TCR_Public/050704.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, July 4, 2005, Vol. 9, No. 156     

                          Headlines

ACANDS INC: Wants Exclusive Plan Filing Period Extended to Oct. 18
ACANDS INC: Wants Until Nov. 4 to File Notices of Removal
ALLMERICA FINANCIAL: Good Performance Cues S&P's Positive Outlook
ALOHA AIRLINES: Court Approves Settlement with Christchurch
AMCAST INDUSTRIAL: Inks Premium Financing Agreement with AFCO

AMERICAN WOOD: Case Summary & 20 Largest Unsecured Creditors
AMERIQUEST MORTGAGE: Moody's Reviews Class B Cert. & May Downgrade
ARIZANT INC: S&P Rates $140 Million Senior Secured Facility at B+
ASHLAND INC: Moody's Cuts Corporate Family Rating to Ba1
AT&T CORP: Shareholders Approve $16 Billion SBC Merger

ATA AIRLINES: Balks at John Hancock's Administrative Claim
ATLANTIC HEALTH: Case Summary & 19 Largest Unsecured Creditors
ATRIUM IV: Moody's Rates $8M Class D-1 Floating Rate Notes at Ba2
BANC OF AMERICA: Fitch Puts B Rating on $1.4MM Mortgage Certs.
BANC OF AMERICA: S&P Lifts Ratings on Three Certificate Classes

BEALS MANAGEMENT: Case Summary & 10 Largest Unsecured Creditors
BILL WATSON: Case Summary & 36 Largest Unsecured Creditors
BOMBARDIER INC: Closes $1.1 Billion Unsecured Credit Facility
BOSTON EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
BOYD GAMING: Can Access Up to $250 Million From Bank Loan Facility

BRANDON BELL: Voluntary Chapter 11 Case Summary
CAMPBELL RESOURCES: Obtains CCAA Protection in Quebec
CATHOLIC CHURCH: Tucson Wants to Assume Equipment & Office Leases
CATHOLIC CHURCH: Court Rules on Tucson's Estimation Protocol
CONSTELLATION BRANDS: Earns $71.2 Million of Net Income in Q1

CREDIT SUISSE: Moody's Junks $6.76 Million Class N Certificate
CWMBS INC: Fitch Places Low-B Ratings on 4 Cert. Classes
DEEP RIVER: Wants to Hire Ravin Greenberg as Bankruptcy Counsel
DEL MONTE: Buys 12MM Shares from Goldman Sachs in Private Tender
DELPHI CORP: Completes Financial Restatements & Audit Probe

DELTA FUNDING: S&P's Rating on Class B Notes Tumbles to D
DELTAGEN INC: Wants Until Oct. 18 to File Plan of Reorganization
ENVIRONMENTAL ELEMENTS: Files Chapter 11 Petition in Maryland
ENVIRONMENTAL ELEMENTS: Case Summary & 20 Largest Creditors
EXIDE TECH: PwC Expresses Going Concern Doubt in Annual Report

FLAGSHIP CLO: Moody's Rates $13.2MM Class D Rate Notes at Ba2
FRESENIUS AG: Moody's Downgrades EU300 Million Senior Notes to Ba2
FRESENIUS AG: $4B Renal Care Buy Cues S&P's to Maintain Watch
FRESENIUS MEDICAL: Moody's Cuts Bank Debt to Ba2 & Sub. Debt to B1
GENERAL ELECTRIC: Moody's Rates $17.83MM Class D Certs. at Ba2

GRANITE VENTURES: Moody's Rates $9.5MM Class D Sub. Notes at Ba2
GREYHOUND LINES: Effects Covenant Defeasance on 11.5% Senior Notes
HOLMES GROUP: $625MM Jarden Deal Prompts S&P's Positive Watch
HOLMES GROUP: Moody's Affirms Corporate Family Rating at B1
ISECURETRAC CORP: Closes $11 Million Mykonos Financing

ISECURETRAC CORP: Retires $4.2 Million of Long-Term Notes Payable
J.P. MORGAN: Moody's Junks $20.8M Class J Pass-Through Certs.
J/Z CBO: Credit Enhancement Prompts S&P's Positive Watch
JARDEN CORP: Moody's Rates Proposed $350M Loan Tack-On at B1
JARDEN CORP: S&P Rates Proposed $350 Million Bank Loan at B+

JERNBERG INDUSTRIES: Taps Jenner & Block as Lead Bankr. Counsel
JERNBERG INDUSTRIES: Taps Carson Fischer as Local Counsel
JUNO LIGHTING: $610 Mil. Schneider Deal Cues S&P's Positive Watch
KAISER ALUMINUM: Summary & Overview of Joint Reorganization Plan
L-3 COMMS: Buying Titan's 8% Senior Subordinated Notes for Cash

LAIDLAW INT'L: Inks New $600 Million Credit Facility
LEAP WIRELESS: Judge Adler Formally Closes Chapter 11 Cases
MERIDIAN AUTOMOTIVE: Can Pay Additional $600K for Shipping Claims
MERIDIAN AUTOMOTIVE: Ct. Okays Winston & Strawn as Panel's Counsel
MERRILL LYNCH: Fitch Assigns BB+ Rating to $8.51MM Class B Certs.

METABOLIFE INT'L: Files for Chapter 11 Protection in S.D. Calif.
METABOLIFE INT'L: Case Summary & 20 Largest Unsecured Creditors
MIRANT CORP: Deutsche Bank Says Chapter 11 Plan is Unconfirmable
MORGAN STANLEY: Fitch Puts BB Rating on $7.8 MM Private Certs.
MPOWER HOLDING: Wants Until Oct. 20 To Object to Proofs of Claim

NAKOMA LAND: Creditors' Meeting Continues on July 11
NAKOMA LAND: Look for Bankruptcy Schedules Tomorrow
NORTHWESTERN: Montana Cities Offer $1.17 Bil. for Utility Systems
NORTHWESTERN CORP: Moody's Rates $200M Sr. Unsec. Facility at Ba2
NORTHWESTERN CORP: Fitch Lifts Sr. Debt Rating One Notch to BBB-

NORTHWESTERN CORP: Good Performance Prompts S&P to Lift Ratings
O'CHARLEY'S INC: Good Performance Prompts S&P's Stable Outlook
OLENTANGY COMMERCE: Receiver Retains Control at Lenders' Behest
OLENTANGY COMMERCE: Receiver Hires Kohrman Jackson as Counsel
ORBIT BRANDS: Plans to Spin Off Two Subsidiaries in Reorganization

OZARK AIR: Chapter 7 Trustee Hires Four Professionals
PARKER DRILLING: $180MM Debt Reduction Cues S&P's Stable Outlook
PARKWAY HOSPITAL: Files Chapter 11 Petition in S.D. New York
PARKWAY HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
PIER ONE: Case Summary & 4 Largest Unsecured Creditors

PRIME MORTGAGE: Fitch Puts Low-B Rating on 2 Certificate Classes
QUIKSILVER INC: S&P Rates Proposed $350 Million Notes at BB-
REHOBOTH MCKINLEY: Material Losses Cue Fitch to Lower Ratings
RESIDENTIAL ACCREDIT: Fitch Puts BB & B Ratings on Class B Certs.
RESIDENTIAL ACCREDIT: Fitch Puts Low-B Rating on Class B Certs.

RESIDENTIAL ACCREDIT: Fitch Rates 2 Class B Certs. at Low-B
RLC INDUSTRIES: Moody's Upgrades $600MM Bank & Bond Ratings to Ba3
SALTON INC: Angelo Gordon Inks Pact for Private Debt Exchange
SALTON INC: SunTrust Replaces Wells Fargo as Indentures Trustee
SALTON INC: Restating Financial Reports to Reclassify Pref. Stock

SBC COMMUNICATIONS: Applauds Stockholder Vote on AT&T Merger
SHAW GROUP: Moody's Rates $450 Mil. Sr. Secured Facility at Ba2
SHOPKO STORES: Buying Back $100 Million of 9-1/4% Senior Notes
SIGNATURE POINTE: Case Summary & 20 Largest Unsecured Creditors
SLIDELL INC.: Wants New Trial on $4.2 Million Millennium Verdict

STONE TOWER: Moody's Places $4.87M Class D-2 Notes on Watchlist
STRUCTURED ASSET: Fitch Puts Low-B Ratings on $14.5MM Certs.
STRUCTURED ASSET: Fitch Places Low-B Rating on Two Cert. Classes
TARGET GRAPHICS: Case Summary & 20 Largest Unsecured Creditors
TELEGLOBE COMMS: Doesn't Want Any Reserve for Duplicate Claims

TEXAS PETROCHEMICAL: Huff Names H. Cohn as New Liquidating Trustee
TOM'S FOODS: Moody's Withdraws Junk Rating on $60M Sr. Sec. Notes
TOYS 'R' US: Post-Merger Debt Burden Prompts S&P to Pare Ratings
UAL CORP: Filing Chapter 11 Plan & Disclosure Statement by Aug. 1
US AIRWAYS: Can Use ATSB Lenders' Cash Collateral Until July 29

VISTEON CORPORATION: Moody's Raises Corporate Family Rating to B2
W.R. GRACE: Gets Court Nod to Pay $38.2 Mil. to Retirement Plans
WACHOVIA BANK: Fitch Places Low-B Ratings on Six Cert. Classes
WELLS FARGO: Fitch Places Low B Rating on $14M Class M Certs.
WESTPOINT STEVENS: Court Okays $703 Mil. Asset Sale to Carl Icahn

WHITE FOODS: Case Summary & 15 Largest Known Creditors
WILFRED CHAN: Case Summary & 20 Largest Unsecured Creditors
WINN-DIXIE: Sarria Wants Stay Lifted to Recover Leased Premises
WINROCK GRASS: U.S. Trustee Wants Case Converted or Dismissed

* BOND PRICING: For the week of June 27 - July 1, 2005

                          *********

ACANDS INC: Wants Exclusive Plan Filing Period Extended to Oct. 18
------------------------------------------------------------------          
ACandS, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to further extend, through and including the earlier of
the effective date of its chapter 11 plan and Oct. 18, 2005, the
time within which it alone can file a chapter 11 plan.  The Debtor
also asks the Court for more time to solicit acceptances of that
plan from its creditors, through the earlier of the effective date
of that plan and Dec. 22, 2005.

The Bankruptcy Court approved the adequacy of the Debtor's Amended
Disclosure Statement explaining their proposed Plan of
Reorganization on Oct. 3, 2003.  On Jan. 26, 2004, the Bankruptcy
Court entered its Proposed Findings of Fact and Conclusions of Law
Re Chapter 11 Plan Confirmation (Docket No. 979), recommending
denial of confirmation of the Debtor's Plan.  

The Debtor reminds the Bankruptcy Court that its Proposed Findings
do not constitute an order of the Bankruptcy Court, but are
proposed findings subject to de novo review by the U.S. District
Court for the District of Delaware pursuant to Rule 9033 of the
Federal Rules of Bankruptcy Procedure.  On Feb. 5, 2004, the
Debtor and the Official Committee of Asbestos Personal Injury
Claimants jointly filed with the District Court an objection to
the Bankruptcy Court's Proposed Findings.  In that filing, the
Debtor and the Committee ask the District Court to reject the
Bankruptcy Court's Findings and Conclusions and confirm the
proposed chapter 11 plan.  

On Feb. 3, 2004, the Debtor also delivered a notice to the
Bankruptcy Court indicating its intention to ask the District
Court to find that the Bankruptcy Court's rulings were wrong and
that the plan should be confirmed.  The appeal is a precautionary
measure given the Rule 9033 objection procedure being used by the
Debtor.  

The Debtor gives the Bankruptcy Court three reasons in support of
the requested extension:

   a) it is still in active negotiations with the Asbestos
      Claimants Committee and the Futures Representative for
      Asbestos Claimants in reaching a consensus on the terms of
      an amended Plan;

   b) the Debtor intends to ask the District Court to defer a
      hearing scheduled on July 13, 2005, to consider the appeal
      and the Debtor and the Asbestos Claimants Committee's joint
      objection; and

   c) the requested extension will not prejudice the Debtor's
      creditors and other parties-in-interest because it is not
      seeking the extension to delay administration of its case or
      pressure the creditors into accepting unsatisfactory plan.

The Bankruptcy Court will convene a hearing at 2:00 p.m., on
Aug. 26, 2005, to consider the Debtor's request to extend its
exclusive periods.

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of
asbestos abatement and other environmental remediation work.  The
Company filed for chapter 11 protection on September 16, 2002,
(Bankr. Del. Case No. 02-12687).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub, P.C., represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of over $100 million.


ACANDS INC: Wants Until Nov. 4 to File Notices of Removal
---------------------------------------------------------          
ACandS, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to further extend, through and including the earlier of
Nov. 4, 2005, and the effective date of a chapter 11 plan, the
time within which it can file notices of removal with respect to
pre-petition Civil Actions pursuant to Rule 9027 of the Federal
Rules of Bankruptcy Procedure.

