TCR_Public/050630.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, June 30, 2005, Vol. 9, No. 153

                          Headlines

AAMES MORTGAGE: Moody's Rates Class B-1 Sub. Certificate at Ba1
ACCLAIM ENT: Hires Hofheimer Gartlir as Special Litigation Counsel
ADELPHIA COMMS: Classification of Claims under 2nd Amended Plan
AGRIBIOTECH: Wants to Terminate Robert Berger as Noticing Agent
AIRNET COMMS: Expects to Exceed Second Quarter Revenue Forecast

AMCAST INDUSTRIAL: Files Second Amended Chapter 11 Plan
AMCAST INDUSTRIAL: Court Approves Sale of Lee Brass to LBC
AMCAST INDUSTRIAL: Retains Keen Realty to Sell Excess Properties
AMERICAN TISSUE: Court OKs Sale or Abandonment of Paper Products
AMERUS GROUP: Offering $250MM Non-Cumulative Perpetual Pref. Stock

AMERUS GROUP: Authorizes Repurchase of Six Million Shares
ANCHOR GLASS: Tight Liquidity Prompts S&P to Junk Ratings to CCC
ARBY'S RESTAURANT: S&P Rates Planned $700MM Sr. Sec. Loan at B+
AREMISSOFT CORP: Distributes $12.6 Mil. to SoftBrands from Trust
ARIZANT INC: Moody's Affirms $20M Sec. Credit Facility's B2 Rating

ATA AIRLINES: Chicago Express Gets OK to Sell Assets to CSC
ATA AIRLINES: Stanfield Capital Resigns from Creditors' Committee
CALPINE CORP: Prices $123.1 Million Project Finance Facility
CANFIBRE OF RIVERSIDE: Court Approves Amended Disclosure Statement
CATHOLIC CHURCH: Court Rules Portland to Propose Disclosure Order

CENTRAL WAYNE: Exclusive Solicitation Period Extended to July 31
CHESAPEAKE CORP: S&P Rates Senior Unsecured Shelf at BB
CHEVY CHASE: Moody's Rates Class B-5 Investor Certificate at B2
COMPUDYNE CORP: Files Amended 2004 Annual Report with SEC
CONTRACTOR TECHNOLOGY: Court Converts Case to Chapter 7 Proceeding

COVANTA ENERGY: American Ref-Fuel Deal Cues S&P to Lift Ratings
CREDIT SUISSE: Credit Enhancement Cues Fitch to Lift Ratings
ELINE ENTERTAINMENT: Apr. 30 Balance Sheet Upside-Down by $445,981
EL PASO: Successfully Remarkets $272 Million of Senior Notes
EMMIS COMMS: Earns $10.4 Million of Net Income in First Quarter

ENESCO GROUP: Obtains Credit Facility Waiver from Lenders
ENESCO GROUP: Retains Keystone Consulting for Cost Reduction
ENRON CORP: BNP Holds $1 Million Allowed Unsecured Claim
ENRON CORP: Settles Morgan Stanley Claim for $6.8 Million
ENRON: Werra Papier Holds $1 Million Unsecured Claim

FIELDS COMPANY: Case Summary & 20 Largest Unsecured Creditors
FISHER SCIENTIFIC: Moody's Rates $500M Sr. Sub. Notes at Ba3
FISHER SCIENTIFIC: Launches Cash Tender Offer for 8% Sr. Sub. Debt
FORT HILL: Asks Court to Formally Close Chapter 11 Cases
GATEWAY EIGHT: Has Until Oct. 2 to Decide on Ground Leases

GERALD ENGLUND: Case Summary & 3 Largest Unsecured Creditors
GLOBALNET INT'L: Bankruptcy Court Dismisses Chapter 11 Case
HARVEST OPERATIONS: Moody's Reviews $250M Unsec. Notes' B3 Rating
HEARING INNOVATIONS: Awards 100% Equity Ownership to Misonix
HEDSTROM CORP: Hires George Vernon as Special Counsel

HOME EQUITY: Moody's Rates Class M-10 Sub. Certificate at Ba1
INDUSTRY MORTGAGE: Fitch Affirms Low-B Ratings on 3 Cert. Classes
INTERPUBLIC GROUP: Material Weakness Prompts S&P to Continue Watch
INTERPUBLIC GROUP: Chief Financial Officer Robert Thompson Resigns
INTERPUBLIC GROUP: Secures Waivers & Credit Facility Amendments

INTERPUBLIC GROUP: Has Until Sept. 30 to File Financial Reports
INTERSTATE BAKERIES: Wants to Walk Away From 18 Real Estate Leases
JERNBERG INDUSTRIES: Voluntary Chapter 11 Case Summary
JOHN GUNARTT: Case Summary & 9 Largest Unsecured Creditors
JOLIET JR: Fitch Withdraws Default Rating on $14.5 Million Bonds

KAISER ALUMINUM: Files Plan of Reorganization in Delaware
LOPERS/NOYACK PATH: Involuntary Chapter 11 Case Summary
MAIDENFORM BRANDS: Moody's Rates Additional $62 Mil. Loan at Ba3
MEDMIRA INC: Equity Deficit Widens to C$7.86 Million at April 30
MEI LLC: Wants to Hire Price & Associates as Bankruptcy Counsel

METHANEX CORP: Moody's Affirms $450M Sr. Unsec. Notes Ba1 Rating
METRIS COS: Good Performance Cues S&P to Lift Credit Rating to B
MIRANT CORP: Chapter 11 Examiner Snyder Files Interim Report
MIRANT CORP: Objects to Kern River's $153 Million Rejection Claim
MPOWER HOLDING: Wants Court to Delay Entry of Final Decree

NATIONAL ENERGY: La Paloma Wants $6.4 Million Admin. Claims Paid
NEAL BROTHERS: Case Summary & 20 Largest Unsecured Creditors
NEFF RENTAL: Moody's Junks Proposed $245M Sr. Sec. Notes' Rating
NOMURA ASSET: S&P Lifts Ratings on Classes B-1 and B-2 Certs.
OCTANE ENERGY: Shareholders Okay Name Change to NX Capital Corp.

OCWEN HOME: Fitch Holds Junk Rating on 3 Certificate Classes
PARAGON INVESTMENT: Voluntary Chapter 11 Case Summary
PCA LLC: $80 Million Debt Financing Cues S&P's Watch Developing
PC LANDING: Wants Open-Ended Deadline to Decide on Leases
PC LANDING: Plan Solicitation Period Intact Until December 2

PETCO ANIMAL: Files Annual & Quarterly Reports with SEC
PORTRAIT CORP: Issuing $50 Mil. Notes in Proposed Debt Financing
PRIMUS TELECOMMS: High Business Risk Prompts S&P to Junk Ratings
QUEST TRUST: Moody's Rates Class M-7 Sub. Certificate at Ba1
RESIDENTIAL ASSET: Fitch Places Low-B Ratings on $7.5M Certs.

RESI FINANCE: S&P Places Low-B Ratings on Five Certificate Classes
RESIX FINANCE: Moody's Rates Class B7, B8, B9 & B10 Notes at Low-B
SECURITY CAPITAL: Files Annual & Quarterly Reports with SEC
SOLUTIA INC: Monsanto & Pharmacia Wants Complaint Dismissed
SOUTHAVEN POWER: Gets Final Court Approval of DIP Facility

SOUTHAVEN POWER: Entergy Demands $240,000 Utility Service Deposit
SUPERIOR WHOLESALE: Moody's Rates $53.16M Class D Notes at Ba2
TABERNA PREFERRED: Fitch Puts BB+ Rating on $42M Class F Notes
TEXAS BOOT: Has Until Sept. 20 to Decide on Three Leases
THAXTON GROUP: Committee Wants Charles River as Expert Witness

TOUGALOO COLLEGE: Moody's Downgrades Long-Term Debt Rating to B3
UAL CORP: Court Okays $11 Million Deposit for Purchase of Planes
UAL CORP: Gets Court Nod to Assume Newark Airport Lease
US AIRWAYS: Wants to Sell 10 Jets to Jet Partners for $48 Million
VARIG S.A: Brazilian Court Accepts Reorganization Petition

VARIG S.A.: Court Orders Banks to Abstain From Moving Funds
VARIG S.A.: Court Enjoins Creditors From Seizing Planes
WASHINGTON MUTUAL: Moody's Affirms $2.8M Class N Certs.' B2 Rating
WESTPOINT STEVENS: Wants to Settle Wellman Litigation Claims
WHEELING-PITTSBURGH: Asks Court to Formally Close Bankruptcy Case

W.R. GRACE: Asks Court to Approve 2005-2007 Key Employee Plan

                          *********

AAMES MORTGAGE: Moody's Rates Class B-1 Sub. Certificate at Ba1
---------------------------------------------------------------
Moody's Investors Service has assigned ratings of Aaa to the
senior certificates issued by Aames Mortgage Investment Trust
2005-2.  In addition, Moody's has assigned ratings ranging from
Aa1 to Ba1 to the subordinate certificates.

The securitization is backed by adjustable-rate (100%) sub-prime
mortgage loans originated by Aames Capital Corporation (Aames).
The ratings are based primarily on:

   a) the credit quality of the loans; and
   b) the protection from:

      * subordination,
      * overcollateralization, and
      * excess spread.

The credit quality of the loan pool is weaker than the average
adjustable-rate loan pool backing recent subprime securitizations.
Moody's expects collateral losses to range from 5.40% to 5.85%.

Aames Capital Corporation will service the loans, and Wells Fargo
Bank, N.A. will act as master servicer.

The complete rating actions are:

Aames Mortgage Investment Trust 2005-2

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


ACCLAIM ENT: Hires Hofheimer Gartlir as Special Litigation Counsel
------------------------------------------------------------------
Allan B. Mendelsohn, Esq., the chapter 7 trustee overseeing the
liquidation of Acclaim Entertainment, Inc., obtained permission
from the U.S. Bankruptcy Court for the Eastern District of New
York to hire Gary B. Sachs, Esq., at the law firm of Hofheimer
Gartlir & Gross, LLP, as special litigation counsel, nunc pro tunc
to September 1, 2004.

Hofheimer Gartlir will pursue the prosecution of claims filed by
Annodeus, Inc., the Debtor's wholly owned subsidiary, against
Eugene Ciarkowski, Eugene R. Boffa and Steven Karl, former
officers of ECW Management Group.  The lawsuit, currently pending
in the Southern District of New York, seeks damages totaling
approximately $3,000,000 for fraud, negligence and conversion of
collateral.

                    The Annodeus Lawsuit

In February 2004, Annodeus filed a lawsuit against Ciarkowski,
Boffa and Karl alleging that the three officers had violated the
Racketeer Influenced and Corrupt Organizations Act by conspiring
to sell the assets of HHG Corp, d/b/a Extreme Championship
Wrestling, twice.  Annodeus, as the second purchaser, was
defrauded.

Annodeus further claimed that ECW Management knowingly provided
them with fraudulent financial projections in order to obtain
financing for HHG Corp.  Annodeus acquired a 15% stake in HHG Corp
in 1999 for $1,500,000 and a $1,525,000 loan.  HHG Corp.'s assets
served as collateral for the loan.  On April 6, 2001, HHG Corp.
filed for bankruptcy protection and the company was subsequently
liquidated.

The principal attorneys and associates designated to represent the
Trustee on this case and their hourly rates are:

   Attorney                Position         Hourly Rate
   --------                --------       2004       2005
                                          ----       ----
   Douglas Gross           Partner        $400       $425
   Gary Sachs              Partner        $400       $425
   Kristin Angelino        Associate      $225
   Joseph Geoghegan        Associate                 $185

The Debtor currently owes Hofheimer Gartlir approximately $300,000
for fees and disbursement.  Mr. Sachs says that even though
Hofheimer Gartlir is not disinterested because they are a creditor
to the debtor, their retention is not adverse and is in the best
interest of the Debtor's estate because:

     a) another law firm will not take on this litigation on a
        contingency basis with the Firm's first lien on the
        proceeds of the suit;

     b) the litigation is so complex that the learning curve for
        another firm to get up to speed would be difficult and
        lengthy; and

     c) the substitution of another firm at this point would be
        detrimental to a successful result of the litigation.

Headquartered in Glen Cove, New York, Acclaim Entertainment was a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  The Company filed a chapter 7 petition on Sept. 1, 2004
(Bankr. E.D.N.Y. Case No. 04-85595).  Jeff J. Friedman, Esq., at
Katten Muchin Zavis Rosenman represents the Debtor.  Allan B.
Mendelsohn, Esq., serves as the chapter 7 Trustee.  When the
Company filed for bankruptcy, it listed $47,338,000 in total
assets and $145,321,000 in total debts.


ADELPHIA COMMS: Classification of Claims under 2nd Amended Plan
---------------------------------------------------------------
The Second Amended Plan of Reorganization of Adelphia
Communications Corporation and its debtor-affiliates groups claims
and interests into 15 classes.  For purposes of voting,
confirmation and distribution, the Second Amended Plan is
predicated on the substantive consolidation of the Debtors into
nine Debtor Groups.

The classification and treatment of claims under the ACOM
Debtors' Second Amended Plan of Reorganization are summarized as:

Class      Description              Treatment
-----      -----------              ---------
  n/a       Administrative Expense   Paid in full, in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $235M

  n/a       Fee Claims               Paid in full, in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $87M

  n/a       Priority Tax Claims      Paid in full, in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $___

                                     Unimpaired; not entitled
                                     to vote

  n/a       DIP Lender Claims        Paid in full, in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $1.036B

                                     Unimpaired; not entitled
                                     to vote
ALL DEBTOR GROUPS

    1       Other Priority Claims    Paid in full
                                     Estimated recovery: 100%
                                     Estimated claims: $0

                                     Unimpaired; not
                                     entitled to vote

    2       Secured Tax Claims       At the option of the Plan
                                     Administrator:

                                     * payment in full in cash,

                                     * distribution of proceeds of
                                       the sale of the collateral,

                                     * another distribution as
                                       necessary to satisfy
                                       Bankruptcy Code
                                       requirements, or

                                     * only if the collateral is
                                       an Excluded Asset, delivery
                                       of a note with periodic
                                       cash payments with a
                                       value equal to the Allowed
                                       amount of the Secured Tax
                                       Claim.

                                     Estimated recovery: 100%
                                     Estimated claims: $___

                                     Unimpaired; not
                                     entitled to vote

    3       Other Secured Claims     At the option of the Plan
                                     Administrator (unless the
                                     Claim is an Assumed Sale
                                     Liability), either:

                                     * payment in full in cash,

                                     * distribution of proceeds of
                                       the sale of the collateral,

                                     * another distribution as
                                       necessary to satisfy
                                       Bankruptcy Code
                                       requirements, or

                                     * only if the collateral is
                                       an Excluded Asset, delivery
                                       of a note with periodic
                                       cash payments with a
                                       value equal to the Allowed
                                       amount of the Claim.

                                     Estimated recovery: 100%
                                     Estimated claims: $107M

                                     Unimpaired; not
                                     entitled to vote

FRONTIERVISION DEBTOR GROUP

4(a)       Bank Claims              Paid in full in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $617M

                                     Impaired; entitled to vote

4(b)       Notes Claims             Paid in full in cash, plus
                                     interest.

                                     Estimated recovery: 144%
                                     Estimated claims: $544M

                                     Impaired; entitled to vote

4(c)(i)    Trade Claims             Paid in full in cash, plus
                                     interest.

                                     Estimated recovery: 108%
                                     Estimated claims: $109M

                                     Impaired; entitled to vote

4(c)(ii)   Other Unsecured Claims   Paid in full in cash, plus
                                     interest.

                                     Estimated recovery: 100%
                                     Estimated claims: $___

                                     Impaired; entitled to vote

4(d)       Existing Securities      Estimated to receive payment
            Law Claims               in full through a
                                     distribution of cash and TWC
                                     Class A Common Stock.

                                     Estimated recovery: 100%
                                     Estimated claims: TBD

                                     Impaired; entitled to vote

PARNASSOS DEBTOR GROUP

5(a)       Bank Claims              Paid in full in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $623M

                                     Impaired; entitled to vote

5(b)(i)    Trade Claims             Payment in full (plus
                                     interest)

                                     Estimated recovery: 108%
                                     Estimated claims: $31M

                                     Impaired; entitled to vote

5(b)(ii)   Other Unsecured          Payment in full (plus
            Claims                   interest)

                                     Estimated recovery: 100%
                                     Estimated claims: $0

                                     Impaired; entitled to vote

5(c)       Equity Interests         Comcast's equity interest
            in Parnassos Debtors     in the Parnassos Debtors
                                     will remain outstanding and
                                     unaffected, and will not
                                     receive any distribution.

                                     The Debtors' Parnassos JV
                                     Equity Interests will be
                                     transferred to Comcast or
                                     TW NY if the Expanded
                                     Transaction is consummated.

                                     Estimated recovery: N/A
                                     Estimated claims: N/A

                                     Unimpaired; not entitled
                                     to vote

CENTURY-TCI DEBTOR GROUP

6(a)       Bank Claims              Paid in full, in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $1 billion

                                     Impaired; entitled to vote

6(b)(i)    Trade Claims             Payment in full (plus
                                     interest)

                                     Estimated recovery: 108%
                                     Estimated claims: $75M

                                     Impaired; entitled to vote

6(b)(ii)   Other Unsecured Claims   Payment in full (plus
                                     interest)

                                     Estimated recovery: 100%
                                     Estimated claims: $0

                                     Impaired; entitled to vote

6(c)       Equity Interests in      Comcast's equity interest
            Century-TCI Debtors      in the Century-TCI Debtors
                                     will remain outstanding and
                                     unaffected, and will not
                                     receive any distribution.

                                     The Debtors' Century-TCI JV
                                     Equity Interests will be
                                     transferred to Comcast or
                                     TW NY if the Expanded
                                     Transaction is consummated.

                                     Estimated recovery: N/A
                                     Estimated claims: N/A

                                     Unimpaired; not entitled
                                     to vote

CENTURY DEBTOR GROUP

7(a)       Bank Claims              Payment in full in cash.

                                     Estimated recovery: 100%
                                     Estimated claims: $2.48B

                                     Impaired; entitled to vote

7(b)       FPL Note Claims          If and to the extent allowed,
                                     payment in full in cash
                                     (plus interest)

                                     Estimated recovery: 123%
                                     Estimated claims: $127M

                                     Impaired; entitled to vote

7(c)(i)    Trade Claims             Payment in full in TWC Class
                                     A Common Stock and cash (plus
                                     interest)

                                     Estimated recovery: 108%
                                     Estimated claims: $89M

                                     Impaired; entitled to vote

7(c)(ii)   Other Unsecured Claims   Payment in full in TWC Class
                                     A Common Stock and cash (plus
                                     interest)

                                     Estimated recovery: 100%
                                     Estimated claims: $51M

                                     Impaired; entitled to vote

7(d)       Convenience Claims       Payment in cash in an amount
                                     equal to __% of the Allowed
                                     Claim Amount

                                     Estimated recovery: __%
                                     Estimated claims: $4M

                                     Impaired; entitled to vote

ARAHOVA DEBTOR GROUP

8(a)       Notes Claims             Payment (plus interest)
                                     through distribution of
                                     a pro rata portion of:

                                     * shares of TWC Class A
                                       Common Stock, the CVV
                                       Series AH-1 Interests
                                       and Puerto Rico Trust
                                       Interests; and

                                     * the portion of the
                                       Arahova-ACC Dispute
                                       Holdback allocable to
                                       Arahova creditors.

                                     Estimated recovery: __%
                                     Estimated claims: $1.744B

                                     Impaired; entitled to vote

8(b)(i)   Trade Claims              Payment (plus interest)
                                     through distribution of
                                     a pro rata portion of:

                                     * shares of TWC Class A
                                       Common Stock, the CVV
                                       Series AH-1 Interests
                                       and Puerto Rico Trust
                                       Interests; and

                                     * the portion of the
                                       Arahova-ACC Dispute
                                       Holdback allocable to
                                       Arahova creditors.

                                     Estimated recovery: __%
                                     Estimated claims: $6M

                                     Impaired; entitled to vote

8(b)(ii)   Other Unsecured Claims   Payment (plus interest)
                                     through distribution of
                                     a pro rata portion of:

                                     * shares of TWC Class A
                                       Common Stock, the CVV
                                       Series AH-1 Interests
                                       and Puerto Rico Trust
                                       Interests; and

                                     * the portion of the
                                       Arahova-ACC Dispute
                                       Holdback allocable to
                                       Arahova creditors.

                                     Estimated recovery: __%
                                     Estimated claims: $34M

                                     Impaired; entitled to vote

8(c)       Existing Securities      Distribution of CVV Series
            Law Claims               AH-2 Interests and Puerto
                                     Rico Trust Interests.

                                     Estimated recovery: __%
                                     Estimated claims: TBD

                                     Impaired; entitled to vote

8(d)       Convenience Claims       Payment in cash in an amount
                                     equal to __% of the Allowed
                                     Claim Amount

                                     Estimated recovery: __%
                                     Estimated claims: $1M

                                     Impaired; entitled to vote

OLYMPUS DEBTOR GROUP

9(a)       Bank Claims              Payment in full, in cash
                                     Estimated recovery: 100%
                                     Estimated claims: $1.265B

                                     Impaired; entitled to vote

9(b)(i)    Trade Claims             Payment in full, in cash
                                     (plus interest)

                                     Estimated recovery: 108%
                                     Estimated claims: $121M

                                     Impaired; entitled to vote

9(b)(ii)   Other Unsecured Claims   Payment in full, in cash
                                     (plus interest)

                                     Estimated recovery: 100%
                                     Estimated claims: $2M

                                     Impaired; entitled to vote

UCA DEBTOR GROUP

10(a)      Bank Claims              Payment in full, in cash

                                     Estimated recovery: 100%
                                     Estimated claims: $831M

                                     Impaired; entitled to vote

10(b)      Notes Claims             Payment in full, in cash
                                     (plus interest)

                                     Estimated recovery: 140%
                                     Estimated claims: $213M

                                     Impaired; entitled to vote

10(c)(i)   Trade Claims             Payment in full, in cash
                                     (plus interest)

                                     Estimated recovery: 108%
                                     Estimated claims: $64M

                                     Impaired; entitled to vote

10(c)(ii)  Other Unsecured Claims   Payment in full, in cash
                                     (plus interest)

                                     Estimated recovery: 100%
                                     Estimated claims: $1M

                                     Impaired; entitled to vote

10(d)      Existing Securities      Estimated to receive payment
            Law Claims               in full through distribution
                                     of cash and shares of TWC
                                     Class A Common Stock.

                                     Estimated recovery: 100%
                                     Estimated claims: TBD

                                     Impaired; entitled to vote

FUNDING COMPANY DEBTOR GROUP

11         Funding Company          Payment in full in Plan
            Claims                   Consideration (plus interest)

                                     Estimated recovery: 100%
                                     Estimated claims: $27M

                                     Impaired; entitled to vote

HOLDING COMPANY DEBTOR GROUP

12(a)(i)   ACC Trade Claims         Payment (plus interest)
                                     through distribution of
                                     a pro rata portion of:

                                     * shares of TWC Class A
                                       Common Stock and the CVV
                                       Series A-1a Interests; and

                                     * the Arahova-ACC Dispute
                                       Holdback allocable to
                                       ACC creditors.

                                     Estimated recovery: __%
                                     Estimated claims: $381M

                                     Impaired; entitled to vote

12(a)(ii)  ACC Other Unsecured      Payment (plus interest)
            Claims                   through distribution of
                                     a pro rata portion of:

                                     * shares of TWC Class A
                                       Common Stock and the CVV
                                       Series A-1a Interests; and

                                     * the Arahova-ACC Dispute
                                       Holdback allocable to
                                       ACC creditors.

                                     Estimated recovery: __%
                                     Estimated claims: $98M

                                     Impaired; entitled to vote

12(b)      ACC Senior               Payment (plus interest)
            Notes Claims             through distribution of
                                     a pro rata portion of:

                                     * shares of TWC Class A
                                       Common Stock and the CVV
                                       Series A-1b Interests;

                                     * shares of TWC Class A
                                       Common Stock initially
                                       attributable to Class
                                       12(c), but paid over to
                                       Class 12(b) pursuant to
                                       subordination provisions;
                                       and

                                     * the Arahova-ACC Dispute
                                       Holdback allocable to
                                       ACC creditors.

                                     Estimated recovery: __%
                                     Estimated claims: $5.11B

                                     Impaired; entitled to vote

12(c)      ACC Subordinated         Payment (plus interest)
            Notes Claims             through distribution of
                                     Contingent Value Vehicle
                                     Series A-1c Interests

                                     Estimated recovery: __%
                                     Estimated claims: $1.459B

                                     Impaired; entitled to vote

12(d)      ACC Notes Existing       Payment through distribution
            Securities Law Claims    of Contingent Value Vehicle
                                     Series A-2 Interests

                                     Estimated recovery: TBD
                                     Estimated claims: TBD

                                     Impaired; entitled to vote

12(e)      ACC Series B             Payment through Contingent
            Preferred Stock          Value Vehicle Series B
            Interests                Interests

                                     Estimated recovery: TBD
                                     Estimated claims: N/A

                                     Impaired; entitled to vote

12(f)      ACC Series B             Payment through Contingent
            Preferred Stock          Value Vehicle Series C
            Existing Securities      Interests
            Law Claims
                                     Estimated recovery: TBD
                                     Estimated claims: TBD

                                     Impaired; entitled to vote

12(g)      ACC Series D             Payment through Contingent
            Preferred Stock          Value Vehicle Series D
            Interests                Interests

                                     Estimated recovery: TBD
                                     Estimated claims: N/A

                                     Impaired; entitled to vote

12(h)      ACC Series D             Payment through Contingent
            Preferred Stock          Value Vehicle Series E
            Existing Securities      Interest
            Law Claims
                                     Estimated recovery: TBD
                                     Estimated claims: TBD

                                     Impaired; entitled to vote

12(i)      ACC Series E and F       Payment through Contingent
            Preferred Stock          Value Vehicle Series F
            Interests                Interests

                                     Estimated recovery: TBD
                                     Estimated claims: N/A

                                     Impaired; entitled to vote

12(j)      ACC Series E and F       Payment through Contingent
            Preferred Stock          Value Vehicle Series G
            Existing Securities      Interests
            Law Claims
                                     Estimated recovery: TBD
                                     Estimated claims: TBD

                                     Impaired; entitled to vote

12(k)      ACC Common Stock         Payment through Contingent
            Existing Securities      Value Vehicle Series H
            Law Claims               Interests

                                     Estimated recovery: TBD
                                     Estimated claims: TBD

                                     Impaired; entitled to vote

12(l)      ACC Common Stock         Payment through Contingent
            Interests                Value Vehicle Series I
                                     Interests

                                     Estimated recovery: TBD
                                     Estimated claims: N/A

                                     Impaired; entitled to vote

ACC CONVENIENCE CLAIMS

13         ACC Convenience          Payment in cash in an amount
            Claims                   equal to __% of the Allowed
                                     Claim Amount

                                     Estimated recovery: TBD
                                     Estimated claims: $4M

                                     Impaired; entitled to vote

OTHER CLAIMS

14         Intercompany Claims      The Intercompany Claims will
                                     be allowed in amounts
                                     specified in Schedule 4.50 of
                                     the Plan, and will be
                                     accorded the treatment
                                     provided for the claims in
                                     the Arahova-ACC Dispute
                                     Resolution.

                                     Estimated recovery: N/A
                                     Estimated claims: N/A

                                     Compromised; not entitled
                                     to vote

15         Government Claims        Allowed and satisfied by
                                     the Debtors' distribution of
                                     the Settlement Consideration
                                     in accordance with the terms
                                     of the Government Settlement
                                     Agreements.

                                     Estimated recovery: N/A
                                     Estimated claims: N/A

                                     Compromised; not entitled
                                     to vote

N/A        ACC Other Equity         Disallowed; no distribution
            Interests
                                     Estimated recovery: 0%
                                     Estimated claims: N/A

                                     Disallowed; not entitled
                                     to vote

N/A        Rigas Claims and         Disallowed and expunged;
            Equity Interests         no distribution

                                     Estimated recovery: 0%
                                     Estimated claims: N/A

                                     Disallowed; not entitled
                                     to vote

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)


AGRIBIOTECH: Wants to Terminate Robert Berger as Noticing Agent
---------------------------------------------------------------
Agribiotech, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Nevada for permission to
terminate the employment of Robert L. Berger & Associates nka Omni
Management Group, LLC, as their claims and noticing agent.

On January 26, 2000, the Court approved the appointment of Robert
L. Berger as the Debtors' claims and noticing agent.  The Chapter
11 cases are now more than five years old and the Firm's services
have been completed.  The Creditor Trustee is in the process of
winding down remaining litigation in the cases and preparing to
make final distributions to the beneficiaries of the ABT
Creditor's Trust.

The Creditor Trustee believes that no further services from Robert
L. Berger are necessary and will allow additional money to be
passed on to the beneficiaries of the ABT creditors' Trust.
Currently the Creditor Trustee pays the Firm approximately $900
per month for storage fees, remote internet database access,
electronic data storage for creditor files, and other related
services that are rarely used.

Furthermore, the Debtors also request the Court to direct the Firm
to turn over all original documents, including proof of claims, to
the Clerk of the Court and forward all inquiries regarding the
Debtor's bankruptcy to the Trust's office at:

   ABT Creditor Trust
   120 Corporate Park Drive
   Henderson, Nevada 89014
   (702) 566-2440

Headquartered in Henderson, Nevada, Agribiotech Inc. was a leading
turf grass seed and forage seed supplier before filing for
bankruptcy protection in January 2000 (Bankr. D. Nev.
Case No. 00-10533), in one of the largest agricultural
bankruptcies in U.S. history.  The Court approved ABT's
reorganization plan in 2001, appointing nationally recognized
turnaround expert Anthony Schnelling as Creditor Trustee to pursue
claims for the benefit of creditors.


AIRNET COMMS: Expects to Exceed Second Quarter Revenue Forecast
---------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC) expects to exceed
its second quarter 2005 revenue forecast.  The Company also
expects to report positive cash flow from operations for the
second quarter.

During the Company's first quarter conference call, revenue for
the second quarter was estimated to be in the range of
$2.5 million to $4.0 million.  Second quarter revenue is now
forecasted to be in the range of $4.5 million to $5.5 million.
Revenue for the second quarter of 2004 was $5.4 million.

"Our focused marketing efforts have helped our second quarter,"
said Glenn Ehley, President and CEO of AirNet Communications.  "We
remain confident in the ability of our new products to continue
gaining traction in the market."

AirNet Communications Corporation -- http://www.airnetcom.com/--  
is a leader in wireless base stations and other telecommunications
equipment that allows service operators to cost-effectively and
simultaneously offer high-speed wireless data and voice services
to mobile subscribers.  AirNet's patented broadband, software-
defined AdaptaCell(R) SuperCapacity(TM) adaptive array base
station solution provides a high-capacity base station with a
software upgrade path to high-speed data.  The Company's
RapidCell(TM) base station provides government communications
users with up to 96 voice and data channels in a compact, rapidly
deployable design capable of processing multiple GSM protocols
simultaneously.  The Company's AirSite(R) Backhaul Free(TM) base
station carries wireless voice and data signals back to the
wireline network, eliminating the need for a physical backhaul
link, thus reducing operating costs.  AirNet has 69 patents issued
or filed and has received the coveted World Award for Best
Technical Innovation from the GSM Association, representing over
400 operators around the world.

                        *     *     *

BDO Seidman, LLP, expressed substantial doubt about AirNet
Communications' ability to continue as a going concern after
reviewing the company's financial statements for the year ending
Dec. 31, 2004.  Deloitte & Touche, LLP, expressed similar doubts
when it reviewed the company's 2003 financials.  BDO Seidman
points to the Company's recurring losses from operations, negative
cash flows, and accumulated deficit, as the problem areas.

At March 31, 2005, AirNet Communication's balance sheet showed
$27.2 million in assets and $7.7 million in liabilities.  The
Company has experienced net operating losses and negative cash
flows since inception and, as of March 31, 2005, had an
accumulated deficit of $263.8 million.  Cash used in operations
and to fund capital expenditures for the three month period ended
March 31, 2005, was $2.0 million.  The Company expects to have an
operating loss throughout 2005.  At March 31, 2005, the Company's
principal source of liquidity was $5.0 million of cash and cash
equivalents, $6.4 million of accounts receivable, contract backlog
of $1.4 million and future contracts as awarded.  As of May 2,
2005 the Company's cash balance was $4.7 million.  The Company's
current 2005 operating plan projects that cash available from
planned revenue combined with the $4.7 million cash on hand at May
2, 2005 may be adequate to defer the requirement for new funding
until the second half of 2005.

                 Financial Advisor On Board

The Company disclosed in its report for the quarter ending March
31, 2005, that it has engaged a financial advisor to assist in
identifying and evaluating strategic business options.  "These
options include, but are not limited to, i) seeking strategic
partners and/or strategic investors and ii) a business combination
or acquisition," AirNet said.  The company did not respond to our
request for the financial advisor's identity.


AMCAST INDUSTRIAL: Files Second Amended Chapter 11 Plan
-------------------------------------------------------
Amcast Industrial Corporation and its debtor-affiliates delivered
their Second Amended Joint Plan of Reorganization to the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, at Dayton.

The amended plan resolves creditors' objection of unfairly
releasing officials from liability.

Under the Second Amended Plan, administrative claims, priority tax
claims and other priority claims will be paid in full.

The DIP lenders agree to pro rata shares of the Term A Note
estimated to be $13 million.

Secured lenders owed $108,351,000 will receive pro rata shares of:

   a) Term Note A in an aggregate principal amount of $37
      million;

   b) Term Note B in an aggregate principal amount of $27
      million; and

   c) 100% of the New Amcast Common Stock.

Key continuing vendor claims for $4,800,000 will be satisfied in
accordance with the terms of their agreements with Amcast.

General unsecured creditors owed approximately $40 million to $60
million will share pro rata in a Creditor Trust with $1,750,000 in
cash and certain non-cash assets.  Unsecured creditors are
expected to recover 3% to 6% of their claims.

Equity interests holders won't receive any distribution under the
Plan.

The Reorganized Debtors will obtain an $84 million exit financing
from the DIP lenders to refinance the DIP Facility and pay the
secured lenders.  Upon emergence, Amcast will become a private
entity and estimates its enterprise value at $65 million with a
$64 million debt load on its restructured balance sheet.

According to published reports, Amcast will be closing its
headquarters.  No additional details concerning that move are
included in the Amended Plan documents.

