Victory Real Estate Investments, LLC, Victory Investments, Inc.,
and certain of their affiliates contend that the Bidding
Procedures provide inadequate protection of landlord rights under
Sections 365(b)(3) and (f)(2) of the Bankruptcy Code.

Earl M. Barker, Jr., Esq., at Slott, Barker & Nussbaum, in
Jacksonville, Florida, notes that although the Bidding Procedures
infers from the submission of an Initial Bid the bidder's consent
for the Debtors "to share any and all information submitted by
such bidder" with a landlord, it does not require any notice to
landlords and does not require that information required to
evaluate compliance with Section 365(b)(3) and 365(f)(2) be
provided to landlords.  Furthermore, Mr. Barker points out that
the Bidding Procedures include no process for landlords to
participate in the evaluation of a bidder, and does not allow
landlords sufficient time within which to develop information
necessary to consent or object to any assumption or assignment.

The Bidding Procedures appear to grant the Debtors the exclusive
and "sole discretion" to determine whether a proposed sale is
appropriate and whether a prospective purchaser is qualified.
Mr. Barker says that the Bidding Procedures do not require a Sale
Motion to seek approval of anything other than "the cure amount"
and the "assumption and assignment" and makes no mention of
approval under applicable provisions of Section 365(b)(3) or
365(f)(2).

Victory is concerned that assumption and assignment of a lease
might result in violation of restrictive provisions of leases
with other tenants in centers at which the Debtors are tenants or
that the terms of an assumption and assignment or the character
or business of an assignee, while satisfying the needs of the
Debtors, reasonably would be unacceptable to landlord.

Mr. Barker argues that the only possible way for landlords to
raise these issues under the Bidding Procedures would be to object
to the Sale Motion, essentially the final step in the process, at
a time after substantial effort will have been invested in
pursuing a transaction that Victory could be obliged to oppose and
the Court could be inclined to disapprove.

Early involvement of landlords in the bidding and sale process can
provide early notice to the Debtors and potential assignees of
impediments to a particular transaction or consent to its
adequacy, depending on the circumstances.

Mr. Barker asserts that the Bidding Procedures should be modified
to include early notification of landlords, a requirement that
all information concerning bidders be forwarded to the concerned
landlord for evaluation, that a landlord's comments and
recommendations be solicited in advance of a motion to approve a
sale and that satisfaction of the requirements of Section
365(b)(3) and (f)(2) are necessary before any bidder is found to
be "Acceptable".

Victory asks the Court to deny the Bidding Procedures Motion
until appropriate modifications are made to protect the rights of
landlords under non-residential real property leases.

(2) Trade Vendors

In light of the current posture of the proceedings and the
Debtors' business operations, 13 Trade Vendors have inquired as
to the position of the Official Committee of Unsecured Creditors
on the Motion.  Counsel for the Trade Vendors have also made
certain comments to the Debtors' counsel on the Motion and bid
procedures.

The Trade Vendors are:

   * The Clorox Sales Co.,
   * ConAgra Foods, Inc.,
   * Conopco, Inc.,
   * Frito-Lay, Inc.,
   * General Mills Inc.,
   * Kraft Foods Global, Inc.,
   * Masterfoods USA, a division of Mars, Inc.,
   * Nestle USA, Inc.,
   * Pepsi Bottling Group,
   * The Procter & Gamble Distributing Co.,
   * Quaker Sales & Distribution, Inc.,
   * Sara Lee Corporation, and
   * S. C. Johnson & Son, Inc.

Pending a reaction from the Debtors' counsel to the offered
comments, and given the significance of the Debtors' request, the
Trade Vendors preserve their right to address the Court on the
Motion.

(3) Xerox

As a leasing creditor of the Debtors, Xerox Capital Services LLP
is directly affected by any proposed assumption, assignment, or
rejection of its unexpired leases with the Debtors as part of the
sale of assets.

Xerox complains that the Bidding Procedures provide inadequate
protection of leasing creditor rights under Section 365(b)(1) of
the Bankruptcy Code.

Sabrina L. Streusand, Esq., at Hughes & Luce, LLP, in Austin,
Texas, contends that the Bidding Procedures include no mechanism
for leasing creditors to participate in the evaluation of a
prospective bidder nor do they allow leasing creditors sufficient
time to verify any cure amounts or to develop information
necessary to consent or object to any assumption or assignment.

Moreover, Ms. Streusand points out that the Bidding Procedures
purport to grant the Debtors the "sole discretion" to determine
whether a prospective purchaser is qualified and whether a
proposed assumption and assignment is appropriate.

The Bidding Procedures do not require that a leasing creditor be
consulted with respect to a prospective purchaser's financial
ability to provide adequate assurance of future performance nor do
they allow a leasing creditor adequate time or opportunity to
verify any proposed cure amount.