The Debtor gives the Bankruptcy Court four reasons in support of
the requested extension:

   a) the Debtor and its professionals have spent the majority of
      their time and effort focusing on various litigation matters
      and compiling the massive amount of information necessary to
      complete the Schedules and Statements dealing with
      approximately 300,000 asbestos claims;

   b) the Debtor is still in the process of cooperating and
      negotiating with the Official Committee of Asbestos Personal
      Injury Claimants and the Futures Representative for Asbestos
      Claimants over the terms of an amended and consensual
      chapter 11 Plan; and

   c) the requested extension will give the Debtor and its
      professionals more opportunity to make fully-informed
      decisions concerning the removal of each pre-petition Civil
      Action and will assure that the Debtor does not forfeit
      valuable rights under 28 U.S.C. Sec. 1452; and

   d) the requested extension will not prejudice the Debtor's
      adversaries in any pre-petition Civil Action as any party to
      a Civil Action that is removed may have to seek it remanded
      to the appropriate State Court pursuant to 28 U.S.C. Section
      1452(b).

The Bankruptcy Court will convene a hearing at 2:00 p.m., on
Aug. 26, 2005, to consider the Debtor's request.

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of
asbestos abatement and other environmental remediation work.  The
Company filed for chapter 11 protection on September 16, 2002,
(Bankr. Del. Case No. 02-12687).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub, P.C., represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of over $100 million.


ALLMERICA FINANCIAL: Good Performance Cues S&P's Positive Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Allmerica Financial Corp. (NYSE:AFC) to positive from stable and
affirmed its 'BB' counterparty credit, senior unsecured debt, and
preferred stock ratings on the company.

At the same time, Standard & Poor's revised its outlook on
Allmerica Financial Life Insurance & Annuity Co. and First
Allmerica Financial Life Insurance Co. to positive from stable and
affirmed its 'BB' counterparty credit and financial strength
ratings on these companies.

At the same time, Standard & Poor's affirmed its 'BBB+'
counterparty credit and financial strength ratings on:

    * Hanover Insurance Co.,
    * Citizens Insurance Co. of America, and
    * other rated property/casualty affiliates.

The outlook remains stable.

"The outlook revision on AFL reflects the stabilization of
operating performance of the life operations and our diminished
concern that AFL, which is in runoff, will require additional
capital support," explained Standard & Poor's credit analyst John
Iten.  In the past two years, AFL has been marginally profitable
on a GAAP basis, but on a statutory basis has generated
significant earnings.  This has allowed AFL to pay dividends to
AFC while still growing its own capital base and improving its
risk-adjusted capitalization.

"The outlook revision on AFC reflects its conservative usage of
financial leverage and improving fixed-charge coverage as the
operating performance of its P/C affiliates improves," Mr. Iten
added.

Financial leverage, including hybrids, is conservative for the
rating category at 19% as of year-end 2004.  GAAP fixed-charge
coverage, including the dividends on the trust preferred
securities, improved to 4.9x in 2004 from 2.4x in 2003 and is
expected to remain at or above this level in 2005.  Statutory
fixed-charge coverage, which is based on the ordinary dividend
capacity of Hanover and is a better measure of the amount of cash
available to AFC for its obligations, improved to 2.5x from 2.0x.

However, this measure excludes special dividends from the life
affiliates.  In 2003 and 2004, AFLIAC received permission from the
Massachusetts insurance commissioner to pay special dividends to
AFC of $25 million and $75 million, respectively, which along with
existing cash and investments has more than covered the holding
company's cash requirements.  This has allowed the P/C operations
to retain their earnings and continue to build surplus for the
past two years.

Standard & Poor's time horizon for taking any ratings action on
AFC and AFL based on the positive outlook is 12-18 months.

The ratings on Allmerica P/C reflect:

    * its established market position in certain states,

    * a more focused business strategy,

    * diminished concern about the financial condition of the life
      companies, and

    * strong capital position relative to the current rating.  

These strengths are offset, to some degree, by:

    * the geographic concentration of the P/C business in states
      that have been problematic for personal lines carriers,

    * a lack of premium growth in the recent hard market, and

    * an increased expense structure that is  adversely impacting
      underwriting performance at the current volume of business.

In addition, although Allmerica P/C's underwriting results have
improved, performance has lagged that of many of its competitors,
particularly other personal lines writers.  Personal lines
constitute about two-thirds of total net premiums in 2004.

Standard & Poor's expects Allmerica P/C's underwriting performance
to improve modestly in 2005, reflecting primarily a return to more
normal catastrophe loss experience.  Excluding the effect of
catastrophes and prior-year loss development, Standard & Poor's
expects underwriting results to be flat or down slightly,
reflecting more competitive market conditions in both personal and
commercial lines.  Net premium written is expected to be flat as
growth in commercial lines is offset by lower premiums in personal
lines.  Capitalization should improve because dividend
requirements of parent AFC should be fully met from the life
operations, allowing Allmerica P/C to retain its earnings.

Barring any unforeseen deterioration, AFL is expected to continue
generating modest GAAP earnings, but substantial statutory
earnings, as its liabilities run off.  For the past 18 months the
company has had in place a dynamic hedging program to offset the
investment risk associated with the guaranteed minimum death
benefit feature of its variable annuity liabilities.  

Though this program appears to be operating effectively, Standard
& Poor's feels that a longer period of time is needed to evaluate
the effectiveness of this hedging strategy.  Standard & Poor's
expects that AFL will generate GAAP cash flow of about $100
million in 2005 and a somewhat smaller amount in 2006.

Standard & Poor's also expects the company to receive regulatory
approval to pay dividends of $50 million-$75 million annually in
2005 and 2006, which will be more than enough to cover AFC's
annual $40 million interest expense pretax.  Capitalization, as
measured by Standard & Poor's capital adequacy model, is expected
to remain at more than 175%.  Should the company meet these
expectations, it is likely that the ratings on AFL would be raised
by one notch.

Financial leverage for AFC, including hybrids, is conservative at
19% and is not expected to rise in 2005. GAAP fixed-charge
coverage, including the dividends on the trust preferred
securities, improved to 4.9x in 2004 and is expected to remain at
or above this level in 2005.  If Standard & Poor's expectations
for these measures are met, and the expectations for Allmerica
P/C and AFL are met, it is likely that the ratings on AFC would be
raised by one notch.


ALOHA AIRLINES: Court Approves Settlement with Christchurch
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii approved
a settlement agreement between Aloha Airlines Inc. and Pratt &
Whitney Air New Zealand Services dba Christchurch Engine Centre.  

As reported in the Troubled Company Reporter on June 2, 2005,
Christchurch Engine Centre operates a facility located in
Christchurch, New Zealand, which maintains, repairs and overhauls
aircraft engines.  Aloha, prior to its bankruptcy filing, owed CEC
$940,987 for engine repairs.  CEC refused to continue repair work
on two of Aloha's engines absent payment.

The settlement agreement requires Aloha Air to pay CEC $464,000 on
account of its $940,987 prepetition obligation.  The balance will
be treated as an unsecured, non-priority claim.

CEC will immediately resume repair work on Aloha's two engines.
Upon completion of the work, Aloha will pay CEC the invoiced price
of repairs, estimated at $498,000.

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service   
connecting the five major airports in the State of Hawaii.  Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors it listed more than
$50 million in estimated assets and debts.


AMCAST INDUSTRIAL: Inks Premium Financing Agreement with AFCO
-------------------------------------------------------------
Amcast Industrial Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Ohio, Western
Division at Dayton, to approve a commercial premium financing
agreement with AFCO Premium Credit LLC.  

The premium financing agreement will enable the Debtors to pay
four insurance premiums beginning July 1, 2005:

          -- property,
          -- general liability,
          -- excess workers' compensation, and
          -- an umbrella policy.

The total premium under the four insurance policies is $940,281,
of which AFCO proposes to finance $644,411.  The financing pact
carries a 5.742% annual interest.

The Debtors propose to grant AFCO a security interest in the gross
unearned premiums.  The unearned premiums will be payable in case
the insurance policies will be cancelled.

The DIP lender doesn't object to the proposed terms of the
financing.  The unearned premiums would become a part of the
postpetition collateral subject to the DIP lender's lien.

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 WOOD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: American Wood Corp.
        fka American Wood Products Inc.
        1515 Masters Avenue
        Ashland, Ohio 44805

Bankruptcy Case No.: 05-63719

Type of Business: The Debtor makes and sells pallets.  
                  The company has 50 employees, four
                  sawmills and a fleet of trucks.
                  See http://www.american-wood.com/

Chapter 11 Petition Date: June 29, 2005

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Michael J. Moran, Esq.
                  Gibson & Lowry
                  P.O. Box 535
                  234 Portage Trail
                  Cuyahoga Falls, Ohio 44222
                  Tel: (330) 929-0507
                  Fax: (330) 929-6605

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
   ------                     ---------------       ------------
Irwin Financial Association   Trade debt                 $35,500
2025 Claremont Avenue
Ashland, OH 44805

National City Visa            Misc. credit               $28,476
P.O. Box 856176               purchases
Louisville, KY 40285

Truck Sales Leasing, Ltd.     Semi-truck lease           $25,694
P.O. Box 262
3429 Brightwood Road
Midvale, OH 44653

Scenic Wood Products          Trade debt                 $23,329

Bureau of Worker's            Workers' compensation      $17,946
Compensation                  claims

Superior Pallet Wood          Trade debt                 $15,488

BP Products of North America  Trade debt                 $13,224

Santmyer Oil Co.              Trade debt                 $13,160

R&D Hilltop Lumber, Inc.      Trade debt                 $10,329

Gilco Lumber, Inc.            Trade debt                  $9,910

J Fink Equipment, Inc.        Trade debt                  $9,050

Allen, Kuehnle & Stoval       Professional services       $8,016

Facemyer Lumber               Trade debt                  $7,503

Bank of America               Trade debt                  $7,446

Knisley Lumber Company        Trade debt                  $7,340

John L. Hershberger           Trade debt                  $6,813

Meeks & Tuthill Saw Co.       Trade debt                  $6,713

Millwood Logging Co.          Trade debt                  $6,645

Grange Mutual Casualty        Insurance premiums          $6,484

Stanley Fastening             Trade debt                  $6,392


AMERIQUEST MORTGAGE: Moody's Reviews Class B Cert. & May Downgrade
------------------------------------------------------------------
Moody's Investors Service has upgraded twenty five certificates
from eleven deals originated by Ameriquest Mortgage Company.  In
addition, it has confirmed two certificates previously put on
watch for possible downgrade.  Finally, Moody's has put two
classes on review for possible upgrade, two classes on review for
possible downgrade, and has left one class on review for possible
downgrade.

The transactions, issued in 2001- 2002, are backed by first lien
adjustable- and fixed-rate subprime mortgage loans.  The rating
actions were based on the analysis of current credit enhancement
levels provided by:

   * excess spread;
   * overcollateralization;
   * subordination; and
   * in some cases, PMI relative to the projected pipeline losses.  

Also, for newer deals that have not yet reached the step down
date, the impact of the step down provision was considered in
order to take into account the potential of overcollateralization
being released.

The most subordinate classes from both fixed- and adjustable-rate
pools of Chase Funding Loan Acquisition Trust, Series 2002-C1 deal
are being reviewed for possible upgrade based on the level of
credit enhancement provided by the excess spread,
overcollateralization and subordination.  The projected pipeline
losses are not expected to significantly affect the credit support
for these certificates.  The seasoning of the loans and low pool
factor reduces loss volatility.

The two most subordinate tranches from ABFC 2001-AQ1 transaction
have been placed on review for downgrade because existing credit
enhancement levels are low given the current projected losses on
the underlying pools.  The transaction has taken losses and
pipeline loss could cause eventual erosion of the
overcollateralization.  Additionally, the most subordinate class
from Ameriquest Mortgage Securities, Inc., Series 2002-3 deal
remains on review for possible downgrade.  High loss severities on
properties held for resale could have further negative impact on
the credit quality of M-4 certificate.

Moody's complete rating actions are:

Upgrade:

Issuer: Ameriquest Mortgage Securities, Inc

   * Series 2000-1; Class M2, upgraded from A2 to Aaa
   * Series 2000-1; Class M3, upgraded from Baa2 to Baa1
   * Series 2000-2; Class M2, upgraded from A2 to Aaa
   * Series 2000-2; Class M3, upgraded from Baa2 to Baa1
   * Series 2002-1; Class M1, upgraded from Aa2 to Aaa
   * Series 2002-1; Class M2, upgraded from A2 to Aa2
   * Series 2002-1; Class M3, upgraded from Baa2 to A2
   * Series 2002-2; Class M1, upgraded from Aa2 to Aaa
   * Series 2002-2; Class M2, upgraded from A2 to Aa3
   * Series 2002-3; Class M1, upgraded from Aa2 to Aaa
   * Series 2002-3; Class M2, upgraded from A2 to Aa2
   * Series 2002-4; Class M1, upgraded from Aa2 to Aaa
   * Series 2002-4; Class M2, upgraded from A2 to Aa2
   * Series 2002-4; Class M3, upgraded from Baa2 to A3
   * Series 2002-5; Class M1, upgraded from Aa2 to Aaa
   * Series 2002-5; Class M2, upgraded from A2 to Aa2
   * Series 2002-AR1; Class M1, upgraded from Aa2 to Aaa
   * Series 2002-AR1; Class M2, upgraded from A2 to A1

Issuer: Ace Securities Corporation Home Equity Loan Trust

   * Series 2001-AQ1; Class M1, upgraded from Aa2 to Aaa

Issuer: Chase Funding Loan Acquisition Trust

   * Series 2002-C1; Class 1M1, upgraded from Aa2 to Aaa
   * Series 2002-C1; Class 1M2, upgraded from A2 to Aa2
   * Series 2002-C1; Class 2M1, upgraded from Aa2 to Aaa
   * Series 2002-C1; Class 2M2, upgraded from A2 to Aa2

Issuer: SAND Trust 2001-1 Asset Backed Certificates

   * Series 2001-1; Class M2, upgraded from Baa2 to A1
   * Series 2001-1; Class B, upgraded from Ba2 to Baa3

Confirmed:

Issuer: Ameriquest Mortgage Securities, Inc.