The Court will convene a hearing on July 28, 2005, at 1:30 p.m. to
discuss the merits of the Plan.  Objections to the Plan, if any,
must be filed by July 20, 2005.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMCAST INDUSTRIAL: Court Approves Sale of Lee Brass to LBC
----------------------------------------------------------
The Honorable Thomas F. Waldron of the U.S. Bankruptcy Court for
the Southern District of Ohio approved on June 23, 2005, the sale
of Lee Brass Company to LBC Acquisitions, LLC, for $5,000,000.
Lee Brass Company is a debtor-affiliate of Amcast Industrial
Corporation.

The Asset Purchase Agreement between Lee Brass and LBC
Acquisitions calls for the sale of substantially all of Lee Brass'
assets to LBC Acquisitions free of all liens, claims, interests
and encumbrances.  That Purchase Agreement includes Lee Brass'
agreement to assume certain liabilities to LBC Acquisitions except
for the Excluded Liabilities under the Purchase Agreement.

The Purchase Agreement also calls for Lee Brass to assume and
assign appropriate executory contracts and leases to LBC
Acquisitions.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMCAST INDUSTRIAL: Retains Keen Realty to Sell Excess Properties
----------------------------------------------------------------
Amcast Industrial Corporation retained Keen Realty, LLC, as
special real estate consultant to market for sale the Company's
excess industrial properties.  Established in 1982, Keen Realty
specializes in selling excess assets and restructuring real estate
and lease portfolios.

The properties are located in Pottstown & West Pottsgrove,
Pennsylvania, and Cedarburg, Wisconsin.  The Pennsylvania site
consists of 82.5 acres of land. This property has excellent
development potential.  The Wisconsin site consists of 6.4 acres
of land and is improved with buildings totaling approximately
215,000 sq. ft.  The two main buildings on the property are a
manufacturing facility with 175,000 sq. ft. and an office building
with 30,000 sq. ft.  This location is ideal for continued use as
an industrial/office use or redevelopment.

"These properties are an excellent opportunity for users,
developers and investors.  The Pennsylvania land provides an
excellent opportunity for developers and the Wisconsin property is
well located for continued use as an industrial/office complex or
for potential redevelopment," Christopher Mahoney, Vice President
of Keen Realty states.  "The marketing is just beginning and we
expect a lot of interest.  All interested parties must act
immediately, as this opportunity will only be available for a
short time."

For over 23 years, Keen Realty -- http://www.keenconsultants.com/
-- has had extensive experience solving complex problems and
evaluating and selling real estate, leases and businesses.  Keen
Realty, a leader in identifying strategic investors and partners
for businesses, 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, and JP
Morgan Chase.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMERICAN TISSUE: Court OKs Sale or Abandonment of Paper Products
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the sale or abandonment of American Tissue, Inc., and its debtor-
affiliates' paper products by their insurers.  Christine C.
Shubert, the chapter 7 trustee overseeing the liquidation of the
Debtors' estates, made the request.

American Tissue Mills of Massachusetts, a non-debtor affiliate of
American Tissue, owns a warehouse in Baldwinsville, Massachusetts,
which stores the Debtors' paper products with a fair market value
in excess of $1 million.  The warehouse's roof collapsed in 2001.

The Debtors' insurers Lexington Insurance Company, Fireman's Fund
McGee, Inc., Royal Sun Alliance Company and Allianz Insurance
Company hired VeriClaim Inc. to adjust the claims.

In order to complete the final adjustment of the insurance claims,
VeriClaim hired a demolition team to remove the collapsed roof and
salvage the paper products.

The insurers plan to sell the salvageable paper products and
dispose of product that can't be salvaged.  The sale proceeds from
the paper products will be forwarded to Ms. Shubert.  The sale
proceeds will be deducted from the amount due and owing the
Debtors on the insurance claims.

American Tissue Inc. is a leading integrated manufacturer of
tissue products and pulp and paper in North America, with a
comprehensive product line that includes jumbo tissue rolls for
converting and converted tissue products for end-use.  The company
filed for Chapter 11 protection on September 10, 2001 (Bankr. Del.
Case No. 01-10370).  On April 22, 2004, the Court converted the
Debtors cases into a chapter 7 liquidation proceeding.  Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young & Jones,
represents the Debtors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $100
million.


AMERUS GROUP: Offering $250MM Non-Cumulative Perpetual Pref. Stock
------------------------------------------------------------------
AmerUs Group Co. (NYSE:AMH) plans to sell, subject to market and
other conditions, up to $250,000,000 of its Series A non-
cumulative perpetual preferred stock in a private, unregistered
offering to "qualified institutional buyers" pursuant to Rule 144A
under the Securities Act of 1933.

The Company intends to use substantially all of the net proceeds
from the offering:

   -- to repay $100 million drawn under its credit facility which
      was used to refinance a portion of its 6.95% Senior Notes
      due 2005,

   -- to repurchase its common stock, subject to market
      conditions, and

   -- for other general corporate purposes.

The preferred stock will not be registered under the Securities
Act of 1933, or any state securities laws, and unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the
Securities Act of 1933 and applicable state laws.

AmerUs Group Co. is located in Des Moines, Iowa, and is engaged
through its subsidiaries in the business of marketing individual
life insurance and annuity products in the United States. Its
major subsidiaries include: AmerUs Life Insurance Company,
American Investors Life Insurance Company, Inc., Bankers Life
Insurance Company of New York and Indianapolis Life Insurance
Company.

As of March 31, 2005, AmerUs Group's total assets were
$23.5 billion and shareholders' equity totaled $1.6 billion,
including accumulated other comprehensive income.

                        *     *     *

As reported in the Troubled Company Reporter on June 29, 2005,
Fitch Ratings assigned a 'BB+' rating to the $250 million AmerUs
Group Co. non-cumulative perpetual stock issuance.  Fitch said the
rating outlook is stable.

At the same time, Moody's Investors Service has assigned a Ba2
rating to AmerUs Group Company's issuance of Non-Cumulative
Perpetual Preferred Stock in a 144A filing.  The proceeds of the
Preferred Stock will be used primarily to retire debt and to buy
back shares of AmerUs' common stock.

AMH (senior debt at Baa3, negative outlook) is a publicly traded
holding company and the owner of:

   * AmerUs Life Insurance Company,
   * American Investors Life Insurance Company, and
   * Indianapolis Life Insurance Company.

Each rated A3 for insurance financial strength, negative outlook.

Standard & Poor's Ratings Services assigned its 'BB+' preferred
stock rating to AmerUs Group Co.'s (NYSE:AMH) proposed
$250 million Series A, non-cumulative, perpetual preferred stock
issue.

The rating has three notches of subordination to the 'BBB+' long-
term counterparty credit and senior debt ratings on AMH.  This is
one notch of subordination more than is generally assigned to
preferred stock issues and reflects the mandatory dividend
deferral triggers embedded in this issue.


AMERUS GROUP: Authorizes Repurchase of Six Million Shares
---------------------------------------------------------
AmerUs Group Co. (NYSE:AMH) disclosed the authorization of a stock
repurchase program.  Under the program, AmerUs Group's board of
directors has authorized the repurchase, from time to time, of up
to six million shares of AmerUs Group Co. common stock, no par
value per share.  This authorization supercedes any previous stock
repurchase programs approved by AmerUs Group's board of directors.

The stock repurchase program may be effected through open market
transactions, privately negotiated transactions and/or other
methods, which may include derivative transactions such as sales
of puts, or purchases and sales of calls, on outstanding shares of
AmerUs Group common stock.  The timing of the repurchase of shares
pursuant to the program will depend on a variety of factors,
including market conditions.  The program may be suspended or
discontinued at any time.  AmerUs Group has no obligation to
repurchase shares under the authorization, and the timing, actual
number and value of shares to be purchased will depend on AmerUs
Group's stock price and market conditions.

AmerUs Group Co. is located in Des Moines, Iowa, and is engaged
through its subsidiaries in the business of marketing individual
life insurance and annuity products in the United States.  Its
major subsidiaries include: AmerUs Life Insurance Company,
American Investors Life Insurance Company, Inc., Bankers Life
Insurance Company of New York and Indianapolis Life Insurance
Company.

As of March 31, 2005, AmerUs Group's total assets were
$23.5 billion and shareholders' equity totaled $1.6 billion,
including accumulated other comprehensive income.

                        *     *     *

As reported in the Troubled Company Reporter on June 29, 2005,
Fitch Ratings assigned a 'BB+' rating to the $250 million AmerUs
Group Co. non-cumulative perpetual stock issuance.  Fitch said the
rating outlook is stable.

At the same time, Moody's Investors Service has assigned a Ba2
rating to AmerUs Group Company's issuance of Non-Cumulative
Perpetual Preferred Stock in a 144A filing.  The proceeds of the
Preferred Stock will be used primarily to retire debt and to buy
back shares of AmerUs' common stock.

AMH (senior debt at Baa3, negative outlook) is a publicly traded
holding company and the owner of:

   * AmerUs Life Insurance Company,
   * American Investors Life Insurance Company, and
   * Indianapolis Life Insurance Company.

Each rated A3 for insurance financial strength, negative outlook.

Standard & Poor's Ratings Services assigned its 'BB+' preferred
stock rating to AmerUs Group Co.'s (NYSE:AMH) proposed
$250 million Series A, non-cumulative, perpetual preferred stock
issue.

The rating has three notches of subordination to the 'BBB+' long-
term counterparty credit and senior debt ratings on AMH.  This is
one notch of subordination more than is generally assigned to
preferred stock issues and reflects the mandatory dividend
deferral triggers embedded in this issue.


ANCHOR GLASS: Tight Liquidity Prompts S&P to Junk Ratings to CCC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Anchor Glass Container Corp. to 'CCC' from 'B-' and
placed the rating on CreditWatch with negative implications.

The rating actions reflect heightened concerns regarding the
company's tight liquidity in view of its upcoming interest
payment, and deterioration in Anchor's highly leveraged financial
profile. Tampa, Florida-based Anchor had total debt outstanding of
about $491 million at March 31, 2005.

"Our concern is that the company will not be able to improve its
already weak liquidity position ahead of the $19 million interest
payment due in August 2005, on its $350 million senior secured
notes," said Standard & Poor's credit analyst Liley Mehta.

Anchor's liquidity is strained, with about $22 million in combined
availability under its $115 million and $20 million revolving
credit facilities at April 28, 2005, given higher working capital
requirements ahead of seasonal sales of glass containers for beer
and other beverages in the spring and summer months.

In February 2005, Anchor temporarily bolstered liquidity by
entering into a $20 million revolving credit facility due August
2007, with Madeleine L.L.C., an affiliate of Cerberus Capital
Management L.P., a private investment firm.  In February 2005, the
company also obtained an amendment to its credit agreement for its
$115 million revolving credit facility, which modified the fixed-
charge coverage ratio covenant, though the company has very
limited cushion with respect to covenant compliance.

Operating results for the first quarter of 2005 were hurt by
lower-than-expected sales volume trends, elevated natural gas
prices (the principal fuel for manufacturing glass), and increased
raw-material costs.  Lower than expected beer volumes and the
company's high dependence on a few key customers have also
contributed to the decline (Anheuser-Busch Inc. accounts for about
53% of sales).  Anchor is very aggressively leveraged with total
debt -- including a $55 million Pension Benefit Guarantee Corp.
long-term obligation -- to EBITDA at about 8x at April 28, 2005,
and EBITDA interest coverage at about 1.2x.  Although operating
results for the remainder of 2005 are expected to benefit from
cost savings related to its Connellsville plant closure, elevated
energy and raw-material costs, higher freight costs, meaningful
capital spending requirements and slower beer volume growth likely
will result in significant negative free cash flows in 2005.

If Anchor's operating results in the next few months do not
improve and working capital needs are greater than expected,
liquidity could diminish further and the rating could be lowered
again.

Standard & Poor's will monitor developments related to the
company's operating performance and upcoming interest payment and
expects to resolve the CreditWatch listing in the next few months.


ARBY'S RESTAURANT: S&P Rates Planned $700MM Sr. Sec. Loan at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Fort Lauderdale, Florida-based Arby's Restaurant
Group Inc.  At the same time, Standard & Poor's assigned a 'B+'
rating to the company's planned $700 million senior secured bank
loan.  A recovery rating of '2' was also assigned to the loan,
indicating the expectation for substantial (80%-100%) recovery of
principal in the event of a payment default.  The outlook is
stable.

Proceeds from the bank loan, a cash contribution from parent
company Triarc Cos. Inc., and existing cash will be used to fund
the purchase of RTM Restaurant Group, the largest Arby's
franchisee, and repay existing debt.

"The ratings on Arby's reflect its participation in the highly
competitive quick-service sector of the restaurant industry,
competition from significantly larger players, and a highly
leveraged capital structure," said Standard & Poor's credit
analyst Robert Lichtenstein.  These risks are only partially
offset by the company's niche position specializing in roast beef
sandwiches.

The acquisition of RTM will expose Arby's to more of the typical
operating risks for restaurant companies, including rising
commodity and labor costs, as more than 50% of EBITDA will now be
generated by company-operated restaurants.  Still, the acquisition
will enable the company to increase its unit count and better
penetrate existing territories, as historically RTM only modestly
expanded its territory.


AREMISSOFT CORP: Distributes $12.6 Mil. to SoftBrands from Trust
----------------------------------------------------------------
SoftBrands, Inc. (OTC: SFBD) received $12.6 million in a
distribution from the AremisSoft Corporation Liquidating Trust.

The Trust recently reached settlement with a former executive
officer of AremisSoft Corporation, who consented to disgorge
approximately $200 million of unlawful profit from his trading in
AremisSoft stock.  On June 6, the Securities and Exchange
Commission issued a news release announcing the settlement,
calling it "among the largest recoveries the SEC has obtained from
an individual."

On May 26, 2005, SoftBrands said it expected to receive a
distribution from the Trust within two months.  SoftBrands is
entitled to 10 percent of the net collections by the Trust, which
was established following the AremisSoft bankruptcy.

"We are pleased to receive this distribution.  We are very
fortunate and grateful that the United States justice system
provides a framework for these positive outcomes," said George
Ellis, chairman and chief executive officer.  Ellis said the
proceeds will be used to strengthen the balance sheet of the
company, taking SoftBrands one step closer to its goal of listing
on a national stock exchange.

SoftBrands, Inc. -- http://www.softbrands.com/-- is a global
leader in providing solutions for small to medium-sized businesses
worldwide, currently focused on the hospitality and manufacturing
industries.  With more than 4,000 customers in over 60 countries
now actively using its manufacturing and hospitality products,
SoftBrands has established a worldwide infrastructure for
distribution, development and support of enterprise software.  The
company, headquartered in Minneapolis, Minnesota, has over 500
employees with branch offices in Europe, Asia, Australia and
Africa.

Headquartered in Minneapolis, Minneapolis, AremisSoft Corporation
developed enterprise resource planning (ERP) software for midsized
companies in the manufacturing (35% of sales), health care,
hospitality, and construction industries. Its ERP applications
automate and manage such processes as accounting, customer
service, and sales and marketing for BAE SYSTEMS, Regal Hotel
International, Ericsson, and other customers.  The Company filed
for chapter 11 protection on March 15, 2002 (Bankr. N.J. Case No.
02-32621).  The Court confirmed the Debtor's chapter 11 plan in
June 2002.  The Plan took effect in August 2002.


ARIZANT INC: Moody's Affirms $20M Sec. Credit Facility's B2 Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Arizant Inc.
following the announcement of a $21.875 million add-on to the
existing Term Loan B resulting in a total of $140 million of
senior secured bank credit facilities, comprised of a $20 million
revolving credit facility and a $120 million term loan.  The
company will use the proceeds of the add-on and cash on hand to
pay down approximately $31 million of outstanding subordinated
debt.  The subordinated debt is not rated by Moody's.  The outlook
for the ratings is stable.

These ratings were affirmed:

   * B2 corporate family rating (formerly the senior implied
     rating)

   * $20 million senior secured revolving credit facility,
     rated B2

   * Senior secured term loan B, rated B2

   * B3 senior unsecured issuer rating

The ratings reflect:

   * the high leverage for a relatively small company;

   * low barriers to entry that could result in severe margin
     compression if a larger player were to focus more resources
     on the market;

   * limited product diversification and the limits of potential
     growth in the temperature management market; and

   * the burden upon the company of educating the client on the
     efficacy of its products vis-a-vis traditional perioperative
     temperature management techniques.

The ratings also reflect the investment Arizant will make in
future periods to increase manufacturing efficiencies and the
resulting near-term constraints on free cash flow.

Additionally, the ratings reflect:

   * Arizant's dominant market share in forced air warming and its
     growing share of the fluid warming market;

   * strong brand name recognition of the Bair Hugger product;

   * the large installed base and strong relationships with GPOs
     and other buyers that give Arizant a first-mover advantage
     over its competitors;

   * the superior nature of the Ranger fluid warming product over
     traditional water bath techniques; and

   * the razor/razor blade model that the company has successfully
     employed with regard to its installed products and
     accompanying blankets and fluid warming cartridges, which has
     resulted in historically strong gross and EBIT margins.

The stable outlook reflects Moody's view that there is still room
for expansion in the forced air warming market before the company
sees any real competition and margin compression.  Moody's also
expects the Ranger product to continue to take market share from
providers of products using more traditional technology.  Moody's
also notes the company has successfully reached agreements and
settled claims related to the government investigation into
Augustine Medical, Inc., a subsidiary of Arizant.

Further, Moody's believes there are growth opportunities in
international markets as well as potential gains in market
penetration through the introduction of new products such as the
underbody blanket platform and the Bair Paws operating room
warming gowns.  The company's recent change to a direct sales
model and the acquisition of Actamed Limited, the UK distributor
in which Arizant previously held a 25% minority interest, should
allow the company to capitalize on these opportunities.  If the
company exhibits progress in these areas and continues on a track
of reducing leverage below its revenues, maintaining current
margins and ratios of adjusted cash flow to adjusted debt and
adjusted free cash flow to adjusted debt approximating 10-15% and
7-10%, respectively, Moody's could upgrade the ratings.

Further levering of Arizant's balance sheet may result in downward
pressure on the ratings.  Margin compression in the near term as
the result of increased competition from large players in the
market could also result in downward ratings pressure.  If these
factors resulted in adjusted cash flow to adjusted debt and
adjusted free cash flow to adjusted debt below 5% and 3%,
respectively, Moody's could downgrade the ratings.

The senior secured credit facilities are notched at the level of
the corporate family rating to reflect the weak collateral
position of assets relative to the total amount of secured debt
facilities.  Moody's expects Arizant to have adequate liquidity
pro forma for the transaction.  However, Arizant will have very
little cash on the balance sheet and access to its $20 million
revolving credit facility may be limited by covenant constraints.

Pro forma for the acquisition of Actamed and the July 2004
recapitalization, and giving effect to the add-on term loan B,
Arizant's cash flow coverage of debt would be moderate to strong
for the B2 rating category.  Moody's estimates that adjusted cash
flow and adjusted free cash flow to adjusted debt would have been
approximately 15% and 10%, respectively, for the fiscal year ended
March 31, 2005.  Moody's expects free cash flow coverage to fall
below this level in future periods as the company invests in
automation of the manufacturing process.  Arizant's pro forma EBIT
coverage of interest would have been approximately 2.6 times and
adjusted debt to EBITDA would have been approximately 4.0 times.

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

Arizant Healthcare Inc., headquartered in Eden Prairie, Minnesota,
is a maker of surgical patient temperature management systems
including:

   * the Bair Hugger forced air warming,
   * the Bair Paws patient adjustable warming, and
   * Ranger fluid warming product lines.

The company designs, manufactures and markets medical devices that
provide solutions to common medical problems, such as
perioperative hypothermia, the abnormally low body temperature
associated with surgery.

For the twelve months ended March 31, 2005, Arizant had total
revenues of approximately $96 million.


ATA AIRLINES: Chicago Express Gets OK to Sell Assets to CSC
-----------------------------------------------------------
Judge Lorch approves the sale of the assets of Chicago Express
Airlines, Inc., to CSC Investment Group for $1,250,000 pursuant to
the terms of a Purchase Agreement dated June 15, 2005.

The salient terms of the Purchase Agreement are:

   A. Assets to be Purchased

      CSC Investment will purchase all of Chicago Express'
      rights, title and interests in, to and under all its
      personal assets, with all of the Assets, other than certain
      parts and equipment identified as "the OFR Parts," being
      sold, free and clear of all claims, liens, restrictions,
      encumbrances or security interests of any nature.  The OFR
      Parts are sold to CSC with no warranty of title or other
      warranty.

   B. No Assumption of Liabilities

      CSC Investment will not assume or become responsible, and
      Chicago Express will remain liable, for any liabilities,
      obligations or indebtedness of Chicago Express.

   C. Purchase Price

      CSC Investment will pay $1,250,000, net of the Earnest
      Money Deposit, to Chicago Express by wire transfer of
      immediately available funds.

   D. Earnest Money Deposit

      CSC Investment will deposit $125,000 in a Baker & Daniels
      Trust Account, which will be forfeited and paid to Chicago
      Express in the event it terminates the Agreement for any
      breach of any representation, warranty or covenant by CSC
      Investment under the Agreement.

   E. Sharing of Records

      For a period of seven years, either party will have access
      to all books, records and accounts, including financial and
      tax information, correspondence, production records,
      employment records and other records retained by Chicago
      Express or transferred to CSC Investment.

   F. Representations

      CSC Investment acknowledges that Chicago Express has ceased
      its operation of all scheduled flights and does not intend
      to commence again any scheduled flight operations, and that
      it no longer has any employees.  CSC Investment also
      acknowledges that none of the warranties given by Chicago
      Express in the Agreement include any warranty that Chicago
      Express continues to hold any of the Air Carrier
      Authorizations or that any of the Air Carrier
      Authorizations are in good standing.

   G. Indemnification

      Chicago Express will defend and indemnify CSC Investment
      for a period of 12 months, in respect of, and hold CSC
      Investment harmless against, any liability, claim, loss,
      damage or expense incurred or suffered resulting from,
      relating to or constituting:

         (i) any breach, any representation or warranty of
             Chicago Express contained in the Agreement or any
             ancillary agreement, any claim or liability related
             to the Chicago Express Assets or the Excluded
             Assets, or any liabilities obligations or
             indebtedness; or

        (ii) any failure to perform any covenant or agreement of
             Chicago Express contained in the Agreement or any
             ancillary agreement.

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

           http://bankrupt.com/misc/csc_apa_06_2005.pdf

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Stanfield Capital Resigns from Creditors' Committee
-----------------------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 10, informs
the Court that Mark Lawrence, Managing Director of Stanfield
Capital Partners LLC, has resigned from the Official Committee of
Unsecured Creditors in ATA Airlines, Inc. and its debtor-
affiliates' Chapter 11 cases.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CALPINE CORP: Prices $123.1 Million Project Finance Facility
------------------------------------------------------------
Calpine Corporation (NYSE: CPN) has priced a $123.1 million,
non-recourse project finance facility that will provide funding to
complete the construction of the 79.9-megawatt Bethpage Energy
Center 3 located in Hicksville, N.Y.

The loan facility has been fully underwritten by Calyon New York
Branch.  The loan facility will be comprised of a 20-year Senior
Loan, totaling approximately $108.5 million at a fixed rate of
6.13%, and a 15-year Junior Loan of approximately $14.6 million at
a fixed rate of 7.94%.  In addition, Calyon has provided Letters
of Credit in connection with the financing.

Closing of the financing is expected on June 30, 2005.  Upon
closing, Calpine will receive approximately $55 million for costs
spent to date on the Bethpage 3 project.  An additional amount of
approximately $11.2 million will be released to Calpine upon
satisfying certain conditions.  Remaining amounts available under
the project loan facility will be used to fund transaction
expenses, the final completion of the project and certain reserve
accounts.

"The Bethpage financing will enhance Calpine's liquidity and
provide cost-competitive, long-term financing for this much-needed
source of energy on Long Island," said Calpine Chief Financial
Officer Bob Kelly.  "We are pleased that Calyon supports our near-
and long-term financial goals, and we look forward to working with
them on future transactions."

The Bethpage 3 power plant is strategically located on Long
Island, an area of the country with a great need for clean,
reliable electric power supplies.  Calpine has a 20-year power
contract with the Long Island Power Authority for the project's
full capacity and related energy and ancillary services.
Beginning in July 2005, the plant will supply power to
Long Island businesses and residents under a comprehensive energy
resource plan developed by LIPA.

Bethpage 3 is a natural gas-fired power plant that includes a GE
LM6000 combustion turbine in a combined-cycle configuration with a
once-through steam generator and steam turbine generator, all
supplied from Calpine's existing equipment inventory.  It is
located adjacent to Calpine's existing Bethpage cogeneration
facility.

Calpine currently owns and operates the 56-megawatt Bethpage
cogeneration plant, the 46-megawatt Bethpage peaking unit and the
47-megawatt Stony Brook cogeneration facility on Long Island, in
addition to a 105-megawatt cogeneration power plant located at
Kennedy International Airport.

Calpine Corporation -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent
convertible notes due 2015.  The proceeds from that convertible
debt issue will be used to redeem in full its High Tides III
preferred securities.  The company will use the remaining net
proceeds to repurchase a portion of the outstanding principal
amount of its 8.5% senior unsecured notes due 2011.  S&P said its
rating outlook is negative on Calpine's $18 billion of total debt
outstanding.

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).


CANFIBRE OF RIVERSIDE: Court Approves Amended Disclosure Statement
------------------------------------------------------------------
The Honorable Randolph Baxter of the U.S. Bankruptcy Court for the
District of Delaware approved, on June 16, 2005, the First Amended
Disclosure Statement explaining the First Amended Plan of
Liquidation in CanFibre of Riverside, Inc.'s chapter 11 case.

CanFibre is now authorized to distribute the Amended Plan to its
creditors and solicit their acceptances of that plan.  The
Bankruptcy Court has scheduled a hearing on August 23, 2005 at
9:00 a.m., to consider confirmation of the Plan.

As reported by the Troubled Company Reporter on June 20, 2005,
relevant modifications contained in the Amended Plan include:

   -- putting the assets into Group I, Group II, and Group III
      categories;

   -- full payment of administrative claims, fee claims, and
      priority tax claims from the sale of Group II assets;

   -- the Bondholders' secured portion of their claims -- totaling
      $90.6 million -- will receive distributions from the Group I
      assets, and the rest of their claims will be treated as
      unsecured claims;

   -- the Mechanics' Lien Settlement will be satisfied in
      accordance with the terms of the settlement agreement;

   -- general unsecured creditors, owed approximately $42 million,
      will receive pro rata shares of any cash distributions from
      Group II or Group III assets after all other allowed claims
      are paid.

Ballots accepting or rejecting the Amended Plan must be received
on or before August 1, 2005 by:

      Bankruptcy Services LLC
      Balloting Agent
      757 Third Avenue
      Third Floor
      New York, NY 10017
      Attn: CanFibre Balloting Center

Ballots sent by e-mail or facsimile will not be counted.

Written objections to the confirmation of the Amended Plan must be
filed on or before August 1, 2004 with:

      Clerk of Court
      824 North Market Street, Third Floor
      Wilmington, Delaware 19801

Copies of the objection must be served on:

      Counsel for The Debtor:

         Young Conaway Stargatt & Taylor, LLP
         The Brandywine Building
         1000 West Street, 17th Floor
         PO Box 391
         Wilmington, Delaware 19899-0391
         Attention: Michael R. Nestor, Esq.
                    Matthew B. Lunn, Esq.

      Counsel for the Official Committee of Unsecured Creditors:

         Richards, Layton & Finger, P.A.
         One Rodney Square
         PO Box 551
         Wilmington, Delaware 19899
         Attention: John Henry Knight, Esq.

      The United States Trustee:

         Office of the United States Trustee
         844 King Street, Suite 2207
         Lockbox 35
         Wilmington Delaware 19801

CanFibre of Riverside, Inc., a Delaware corporation, developed,
constructed, owned and operated a waste wood recycling facility in
Riverside County, California.  The Facility produced medium
density fiberboard -- MDF -- using a proprietary steam injection
process.  Riverside's facility was unique due to its ability to
use recyclable dry fiber waste materials normally destined for
landfills, such as clean mill residue, construction and demolition
wood, packaging woods and waste panel board, without the use of
environmentally damaging urea formaldehyde resin.

CanFibre tumbled into chapter 11 on October 24, 2000, after it
failed to obtain working capital to operate its commercial scale
MDF plant using steam injection presses.

Howard Seife, Esq., Joseph H. Smolinsky, Esq., N. Theodore Zink,
Jr., Esq., at Chadbourne & Parke LLP, and James L. Patton, Jr.,
Esq., Brendan Linehan Shannon, Esq., Michael R. Nestor, Esq., and
Matthew B Lunn, Esq., at Young, Conaway, Stargatt & Taylor
represent CanFibre.  John H. Knight, Esq., at Richards, Layton &
Finger, P.A., represents the Official Committee of Unsecured
Creditors.  When the Company filed for protection from its
creditors, it listed estimated assets and debts of more than
$100 million each.


CATHOLIC CHURCH: Court Rules Portland to Propose Disclosure Order
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 31,
2005, the Archdiocese of Portland in Oregon sought authority from
the U.S. Bankruptcy Court for the District of Oregon to disclose
19 confidential proofs of claim to certain additional parties.

The Court's Bar Date Order dated January 3, 2005, provides, in
part, for proofs of claim based on child abuse or knowingly
allowing, permitting, or encouraging child abuse, to be filed
confidentially by Portland's claims agent.  The claims would be
designated as "Unknown/Confidential" together with the claim
amount if an amount were listed in the proof of claim.  No other
information was to be placed in the creditor record.  These proofs
of claim were to be segregated by Portland's claims agent and kept
under seal to maintain confidentiality until further court order.

*   *   *

The U.S. Bankruptcy Court for the District of Oregon directs
Portland to work out a proposed order that requires full
disclosure to the Future Claims Representative and counsel for the
Tort Claimant's Committee, gives the Committee's counsel limited
rights to disclose information to the Committee, and provides
claimants an opportunity to object.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CENTRAL WAYNE: Exclusive Solicitation Period Extended to July 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the time period during which Central Wayne Energy
Recovery LP has the exclusive right to solicit acceptances
of its proposed Plan of Liquidation filed on September 17, 2004.
The Debtor's exclusive solicitation period now runs through
July 31, 2005.

The Debtor explains that the extension is necessary to continue
extensive negotiations with the Unsecured Creditors Committee,
regarding the structure of the Plan.

Headquartered in Baltimore, Maryland, Central Wayne Energy
Recovery LP owns a waste-to-energy system facility that converts
the heat energy generated by incinerating waste to electricity.
The Company filed for chapter 11 protection on December 29, 2003
(Bankr. D. Md. Case No. 03-82780).  Maria Chavez Ruark, Esq.,
Piper Rudnick LLP represent the Debtor from its creditors.  When
the Company filed for protection from its creditors, it listed
more than $10 million in assets and more than $100 million in
debts.


CHESAPEAKE CORP: S&P Rates Senior Unsecured Shelf at BB
-------------------------------------------------------
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.

Chesapeake Corp. is a paperboard and plastics packaging producer.


CHEVY CHASE: Moody's Rates Class B-5 Investor Certificate at B2
---------------------------------------------------------------
Moody's Investors Service has assigned ratings ranging from Aaa to
B2 for certain classes of investor certificates of the Chevy Chase
Funding LLC, Mortgage-Backed Certificates, Series 2005-A
residential mortgage securitization.  Moody's analyst, Kruti Muni,
said the ratings are based on the credit quality of the underlying
loans and the credit support provided through subordination of the
subordinate certificates.  The ratings are also based on the
transaction's cash flow and legal structure and on the servicing
ability of Chevy Chase Bank, F.S.B.

The complete rating action is:

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
        Series 2005-A

Class Rating:

   * Class A-1 -- Aaa
   * Class A-1I -- Aaa
   * Class A-2 -- Aaa
   * Class A-2I -- Aaa
   * Class A-NA -- Aaa
   * Class IO -- Aaa
   * Class NIO -- Aaa
   * Class B-1 -- Aa2
   * Class B-1I -- Aa2
   * Class B-1NA -- Aa2
   * Class B-2 -- A2
   * Class B-2I -- A2
   * Class B-2NA -- A2
   * Class B-3 -- Baa2
   * Class B-4 -- Ba2
   * Class B-5 -- B2

The notes are being offered in privately negotiated transactions
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A.


COMPUDYNE CORP: Files Amended 2004 Annual Report with SEC
---------------------------------------------------------
CompuDyne Corporation (Nasdaq:CDCYE) filed its Form 10-K/A for
2004 with the Securities and Exchange Commission.  This filing
completes the Company's SEC filing requirements by providing
management's report on internal control over financial reporting
as of Dec. 31, 2004, and the related report of the Company's
independent registered public accounting firm required by Section
404 of the Sarbanes-Oxley Act of 2002.  Not having timely filed
this report, which was originally due May 2, 2005, was the reason
the Company received its delisting notice from Nasdaq.  The
Company is hopeful that by satisfying its reporting requirements,
the "E" appended to its trading symbol will be removed.

While there were no resultant financial restatements, the Company
did identify a number of areas where controls will require
strengthening - that process is underway.

The cost of implementing Section 404 of Sarbanes-Oxley and related
reporting requirements has been far more expensive than
anticipated due to the extended time period and effort required
for completion.  The total cost recorded to date to complete the
2004 404 Report and requirements for audit and external services,
basically auditors and consultants, totaled $2.8 million.  Of this
amount $1.7 million was recorded in the period January through May
2005.  These requirements are proving to have an overwhelming
impact on near term efforts to return to profitability and have
represented a serious diversion of management time and focus.

"We are pleased to have completed our 404 Report under Sarbanes-
Oxley," said Martin Roenigk, Chairman and CEO.  "While the cost of
implementation, including the very considerable diversion of
management time, has been great, there have been resultant
improvements in controls.  Whether the benefits exceed the very
considerable continuing costs is another matter."

                      Material Weakness

As reported in the Troubled Company Reporter on May 23, 2005,
management has determined that, as of Dec. 31, 2004, the Company
did not maintain effective controls over the accounting for income
taxes, including the determination of income taxes payable,
deferred income tax assets and liabilities and the related income
tax provision.  Specifically, the Company did not have effective
controls over the reconciliation of the difference between the tax
basis and the financial reporting basis of the Company's assets
and liabilities with the deferred income tax assets and
liabilities.  Additionally, there was a lack of oversight and
review over the income taxes payable, deferred income tax assets
and liabilities and the related income tax provision accounts by
accounting personnel with appropriate financial reporting
expertise.  This control deficiency resulted in an audit
adjustment to the fourth quarter 2004 financial statements.
Additionally, this control deficiency could result in a
misstatement of income taxes payable, deferred income tax assets
and liabilities and the related income tax provision that would
result in a material misstatement to annual or interim financial
statements that would not be prevented or detected. Accordingly,
management has determined that this control deficiency constitutes
a material weakness.