Among other factors, Xerox is concerned that a prospective
purchaser might not meet its requirements for creditworthiness
and that the terms of an assumption and assignment of a lease
would reasonably be unacceptable to Xerox.  It is therefore
imperative, Ms. Streusand asserts, that leasing creditors be
involved in the bidding and sale process at the earliest possible
stage to insure that the terms of a particular transaction
comport with the requirements of Section 365(b)(1).

Accordingly, modifications should be made to protect the
interests of leasing creditors, including Xerox, with respect to
the assignment and assumption of its lease contracts, Ms.
Streusand says.

(4) Landlords

Developers Diversified Realty Corporation, Weingarten Realty
Investors, WRI TEXLA, LLC, Curry Ford, LP, Palm Springs Mile
Associate, Ltd., and Krusch Properties LLC, ask the Court to deny
the Request because, among other things, the Debtors' proposed
Bidding Procedures:

   a. deprive the Landlords of any meaningful opportunity to
      assess proposed assignees, the financial adequate assurance
      information of the proposed assignees, and if necessary,
      conduct discovery, prepare an objection and prepare for a
      contested hearing;

   b. do not automatically qualify Landlords to bid on their
      Leases credit bid their claims or to enter into lease
      termination agreements with the Debtors; and

   c. inappropriately request a waiver of the 10-day automatic
      stay under Rules 6004(g) and 6006(d) of the Federal Rules
      of Bankruptcy Procedure.

Edwin W. Held, Jr., Esq., at Held & Israel, in Jacksonville,
Florida, argues that there is no reason to deny the Landlords
adequate notice and time to assess a proposed assignee and their
adequate assurance information or deprive the Landlords of
fundamental appeal rights.

(5) LNR Partners

LNR Partners, Inc., is a special servicer for holders of
commercial mortgages, which are secured by real property leased
to Winn-Dixie Stores, Inc.

LNR Partners believes that there are two modifications necessary
so that the proposed Bidding Procedures would be acceptable:

   -- The Bidding Procedures do not provide landlords with
      information about possible substitute tenants in adequate
      time to evaluate tenant prospect; and

   -- The Bidding Procedures do not address the requirements that
      any particular landlord may have its lender.

LNR Partners disclose that it has been working with the Debtors
to resolve its concerns.

(6) Prudential and Capstone

Prudential Insurance Company of America and Capstone Advisors,
Inc., point out that the Debtors fail to address critical
landlord concerns in their proposed bidding procedures, including
the timely production of adequate assurance of future
performance.

Prudential and Capstone ask the Court to compel the Debtors to
modify the Bidding Procedures to address certain issues,
including:

   (a) providing timely information on proposed cure amounts for
       any proposed sale of assets including a Lease; and

   (b) requiring the provision of adequate assurance of future
       performance evidence with adequate time for review and
       analysis by the Landlords.

                          *     *     *

These parties-in-interest withdraw their objections to the
Debtors' request to approve Bidding Procedures:

   -- Victory Real Estate Investments LLC,
   -- Conopco, et al.,
   -- Xerox Capital Services,
   -- Prudential Insurance, et al.,
   -- Concord-Fund IV Retail, et a.,
   -- Developers Diversified Realty Corp., et al., and
   -- LNR Parties, Inc.

The Debtors withdraw their request to file the proposed Bid
Protections under seal.

Accordingly, the Court approves the Bid Procedures, as modified,
and the Bid Protections.  The Debtors may take all actions
necessary to implement them.

The Debtors may, but are not obligated to, furnish any due
diligence information after the Bid Deadline for qualified
competing bids or to any person or entity that they determine is
not likely to be an acceptable bidder.

A landlord is deemed to be a qualified competing bidder as to its
own lease if it submits a written bid by the deadline in the
applicable Sale Motion.

The Bid Protections comprise of:

   (a) a termination fee of up to 3% of the cash portion of the
       purchase price set forth in the bidder's Asset Purchase
       Agreement;

   (b) an initial overbid protection not to exceed 105% of the
       purchaser price in the APA; and

   (c) in the case of bids on multiple leases, the ability to
       reduce the purchase price by up to 115% of the allocated
       purchase price for a particular Lease, to the extent that
       the Lease is sold to another entity and the bidder is
       still the Successful Bidder with respect to the remaining
       Leases bid on as a group.

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).


W.R. GRACE: Court Approves $950MM+ Sealed Air Settlement Agreement
------------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware has approved the definitive
settlement agreement among Sealed Air Corporation and the
Committees appointed to represent asbestos claimants in the
chapter 11 cases W.R. Grace & Co., and its debtor-affiliates.  