   * Series 2002-2; Class M3, confirmed at Baa2
   * Series 2002-AR1; Class M3, confirmed at Baa2

Review for upgrade:

Issuer: Chase Funding Loan Acquisition Trust

   * Series 2002-C1; Class IB, current rating Baa2, under review
     for possible upgrade

   * Series 2002-C1; Class IIB, current rating Baa2, under review
     for possible upgrade

Review for downgrade:

Issuer: Ameriquest Mortgage Securities, Inc.

   * Series 2002-3; Class M4, current rating Baa3, under review
     for possible downgrade

Issuer: ABFC Mortgage Loan Asset-Backed Certificates

   * Series 2001-AQ1, Class M2, current rating Baa3, under review
     for possible downgrade

   * Series 2001-AQ1, Class B, current rating B2, under review for
     possible downgrade


ARIZANT INC: S&P Rates $140 Million Senior Secured Facility at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to medical products maker Arizant Inc.'s $140 million
senior secured credit facility. A recovery rating of '4' also was
assigned to the loan, indicating the expectation for marginal
(25%-50%) recovery of principal in the event of a payment default.
The facility is being issued to refinance higher cost subordinated
debt.  The company will have approximately $130 million of debt
outstanding at the close of the transaction.

The 'B+' corporate credit rating on Arizant was affirmed.  The
outlook is stable.

"The speculative-grade ratings reflect Arizant's limited size and
resources, its operation within a niche market, and its highly
leveraged capital structure," said Standard & Poor's credit
analyst Jordan Grant.  "These factors overshadow the company's
leading position in the temperature management market and its
consistent growth."

Minneapolis, Minnesota-based Arizant is the leading manufacturer
of perioperative temperature management products.  Its three
product lines include disposable warming blankets used during
surgery, fluid warming devices, and disposable hospital warming
gowns.  The company generates largely recurring revenue because
disposable products, which account for more than 90% of its sales,
are used with its growing installed base of fixed warming units.

Although Arizant has a dominant position in warming blankets, it
must compete against larger companies with greater financial
resources in both of its key markets.  While the company has
protected its product innovations with patents, it is subject to
risks associated with changes in technology.  Arizant will also
have to employ a substantial amount of its cash flow to service
debt.

Pro forma for the transaction, total lease-adjusted debt to EBITDA
will be slightly above 4x, which is somewhat aggressive.  Still,
relatively stable cash flows from a high percentage of recurring
revenues should help the company achieve funds from operations to
lease-adjusted debt of 12% and EBITDA interest coverage of 3x --
measures that are consistent with the rating.  Standard & Poor's
also expects the company to reduce leverage to below 4x debt to
EBITDA within the next year through measured debt reduction.


ASHLAND INC: Moody's Cuts Corporate Family Rating to Ba1
--------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt of
Ashland Inc. to Ba1 following Ashland's shareholder approval of
the sale of its 38% equity interest in Marathon Ashland Petroleum
LLC to Marathon Oil Corporation.  Moody's also downgraded
Ashland's issuer rating to Ba1 from Baa2, lowered the company's
rating for CP to Not-Prime from Prime-3, and assigned a corporate
family rating of Ba1.  Ashland will likely repay roughly
$1 billion of its rated debt with the proceeds of from the MAP
transaction.

Moody's also lowered the ratings on tax exempt pollution control
revenue bonds that are supported by Ashland to Ba1.  The outlook
for Ashland is stable.

Ashland Inc.:

Ratings assigned:

   * Corporate family rating -- Ba1

Ratings downgraded:

   * Issuer rating to Ba1 from Baa2

   * Senior unsecured notes and debentures to Ba1 from Baa2

   * Rating for commercial paper to Not-Prime from Prime-3

   * Pollution control revenue bonds supported by Ashland to Ba1
     from Baa2

   * Shelf registration for senior unsecured debt to (P)Ba1 from
     (P)Baa2

   * subordinated debt to (P)Ba2 from (P)Baa3

   * preferred stock to (P)Ba3 from (P)Ba1

Ashland's Ba1 corporate family rating reflects:

   * the size of the company's large cash balance (estimated at $1
     billion subsequent to this transaction);

   * the company's substantial size with roughly $9 billion in
     sales, the significant diversity in its businesses; and

   * the moderate improvement to financial performance since
     fiscal 2003.

The ratings are tempered by weak operating margins, Moody's belief
that the company will remain free cash flow negative in 2005, and
the willingness of management to re-lever the balance sheet over
time to a targeted 30% debt to capital or 2-3 times debt to EBITDA
level.

The stable outlook reflects Moody's expectation that free cash
flow will be negative by less than $200 million in 2005, excluding
the impact of the MAP transaction and related extraordinary items,
and that operating performance will improve significantly
(operating margins will rise above 4%) in fiscal 2006 enabling
positive free cash flow generation.  The ratings could be lowered
if free cash flow is negative by more than $100 million in 2006,
or there is a significant reduction in the company's cash balance
due to an acquisition or other event.  There would be positive
pressure on the ratings if operating margins rise meaningfully
above 5%, and the company is able to demonstrate sustainable free
cash flow generation of $100-150 million per year.

Over the past two years, Ashland has been working to improve the
performance of its wholly-owned businesses.  The profitability of
its Distribution and Specialty Chemical segments has increased
significantly, but they remain below industry medians for this
point in the cycle, in Moody's opinion.

Additionally, improving the profitability of the paving and
construction business has been an ongoing challenge due to adverse
weather conditions and elevated fuel, concrete and asphalt costs.
Finally, Valvoline has continued to be a solid contributor to
earnings, but the high level of Ashland's corporate expenses
offsets the earnings from this business.  On a consolidated LTM
basis, the company's operating margins are roughly 2% and have
been below 3.5% for the past three years.

Moreover, the company's cumulative free cash flow over the past
three calendar years, excluding the after-tax value of MAP
dividends and certain one-time items, has been negative by over
$400 million.  Year-to-date free cash flow as of March 31, 2005
remains negative by an additional $400 million but has been
negatively impacted by the seasonal working capital build,
expenses related to the MAP divestiture, the repurchase of assets
coming off lease.

Ashland is expected to complete the sale of their 38% minority
interest in MAP and two other businesses (the maleic anhydride
business and 61 Valvoline Instant Oil Change centers) to Marathon
on June 30, 2005.  The company should receive $2.8 billion in cash
and accounts receivables, and Ashland's shareholders will receive
$915 million in Marathon common stock.

In addition upon closing, Ashland would receive its share of
deferred distributions from MAP, estimated at $350-425 million;
this excludes the $267 million already received by Ashland in May
2005.  The revised transaction will result in some Section 355(e)
taxes liability; however, Marathon has agreed to pay the initial
$200 million of taxes.  It is unlikely that Ashland will be
required to pay any taxes since its share price has remained below
$74.50 per share.

Ashland Inc., headquartered in Covington, Kentucky, owns a 38%
equity interest in Marathon Ashland Petroleum.  Ashland through
its four wholly-owned businesses is a:

   * leading North American distributor of chemicals and plastics;

   * one of the largest transportation construction contractors in
     the United States;

   * a global supplier of specialty chemicals; and

   * a leading marketer, distributor and producer of branded
     automotive and industrial products and services.

Ashland reported sales of $8.8 billion for the 12-month period
ending March 31, 2005.


AT&T CORP: Shareholders Approve $16 Billion SBC Merger
------------------------------------------------------
Shareholders of AT&T Corp. (NYSE: T) approve a proposed merger
agreement with SBC Communications (NYSE: SBC) at the conclusion of
its 120th annual meeting on June 30, 2005.  Approximately 97.9% of
the shares that were voted, representing more than 70.7% of the
outstanding shares, approved the merger.  

"The positive vote is an important step forward on the road to
creating a leading U.S.-based global communications company for
the 21st Century," said AT&T Chairman and CEO David W. Dorman.
"Together, SBC and AT&T will create one of the world's premier
communications companies in terms of global reach, innovation and
service quality."

Dorman expressed confidence that the merger will close, as
expected, in late 2005 or early 2006, pending necessary regulatory
approvals and other customary closing requirements.

"This combination will reinforce America's role as a global
communications leader and is also an important step toward a
healthier telecom industry," Mr. Dorman added.  "The complementary
assets of AT&T and SBC will benefit customers of all types and
enhance competition across this country and beyond."

The proposed transaction will combine highly complementary world-
class assets and industry-leading capabilities.  SBC is a leader
in local phone and broadband DSL service, and offers wireless
services nationwide through its 60 percent ownership stake in
Cingular Wireless.

AT&T has the world's most advanced communications network,
portfolio and technologies to meet the sophisticated Internet
Protocol communication needs of large businesses and multinational
companies.  As a global provider of networked business services
and solutions, AT&T serves leading enterprises worldwide.

Under terms of the merger agreement announced Jan. 30, AT&T
shareholders will receive 0.77942 shares of SBC common stock for
each share of AT&T common stock.  In addition, AT&T shareholders
will receive a one-time special dividend of $1.30 per share.  In
total, the transaction valued AT&T at roughly $16 billion at the
time it was announced.

"AT&T shareholders will own a significant stake in a company with
a much broader services portfolio," Mr. Dorman said.  "We are
gratified that shareholders, by strongly supporting the merger,
recognized the economic benefits of this transaction as well as
the strategic benefits that will arise from pairing such
complementary assets and skill sets.  This combination will be
well positioned to deliver meaningful benefits to shareholders,
customers and employees."

The preliminary results of AT&T's 2005 proxy voting are:

    * Proposal 1 -- Adopt the Merger Agreement among SBC, AT&T and
      the Merger Sub -- approved with 566.4 million or about 70.7%
      of outstanding shares.  Approval of the merger agreement
      required a positive vote of a majority of outstanding
      shares.

    * Proposal 1a -- Adjourn the meeting, if necessary, to permit
      further solicitation of proxies, in the event that there are
      not sufficient votes at the time of the meeting to adopt the
      merger agreement -- approved with 589.8 million, or about
      86.1% of the shares voted.

    * Proposal 2 -- Election of Directors -- all Director nominees
      were elected, receiving in excess of 575.8 million, or
      approximately 83.1% of shares voted.

    * Proposal 3 -- Ratification of PricewaterhouseCoopers as
      Auditors -- ratified with approximately 662.8 million, or
      about 96.6% of shares voted.

Preliminary results for voting on shareowner proposals were:

    * Proposal 4 -- No future stock options -- shares voted "for"
      were 42.1 million, or approximately 7.4%, while shares voted
      "against" were 527.2 million, or approximately 92.6%.

    * Proposal 5 -- Link restricted stock unit vesting to
      performance -- shares voted "for" were 111.3 million, or
      approximately 19.5%, while shares voted "against" were
      457.9 million, or approximately 80.5 %.

    * Proposal 6 -- Executive compensation  -- shares voted "for"
      were 57.3 million, or approximately 10.1%, while shares
      voted "against" were 507.9 million, or approximately 89.9%.

    * Proposal 7 -- Poison pill -- shares voted "for" were 343.6
      million, or approximately 60.6%, while shares voted
      "against" were 223.8 million, or approximately 39.4%.

    * Proposal 8 -- Shareholder approval of future SERPs -- shares
      voted "for" were 165.8 million, or approximately 29.4%,
      while shares voted "against" were 398.5 million, or
      approximately 70.6%.

    * Proposal 9 - Shareholder ratification of severance
      agreements -- shares voted "for" were 379.2 million, or
      approximately 66.6%, while shares voted "against" were
      190.2 million, or approximately 33.4%.

SBC Communications Inc. -- http://www.sbc.com/-- is a Fortune 50  
company whose subsidiaries, operating under the SBC brand, provide
a full range of voice, data, networking, e-business, directory
publishing and advertising, and related services to businesses,
consumers and other telecommunications providers.  SBC holds a 60
percent ownership interest in Cingular Wireless, which serves more
than 50.4 million wireless customers.  SBC companies provide high-
speed DSL Internet access lines to more American consumers than
any other provider and are among the nation's leading providers of
Internet services.  SBC companies also now offer satellite TV
service.