To address the material weaknesses, the Company stated in its
Form10-K/A filing, that it:

    (1) plans to ensure that the Company will have sufficient
        personnel with knowledge, experience and training in the
        application of the Company's financial reporting
        requirements by reviewing and adapting the structure of
        the divisional finance organization including the hiring
        of additional experienced personnel.  Additionally, the
        Company plans to ensure that personnel are appropriately
        skilled and that staffing is adequate to support the
        Company's financial reporting responsibilities,

    (2) engaged an outside tax consultant, other than from the
        Company's independent registered public accounting firm,
        and intends to implement an ongoing training program to
        enhance the capabilities of its internal tax personnel,
        and

    (3) instituted new procedures requiring the accounting for all
        significant, non-routine transactions to be approved by
        the Corporate Accounting group.

CompuDyne Corporation provides products and services to the public
security markets.  The Company operates in four distinct segments:
Institutional Security Systems, Attack Protection, Federal
Security Systems, and Public Safety and Justice.


CONTRACTOR TECHNOLOGY: Court Converts Case to Chapter 7 Proceeding
------------------------------------------------------------------
The Honorable Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas converted the Chapter 11 bankruptcy
case of Contractor Technology, Ltd. to a Chapter 7 liquidation
proceeding on June 23, 2005.

Judge Isgur also approved the appointment of Ronald J. Sommers as
the chapter 7 Trustee to oversee the liquidation of the Debtor's
estate.

As reported in the Troubled Company Reporter on June 24, 2005, the
Debtor told the Court it can't sustain its operations because it
has too many customers refusing to make payments for construction
projects.  In addition, the Debtor said that major vendors are
demanding cash payment on delivery for materials and services.

Headquartered in Houston, Texas, Contractor Technology, Ltd. --
http://www.ctitexas.com/-- is a producer of recycled concrete
and asphalt.  The Company filed for chapter 11 protection on
May 13, 2005 (Bankr. S.D. Tex. Case No. 05-37623).  Gregory R.
Travis, Esq., at The Travis Law Firm, represents the Debtor.  When
the Debtor filed for chapter 11 protection, it estimated assets
and debts of $10 million to $50 million.  The Court converted the
Debtor's chapter 11 case to a chapter 7 liquidation proceeding on
June 23, 2005.  Ronald J. Summers is the Chapter 7 Trustee.  Susan
J Brandt, Esq., at Nathan Sommers Jacobs & Gorman represents the
Chapter 7 Trustee.


COVANTA ENERGY: American Ref-Fuel Deal Cues S&P to Lift Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Covanta
Energy Corp. to 'B+' from 'B' and affirmed its 'B+' debt rating
and '2' recovery rating on Covanta's first-lien secured term loan,
revolving credit facilities, and LOC facility and its 'B-' debt
rating and '5' recovery rating on Covanta's proposed second-lien
term loan.  The ratings for Covanta were removed from CreditWatch
with positive implications, and the outlook is now stable.

At the same time, Standard & Poor's lowered its rating on MSW
Energy Holdings LLC's) senior secured notes due 2010 to 'BB-' from
'BB' and the ratings on American Ref-Fuel Co. LLC (ARC) and ARC's
recourse project debt to 'BB+' from 'BBB'.

Standard & Poor's also affirmed its 'BBB' published underlying
rating (SPUR; insured by MBIA) on the Massachusetts Development
Finance Agency (SEMASS Partnership) series 2001 A and B bonds and
removed these from CreditWatch with negative implications.  The
ratings on MSW Energy Holdings II LLC and on ARC and Covanta's
nonrecourse project debt remain unchanged.

The rating actions follow the completion of Covanta's acquisition
of American Ref-Fuel Holdings Corp., the parent of MSW I and MSW
II, from DLJ Merchant Banking Partners and its affiliated
coinvestors and AIG Highstar Capital L.P. and certain of its
affiliates.  Standard & Poor's affirmation of the SPUR on the
SEMASS bonds follows its review of the project structure and
determination that it was similar to ARC's and Covanta's
nonrecourse project debt.  Standard & Poor's believes that in an
insolvency scenario, Covanta's core business position would be
adversely affected if it takes any action that would negatively
affect project cash flows, including debt service on its
nonrecourse project-level municipal debt.

Predictable cash flow and strong cash balances at the Covanta
level allow Standard & Poor's to conclude that the outlook is
stable.  Consolidated credit metrics should improve over the
medium term, as mandatory amortizations, cash sweeps at the
parent, and scheduled step-downs in LOC requirements result in
company deleveraging.  An operating history establishing such a
trend would be necessary for the rating to gain some positive
momentum.  On the other hand, the failure to meet forecasts, which
could result from operating problems or weakening power prices,
could negatively affect the rating.


CREDIT SUISSE: Credit Enhancement Cues Fitch to Lift Ratings
------------------------------------------------------------
Fitch upgrades Credit Suisse First Boston Mortgage Securities
Corp.'s commercial mortgage pass-through certificates, series
1998-C2:

     -- $105.6 million class C certificates to 'AAA' from 'AA+';
     -- $105.5 million class D certificates to 'AA+' from 'A';
     -- $28.8 million class E certificates to 'AA-' from 'BBB+';
     -- $105.6 million class F certificates to 'BB+' from 'BB';
     -- $19.2 million class G certificates to 'BB' from 'BB-'.

Fitch affirms these classes:

     -- $69.1 million class A-1 at 'AAA';
     -- $979.4 million class A-2 at 'AAA';
     -- Interest only class AX at 'AAA';
     -- $105.6 million class B at 'AAA';
     -- $19.2 million class I at 'B-'.

Classes H and J are not rated by Fitch.

The upgrades reflect improved credit enhancement levels resulting
from loan payoffs, amortization, and the defeasance of 37 loans
(18.5%) since issuance.  As of the June 2005 distribution date,
the pool's aggregate principal balance has been reduced 16.6% to
$1.59 billion from $1.92 billion at issuance.  Interest shortfalls
are currently affecting class J.  There are five loans in special
servicing (1.7%).  Fitch currently expects losses on two loans
(0.9%).

The largest loan, for which Fitch is expecting a loss (0.6%), is
secured by a 155,979 square foot retail property located in
Hilliard, OH.  The loan transferred to the special servicer in
April 2004 due to the sole tenant filing bankruptcy.  A receiver
has been appointed to the property and is currently conducting
lease negotiations with the tenant.  The loan is 90 days
delinquent.

The second loan with a Fitch expected loss (0.3%) is secured by a
193-unit limited service hotel in Erie, PA.  The property
transferred to the special servicer in December 2004 due to
monetary default.  The special servicer will soon appoint a
receiver and is dual tracking the property for foreclosure or a
possible forbearance.  The loan is 90 days delinquent.


ELINE ENTERTAINMENT: Apr. 30 Balance Sheet Upside-Down by $445,981
------------------------------------------------------------------
Eline Entertainment Group, Inc. (OTC Bulletin Board: EEGI)
reported financial results for the three and six months ended
April 30, 2005.

Eline Entertainment Group reported revenues of $1,110,602 for the
three months ended April 30, 2005 as compared to revenues of
$1,003,926 for the three months ended April 30, 2004.  The Company
had revenues of $2,099,766 for the six months ended April 30,
2005, as compared to revenues of $1,937,972, respectively, for the
six months ended April 30, 2004.  The increase in revenue during
the fiscal 2005 periods relative to the same periods in fiscal
2004 reflects the positive impact of the company's Storm Depot
International subsidiary, which commenced operations during the
final month of the fiscal 2005 second quarter, contributing
revenue of approximately $91,600 during that period.

Eline Entertainment Group reported net income of $89,437 for the
three months ended April 30, 2005 compared to a net income of
$8,143 during the three months ended April 30, 2004.  The Company
also reported net income of $100,836 for the six months ended
April 30, 2005 compared to a net loss of $577,939 during the six
months ended April 30, 2004.

The company's Storm Depot International subsidiary recently
reported an expansion of its dealer network into southern Palm
Beach County with the appointment of a new licensed dealer located
in Boca Raton, Florida.  The company also recently reported that
it has already received purchase orders totaling $588,000 for June
and July 2005 delivery of its licensed, proprietary E-Panel
hurricane panels.  The expansion of its dealer network is expected
to result in a further increase in the rate of growth in its order
backlog during the course of the hurricane season, which began on
June 1.

Storm Depot International's E-Panel product is a lightweight
translucent hurricane panel.  The panel is unique in that it
affords protection from hurricane force winds, is lightweight and
easy to attach, and yet lets light in, unlike metal or plywood
commonly used by the consumer.  The hurricane season is considered
to begin on June 1 and end on November 30.  Hurricane forecasters
are predicting an above average hurricane season, with Florida
having a better than 50% chance of being impacted by a hurricane.
Hurricane weather expert William M. Gray, from the University of
Colorado, has predicted another active hurricane season with 13
named storms, 7 hurricanes and 3 major hurricanes.

Eline Entertainment Group, Inc. is seeking to acquire undervalued
opportunities in traditional industries. Its Industrial Holding
Group division owns Industrial Fabrication and Repair, Inc., an
established company with over 20 years of experience in component
sales, machining, specialty design and fabrication for conveyor
systems used in the movement of raw materials, finished goods and
supplies in its customers' manufacturing processes.  Its customers
are engaged in various industries in the manufacturing sector,
including mining operations, paper, steel mills, rock quarry
operations and bottling facilities located in the southeastern
United States.  Eline Entertainment Group has recently announced
that its Board of Directors has approved changing the corporate
name to Grande International Holdings, Inc.

At Apr. 30, 2005, Eline Entertainment Group, Inc.'s balance sheet
showed a $445,981 stockholders' deficit, compared to a $542,918
deficit at Jan. 31, 2005.


EL PASO: Successfully Remarkets $272 Million of Senior Notes
------------------------------------------------------------
El Paso Corporation (NYSE: EP) successfully remarketed
$272,102,000 aggregate principal amount of its Senior Notes due
Aug. 16, 2007, through a Rule 144A offering with registration
rights.  The notes originally bore interest at 6.14% per annum and
formed a portion of El Paso's outstanding 9.00% equity security
units, which were issued in June 2002.  Interest on the remarketed
notes will accrue from May 16, 2005 at 6.14%, and will be reset to
7.625% per year effective on and after the closing of the
remarketing, which is expected to occur on or about July 1, 2005.
The notes were remarketed at a price of 101.710%, with a yield to
maturity of 7.205%, and upon closing of the remarketing, will no
longer be a part of the equity security units.  El Paso will pay
interest on the remarketed notes quarterly on Feb. 16, May 16,
Aug. 16, and Nov. 16 of each year.

The notes are senior unsecured obligations of El Paso Corporation,
which rank equally in right of payment with its other existing and
future unsecured senior indebtedness and are not guaranteed by any
affiliates of El Paso Corporation.

The notes were offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933 as amended and to persons outside the United States
under Regulation S under the Securities Act.  The notes have not
been registered under the Securities Act and may not be offered or
sold in the United States without registration or an applicable
exemption from the registration requirements.  This press release
shall not constitute an offer to sell or a solicitation of any
offer to buy such securities and is issued pursuant to Rule 135c
under the Securities Act.

El Paso Corporation -- http://www.elpaso.com/-- provides natural
gas and related energy products in a safe, efficient, and
dependable manner.  The company owns North America's largest
natural gas pipeline system and one of North America's largest
independent natural gas producers.

                         *     *     *

As reported in the Troubled Company Reporter on March 4, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to El
Paso Corp.'s subsidiary Colorado Interstate Gas Co.'s planned
$200 million senior unsecured notes.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit ratings on El Paso and its subsidiaries and revised the
outlook on the companies to stable from negative.

The outlook revision reflects El Paso's progress on restructuring
its business and the company's improved liquidity ahead of large
debt maturities in the next three years.

"The stable outlook reflects the expectation that El Paso will
continue to address adequately the company's operational and
financial issues," said Standard & Poor's credit analyst Ben
Tsocanos.

"Although liquidity is not an immediate concern, El Paso will
struggle to produce enough cash flow to barely cover its debt
service as it tackles the challenges in its plan," said Mr.
Tsocanos.


EMMIS COMMS: Earns $10.4 Million of Net Income in First Quarter
---------------------------------------------------------------
Emmis Communications Corporation (Nasdaq: EMMS) reported results
for its first fiscal quarter ended May 31, 2005.

For the first fiscal quarter, reported net revenue was
$161.8 million, compared to $153 million for the same quarter of
the prior year, an increase of 6%.  On a pro forma basis, net
revenue for the quarter was $162.7 million, compared to
$157.5 million for the same quarter of the prior year, an increase
of 3%.  The first quarter of the prior year included a loss on
debt extinguishment of $97 million.

The Company reported a $10,378,000 net income for the three months
ended May 31, 2005, compared to a $73,570,000 net loss for the
same quarter last year.

"Exploring strategic alternatives for our television group and
buying back stock are designed to give Emmis more flexibility to
grow as opportunities become available in our core areas," Emmis
Chairman and CEO Jeff Smulyan said.  "With the activity of the
quarter and the continuing competitive challenges, the focus shown
by the Emmis team lays the groundwork for another successful
year."

For the first quarter, reported radio net revenues increased 13%,
while pro forma radio net revenues (including WLUP-FM and the
Emmis radio network in Slovakia) increased 7%.  Television net
revenues decreased 3% and publishing net revenues increased 12%.

For the first quarter, operating income was $36.7 million,
compared to $34.7 million for the same quarter of the prior year.
Emmis' station operating income for the first quarter was $59.3
million, compared to $60.5 million for the same quarter of the
prior year.

Under the terms of Emmis Operating Company's senior bank credit
facility, Emmis Communications Corporation total consolidated
debt-to-EBITDA leverage was 6.0x as of May 31, 2005, down from
6.9x a year ago.

International radio net revenues and station operating expenses
for the quarter ended May 31, 2005 were $4.5 million and $3.8
million, respectively.

                 "Dutch Auction" Tender Offer

During the first quarter, Emmis announced a "Dutch Auction" tender
offer, in which Emmis offered to purchase for cash up to
20,250,000 shares of its Class A common stock at a price per share
not less than $17.25 and not greater than $19.75.  At closing,
Emmis accepted for purchase 20,250,000 Class A shares at a
purchase price of $19.50 per share, for a total cost of
$394.9 million.  The Class A shares accepted for purchase
represent approximately 83.42% of the shares properly tendered at
that price and approximately 38.98% of Emmis' 51,955,872 Class A
shares issued and outstanding as of June 13, 2005.  As a result of
the completion of the tender offer, immediately following payment
for the tendered Class A shares, Emmis expects that approximately
31,769,105 Class A shares are currently issued and outstanding.

On May 10, Emmis announced it was seeking strategic alternatives
for its 16-station Television Division.  Emmis has engaged the
Blackstone Group to facilitate this process.  Confidential
information memorandums have been sent to interested parties, and
the process will continue in an orderly fashion.

                      D.EXPRES Acquisiton

Also during the first quarter, the company finalized its
acquisition of D.EXPRES, a.s., a Slovakian company that owns and
operates Radio Expres, a national radio network in Slovakia, one
of the world's fastest growing economies.  The purchase price was
approximately $12.6 million, and the acquisition closed on
March 10, 2005.

Subsequent to the quarter end, the company announced its issuance
of $350 million of floating rate senior notes in a Rule 144A
offering.  The offering closed on June 21, 2005.  Emmis used the
proceeds from the offering of the floating rate senior notes,
together with the proceeds of other indebtedness, to:

    (i) repurchase a portion of its outstanding shares of Class A
        common stock pursuant to its Dutch Auction tender offer,

   (ii) repay or refinance indebtedness, and

  (iii) pay fees and expenses relating to these and related
        transactions.

It also may purchase shares of its Class A common stock in open
market transactions.

On March 1, 2005, Emmis granted approximately 250,000 shares of
restricted stock to certain of its employees in lieu of stock
options, which significantly reduced the Company's annual stock
option grant.  Although Emmis does not expect to begin expensing
stock options until at least March 1, 2006 (pursuant to SFAS No.
123R), it expenses the value of these restricted stock grants over
their applicable vesting period, which ranges from 2 to 3 years.
Noncash compensation expense associated with these grants in the
quarter ended May 31, 2005 was $500,000 and is included in the
corporate segment in theallocation of noncash compensation
expense.   The Company expects the expense associated with these
restricted stock grants to be approximately $2.0 million in fiscal
2006.

Pro forma calculations assume the following events all had
occurred on March 1, 2004:

    (a) the acquisition of WLUP-FM in Chicago in January 2005, and

    (b) the acquisition of a radio network in Slovakia in March
        2005.

Emmis Communications Corporation -- http://www.emmis.com/-- an
Indianapolis-based diversified media firm with radio broadcasting,
television broadcasting and magazine publishing operations.  Emmis
owns 23 FM and 2 AM domestic radio stations serving the nation's
largest markets of New York, Los Angeles and Chicago as well as
Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, IN.
Emmis has recently announced its intent to seek strategic
alternatives for its 16 television stations, which could result in
the sale of all or a portion of its television assets.  In
addition, Emmis owns a radio network, international radio
stations, regional and specialty magazines and ancillary
businesses in broadcast sales and book publishing.

                          *     *     *

As reported in the Troubled Company Reporter on May 26, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Emmis Communications Corp.'s proposed $300 million senior
unsecured floating-rate notes due 2012.  The rating was also
placed on CreditWatch with negative implications.  Proceeds from
the proposed transaction are expected to be used to fund share
repurchases.  The radio and television broadcasting company had
approximately $1.2 billion in debt outstanding at Feb. 28, 2005.

"The notes are rated two notches below the current 'B+' corporate
credit rating, recognizing that this holding company obligation is
judged to be junior and to have relatively worse recovery
prospects than operating company debt," said Standard & Poor's
credit analyst Alyse Michaelson Kelly.

All ratings on Emmis, including the 'B+' long-term corporate
credit rating, remain on CreditWatch with negative implications.
The CreditWatch listing reflects concerns related to the company's
plans to buy back its shares at a cost of up to $400 million,
which, if entirely debt-financed, could increase the company's
total debt to EBITDA ratio to more than 8x, from around 6x at Feb.
28, 2005.  Additional uncertainty relates to the size of proceeds
of a potential sale of all or a portion of Emmis' TV business.

Growth in radio advertising is expected to be in the very low
single digits in 2005.  Industry-related concerns persist as to
when convincing growth in general radio ad demand will resume.

In resolving the CreditWatch listing, Standard & Poor's will
monitor the company's progress in restoring debt to EBITDA to a
range appropriate for a 'B+' rating, which would likely be
accomplished by using proceeds from TV station sales to pay down
debt.  The anticipated asset sales are expected to be completed in
the next 12 months.  Management's long-term commitment to credit
quality and broader strategic mission from a business perspective,
given radio advertising's anemic growth and pressure on the
company's stock price, will also be considered.  Standard & Poor's
currently believes that downside risk is limited to one notch.


ENESCO GROUP: Obtains Credit Facility Waiver from Lenders
---------------------------------------------------------
Enesco Group, Inc. (NYSE:ENC) obtained a waiver of its minimum
EBITDA covenant default for April 2005 and May 2005 and a waiver
of compliance with this covenant through July 31, 2005, from Fleet
National Bank, agent under its existing United States credit
facility with Fleet National Bank and LaSalle Bank N.A.

Enesco and Fleet are discussing revisions to the financial
covenant terms for the remainder of 2005.  There is no assurance
that the Company will be successful in renegotiating the covenant
terms for the remainder of 2005.

At March 31, 2005, Enesco's balance sheet showed $187 million in
assets and liabilities totaling $93 million.

                     About Enesco Group, Inc.

Enesco Group, Inc. -- http://www.enesco.com/-- is a world leader
in the giftware, and home and garden decor industries.  Serving
more than 40,000 customers globally, Enesco distributes products
to a wide variety of specialty card and gift retailers, home decor
boutiques as well as mass-market chains and direct mail retailers.
Internationally, Enesco serves markets operating in Europe,
Canada, Australia, Mexico, Asia and the Pacific Rim.  With
subsidiaries located in Europe and Canada, and a business unit in
Hong Kong, Enesco's international distribution network is a leader
in the industry.  The Company's product lines include some of the
world's most recognizable brands, including Heartwood Creek by Jim
Shore, Walt Disney Company, Walt Disney Classics Collection, Pooh
& Friends, Nickelodeon, Bratz, Halcyon Days, Lilliput Lane and
Border Fine Arts, among others.

                What Happened to Precious Moments?

On May 17, 2005, Enesco entered into an amendment to its License
Agreement with Precious Moments, Incorporated.  The amendment
provides for the transition of responsibilities for the
manufacturing, exporting, importing, distribution, marketing and
selling of the Precious Moments product line from Enesco to PMI.
Pursuant to the amendment, the License Agreement will terminate
on July 1, 2005.  In connection with termination of the License
Agreement on July 1, 2005, Enesco will transfer the U.S. Precious
Moments product inventory and certain other assets, as well as
certain liabilities, related to the Precious Moments business to
PMI. Any payment received by Enesco from PMI for such assets
will offset royalties payable by Enesco on October 1, 2005, as
described below.  Following termination of the License Agreement,
Enesco will provide certain transitional services to PMI with
respect to the Precious Moments business, on an as-needed basis,
through December 31, 2006.

Under the amendment, Enesco agreed to make a royalty payment of
approximately $7,170,000 for periods ending on or prior to
December 31, 2004, payable in an installment of $1,800,000 paid on
March 31, 2005, and installments of approximately $1,790,000 due
on each of July 1, 2005, October 1, 2005 and January 2, 2006.
Under the amendment, the annual minimum royalty for 2005 payable
by Enesco under the License Agreement was decreased from
$15,000,000 to $4,000,000, payable in installments of $2,000,000,
one of which was paid on March 31, 2005 and the second of which is
due on July 1, 2005. Under the terms of the amendment, no further
royalties will be payable by Enesco after 2005.


ENESCO GROUP: Retains Keystone Consulting for Cost Reduction
------------------------------------------------------------
Enesco Group, Inc. (NYSE:ENC) has retained the services of
Keystone Consulting Group in an effort to help Enesco identify
opportunities for cost reduction, and organizational and
operational improvement.  Keystone is a Chicago-based management
and turnaround consulting firm that helps middle market
manufacturing and distribution companies realize their full value.

"Our primary objective in working with Keystone is to identify
ways we can reduce our SG&A in a way that not only allows us to
more economically run our business, but also enables us to be more
effective in the marketplace," said Cynthia Passmore-McLaughlin,
Enesco president and CEO.  "We have reached several significant
goals this year, including renegotiating the Precious Moments
license, converting our warehouse and distribution system to an
upgraded legacy information system, and completing two reductions
at our headquarter office.  Our goal is to accelerate the
alignment of Enesco expenses with our current revenue by
evaluating our resources and priorities moving forward."

At March 31, 2005, Enesco's balance sheet showed $187 million in
assets and liabilities totaling $93 million.

Enesco Group, Inc. -- http://www.enesco.com/-- distributes
products to a wide variety of specialty card and gift retailers,
home decor boutiques as well as mass-market chains and direct mail
retailers.  Internationally, Enesco serves markets operating in
Europe, Canada, Australia, Mexico, Asia and the Pacific Rim.  With
subsidiaries located in Europe and Canada, and a business unit in
Hong Kong, Enesco's international distribution network is a leader
in the industry.  The Company's product lines include some of the
world's most recognizable brands, including Heartwood Creek by Jim
Shore, Walt Disney Company, Walt Disney Classics Collection, Pooh
& Friends, Nickelodeon, Bratz, Halcyon Days, Lilliput Lane and
Border Fine Arts, among others.

                What Happened to Precious Moments?

On May 17, 2005, Enesco entered into an amendment to its License
Agreement with Precious Moments, Incorporated.  The amendment
provides for the transition of responsibilities for the
manufacturing, exporting, importing, distribution, marketing and
selling of the Precious Moments product line from Enesco to PMI.
Pursuant to the amendment, the License Agreement will terminate
on July 1, 2005.  In connection with termination of the License
Agreement on July 1, 2005, Enesco will transfer the U.S. Precious
Moments product inventory and certain other assets, as well as
certain liabilities, related to the Precious Moments business to
PMI. Any payment received by Enesco from PMI for such assets
will offset royalties payable by Enesco on October 1, 2005, as
described below.  Following termination of the License Agreement,
Enesco will provide certain transitional services to PMI with
respect to the Precious Moments business, on an as-needed basis,
through December 31, 2006.

Under the amendment, Enesco agreed to make a royalty payment of
approximately $7,170,000 for periods ending on or prior to
December 31, 2004, payable in an installment of $1,800,000 paid on
March 31, 2005, and installments of approximately $1,790,000 due
on each of July 1, 2005, October 1, 2005 and January 2, 2006.
Under the amendment, the annual minimum royalty for 2005 payable
by Enesco under the License Agreement was decreased from
$15,000,000 to $4,000,000, payable in installments of $2,000,000,
one of which was paid on March 31, 2005 and the second of which is
due on July 1, 2005. Under the terms of the amendment, no further
royalties will be payable by Enesco after 2005.


ENRON CORP: BNP Holds $1 Million Allowed Unsecured Claim
--------------------------------------------------------
BNP Paribas and BNP Commodity Futures, Inc., assert claims
against Enron Corp. or Enron North America Corp.:

    Claimant       Claim No.   Debtor      Claim Amount
    ---------      --------    ------      ------------
    BNP Paribas      18516     Enron       "at least" $1,001,271
    BNP Paribas      13853     Enron       Unliquidated
    BNP Paribas      25052     Enron       Unliquidated
    BNP Paribas      23736     ENA         Unliquidated
    BNP Commodity    23739     Enron       Unliquidated

To resolve the Claims, the BNP Entities and the Reorganized
Debtors agree that:

    1. Claim No. 18516 will be allowed as Class 4 general
       unsecured claim against Enron for $1,001,271.

    2. Claim No. 13853 will be disallowed to the extent that it
       seeks any distribution from any of the Reorganized Debtors'
       estates or any other affirmative relief against Enron,
       provided that the claims asserted are preserved and may be
       asserted, if necessary, for defensive purposes only by
       BNP Paribas.  Enron will reserve all rights to contest or
       challenge any defenses.

    3. Claim Nos. 25052, 23736 and 23739 will be deemed withdrawn
       and disallowed in their entirety.

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: Settles Morgan Stanley Claim for $6.8 Million
---------------------------------------------------------
On Oct. 15, 2002, Morgan Stanley Credit Products, Ltd., filed
an unsecured claim -- Claim No. 14398 -- against Enron Corp. for
$6,766,781 based on a Deed of Guaranty between them, dated
Oct. 26, 2000.  The Claim also asserts contingent claims
including constructive trust, fraudulent conveyance and unjust
enrichment.

Enron objected to the Claim based on lack of supporting
documentation and the assertion of the Contingent Claims.

Following arm's-length negotiations, the parties stipulate that
Claim No. 14398 will be allowed in full as a Class 4 general
unsecured claim.  In addition, Morgan Stanley waives all
Contingent Claims, including any right to amend or seek
reconsideration under Section 502(j) of the Bankruptcy Code, and
other rights to recovery in connection with the Contingent
Claims.

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


ENRON: Werra Papier Holds $1 Million Unsecured Claim
----------------------------------------------------
Enron Capital & Trade Resources International Corp. and Werra
Papier Wernshausen GmbH are parties to a Commodity Swap Agreement
dated November 8, 2000.

Werra Papier demanded payment from ECTRIC for administrative
expenses totaling $1,040,282.  Subsequently, Werra revised the
claim amount to $1,164,341.  The Debtors assert that the claim
was not entitled to administrative priority under Sections 507
and 503 of the Bankruptcy Code.

Werra also filed Claim No. 25022 asserting $1,164,341
representing ECTRIC's postpetition debts through February 2004.

In a Court-approved stipulation, the parties agree that:

    1. Claim No. 25022 will be allowed as a Class 42 general
       unsecured claim against ECTRIC for $1,450,000, net of all
       setoffs and deductions.

    2. All Scheduled Liabilities related to Werra Papier are
       disallowed in their entirety in favor of the Allowed Claim.

    3. They will exchange mutual releases of claims under all
       contracts, including the Swap Agreement.

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)


FIELDS COMPANY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Fields Company LLC
        2240 Taylor Way
        Tacoma, Washington 98421

Bankruptcy Case No.: 05-45967

Chapter 11 Petition Date: June 28, 2005

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Timothy W. Dore, Esq.
                  Ryan Swanson & Cleveland, PLLC
                  1201 3rd Avenue, Suite 3400
                  Seattle, Washington 98101-3034
                  Tel: (206) 464-4224

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Imperial Oil Limited          Trade debt                $486,743
P.O. Box 2220
Edmonton, AB T5J 3Z4
Canada

Mule-Hide Manufacturing       Trade debt                $329,643
P.O. Box 707
Cornell, WI 54732

Tesoro Refining &             Trade debt                $193,615
Marketing Co.
300 Concord Plaza Drive
San Antonio, TX 78216

Certainteed Corporation       Trade debt                $139,463

Eisenhower & Carlson          Legal services             $85,986

Matson Integrated Logistics   Trade Debt                 $79,890

Card Services                 Trade Debt                 $67,586

PT Hutchins Company Ltd.      Trade Debt                 $66,236

Emerald City Paper &          Trade Debt                 $51,720
Packaging

Penske Truck Leasing Co. LP   Trade Debt                 $50,903

Innovative Adhesives Company  Trade Debt                 $46,298

Rhino Container               Trade Debt                 $46,190

American Solutions for Bus.   Trade Debt                 $45,517

3M Corporation                Trade Debt                 $40,038

Ashland Inc.                  Trade Debt                 $36,757

Girard Wood Products Inc.     Trade Debt                 $34,607

Ryco Packaging Corporation    Trade Debt                 $31,711

ISK Bioscides Inc.            Trade Debt                 $30,467

Johnson-Cox Company           Trade Debt                 $30,329

Aetna                                                    $29,047


FISHER SCIENTIFIC: Moody's Rates $500M Sr. Sub. Notes at Ba3
------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba3 to Fisher
Scientific International, Inc.'s $500 million Senior Subordinated
Notes.  Moody's also affirmed Fisher's existing ratings.  The
outlook for Fisher's ratings is positive.

The rating actions include:

Ratings assigned:

   * Ba3 rating to $500 million, Senior Subordinated notes,
     due 2015

Ratings Affirmed:

   * Ba2 senior implied rating

   * Ba2 rating to $500 million Senior Secured Guaranteed Revolver
     due 2009

   * Ba2 rating to $250 million Senior Secured Guaranteed US
     Dollar Term Loan A due 2009

   * Ba2 rating to $150 million Senior Secured Guaranteed US
     Dollar Term Loan B due 2011

   * Ba2 rating to $300 million Senior Secured Delayed-Draw US
     Dollar Term Loan A due 2009

   * Ba2 rating to $300 million 2.50% senior unsecured convertible
     notes due 2023

   * Ba2 rating to $345 million floating rate senior convertible
     contingent notes (CODES) due 2033

   * Ba3 rating to $300 million 3.25% senior subordinated
     convertible notes due 2024

   * Ba3 rating to $304 million 8.125% senior subordinated notes
     due 2012

   * Ba3 rating to $300 million 8% senior subordinated notes due
     2013, to be withdrawn following the transaction

   * Ba3 rating to $300 million 6.75% Senior Subordinated Notes
     due 2014

The ratings reflect:

   * a rapid expansion in operating cash flow following the
     Apogent merger;

   * a positive mix shift in revenues towards higher margin;

   * self-manufactured and private label products;

   * an expansion in operating margins through $100 million in
     cost savings from the merger and other efficiencies;

   * a continued trend in lowering working capital investments as
     a percentage of sales; and

   * the use of cash flow to retire debt.

The ratings also consider:

   * Fisher's strong global footprint and supply chain;

   * a recurring base of revenue as consumables account for 80% of
     revenues;

   * a diversified base of over 350,000 customers and 600,000
     products; and

   * its leading position in the U.S. market.

Factors limiting the ratings include:

   * the company's currently high leverage;

   * risks of integrating Apogent;

   * an aggressive history of acquisitions;

   * potential conflict with its suppliers because of its "go to
     market" strategy; and

   * modest internal growth expected for its core markets.

Moody also notes that same store constant currency revenue growth
at its healthcare segment, excluding the impact of acquisitions
and foreign currency translations, has been sluggish, while
constant currency revenue growth at its laboratory workstation
business has recently declined by almost 15%.

The positive rating outlook reflects the favorable prospects in
Fisher's business and the significant improvement in the company's
financial performance in recent years.  Growth in the company's
revenues, operating earnings and operating margins has led to a
strengthening in the company's credit profile and we expect this
momentum to continue over the medium term.  Moody's expects any
large future acquisitions or combinations of acquisitions would be
financed in such a way as to limit a meaningful deterioration in
Fisher's credit profile.

Specifically, a ratings upgrade would be a function of
demonstrating a sustainable ratio of operating cash flow to total
debt in the range of 20%-25% and a ratio of free cash flow to
total debt of at least 15%.  Factors favoring a further ratings
improvement include the stability of Fisher's business and its
revenues and a longer track record of managing a more conservative
capital structure.

Fisher is expected to issue $500 million in Senior Subordinated
Notes, due 2015.  The proceeds will be used to retire $300 million
of 8% Senior Subordinated Notes, due 2013, and to fund the recent
acquisition of McKesson Bioservices and for corporate purposes.

The Ba3 rating on the Senior Subordinated Notes reflects Moody's
expectations that the ultimate recovery rates and expected loss
for subordinated notes will be less than the recovery rates for
the senior secured loans.  As a result, the Subordinated Notes are
rated one notch below the senior implied rating.  Further, under a
distress scenario, Moody's believes that there is more than
adequate coverage of total debt in a distress scenario using a
conservative estimate of enterprise value.

Fisher Scientific International, Inc., based in Hampton, New
Hampshire, distributes and manufactures an array of products to:

   * the scientific research;
   * clinical laboratory; and
   * industrial safety markets, both domestic and international.

Revenues in 2004 were approximately $4.7 billion.


FISHER SCIENTIFIC: Launches Cash Tender Offer for 8% Sr. Sub. Debt
------------------------------------------------------------------
Fisher Scientific International Inc. (NYSE: FSH) is commencing a
cash tender offer for all $300 million principal amount of its
outstanding 8% senior subordinated notes due 2013.

The company is offering to purchase the 8 percent notes at a price
per $1,000 principal amount based on the sum of:

     (1) the present value of $1,040, the redemption price on
         Sept. 1, 2008, and

     (2) the present value of the scheduled interest payments
         through Sept. 1, 2008.