As reported in the Troubled Company Reporter on Aug. 4, 2004, the
parties to the fraudulent transfer lawsuit brought by the
Asbestos Committees of the W.R. Grace & Co. chapter 11 cases
against Sealed Air Corporation and Cryovac, Inc., entered into a
settlement term sheet on November 27, 2002.  The settlement pact
calls for Sealed Air to contribute $512.5 million in cash and
deliver 9,000,000 shares of its common stock to a 524(g) Trust to
be created under W.R. Grace's ultimate chapter 11 plan.  In
exchange, Sealed Air and its co-defendants obtain a complete
release from all asbestos-related obligations.  This agreement
was memorialized in a written Settlement Agreement executed nearly
one year later on November 10, 2003.  On November 26, 2003, the
Asbestos Committees asked Judge Wolin to put his stamp of approval
on the Settlement Agreement.

Trading in Sealed Air stock closed at $49.10 per share yesterday,
placing a value of more than $950 million on the settlement pact.  

The Company expects that the agreement will become effective upon
W.R. Grace's emergence from bankruptcy with a plan of
reorganization that is consistent with the terms of the agreement,
which includes the establishment of one or more trusts under
Section 524(g) of the Bankruptcy Code.  The settlement provides
protection against all current and future asbestos-related claims
and fraudulent transfer claims made against the Company and its
affiliates in connection with the 1998 transaction in which Sealed
Air acquired the Cryovac packaging business.  Although W.R. Grace
filed a proposed plan of reorganization with the Bankruptcy Court
in January 2005, Sealed Air cannot predict when a final plan of
reorganization will become effective.

                        About Sealed Air

Sealed Air Corporation (NYSE: SEE) -- http://www.sealedair.com/--  
manufactures a wide range of food and protective packaging
materials and systems including such widely recognized brands as
Bubble Wrap(R) cushioning, Jiffy(R) protective mailers and
Cryovac(R) food packaging products.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (111)         202       75
Alliance Imaging        AIQ         (54)         608       14
Amazon.com Inc.         AMZN       (162)       2,472      720
AMR Corp.               AMR        (697)      29,167   (2,311)
Atherogenics Inc.       AGIX        (54)         254      235
Biomarin Pharmac        BMRN        (90)         181        3
Blount International    BLT        (238)         434      115
Builders Firstso        BLDR         (9)         709      245
CableVision System      CVC      (2,035)      11,141      410
CCC Information         CCCG       (113)          93       21
Centennial Comm         CYCL       (486)       1,467      124
Choice Hotels           CHH        (204)         276      (23)
Cincinnati Bell         CBB        (593)       1,919       (8)
Clorox Co.              CLX        (346)       3,756     (158)
Compass Minerals        CMP         (69)         707      139
Conjuchem Inc.          CJC         (22)          32       28
Delta Airlines          DAL      (6,352)      21,737   (2,968)
Deluxe Corp             DLX        (150)       1,556     (331)
Denny's Corporation     DENN       (263)         496      (82)
Domino's Pizza          DPZ        (526)         450       26
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,830)       6,579      148
Emeritus Corp.          ESC        (133)         716     (106)
Flow Intl. Corp.        FLOW         (9)         136       (3)
Foster Wheeler          FWLT       (520)       2,140     (213)
Freightcar Amer.        RAIL        (23)         208        8
Graftech International  GTI         (35)       1,029      265
ICOS Corp               ICOS        (38)         285      170
IMAX Corp               IMAX        (40)         235       24
Investools Inc.         IED         (16)          56      (36)
Isis Pharm.             ISIS       (104)         176       61
Knoll Inc.              KNL          (3)         570       67
Lodgenet Entertainment  LNET        (72)         287       22
Lucent Tech. Inc.       LU         (479)      16,417    3,385
Maytag Corp.            MYG         (78)       2,954      380
McDermott Int'l         MDR        (232)       1,450       34
McMoran Exploration     MMR         (24)         405      143
Nexstar Broadc - A      NXST        (30)         700       16
Northwest Airline       NWAC     (3,273)      13,821    (1,204)
NPS Pharm Inc.          NPSP        (57)         351      261
ON Semiconductor        ONNN       (363)       1,112      237
Owens Corning           OWENQ    (8,271)       7,671    1,250
Primedia Inc.           PRM        (777)       1,883      164
Quality Distrib.        QLTY        (29)         386       15
Qwest Communication     Q        (2,564)      24,129      469
Revlon Inc. - A         REV      (1,065)       1,155       99
RH Donnelley            RHD        (127)       3,972      (57)
Riviera Holdings        RIV         (27)         223        5
Rural/Metro Corp.       RURL       (184)         221       18
SBA Comm. Corp. A       SBAC       (104)         854        9
Sepracor Inc.           SEPR       (351)         974      605
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO         (1)         151       48
US Unwired Inc.         UNWR        (84)         413       45
Valence Tech.           VLNC        (46)          10       (2)
Vector Group Ltd.       VGR         (31)         505      152
Vertex Pharm.           VRTX         (8)         484      202
Vertrue Inc.            VTRU        (50)         451      (81)
Viropharma Inc.         VPHM         (6)         190       58
Warner Music Group      WMG        (137)       4,742     (506)
WR Grace & Co.          GRA        (629)       3,464      876

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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