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

                          *     *     *

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

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

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


ATA AIRLINES: Balks at John Hancock's Administrative Claim
----------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Southern
District of Indiana approved ATA Airlines, Inc. and its debtor-
affiliates' request to reject a Boeing 727-290 Lease entered into
between ATA Airlines, Inc., and John Hancock Leasing Corporation.  
The Rejection Order provided that the rejection is effective as of
the later of:  

   (i) date of the order; and

  (ii) the date of actual surrender and return of the Leased
       Aircraft, Leased Engines and other rejected aircraft
       equipment.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that ATA Airlines has not flown the Aircraft for
several years.  It has been parked in the desert at AAR Aircraft
Services in Roswell, New Mexico, since October 20, 2001.  The
Debtors advised John Hancock on the rejection and the location of
the Aircraft on or before November 30, 2004.

After inspection of the Aircraft, John Hancock complained, among
others, that the engines were not properly installed, defective
parts were attached, and appropriate documentations, including the
"current manuals" were absent.  John Hancock insisted that the
Debtors have not consummated the rejection and are bound to
administrative expenses until they complied with the Federal
Aviation Administration "installation" regulations.

At the May 3, 2005 Hearing, the Court made two legal
determinations:

   (1) the return of the Current Manuals and reinstallation of
       the Leased Engines were not conditions precedent to the
       occurrence of the Rejection Effective Date, but rather it
       occurred when the Debtors surrendered possession and
       returned the Aircraft; and

   (2) John Hancock is entitled to an administrative expense
       claim pursuant to Section 365(d)(10) of the Bankruptcy
       Code for all of the Debtors' Lease obligations first
       arising from or after December 24, 2004, through the
       Rejection Effective Date.

Mr. Nelson notes, however, that a number of legal and factual
issues have yet to be decided, including:

    -- The date on which the Debtors surrendered and returned the
       Aircraft to John Hancock.

    -- The serviceability of parts attached to the Leased Engines
       and the serviceability of the Leased Engines both before
       and after reinstallation.

    -- The facts as to any benefit to the Debtors' estates of the
       Debtors' "use" of the Aircraft during the first 59 days
       following the Petition Date.

    -- The completeness of the reinstallation of the Leased
       Engines.

According to Mr. Nelson, those issues cannot be resolved until the
parties have been afforded an opportunity to conduct the discovery
in accordance with Rule 9014 of the Federal Rules of Bankruptcy
Procedure.

Hence, the Debtors asked the Court to set John Hancock's Motion
for an evidentiary hearing and enter a scheduling order providing
a timeline for the parties to conduct appropriate discovery.

The Debtors proposed that motions for summary judgment be filed by
August 1, 2005, and discovery be completed by August 21, 2005.

                     John Hancock Responds

John Hancock Leasing Corporation asked the Court to clarify that
the Debtors must:

   (a) surrender and return all documents and records relating
       to the Rejected Aircraft Equipment; and

   (b) reinstall the Leased Engines in the Leased Aircraft
       at the Debtors' own expense, in a manner that the Leased
       Engines, following reinstallation, are in either:
  
         -- in proper working condition; or

         -- installed in accordance with applicable FAA
            standards.

John Hancock asserts that the Debtors' failure to do so entitles
it to administrative expenses under Section 503(b)(1)(A) of the
Bankruptcy Code in the amount necessary to bring the Debtors into
compliance with their obligations.

             Debtors Oppose John Hancock Admin. Claim

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that at the Petition Date, the Boeing 757-290
aircraft leased from John Hancock Leasing Corporation was
"mothballed" in the New Mexico desert and its related engines were
crated and sitting in the Debtors' facility in Indianapolis,
Indiana.  According to Mr. Nelson, any deficiencies in the
condition of the Aircraft for which John Hancock may have a damage
claim against the Debtors arose prior to the Petition Date.  
Hence, John Hancock cannot claim that the damages it suffered, if
any, because of deficiencies in the condition of the Leased
Engines or purported failure to return the aircraft documentation,
are entitled to administrative priority.  The agreed upon
Rejection does not prove otherwise.

"By agreeing to the Rejection Order the Debtors did not agree, and
had no reason to agree, to elevate [John] Hancock's claims to
priority status in exchange for nothing in return from [John]
Hancock," Mr. Nelson says.

The intent of the Rejection Order, Mr. Nelson explains, was not to
provide a windfall to John Hancock to the detriment of the Debtors
and the Debtors' other creditors.  The intent was simply to
provide a framework for the orderly return of the Aircraft.

The Debtors do not believe the Court issued a ruling converting
John Hancock's claims related to the alleged improper
reinstallation of the Leased Engines or alleged failure to return
the aircraft documentation into administrative priority claims.

There is certainly no basis for John Hancock's contention that the
Court ruled the Rejection Order required the Debtors to reinstall
the Leased Engines in accordance with FAA Regulations or in
"proper working condition," Mr. Nelson says.

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)


ATLANTIC HEALTH: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Atlantic Health Care Corporation
        P.O. Box 3057
        Yauco, Puerto Rico 00698
        Tel: (787) 856-1105

Bankruptcy Case No.: 05-05998

Type of Business: The Debtor sells and leases medical equipment
                  and accessories.

Chapter 11 Petition Date: June 29, 2005

Court: District of Puerto Rico (Old San Juan)

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

Total Assets: $601,572

Total Debts:  $1,299,442

Debtor's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Departamento De Hacienda      Taxes                     $735,587
Sec. De Quiebras Ofic 424-B
P.O. Box 9024140
San Juan, PR 00902-4140

CRIM                          Taxes                     $230,864
P.O. Box 195387
San Juan, PR 00919-5387

Internal Revenue Service      Taxes                      $69,791
Mercantil Plaza Ofic 914
2 Ponce De Leon, PDA 27 1/2
San Juan, PR 00918-1693

Banco Popular                 Commercial Loan            $48,877
P.O. Box 71375
San Juan, PR 00936-8475

Departamento Del Trabajo      Taxes                      $32,926
Y Rec Hum
Negociado Seguridad Empleo
P.O. Box 1020
San Juan, PR 00936-1020

Supercare Medical Co.         Trade Debt                  $8,675
P.O. Box 195543
San Juan, PR 00919-5543

Ed Distributors, Inc.         Trade Debt                  $4,022
P.O. Box 343
Yauco, PR 00698-0343

Luis Armando Laboy            Trade Debt                  $3,675
Calle 25 De Julio, Suite 36
Yauco, PR 00698

Servicios Diabeticos          Trade Debt                  $3,200
URB Country Club
Calle Xevell 794
San Juan, PR 00924

Jasvi Sales & Services, Inc.  Trade Debt                  $2,742
P.O. Box 4985
PMB 281
Caguas, PR 00726-4985

Borschow Hospital             Trade Debt                  $2,173
P.O. Box 366211
San Juan, PR 00936-6211

Verizon Information           Trade Debt                  $1,776
P.O. Box 70373
San Juan, PR 00936-8373

Azga Medical Distributors     Trade Debt                  $1,400
HC 1 Box 8565
Hormigueros, PR 00660-9749

Aga Linde Healthcare          Trade Debt                  $1,045
P.O. Box 364727
San Juan, PR 00936-4727

International Medical         Trade Debt                  $1,025
PMB 490 P.O. Box 60761
Bayamon, PR 00960

Medical Logistics             Trade Debt                    $809
Extencion Parkville Za-21
Guaynabo, PR 00969

Umeco, Inc.                   Trade Debt                    $230
P.O. Box 21536
San Juan, PR 00928-1536

Island Pharmaceutical         Trade Debt                    $131
PMB 222
Ponce, PR 00732

Tri-Quality, Inc.             Trade Debt                    $126
8590 Younger Creek Drive
Sacramento, CA 95828-1000


ATRIUM IV: Moody's Rates $8M Class D-1 Floating Rate Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to eight classes of
Notes issued by Atrium IV, a collateralized loan obligation
issuance offered by Credit Suisse First Boston LLC.

Moody's assigned these ratings to the Notes:

   * Aaa to the U.S.$387,000,000 Class A-1a Floating Rate Notes
     Due 2019;

   * Aaa to the U.S.$7,000,000 Class A-1b Fixed Rate Notes
     Due 2019;

   * Aaa to the U.S.$100,000,000 Class A-2 Delayed Draw Floating
     Rate Notes Due 2019;

   * Aa2 to the U.S. $28,000,000 Class A-3 Deferrable Floating
     Rate Notes Due 2019;

   * A2 to the U.S.$35,000,000 Class B Deferrable Floating Rate
     Notes Due 2019;

   * Baa2 to the U.S. $27,500,000 Class C Floating Rate Notes
     Due 2019;

   * Ba2 to the U.S. $8,000,000 Class D-1 Floating Rate Notes
     Due 2019; and

   * Ba2 to the U.S. $3,500,000 Class D-2 Fixed Rate Notes
     Due 2019.

The Notes will be secured primarily by a portfolio of senior
secured bank loans to non-investment grade entities and high yield
debt securities issued by non-investment grade entities.

CSFB Alternative Capital. Inc. will act as Collateral Manager for
the Issuer.


BANC OF AMERICA: Fitch Puts B Rating on $1.4MM Mortgage Certs.
--------------------------------------------------------------
Banc of America Alternative Loan Trust 2005-6 mortgage pass-
through certificates are rated by Fitch Ratings as follows:

     -- $686,734,964 classes CB-1 through CB-10, CB-R, 2-CB-1
        through 2-CB-3, 3-CB-1, 4-CB-1, CB-IO, 5-A-1 through 5-A-
        6, 5-IO, 6-A-1, 7-A-1, 15-IO, and A-PO 'AAA' (senior
        certificates);

    -- $13,273,000 class B-1 'AA';
    
    -- $5,738,000 class B-2 'A';
  
    -- $4,303,000 class B-3 'BBB';
   
    -- $2,869,000 class B-4 'BB';

    -- $1,435,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 4.25%
subordination provided by the 1.85% class B-1, 0.80% class B-2,
0.60% class B-3, 0.40% privately offered class B-4, 0.20%
privately offered class B-5, and 0.40% privately offered class B-
6. Classes B-1, B-2, B-3, and the privately offered classes B-4
and B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B', respectively,
based on their respective subordination.  Class B-6 is not rated
by Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1-' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by seven pools of mortgage loans.  Loan
groups 1, 2, 3, 4, 5, 6, and 7 are cross-collateralized and
supported by the B-1 through B-6 subordinate certificates.

Approximately 32.02%, 13.81%, 47.68%, 15.58%, 58.61%, 52.91%, and
25.46% of the mortgage loans in groups 1, 2, 3, 4, 5, 6, and 7,
respectively, were underwritten using Bank of America's
Alternative A guidelines.  These guidelines are less stringent
than Bank of America's general underwriting guidelines and could
include limited documentation or higher maximum loan-to-value
ratios.  Mortgage loans underwritten to Alternative A guidelines
could experience higher rates of default and losses than loans
underwritten using Bank of America's general underwriting
guidelines.

Loan groups 1, 2, 3, 4, 5, 6, and 7 in the aggregate consist of
3,947 recently originated, conventional, fixed-rate, fully
amortizing, first lien, one- to four-family residential mortgage
loans with original terms to stated maturity ranging from 120 to
360 months.  The aggregate outstanding balance of the pool as of
June 1, 2005 (the cut-off date) is $717,221,881, with an average
balance of $181,713 and a weighted average coupon of 6.126%.

The weighted average original loan-to-value ratio for the mortgage
loans in the pool is approximately 71.45%.  The weighted average
FICO credit score is 736. Second homes and investor-occupied
properties constitute 5.44% and 37.50% of the loans in the group,
respectively.  Rate/term and cash-out refinances account for
13.40% and 33.81% of the loans in the group, respectively.  The
states that represent the largest geographic concentration of
mortgaged properties are California (28.89%), Florida (15.21%),
and Texas (5.84%). All other states represent less than 5% of the
aggregate pool balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BANC OF AMERICA: S&P Lifts Ratings on Three Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, E, F, G, H, J, K, and L of Banc of America Commercial
Mortgage Inc.'s commercial mortgage pass-through certificates
series 2003-1.  Concurrently, all other outstanding ratings on
this transaction are affirmed.

The raised and affirmed ratings reflect the recent defeasance of
the Sotheby's Building loan and the improved performance of the
collateral, as well as credit enhancement levels that provide
adequate support through various stress scenarios.

As of June 2005, the trust collateral consisted of 112 commercial
mortgages with an outstanding balance of $1.105 billion, paid down
from $1.132 billion at issuance due to amortization.  There are no
delinquent or specially serviced loans in the pool.  The master
servicer, Bank of America N.A., reported either full- or partial-
year 2004 net cash flow debt service coverage ratios for 97.65% of
the pool. Two loans totaling $132.8 million, or 12% of the pool,
have been defeased.  Based on this information, and excluding
defeasance, Standard & Poor's calculated a DSCR for the pool of
1.82x, up from 1.68x at issuance.

The current weighted average DSCR for the top 10 loans, which
constitute 38.6% of the pool, improved to 2.33x, from 2.15x at
issuance.  This calculation excludes defeasance, the subordinate
components of the Emerald Square loan, and the B note portions of
the Wellbridge Portfolio loan.  The senior component of the
Emerald Square loan and the A note of the Wellbridge Portfolio
loan continue to exhibit credit characteristics consistent with a
loan rated 'AAA'.  The Rogue Valley Mall, with an improvement in
NCF, now exhibits credit characteristics consistent with a loan
rated 'AAA'.