The present value will be calculated using a discount rate equal
to a fixed spread of 50 basis points over the yield of the 3-3/4
percent U.S. Treasury Note due May 15, 2008.

In connection with the tender offer, the company is soliciting
consents to proposed amendments to the indenture governing the
notes, which would eliminate substantially all of the restrictive
covenants and amend certain events of default.  Holders who tender
on or prior to the consent payment deadline will receive the total
consideration described above, which includes a $30.00 consent
payment per $1,000 principal amount of notes.  Holders who tender
after the consent payment deadline will receive the total
consideration minus the $30.00 consent payment.  The consent
payment deadline is 5 p.m. Eastern Daylight Time (EDT) on July 13,
2005.  Holders who validly tender their notes by the consent
payment deadline will receive payment on or about July 15, 2005.

The tender offer is scheduled to expire at midnight EDT on
July 27, 2005, unless extended or earlier terminated.  However, no
consent payments will be made in respect of notes tendered after
the consent payment deadline.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including a requisite consent
condition, receipt of financing on terms acceptable to the company
in an amount sufficient to fund the offer and other general
conditions.

Requests for documents may be directed to Global Bondholder
Services Corporation, the depositary and information agent for the
offer, at 212-430-3774 (collect) or 866-804-2200 (U.S. toll-free).
Additional information concerning the tender offer and consent
solicitation may be obtained by contacting Deutsche Bank
Securities Inc., attention Patricia McGowen at 800-553-2826 or
Banc of America Securities LLC, High Yield Special Products at
704-388-9217 (collect) or 888-292-0070 (U.S. toll-free).

Fisher Scientific International Inc. (NYSE: FSH) --
http://www.fisherscientific.com/-- provides products and services
to the scientific community.  Fisher facilitates discovery by
supplying researchers and clinicians in labs around the world with
the tools they need.  The Company serves pharmaceutical and
biotech companies; colleges and universities; medical-research
institutions; hospitals; reference, quality-control, process-
control and R&D labs in various industries; as well as government
agencies.  From biochemicals, cell-culture media and proprietary
RNAi technology to rapid-diagnostic tests, safety products and
other consumable supplies, Fisher provides more than 600,000
products and services.  This broad offering, combined with
Fisher's globally integrated supply chain and unmatched sales and
marketing presence, helps make our 350,000 customers more
efficient and effective at what they do.

                        *     *     *

Moody's Investors Service and Standard & Poor's assigned single-B
ratings to Fisher Scientific's:

   -- 6-3/4% senior subordinated notes due Aug. 15, 2014,
   -- 8% senior subordinated notes due Sept. 1, 2013, and
   -- 8-1/8% senior subordinated notes due May 1, 2012.


FORT HILL: Asks Court to Formally Close Chapter 11 Cases
--------------------------------------------------------
Fort Hill Square Associates and Fort Hill Square Phase 2
Associates ask the U.S. Bankruptcy Court for the District of
Massachusetts to enter a final decree closing their chapter 11
cases.

D. Ethan Jeffery, Esq., at Hanify & King, in Boston,
Massachusetts, reminds the Court that it confirmed the company's
Second Amended Plan of Reorganization on January 7, 2005.  The
Plan became effective on January 10, 2005, and the plan's been
substantially consummated.

Mr. Jeffery reports that Fort Hill Square Associates paid $526,597
to its professionals.  Fort Hill Square Phase 2 paid $386,059 to
its professionals.

Fort Hill Square Associates paid $1,228,892 to their unsecured
creditors.  Fort Hill Square Phase 2 paid $861,927.

Pursuant to the Plan, these claims were paid in full:

     * administrative claims
     * priority tax claims
     * miscellaneous secured claims
     * Boston Funding acquired claims

Headquartered in Boston, Massachusetts, Fort Hill Square
Associates, manages and develops One International Place that
consists of two separate but interconnected office towers
consisting of over 1.8 million square feet.  The Company filed for
chapter 11 protection on May 7, 2004 (Bankr. Mass. Case No.
04-13855).  Alex M. Rodolakis, Esq., at Hanify & King represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from their creditors, they listed both
estimated assets and debts of over $100 million.


GATEWAY EIGHT: Has Until Oct. 2 to Decide on Ground Leases
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
extended Gateway Eight Limited Partnership's time to decide
whether to assume, assume and assign, or reject its Ground Leases.
The Debtor has until Oct. 2, 2005, to make those decisions.

The Debtor's real property, known as the Gateway Building or
American Express Plaza is located at One American Express Plaza,
aka 99 Park Row, in Providence, Rhode Island.  Developed by
Congress Group Ventures, Inc., the four-story Gateway Building
consists of approximately 113,609 rentable square feet and a two-
level subterranean parking garage with approximately 150 parking
spaces.

The Debtor holds title to and owns 100% of the Gateway Building.
The Debtor also owns 100% of the leasehold interest in the land
upon which the Gateway Building is located, together with the
Gateway Building.

On May 18, 2005, the Court approved the Stipulation between the
Debtor and the Employees' Retirement System of Rhode Island,
acting by and through the State Investment Commission.  According
to the Stipulation, ERS will file a plan of reorganization.
Confirmation of the ERS Plan is expected to be on or before
Sept. 2, 2005.

The ERS Plan says that any qualification proceeding to the Ground
Lease will start after confirmation of the ERS Plan.

Macken Toussaint, Esq., at Goodwin Procter LLP in Boston,
Massachusetts, tells the Court that the Ground Lease extension
will permit the implementation of the Stipulation and the ERS
Plan.

The limited partners of the Gateway Eight Limited Partnership
include:

   -- Congress Eight Limited Partnership, a Massachusetts limited
      partnership, which holds an 89% interest in the Debtor,

   -- Michael Caparco, who holds a 10% interest in the Debtor,

   -- CGV Realty Inc., a Massachusetts corporation, the sole
      general partner of the Debtor, which holds a 1% interest in
      the Debtor.

Headquartered in Boston, Massachusetts, Gateway Eight Limited
Partnership -- http://www.congressgroup.com/-- is a real estate
development, construction, property & asset management and
investment company.  The Debtor filed for chapter 11 protection on
Nov. 30, 2004 (Bankr. Mass. Case No. 04-19692).  Macken Toussaint,
Esq., at Goodwin Procter LLP, represents the Debtor.  When the
Company filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


GERALD ENGLUND: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gerald Wayne Englund
        7538 Old Scenic Drive
        Neosho, Missouri 64850

Bankruptcy Case No.: 05-30985

Chapter 11 Petition Date: June 29, 2005

Court: Western District of Missouri (Joplin)

Debtor's Counsel: Norman E. Rouse, Esq.
                  Collins, Webster & Rouse
                  20th Street and Prosperity Road
                  P.O. Box 1846
                  Joplin, Missouri 64802-1846
                  Tel: (417) 782-2222
                  Fax: (417) 782-1003

Estimates Assets: $1 Million to $10 Million

Estimates Debts:  $500,000 to $1 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Internal Revenue Service                   $227,016
   Collection Division
   Suite 301, 2345 Grand Boulevard
   Kansas City, MO 64108

   MBNA                                        $38,155
   P.O. Box 15026
   Wilmington, DE 19850-5026

   Farmers Coop                                $15,000
   P.O. Box 80
   Baxter Springs, KS 66713


GLOBALNET INT'L: Bankruptcy Court Dismisses Chapter 11 Case
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
dismissed the chapter 11 case of GlobalNet International, LLC, a
wholly owned subsidiary of GlobalNet Corporation (Pink
Sheets:GLBT).  The Debtor's primary creditors supported the
dismissal.

GlobalNet entered into a securities purchase agreement to raise
$1,750,000 in a private placement through the sale of callable
secured convertible two-year notes bearing a 12% interest rate
with stock purchase warrants issued to existing accredited
institutional investors of GlobalNet Corp.  On June 21, 2005, the
institutional investors purchased $1,070,000 in notes and received
warrants to purchase 1,070,000 shares of GlobalNet Corp.'s common
stock.  The proceeds from the sale of these securities will be
used to settle outstanding debts and for operating capital.

"The progress we have made with our creditors has enabled the
Company to strengthen its balance sheet and improve its prospects
as a pure Voice over Internet Protocol (VoIP) services company in
the rapidly growing VoIP market," Mark T. Wood, GlobalNet's
Chairman and CEO said.  "Our core focus and business model has
received a vote of confidence from these institutional investors;
we intend to execute on the defined plan we have put forward."

GlobalNet Corporation -- http://www.gbne.net/-- is one of the top
ten U.S. service providers of outbound traffic to Latin America
and counts among its customers more than 30 Tier 1 and Tier 2
carriers.  GlobalNet provides international voice, data, fax and
Internet services on a wholesale basis over a private IP network
to international carriers and other communication service
providers in the U.S. and internationally.  GlobalNet's state-of-
the-art IP network, utilizing the convergence of voice and data
networking, offers customers economical pricing, global reach and
an intelligent platform that guarantees fast delivery of value-
added services and applications.

Headquartered in New York, New York, GlobalNet International LLC
is engaged in the wholesale global telecommunications business.
The Company filed for chapter 11 protection on June 30, 2004
(Bankr. S.D.N.Y. Case No. 04-14480).  Scott S. Markowitz, Esq.,
at Todtman, Nachamie, Spizz & Johns, P.C., represented the Debtor
in its chapter 11 case.  When the Debtor filed for protection from
its creditors, it did not disclose its assets but listed
$1,823,799,468 in total debts.


HARVEST OPERATIONS: Moody's Reviews $250M Unsec. Notes' B3 Rating
-----------------------------------------------------------------
Moody's Investors Service placed the B2 Corporate Family Rating
(formerly called the senior implied rating) for Harvest Operations
Corp. and the B3 rating on its US$250 million of 7-year senior
unsecured notes under review for possible downgrade following the
company's announced C$260 million (US$210 million) all-debt funded
acquisition of properties in Northeast British Columbia.  HOC is a
wholly-owned subsidiary of Harvest Energy Trust, a Canadian unit
investment trust.

To fund the deal, management has publicly stated that it will draw
on its secured revolving credit facility for the entire purchase
price.  In order to facilitate this, the current borrowing base
will be expanded to by about C$75 million to C$400 million (US$324
million) which will include the acquired properties.  As a result,
pro forma leverage as measured by total debt on the proven
developed reserves will be historically high at about C$8.92/boe
(US$7.23/boe), which is unsustainable for the current ratings.

Moody's ratings review reflects:

   * the need to assess management's plans to materially reduce
     debt and sustain lower leverage more in line with prior
     levels;

   * the timing and execution of any such plans; and

   * the impact of the increased distribution levels on cash flow
     available for reinvestment.

Though management had made progress in reducing leverage from its
prior peak in Q3'04 of C$8.11/boe, this acquisition pushes
leverage to a new high.  If this very high leverage is not viewed
by Moody's to be temporary or significantly improving in the near-
term, the ratings could be downgraded one notch.  However, if
management has a clear plan to reduce debt in the near-term and
then maintain leverage below C$7.00/boe, Moody's review may result
in a confirmation of the ratings.

The review will also include an analysis of the company's capital
productivity.  Specifically, Moody's will look at:

   * the production trends (which were down about 7% in Q1'05 from
     the prior sequential quarter);

   * reserve replacement; and

   * the run rate finding and development costs through the first
     half of 2005 relative to its 2004 all sources F&D of
     C$15.87/boe.

Significant declines in these trends would signal deteriorating
capital productivity and therefore would magnify risk of higher
leverage and may quite possibly put additional pressure on
management to make additional acquisitions.

The acquisition consists of 14.3 mmboe of total proved reserves
including 12.3 mmboe of proved producing reserves, and net daily
production of approximately 4,160 mboe.  Based on the $260 million
announced price (before any adjustments), the price per daily boe
of production, net of royalties, is C$62,500/boe (US$50,625/boe),
and a high C$21.20/boe (US$17.17/boe) of proved developed reserves
also net of royalties.  Fully loaded for the engineered
development capex to bring the proven undeveloped reserves to the
producing stage, the purchase price is C$22.65/boe (US$18.35/boe).

The properties are located in N.E. British Columbia, and consist
of medium grade oil which contains a significant price
differential, though that differential has historically been
narrower than most of the company's existing oil production.
While the acquisition offers the company diversification of the
existing production and reserve base, it is a new area and
therefore could have a bit of a learning curve before meeting
management's expectations.

Moody's placed these ratings for HOC under review for possible
downgrade:

   * B2 - Corporate Family Rating (formerly the senior implied
     rating)

   * B3 - $250 million 7.875% senior unsecured notes due 2011

   * B3 -- Issuer Rating

Harvest Operations Corp. is a wholly-owned subsidiary of Harvest
Energy Trust which is headquartered in Calgary, Alberta, Canada.


HEARING INNOVATIONS: Awards 100% Equity Ownership to Misonix
------------------------------------------------------------
Misonix, Inc. (Nasdaq: MSON), a developer of ultrasonic medical
device technology for the treatment of cancer and other healthcare
purposes, received 100% of the equity of Hearing Innovations.

As previously disclosed on July 14, 2004, Hearing Innovations sent
all shareholders and creditors a plan for reorganization and
disclosure statement.  Hearing Innovations subsequently filed a
voluntary petition for relief under Chapter 11 of Title 11 of the
Unites States Code on Nov. 30, 2004 with the U.S. Bankruptcy Court
for the Eastern District of New York.  Pursuant to Hearing
Innovations' plan of reorganization and the Order of the
Bankruptcy Court confirming the plan, all equity interest in
Hearing Innovations was cancelled and reissued to Misonix, which
now has become the sole shareholder.

"We are pleased to have been awarded control of Hearing
Innovations as it will contribute to our strategy of developing
and bringing to market a diverse line of ultrasonic medical device
products," said Michael A. McManus, Jr., President and Chief
Executive Office of Misonix.  "We continue to believe in this
technology based upon the limited clinicals that were conducted by
Hearing Innovations.  Studies in Virginia and Japan appear to
confirm the benefits of the HiSonic for the profoundly deaf.

"Through Hearing Innovations and its patented HiSonic technology,
Misonix now possesses additional patents related to ultrasonic
technology.  The patented HiSonic technology holds the potential
to help millions of people.  We believe that the continuation of
small clinical studies, previously stopped by Hearing Innovations
because of a lack of funding, will support the technology and its
benefits.  Our plans include continued testing of Hearing
Innovations products to build to our clinical database, as well as
looking for strategic partners."

Studies profiled in scientific literature continue to suggest that
bone conduction through ultrasonic stimulation may provide an
alternative therapeutic approach for the rehabilitation of severe
hearing loss in hearing impaired and profoundly deaf subjects
(Hosoi et al 1998; Lenhardt et al 1991; Nishmura et al 2003; and
Lenhardt et al 2003).  Hearing Innovations was unable to raise
sufficient funds to continue to expand upon this earlier work.

According to Jack Vernon, Ph.D., a pioneer in tinnitus research at
the Oregon Health Science University and author of "Tinnitus,
Treatment and Relief," "The effect of the HiSonic-TRD on my
tinnitus was amazing to me.  This high frequency bone conductor
was capable of completely masking my tinnitus.  The unusual thing
with the HiSonic-TRD was that the masking was produced at a
surprising low level of sound."

In the past, Hearing Innovations had limited revenues and an
accumulation of net operating tax losses of approximately
$4 million.  Misonix expects to continue the work begun by Hearing
Innovations toward the development and commercialization of
products using ultrasound technology to relieve tinnitus and
profound deafness.

Misonix, Inc. -- http://www.misonix.com/-- develops,
manufactures, and markets medical, scientific and industrial
ultrasonic and air pollution systems and maintains a minority
equity position in Focus Surgery as its exclusive manufacturer of
the Sonablate 500.

Headquartered in Farmingdale, New York, Hearing Innovations, Inc.,
develops ultrasonic hearing devices for the profoundly deaf and
people suffering from tinnitus.  The Company filed for chapter 11
protection on Nov. 30, 2004 (Bankr. E.D.N.Y. Case No. 04-87543).
Jeffrey A Wurst, Esq., and Matthew V. Spero, Esq., at Ruskin
Moscou Faltischek PC, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $50,010 in total assets and $1,733,569 in total debts.


HEDSTROM CORP: Hires George Vernon as Special Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Hedstrom Corporation permission to employ George Vernon as
its special counsel to represent the Debtor in personal injury and
product liability cases.

Mr. Vernon will charge his standard $225 hourly rate for legal
services.

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

Headquartered in Arlington Heights, Illinois, Hedstrom Corporation
-- http://www.hedstrom.com/-- manufactures and markets well-
established children's leisure, outdoor recreation and home d,cor
products, including outdoor gym sets, spring horses, trampolines,
skating equipment (through Backyard Products Unlimited, currently
in a Canadian receivership proceeding); play balls (through non-
debtor BBS Industries, Inc.); and arts and crafts kits, game
tables, indoor sleeping bags, play tents and wall decorations
(through ERO Industries).  The Company filed for chapter 11
protection on October 18, 2004 (Bankr. N.D. Ill. Case No. 04-
38543). Allen J. Guon, Esq., and Steven B. Towbin, Esq., at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, represent the
Debtors in their restructuring.  When the Company filed for
chapter 11 protection, it listed estimated assets of $10 million
to $50 million and estimated debts of more than $100 million.


HOME EQUITY: Moody's Rates Class M-10 Sub. Certificate at Ba1
-------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
certificates issued by Home Equity Mortgage Loan Asset-Backed
Trust, Series INABS 2005-B and ratings ranging from Aa1 to Ba1 on
the subordinated certificates.

The securitized pool is comprised of fixed and adjustable rate,
conventional, sub-prime mortgage loans that are secured by first
liens on one-to-four family residential properties originated by
IndyMac Bank F.S.B.  The ratings are primarily based on the
quality of the collateral and the levels of protection afforded by
structural subordination.  The credit quality of the loan pool is
considered by Moody's to be comparable to the collateral pools
backing recent IndyMac subprime securitizations with an expected
loss in the 4% to 5% range.

IndyMac Bank F.S.B. will be the servicer of the mortgage loans.

The complete rating actions are:

   * Class A-I-1, rated Aaa
   * Class A-II-2, rated Aaa
   * Class A-II-3, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-4, rated A1
   * Class M-5, rated A2
   * Class M-6, rated A3
   * Class M-7, rated Baa1
   * Class M-8, rated Baa2
   * Class M-9, rated Baa3
   * Class M-10, rated Ba1


INDUSTRY MORTGAGE: Fitch Affirms Low-B Ratings on 3 Cert. Classes
-----------------------------------------------------------------
Fitch Ratings affirms these IMC home equity loan pass-through
certificates:

   Series 1997-3

     -- Class A6 affirmed at 'AAA';
     -- Class A7 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'BB'.

   Series 1997-5

     -- Class A9 affirmed at 'AAA';
     -- Class A10 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'BB'.

   Series 1998-1

     -- Class A5 affirmed at 'AAA';
     -- Class A6 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'BBB-';
     -- Class B remains at 'C'.

   Series 1998-5

     -- Class A5 affirmed at 'AAA';
     -- Class A6 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A+';
     -- Class B affirmed at 'BB-'.

The affirmations, affecting over $294.89 million of certificates,
are due to stable collateral performance and moderate growth in
credit enhancement.

The above IMC transactions are collateralized by a pool of fixed-
rate, closed-end home equity mortgage loans.  The HEL are secured
by first and second lien mortgages or deeds of trust primarily on
one- to four-family residential properties.  The pools are
seasoned from a range of 81 to 95 months.  The pool factors
(current principal balance as a percentage of original) range from
approximately 5.58% to 9.58% outstanding.

In October 1999, CitiFinancial Mortgage Company acquired IMC
Mortgage Company which is located in Tampa, Florida.

Fitch will continue to closely monitor this deal.

Further information regarding delinquencies, losses and credit
enhancement is available on the Fitch Ratings web site at
http://www.fitchratings.com/


INTERPUBLIC GROUP: Material Weakness Prompts S&P to Continue Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services long-term ratings on The
Interpublic Group of Cos. Inc., including the 'BB-' long-term
corporate credit rating, remain on CreditWatch with negative
implications.  "The company continues to face challenges related
to financial reporting and restoring operating performance to peer
levels," noted Standard & Poor's credit analyst Alyse Michaelson
Kelly.

Interpublic recently announced further senior financial management
turnover and that waivers and amendments have been obtained from
lenders with regard to its 2004 10-K filing date and financial
covenants.

The CreditWatch listing already incorporates Standard & Poor's
concerns about:

    * senior management turnover at Interpublic amid a material
      weakness in internal controls,

    * the delay in filing its 2004 10-K and 2005 first quarter
      10-Q statements,

    * the likelihood that the filing of its 2005 second-quarter
      financial statements will be postponed,

    * the possibility of adjustments to prior-period financial
      statements, and

    * the recurring need for waivers from lenders.

Additional concerns relate to:

    * Interpublic's ability to retain clients and originate new
      business,

    * weak organic revenue growth and margin trends compared to
      peers',

    * the potential repercussions of management departures and
      transitions, and

    * the ongoing investigation by the SEC into the company's
      accounting problems.

A downgrade could result from further delays in filing financial
statements beyond the anticipated Sept. 30, 2005 filing date,
increased uncertainty about the reliability of Interpublic's
financial reporting, or if unanticipated adverse accounting or
operating developments occur.


INTERPUBLIC GROUP: Chief Financial Officer Robert Thompson Resigns
------------------------------------------------------------------
The Interpublic Group (NYSE: IPG) disclosed the resignation of
Robert Thompson as chief financial officer.  Interpublic has
reached tentative agreement with an external candidate to serve as
its new CFO.  For reasons having to do with the candidate's
current professional situation, Interpublic is unable to formally
announce his arrival at this time, but expects to do so during the
second half of July.

"Bob and I have independently come to the conclusion that the next
steps in our company's progress will require new financial
leadership," said Michael Roth, Interpublic's Chairman and CEO.
"Bob came to me late last week to indicate his desire to leave.
Separately, the company had begun the process of seeking new
financial leadership and we have reached tentative agreement with
an external candidate who we look forward to having join us in
early August.  That person has experience in senior finance roles
in related industries - I look forward to having him as my new
partner.  The strong management teams at a number of our agencies,
together with new players recently put into place at Lowe, FCB and
Interpublic media, lead me to believe that we can succeed in
getting Interpublic back on track.  We thank Bob for his
contributions and wish him well in the future."  Effective
immediately, Mr. Roth and Mr. Thompson will jointly manage the
finance function to ensure a smooth transition until the arrival
of the new CFO.

Interpublic Group of Companies Inc. is one of the world's leading
organizations of advertising agencies and marketing-services
companies. Major global brands include Draft, Foote Cone & Belding
Worldwide, FutureBrand, GolinHarris International, Initiative,
Jack Morton Worldwide, Lowe Worldwide, MAGNA Global, McCann
Erickson, Octagon, Universal McCann and Weber Shandwick. Leading
domestic brands include Campbell-Ewald, Deutsch and Hill Holliday.

At Sept. 30, 2004, Interpublic's balance sheet showed
$11.2 billion in assets and $9 billion in liabilities.


INTERPUBLIC GROUP: Secures Waivers & Credit Facility Amendments
---------------------------------------------------------------
The Interpublic Group (NYSE: IPG) secured from its bank syndicate
waivers and amendments to its 364-day and three-year credit
facilities.  These waivers and amendments:

   -- extend the company's financial filing deadline to Sept. 30;

   -- extend the termination date of the 364-day facility through
      Sept. 30, 2005; and

   -- make certain additional modifications to the terms of the
      credit agreements.

The Amendments to the Credit Agreements, among other things:

     (i) require the Company to maintain a daily ending balance of
         $225,000,000 of cash and securities in domestic accounts
         with its lenders as a condition to using the facilities;

    (ii) restrict the Company's ability to make cash acquisitions
         in excess of $7,500,000 in the aggregate until Sept. 30,
         2005;

   (iii) restrict the Company's ability to make certain restricted
         payments such as dividends until Sept. 30, 2005, except
         that the Company may pay dividends on its preferred stock
         and repurchase capital stock in connection with
         employees' exercise of options,

    (iv) restrict the Company's use of borrowings under the Credit
         Agreements to funding known cash requirements of the
         Company in the ordinary course of business (excluding any
         payments of principal on public debt) within fifteen days
         of such requirements becoming due, and

     (v) amend financial covenants with respect to the Company's
         interest coverage ratio, debt to EBITDA ratio and minimum
         EBITDA.

If the Company will not meet its financial reporting obligations
by Sept. 30, 2005, it would be unable to meet the conditions
precedent to drawing under the Credit Agreements or to the
issuance of additional letters of credit under the Three-Year
Credit Agreement.  The lenders under each Credit Agreement would
also have the right to terminate that Credit Agreement and to
accelerate any outstanding principal.  The lenders under the
Three-Year Credit Agreement would also have the right to require
the Company to provide a cash deposit in an amount equal to the
total amount of outstanding letters of credit.  The same
consequences could also result if a restatement of the Company's
financial statements for prior periods results from intentional
misstatements that have a material negative impact on its
financial condition.

At present, the Company said it has no outstanding principal
amounts under either Credit Agreement, and, consistent with its
recent practice, it doesn't currently expect to draw under either
Credit Agreement.  A total of approximately $165 million in
letters of credit is outstanding under the Three-Year Credit
Agreement, no amount of which has been drawn upon by a
beneficiary.

The Interpublic Group of Companies, Inc., is a borrower under a
364-day credit agreement and a three-year credit agreement, dated
as of May 10, 2004 (as amended), arranged by CITIBANK, N.A., as
Agent, for a consortium of lenders comprised of:

   * JPMORGAN CHASE BANK,
   * KEYBANK NATIONAL ASSOCIATION,
   * LLOYDS TSB BANK PLC,
   * HSBC BANK USA,
   * ING BANK,
   * ROYAL BANK OF CANADA,
   * UBS LOAN FINANCE LLC, and
   * SUNTRUST BANK.

Interpublic Group of Companies Inc. is one of the world's leading
organizations of advertising agencies and marketing-services
companies. Major global brands include Draft, Foote Cone & Belding
Worldwide, FutureBrand, GolinHarris International, Initiative,
Jack Morton Worldwide, Lowe Worldwide, MAGNA Global, McCann
Erickson, Octagon, Universal McCann and Weber Shandwick. Leading
domestic brands include Campbell-Ewald, Deutsch and Hill Holliday.

At Sept. 30, 2004, Interpublic's balance sheet showed
$11.2 billion in assets and $9 billion in liabilities.


INTERPUBLIC GROUP: Has Until Sept. 30 to File Financial Reports
---------------------------------------------------------------
The Interpublic Group (NYSE: IPG) expects to file its 2004 annual
report on Form 10-K, as well as reports on Form 10-Q for both the
first and second quarters of this year by Sept. 30, 2005.

The company disclosed that its preliminary financial analysis
currently indicated a likely moderate drop in revenue in the first
quarter of 2005 compared to 2004 and higher operating expenses in
the quarter than in the same period last year.

"I have always been clear that the control environment is our
company's most pressing priority," Michael Roth, Interpublic's
Chairman and CEO, said.  "We are making progress in addressing
this key issue.  We are confident that we will resolve the filing
delay and be current with all our financial reporting by Sept. 30.
We appreciate the continued support from our bank syndicate.  We
also remain focused on serving our clients.  The internal
financial control situation has not had an effect on our ability
to create and deliver world-class marketing programs that help
clients build their brands and their business."

Interpublic indicated that its extensive financial analysis and
review process continues to be substantially manual and broad, in
both accounting and geographic scope.  As previously disclosed,
this review process has identified items that may require
adjustments to prior period financial statements.  Going forward,
the company's plan to remediate internal control weaknesses
includes rolling out an SAP information technology platform and
continuing to develop shared services centers for financial
reporting, as well as hiring and integrating new accounting
personnel.

As agreed in its March 2005 amendments to indentures governing its
five public debt issues, Interpublic will pay an additional fee of
$1.25 per $1,000 aggregate principal amount to consenting
bondholders due to the fact that that its financial filings will
be made by September 30, 2005 but not by June 30, 2005.

Interpublic Group of Companies Inc. is one of the world's leading
organizations of advertising agencies and marketing-services
companies. Major global brands include Draft, Foote Cone & Belding
Worldwide, FutureBrand, GolinHarris International, Initiative,
Jack Morton Worldwide, Lowe Worldwide, MAGNA Global, McCann
Erickson, Octagon, Universal McCann and Weber Shandwick. Leading
domestic brands include Campbell-Ewald, Deutsch and Hill Holliday.

At Sept. 30, 2004, Interpublic's balance sheet showed
$11.2 billion in assets and $9 billion in liabilities.


INTERSTATE BAKERIES: Wants to Walk Away From 18 Real Estate Leases
------------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Western District of Missouri's
authority to reject non-residential real property leases for 18
locations to reduce postpetition administrative costs.

The Debtors intend to reject nine Real Property Leases effective
as of June 8, 2005:

    Lessor                Address of Leased Premises   Lease Date
    ------                --------------------------   ----------
    Tropic Real Estate    3613 South Military Trail,   10/22/1982
    Holding LLC           Lake Worth, Florida

    Jimel Baz d/b/a Baz   312 6th Street NW, Winter    07/30/1990
    Bros. Enterprises     Haven, Florida

    Lavin Trust           2615 North 4th Street,       06/23/1992
                          Coeur D'Alene, Idaho

    Equity One Realty &   8655 Regency Park Blvd.,     08/01/1994
    Management            Space 21, Port Richey,
                          Florida

    Chevy Chase Center,   5809 Margate Boulevard,      10/19/1994
    Inc.                  Margate, Florida

    J. Burns Creighton,   4228 North Armenia Avenue,   06/30/1995
    Jr.                   Tampa, Florida

    DRG Properties, Inc.  2086 N.E. 8th Street,        12/18/2000
                          Homestead, Florida

    Cole's Hardware &     5108 South Irby Street,               -
    Supply                Effingham, South Carolina

    Steve Shelton         1625 Pearl Street 2&3,                -
                          Owensboro, Kentucky

The Debtors want to reject another nine Real Property Leases
effective as of June 28, 2005:

    Lessor                Address of Leased Premises   Lease Date
    ------                --------------------------   ----------
    Cross Creek Center,   1238 Capitol Circle, Cross   07/22/1993
    LLC                   Creek Square Shopping
                          Center, Tallahassee,
                          Florida

    Walco Center          1026 East Alfred Street,     01/01/1992
                          Tavares, Florida

    Gainsville Hotel      4035 SW 13th Street (13th    11/18/1998
    Assets, Inc.          and Williston Road),
                          Gainesville, Florida

    Wilbur E. Turner      1818 Elkam Boulevard,        05/03/1999
                          Deltona, Florida

    Claud Bertram         505 French Avenue, Sanford,  05/25/1999
    Nelson, Jr.           Florida

    Lin I. Mayer          515 South Addison Road,      07/08/1969
                          Addison, Illinois

    The Pantry, Inc.      2568 Blanding Boulevard,     02/11/2002
                          Middleburg, Florida

    C & C Properties      103 Miller Street,                    -
                          Fruitland Park, Florida

    Ruben E. Smith        422 North Kennedy Drive,              -
                          Bradley, Illinois

"The resultant savings from the rejection of the Real Property
Leases will favorably affect the Debtors' cash flow and assist
the Debtors in managing their future operations," Paul M.
Hoffmann, Esq., at Stinson Morrison Hecker LLP, in Kansas City,
Missouri, tells Judge Venters.

"By rejecting each Real Property Lease as of the Rejection Date,
the Debtors will avoid incurring unnecessary administrative
charges for rent and other charges and repair and restoration of
each of the Premises that provide no tangible benefit to the
Debtors' estates and will play no part in the Debtors' future
operations."

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)


JERNBERG INDUSTRIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Lead Debtor: Jernberg Industries, Inc.
             328 West 40th Place
             Chicago, Illinois 60609

Bankruptcy Case No.: 05-25909

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Jernberg Sales, Inc.                       05-25910
      Iron Mountain Industries, LLC              05-25912

Type of Business: Jernberg Industries, Inc., is a press forging
                  company that manufactures formed and machined
                  products.  It's customers include Detroit Diesel
                  Corporation, Ford Motor Company, General Motors
                  Corporation, Simpson Industries, Inc., and
                  Toyota Motor Manufacturing, USA, Inc.
                  See http://www.jernberg.com/

Chapter 11 Petition Date: June 29, 2005

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtors' Counsel: Jerry L. Switzer, Jr., Esq.
                  Jenner & Block LLP
                  One IBM Plaza
                  Chicago, Illinois 60611
                  Tel: (312) 923-2974
                  Fax: (312) 840-7374

Debtors' Chief
Restructuring
Officer:          A. Jeffrey Zappone
                  CM&D Management Services, LLC

                           Estimated Assets   Estimated Debts
                            ----------------   ---------------
Jernberg Industries, Inc.   $50 Million to     $50 Million to
                            $100 Million       $100 Million

Jernberg Sales, Inc.        $100,000 to        $50,000 to
                            $500,000           $100,000

Iron Mountain               $10 Million to     $10 Million to
Industries, LLC             $50 Million        $50 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


JOHN GUNARTT: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: John Gunartt
        414 South Scoville
        Oak Park, Illinois

Bankruptcy Case No.: 05-25498

Type of Business: The Debtor is the owner of Key Appraisals, which
                  provides real estate appraisals, and property
                  management and maintenance services.

Chapter 11 Petition Date: June 28, 2005

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: John Ellsworth, Esq.
                  John Ellsworth Law Offices
                  400 South Braintree Drive
                  Schaumburg, Illinois 60193
                  Tel: (866) 621-5700
                  Fax: (847) 895-9055

Total Assets: $1,741,992

Total Debts:    $725,913

Debtor's 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Monogram Bank North America      Credit Card             $30,874
P.O. Box 17054
Wilmington, DE 19884

Citibank USA                     Charge Account          $24,262
P.O. Box 9714
Gray, TN 37615

Discover Financials              Credit Card             $11,325
P.O. Box 15316
Wilmington, DE 19850

Citibank                         Credit Card              $7,112
P.O. Box 6241
Sioux Falls, SD 57117

Bank Of America                  Credit Card              $6,491
1825 E Buckeye Road
Phoenix, AZ 85034

Chase NA                         Credit Card              $5,326
4915 Indepencence
Tampa, FL 33634

HSBC/MNRDS                       Charge Account           $3,780
90 Christiana Road
New Castle, DE 19720

Att&t Universal/ Citibank        Credit Card              $3,721
P.O. Box 6241
Sioux Falls, SD 57117

Chase Advantage                  Line of Credit               $1
500 White Clay Center Drive
Newark, DE 19711


JOLIET JR: Fitch Withdraws Default Rating on $14.5 Million Bonds
----------------------------------------------------------------
Fitch Ratings withdraws the 'D' rating of $14.5 million Will
County, IL, student housing revenue bonds, series 2002A and
taxable series 2002B.  Fitch will no longer provide ratings or
analytical coverage of securities related to the housing project
at JJC.


KAISER ALUMINUM: Files Plan of Reorganization in Delaware
---------------------------------------------------------
Kaiser Aluminum Corporation, together with Kaiser Aluminum &
Chemical Corporation and 19 of their subsidiaries, filed a plan of
reorganization and a related disclosure statement in the U.S.
Bankruptcy Court for the District of Delaware.

The disclosure statement is subject to approval by the Bankruptcy
Court, and certain provisions of the plan regarding the treatment
of asbestos and other personal injury claims remain under
negotiation.  In addition, the plan must be voted upon by Kaiser's
creditors and ultimately confirmed by the Bankruptcy Court.  Once
the disclosure statement is approved by the Bankruptcy Court, the
company will commence solicitation of approval of the plan by the
creditors.  No assurance can be given that the plan will
ultimately receive the necessary approvals by creditors or be
confirmed by the Bankruptcy Court, or that the transactions
contemplated by the plan will ultimately be consummated.

Based on the recent pace of the reorganization process and
assuming there are no prolonged delays in the plan approval
process, the company would expect to emerge from Chapter 11 during
the fourth quarter of 2005.

Consistent with disclosures in Kaiser's Annual Report on Form 10-K
for the year ended Dec. 31, 2004, and its Quarterly report on Form
10-Q for the period ended March 31, 2005, the company's
restructuring would resolve pre-petition claims that are currently
subject to compromise.  Those claims include, among others,
retiree medical, pension, asbestos and other tort, bond and note
claims.

The plan would also result in the cancellation of the equity
interests of current stockholders and the distribution of equity
in the emerging company to creditor constituents.  The majority of
the new equity would be distributed to two voluntary employee
benefit associations that were created in 2004 for salaried and
hourly retirees in connection with the cancellation of retiree
medical plans.  All pre-petition personal injury claims relating
to asbestos, silica, coal tar pitch and hearing loss would be
permanently resolved by the formation of certain trusts funded
primarily by Kaiser's rights to proceeds from certain of its
insurance policies.

A full-text copy of the Debtors' plan of reorganization is
available at no charge at:

            http://ResearchArchives.com/t/s?3b

A full-text copy of the disclosure statement explaining the
Debtors' joint plan of reorganization is available at no charge
at:

            http://ResearchArchives.com/t/s?3c

"In February of 2002, we said that Chapter 11 would provide us
with the tools we needed to restructure our balance sheet and
return to sustained long-term profitability," Kaiser Aluminum
President and Chief Executive Officer Jack A. Hockema said.  "The
plan we filed today provides those tools.  We are now well on our
way to completing our goal of emerging with a solid financial
position, a strong balance sheet and the capability to grow in our
key transportation and industrial markets."

Mr. Hockema said, "None of this would have been possible without
the employees, customers, suppliers and other supporters who stuck
with us through this period, and we thank them.  Our job now is to
complete the reorganization and drive this company to its full
potential in terms of customer service, quality, product
development and financial performance."

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.


LOPERS/NOYACK PATH: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Lopers/Noyack Path, LLC
                c/o Weiss & Company
                22 West 38th Street
                New York, New York 10018

Involuntary Petition Date: June 29, 2005

Case Number: 05-14784

Chapter: 11

Court: Southern District of New York (Manhattan)

Type of Business: The Debtor acquires and develops real property
                  in 112 Loper's Path, Bridgehampton located in
                  Long Island, New York and constructs a
                  residential house on that property for resale.

Petitioner's Counsel: Leo Fox, Esq.
                      630 Third Avenue, 18th Floor
                      New York, New York 10017
                      Tel: (212) 867-9595
                      Fax: (212) 949-1847

Petitioner: Abraham Weiss
            Managing Agent
            Weiss & Company
            22 West 38th Street
            New York, New York 10018

Nature of Claim: Loan to the Debtor plus capital contribution

Amount of Claim: More than $1,100,000


MAIDENFORM BRANDS: Moody's Rates Additional $62 Mil. Loan at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Maidenform
Brands, Inc.'s additional $62 million tack-on to its first lien
term loan which will increase the total amount of the first-lien
term loan to $150 million.  At the same time, Moody's affirmed its
Ba3 rating for the revolving credit facility, which is being
increased by $20 million to $50 million, and the Ba3 corporate
family rating (formerly known as senior implied rating).  The
ratings outlook is stable.  The B2 rating for the second lien term
loan will be withdrawn following the redemption of the loan.

The ratings reflect:

   * the company's strong operating margins;
   * well known brands;
   * growing penetration into the mass merchandiser market.

The ratings are constrained by:

   * the limited product offerings and organic growth
     opportunities; and

   * the intensity of competition in the women's intimate apparel
     sector.

Maidenform is modifying its debt structure concurrently with a
planned initial public offering of equity, although the debt
amendments are not dependent of the success of the stock offering.
The proceeds of the tack-on first lien term loan will be used to
redeem the company's $50 million second lien term loan and to pay
fees and expenses.  The terms of the first lien term loan will be
amended to relax certain covenants that are expected to be made as
part of this transaction.  Proceeds of the equity offering are
expected to redeem preferred PIK shares.

Maidenform designs, sources, distributes, and markets women's
branded intimate apparel to wholesale and private label customers
and through its own retail stores, and also sells to a limited
number of private label customers.  Sales have grown over 10% per
year since 2001 as the company has expanded its distribution
through mass merchandisers.  The company has largely completed its
transformation from a manufacturing company to a marketing company
that designs and sources its products.  Maidenform is currently
owned by private equity sponsors but will have public ownership
following the IPO.

The ratings are supported by:

   * good operating margins which are expected to approximate 10%
     or more going forward;

   * the strength of Maidenform's brands;

   * the growth of its business in new channels; and

   * the expectation that the company will rapidly deliver.

The ratings are constrained by:

   * the intense competition in the intimate apparel industry;

   * Maidenform's concentrated product offerings;

   * limited geographic reach; and

   * dependence on several key customers (the top five customers
     accounted for 42.7% of 2004 sales).

Following the transaction, Moody's expects pro forma leverage
(adjusted debt/EBITDAR) to be around 4.0x, interest coverage
(EBIT/interest) of 3.6x, and FCF/adjusted debt of 10.7%.  Debt is
adjusted primarily to capitalize operating leases.  Free cash flow
is defined as cash from operations less working capital changes
less dividends.

The stable rating outlook reflects the expectation that the
company will maintain adequate margins and profitability in a very
competitive marketplace and that Maidenform will broaden its
distribution outside of the United States.  The stable outlook
also incorporates Moody's belief that excess cash flow will be
applied to debt reduction.

The ratings could be upgraded if:

   * Maidenform's operating margins approach 12% or above;
   * interest coverage exceeds 5.0x; and
   * adjusted debt/EBITDAR drops below 3.0x.

Negative rating action could result from:

   * deterioration in Maidenform's operating margins below 8%;
   * a decrease in interest coverage below 3.25x; or
   * an increase in its leverage to above 4.5x.

A loss of a major customer or significant supply disruptions may
also cause negative ratings pressure.

The senior secured term loan and revolver, both maturing in 2010,
are guaranteed by the company's parent and domestic subsidiaries,
and have a first lien on all of the assets of Maidenform and its
domestic subsidiaries and 66% of the capital stock of any foreign
subsidiaries.  The term loan portion of the senior secured credit
facility benefits from a 50% excess cash flow sweep that may
escalate if leverage increases.  Asset coverage in the event of
default will be limited since intangible assets account for most
of the company's value.  The senior secured credit facility,
following amendments to its terms, will retain certain financial
covenants including total leverage, maximum capex, and fixed
charge coverage, for which Moody's projects continued compliance.

These ratings were affirmed:

   * Corporate Family rating (formerly senior implied rating)
     of Ba3,

   * $150 million total guaranteed senior secured term loan, of
     Ba3 (consisting of existing $87.8 million loan plus
     $62.2 million newly rated tack-on portion),

   * $50.0 million guaranteed senior secured revolving credit
     facility of Ba3 (consisting of $30 million existing portion
     and $20 million increase).

These rating will be withdrawn subject to completion of the
transaction:

   * $50.0 million second lien senior secured term loan of B2.

Maidenform Brands, Inc. is the parent of Maidenform, Inc., a
designer and marketer of intimate apparel with revenues of
$337 million in fiscal year 2004.  Based in Bayonne, New Jersey,
its primary brands are:

   * Maidenform,
   * Flexees, and
   * Lilyette.

The company distributes its brands through:

   * department stores,
   * national chains, and
   * mass merchandisers.


MEDMIRA INC: Equity Deficit Widens to C$7.86 Million at April 30
----------------------------------------------------------------
MedMira Inc. reported its financial results for the three and nine
month periods ending April 30, 2005.  Product sales in the third
quarter were $598,000, compared to $598,000 in the same quarter
last year.  The net loss for the quarter was $1.3 million compared
with $1.1 million in the same period last year.

For the nine months ended April 30, 2005 product sales were
$2.3 million, up from $1.9 million for the same period last year,
an increase of 22%.  The net loss of the nine month period was
$3.9 million or $0.09 per share compared to $3.1 million or $0.08
per share for the same period last year.

"The third quarter was a period of building and strengthening our
position in our existing and emerging markets," said Stephen Sham,
chairman and CEO of MedMira.  "We built on the activities
undertaken earlier in the year as evidenced by our tender wins in
the Chinese provinces of Guizhou and Jilin.  We remain confident
that the results of our efforts will position us for significant
growth in 2006" Mr. Sham continued.

Overall gross margin in the third quarter was 43%, and was 46% for
the nine months ended April 30, 2005. The gross margin level is in
line with management's expectations for the mix of markets that we
are operating in.

Operating expenses for the third quarter increased to $1.6 million
from $1.5 million in the same period last year.  For the nine
months ended April 30, 2005, operating expenses increased to
$4.9 million from $4.0 million for the same period in the previous
year.  These increases are driven by increased interest costs
related to the issuance of convertible debentures in 2004 and
2005.

At April 30, 2005, the Company had total assets of $1.6 million
compared with $1.7 million in total assets at July 31, 2004.
Subsequent to the end of the quarter the Company has raised
approximately $1.2 million through the collection of outstanding
receivables and the issue of debt.

                      Financial Information

The following is a brief summary of financial information
expressed in thousands of Canadian dollars except per share
amounts:

                        For the        For the        For the       For the
                      three months   three months   nine months   nine
months
                         ended          ended          ended         ended
                        April 30,      April 30,      April 30,     April
30,
                          2005           2004           2005          2004
        (000's)       (unaudited)    (unaudited)    (unaudited)
(unaudited)
                       ---------      ---------      ---------     ---------

    Product Sales      $    598       $    764       $  2,272       $  1,861
    Cost of goods sold      339            425          1,222            917
                       ---------      ---------      ---------      --------
-

    Gross margin            259            339          1,050            944
                       ---------      ---------      ---------      --------
-
                       ---------      ---------      ---------      --------
-

    Operating expenses    1,576          1,472          4,928          4,040
                       ---------      ---------      ---------      --------
-
                       ---------      ---------      ---------      --------
-
    Loss for the
     period            $ (1,317)      $ (1,133)      $ (3,878)      $
(3,055)
                       ---------      ---------      ---------      --------
-
                       ---------      ---------      ---------      --------
-

    Loss per share     $  (0.03)      $  (0.03)      $  (0.09)      $
(0.08)
                       ---------      ---------      ---------      --------
-
                       ---------      ---------      ---------      --------
-

                                         As at         As at
                                       April 30,      July 31,
                                         2005          2004
                                     (unaudited)

    Cash and cash equivalents         $      -       $      -
                                      ---------      ---------
                                      ---------      ---------

    Total assets                      $  1,617       $  1,694
                                      ---------      ---------
                                      ---------      ---------

    Shareholders deficiency           $ (7,858)      $ (5,874)
                                      ---------      ---------
                                      ---------      ---------

MedMira Inc. -- http://www.medmira.com/-- is the leading global
manufacturer and marketer of in vitro flow- though rapid
diagnostic tests for the clinical laboratory market.  MedMira's
tests provide reliable, rapid diagnosis in just 3 minutes for the
detection of human antibodies in human serum, plasma or whole
blood for diseases such as HIV.  The United States FDA and the
SFDA in the People's Republic of China have approved MedMira's
Reveal(TM) G2 and MiraWell(TM) Rapid HIV Tests, respectively.

At April 30, 2005, MedMira's equity deficit widened to C$7,858,000
from a $5,874,000 equity deficit at July 31, 2004.


MEI LLC: Wants to Hire Price & Associates as Bankruptcy Counsel
---------------------------------------------------------------
MEI, LLC, asks the U.S. Bankruptcy Court Southern District of
Indiana for permission to employ Price & Associates, LLC, as its
general bankruptcy counsel.

Price & Associates is expected to:

   a) provide legal advice to the Debtor with respect to its
      duties and powers as a debtor-in-possession in its chapter
      11 case;

   b) assist in the investigation of the assets, acts, conduct,
      liabilities, financial condition of the Debtor, the
      operation of the Debtor's business, and the desirability of
      the continuance of that business, and any other matters
      relevant to the Debtor's chapter 11 case;

   c) assist the Debtor in the preparation and formulation of a
      chapter 11 plan and its accompanying disclosure statement;

   d) assist the Debtor in negotiating orders of adequate
      protection with regards to secured creditors; and

   e) perform all other legal services to the Debtor that are
      necessary in its chapter 11 case.

Adria S. Price, Esq., a Member at Price & Associates, is the lead
attorney for the Debtor.  Ms. Price charges $125 per hour for her
services.

Ms. Price reports Price & Associates's professionals bill:

      Professional         Hourly Rate
      ------------         -----------
      David E. Price          $150
      Miriam R. Price         $125

Price & Associates had not yet submitted its retainer amount to
the Debtor when the Debtor filed its request with the Court to
employ Price & Associates as its bankruptcy counsel.

Price & Associates assures the Court that it does not represent
any interest materially adverse to the Debtor or its estate.

Headquartered in Evansville, Indiana, MEI, LLC is a real estate
developer.  The Company filed for chapter 11 protection on
June 17, 2005 (Bankr. S.D. Ind. Case No. 05-71351).  When the
Debtor filed for protection from its creditors, it estimated
assets of $10 million to $50 million and debts of $1 million to
$10 million.


METHANEX CORP: Moody's Affirms $450M Sr. Unsec. Notes Ba1 Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 ratings of Methanex
Corporation and changed the outlook on the company's ratings to
stable from positive.

The outlook revision incorporates Methanex's recent announcement
that natural gas curtailments at its Chilean facilities have been
more significant than those experienced earlier in 2005 and in
2004 forcing the company to shutdown the Chile IV unit, which was
in the start up phase, and the older Chile I unit.  This
announcement has heightened Moody's prior concern over the
company's ability to maintain access to gas from Argentina.

Previously, Moody's anticipated that curtailments would not exceed
10% of the annual gas required to operate the Chilean facility at
full capacity.  The recent curtailments of gas from Argentina have
been significant on a daily basis, amounting to 35 - 55% of total
production capacity (Argentine gas accounts for 60% of the natural
gas required to operate Methanex's Chilean facility).  The recent
gas supply disruption, while significant, may not result in
curtailments surpassing the 10% level on an annual basis; Moody's
noted that over the past several days meaningful exports of
natural gas from Argentina to Chile have resumed.

However, given the uncertainty over the exact cause of the
disruption, it would be difficult for Moody's to ascertain the
potential impact on future financial performance.  Until Moody's
is able to determine that the restrictions on Argentine natural
gas supply will likely be limited in nature, Methanex's outlook
will remain stable.

Additionally, Moody's noted that Methanex has a $250 million debt
maturity in August of 2005.  While it is likely that the company
will have more than sufficient cash to repay this maturity, the
company could refinance this debt.

The stable outlook reflects Methane's strong financial condition
relative to the Ba1 rating, which is offset by the risks
associated with the concentration of low-cost methanol production
capacity in two countries, Chile and Trinidad, and the reliance on
the export of Argentine natural gas for roughly 40% of its low-
cost methanol capacity.  Furthermore, the apparent lack of
security over natural gas supplies for such a large portion of its
low-cost methanol production implies a level of business risk that
is currently not consistent with an investment grade profile.

Nevertheless, Moody's does not anticipate a substantial impact on
Methanex's short-term operating results as gas curtailments and
reduced methanol production will likely result in methanol prices
remaining elevated longer than previously anticipated.  Although
the company may pursue technical or legal solutions to resolve the
gas curtailment issue, the timing and impact of such solutions is
highly uncertain.

Furthermore, the pending expansion of pipeline capacity to the
North combined with uncertainties over additional government
regulations, the timing of increases in gas production from newly
drilled wells, and the reliability of the existing gas production
infrastructure will likely create near-term volatility in
Methanex's production capacity in Chile.

However, over the next several years, Moody's anticipates that
Methanex's Argentine gas supply situation should improve as higher
domestic (in Argentina) gas prices result in increased drilling
and new gas production, as well as improvement to the production
infrastructure in Argentina.  The recent start-up of the Carina
and Aries gas fields in Tierra del Fuego, combined with the
completion of other projects, should improve the gas supply
situation in the region.

Once Moody's believes that Methanex's natural gas supply situation
in Argentina has stabilized, providing methanol prices do not fall
substantially below $150 per metric tonne, there would likely be
upward pressure on the ratings.  The ratings could be lowered if
the company's cash balance deteriorates significantly and its
Chilean production capacity is permanently impaired.

Ratings affirmed:

   * $250 million senior unsecured notes due 2005 - Ba1
   * $200 million senior unsecured notes due 2012 - Ba1
   * Corporate Family Rating - Ba1
   * Senior Unsecured Issuer Rating - Ba1

Based in Vancouver, British Columbia Methanex is the world's
largest producer of methanol.  Methanex operates methanol
production facilities located in:

   * Chile,
   * Trinidad,
   * New Zealand, and
   * Canada.

The company reported revenues of $1.8 billion over the LTM period
ended March 31, 2005.


METRIS COS: Good Performance Cues S&P to Lift Credit Rating to B
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on Metris Cos. Inc. to 'B' from 'CCC+'.
Ratings for Metris' senior unsecured debt were raised to 'B-' from
'CCC'.  Standard & Poor's also assigned its 'BB-' long-term
counterparty credit ratings to Metris' subsidiary, Direct
Merchants Credit Card Bank N.A. The outlook for all ratings is
stable.

"The rating change was driven by improvements in liquidity, asset
quality, and profitability at the Minnetonka, Minnesota-based
credit card company," said Standard & Poor's credit analyst
Jeffrey Zaun.

Asset quality remains poor relative to that of other card issuers,
but the spread earned on Metris' moderate-income customers is also
higher.  Given improvements in the firm's Master Trust, we expect
Metris' fundamentals to continue to strengthen.  The ratings
outlook remains stable pending the firm's ability to demonstrate
stable funding and solid asset quality while growing its
portfolio.


MIRANT CORP: Chapter 11 Examiner Snyder Files Interim Report
------------------------------------------------------------
Since his appointment in 2004, William K. Snyder, the Court-
appointed Chapter 11 Examiner for Mirant Corporation has submitted
interim reports on certain investigations to the U.S. Bankruptcy
Court for the Northern District of Texas and a small group of
parties-in-interest on a regular basis.

Mr. Snyder has submitted five interim reports under seal for
reason of confidentiality.  The Examiner's Sixth Interim Report
is the first of Mr. Snyder's regularly submitted interim reports
to be made available to the general public.  A full-text copy of
the Examiner's Sixth Interim Report is available for free at:

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

                            Prior Reports

The first and second interim reports dated June 30, 2004, and
October 12, 2004, present a discussion of "Highly and Immediately
Critical" issues.  The issues, which are compiled in "Mirant
Examiner Action Plan," was presented to the Court in chambers on
April 28, 2004, and appended to the First Interim Report.

The Third Interim Report dated December 10, 2004, discussed the:

    * progress made in connection with the Examiner's
      investigations relating to compliance with an order
      approving specified information blocking procedures and
      permitting trading in the Debtors' securities, bank debt,
      purchase or sale of trade debt and issuing of analyst
      reports on establishment of a screening wall effective
      July 25, 2003;

    * proposed revisions to that procedural order to cure the
      problems that had arisen in applying and enforcing the
      order; and

    * ongoing investigations into intercompany claims asserted by
      and against Mirant Americas, Inc., and Mirant's potential
      claims against The Southern Company.

The Fourth Interim Report dated February 10, 2005, presents:

    * a final report on the Examiner's notional accounting for an
      internal hedge which was implemented at the Court's
      direction to track the effect on MIRMA's gross revenue of
      changing power prices;

    * information on the conclusion of investigation into
      compliance with the Continued Trading Order.

Mr. Snyder notes that subsequent events caused him to reopen that
investigation and re-urge the Court in the Fifth Interim Report
to modify the Continued Trading Order.

The Fifth Interim Report dated April 15, 2005, deals principally
on various matters relating to the Valuation Hearing.  Mr. Snyder
also reports about the investigation into allegations that the
Official Committee of Equity Holders was responsible for an
inflammatory press release, dated March 31, 2005, that contained
a number of misleading and factually inaccurate statements
concerning certain rulings by the Court in connection with the
Valuation Hearing.  The Fifth Interim Report also identifies
certain inadequacies in the Debtors' Disclosure Statement,
including:

    * lack of disclosure concerning outstanding intercompany and
      third party claims against the various Debtors on an
      individual basis; and

    * failure of the liquidation analysis to inform creditors of
      their potential recoveries in a liquidation scenario in the
      absence of an order substantively consolidating the Debtors.

The Examiner re-urged the Court to consider modifications to the
Continued Trading Order because it contains no requirement for a
Committee member to advise the United States Trustee if its
holdings in the Debtors' securities drop below a certain level.

                        Sixth Interim Report

A. Lack of Information Flow from the Debtors

Mr. Snyder reports that while the flow of information in the
bankruptcy proceedings generally has improved, the Debtors'
professionals have continued to refuse to comply with his
requests for information.  Mr. Snyder says that the prolonged
resistance to the Examiner has made it increasingly difficult for
him to carry out the Court's instructions.  For example, Mr.
Snyder asked about the status of the Debtors' efforts to obtain
tolling agreements.  On April 29, 2005, Mr. Snyder asked from the
Debtors' counsel for a schedule of all causes of action and
potential defendants that the Debtors have identified and that
are subject to limitations periods expiring on or before July 14,
2005, including causes of action against other Debtors, officers
and directors.  Mr. Snyder also asked for information on the
status of any tolling agreements reached between the Debtors and
potential defendants.

As of June 8, 2005, the Debtors have not responded to the
Examiner's request for information despite several reminders.

On June 7, 2005, the Debtors filed a motion seeking, among other
things, to toll the applicable limitations period as to all
causes of action against other Debtors, non-Debtor affiliates,
and non-Debtor third parties.

Although the Tolling Motion indicates that the Debtors may be
"entering into tolling agreements with identified defendants,"
the Tolling Motion nowhere lists the potential defendants
identified by the Debtors to date.  Moreover, the Tolling Motion
asks the Court for an order tolling the applicable limitations
period with respect to all third parties, whether "identified" or
not, Mr. Snyder points out.

In light of the broad relief the Debtors seek in the Tolling
Motion, Mr. Snyder says, the information he asked is now all the
more important.  In addition to its significance to the overall
reorganization process, Mr. Snyder emphasizes that the
information must be made available so that potential defendants
are apprised that the Tolling Motion could affect their rights,
thus avoiding subsequent notice issues.

In addition, Mr. Snyder notes that he has recently learned that
AP Services, LLC, has prepared two preference analyses for the
Debtors dated March 23, 2005, and June 3, 2005.  Why these
analyses were not shared with the Examiner -- particularly in
light of the fact that they would be directly responsive to the
Examiner's request for information -- is indefensible and
inexcusable, Mr. Snyder tells the Court.  Mr. Snyder believes
that the reports reveal tens of millions of dollars of potential
preference claims and additional potential defendants that are
not included in the list of claims in the Amended Disclosure
Statement.

Moreover, Mr. Snyder informs the Court that his efforts to
evaluate the Debtors' estimates of the total claims or range of
claims that must be satisfied before equity holders can receive
any distribution were met with resistance.  The Examiner received
some preliminary and incomplete information from the Debtors in
late February and early March 2005.  However, the data:

    (1) failed to account for significant potential rejection
        claims;

    (2) excluded estimated claim amounts for certain other claims;
        and

    (3) provided no estimated claim amounts or ranges for other,
        significant potential claims asserted by creditors.

The Debtors invited the Examiner to participate in a meeting with
advisors of the Debtors and the three Committees on March 31,
2005, to discuss outstanding claims and potential preference
causes of action.  The Debtors canceled that meeting on March 30.
Since then, the Debtors have not indicated to the Examiner that
the meeting will be rescheduled, and the Examiner's requests to
reschedule the meeting have gone unanswered.

Based on the limited information currently available to the
Examiner, the resolution of certain disputed claims could swing
current claims estimates by several hundred millions.

Therefore, even when the Court assigns the Debtors a total
enterprise value at the conclusion of the Valuation Hearing, the
ultimate question of whether value remains for equity could still
be unanswered.

B. March 31, 2005, Brunswick Press Release

On April 11, 2005, the Court denied the request of the Official
Committee of Unsecured Creditors of Mirant Corp., et al., to
impose a gag order and appropriate sanctions on the Official
Committee of Equity Holders.  The Court directed the Equity
Committee members to file an affidavit with the Court affirming
that he or she participated neither in the formulation nor the
release of the March 31 press release.  Of the five individuals
who submitted affidavits, three confirmed no involvement in the
preparation of the press release or any involvement with the
group responsible for issuing the press release.

To date, Mr. Snyder tells the Court that has been no evidence
that the Equity Committee or its members have shared confidential
information with any unauthorized parties.  Accordingly, Mr.
Snyder concludes that, absent further direction, no further
action by the Examiner is required in connection with the matter.

C. Continued Confidentiality of Examiner's Reports

At the Court's direction, the Debtors' counsel has "previewed"
near-final drafts of the Examiner's interim reports to ensure
that confidential information belonging to the Debtors is not
inadvertently compromised.  While the Court's directive may have
been well intentioned, Mr. Snyder informs the Court that it has
placed him in the untenable position of providing advance notice
of the outcome of his investigations to a party-in-interest who
has twice leaked information to unauthorized parties.
Accordingly, the Examiner believes it appropriate that he be
relieved of the obligation to allow the Debtors the opportunity
to review and comment on his reports before filing.

D. Southern Spin Off

Since his appointment, Mr. Snyder has actively monitored the
Debtors' investigation of potential causes of action against
Southern and worked with the Debtors to ensure the claims are
preserved for the benefit of the Debtors' estates and their
creditors.  Mr. Snyder emphasizes that swift, decisive action is
necessary to ensure that the claims and causes of action against
Southern are not inadvertently lost to unintended procedural
defects or applicable statutes of limitations.  Mr. Snyder will
continue to monitor the investigation of, and preparations to
litigate the Southern 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. 68; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Objects to Kern River's $153 Million Rejection Claim
-----------------------------------------------------------------
Kern River Gas Transmission Company asserts a claim for damages
resulting from the rejection by Mirant Americas Energy Marketing,
L.P. of the Firm Transportation Service Agreement where Kern
River provided pipeline capacity for the transport of natural gas
and was obligated to transport a maximum quantity of 90,000 Dth
of natural gas per day.

Mirant Corporation and its debtor-affiliates seek an order
determining the amount of Kern River's Rejection Claim under Claim
No. 8121.

In Claim No. 8121, Kern River, among other things, asserts a
$153,641,087 Rejection Claim.  Kern River classified the claim as
secured.

The Debtors object to the Rejection Claim because:

    1. Kern River has failed to mitigate and reduce its rejection
       claim to present value.

       The Debtors assert that the amount of Kern River's
       Rejection Claim is overstated.  The Debtors note that the
       Rejection Claim is based on MAEM's rejection of the Kern
       River Agreement and alleged unpaid amounts from Dec. 19,
       2003, through April 30, 2018.  In sum, Kern River seeks
       Rejection Damages in the aggregate amount of all future
       payments under the Kern River Agreement for the next 14
       years.

       According to the Debtors, Kern River's calculation of its
       Rejection Damages is grossly overstated for several
       reasons, including, but not limited to, Kern River's
       failure to accurately account for mitigation of its alleged
       damages and its failure to apply an appropriate discount
       rate to its alleged rejection damages to reflect the
       present value of future payments under the Kern River
       Agreement.

    2. Kern River does not hold a secured claim against the
       Debtors for its rejection claim.

       The Debtors contend that Kern River must provide evidence
       of a perfected security interest.  To the extent that Claim
       No. 8121 is allowed, the Rejection Claim should be treated
       as a general unsecured claim.

    3. The Rejection Claim is avoidable under Section 549 of the
       Bankruptcy Code and is recoverable property under Section
       550 of the Bankruptcy Code.

       The Debtors point out that the all amounts exceeding the
       "actual, necessary costs and expenses" of the Stub Period
       Transactions are their property.  Until Kern River pays the
       amount of the Overpayments for which it is liable under
       Section 550 of the Bankruptcy Code, any and all claims by
       Kern River against the Debtors' estate should be disallowed
       in their entirety under section 502(d) of the Bankruptcy
       Code.  Similarly, if the Overpayment is found to be
       avoidable under Section 549 of the Bankruptcy Code, any and
       all claims by Kern River against the Debtors' estate should
       be disallowed in their entirety under Section 502(d) of the
       Bankruptcy Code.

             Kern River's Trial Brief on Discount Rates

David W. Elrod, Esq., at Elrod, PLLC, in Dallas, Texas, relates
that although Kern River has made reasonable efforts to mitigate
its damages, it has only been able to partially mitigate its
losses on some days.  "Kern River continues to make reasonable
efforts to mitigate, but that is an ongoing effort subject to the
uncertainties of Kern River's fortunes in its business."

Mr. Elrod notes that damages for amounts payable in the future
are generally discounted to present value.  Different types of
future streams or payments, however, are treated differently for
discounting purposes, because they involve different levels of
uncertainty.

To the extent the U.S. Bankruptcy Court for the Northern District
of Texas determines that it must look beyond a "legal" or
contractual rate to determine the appropriate discount, Mr. Elrod
says, the law looks to the circumstances of the non-breaching
party rather than the breaching party to determine the appropriate
discount rate.

"It is a fundamental principle of contract law that in awarding
damages for breach of contract, the nonbreaching party is
entitled to damages sufficient to place the nonbreaching party in
as good a position as it would have been had the contract been
performed.  Discounting direct, fixed, liquidated damages at a
non-risk-adjusted rate squares with this principle," Mr. Elrod
notes.

Because of the uncertainty in the law regarding whether direct
damages for breach of contract should be discounted at a "legal"
rate or at some other non-risk-adjusted rate that looks to the
circumstances of the nonbreaching party, Kern River presents
three alternative discount rates for the direct damages in its
proof of claim:

    1. The Regulated, Contractual FERC Interest Rate

       This rate is both an appropriate "legal" rate under
       regulatory law and Utah state law, and the rate
       contractually agreed by Kern River and the Debtor.  The
       FERC Interest Rate is established as an appropriate
       regulated rate for the time value of money in the context
       of natural gas pipelines.  The FERC Interest Rate works in
       both directions between the pipeline and its shippers.

       As of July 2003, the FERC Interest Rate was 4.25%.

    2. Kern River's Cost of Debt Associated with Its 2003
       Expansion Project

       The Kern River Agreement was part of Kern River's 2003
       Expansion Project.  In connection with that project, Kern
       River borrowed $836 million, as of the date the 2003
       Expansion Project went into service (May 1, 2003).  This is
       also the commencement date of the Kern River Agreement.
       The interest rate on Kern River's $836 million borrowing
       was 4.893%, and the "all-in" cost of that borrowing
       (including the associated fees) was 5.14%.  The FERC issued
       an order accepting Kern River's tariff sheet that reflected
       this financing rate, noting that no protests were filed.

    3. The Federal Judgment Rate

       The Federal Judgment Rate is set forth in Section 1961 of
       the Judiciary Procedures Code and is calculated by the
       Secretary of the Treasury as the weekly average 1-year
       constant maturity Treasury yield at the appropriate date.
       It is, therefore, the "legal" rate of interest applicable
       to judgments rendered by federal courts.

       The Federal Judgment Rate as of mid-July 2003 was 1.07%.

Mr. Elrod argues that the Debtors mistakenly contend -- contrary
to the relevant law -- that Kern River's damages should be
discounted based on (a) a risk-adjusted rate, based on (b) the
creditworthiness of the breaching party, Mirant, rather than the
circumstances of the nonbreaching party, Kern River.  "No court,
however, has looked to the creditworthiness of the breaching
party in discounting in a breach of contract case."

Mr. Elrod asserts that Debtors' approach to the discount rate is
wrong and that Kern River's damages for its breach of contract
claim should be discounted at a non-risk-adjusted rate (that
excludes the risk of nonpayment by Debtors) and cannot be based
on the Debtors' creditworthiness.

Future damages that are uncertain and unliquidated must be
discounted on a risk-adjusted basis depending on the level of
uncertainty and riskiness associated with the venture with which
those damages are associated.  The potential future stream of
possible mitigation to Kern River's claim is just such a stream.
Those streams must be discounted at a risk adjusted rate that
reflects the uncertainties associated with the business venture
from which those potential revenue streams will be generated.

Accordingly, the stream of potential mitigation should be
discounted at Kern River's weighted average cost of capital
associated with the 2003 Expansion Project.  The weighted average
cost of capital generally reflects the risk associated with a
business venture.  For Kern River specifically, the FERC allows
Kern River to incorporate a weighted average cost of capital in
its rates to shippers that is consistent with the risk in its
regulated activities.  The weighted average cost underlying Kern
River's rates to shippers on its 2003 Expansion Project (which
included MAEM) was 7.58%.

Kern River asks the Court to adopt its position regarding
discount rates.

               Debtors Want Trial Transcript Unsealed

The trial on the Debtors' objection to Kern River's claim was
commenced on May 16, 2005.  For the sole purpose of progressing
with the trial, the Court temporarily ordered the entire
transcript to be filed under seal.  The Court acknowledged that
the Debtors did not agree that the documents merited that
precaution but that in the interest of moving the case along it
would agree to deal with the issue at a later time.  The Court
later acknowledged that the trial is a public hearing and allowed
consultants who had signed confidentiality agreements to remain
during the "Highly Confidential" section of the hearing.