The servicer's watchlist includes 10 loans totaling $72.2 million,
or 6.54% of the pool. All of the loans on the watchlist appear
there due to DSCRs below 1.10x, and were stressed accordingly by
Standard & Poor's.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the watchlisted loans and those loans
not on the watchlist but with DSCRs below 1.10x or with no DSCR
data for the past two years.  The expected losses and resultant
credit enhancement levels adequately support the current rating
actions.
   
                        Ratings Raised
   
             Banc of America Commercial Mortgage Inc.
        Commercial mortgage pass-thru certs series 2003-1
   
                  Rating
                  ------
        Class   To        From      Credit enhancement(%)
        -----   --        ----      ---------------------
        B       AAA       AA                        15.12
        C       AAA       AA-                       13.84
        D       AA+       A                         11.40
        E       AA        A-                        10.25
        F       A+        BBB+                       9.10
        G       A         BBB                        7.94
        H       BBB+      BBB-                       6.92
        J       BBB-      BB+                        4.74
        K       BB+       BB                         3.97
        L       BB        BB-                        3.33
           

                        Ratings Affirmed
   
             Banc of America Commercial Mortgage Inc.
        Commercial mortgage pass-thru certs series 2003-1
   
          Class      Rating       Credit enhancement(%)
          -----      ------       ---------------------
          A-1        AAA                          18.58
          A-2        AAA                          18.58
          ES-A       AA                             N/A
          ES-B       AA-                            N/A
          ES-C       A+                             N/A
          ES-D       A                              N/A
          ES-E       A-                             N/A
          ES-F       BBB+                           N/A
          ES-G       BBB                            N/A
          ES-H       BBB-                           N/A
          SB-A       AAA                            N/A
          SB-B       AAA                            N/A
          SB-C       AAA                            N/A
          SB-D       AAA                            N/A
          SB-E       AAA                            N/A
          WB-A       AAA                            N/A
          WB-B       AA                             N/A
          WB-C       AA-                            N/A
          WB-D       A+                             N/A
          XC         AAA                            N/A
          XP-1       AAA                            N/A
          XP-2       AAA                            N/A
             
                    N/A - Not applicable.


BEALS MANAGEMENT: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Beals Management
        2190 Oil Well Road
        Glasogow, Kentucky 42141

Bankruptcy Case No.: 05-11292

Chapter 11 Petition Date: June 30, 2005

Court: Western District of Kentucky (Bowling Green)

Debtor's Counsel: Stephanie L. McGehee-Shacklette, Esq.
                  324 East 10th Avenue
                  P.O Box 1270
                  Bowling Green, Kentucky 42102-1270
                  Tel: (270) 782-3938
                  Fax: (270) 781-4737

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   CIT Technology Financing Services                 $8,791
   P.O. Box 550599
   Jacksonville, FL 32255-0599

   Branch Banking and Trust                          $8,617
   P.O. Box 580363
   Charlotte, NC 28258-0363

   Linda and Robert Hassur                           $6,696
   1201 Diplomat Parkway
   Hollywood, FL 33019

   Continental Commercial Group                      $6,412

   US Bank                                           $5,024

   US Bank                                           $4,497

   Westfield Group                                   $2,183

   Nextel Partners                                   $1,714

   Pitney Bowes                                      $1,566

   Rapidforms, Inc.                                    $505


BILL WATSON: Case Summary & 36 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Bill Watson Farms, Inc.
             P.O. Box 306
             Quincy, Washington 98848

Bankruptcy Case No.: 05-05256

Debtor affiliate filing separate chapter 11 petition:

     Entity                                     Case No.
     ------                                     --------
     William M. & Norma J. Watson               05-05254

Type of Business: The Debtor grows and sells farm produce,
                  including onions, potatoes, sweet corn,
                  green peas, and wheat.  Mr. Watson
                  serves as a Director of the Quincy
                  Columbia Basin Irrigation District -- see
                  http://www.efcom.com/wswra/director.htm--  
                  and is a past president of The National Onion
                  Association.  The Debtor's mailing address is
                  also used by Watson Orchard.  See
                  http://ResearchArchives.com/t/s?48

Chapter 11 Petition Date: June 29, 2005

Court: Eastern District of Washington (Spokane/Yakima)

Judge: John A. Rossmeissl

Debtor's Counsel: Dan O'Rourke, Esq.
                  Southwell & O'Rourke, P.S.
                  421 West Riverside Avenue, Suite 960
                  Spokane, Washington 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A) Lead Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
R & W Farms, Inc.                               $680,704
P.O. Box 306
Quincy, WA 98848

William Watson Family Trust                     $220,000
P.O. Box 306
Quincy, WA 98848

Norma Watson Family Trust                       $114,000
P.O. Box 306
Quincy, WA 98848

Jody Watson Lund                                 $48,181

John Stetner                                     $34,596

Billie J. Watson                                 $23,181

Christine Watson                                 $23,181

C.L. Watson                                      $20,000

J.S. Lund                                        $20,000

BJ Watson                                        $20,000

Watson Family Trust                              $16,000

John Stetner                                     $15,000

Richard Johnson                                  $13,600

D.H. Guthrie                                     $12,775

Ralph Johnson                                    $10,000

Leslie Patton                                     $8,050

Fireman's Fund Ins. Co.                           $7,374

John Stetner                                        $850

Carol Simpson                                       $750

B) William M. & Norma J. Watson's 16 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
William Watson Family Trust                     $220,000
P.O. 306
Quincy, WA 98848

Norma Watson Family Trust                       $114,000
P.O. Box 306
Quincy, WA 98848

Washington Trust Bank                            $77,503
Attn: Dick Jones
P.O. Box 1099
Moses Lake, WA 98837

Quincy Columbia Basin Irrigation Di              $51,099

Jody Watson Lund                                 $48,181

Internal Revenue Service                         $41,000

Grant County                                     $37,847

John Stetner                                     $34,596

Billie J. Watson                                 $23,181

Christine Watson                                 $23,181

Watson Family Trust                              $16,000

Billie J. Watson                                 $10,000

Christine Watson                                 $10,000

Jody W. Lund                                     $10,000

Public Utility District No. 2                     $8,539

Federal Home Life Insurance Co.                   $2,375


BOMBARDIER INC: Closes $1.1 Billion Unsecured Credit Facility
-------------------------------------------------------------
Bombardier Inc. (TSX:BBD.MV.A) (TSX:BBD.SV.B) successfully closed
a $1.1 billion unsecured credit facility through a syndicate of
banks.  The maturity date for this facility is July 10, 2007.  The
$1.0 billion target amount was increased as a result of
oversubscription.

A syndicate of sixteen financial institutions is providing this
facility with National Bank Financial and Citigroup Global Markets
Inc. acting as lead arrangers and joint bookrunners.  This
facility will replace Bombardier's existing North American credit
facility and provide Bombardier with maximum flexibility in
issuing letters of credit and letters of guarantee.  The new
credit facility contains typical covenants such as the maintenance
of certain liquidity and fixed charge coverage ratios as well as a
leverage ratio similar to the debt-to-equity ratio maintenance
covenant contained in Bombardier's existing credit facility.  The
covenants also include customary limitations for facilities of
similar nature.

"As expected, this successful transaction builds on the
Corporation's healthy liquidity position and demonstrates the
banking syndicates' continued confidence in our business plan and
our recovery," said Francois Lemarchand, Bombardier's Senior Vice
President and Treasurer.

Bombardier Inc. -- http://www.bombardier.com/-- is a world-
leading manufacturer of innovative transportation solutions, from
regional aircraft and business jets to rail transportation
equipment.  Bombardier Inc. is a global corporation headquartered
in Canada.  Its revenues for the fiscal year ended Jan. 31, 2005
were $15.8 billion US and its shares are traded on the Toronto
Stock Exchange.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 20, 2005,
Standard & Poor's Ratings Services affirmed its ratings, including
its 'BB' long-term corporate credit rating, on Bombardier Inc. and
its subsidiaries.  At the same time, Standard & Poor's removed the
ratings on Bombardier from CreditWatch, where they were placed
Dec. 13, 2004.  The outlook is negative.  The affirmation follows
a review of Bombardier's fiscal 2005 results, a review of
financial prospects for the next few years, and recent discussions
with senior management regarding financial and strategic
priorities.


BOSTON EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Boston Equipment & Supply Company, Inc.
        142 Main Street
        Salem, New Hampshire 03079

Bankruptcy Case No.: 05-12593

Type of Business: The Debtor sells and leases construction
                  and mining equipment.

Chapter 11 Petition Date: June 29, 2005

Court: District of New Hampshire (Manchester)

Debtor's Counsel: Jason M. Craven, Esq.
                  Craven Law Firm
                  799 Mammoth Road
                  Manchester, New Hampshire 03104
                  Tel: (603) 296-0800
                  Fax: (603) 626-0046

Total Assets: $3,853,642

Total Debts:  $7,414,303

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Frank and June Rich           Note                    $1,200,000
62 Sandy Pond Lane
Bedford, NH 03110

Commonwealth of               Job cost                  $200,000
Massachusetts
Department of Revenue
P.O. Box 7039
Boston, MA 02204

Multiquip Corp.               Trade debt                $132,999
P.O. Box 54449
Los Angeles, CA 90054

Davidson Mang Group           Trade debt                 $67,555

Crown Construction Products   Trade debt                 $63,720

Wacker Corp.                  Trade debt                 $58,000

North American Sales          Trade debt                 $50,899

United Rentals                Trade debt                 $46,125

Sentry Insurance              Trade debt                 $28,370

Stone Construction            Trade debt                 $22,885

American Equipment Rentals    Trade debt                 $21,477

Drakes Appleton               Trade debt                 $18,582

Daimler/Chrysler              Trade debt                  $9,956

Berry Insurance               Insurance                   $8,931

Gehl Company Parts Account    Trade debt                  $8,204

Northeast Stihl               Trade debt                  $7,377

Mitsui Machinery              Trade debt                  $6,891

Marineau's Garage             Trade debt                  $5,361

Jack Young                    Trade debt                  $4,978

Highlift Equipment Co., Inc.  Trade debt                  $4,619


BOYD GAMING: Can Access Up to $250 Million From Bank Loan Facility
------------------------------------------------------------------
Boyd Gaming Corporation (NYSE: BYD) disclosed that several
improvements to its bank credit facility are now in place with
Thursday's completion of the first amendment to the Company's
credit agreement.  The most significant improvements are:

   -- a 0.25% reduction in the interest rate,

   -- a one-year extension of the maturity of the revolving
      portion of the loan; and

   -- an increase in the commitments by $250 million.

In addition, the Company can seek up to $500 million of additional
commitments without amendment to this credit facility.  The
Company will use a substantial portion of the $250 million
increase for the early redemption of its $200 million principal
amount of 9.25% senior notes on Aug. 1, announced by the Company
on June 29.  The substitution of bank debt for the outstanding
notes will create meaningful interest savings for the Company.

"I am pleased that our Company is now borrowing under one of the
most favorable credit arrangements in the gaming industry today,"
William S. Boyd, Chairman and Chief Executive Officer of Boyd
Gaming, said.  "It is gratifying that our lenders and the credit
markets in general have recognized through this amendment our
Company's excellent financial performance in the year since our
current bank facility was completed.  We thank them for that
recognition and their excellent support of Boyd Gaming."

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a leading diversified owner and  
operator of 18 gaming entertainment properties, plus one under
development, located in Nevada, New Jersey, Mississippi, Illinois,
Indiana and Louisiana.

                        *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Standard & Poor's Ratings Services revised its rating outlook on
casino operator Boyd Gaming Corp. to positive from stable.

At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas, Nevada-based company, including its 'BB' corporate
credit rating.  Total debt outstanding was approximately
$2.26 billion at March 31, 2005.

"The outlook revision reflects Boyd's solid operating performance
over the past several quarters, which has resulted in pro forma
credit measures that have exceeded our previous expectations,"
said Standard & Poor's credit analyst Michael Scerbo.


BRANDON BELL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Brandon M. & Karen Bell
        80 North Main Street
        P.O. Box 21
        Greer, Arizona 85927

Bankruptcy Case No.: 05-11922

Chapter 11 Petition Date: June 30, 2005

Court: District of Arizona (Phoenix)

Judge: Chief Judge Redfield T. Baum Sr.

Debtor's Counsel: Kent A. Lang, Esq.
                  Suzanne K. Weathermon, Esq.
                  Lang & Baker, PLC
                  8233 Via Paseo Del Norte, Suite C-100
                  Scottsdale, Arizona 85258
                  Tel: (480) 947-1911
                  Fax: (480) 970-5034

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


CAMPBELL RESOURCES: Obtains CCAA Protection in Quebec
-----------------------------------------------------
The Superior Court of Quebec (Commercial Division) granted
Campbell Resources Inc. (TSX: CCH, OTC Bulletin Board: CBLRF) an
initial order under the Companies' Creditors Arrangement Act.  The
Company's previously disclosed convertible notes financing would
not be concluded due to the petition.