Presentation of expert testimony ran for several days.  The
Debtors note that the vast majority of the trial is available for
public attendance and the courtroom is only cleared, at Kern
River's request, for discussion of documents it has designated
"Highly Confidential."  "It is, therefore, incongruous to
maintain the entire transcript under seal," Dan Woods, Esq., at
Haynes and Boone LLP, in Dallas, Texas, tells Judge Lynn.

Furthermore, Mr. Woods asserts, Kern River has not shown and
cannot show that the documents it has designated "Highly
Confidential" rise to the level of trade secret or commercial
information required to keep them from the public domain once
they have been entered as evidence in a public trial and
discussed in trial testimony.

"As the Court has already undoubtedly ascertained for itself, the
true reason Kern River wishes to maintain the transcripts under
seal is to prevent any interested parties in Kern River's FERC
case from learning of the statements it has made in [the] trial
which are inconsistent with Kern River's positions in the FERC
rate case," Mr. Woods says.

The Debtors ask the Court to unseal the entire trial transcript
because, among others:

    -- strong public policy demands open access to judicial
       records in bankruptcy proceedings; and

    -- Kern River cannot meet its burden of proving that the
       entire trial transcript should remain filed under seal.

Concurrently, the Debtors also ask Judge Lynn to strike the
expert testimony and report of Professor J. Peter Williamson.

Kern River proffered Prof. Williamson's report as evidence of the
appropriate discount rate for the determination of the present
value of alleged damages Kern River allegedly suffered as a
result of MAEM's rejection of its Firm Transportation Agreement.

The Debtors complain that Prof. Williamson failed to base his
analysis on reliable principles and methods, and instead based
his opinions on his own subjective belief as to what would be
"fair," "reasonable," or "logical".  Thus, the Debtors assert,
Prof. Williamson's report should be ruled inadmissible.

On June 17, Kern River filed briefs:

    -- on Mandatory Expert Disclosure Requirements and Sanctions
       for Destroying and Failing to Produce Information
       Considered by an Expert; and

    -- regarding work product protection of certain information
       containing the mental impressions, legal strategies and
       theories of Kern River in the pending FERC Rate Case
       litigation.

Kern River notes that one of issues that arose is whether the
Debtors violated the discovery rules by failing to produce all
materials considered by their testifying experts.  Some of the
materials have since been destroyed.  The Debtors maintain that
they were not required to produce these materials.  Kern River
argues that no evidence or law supports the Debtors' failure to
produce the materials.  According to Kern River, the Debtors'
failure to preserve and produce the expert materials has
prejudiced Kern River by denying it the opportunity to cross-
examine the Debtors' experts.  Thus, Kern River asks Judge Lynn
to strike Dr. Ma's testimony and expert report in their entirety.

Kern River also recounts that counsel for the Debtors embarked on
a course of examination regarding Kern River's internal
calculation of the expected outcome of its proposal to FERC to
increase rates, and began to hone in on the specific amount of
reserve set aside by Kern River, in the event of a refund of a
portion of the proposed rates approved in November 2004, based on
Kern River's analysis of the potential outcome of the Rate Case.
Counsel for Kern River objected to the disclosure of the amount
being reserved by Kern River on the grounds that the information
is protected by the work product doctrine.

The rate reserve determined by Kern River's attorneys and
representatives in the Rate Case, is protected from disclosure by
the work product doctrine, as it embodies the mental impressions,
conclusions, and opinions of Kern River's attorneys and
representatives as to their analysis of the expected outcome of
the Rate Case litigation, Kern River asserts.

                          Mediation

The Court has been advised that the parties are wiling to mediate
their disputes.  Accordingly, Judge Lynn refers the litigation
pending regarding the Debtors' objection to Kern River's proof of
claim to mediation at the earliest possible date.  The Honorable
Russell F. Nelms, United States Bankruptcy Judge for the Northern
District of Texas, is appointed to act as mediator.

Mediation will commence at 9:00 a.m. on June 28, 2005, in Room
206 of the Eldon B. Mahon United States Courthouse, 501 W. Tenth
Street, Forth Worth, Texas.

The Court orders all parties to maintain the confidentiality of
the mediation.

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)


MPOWER HOLDING: Wants Court to Delay Entry of Final Decree
----------------------------------------------------------
MPower Holding Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to delay entry of a
final decree formally closing their chapter 11 proceedings to
October 20, 2005.

The Court confirmed the Debtors First Amended Joint Plan of
Reorganization on July 17, 2002.  The Plan became effective on
July 30, 2002.

The Debtors are optimistic that delaying the entry of a final
decree will provide adequate time to fully administer their
estates pursuant to section 350(a) of the Bankruptcy Code.
Since the confirmation date, the Debtors have worked diligently to
resolve each of the proofs of claim and interest filed in these
chapter 11 cases.  To date, the Debtors have filed four omnibus
objections to claims, along with several individual objections.

Also, the Debtors seek a delay of the entry of a final decree to
ensure that they get a full opportunity to continue to prosecute
or resolve an adversary proceeding against CBIZ Network Solutions,
Inc., in Missouri state court.  The trial date is scheduled for
August 26-17, 2005.

Headquartered in Pittsford, New York, Mpower Holding Corporation
-- http://www.mpowercom.com/-- is the parent company of
Mpower Communications Corp., a leading facilities-based broadband
communications provider offering a full range of data, telephony,
Internet access and Web hosting services for small and medium-size
business customers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 8, 2002 (Bankr. D. Del. Case
No. 02-11046).  Pauline K. Morgan, Esq., and M. Blake Cleary,
Esq., at Young Conaway Stargatt & Taylor, LLP represents the
Debtors.  When the Company filed for protection from its
creditors, it listed total assets of $490,000,000 and total debts
of $627,000,000.


NATIONAL ENERGY: La Paloma Wants $6.4 Million Admin. Claims Paid
----------------------------------------------------------------
La Paloma Generating Company, LLC, asks the U.S. Bankruptcy Court
for the District of Maryland to compel NEGT Energy Trading -
Power, LP, to pay administrative expenses for $6,422,333 pursuant
to Section 503 of the Bankruptcy Code.  La Paloma's administrative
claim arises in connection with an absolute assignment of certain
cash collateral by ET Power to La Paloma pursuant to a settlement
entered into by the parties.

Prior to the Petition Date, ET Power posted cash collateral with
the California Independent System Operator in connection with its
function as the initial scheduling coordinator on the CAISO
transmission grid for La Paloma.  The CAISO Cash Collateral was
supplied by La Paloma and was posted at the direction of La
Paloma.

On May 12, 2003, La Paloma and ET Power entered into a
Termination Agreement which provides, among other things, that ET
Power was entitled to demand that La Paloma pay an amount in cash
in consideration of ET Power's assignment of all of its right,
title and interest under the CAISO Cash Collateral.  La Paloma
was, until October 27, 2004, an indirect, wholly owned, non-
debtor subsidiary of National Energy & Gas Transmission, Inc.,
until transferred by Court Order to the bank lenders to the La
Paloma project.

Following Court approval of the Settlement, ET Power and La
Paloma consummated the Assignment as contemplated in the
Termination Agreement, at which time La Paloma paid ET Power
$2,553,310.

Subsequently, La Paloma directly requested that the CAISO refund
the CAISO Cash Collateral to La Paloma.  The CAISO denied La
Paloma's request on the grounds that, among other things, ET
Power allegedly has potential obligations to the CAISO arising
from its status as a participant in the California power market.
The CAISO asserts that ET Power's Refund Liability arises in
connection with certain proceedings pending before the Federal
Energy Regulatory Commission, in which the Federal Regulatory
Commission is assessing whether certain participants in the
California energy market during the Refund Period should be
obligated to make refunds, and if so, the amount of any of the
refunds, as a result of alleged market manipulation and other
practices that contributed to the California energy crisis.

Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, in
New York, relates that La Paloma's administrative expense claim
includes the $6,242,333 principal amount of the CAISO Cash
Collateral and $180,000 in costs and expenses incurred by La
Paloma to date and recoverable from ET Power pursuant to the
Indemnification.  The administrative expense claim also includes:

   (a) interest on the CAISO Cash Collateral that has accrued
       after October 1, 2003, and that will continue to accrue
       after that date, which interest amount has not yet been
       calculated; plus

   (b) additional indemnifiable costs and expenses that may be
       incurred by La Paloma after October 1, 2003.

La Paloma expressly reserves the right to amend its request to
seek additional amounts from ET Power as an administrative
expense.

Mr. Malek points out that the CAISO's failure to return the CAISO
Cash Collateral to La Paloma, and the associated costs and
expenses incurred by La Paloma in seeking to enforce its rights
in and to the CAISO Cash Collateral, are a direct result of ET
Power's actions during the Refund Period, and therefore give rise
to an Indemnification Claim of La Paloma against ET Power under
the Assignment.

                         ET Power Objects

NEGT Energy Trading Power, LP, asserts that La Paloma's request
is, at the very least, premature.  Martin T. Fletcher, Esq. at
Whiteford, Taylor & Preston, LLP, in Baltimore, Maryland, relates
that the La Paloma Claim is based on alleged indemnification
rights arising under the Assignment Agreement.  However, Mr.
Fletcher explains, even if those rights exist, the La Paloma
Claim is premature.

While ET Power currently takes no position as to the scope of the
relevant indemnification rights of La Paloma or whether, in any
event, any resulting claim of La Paloma is entitled to
administrative expense priority, it is undisputed that the CAISO
Collateral has not yet been reduced by any offsetting claim of
the CAISO against ET Power.

"Rather, the CAISO simply has not agreed to release the CAISO
Collateral yet because it is concerned that, based upon the
outcome of other pending litigation, it may wish to assert an
offsetting claim against ET Power," Mr. Fletcher says.  "However,
there has been no adjudication of any claim by the CAISO against
ET Power."

That La Paloma assumed the risk associated with any delay in
returning the CAISO Collateral was contemplated in the
Termination Agreement, Mr. Fletcher insists.  If the CAISO
Collateral was not reduced by October 1, 2003, La Paloma was
required to pay ET Power the amount of the CAISO Collateral in
cash and, at that point, effectively become subrogated to ET
Power's rights in the CAISO Collateral.  A delay in the return of
the CAISO Collateral was, therefore, contemplated and provided
for in the Agreement.

Mr. Fletcher argues that any reliance by La Paloma on the
indemnification provisions of the Assignment Agreement to support
an immediate payment is misplaced.  The CAISO Collateral remains
in place.  There have been no claims, fines, damages or losses
assessed in connection with any liability connected to the CAISO
Collateral.  Moreover, La Paloma has not incurred any costs in
connection with any claim, fine, damage or loss against, to or in
the CAISO Collateral, but rather any costs that La Paloma has
incurred have been incurred attempting to expedite the CAISO
Collateral's return.

Mr. Fletcher discloses that ET Power is in discussions with La
Paloma about a consensual adjournment of any hearing on the
Application.  The discussions may result in releasing to La
Paloma the CAISO Collateral, thereby rendering the request moot.
ET Power reserves all its rights to challenge the request in the
event the request needs to be considered by the Court.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, 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.  (PG&E National Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NEAL BROTHERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Neal Brothers Trucking, LLC
        300 FM 3227
        Canton, Texas 75103

Bankruptcy Case No.: 05-61339

Type of Business: The Debtor offers trucking and hauling services.

Chapter 11 Petition Date: June 28, 2005

Court: Eastern District of Texas (Tyler)

Judge: Bill Parker

Debtor's Counsel: Michael E. Gazette, Esq.
                  Law Offices of Michael E. Gazette
                  1000 First Place
                  Tyler, Texas 75702
                  Tel: (903) 596-9911

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Pilot Travel Centers, LLC                        $95,000
c/o Thompson, Coe, Cousins & Irons
John Isabell
700 North Pearl Street 25th Floor
Dallas, TX 75201-8209

Texarkana Truck Center, Inc.                     $60,000
c/o Ronnie Horsley
Attorney at Law
P.O. Box 7017
Tyler, TX 75711

Jimmie & Nancy Allen                             $50,000
c/o Robert B. Evans III
Burgos & Evans LLC
3632 Canal Street
New Orleans, LA 70119

Elliott & Elliott, PC                            $37,000

Robert Hammond                                   $30,000

Nextel                                           $25,000

Douglas Burbridge                                $20,000

Max Express, Inc.                                $20,000

International Profit Associates                  $19,496

Stephen Cooper                                   $15,000

Curiel Trucking                                  $14,123

S & J Trucking Company                           $13,500

Richard Abbott, CPA                              $12,500

Magnum Tire Corporation                          $11,962

JMT Trucking Company                             $10,074

Jason Carpenter                                   $7,458

Joyce Griffin                                     $5,000

S & A Oil Company                                 $5,000

Pollard Publishing Group, Inc.                    $4,975

Truck Pro                                         $4,666


NEFF RENTAL: Moody's Junks Proposed $245M Sr. Sec. Notes' Rating
----------------------------------------------------------------
Moody's Investors Service has assigned a Caa1 long-term rating to
Neff Rental, LLC's proposed $245 million, second priority senior
secured notes due 2012.  The rating agency also assigned a B3
Corporate Family Rating (previously called Senior Implied) to the
company and a Speculative Grade Liquidity (SGL) 3 Rating.  The
rating outlook is stable.

The B3 Corporate Family Rating reflects a number of Moody's
expectations including:

   1) Neff's debt protection measures were weakened due to the
      leveraged buy out of the company primarily by Odyssey
      Investment Partners, LLC;

   2) during 2006 these measures should strengthen as the US
      construction rental market continues to recover;

   3) the company will not, during the intermediate term, make any
      member distributions;

   4) additional borrowings under the $225 million first lien
      senior secured credit facility will be used for seasonal
      working capital needs and "bolt-on' acquisitions;

   5) Neff could proceed with the potential $64 million
      acquisition for which Neff may enter a non-binding letter of
      intent;

   6) excess cash will be used for debt repayment; and

   7) internal cash generation and availability under the first
      lien senior secured credit facility, which is governed by
      borrowing base restrictions, provides adequate liquidity to
      support growth and working capital needs.

Odyssey Investment Partners undertook a leveraged buyout of Neff.
The new capital structure consists of:

   * the $225 million first lien senior secured credit
     facility (unrated);

   * the proposed $245 million in second lien notes (rated Caa1);

   * the $80 million senior subordinated notes (unrated); and

   * a $106 million equity infusion from Odyssey and other
     investors.

Proceeds from the proposed transactions will be used to:

   1) refinance existing debt of $232.9 million;

   2) purchase exiting owner's equity interest for $240.5 million;
      and

   3) pay associated fees and expenses.

The Caa1 rating on the second priority senior secured notes
reflects the junior position relative to the security interest of
the $225 million first lien credit facility on substantially all
of Neff's property and equipment.  Neff Finance Corp. will be a
co-obligor under the second priority senior secured notes.  Neff
Rental, Inc., an operating company and wholly-owned subsidiary of
Neff, will be a guarantor under the second-priority, senior
secured notes.

The SGL-3 Rating reflects Moody's belief that the company will
maintain an adequate liquidity profile over the next 12-month
period.  The SGL rating anticipates that Neff's operating cash
flow generation combined with approximately $100 million available
in early June 2005 under its first lien senior secured credit
facility should be sufficient to fund the company's required
obligations, capital spending, the potential acquisition and other
needs over the next 12 months.  Although internal cash generation
and availability under the borrowing facility should cover all
anticipated requirements, the margin of anticipated sources over
uses is modest and thereby constrains the SGL rating.

Following the severe downturn in the equipment rental sector from
2001 through 2003, Neff was able to restore debt protection
measures that were much improved over those achieved during the
downturn.  For the LTM through March, 2005, the ratio of EBIT to
interest expense was a solid 1.80x and the ratio of debt to EBITDA
was a 2.8x.  Retained cash flow (defined as cash from operations
less dividends) to debt was a solid 24.8%.

However, as a result of the proposed leveraged buyout of the
company there will be marked erosion in the company's credit
metrics.  On a pro forma basis through LTM March 2005, interest
coverage (EBIT/Interest) would reduce to approximately 0.7x,
leverage (Debt/EBITDA) would rise to 4.7x, and retained cash flow
to debt would be a weak 9%.  This represents an aggressive
financial strategy and it increases financial risk materially.
The recapitalization of the company could also result in the
amount of first lien debt increasing as a percentage of debt
within Neff's capital structure.  Moody's believes that the
potential increase of first lien debt warrants a notching of the
second lien notes below the B3 Corporate Family Rating.
Consequently, the rating of the second lien notes is Caa1.

These pro forma credit metrics will be weak for the B3 rating
level.  However, Moody's believes that Neff's competitive
strengths, combined with the robust recovery in the rental
equipment market, will enable the company to steadily strengthen
debt protection measures through 2006.  By FYE 2006, EBIT/Interest
should approximate 1.3x, Debt/EBITDA will be in the area of 3.7x,
and RCF/Debt will be around 15%.  Credit metrics approaching these
levels would be supportive of the B3 rating.

The non-residential construction market, which is the main driver
for the equipment rental industry, is experiencing a solid
recovery with spending growth projected to be in the mid to high-
single digits over the next two years versus the negative growth
experienced in mid-2001 through 2003.  This more favorable
industry outlook should support continued improvement in Neff's
utilization rates, operating margins, and cash generation.

As a result, we anticipate that Neff will be able to fund a
majority of its rental fleet expansion from internally generated
cash.  Moody's believes that Neff will also benefit from the
continuation of the US economic recovery.  This recovery should
support stronger construction spending levels and consequently
more robust fundamentals for the equipment rental sector.  As a
result, Neff's credit metrics are expected to show steady
improvement during the next two years.  Upon closing of the senior
secured notes Neff will have extended its debt maturity profile
until mid-2010 when the first lien credit facility matures.

Notwithstanding favorable industry outlook and the potential
benefits to Neff, the company faces considerable challenges. The
equipment industry is highly competitive.  Additionally, large
OEMs with significant financial resources are entering the
equipment rental business to create another outlet for their
products and to benefit from projected growth in the rental
market.  However, Moody's believes that Neff's business model of
providing predominately earth moving equipment within the mid-
Atlantic, Florida and Southeastern regions mitigates the
competition.  The industry will also remain highly cyclical.

Neff has a high fixed cost structure.  Given the ongoing
cyclicality of the industry, this cost structure will likely
result in significant erosion in the company's operating margins
and cash generation during any future downturn.  In response to
this potential risk, it will be important for the company to
maintain solid liquidity, and to quickly reduce the size of its
fleet when the industry enters a downturn and thereby lowering the
company's fixed costs.

To remain competitive Neff must continue with significant capital
purchases and may approach 2004 levels to take advantage of the
growing business opportunities.  From 2001 through 2004 gross
CAPEX totaled $178 million.  Most CAPEX occurred in 2004, which
totaled $98 million.  Partially offsetting the capital
disbursement requirement is an active secondary market for used
construction equipment.  The sale of equipment into this market
represents a sizeable source of cash flow, particularly during
downturns in the equipment rental market.  Importantly, Neff has
maintained prudent depreciation rates for its rental fleet.
Consequently, residual values of equipment sold in the secondary
market have historically been very close to the realization value.

Neff Corporation, headquartered in Miami, Florida, is a regional
equipment rental company in the Southeast and Mid-Atlantic
regions.


NOMURA ASSET: S&P Lifts Ratings on Classes B-1 and B-2 Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of Nomura Asset Securities Corp.'s commercial mortgage
pass-through certificates from series 1998-D6.  Concurrently, the
ratings on five classes from the same transaction are affirmed.

The raised ratings reflect the steady performance of a seasoned
pool and credit support levels that adequately support the raised
ratings under various stress scenarios.

As of the June 2005 remittance report, the trust collateral
consisted of 316 commercial mortgages with an aggregate principal
balance of $3.33 billion, down from 325 loans totaling
$3.723 billion at issuance.  The master servicer, GMAC Commercial
Mortgage Corp., reported full-year 2004 and 2003 net cash flow
debt service coverage (DSC) for 95.9% of the pool.  Based on this
information and excluding defeased and credit-tenant lease loans,
Standard & Poor's calculated the current weighted average DSC for
the pool to be 1.56x, up from 1.47x at issuance. Approximately
6.3% of the pool (24 loans) has been fully defeased.  Another 7.1%
of the pool consists of CTLs.  To date, the trust has experienced
six losses totaling $16.7 million (0.45% of the pool).  All of the
loans in the pool are current, with the exception of one loan that
is 30-plus days delinquent, one that is 90-plus days delinquent,
and four real estate owned properties. One appraisal reduction
amount for $4.6 million is in effect.

The current top 10 loans have an aggregate outstanding balance of
$979 million (29.41%).  The current weighted average DSC for the
top 10 loans was 1.55x for year-end 2004, up from 1.53x at
issuance.  Excluded from this calculation is the Cinemark Credit
Lease Pool loan, the seventh-largest loan in the pool, with a
current balance of $84.4 million (2.5% of the pool), which is
composed of 10 Cinemark movie theaters.  Cinemark USA Inc.
currently has a 'B+' credit rating and a negative outlook. Two of
the top 10 loans are on GMACCM's watchlist and are discussed
below.  Standard & Poor's reviewed property inspections provided
by the master servicer for all of the assets underlying the top 10
loans and all were characterized as "good."

GMACCM reported a watchlist of 51 loans totaling $601.4 million
(18.07%).  The fifth-largest loan, Oxford Center ($92.8 million,
2.79%) was placed on watchlist due to a low DSC of 1.02x. The low
DSC is the result of decreased rental income due to low occupancy
and rent concessions in a difficult market.  The loan is secured
by a mixed-use retail and office tower, consisting of 871,597
square feet of office space and 68,401 sq. ft. of retail space in
Pittsburgh, Pennsylvania

The ninth-largest loan ($60.6 million, 1.82%), secured by 11
retail centers in nine states, was placed on watchlist because the
anchor tenant at the Raleigh, N.C., location is Winn-Dixie and
occupies 27% of gross leasable area with a lease expiring in 2016.
Winn Dixie Stores Inc. filed for Chapter 11 bankruptcy Feb. 21,
2005.  On June 21, it announced the closing of 326 stores,
including the Raleigh, N.C. property.  The current DSC for this
loan is 1.52x; DSC without the Winn Dixie property is 1.42x.  The
remaining loans are on the watchlist due to low occupancy issues,
lease expirations, and/or low DSC levels.

There are seven loans ($37.9 million, 1.14%) that are currently
with the special servicer, CRIIMI MAE Services L.P.  Of the
specially serviced loans, four are REO, one is 30-plus days
delinquent, and one is 90-plus days delinquent.  The largest
specially serviced loan in the pool, Best Buy ($12.4 million,
0.37%), is secured by two anchored retail properties.  One is
located in City of Industry, Calif. and the other is in Beaver
Creek, Ohio.  The loan was transferred to the special servicer at
the same time a related cross-defaulted loan, the Pierson
portfolios, was transferred due to imminent default.  The property
in California became REO and was sold on April 28, 2005.  The
proceeds are being held by the trust pending proper allocation,
pursuant to the pooling service agreement and the related loan
documents. The property in Ohio is in the process of foreclosure,
which is anticipated in August 2005. No loss is expected.

Pierson Portfolio A and Pierson Portfolio B (cross-collateralized
and cross-defaulted) have an aggregate current balance of $9.3
million (0.28%) and were transferred to the special servicer in
October 2002 due to imminent default.  The loans are secured by
five retail properties in five states (367,414 total sq. ft.).
Four of the five properties have been foreclosed and are REO; the
fifth property is scheduled to be foreclosed in July 2005.  The
most recent appraisals for each of the five properties indicate a
loss at disposition.

The second largest loan, Commerce Point ($8.4 million, 0.25%), is
secured by two office buildings and one flex office building
(236,789 total sq. ft.), all located in Arlington Heights,
Illinois.  Two of the three buildings have been sold and all
proceeds were paid to the trust.  A $4.6 million ARA is in effect.
A recent appraisal of the third remaining building indicates a
loss at disposition.

The Manhattan portfolio ($2.59 million, 0.08%) is secured by three
multifamily buildings (33 total units) located in Manhattan, N.Y.
The loan is in technical default due to building department
citations for needed building repairs.  The most recent DSC is
1.80x, an increase from 1.45x at issuance.  The loan will be
transferred back to the master servicer once the repairs and
citations have been removed.  These issues are expected to take
three months to resolve.

The remaining three loans each have a current balance of $2
million or less (0.15%).  The remaining loans are composed of two
lodging properties and one multifamily property.  The Quality Inn
Orlando Airport loan ($2 million) is secured by a 98-room full-
service hotel and is REO.  The loan was transferred to the special
servicer Nov. 14, 2003 due to imminent default, and later incurred
damages from hurricanes in 2004.  Hurricane-related renovations
were completed in January 2005.  A recent appraisal indicates that
no losses will result.  The Quality Inn - Fairlane loan
($1.3 million) is secured by a 98-room full-service hotel located
in Dearborn, Michigan.  The loan was transferred to the special
servicer Oct. 30, 2004, as the borrower could not make necessary
property improvements.  A forbearance agreement has been finalized
in which the borrower has to either sell or refinance the loan by
Oct. 1, 2005.  A discounted payoff is being negotiated.  The "as
is" appraisal value indicates a small loss.

The Ivy Hills Apartments loan ($1.7 million) is secured by a 149-
unit multifamily property in Cincinnati, Ohio.  The loan was
transferred to the special servicer as a result of fire damage.
The special servicer is negotiating the proceeds with the
insurance company and is negotiating a forbearance agreement with
the borrower.  Once the proceeds are settled and the repairs are
completed, the loan will be monitored under the forbearance
agreement and possibly returned to the master servicer.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans.  The expected losses and resultant credit enhancement
levels adequately support the current ratings actions.

                          Ratings Raised

                    Nomura Asset Securities Corp.
        Commercial mortgage pass-thru certs series 1998-D6

                      Rating
                      ------
            Class   To     From    Credit Enhancement
            -----   --     ----    ------------------
            A-3     AAA    AA-                 17.95%
            A-4     A+     BBB+                12.92%
            A-5     A      BBB                 11.24%
            B-1     BBB-   BB+                  6.49%
            B-2     BB+    BB                   5.37%

                          Ratings Affirmed

                    Nomura Asset Securities Corp.
        Commercial mortgage pass-thru certs series 1998-D6

                 Class    Rating    Credit Enhancement
                 -----    ------    ------------------
                 A1-A     AAA                   30.81%
                 A1-B     AAA                   30.81%
                 A1-C     AAA                   30.81%
                 A2       AAA                   24.10%
                 B-4      B+                     2.29%


OCTANE ENERGY: Shareholders Okay Name Change to NX Capital Corp.
----------------------------------------------------------------
Octane Energy Services Ltd.'s (TSX-V:OES) shareholders voted in
favor of changing the company's name to NX Capital Corp. effective
immediately during the Company's annual general meeting.

Octane emerged from protection under the Companies Creditors
Arrangement Act.  Under the Plan of Arrangement, Octane satisfied
all of its secured and unsecured creditors by payment of 100% of
the outstanding claims approved under the claims process.  The
company intends to carry on as a going concern.


OCWEN HOME: Fitch Holds Junk Rating on 3 Certificate Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on these Ocwen Home Equity
Loan Trust issues:

   Ocwen mortgage loan asset-backed certificates, series 1998-OFS3

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

   Ocwen Residential MBS Corp. mortgage pass-through certificates,
   series 1998-R1

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AA';
      -- Class B-2 affirmed at 'A';
      -- Class B-3 affirmed at 'BBB-'.

    Ocwen Residential MBS Corp. mortgage pass-through
    certificates, series 1998-R2

      -- Class AF- AA affirmed at 'AAA'.

    Ocwen Residential MBS Corp. mortgage pass-through
    certificates, series 1998-R3

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

    Ocwen Residential MBS Corp. mortgage pass-through
    certificates, series 1999-R1 Group F

      -- Class A1-F, AP-F affirmed at 'AAA';
      -- Class B-1F affirmed at 'AA+';
      -- Class B-2F affirmed at 'A+';
      -- Class B-3F affirmed at 'BBB';
      -- Class B-4F remains at 'CC'.

    Ocwen Residential MBS Corp. mortgage pass-through
    certificates, series 1999-R1 Group A

      -- Class A1-A, AP-A affirmed at 'AAA';
      -- Class B-1A affirmed at 'AAA';
      -- Class B-2A affirmed at 'AA';
      -- Class B-3A affirmed at 'BBB';
      -- Class B-4A affirmed at 'BB';
      -- Class B-5A remains at 'C'.

    Ocwen Residential MBS Corp. mortgage pass-through
    certificates, series 1999-R2

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AA';
      -- Class B-2 affirmed at 'BBB';
      -- Class B-3 remains at 'CCC'.

The affirmations, affecting approximately $178.92 million of
outstanding certificates, reflect performance and credit
enhancement levels that are consistent with expectations.

The downgrades, affecting approximately $25.11 million of the
outstanding certificates, reflect the deterioration of CE as a
result of consistent or rising monthly losses.

With the exception of series 1998-OFS3, all of the subject
transactions are collateralized by fixed-rate and adjustable
seasoned mortgage loans and were acquired from the United States
Department of Housing and Urban Development and are re-performing
mortgage loans.  Fitch defines a re-performing loan as one that
has been defaulted on in the past, and is presently 30 days or
more delinquent on regular payments, but has made at least three
payments in the last four months.  The goal of HUD was to make
mortgage credit readily available to American home buyers,
particularly those with low or moderate income.

The series 1998-OFS3 transaction is backed by fixed-rate and
adjustable-rate mortgage loans.  The mortgage pool supporting the
trust is substantially paid down.  As of the May 2005
distribution, monthly excess spread was approximately $60,650.
The three-month and six-month average monthly loss is
approximately $97,507 and $69,597 respectively.  Class B currently
benefits from 8.15% CE ($1.2 million) in the form of over
collateralization.  The 90+ delinquencies represent 24.9% of the
mortgage pool, (which includes foreclosures and REO of 12.65% and
3.61%, respectively).

The CE level for series 1998-R1 class B-3 has declined to 9.10%
from the original 18.17%.  The 90+ delinquencies represent 41.17%
of the mortgage pool, (which includes foreclosures and REO of
5.46% and 2.27%, respectively).

Fitch only rated class A at 'AAA' of the series 1998-R2
transaction.  As of the May 2005 distribution, the non-rated
subordinate bonds consist of classes B-1 through B-6 with total
outstanding certificates balance of $13.73 million.  The class A
current certificate balance is $4.56 million.

The CE level for series 1998-R3 class B-1 has declined to 21.62%
from the original 26.36%.  The original CE of 21.80% for class B-2
provided by classes B-3 through B-6 certificates has been fully
depleted.  The 90+ delinquencies represent 49.18% of the mortgage
pool, (which includes foreclosures and REO of 7.13% and 2.30%,
respectively).

The CE level for series 1999-R1 Group F class B-3F has increased
to 21.01% from the original 10.52%.  The original CE of 7.51% for
class B-4F has decreased to 3.22%.  The 90+ delinquencies
represent 61.28%, (which includes foreclosures and REO of 6.70%
and 2.03%, respectively).

The CE level for series 1999-R1 Group A class B-4A has slightly
increased to 10.16% from the original 8.01%.  The original CE of
5.51% for class B-5A has been fully depleted.  The 90+
delinquencies represent 59.54%, (which includes foreclosures and
REO of 9.02% and 1.81%, respectively).  Note: Groups F and A are
not cross-collateralized.

The CE level for series 1999-R2 class B-2 has slightly increased
to 34.13% from the original 27.40%.  The original CE of 19.28% for
class B-3 has decreased to 8.82% and the CE for class B-4 has been
fully depleted.  The 90+ delinquencies represent 74.36%, (which
includes foreclosures and REO of 7.48% and 0.56%, respectively).

The above deals have pool factors (i.e., current mortgage loans
outstanding as a percentage of the initial pool) ranging from 5%
to 23%.  The pools are seasoned from a range of 70 to 86 months.

All of the data listed above are as of May 2005 distribution.

All mortgage loans are being serviced by Litton Loan Servicing,
LP.  Litton, a subsidiary of Credit Based Asset Servicing and
Securitization LLC, is rated 'RPS1' for subprime and high loan to
value products and 'RSS1' as special servicer by Fitch.

Fitch will continue to closely monitor this deal.

Further information regarding delinquencies, losses and credit
enhancement is available on the Fitch Ratings web site at
http://www.fitchratings.com/


PARAGON INVESTMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Paragon Investment LLC
        3574 Harding Street
        Carlsbad, California 92008

Bankruptcy Case No.: 05-03675

Type of Business: The Debtor is an affiliate of Paragon Investment
                  Corporation, which filed for chapter 11
                  protection on Jan. 24, 2005 (Bankr. D. Ariz.
                  Case No. 05-00314) with Honorable Eileen W.
                  Hollowell presiding.  Paragon Investment
                  Corporation's chapter 11 filing was reported in
                  the Troubled Company Reporter on January 26,
                  2005.

Chapter 11 Petition Date: June 29,2005

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: R. David Sobel, Esq.
                  Leonard Felker Altfeld Et al.
                  250 North Meyer Avenue
                  Tucson, Arizona 85701-1047
                  Tel: (520) 622-7733
                  Fax: (520) 622-7967

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


PCA LLC: $80 Million Debt Financing Cues S&P's Watch Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit and 'CCC' senior unsecured debt ratings on Matthews, North
Carolina-based PCA LLC on CreditWatch with developing
implications.

"The CreditWatch placement is based on PCA's pursuit of an
additional $80 million in debt financing to provide operating
liquidity," said Standard & Poor's credit analyst Kristi
Broderick.

In its audit of PCA's financial statements, the company's
accountants expressed doubt about PCA's ability to continue as a
going concern.  However, the company anticipates that the net
proceeds of $50 million in second-lien notes, together with its
new $10 million senior secured (first-lien) revolving credit
facility and new $20 million letters of credit facility, will
provide sufficient liquidity to satisfy its cash requirements for
fiscal 2006.

Upon successful completion of the offering and covenant default
waivers, the existing corporate credit rating of 'CCC+' is
expected to be raised to 'B-' with a negative outlook.  However,
if PCA is not able to obtain the new financing, there will be
serious liquidity concerns for the company.

If the secured notes offering is successful, the existing $165
million senior unsecured notes are likely to maintain their 'CCC'
rating and have a less advantageous position in the capital
structure following an additional layer of secured financing.  The
proposed $50 million senior secured second-lien notes due 2009
will also be rated 'CCC', reflecting the amount of priority debt
ahead of them in the capital structure.

The company has yet to file its annual 10-K report for the fiscal
year ended Jan. 30, 2005.  The inability to file in a timely
manner relates to an investigation of the activities of former
employees of a foreign subsidiary.  The consolidated annual
financial statements (for the fiscal year ended Jan. 30, 2005), as
well as the consolidated quarterly financial statements (for the
quarter ended May 1, 2005) are expected to be filed after the
consummation of the debt financing.

Operating under the trade name Wal-Mart Portrait Studios, PCA is
the sole portrait photography provider for Wal-Mart Stores Inc. As
of Jan. 30, 2005, PCA operated 2,401 portrait studios in Wal-Mart
stores in the U.S., as well as a few other countries.


PC LANDING: Wants Open-Ended Deadline to Decide on Leases
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
PC Landing Corporation and its debtor-affiliates more time to
assume, assume and assign, or reject its unexpired nonresidential
real property leases.

The Debtors asked the Court to extend their lease decision period
until the effective date of any reorganization plan confirmed in
their bankruptcy cases.  The Debtors say an open-ended extension
is necessary because they need more time to negotiate with various
state and federal agencies and third parties over certain
agreements stipulated in their proposed plan.

The Debtors add that they haven't been able to decide on the
leases because their efforts have been focused on:

    a) negotiating the use of cash collateral with the Bank Group

    b) addressing regulatory issues and disputes with various
       entities;

    c) stabilizing their businesses;

    d) negotiating new operating contracts with various entities;

    d) pursuing inquiries from potential purchasers in connection
       with the sale if their assets;

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.


PC LANDING: Plan Solicitation Period Intact Until December 2
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Dec. 2, 2005, PC Landing Corp. and its debtor-affiliates'
exclusive plan solicitation period.  As reported in yesterday's
edition of the Troubled Company Reporter, the Debtors filed their
First Amended Plan of Reorganization on June 27, 2005.

The Debtors need more time to continue negotiating with various
state and federal agencies, and third parties to resolve certain
issues that will affect the Debtors' ability to confirm their
Plan.  Extension of the solicitation period will facilitate an
orderly, efficient and cost-effective plan process for the benefit
of all parties-in-interest, the Debtors said.

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: Files Annual & Quarterly Reports with SEC
-------------------------------------------------------
PETCO Animal Supplies, Inc. (Nasdaq: PETCE) filed with the
Securities and Exchange Commission its annual report on Form 10-K
for the fiscal year ended January 29, 2005, as well as its
quarterly report on Form 10-Q for the first quarter of fiscal
2005.

The fourth quarter and fiscal year 2004 audited results reflect
these changes:

    * An after-tax charge of $3.6 million, or $0.06 per diluted
      share, related to the conclusions of an internal review.  As
      previously announced on April 15, 2005, subsequent to the
      Company's March 10, 2005 earnings release, PETCO discovered
      within its Distribution Operation instances of errors in
      which certain expenses were under-accrued.  Upon
      identification of these errors, the Company commenced a
      comprehensive internal review, which is now complete.  The
      internal review concluded that the errors were limited to
      the Distribution Operation.  In addition, the internal
      review confirmed that a restatement of prior financial
      statements would not be necessary.

    * An income tax benefit of $2.3 million, or $0.04 per diluted
      share, reflecting a one-time favorable adjustment of an
      income tax accrual.  Subsequent to the Company's March 10,
      2005 earnings release, PETCO identified a one-time favorable
      adjustment of an income tax accrual related to certain
      franchise taxes.  This favorable income tax adjustment has
      been recorded in the fourth quarter of fiscal 2004.

Reflecting these adjustments, net earnings in fiscal 2004 were
$82.4 million.  Pro forma net earnings for fiscal 2004, as
adjusted, were $84.9 million excluding the one-time income tax
benefit, compared to pro forma net earnings previously reported on
March 10, 2005 of $88.6 million.

"We are pleased to file our Form 10-K, which represents the final
step in a process that included a comprehensive internal review,"
commented PETCO's Chief Executive Officer, James M. Myers.  "While
it was very disappointing to identify a control deficiency in any
part of our Company, it is important to note that the
comprehensive review, which included the participation of
independent, external experts, concluded that the errors in under-
accruals were limited to our Distribution Operation.  We acted
quickly and decisively to strengthen our controls, processes and
oversight responsibilities to prevent such errors in the future."

The filing of PETCO's 10-K and first quarter 2005 10-Q will bring
the Company back in compliance with SEC filing requirements, and
is expected to result in the cancellation of the NASDAQ review
process with respect to the delisting of PETCO stock and the
restoration of the stock symbol to "PETC".

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.


PORTRAIT CORP: Issuing $50 Mil. Notes in Proposed Debt Financing
----------------------------------------------------------------
PCA LLC, a wholly owned subsidiary of Portrait Corporation of
America, Inc., and PCA Finance Corp., PCA LLC's wholly owned
subsidiary, reported plans to refinance PCA LLC's existing bank
indebtedness and provide additional working capital.

In the debt financing, the Issuers propose to issue $50 million in
aggregate principal amount of senior secured notes.  The closing
of the debt financing is contingent upon the closing of PCA LLC's
new $10 million senior secured revolving credit facility and new
$20.0 million letters of credit facility.

Portrait Corporation of America, Inc., is the largest operator of
retail portrait studios in North America and one of the largest
providers of professional portrait photography products and
services in North America based on sales and number of customers.
Operating under the trade name Wal-Mart Portrait Studios, the
Company is the sole portrait photography provider for Wal-Mart
Stores, Inc.  As of January 30, 2005, the Company operated 2,401
permanent portrait studios in Wal-Mart discount stores and
supercenters in the United States, Canada, Mexico, Germany and the
United Kingdom and provided traveling services to approximately
1,000 additional Wal-Mart store locations in the United States.
The Company also serves other retailers and sales channels with
professional portrait photography services.

At Oct. 31, 2004, Portrait Corporation of America, Inc.'s balance
sheet showed a $177,025,000 stockholders' deficit, compared to a
$139,750,000 deficit at Feb 1, 2004.

                        *     *     *

As reported in the Troubled Company Reporter on June 20, 2005, the
Company filed a Form 12b-25, Notification of Late Filing, in
connection with its Quarterly Report on Form 10-Q, which was due
on June 15, 2005.  In its filing, the Company noted it was unable
to timely file its 10-Q for the thirteen weeks ended May 1, 2005,
because it has not yet filed its Annual Report on Form 10-K for
the fiscal year ended January 30, 2005.


PRIMUS TELECOMMS: High Business Risk Prompts S&P to Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on McLean,
Virginia-based international long-distance telecommunications
carrier Primus Telecommunications Group Inc. and related entities.
The corporate credit rating was lowered to 'CCC+' from 'B-'.  The
ratings were removed from CreditWatch, where they were placed on
May 5, 2005, following the company's first-quarter 2005 earnings
announcement, which included reported EBITDA that were less than
expected by Standard & Poor's.  The outlook is negative.

"The downgrade reflects our assessment of Primus' heightened
business risk, and higher uncertainty about the accompanying level
of EBITDA the company will be able to achieve in 2005," said
Standard & Poor's credit analyst Catherine Cosentino.  EBITDA --
at $10 million for the first quarter of 2005, before writedowns --
dropped by 60% sequentially, and 77% on a year-over-year basis.
The ratings could be lowered within the next one to two quarters
if net cash requirements do not substantially abate from the first
quarter 2005 level of $24 million.

Absent a significant improvement, the company's liquidity would be
subject to material weakening.  EBITDA has been under pressure
over the past 12 to 15 months, on the combination of increased
competition from the local incumbent telephone companies,
especially in the company's Canadian and Australian markets, and
incremental expenses incurred by the company for the marketing of
new product initiatives to combat such competition, such as voice
over Internet Protocol (VoIP) services and wireless resale.  There
is a high degree of volatility in EBITDA and substantial loss of
investor confidence in the company, as exhibited by significant
declines in the company's bond prices since its first-quarter
earnings announcement on May 2.  As a result, the company may come
under increasing pressure to restructure its debt burden, and the
company indicated in its earnings press release that it will
evaluate and determine the most efficient use of its capital,
including exchanging or retiring certain of its debt in privately
negotiated transactions, open market purchases or by other direct
or indirect means.

Moreover, long-term prospects for the company's residential and
business telecom services remains highly uncertain.  Such factors,
combined with the potential impact of the company's announced cost
reduction plans on its ability to compete effectively against
larger, financially stronger companies such as Bell Canada and
Telstra, create a highly vulnerable business risk profile.


QUEST TRUST: Moody's Rates Class M-7 Sub. Certificate at Ba1
------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Quest Trust 2005-X1, and ratings ranging
from Aa2 to Ba1 to the subordinate certificates in the deal.

The securitization is backed by Scratch and Dent (79%) and
reperforming, small balance and other (21%) mortgage loans,
originated by Ameriquest Mortgage Company or by one of its
subsidiaries or affiliates.  The ratings are based primarily:

   a) on the credit quality of the loans; and
   b) on the protection from:

      * subordination,
      * overcollateralization, and
      * excess spread.

Moody's expects collateral losses to range from 8.25% to 9.00%.

The complete rating actions are:

Quest Trust 2005-X1, Asset Backed Certificates, Series 2005-X1

Master Servicer: Ameriquest Mortgage Company

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


RESIDENTIAL ASSET: Fitch Places Low-B Ratings on $7.5M Certs.
-------------------------------------------------------------
Residential Asset Securities Corporation series 2005-KS6, is rated
by Fitch Ratings:

     -- $225.7 million class A-1 'AAA';
     -- $100 million class A-2 'AAA';
     -- $100 million class A-3 'AAA';
     -- $42.4 million class A-4 'AAA';
     -- $19.8 million class M-1 'AA+';
     -- $21.9 million class M-2 'AA+';
     -- $7.2 million class M-3 'AA';
     -- $15.9 million class M-4 'AA-';
     -- $9.9 million class M-5 'A+';
     -- $7.2 million class M-6 'A';
     -- $11.1 million class M-7 'A';
     -- $7.5 million class M-8 'BBB+';
     -- $6.6 million class M-9 'BBB';
     -- $6 million class M-10 'BBB';
     -- $6 million class M-11 'BBB-';
     -- $4.5 million class B-1 'BB+';
     -- $3 million class B-2 'BB'.

The 'AAA' rating on the senior certificates reflects the 21.95%
initial credit enhancement provided by 3.30% class M-1, the 3.65%
class M-2, the 1.20% class M-3, the 2.65% class M-4, the 1.65%
class M-5, the 1.20% class M-6, the 1.85% class M-7, the 1.25%
class M-8, the 1.10% class M-9, the 1.00% class M-10, the 1.00%
class M-11, the 0.75% class B-1, the 0.50% class B-2, the 0.25%
class B-3, along with overcollateralization. The initial and
target OC is 0.60%.

In addition, the ratings reflect the strength of the transaction's
legal and financial structures and the attributes of the mortgage
collateral.  The ratings also reflect the strength of the
servicing capabilities represented by Homecomings Financial
Network, Inc., rated 'RPS1' by Fitch, and Residential Funding
Corporation as master servicer.

The collateral pool consists of 4,032 fixed- and adjustable-rate
loans and totals $600 million as of the cut-off date. The weighted
average original loan to value is 81.09%.  The average outstanding
principal balance is $148,748 the weighted average coupon is
7.4083% and the weighted average remaining term to maturity is 357
months.  69.58% of the loans have prepayment penalties.  The loans
are geographically concentrated in California (14.10%), Florida
(11.86%) and Texas (6.61%).

The loans were sold by RFC to RASC, the depositor.  Prior to
assignment to the depositor, RFC reviewed the underwriting
standards for the mortgage loans and purchased all the mortgage
loans from mortgage collateral sellers who participated in or
whose loans were in substantial conformity with the standards set
forth in RFC's AlterNet program.

The AlterNet program was established primarily for the purchase of
mortgage loans made to borrowers that may have imperfect credit
histories, higher debt to income ratios or mortgage loans that
present certain other risks to investors.  The depositor, a
special purpose corporation, deposited the loans in the trust,
which then issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust as two real
estate mortgage investment conduits.


RESI FINANCE: S&P Places Low-B Ratings on Five Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to RESI
Finance Ltd. Partnership 2005-B/RESI Finance DE Corp. 2005-B's
$138.104 million real estate synthetic investment securities
series 2005-B.

The ratings are based on credit enhancement levels, the
transaction's shifting interest structure, a legal structure
designed to minimize potential losses to security holders caused
by the insolvency of the issuer, and the credit rating assigned to
Bank of America N.A. (AA/Stable/A-1), based on its obligations
according to the forward delivery and credit default swap
agreements.

                        Ratings Assigned

               RESI Finance Ltd. Partnership 2005-B/
                   RESI Finance DE Corp. 2005-B

            Class             Rating               Amount
            -----             ------               ------
            B3                AA-             $42,861,000
            B4                A+              $19,049,000
            B5                BBB+            $23,811,000
            B6                BBB              $7,619,000
            B7                BB              $25,716,000
            B8                BB-              $4,762,000
            B9                B+               $4,762,000
            B10               B                $4,762,000
            B11               B                $4,762,000


RESIX FINANCE: Moody's Rates Class B7, B8, B9 & B10 Notes at Low-B
------------------------------------------------------------------
Moody's Investors Service assigned ratings of Ba2, Ba3, B2 and B3
to the Class B7 Notes, Class B8 Notes, Class B9 Certificates and
Class B10 Certificates, respectively, issued by RESIX Finance
Limited Credit Linked Notes, Series 2004-A.  The credit-linked
notes replicate the cash flow of synthetic RMBS securities issued
with respect the Real Estate Synthetic Investment Securities,
Series 2004-A transaction.

The complete rating actions are:

Issuer: RESIX Finance Limited

Issue: RESIX Finance Limited Credit-Linked Notes, Series 2004-A

   * Class B7 Notes, rated Ba2
   * Class B8 Notes, rated Ba3
   * Class B9 Certificates, rated B2
   * Class B10 Certificates, rated B3


SECURITY CAPITAL: Files Annual & Quarterly Reports with SEC
-----------------------------------------------------------
Security Capital Corporation (AMEX: SCC) filed its Annual Report
on Form 10-K for the fiscal year ended Dec. 31, 2004.  The Company
disclosed that the 2004 Form 10-K reported income available to
common stockholders of $2,476,000 for the quarter ended Dec. 31,
2004, and $1,958,000 for the year ended Dec. 31, 2004.

These amounts are in each case $363,000 less than the estimated
amounts previously announced on June 20, 2005, of $2,839,000 and
$2,321,000, respectively, due to certain tax-related adjustments
to the Company's financial statements.  The Company further
disclosed that the 2004 Form 10-K reported basic and diluted
earnings per common share for the quarter ended Dec. 31, 2004, of
$0.38 and $0.36, respectively, compared to the estimated basic and
diluted earnings per common share for the quarter ended Dec. 31,
2004 of $0.44 and $0.41, respectively, which the Company had
announced on June 20, 2005.

                           Waivers

At Dec. 31, 2004, WC Holdings, Inc., maintained an $8,000
revolving line of credit, and Primrose maintained a $1,000
revolving line of credit.  The WC Revolver was replaced with the
Amended WC Revolver on March 31, 2005.  There were no borrowings
under the WC Revolver or the Primrose Revolver at Dec. 31, 2004.
Management believes that cash flow from operations along with the
available borrowing capacity under the Revolvers will be
sufficient to fund Security Capital's operations and service its
debt for the next 12 to 24 months.

As a result of the transactional, financial and operational
relationships between the CompManagement, Inc., companies and
certain members of CMI Management, and the failure to obtain the
lender's prior written consent for certain acquisitions and other
actions taken during 2004, WC was in default of certain covenants
under the WC Revolver and the WC Term Debt.  WC had obtained a
waiver from the lender for these events of default prior to the
filing of its Form 10-Q for the quarter ended Sept. 30, 2004.

The Term Loan and Amended WC Revolver contain restrictive
covenants that prohibit or limit certain actions, including
specified levels of capital expenditures, investments and
incurrence of additional debt, and require the maintenance of a
minimum fixed charge ratio.  Borrowings are secured by a pledge of
substantially all assets at the subsidiary level, as well as a
pledge of the Company's ownership in the subsidiary.  The Credit
Agreement contains provisions that required WC to deliver audited
financial statements for 2004 to the lender by the end of
April and require WC to deliver monthly financial statements
beginning April 2005.  WC has obtained a waiver from the lender
until June 30, 2005, to deliver audited financial statements for
2004 and until Aug. 31, 2005, to begin delivering monthly
financial statements.

                           Delisting

As reported in the Troubled Company Reporter on June 27, 2005, the
American Stock Exchange halted trading of Security Capital
Corporation's shares on June 22, 2005, due to a marked increase
in the trading price and a higher than average trading volume of
the shares.  The Company knows of no corporate reason for such
volatility of its stock.

                         Sale Process

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

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

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

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


SOLUTIA INC: Monsanto & Pharmacia Wants Complaint Dismissed
-----------------------------------------------------------
Since last year, the Official Committee of Equity Security Holders
appointed in the chapter 11 cases of Solutia, Inc., and its
debtor-affiliates engaged in an extensive investigation and
analysis regarding the circumstances and structure of the 1997
spin-off of Solutia, Inc., by Pharmacia Corporation (Old
Monsanto).  The Equity Committee's investigation included
extensive legal analysis and the review of tens of thousands of
pages of documents produced by Pharmacia, Monsanto Company,
Goldman Sachs & Company and the Debtors.

As a result of the investigation, the Equity Committee commenced
an adversary proceeding against Monsanto.

Pharmacia and Monsanto are now seeking to dismiss the complaint.

The premise of the Complaint is that the spin-off was a
fraudulent transfer in that the original Monsanto Company forced
Solutia, Inc., to take on excessive liabilities and insufficient
assets, such that Solutia was destined to fail from its
inception.  Bruce R. Zirinsky, Esq., at Cadwalader Wickersham &
Taft LLP, in New York, contends that these assertions are
baseless, and contradicted by indisputable evidence and documents
in the possession of the Official Committee of Equity Security
Holders.

According to Mr. Zirinsky, bad things happen to a business when
management fails to protect either the business or its balance
sheet.  Solutia inherited Old Monsanto's chemical business, which
historically served as a reliable "ATM" having strong operating
cash flow and global reach.  Left to its own devices following
its spin-off from Old Monsanto, Mr. Zirinsky reports that
Solutia's management embarked on a series of misguided decisions
to repurchase its own common stock, repay all of its short-term
debt, go on a spending spree of acquisitions, and, in the
process, incur three significant issues of public debt to cover
its mistakes.

"After obtaining its independence from Old Monsanto, Solutia's
management made a series of choices," Mr. Zirinsky says.  "It did
not choose wisely."

Mr. Zirinsky explains that from the outset, the goal of the
spin-off was to create two separate, financially viable and sound
businesses.  Old Monsanto and Solutia accomplished that goal.
Following the spin-off, Solutia had strong earnings and cash
flow.  Wall Street recognized Solutia as a leading producer for
most of its products and held high expectations for Solutia's
future performance.

Consistent with the goal of the spin-off and market expectations,
Solutia enjoyed substantial profits for several years following
the spin-off, and its share price reached a high of $32 per share
within six months after the spin-off.  Solutia's management was
so confident about the future success of its business that it
spent hundreds of millions of dollars to repurchase over 26.5
million shares of Solutia stock.

Mr. Zirinsky discloses that the success of the spin-off even
served as the subject of a business school case study.  In
September 1998, the then Chairman and Chief Executive Officer of
Solutia, Robert C. Potter, presented a case study for the Center
for the Study of American Business at the Washington University
in St. Louis, titled "Expectations Set -- And Met: Lessons From A
Successful Spinoff."  In the case study, Mr. Potter listed the
accomplishments achieved by Solutia following the spin-off:

   * Won the support of chemical analysts;

   * Reduced debt by $400 million through second quarter 1998;

   * Established $3.5 billion in market capitalization;

   * Repurchased approximately 3 million shares, to return value
     to shareholders; and

   * Exceeded consensus earnings per share estimates every
     quarter through second quarter 1998.

Mr. Zirinsky notes that Solutia's ultimate downfall came not as a
result of the terms of the spin-off, but rather, questionable
business decisions and bad economic conditions.  Even as late as
December 2001, Solutia attributed the $200 million drop in cash
from operations from 2000 to 2001 as being "primarily
attributable to lower net earnings associated with recession-like
economic conditions experienced in the United States during
2001."  Mr. Zirinsky contends that at no point prior to the
Petition Date has Solutia asserted that the spin-off was a
fraudulent transfer or otherwise responsible for its financial
downturn.

The Equity Committee has chosen to ignore facts and files the
Complaint with baseless factual allegations, presumably to
extract some value for its constituency, even though Solutia is
hopelessly insolvent, and the equity holders likely will not be
entitled to any distribution from the estate, Mr. Zirinsky
maintains.

Mr. Zirinsky adds that the Equity Committee lacks standing to
prosecute the claims in the Complaint because, to the extent that
they exist at all, the claims belong to creditors and the Solutia
estate.  The Solutia estate and creditors have already commenced
adversary proceedings against Pharmacia and New Monsanto to
prosecute these claims, and the parties have voluntarily agreed
to a stay of the litigation, pending negotiations to resolve
these claims.  It makes little sense to permit the Equity
Committee to disrupt the ongoing settlement discussions by
permitting it to prosecute duplicative claims that it has no
standing to assert.

Accordingly, Pharmacia and New Monsanto ask the Court to dismiss
the Complaint, or in the alternative, stay the adversary
proceeding.

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: Gets Final Court Approval of DIP Facility
----------------------------------------------------------
The Honorable George R. Hodges of the U.S. Bankruptcy Court for
the Western District of North Carolina gave Southaven Power, LLC,
final approval of a DIP Financing Agreement with Calyon New York
Branch, acting as Administrative Agent for itself and a syndicate
of financial institutions.

Southaven can now access postpetition financing of up to $25
million comprised of a $15 million revolving credit facility and a
$10 million letter of credit.

The Debtor will use the new loan for the orderly continuation of
its business, to maintain business relationships with its
customers, suppliers and vendors, and to satisfy working
capital and operational needs.

To adequately protect their interests, Calyon New York and the DIP
Lenders are granted valid, binding, continuing, enforceable,
fully-perfected first priority senior security interest and lien
on all of the Debtor's pre-petition and post-petition property.

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.


SOUTHAVEN POWER: Entergy Demands $240,000 Utility Service Deposit
-----------------------------------------------------------------
Entergy, Mississippi Inc. asks the U.S. Bankruptcy Court for the
Western District of North Carolina for an order to compel
Southaven Power, LLC, to provide adequate assurance of payment for
future utility services pursuant to Section 366(b) of the
Bankruptcy Code.

                     Debtor's Accounts
                 With Entergy Mississippi

Entergy Mississippi supplies both retail electric service and
wholesale transmission services in several markets, including the
Debtor's electric power-generation plant located in Southaven,
Mississippi.  Entergy is therefore a "utility" as that term is
defined in Section 366 of the Bankruptcy Code.

The Debtor has two open accounts with Entergy for retail electric
service, and as of the Petition Date, the Entergy Accounts had an
aggregate balance of approximately $120,000.  Before filing for
bankruptcy, the Debtor was required under applicable state law to
provide some sort of deposit or other form of security to ensure
prompt payment of service provided pursuant to the Entergy
Accounts.

The Debtor provided a Security in the form of a $240,000 cash
deposit as security for payment of invoices under the Entergy
Accounts.

On the Petition Date, the Debtor filed a request with the Court
for an order (a) Deeming Utility Companies Adequately Assured of
Future Performance and (b) Establishing the Procedure for
Determining Further Assurances.

In those two motions, the Debtor requests:

   1) that the Debtor's utility providers, including Entergy be
      enjoined from altering, refusing, or discontinuing services
      on account of pre-petition invoices, or require payment of a
      deposit or receipt of other security in connection with
      unpaid pre-petition charges;

   2) deeming the utility companies adequately assured of payment
      for post-petition services without the need for additional
      deposits or security; and

   3) establishing procedures for determining requests for
      additional assurances pursuant to Section 105 and 366 of the
      Bankruptcy Code.

The Court approved the Debtor's request on May 24, 2005.

              Entergy Mississippi's Objections and
             Request for Adequate Assurance Payment

Entergy Mississippi explains that read literally, the Court-
approved Utility Order provides that utility companies will be
enjoined from exercising their state law rights under Section 366
of the Bankruptcy Code to unilaterally terminate for a post-
petition default.  The state law unilateral termination rights are
suspended by the Court's Utility Order unless otherwise ordered by
it.

Furthermore, the Court's Utility Order establishes a prolonged
procedure that effectively extends the 20-day stay period from the
Petition Date found within Section 366 of the Bankruptcy Code to a
total of 35 days plus some reasonable period of time from the
Petition Date.

Entergy objects to the Utility Order on the grounds that its
prevents Entergy from exercising its applicable state-law rights
and places more risk of loss in contravention of Section 366 of
the Bankruptcy Code.

Entergy Mississippi tells the Court that it should grant its
request to compel the Debtor to make a deposit or letter of credit
of $250,000, representing a two-month deposit for the Entergy
Accounts as assurance that the Debtor will pay for future usage of
Entergy's services.

The Bankruptcy Court held a hearing on June 15, 2005, to consider
Entergy's request, Court records show that it hasn't rendered a
decision to date.

       About Entergy Mississippi & Entergy Corporation

Entergy Mississippi, Inc., a subsidiary of Entergy Corporation,
serves approximately 420,000 customers in 45 of Mississippi's 82
counties.  Entergy Corporation is an integrated energy company
engaged primarily in electric power production and retail
distribution operations.  Entergy Corp. owns and operates power
plants with approximately 30,000 megawatts of electric generating
capacity, and it is the second-largest nuclear generator in the
United States.

Entergy Corp. delivers electricity to 2.7 million utility
customers in Arkansas, Louisiana, Mississippi and Texas.  Entergy
has annual revenues of more than $10 billion and approximately
14,000 employees.

                   About Southaven Power

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.


SUPERIOR WHOLESALE: Moody's Rates $53.16M Class D Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned ratings of Aaa, A2, Baa2 and
Ba2 to the securities issued by Superior Wholesale Inventory
Financing Trust XII.  The complete rating action is:

Complete rating action:

Issuer: Superior Wholesale Inventory Financing Trust XII

   * $1,250,000,000 Class A Floating Rate Asset Backed Term Notes,
     Series 2005-A, rated Aaa

   * $1,250,000,000 Floating Rate Asset Backed Revolving Note,
     Series 2005-RN1, rated Aaa

   * $127,583,000 Class B Floating Rate Asset Backed Term Notes,
     Series 2005-A, rated A2

   * $53,160,000 Class C Floating Rate Asset Backed Term Notes,
     Series 2005-A, rated Baa2

   * $53,160,000 Class D Floating Rate Asset Backed Term Notes,
     Series 2005-A, rated Ba2

Moody's said the ratings are based on:

   * the quality of the portfolio and underlying collateral
     securing the floorplan loans;

   * the strength of the transaction structure;

   * credit enhancement in the form of a reserve fund and
     subordination; and

   * the experience and expertise of GMAC as servicer.

The assets in the trust consist primarily of a pool of receivables
resulting from wholesale (dealer floorplan) secured loans offered
by GMAC to both GMAC-franchised dealers and to dealers that are
not affiliated with a GMAC-franchised dealership.  The Aaa-rated
Series 2005-RN1 Revolving Notes were purchased in a private
transaction by New Center Asset Trust, a GMAC-sponsored asset-
backed commercial paper program.

As of June 8, 2005, the aggregate principal amount of loans in the
pool was approximately $4.886 billion, of which approximately
$4.253 billion would be considered eligible receivables.  As of
March 31, 2005, GMAC's U.S. serviced wholesale loan portfolio was
approximately $34.5 billion.  Losses on the serviced portfolio
have been extremely low.

Total credit support for the Aaa senior SWIFT XII notes totals at
closing 10.5% in the combined form of subordinated Notes, sized at
5.50% of SWIFT XII's maximum pool balance of $4.253 billion, plus
a certificate of 3.5% of the maximum pool balance and plus a
reserve account, sized at 1.5% of the maximum pool balance.  This
level of enhancement is higher than the one required from the
previous SWIFT transaction (SWIF XI) and is the result of a
downgrade trigger requiring the reserve fund to step up
enhancement by 1%.

Like SWIFT XI, SWIFT XII does not feature a basis swap to hedge
the potential risk presented by interest payable on the securities
being LIBOR-based while the underlying floorplan receivables earn
interest at a Prime-based rate.  Moody's determined that there is
sufficient liquidity in the SWIFT XII structure to cover the
potential basis risk in the unlikely event that Prime and LIBOR
rates invert.

When assessing the quality of the dealer floorplan loans in this
transaction, Moody's evaluated, among other things, the company's
underwriting standards, historical performance of GMAC's floorplan
receivable portfolio and the potential effect on performance that
would result from deterioration in the auto market or in the
credit of General Motors Corporation.  The joint probability of
default of the dealer in paying interest or principal on its loan
and the manufacturers failing to honor their repurchase
agreements, together with stressed recovery rates on liquidated
vehicles, were significant factors in Moody's assessment of the
overall credit quality of the transaction.

Overall, U.S. portfolio performance declined marginally as
indicated by the level of losses, which continue nevertheless to
be minimal, and by dealer inventory turnover rates.  The dealer
concentration limit will be 1% for all dealers despite
consolidation in the dealer industry.

The average payment rate on the U.S. portfolio, which is defined
as the ratio of principal collections on dealer loans over the
ending principal balance, has ranged over the past 10 years, from
an average of 54.6% during 1994 to 35.3% in 2004.  As of March 31,
2005 the average payment rate on the U.S. portfolio is 31.8% to be
compared with 33.3% in 2004.  Some of the recent decline in the
payment rate can be attributable to General Motors' continued
relatively high level of new car production despite a reduction in
new car sales volume.  The transaction provides protection against
a precipitous drop in the payment rate: if the three-month average
payment rate drops below a 20% trigger, the transaction will enter
liquidation and should essentially cause the bonds to amortize
quickly from the cash flow of a short-term asset.

Prior to hitting this payment rate trigger, if the three-month
average payment rate drops below 25% while staying above 22.5%,
the required reserve fund balance will increase by 0.75%, which
needs to be met by the next payment date to avoid an early
amortization event.  Similarly, if this same average payment rate
were to fall below 22.5% while staying above 20%, the required
reserve balance will increase by another 1.25%.

The transaction features other standard early and rapid
amortization events that protect the investor against worse-than-
expected performance.  Principal receivables relating to used
vehicles are limited to 20% of the pool balance; amounts in excess
of this concentration limit will provide incremental, dollar for
dollar credit enhancement to the transaction.  Additionally
principal collections can be used to pay interests on the term
Notes.

                         The Company

GMAC, the servicer, is a wholly owned subsidiary of General Motors
Corporation.  The principal business of GMAC is financing the
acquisition and sale of GM and other manufacturers' products by
its franchised GM dealers.  GMAC's long-term senior unsecured debt
is rated Baa2 and its commercial paper is rated Prime-2.  Moody's
outlook on both ratings is negative.


TABERNA PREFERRED: Fitch Puts BB+ Rating on $42M Class F Notes
--------------------------------------------------------------
Fitch Ratings assigns these ratings to TABERNA PREFERRED FUNDING
II LTD./INC.:

     -- $400,000,000 class A-1A first priority delayed draw senior
        secured floating-rate notes due 2035 'AAA';

     -- $106,500,000 class A-1B first priority senior secured
        floating-rate notes due 2035 'AAA';

     -- $10,000,000 class A-1C first priority senior secured
        fixed/floating-rate notes due 2035 'AAA';

     -- $86,500,000 class A-2 second priority senior secured
        floating-rate notes due 2035 'AAA';

     -- $120,500,000 class B third priority secured floating-rate
        notes due 2035 'AA';

     -- $73,750,000 class C-1 deferrable fourth priority secured
        floating-rate notes due 2035 'A';

     -- $26,000,000 class C-2 deferrable fourth priority secured
        fixed/floating-rate notes due 2035 'A';

     -- $15,000,000 class C-3 deferrable fourth priority secured
        fixed/floating-rate notes due 2035 'A';

     -- $31,250,000 class D deferrable fifth priority secured
        floating-rate notes due 2035 'A-';

     -- $31,250,000 class E-1 deferrable mezzanine secured
        floating-rate notes due 2035 'BBB'.

     -- $10,500,000 class E-2 deferrable mezzanine secured
        fixed/floating-rate notes due 2035 'BBB'.

     -- $42,500,000 class F deferrable subordinate secured
        floating-rate notes due 2035 'BB+'.

The ratings of the class A-1A, A-1B, A-1C, A-2, and B notes
address the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.

The ratings of the class C-1, C-2, C-3, D, E-1, E-2, and F notes
address the likelihood that investors will receive ultimate and
compensating interest payments, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date.  Periodic payments on the notes will be paid
quarterly starting in November 2005.

The notes are supported by the cash flows of a static portfolio
consisting of trust preferred securities issued by subsidiaries of
real estate investment trusts and real estate operating companies,
senior REIT debt securities, and commercial-mortgage-backed
securities.  Of the total portfolio, approximately 88% are REIT
trust preferred securities, approximately 3% are CMBS, and
approximately 9% are senior REIT debt securities.

The collateral was selected and is monitored by Taberna Capital
Management, LLC, which is a wholly owned subsidiary of Taberna
Realty Finance Trust.  Cohen Brothers, LLC formed Taberna Capital
on Aug. 28, 2003 and has since contributed ownership of Taberna
Capital to Taberna Realty Finance Trust, a newly formed REIT.

Structural features include a delayed draw mechanism on the class
A-1A notes.  During the 120-day ramp-up period, as assets are
identified for purchase, the issuer will deliver additional notes
for proceeds to the class A-1A investors, who will be required to
meet established credit criteria.

Taberna Capital has the ability to sell defaulted and credit-risk
securities if it knows there is a default in payment of principal
and/or interest on another obligation that is senior or pari passu
to such security.  The portfolio is at least 70% ramped at closing
with a 120-day ramp-up period.

The ratings are based on the capital structure of the transaction,
the quality of the collateral, and the overcollateralization and
interest coverage provided for within the indenture.  The five OC
tests and five IC tests will trap cash to bring the test back into
compliance any time a test is failing.  Cash trapped through any
OC or IC test failure will be used to pay down the most senior
notes outstanding.

As part of the rating process for this transaction, Fitch stressed
the underlying asset portfolio with a variety of default rates,
timing scenarios, and interest-rate scenarios, designed to
simulate varying economic conditions.  This included modeling the
cash flows under middle-, front-, and back-loaded default stress
scenarios.

The majority of REIT securities included in the TABERNA II
portfolio are unrated to reflect the trust preferred nature of the
security.  Fitch used a hybrid approach to analyze the portfolio.
This analysis included a combination of trust preferred criteria
used by Fitch's Financial Institutions and Insurance groups and
Fitch's VECTOR model analytics.