Campbell previously disclosed that subject to receipt of
regulatory approval, it will be concluding a private placement of
convertible unsecured promissory notes to RAB Special Situations
(Master) Fund Limited, a Cayman Islands registered hedge fund
managed by RAB Capital plc for aggregate gross proceeds of
$5,000,000.

Campbell intends to avail itself of the provisions of the CCAA to
prepare and present a plan of arrangement to its stakeholders.  
Difficulties in the start-up of the Copper Rand mine and a
shortage of capital have combined to create a situation where the
operations cannot generate enough cash to allow the Company to
carry on without a financial restructuring under the Act.

Difficulties encountered at Copper Rand in the last year include:

   -- unstable ground conditions in the development of a critical
      ventilation raise;

   -- reduced ore and waste hoisting capacity during repairs to a
      section of the shaft; and

   -- mine equipment problems.

These difficulties have resulted in development of stopes and
workplaces below planned levels and, consequently, lower levels of
production.

During the restructuring period, the Company intends to continue
operations at the Joe Mann and Copper Rand mines.  Some 250
employees currently work at these two locations.  In May, these
operations produced more than 4,500 ounces of gold and 700,000
pounds of copper, compared to 3,500 ounces and 890,000 pounds in
April.

Campbell Resources Inc. is a mining company focusing mainly in the
Chibougamau region of Quebec, holding interests in gold and gold-
copper exploration and mining properties.


CATHOLIC CHURCH: Tucson Wants to Assume Equipment & Office Leases
-----------------------------------------------------------------
Kasey C. Nye, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, tells the U.S. Bankruptcy Court for the District
of Arizona that these leases are necessary to the ministry and
operations of the Diocese of Tucson:

     Non-debtor Party             Subject Matter of Agreement
     ----------------             ---------------------------
     GE Capital                   Canon Image Runner 400 Copier -
                                  Serial # NNV13407

                                  Savin 2555 Copier - Serial #
                                  J5330200533

                                  Savin 2522 Copier - Serial #
                                  J0122302071

                                  Savin 2513F - Serial #
                                  H9238600271

                                  Gestetner 5455 Serial #
                                  F2320900123

     Danka Office Imaging         Maintenance Agreement Customer
                                  # 169448

     Arizona Office Equipment     Maintenance Agreement -
                                  Customer # 141554

     Xspedius Communications      Telephone Service Agreement -
                                  Customer # 9021809

     Pitney Bowes Credit Corp.    Postage Equipment - Scale Model
                                  # N300 - Serial # 0206878;
                                  Meter Model # 65L4 - Serial #
                                  6792824

                                  Maintenance Agreement -
                                  Mailing Machine - Serial #
                                  0000033548; Customer # 2529-
                                  9480-20-9

     Precision Toyota of Tucson   2002 Toyota Camry Account # 03
                                  0682 77707

                                  2002 Toyota Camry Account # 03
                                  0682 77708

     Diocese of Tucson Charity    Nonresidential Real Property -
     & Ministry Fund              Square Feet - 576

     Catholic Relief Services -   Nonresidential Real Property -
     Mexico                       Square Feet - 390

     Catholic Tuition Support     Nonresidential Real Property -
     Organization, Inc.           Square Feet - 288

By this motion, the Diocese seeks Judge Marlar's authority to
assume the equipment leases, vehicle leases and office subleases.

Tucson has determined that replacing the vehicles, sublease
tenants, equipment and maintenance contracts is unlikely to result
in more favorable terms or significant savings to the estate.  Any
conceivable benefit is vastly outweighed by the additional cost
and business disruption to the Diocese that would result from
terminating the Leases.

Mr. Nye points out that the Diocese has never defaulted under the
Lease.  Accordingly, no cure is required.  Emergence from Chapter
11 will also provide sufficient adequate assurance of future
performance.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Court Rules on Tucson's Estimation Protocol
------------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 19,
2005, Warren J. Stapleton, Esq., at Stinson Morrison Hecker LLP,
in Phoenix, Arizona, reminds the U.S. Bankruptcy Court for the
District of Arizona that all of the Tort Claimants' claims in the
Diocese of Tucson's Chapter 11 case are currently unliquidated
and, therefore, are not "allowed claims" under Section 502 of the
Bankruptcy Code.  As a result, the Tort Claimants' votes to accept
or reject the Diocese's Plan of Reorganization will not be counted
even if they are not otherwise objected to.

To avoid conducting lengthy, acrimonious, and unwieldy sealed
proceedings to estimate claims, the Official Tort Claimants'
Committee proposes a mechanism for the efficient estimation and
temporary allowance of the Tort Claimants' claims, for voting
purposes only.

The Committee suggests that each Tort Claimant with an allowed
claim will have one vote, regardless of which tier the Tort Claim
is placed in, and regardless of whether the Tort Claimant elects
to be treated as holding a Tort Convenience Claim or his claim is
otherwise settled.

Since it is impossible to establish actual dollar values of any of
the Tort Claimants' claims, the Tort Committee proposes that the
Court make its estimations based on the tier structure under the
proposed Plan.  The Court can account for the differences in value
of the various claims by assigning a dollar value to each vote of
an allowed Tort Claim based on the tier to which the claim is
assigned -- or other amount as the Plan provides for spouses,
parents, and Tort Convenience Claims.

Mr. Stapleton asserts that the Tort Claimants are the central body
of claimants in the Diocese's Chapter 11 case.  Hence, they should
be given an opportunity to establish their right to vote for or
against the Plan.

*   *   *

The U.S. Bankruptcy Court for the District of Arizona rules that
the Tort Claimants' voting rights on the Diocese of Tucson's
Third Amended Plan of Reorganization will be estimated based on
this Tier structure:

   (a) Each Tort Claimant with an Allowed or Estimated Tort Claim
       will have one vote, regardless of which tier the Tort
       Claim is placed in, and regardless of whether the Tort
       Claimant elects to be treated as holding a Tort Compromise
       Claim, or whether the Tort Claimant's claim is otherwise
       settled;

   (b) Each Tort Claimant whose Tort Claim has been Allowed or
       Estimated by order of the Bankruptcy Court will have his
       or her claim estimated, for purposes of voting on the Plan
       only, at these values:

                                  Dollar Value Assigned
            Tier                for Voting Purposes Only
            ----                ------------------------
             4                        $600,000
             3                         425,000
         California                    300,000
             2                         200,000
             1                         100,000

       Parent/Spouse Claim      %5 of tier amount of one
                                underlying claim

       Tort Compromise Claim           15,000

         Other Settlement      agreed amount between Diocese and
                               claimant

   (c) If the Court has approved a settlement stipulation
       providing for the provisional allowance of a Tort Claim in
       one of the tiers, or as a Tort Compromise Claim, or by
       giving it some other agreed treatment, that Tort Claim
       will be estimated as a claim and receive the voting rights
       applicable to that tier, Tort Compromise Claim, or other
       agreed treatment;

   (d) If the Court has not yet approved a settlement, but (i)
       the Diocese and the Tort Claimant have executed a
       settlement stipulation, and (ii) the Committee has agreed
       to the settlement, that Tort Claim will also be estimated
       as a claim in the tier the parties have stipulated to, or
       as a Tort Compromise Claim, or by giving it some other
       agreed treatment, and will receive the voting rights
       applicable to that tier, Tort Compromise Claim, or other
       agreed treatment;

   (e) If no settlement has been reached, the Diocese may, with
       the approval of the Committee, propose to any Tort
       Claimant that its claim be estimated by temporarily
       assigning it to a particular tier or treating it as a Tort
       Compromise Claim.  If the Tort Claimant accepts the
       estimate, the claim will be estimated as and receive the
       voting rights applicable to that tier or Tort Compromise
       Claim;

   (f) The Diocese will advise each Tort Claimant, by means of a
       notice attached to the Ballot provided to the Tort
       Claimant, of the voting rights, if any, which the Diocese
       proposes that the Tort Claimant will receive.  The notice
       will also provide the Tort Claimant the opportunity to
       request the Court to estimate the claim; and

   (g) Unless the Tort Claimant requests the Court to establish
       different voting rights for the Tort Claim on or before
       the deadline for filing ballots accepting or rejecting the
       Plan, the Tort Claimant's voting rights will be those
       proposed by the Diocese.

This procedure is for temporary allowance of claims to establish
voting rights only and is not binding on any party for any other
purpose, Judge Marlar says.

The Court may estimate a claim upon request if the estimation is
necessary or desirable for Plan confirmation purposes.

Additionally, Pacific Employers Insurance Company's objection, to
the extent not withdrawn, is overruled.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CONSTELLATION BRANDS: Earns $71.2 Million of Net Income in Q1
-------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) reported net
sales at $1.1 billion, up 18% over prior year, and reported net
income of 47% for the first quarter ended May 31, 2005.

"Constellation Brands' true growth momentum continues to
accelerate and deliver increasing shareholder value as we employ
our business model to achieve our strategic vision," stated
Richard Sands, Constellation Brands chairman and chief executive
officer.  "We hit our stride in fiscal 2005, and used that
momentum to set the pace for a strong first quarter of performance
to kick off fiscal 2006.

"Our base business delivered top-line growth of seven percent,
which was complemented by our acquisitions for an overall growth
rate of 18 percent," explained Sands.  "We're particularly
encouraged by healthy operating margin expansion in the quarter,
which reflects the continued consumer shift to higher margin wine
products and the benefits of the Robert Mondavi acquisition."

              Fiscal 2006 First Quarter Results

First quarter net sales, as reported under generally accepted
accounting principles, totaled $1.1 billion, up 18%, driven by
growth in the company's branded wine and imported beers
businesses.  Net sales included $89.6 million of sales of brands
from the Dec. 22, 2004 acquisition of The Robert Mondavi
Corporation and $13.4 million from sales of Ruffino brands.  On
Dec. 3, 2004, the company purchased a 40% interest in Ruffino
S.r.l. and on Feb. 1, 2005, the company began distributing
Ruffino's products in the United States.  Excluding Robert Mondavi
and Ruffino brands, net sales grew 7%.  Currency also contributed
2% of the net sales increases.

Reported operating income was $139.8 million or 12.8% of net
sales, compared with $110.4 million or 11.9% of net sales in the
first quarter of fiscal 2005.  Both reported net income of
$75.7 million set records for a first quarter, and were up 47%
over the prior year first quarter.

First quarter fiscal 2006 and 2005 reported results include
acquisition- related integration costs, restructuring and related
charges and unusual items.  Net income exclude these costs,
charges and items. First quarter operating income on a comparable
basis, was $157.7 million or 14.4% of net sales, compared with
$123.6 million or 13.3% in the prior year period.  First quarter
net income increased 19% to $71.2 million.

"The strength of our portfolio, distribution reach, as well as our
marketing and sales capabilities, combined with our strategic
vision, consumer insights, new product development and disciplined
approach to expanding our offerings, continue to fuel our momentum
along the path of true growth," Sands stated.

Constellation Brands, Inc. -- http://www.cbrands.com/-- is a  
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories.  Well-known brands in Constellation's
portfolio include: Corona Extra, Corona Light, Pacifico, Modelo
Especial, Negra Modelo, St. Pauli Girl, Tsingtao, Black Velvet,
Fleischmann's, Mr. Boston, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Stowells,
Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert
Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi
Private Selection, Blackstone, Ravenswood, Estancia, Franciscan
Oakville Estate, Simi and Robert Mondavi Winery brands.

                        *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and other ratings on alcoholic beverage producer and
distributor Constellation Brands Inc.

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

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


CREDIT SUISSE: Moody's Junks $6.76 Million Class N Certificate
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
downgraded the ratings of two classes and affirmed the ratings of
nine classes of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-
CK3 as:

   -- Class A-1, $4,191,152, Fixed, affirmed at Aaa
   -- Class A-2, $105,500,000, Fixed, affirmed at Aaa
   -- Class A-3, $127,040,000, Fixed, affirmed at Aaa
   -- Class A-4, $582,406,000, Fixed, affirmed at Aaa
   -- Class A-X, Notional, affirmed at Aaa
   -- Class B, $42,262,000, Fixed, upgraded to Aaa from Aa2
   -- Class C, $56,348,000, WAC Cap, upgraded to Aa3 from A2
   -- Class D, $11,268,000, WAC Cap, upgraded to A1 from A3
   -- Class E, $14,088,000, WAC Cap, upgraded to A2 from Baa1
   -- Class F, $25,357,000, WAC Cap, upgraded to Baa1 from Baa2
   -- Class G-1, $8,000,000, WAC Cap, affirmed at Baa3
   -- Class G-2, $11,722,000, WAC, affirmed at Baa3
   -- Class H, $14,088,000, Fixed, affirmed at Ba1
   -- Class J, $24,793,000, Fixed, affirmed at Ba2
   -- Class K, $9,016,000, Fixed, downgraded to B1 from Ba3
   -- Class N, $6,762,000, Fixed, downgraded to Caa2 from B3

As of the June 17, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 5.0% to $1.07
billion from $1.13 billion at securitization.  The Certificates
are collateralized by 167 mortgage loans.  The loans range in size
from less than 1.0% to 9.8% of the pool, with the top ten loans
representing 36.7% of the pool.  The pool consists of three shadow
rated loans, representing 18.5% of the pool, and a conduit
component, representing 81.5% of the pool.  Seven loans,
representing 10.6% of the pool, have defeased and have been
replaced with U.S. Government securities.  The defeased loans
include three of the top ten loans

   -- Alliance GT 5 ($41.0 million - 3.8%);
   -- Alliance GT 6 ($33.5 million - 3.1%); and
   -- Metropolitan Apartments ($23.6 million - 2.2%).