For further details on the stress tests and other structural
features of TABERVA II, including an equity cap, a turbo feature,
and an interest reserve account, see the presale report, available
on the Fitch Ratings web site at http://www.fitchresearch.com/

The placement agent for this transaction is Merrill Lynch, Pierce,
Fenner & Smith Incorporated.

For more information on Fitch's approach to rating equity and
mortgage REITs and CDOs of trust preferred securities, see the
criteria reports, 'Rating REITs - Same Foundation, Different
Playing Field,' dated Oct. 25, 1999, 'Mortgage REIT Rating
Criteria,' dated Dec. 16, 2004, and 'Rating Criteria for U.S. Bank
and Insurance Trust Preferred CDOs,' dated Feb. 2, 2005, available
at http://www.fitchratings.com/


TEXAS BOOT: Has Until Sept. 20 to Decide on Three Leases
--------------------------------------------------------
The Honorable Judge Marian F. Harrison of the U.S. Bankruptcy
Court for the Middle District of Tennessee, Nashville Division,
extended Texas Boot, Inc.'s time to Sept. 20, 2005, to decide
whether to assume, assume and assign, or reject three
nonresidential real property leases:

   1. Store No. 59 located in Nashville, TN;

   2. Corporate Headquarters located in 311 Plus Park Boulevard,
      Suite 200 in Nashville, TN;

   3. Distribution Facility located in Lebanon, TN.

The Debtor does not want to decide on the leases yet since their
request to sell substantially all of their assets is still pending
before the Court.

The landlords will not be prejudiced because the Debtor will pay
the rent for the period of the extension.

Three months ago, the Debtor ceased its manufacturing operation
because of lack of working capital.  Since that time, the Debtor
has continued selling its finished goods inventory, collect
accounts receivable and preserve the goodwill associated with the
trademarks.

The Debtor's objective now is the orderly liquidation of
substantially all of its assets.

No creditor's committee has been appointed in the Debtor's case.

Headquartered in Nashville, Tennessee, Texas Boot, Inc., was a
boot manufacturer and retailer.  The Company filed for chapter 11
protection on Apr. 20, 2005 (Bankr. M.D. Tenn. Case No. 05-04873).
James R. Kelley, Esq., at Neal & Harwell represents the Debtor.
When the Debtor filed for protection from its creditors, it
estimated between $1 million to $10 million in total assets and
debts.

THAXTON GROUP: Committee Wants Charles River as Expert Witness
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in The
Thaxton Group, Inc., and its debtor-affiliates' chapter 11 cases
asks the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Charles River Associates Incorporated as its
expert witness, nunc pro tunc to Jan. 18, 2005.

CRA is a business and litigation consulting firm.  It's office is
located at 1155 Avenue of the Americas, 18th Floor, in New York.

The Committee wants CRA as an expert witness with respect to the
Complaint captioned as The Official Committee of Unsecured
Creditors of The Thaxton Group, Inc., v. Finova Capital
Corporation, Adversary Proceeding No. 04-2612, before the
Honorable Judge G. Ross Anderson, Jr., in the U.S. District Court
for the District of South Carolina.

On Nov. 12, 2003, the Court gave authority to the Committee to
challenge the claims and liens of Finova Capital and to assert all
of the estates' rights in that regard.  After an extensive
investigation, the Committee filed the Complaint.

CRA will:

   (a) research and analyze the Committee's position regarding the
       Complaint, specifically Finova's business practices within
       the financial services industry, and the obligations
       associated with the case and preparation of an expert
       report;

   (b) testify as an expert witness in relation to the Complaint;

   (c) consult with the Committee's counsel concerning all aspects
       of trial preparation in relation to the Complaint;

   (d) perform other consulting services as may be required in the
       interest of the creditors represented by the Committee.

David A. Yurkerwich, Esq., the vice president of Charles River
Associates Incorporated, tells the Court that he and Robert Litan,
Esq., will be primarily responsible for the engagement.  Mr.
Yurkerwich's hourly rate is $575 and Mr. Litan's hourly rate is
$550.

The hourly rates of CRA's professionals who will work on the
engagement are:

      Designation                     Hourly Rate
      -----------                     -----------
      Vice Presidents                 $375 - $575
      Senior Consultants              $350 - $600
      Directors                       $290 - $365
      Associates                      $200 - $280
      Analysts                        $150 - $190
      Administration                   $50 - $120

The Committee believes that Charles River Associates Incorporated
is disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  Michael G.
Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $206 million in assets and $242 million in
debts.


TOUGALOO COLLEGE: Moody's Downgrades Long-Term Debt Rating to B3
----------------------------------------------------------------
Moody's Investors Service has downgraded the long-term debt rating
of Tougaloo College to B3 from B1 and placed the rating under
review for possible further downgrade.  This action affects
$4.6 million of outstanding Series 1993 revenue bonds issued
through the Mississippi Educational Facilities Authority for
Private, Nonprofit Institutions of Higher Learning.

The action is prompted by Tougaloo's failure to make an interest
payment to the Trustee that was due on May 25, 2005.  As a result,
the Trustee withdrew funds from the Debt Service Reserve Fund to
enable it to meet the scheduled June 1, 2005 interest payment to
bondholders.  The College's failure to make the payment is an
Event of Default under the Indenture for the 1993 bonds and
related documents.  There currently is a deficiency in the Debt
Service Reserve Fund of $261,435 that must be funded by Tougaloo
over a 12 month period.

Tougaloo's financial audit for the fiscal year that ended June
30,2004 has still not been completed, and the College has not yet
provided a recent update of its unrestricted cash position.  As a
result, Moody's is unable to determine the College's ability to
make the required payments to cure the Debt Service Reserve Fund
deficiency, as well as meet its next required debt service payment
on December 1, 2005.

Moody's anticipate concluding its review of the rating within 90
days.  Moody's review will focus on the College's cash balances,
as well as its cash flow for the current fiscal year 2006,
including tuition and gift receipts as well as operating expenses.
Moody's also expects to review the audited financial statements
for the year ended June 30, 2004, which are not yet available.  If
Moody's have continuing uncertainty as to the College's ability to
make its December 1 debt service payment, the rating is likely to
be downgraded.


UAL CORP: Court Okays $11 Million Deposit for Purchase of Planes
----------------------------------------------------------------
The Hon. Eugene Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois gave UAL Corporation and its debtor-
affiliates permission to deposit $11,000,000 for the purchase of
four Boeing 767-300ER aircraft and eight Pratt & Whitney PW 4000
engines.

The deposit is 10% of the purchase price for the aircraft and
engines.  According to James H.M. Sprayregen, Esq., at Kirkland &
Ellis, in Chicago, Illinois, the deposit percentage is standard
in a transaction of this type and size.

The Debtors paid the deposit on June 6, 2005, to U.S. Bank as
Trustee.  The aircraft were originally financed before the
Petition Date through the Jets 1995A transaction.  Once the Court
allows the Debtors to make the deposit, they will ask for
permission to enter into a Letter of Intent that outlines the
aircraft purchase.

Mr. Sprayregen explains that the negotiating environment with the
Aircraft Trustees has changed since the Seventh Circuit ordered
the District Court to dissolve the injunction.  Although
negotiations have continued, the Debtors could not reach
agreement with the Trustees on the 1993A PTC aircraft and 1993C
PTC aircraft.  As a result, the Debtors had to return these
aircraft to the Trustees.  This return of aircraft strained the
Debtors' ability to fly their schedule and caused the suspension
of the Chicago-to-Buenos Aires, Argentina service.

Mr. Sprayregen reports that the Debtors were successful in
negotiations with the holders of the JETS 1995A certificates.
The Holders asked the Debtors to either restructure the lease
terms or purchase the aircraft outright.  The Debtors and the
Holders were too far apart on terms for restructuring the leases,
so they negotiated a purchase.

Mr. Sprayregen says that the Letter of Intent was structured to
induce the Holders to forbear from reclaiming the aircraft.  The
LOI also provides compensation for lost remarketing opportunities
during negotiations.  The Debtors' experts, Babcock & Brown,
advised that there is excess demand for the Boeing 767-300
aircraft.  Values for the aircraft have increased significantly
and the Holders have ready alternatives in the secondary market.
Without the deposit, the Holders will shop the aircraft for
higher and better offers.

As of March 31, 2005, the Holders held $89,500,000 in
administrative claims, consisting of:

  a) $47,200,000 for claims under Sections 365(d)(10) and 503(b)
     of the Bankruptcy Code for the first 60 days of these
     proceedings;

  b) $26,800,000 for unperformed maintenance; and

  c) $15,500,000 for diminution of aircraft value.

As part of the sale transaction, the Debtors agree that nothing
will waive any rights, claims, or defenses with respect to the
administrative claims.  The Debtors also propose to allow the
Aircraft Trustees a $[285,250,000] unsecured claim with respect
to the deficiency claim.

Both sides are responsible for their own legal fees and other
transaction expenses.

                        *     *     *

Judge Wedoff approves the Deposit nunc pro tunc.  The Debtors
will recover the Deposit, plus interest, if the Trustees do not
obtain the requisite directions from a majority of the
Controlling Parties in the JETS 1995A transaction.  The Trustees
and the Controlling Parties will suspend all marketing efforts
for the aircraft and the demand for repossession until July 16,
2005.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 91; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Gets Court Nod to Assume Newark Airport Lease
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave UAL Corporation and its debtor-affiliates permission to
assume certain unexpired leases and agreements for Newark Liberty
International Airport with the Port Authority of New York and New
Jersey.

The Debtors will pay the Port Authority of New York and New
Jersey $2,156,472 to cure all defaults under the Lease.  Of this
amount, $653,428 is payable within 15 days and the remaining
$1,503,044 is payable with rent in eight monthly installments.

The Port will seek reimbursement of $1,800,000 owed to the
Debtors from a previously completed Terminal A Relifing Project.
The Port will apply the Reimbursement Amount against the
unamortized Cure Amount, which will cover the Debtors' future
monthly installment payments.  The Port will provide the Debtors
with a credit memorandum covering the difference between the
Reimbursement Amount and the unamortized and unpaid Cure Amount.

By July 1, 2005, the parties will enter into a Supplemental
Agreement to the Master Lease to:

  a) delete one aircraft gate, one aircraft parking position and
     certain lower level support space at Flight Station A of
     Terminal A;

  b) terminate the Debtors' obligation for rentals, rates, fees
     and charges for the deleted Terminal A space; and

  c) document and reflect the assignment and transfer of rights
     with Air Canada, effective as of June 1, 2005.

Upon the Debtors' assumption of the Leases and payment of the
Cure Amount, the Port will waive all rights to any claim under
Leases.

The Port's requirement of adequate assurance of future
performance will be deemed satisfied by Air Canada's promise to
pay rent and other charges, pursuant to the assignment of the
Debtors' Terminal A Master Lease to Air Canada.

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)


US AIRWAYS: Wants to Sell 10 Jets to Jet Partners for $48 Million
-----------------------------------------------------------------
In April 2005, US Airways, Inc., and its debtor-affiliates decided
to sell 10 Boeing Aircraft and three Spare Engines.  The Debtors,
their professionals and advisors contacted between 80 and 90
parties to solicit interest in the Aircraft and the Spare Engines.
These parties included aircraft lessors, other airlines, hedge
funds, private equity funds and members of the aircraft salvage
business.  The Debtors left no stone unturned, Brian P. Leitch,
Esq., at Arnold & Porter, in Denver, Colorado, says.  The Debtors
received approximately 30 indications of interest, which resulted
in 19 bids or proposed terms for acquisition of some or all of the
Aircraft or Spare Engines.

The Debtors preferred to dispose of the Aircraft and Spare
Engines in a single transaction.  The Debtors communicated that
any and all offers would be considered, and that parties could
improve their bids by joining with other bidders or by arranging
secondary market transactions.  The 19 offers contained varying
levels of specificity and conditions, including financing
contingencies.  The Debtors carefully reviewed the proposals and
narrowed the field to five prospective purchasers.

The five prospective purchasers were given the opportunity to
perform due diligence on the Aircraft and the Spare Engines.  The
Debtors provided access to records and maintenance information
for each Aircraft and Spare Engine and permitted the prospective
purchasers to conduct visual inspections.  The Debtors provided
access to the personnel with knowledge about the Aircraft and
Spare Engines.  Four of the prospective purchasers conducted due
diligence, and three submitted offers to purchase the Aircraft
and the Spare Engines, Mr. Leitch relates.

The Debtors negotiated with the two bidders with the most
attractive offers.  To expedite the process, the Debtors set
June 9, 2005, as the deadline for final offers.  On that day,
the Debtors accepted the offer from Jet Partners LLC, of
Windermere, Florida, as the highest and best offer.

The Aircraft consist of seven Boeing 737-300s and three Boeing
737-400s, bearing Tail Nos. N385US, N387US, N389US, N390US,
N350US, N560AU, N573US, N446US, N447US and N448US.  Each of the
Aircraft is equipped with two CFM56-3B engines and all parts,
components, avionics, equipment, accessories, and applicable
records.  The Spare Engines consist of three CFM56-3B engines,
bearing Manufacturer's Serial Numbers 721112, 721260, and 721210.
The Aircraft and the Spare Engines are subject to the lien of the
lenders under the ATSB Loan.

The Debtors will sell and deliver the Aircraft and Spare Engines
to Jet Partners.  The key terms of the Purchase Agreement are:

Purchase Price:    Jet Partners will pay the Debtors $48,000,000
                   for the Aircraft and Spare Engines, payable
                   in installments by wire transfer;

Deposit/Escrow:    Jet Partners will deposit $4,800,000 with an
                   escrow agent.  The escrow agent will release a
                   portion of the deposit to the Debtors upon
                   delivery of each Aircraft.  If the Debtors
                   fail to deliver an Aircraft or a Spare Engine
                   on time for any reason other than a material
                   breach by Jet Partners or the Purchase
                   Agreement is terminated in accordance with
                   Section 7.02 -- relating to delayed delivery
                   due to force majeure -- the remainder of the
                   deposit in the escrow account, plus accrued
                   interest, will be returned to Jet Partners;

Sale Free
and Clear:         The Debtors will sell the Aircraft and Spare
                   Engines free and clear of all liens, claims
                   and encumbrances.  The Aircraft and Spare
                   Engines will be transferred to Jet Partners in
                   "as is, where is, with all faults" condition;

Representations:   The Purchase Agreement contains the customary
                   representations by the Debtors and Jet
                   Partners; and

Delivery Dates:    The Aircraft and the Spare Engines will be
                   delivered in accordance with the schedule set
                   forth in the Purchase Agreement.  The first
                   two Aircraft are scheduled for delivery on
                   July 5, 2005, and the remaining eight Aircraft
                   are scheduled for delivery between
                   September 15 and September 30, 2005.

                   All payments by Jet Partners must be made by
                   wire transfer to the Debtors' account at:

                         PNC Bank
                         Pittsburgh, PA
                         ABA No. 043-000-096
                         For credit to: US Airways, Inc.
                         Acct. No. 214-7591

Mr. Leitch assures Judge Mitchell that the Purchase Agreement
will result in significant benefits to the Debtors' estates.  In
exchange for aircraft and spare engines that are no longer
needed, the Debtors will receive $48,000,000.  The transaction
will help the Debtors rationalize their fleet.  The transaction
will eliminate costs associated with continued maintenance of the
Aircraft and Spare Engines.

Mr. Leitch says that the delivery dates are important to Jet
Partners and were a critical factor in its decision to purchase
the Aircraft and Spare Engines.  The Debtors will gain access to
$7,760,000 upon delivery of the first two Aircraft.

                    Taxing Authorities Object

Harris County/City of Houston, Tarrant County and Memphis,
Tennessee, are fully secured ad valorem tax creditors of the
Debtors and their estates.  The Taxing Authorities hold prior
perfected liens against property of the estates.  The Taxing
Authorities' Claims are secured pursuant to the Texas Property
Tax Code Sections 32.01 and 32.07.  These Sections hold that a
tax lien attaches to property to secure the payment of all taxes,
penalties and interest.

John P. Dillman, Esq., at Linebarger, Goggan, Blair & Sampson, in
Houston, Texas, relates that the Taxing Authorities have each
filed prepetition secured claims and administrative claims for ad
valorem taxes on the Debtors' Aircraft.

The Taxing Authorities object to the sale because the Purchase
Agreement does not provide for payment of their claims as secured
creditors.  Under the Purchase Agreement, the Debtors propose to
sell the Aircraft and Spare Engines free and clear of liens.  The
Purchase Agreement also states that Jet Partners will be
responsible for payment of any taxes.  Mr. Dillman notes that the
Debtors and Jet Partners are cooperating to close the sale in a
jurisdiction that will render it free of all taxes.

The Taxing Authorities object to the transaction as free and
clear of all liens and demand that all outstanding ad valorem
taxes be paid before any other creditor at closing.

                      About Jet Partners

Jet Partners, LLC, headquartered in Cleveland, Ohio, is the parent
company of Avbase Aviation and Avbase Flight Services, growing
corporate aircraft management and Part 135 charter companies
offering services to a client base throughout the United States.
Avbase was the first domestic operator to place the Gulfstream 200
into charter service and to offer worldwide transportation with
this aircraft type. The company offers its UltraJet membership and
on-demand charter programs as well as an affiliate charter program
for Mercury Air Centers.

                        About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


VARIG S.A: Brazilian Court Accepts Reorganization Petition
----------------------------------------------------------
On June 22, 2005, Judge Alexander Dos Santos Macedo of the Eighth
Commercial Court of Law of the Court District of the Capital of
the State of Rio de Janeiro, in Brazil, accepted the bankruptcy
petition filed by VARIG, S.A. and its two subsidiaries, Rio Sul
Linhas Aereas S.A. and Nordeste Linhas Aereas S.A.  Judge Macedo
ruled that the airline has 60 days to present a restructuring
plan, after which creditors have 30 days to approve it.

Moreover, Judge Macedo appointed the firm Exato Assessoria
Contabil as expert, to examine whether the Debtors met the
accounting requirements of article 51, Law No. 11/101/05.  Judge
Macedo directs the Debtors to address Exato Assessoria for the
updating of documents already existing in the case file to avoid
the negative impact of a delay in the Debtors' activities.

Judge Macedo also named Cysneiros Vianna Advogados Associados as
Administrator, to monitor the expert's activities and manage the
proceedings.  The Court also ordered a 180-day suspension on all
other court actions or foreclosures against VARIG.

The Brazilian Court also provided for the dispensation of the
presentation of certifications of absence for the Debtors to
engage in their activities, except for contracting with the
Public Authorities or receiving benefits or tax incentives, by
adding, to all instruments, agreements, and documents signed by
the Debtors the phrase "in Court-Ordered Recovery."

The Court further directs the Debtors to submit monthly financial
statements so long as the court-ordered recovery is in effect,
under penalty of law.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos. 05-
14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Court Orders Banks to Abstain From Moving Funds
-----------------------------------------------------------
Varig, S.A., Linhas Aereas S.A. and Nordeste Linhas Aereas S.A.
believe that due to their reorganization proceedings, it is
necessary to prevent the banks and financial institutions, where
the Debtors keep their accounts receivable, from transferring any
money they owe to the creditors that are favored by the applicable
payment mechanisms.  The Debtors relate that certain creditors
will be benefited, by receiving their credits in advance, to the
detriment of the other creditors and the Debtors themselves.

The Debtors state that Law No. 11.101/05 classifies as a crime the
disposal or burdening of part of the assets of companies
undergoing judicial recovery to favor certain creditors.

At the Debtors' request, the Brazilian Court directs 14 banks to
abstain from any acts aimed at the transfer or blockage of amounts
deposited in current accounts or any other forms of financial
application from VARIG, S.A., Rio Sul Linhas Aerea S.A., and
Nordeste Linhas Aereas S.A. to their creditors, and that the
amounts be used expressly for and by order of the Debtors.

The Banks are:

   * Bank Boston - Banco Multiplo S.A.,

   * GE Varig Engine Services S.A.,

   * Banco Do Estado Do Rio Grande Do Sul S/A - Banrisul,

   * Empresa Brasileira De Infra-Estrutura Aeroportuaria -
     Infraero,

   * Banco Industrial e Comercial S.A.,

   * IATA/BSP Brasil,

   * Instituto Aerus De Seguridade Social,

   * Banco do Brasil S.A.,

   * Uniao de Bancos Brasileiro S.A. - Unibanco,

   * Pentagono S.A. Distribuidora de Titulos e Valores
     Mobiliarios,

   * Petrobras Distribuidora S.A.,

   * IBM Brasil - Industria de Maquinas e Servicos Ltda.,

   * Pavarini - Distribuidora de Titulos e Mobiliarios, and

   * Operadoras de Cartoes de Credito American Express, Rede Card
     e Visa do Brasil.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos. 05-
14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Court Enjoins Creditors From Seizing Planes
-------------------------------------------------------
VARIG S.A., Brazil's bankrupt flag carrier, and its debtor-
affiliates obtained a preliminary injunction from the U.S.
Bankruptcy Court for the Southern District of New York enjoining
and restraining U.S. creditors from seizing VARIG's U.S. assets or
repossessing aircraft landing in United States airports.

The Hon. Robert Drain rules that no suit, action, enforcement
process, extra-judicial proceeding, other proceedings, claim or a
demand for reclamation with respect to any aircraft owned or
leased by the Debtors will be commenced.  Any and all pending
proceedings against the Debtors are stayed and suspended until the
next injunction hearing on September 12, 2005.

The U.S. Bankruptcy Court's extension of the temporary
restraining order enjoins all persons from taking any action in
violation of the Brazilian Court Order entered on June 17, 2005,
or subsequent order of the Brazilian Court.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos. 05-
14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.


WASHINGTON MUTUAL: Moody's Affirms $2.8M Class N Certs.' B2 Rating
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of eleven classes of Washington Mutual Asset
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2003-C1 as:

   -- Class A, $401,529,011 Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class B, $11,438,000 Fixed, upgraded to Aaa from Aa2
   -- Class C, $2,859,000, Fixed, upgraded to Aaa from Aa3
   -- Class D, $12,867,000, Fixed, upgraded to A1 from A2
   -- Class E, $2,860,000, Fixed, upgraded to A2 from A3
   -- Class F, $4,289,000, Fixed, affirmed at Baa1
   -- Class G, $5,718,000, Fixed, affirmed at Baa2
   -- Class H, $2,860,000, WAC Cap, affirmed at Baa3
   -- Class J, $5,718,000, Fixed, affirmed at Ba1
   -- Class K, $4,289,000, Fixed, affirmed at Ba2
   -- Class L, $1,430,000, Fixed, affirmed at Ba3
   -- Class M, $2,859,000, Fixed, affirmed at B1
   -- Class N, $2,860,000, Fixed, affirmed at B2
   -- Class O, $1,429,000, Fixed, affirmed at B3

As of the May 25, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 17.6% to $471.4
million from $574.8 million at securitization.  The Certificates
are collateralized by 181 seasoned mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% to 6.0% of the pool, with the top ten loans
representing 34.2% of the pool.  One loan has been liquidated from
the trust resulting in a realized loss of approximately $100,000.

There are no loans in special servicing.  Twenty-eight loans,
representing 14.9% of the pool, are on the master servicer's
watchlist.

Moody's was provided with partial or full year 2004 operating
results for 85.7% of the performing loans.  Moody's loan to value
ratio ("LTV") is 68.9%, compared to 74.8% at securitization.
Based on Moody's analysis, 2.8% of the pool has a LTV greater than
100.0%, compared to 5.2% at securitization.  The upgrade of Class
B, C, D and E is due to increased subordination levels and
improved pool performance.

The top three loans represent 14.3% of the outstanding pool
balance.  The largest loan is the Whitepoint Portfolio Loan ($28.1
million -- 6.0%), which is secured by:

   * four multifamily properties (283 units);
   * an industrial property (60,000 square feet);
   * a community shopping center (55,195 square feet); and
   * a mixed use retail/industrial property (126,022 square feet).

All of the properties are located in Queens, New York.  The
overall occupancy of the portfolio is 99.3% compared to 97.0% at
securitization.  Moody's LTV is 57.3%, compared to 60.4% at
securitization.

The second largest loan is the Center Pointe Plaza Loan ($20.4
million -- 4.3%), which is secured by a 252,400 square foot power
center located in suburban Wilmington, Delaware.  The property is
100.0% occupied, the same as at securitization.  Major tenants
include:

   * Home Depot (43.0% GLA; lease expiration January 2008);
   * Babies R Us (16.6% GLA; lease expiration January 2013); and
   * TJ Maxx (11.8% GLA; lease expiration October 2007).

Moody's LTV is 62.7%, compared to 71.6% at securitization.

The third largest loan is the Metropolis Towers Loan ($19.0
million -- 4.0%), which is secured by a first and second mortgage
loan on a 776 cooperative apartment complex located in Jersey
City, New Jersey.  Moody's shadow rating for this loan is Aaa, the
same as at securitization.

The pool's collateral is a mix of:

   * multifamily (48.5%),
   * retail (18.5%),
   * office (15.3%),
   * lodging (7.8%),
   * mixed use (6.0%), and
   * industrial and self storage (3.9%).

The collateral properties are located in 20 states.  The highest
state concentrations are:

   * New York (23.0%),
   * California (18.0%),
   * Washington (9.2%),
   * Oregon (8.3%), and
   * Pennsylvania (8.0%).

All of the loans are fixed rate.


WESTPOINT STEVENS: Wants to Settle Wellman Litigation Claims
------------------------------------------------------------
WestPoint Stevens, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
the settlement of some litigation claims, pursuant to a settlement
agreement with certain other settling plaintiffs and Wellman, Inc.

On August 12, 2003, the Debtors commenced an action in the United
States District Court for the Middle District of Alabama against:

    -- Nan Ya Plastics Corporation, America;
    -- Nan Ya Plastics Corporation;
    -- Robert Bradley Dutton;
    -- Wellman, Inc.;
    -- Arteva Specialties, S.A.R.L.;
    -- Arteva Services S.A.R.L.;
    -- Troy F. Stanley, Sr.;
    -- DAK Fibers LLC; and
    -- E.I. DuPont de Nemours and Company.

The Debtors alleged in the complaint that the defendants engaged
in a conspiracy to fix, raise, maintain or stabilize the price of
polyester staple fiber beginning at least as early as 1999 and
continuing until at least 2001.  In January 2004, the Action was
transferred to the United States District Court for the Western
District of North Carolina, where it was consolidated with, among
other things, the actions of over 30 other parties setting forth
similar causes of action.

The Court approved the Debtors' settlement of claims arising in
the Action with:

    (i) E.I. DuPont de Nemours and Company, DAK Americas LLC, DAK
        Fibers LLC, and Alpek S.A. de C.V.; and

   (ii) Nan Ya Plastics Corporation, America, Nan Ya Plastics
        Corporation, and Nan Ya Plastics Corporation, Taiwan.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that to avoid protracted and costly litigation and
in the interests of reaching a compromise, the Debtors, certain of
the other plaintiffs and the Wellman Defendants entered into good
faith, arm's-length negotiations to settle the claims arising in
the Action and the Other Settling Plaintiff's actions asserted
against the Wellman Defendants.  Those negotiations culminated in
the Settlement Agreement.

Because the Settlement Agreement provides that the Debtors and the
Other Settling Plaintiffs will receive a lump sum settlement
payment from the Wellman Defendants in a joint settlement fund,
the Debtors and the Other Settling Plaintiffs entered into an
allocation agreement to provide for the allocation and
distribution of the settlement payment.

Pursuant to the Settlement Agreement, the Debtors and the Other
Settling Plaintiffs will receive a lump sum in settlement amounts
from the Wellman Defendants to resolve claims asserted against the
Wellman Defendants in the Action and the Other Settled Actions.
In exchange, the Debtors and the Other Settling Plaintiffs agreed
to release their claims against the Wellman Defendants.

According to Mr. Rapisardi, the Debtors will immediately receive
their allocation of the Settlement Payment without the need to
engage in expensive and protracted litigation in connection with
asserting any of their Litigation Claims against the Wellman
Defendants.

Moreover, Mr. Rapisardi discloses that in the wake of the
acquittal of another defendant, the Department of Justice recently
announced that it would not prosecute the Wellman Defendants for
the conduct, which forms the basis for the Debtors and the Other
Settling Plaintiffs' complaint against the Wellman Defendants.
The outcome of the Action as it relates to the Wellman Defendants,
Mr. Rapisardi notes, has become more uncertain and any eventual
recovery associated with the continued pursuit of the Litigation
Claims against the Wellman Defendants may not necessarily justify
the attendant costs and risks associated.

The Debtors are required by the terms of the Settlement Agreement
and Allocation Agreement to keep the actual amounts it receives
pursuant to the Settlement Agreement as well as the Settlement
Agreement itself confidential.  With the Court's permission, the
Debtors will file the Settlement Agreement and the settlement
amount under seal.

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)


WHEELING-PITTSBURGH: Asks Court to Formally Close Bankruptcy Case
-----------------------------------------------------------------
Wheeling-Pittsburgh Corporation asks the U.S. Bankruptcy Court for
the Northern District of Ohio, Youngstown Division, to enter a
final decree and order formally closing its chapter 11 case.

Wheeling-Pittsburgh was a subsidiary of Wheeling-Pittsburgh Steel
Corporation.

The Court confirmed the Debtors' Third Amended Joint Plan of
Reorganization on June 18, 2003, and the Plan took effect on
Aug. 1, 2003.

Pursuant to the confirmed Plan, reorganized WPC, now a public
company, is the beneficial owner of 100% of the stock of Wheeling-
Pittsburgh Steel Corporation.  Wheeling-Pittsburgh Steel
Corporation and WP Steel Venture Corporation are subsidiaries of
reorganized WPC.

WPC explains that since its bankruptcy estate has been fully
administered, the Court should grant its request to enter a final
decree and order to formally close its bankruptcy case pursuant to
Rule 3022 of the Federal Rule of Bankruptcy Procedure and Section
350 of the Bankruptcy Code.

Wheeling-Pittsburgh Steel Corporation and eight debtor-affiliates
filed for Chapter 11 protection on Nov. 16, 2000 (Bankr. N.D. Ohio
Case No. 00-43394).  WPSC was the nation's seventh largest
integrated steelmaker at the time, reporting $1.3 billion in
assets and liabilities exceeding $1.1 billion.  In September 2002,
Royal Bank of Canada filed an application on behalf of the company
with the Emergency Steel Loan Guarantee Board to obtain a $250
million federal steel loan guarantee.  The application for the
loan guarantee was approved in March 2003.  The Debtors' plan of
reorganization was confirmed on June 18, 2003, and the plan became
effective on August 1, 2003.  Michael E. Wiles, Esq., at Debevoise
& Plimpton LLP, and James M. Lawniczak, Esq., at Calfee, Halter &
Griswold LLP, represent the Debtor


W.R. GRACE: Asks Court to Approve 2005-2007 Key Employee Plan
-------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Delaware authorized the W.R. Grace & Co. and its debtor-
affiliates to implement certain compensation programs for their
key employees, including the 2001-2003 Long-Term Incentive Plan.
Through later subsequent orders, the Court also authorized the
Debtors to revise their compensation programs through the 2002-
2004 LTIP, the 2003-2005 LTIP, and the 2004-2006 LTIP, as part of
the continuing long-term, performance-based incentive program for
key employees.

David Carickhoff, Jr., Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, tells the Court
that the Ongoing LTIP contemplates the implementation of a long-
term incentive plan each year, with payouts based on the
performance of the Debtors' businesses, measured on a three-year
performance period commencing with the year in which the specific
plan is implemented.

Currently, the Ongoing LTIP consists of the 2003-2005 LTIP and
the 2004-2006 LTIP.

In accordance with its design and goals of motivating the key
employees, Mr. Carickhoff says the ordinary administration and
implementation of the Ongoing LTIP requires that an annual long-
term incentive awards should be made to those employees in the
ordinary course of the Debtors' business through the periodic
LTIP.

The Debtors' 2005-2007 LTIP continues the implementation of that
overall strategy.  Mr. Carickhoff says the adoption and design of
the 2005-2007 LTIP is consistent with the Ongoing LTIP and the
three prior LTIPs.

By this motion, the Debtors seek Judge Fitzgerald's permission to
implement the 2005-2007 LTIP for their key employees as part of
their continuing long-term and performance-based incentive
compensation Ongoing LTIP.

In all material aspects, the 2005-2007 LTIP provisions are
identical to the terms of the previous Court-approved LTIPs, in
that:

   (a) The payments under the 2005-2007 LTIP will consist of 100%
       cash.

   (b) Business performance is measured on a three-year
       performance period, commencing with 2005.

   (c) The applicable compounded annual three-year growth rate in
       core earnings before interest and taxes to achieve a 100%
       award of the 2005-2007 LTIP target payment will be 6% per
       annum.

   (d) Partial payouts for EBIT growth rates between 0% and 6%
       will be implemented on a straight-line basis.

   (e) The 2005-2007 LTIP payments will be increased at EBIT
       compounded annual growth rates in excess of the 6%, up to
       a maximum of 200% of the Base Target Payment at an annual
       compounded EBIT growth rate of 25%.

   (f) Payouts -- if earned -- will occur in 1/3 and 2/3
       installments in March, following two and three years of
       the plan.

   (g) The total target payout for the 2005-2007 LTIP will be no
       more than $11.8 million, which is the same total target
       payout with respect to prior LTIPs.

Mr. Carickhoff explains that the sole difference between the
three previous LTIPs and the 2005-2007 LTIP is the three-year
period during which performance is measured.  Implementation of
the Ongoing LTIP necessitates a renewed LTIP to be initiated each
year, with no more than three LTIPs in effect in any year.  Thus,
subject to the Court's approval, the two latest LTIPs and the
proposed 2005-2007 LTIP will be active in 2005.

Mr. Carickhoff ascertains that the 2005-2007 LTIP will maximize
the value of the Debtors' estates and further the Debtors'
efforts to successfully reorganize.  Mr. Carickhoff notes that
the Key Employees are experienced and talented individuals who
are intimately familiar with the Debtors' businesses and can
obtain employment elsewhere.  Without continuing the LTIPs, it
would be difficult and more expensive to attract and hire
qualified replacements for any Key Employee who leaves.

Given their bankruptcy cases' current status, the Debtors believe
that they will be unable to maintain employee morale and loyalty
if they do not implement the 2005-2007 LTIP.

"It continues to be the case that the unanticipated loss of Key
Employees likely would adversely affect the Debtors' operations
by lowering the morale of the remaining employees because of the
appearance of disarray and disruption generated by certain
departures," Mr. Carickhoff says.

Mr. Carickhoff further contends that the Key Employees' departure
would also burden the Debtors' remaining employees with
additional responsibilities, which scenario would negatively
impact the Debtors' operations.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 89; Bankruptcy Creditors' Service, Inc.,
215/945-7000)

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***