Three loans, representing 2.2% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of
approximately $4.0 million for all of the specially serviced
loans.  Forty-three loans, representing 16.3% of the pool, are on
the master servicer's watchlist.  Two loans have been liquidated
from the trust, resulting in realized losses of approximately
$10.4 million.

Moody's was provided with partial or full year 2004 operating
results for 99.5% of the performing loans. Moody's loan to value
ratio for the conduit component is 87.0%, compared to 89.1% at
securitization.  The upgrade of Classes B, C, D, E and F is due to
increased subordination levels, a significant percentage of
defeased loans and overall improved performance.  The downgrade of
Classes K and N is due to realized and anticipated losses from the
specially serviced loans and LTV dispersion.  Based on Moody's
analysis, 13.9% of the conduit pool has a LTV greater than 100.0%,
compared to 2.0% at securitization.  Approximately 55.0% of the
loans with a LTV over 100.0% are secured by older multifamily
properties.  Thirteen loans, representing 6.5% of the pool, have
debt service coverage of 0.9x or less based on the borrowers'
reported operating performance and the actual loan constant.

The largest shadow rated loan is the 888 Seventh Avenue Loan
($105.0 million - 9.8%), which is secured by a leasehold mortgage
on a 880,000 square foot office building located in the Columbus
Circle office submarket of New York City.  The property is 98.6%
occupied, compared to 93.0% at securitization.  Major tenants
include:

   * New Line Realty (14.7% NRA; lease expiration June 2007);

   * Hearst Communications (9.1% NRA; lease expirations in 2006
     and 2008); and

   * Soros Fund Management (3.7% NRA; lease expiration June 2015).

The loan sponsor is Vornado Realty Trust (Moody's preferred shelf
rating Baa3), a publicly traded REIT.  The loan is interest only
for its five year term.  The loan is shadow rated A3, compared to
Baa1 at securitization.

The second shadow rated loan is the Atrium Mall Loan ($47.0
million -- 4.4%), which is secured by a 214,800 square foot
enclosed shopping center located approximately nine miles west of
downtown Boston in Chestnut Hill, Massachusetts.  The center is
92.0% occupied, the same as at securitization.  Major tenants
include:

   * Borders Books (13.3% GLA; lease expiration May 2010);
   * The Gap (9.4% GLA; lease expiration February 2009); and
   * Anthropologie (7.0% GLA; lease expiration January 2009).

Loan sponsors include Simon Property Group, New York State
Teachers Retirement System, TIAA- CREF and J.P. Morgan.  The loan
is shadow rated A1, the same as at securitization.

The third shadow rated loan is the Almaden Plaza Loan ($46.4
million - 4.3%), which is secured by a 544,900 square foot
power/community center located in San Jose, California.  The
center is 96.3% occupied, compared to 99.0% at securitization.
Major tenants include:

   * Costco Wholesale (24.3% GLA; lease expiration February 2017);

   * Bed Bath & Beyond (11.1% GLA; lease expiration January 2010);
     and

   * TJ Maxx (9.6% GLA; lease expiration April 2012).

The loan is shadow rated Ba1, the same as at securitization.

The top three conduit loans represent 6.9% of the outstanding pool
balance.  The largest conduit loan is the Rambus, Inc. Loan ($28.2
million -- 2.6%), which is secured by a 96,600 square foot office
building located approximately ten miles northwest of San Jose in
Los Altos, California.  The property was built in 2000 and serves
as the corporate headquarters of Rambus, Inc. (100.0% NRA; lease
expiration December 2010).  The San Jose market has experienced
significant declines in both occupancy and rental levels since
securitization.  The current submarket rent is estimated at $25.00
per square foot, compared to the in-place rent of $44.00 per
square foot.  Moody's LTV is in excess of 100.0%, compared to
97.5% at securitization.

The second largest conduit loan is the Foothill Village Shopping
Center Loan ($24.3 million - 2.3%), which is secured by a 275,000
square foot community shopping center located in Salt Lake City,
Utah.  The property is 96.0% occupied, compared to 87.0% at
securitization.  Major tenants include:

   * Dan's Foods (15.0% GLA; lease expiration October 2013);
   * Stein Mart (12.0% GLA; lease expiration October 2015); and
   * Sports Den (7.0% GLA; lease expiration October 2016).

Moody's LTV is 84.6%, compared to 91.3% at securitization.

The third largest conduit loan is the Plaza Antonio Loan ($21.9
million - 2.0%), which is secured by a 106,000 square foot
neighborhood shopping center located in Rancho Santa Margarita
(Orange County), California.  The property is anchored by
Pavilions grocery store, which is not part of the collateral.  The
property is 96.7% occupied, compared to 100.0% at securitization.
Major tenants include:

   * CVS (11.9% GLA; lease expiration August 2028); and
   * Ruby's Diner (6.1% GLA; lease expiration July 2012).

Moody's LTV is 83.4%, compared to 95.6% at securitization.

The pool's collateral is a mix of:

   * retail (29.3%),
   * office and mixed use (28.1%),
   * multifamily (22.8%),
   * U.S. Government securities (10.6%),
   * industrial and self storage (5.3%),
   * lodging (3.4%), and
   * credit tenant lease (0.5%).

The collateral properties are located in 30 states plus
Washington, D.C.  The highest state concentrations are:

   * California (27.8%),
   * New York (14.0%),
   * Massachusetts (6.8%),
   * Texas (6.2%), and
   * Georgia (4.8%).

All of the loans are fixed rate.


CWMBS INC: Fitch Places Low-B Ratings on 4 Cert. Classes
--------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2005-J2:

    Group 1 Certificates:

      -- $153.2 million classes 1-A-1 through 1-A-4 and A-R
         certificates (senior certificates) 'AAA';

      -- $619,300 class I-M certificates 'AA';

      -- $309,600 class I-B-1 certificates 'A';

      -- $232,200 class I-B-2 certificates 'BBB';

      -- $154,800 class I-B-3 certificates 'BB';

      -- $77,400 class I-B-4 certificates 'B'.

   Groups 2 & 3 Certificates:

      -- $632.5 million classes 2-A-1 through 2-A-5, 2-X, 3-A-1
         through 3-A-17, 3-X, PO and A-R certificates (senior
         certificates) 'AAA';

      -- $13.4 million class II-M certificates 'AA';

      -- $3.9 million class II-B-1 certificates 'A';

      -- $2.0 million class II-B-2 certificates 'BBB';

      -- $1.3 million class II-B-3 certificates 'BB';

      -- $983,100 class II-B-4 certificates 'B'.

The 'AAA' rating on the Group 1 senior certificates reflects the
1.00% subordination provided by the 0.40% class I-M, the 0.20%
class I-B-1, the 0.15% class I-B-2, the 0.10% class I-B-3, the
0.05% class I-B-4, and the 0.10% class I-B-5 (not rated by Fitch).  

The 'AAA' rating on the Group 2 and 3 senior certificates reflects
the 3.50% subordination provided by the 2.05% class II-M, the
0.60% class II-B-1, the 0.30% class II-B-2, the 0.20% class II-B-
3, the 0.15% class II-B-4, and the 0.20% class II-B-5 (not rated
by Fitch).

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
also reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures and the master
servicing capabilities of Countrywide Home Loans Servicing LP
(Countrywide Servicing), a direct wholly owned subsidiary of
Countrywide Home Loans, Inc.  Countrywide Servicing is rated an
'RMS2+' for master servicing and 'RPS1' for primary servicing by
Fitch.

The 'Group 1' senior certificates are collateralized by a pool
(loan group 1) primarily consisting of conventional 15-year fixed-
rate, mortgage loans secured by first liens on one-to four-family
residential properties.  The 'Group 2 and 3' senior certificates
are cross-collateralized by two pools (loan groups 2 and 3)
primarily consisting of conventional, fully amortizing, 30-year
fixed-rate, mortgage loans secured by first liens on one- to four-
family residential properties.

In loan group 1, as of the cut-off date (June 1, 2005), the
aggregate pool balance totaled $154,751,073.  The weighted-average
original loan-to-value ratio was 58.41%. Cash-out and rate/term
refinance loans represent 15.78% and 73.60% of the mortgage pool.  
Second homes account for 6.30% of the pool.  The average loan
balance is $459,202.  The weighted average FICO credit score is
approximately 759.  The three states that represent the largest
portion of mortgage loans are California (38.60 %), Illinois
(9.83%) and Florida (6.20%).

In loan group 2, as of the cut-off date, the aggregate pool
balance totaled $180,926,591.  The weighted-average OLTV was
71.22%.  Cash-out and rate/term refinance loans represent 32.07%
and 22.18% of the mortgage pool, respectively.  Second homes
account for 8.03% of the pool.  The average loan balance is
$540,079.  The weighted average FICO credit score is approximately
738.  The three states that represent the largest portion of
mortgage loans are California (50.09%), New York (6.94%) and New
Jersey (4.64%).

In loan group 3, as of the cut-off date, the aggregate pool
balance totaled $449,576,572.  The weighted-average OLTV was
71.46%.  Cash-out and rate/term refinance loans represent 16.11%
and 17.40% of the mortgage pool, respectively.  Second homes
account for 6.13% of the pool.  The average loan balance is
$525,821.  The weighted average FICO credit score is approximately
749.  The four states that represent the largest portion of
mortgage loans are California (46.93%), New Jersey (4.42%),
Florida (4.39%), and New York (4.39%).

Although there is cross-collateralization between loan group 2 and
loan group 3, there is no cross-collateralization between loan
group 1 and any other loan group.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at
http://www.fitchratings.com/

Its is expected that Countrywide Home Loans Servicing LP, National
City Mortgage Co., and SunTrust Mortgage Incorporated, will direct
service approximately 98.51%, 0.70%, 0.40%, and 0.80%,
respectively, of the mortgage loans in Group 1.

Its is expected that Countrywide Home Loans Servicing LP
(Countrywide Servicing), IndyMac Bank, FSB, Third Federal Savings
and Loan Association, GMAC Mortgage Corporation, and Wachovia
Mortgage Corporation, will direct service approximately 90.69%,
7.08%, 1.50%, 0.23%, and 0.50%, respectively, of the mortgage
loans in Group 2. Its is expected that Countrywide Home Loans
Servicing LP (Countrywide Servicing), IndyMac Bank, FSB, Third
Federal Savings and Loan Association, GMAC Mortgage Corporation,
and National City Mortgage Co., will direct service approximately
97.37%, 0.45%, 1.20%, 0.79%, and 0.19%, respectively, of the
mortgage loans in Group 3.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  For federal income
tax purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits. The Bank of New
York will act as trustee.


DEEP RIVER: Wants to Hire Ravin Greenberg as Bankruptcy Counsel
---------------------------------------------------------------          
Deep River Development Group, L.L.C., asks the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ
Ravin Greenberg PC as its general bankruptcy counsel.

Ravin Greenberg will:

   1) assist and advise the Debtor of its duties and powers as a
      debtor-in-possession in the continued operation and
      management of its business and property;

   2) prepare on behalf of the Debtor, all necessary motions,
      applications, answers, orders, reports, and other legal
      documents required by the Court in the Debtor's chapter 11
      case;

   3) attend Bankruptcy Court hearings and represent and protect
      the Debtor's interests before that Court; and

   4) perform all other legal services to the Debtor that are
      appropriate and necessary in its bankruptcy case.

Morris S. Bauer, Esq., a Partner at Ravin Greenberg, is one of the
lead attorneys for the Debtor.  Mr. Bauer charges $380 per hour
for his services.  

Mr. Bauer reports Ravin Greenberg's professionals bill:

    Professional          Designation    Hourly Rate
    ------------          -----------    -----------  
    Nathan Ravin          Partner           $450
    Howard S. Greenberg   Partner           $540
    Stephen B. Ravin      Partner           $420
    Bruce J. Wisotsky     Partner           $400
    Larry Lesnik          Partner           $390
    Brian  L. Baker       Associate         $290
    Sheryll S. Tahiri     Associate         $255
    Chad B. Friedman      Associate         $255

Ravin Greenberg had not yet submitted its retainer amount to the
Debtor when the Debtor filed its request with the Court to employ
the Firm as its bankruptcy counsel.

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

Headquartered in Chester, New Jersey, Deep River Development
Group, L.L.C., filed for chapter 11 protection on June 29, 2005
(Bankr. D.N.J. Case No. 05-31279).  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.


DEL MONTE: Buys 12MM Shares from Goldman Sachs in Private Tender
----------------------------------------------------------------
Del Monte Foods Co. disclosed in a regulatory filing that it
bought 12 million of its company's shares for $125 million in
cash, or $10.42 per share, in a private transaction with Goldman
Sachs International.  The company's tender offer is aimed to
enhance shareholder return and spur earnings growth for the
company.  As part of the strategy, the company could sell off the
baby food and private-label soup businesses acquired in late 2002
from H.J. Heinz Co. as it focuses on its higher-margin branded
products.

"We are pleased to have executed on the stock repurchase program
we announced last week," said Richard G. Wolford, Chairman and CEO
of Del Monte Foods.  "Repurchasing shares is consistent with our
confidence in Del Monte's long-term growth prospects. As we
evaluated our alternatives, we concluded that an accelerated stock
buyback program was an effective avenue to return value to
shareholders."

                     About Del Monte

Del Monte Foods is one of the United States' largest and most
well-known producers, distributors and marketers of premium
quality, branded and private label food and pet products for the
U.S. retail market, generating over $3 billion in net sales in
fiscal 2005. With a powerful portfolio of brands including Del
Monter, Contadinar, StarKistr, S&Wr, Nature's Goodness, College
Innr, 9Livesr, Kibbles 'n Bitsr, Pup-Peronir, Snausagesr, and
NawSomes! r, Del Monte products are found in nine out of ten
American households.

As reported in the Troubled Company Reporter on Jan. 28 2005,
Fitch Ratings assigns a 'BB-' rating to Del Monte Foods Company's
new $250 million 6-3/4% privately placed senior subordinated notes
due Feb. 15, 2015.  Fitch also expects to rate Del Monte's new
secured credit facility, projected to close in early February
2005.  Fitch currently rates Del Monte's debt:

     -- Senior secured bank facility 'BB+';
     -- Senior subordinated notes 'BB-'.
     -- Rating Outlook Stable.

Del Monte's total debt as of October 31, 2004 was $1.5 billion.

Moody's currently rates Del Monte's $150,000,000 Term Loan
Tranche A at Ba3.


DELPHI CORP: Completes Financial Restatements & Audit Probe
-----------------------------------------------------------
Delphi Corp. (NYSE: DPH) completed its financial restatement, and
has become current in its periodic filings with the Securities and
Exchange Commission.  In conjunction with the restatement, the
audit committee of the company's Board of Directors has concluded
its internal investigation of certain accounting transactions over
the past five years.

"The audit committee has conducted a thorough and intensive
internal investigation over these past nine months and the Delphi
team has worked extremely hard to complete this restatement
process by the self-imposed deadline of June 30," said Robert H.
Brust, chairman of Delphi's Audit Committee and executive vice
president and CFO of Eastman Kodak Company.  "And while it is
regrettable to have had to undergo this process, the Board and the
entire team at Delphi are poised to integrate the lessons learned
into the company's internal controls and channel all efforts and
resources toward Delphi's transformation."

The effects of the restatement reduce retained earnings as of
Dec. 31, 2001 by $265 million, reduce 2002 net income by
$24 million, and improve 2003 net loss by $46 million.  

Delphi is the subject of an ongoing investigation by the Staff of
the Securities Exchange Commission and other federal authorities
involving Delphi's accounting for and disclosure of a number of
transactions.  The transactions include:

   -- rebates or other lump-sum payments received from suppliers,

   -- certain off-balance sheet financings of indirect materials
      and inventory and the payment in 2000 of $237 million in
      cash; and

   -- the subsequent receipt in 2001 of $85 million in credits, as
      a result of certain settlements between Delphi and its
      former parent company, General Motors.

                    Accounting Irregularities

As reported in the Troubled Company Reporter on June 13, 2005, the
recent findings by the Board's audit committee concluded that the
Company did not accurately disclose to credit ratings agencies,
analysts or the Board of Directors the amount of sales of European
accounts receivable or factoring arrangements from the date of its
separation from General Motors until year-end 2004.  The Audit
Committee conducted the investigation with PricewaterhouseCoopers
LLP.

Following its review, the audit committee accepted the  
resignations of the Company's current Treasurer, Pam Geller and  
John Blahnik, its former Vice President of Treasury, Mergers &  
Acquisitions.  John Arle, 57, has been named Vice President and
Treasurer, effective immediately, and will report to John Sheehan,
Delphi's Acting Chief Financial Officer.

The Board of Directors of Delphi Corp. named Robert S. "Steve"
Miller as the company's new chairman and chief executive officer,
effective July 1, 2005.

                      CY 2004 Financials

Delphi reported CY 2004 revenue of $28.6 billion and a net loss of
$4.8 billion.  As previously reported on May 13, 2005, Delphi's CY
2004 net loss includes a $4.7 billion valuation allowance against
its U.S. deferred tax assets.  This non-cash charge was unrelated
to the internal accounting investigation, and was recorded through
the normal course of evaluating deferred tax assets for
recoverability.  There was no impact to Delphi's liquidity
position due to this valuation allowance.  Delphi continues to
maintain the underlying tax benefits to offset future taxable
income and will evaluate the continued need for a valuation
allowance based upon the profitability of its U.S. operations.

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

At March 31, 2005, Delphi Corporation's balance sheet showed a
$4.09 billion stockholders' deficit, compared to a $3.54 billion
deficit at Dec. 31, 2004.

                        *     *     *

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


DELTA FUNDING: S&P's Rating on Class B Notes Tumbles to D
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B
from Delta Funding Home Equity Loan Trust 1999-3 to 'D' from
'CCC'.  Concurrently, ratings on five other classes from the same
transaction are affirmed.

The rating on class B was lowered as a result of the $32,642.55
principal write-down realized by the class during the June 2005
remittance period.  Originally rated 'BBB-', the class is
supported by excess spread and overcollateralization, which were
completely exhausted during this period.  Monthly net realized
losses exceeded monthly excess interest cash flow for most of the
past 12 months, thereby steadily depleting overcollateralization.

While the mortgage pool has paid down to approximately 14% of its
original balance, substantial losses from high delinquencies have
contributed to the complete erosion of the overcollateralization
to $0.00 from its original target of $9.8 million.

As of the June 2005 distribution date, cumulative realized losses
were $34.089 million, 4.87% of the original pool balance, while
total delinquencies were 34.36%.  Serious delinquencies (90-plus
days, foreclosure, and REO) were 22.24%.  The affirmations of the
ratings on the five remaining classes from this transaction
reflect adequate actual and projected credit support provided by
subordination and, to a lesser extent, monthly excess interest.

Given the current delinquency status and pattern of losses, along
with minimal excess cash flow amounts, collateral performance is
likely to continue to result in losses that will further exhaust
credit support to the transaction.  Standard & Poor's will
continue to monitor the transaction closely, and the ratings will
be adjusted accordingly.

The collateral consists of 15- to 30-year, fixed- and adjustable-
rate, first- and second-lien subprime mortgage loans secured by
one- to four-family residential properties.
   
                          Rating Lowered
   
            Delta Funding Home Equity Loan Trust 1999-3

                                   Rating
                                   ------
                       Class     To      From
                       -----     --      ----
                       B         D       CCC
   
                          Ratings Affirmed
   
            Delta Funding Home Equity Loan Trust 1999-3
   
                         Class     Rating
                         -----     ------
                         A-1F      AAA
                         A-2F      AAA
                         A-1A      AAA
                         M-1       AA+
                         M-2       A


DELTAGEN INC: Wants Until Oct. 18 to File Plan of Reorganization
----------------------------------------------------------------
Deltagen, Inc., and Deltagen Proteomics, Inc., ask the U.S.
Bankruptcy Court for the Northern District of California to extend
the period within which they have the exclusive right to file a
chapter 11 plan to October 18, 2005.  They also want the period
within which they have the exclusive right to solicit acceptances
of that chapter 11 plan extended to December 13, 2005.

Ramon M. Naguiat, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., tells the Court that over the last few months,
the Debtors have made significant progress in moving their cases
to conclusion.  The Debtors have:

   * commenced the claims administration process,
   * filed two omnibus objections to claims, and
   * asserted various additional "one off" claims objections.  

The Debtors also continued dealing with their various contractual
and licensing relationships by:

   * modifying, assuming, and rejecting existing contracts,

   * resolving the Debtor's licensing disputes with Lexicon
     Incorporated, and

   * entering into new licensing arrangements.

Mr. Naguiat reports that the Debtors have begun the process of
drafting a plan of reorganization and disclosure statement in
support of the plan, which the Debtors intend to file within the
next few months.  To allow the Debtor to complete the formulation
and negotiation of a plan of reorganization and to address certain
remaining operational and claims issues in their cases in advance
of exiting bankruptcy, the Debtors ask the Court to approve the
extension.

               Committee Shares Exclusive Periods

Mr. Naguiat tells the Court that although the Debtors will
endeavor to propose a plan that has the support of the Committee,
the Debtors are willing to continue to share the proposed extended
Exclusive Periods with the Committee in the event that the
Committee is dissatisfied with the contours of the plan formulated
by the Debtors.  The Debtors may file and solicit acceptances of a
plan, provided that the plan has the Committee's support, or the
Committee may file and solicit acceptances of a plan, provided
that the plan has the Debtors' support.

Deltagen Inc. provides essential data on the in vivo mammalian
functional role of newly discovered genes.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 27, 2003
(Bankr. N.D. Calif. Case No. 03-31906).  Alan Talkington, Esq.,
and Frederick D. Holden, Esq., at Orrick, Herrington and
Sutcliffe, and Henry C. Kevane, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.


ENVIRONMENTAL ELEMENTS: Files Chapter 11 Petition in Maryland
-------------------------------------------------------------
Environmental Elements Corporation (OTC: EECP) filed a chapter 11
petition in the U.S. Bankruptcy Court for the District of
Maryland.  According to Lisa Poulin, EEC's recently hired Chief
Restructuring Officer, the filing is in response to changes in the
industry, increased competition and increases in prices for steel
and other raw materials resulting in sustained operating losses in
North America.  EEC's European operation, which has had
significant growth and is profitable, is not included in the
Chapter 11 filing.

The Company intends to use the Chapter 11 case as a vehicle for a
sale of all of its business operations including its European
operation.  It has retained FTI Capital Advisors, LLC, as its
marketing and sales agent.

Mercantile Safe-Deposit & Trust Company has agreed to extend
debtor-in-possession financing to the Company during the Chapter
11 case.  Mercantile was the Company's working capital lender
before the case was filed.

Headquartered in Baltimore, Maryland, Environmental Elements
Corporation is a solutions-oriented provider of innovative
technology for plant maintenance services, air pollution control
equipment and complementary products.  The company has served a
broad range of customers in the power generation, pulp and paper,
waste-to-energy, rock products, metal and petrochemical industries
for over 55 years.  The Company filed for chapter 11 protection on
July 1, 2005 (Bankr. Md. Case No. 05-25073).  Lawrence Coppel,
Esq., at Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated $1
million to $10 million in total assets and $10 million to $50
million in total debts.

At Dec. 31, 2004, Environmental Elements' balance sheet showed a
$12,095,000 stockholders' deficit, compared to a $10,965,000
deficit at March 31, 2004.


ENVIRONMENTAL ELEMENTS: Case Summary & 20 Largest Creditors
-----------------------------------------------------------
Debtor: Environmental Elements Corporation
        3700 Koppers Street
        Baltimore, Maryland 21227

Bankruptcy Case No.: 05-25073

Type of Business: The Debtor provides innovations for plant
                  maintenance services, air pollution control
                  equipment and complementary products. See
                  http://www.eec1.com/

Chapter 11 Petition Date: July 1, 2005

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Lawrence Coppel, Esq.
                  Gordon, Feinblatt, Rothman, Hoffberger &
                  Hollander, LLC
                  The Garrett Building, 233 East Redwood Street
                  Baltimore, Maryland 21202
                  Tel: (410) 576-4000
                  Fax: (410) 576-4246

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Vandiver Steel Fabrication    Trade                     $599,119
2272 Highway 50 West
P.O. Box 128
Vandiver, AL 35176

DOVCO Industrial              Trade                     $418,539
Fabricators, Inc.
1700 Ridgely Street
Baltimore, MD 21230

EFFOX, Inc.                   Trade                     $178,047
9759 InterOcean Drive
Cincinnati, OH 45246

NWL Transformers, Inc.        Trade                     $170,390

TECO Industries of            Trade                     $150,651
Maryland, Inc.

Riggs, Counselman, Michaels   Deferred insurance        $135,696
& Downes, Inc.                premium

Nicholson & Hall Corporation  Trade                      $88,970

Motion Indutries, Inc.        Trade                      $80,065

Energy and Environmental      Commissions                $78,802

Phillips Getschow Company     Lawsuit settlement         $74,000

PIP's Iron Works, Inc.        Trade                      $70,716

M&M Machine Services, Inc.    Trade                      $68,912

Applied Industrial            Trade                      $57,026
Technologies

Watlow Electric Mfg., Inc.    Trade                      $43,764

ACS Valves                    Trade                      $39,665

Redkoh Datatest               Trade                      $29,770

Service Machine & Welding     Trade                      $29,381

Thermal Devices, Inc.         Trade                      $23,651

Kissick, Inc.                 Commissions                $18,524

A&A Bolt & Screw Company      Trade                      $17,483
Inc.


EXIDE TECH: PwC Expresses Going Concern Doubt in Annual Report
--------------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) was advised by its independent
auditor, PricewaterhouseCoopers LLC, that its report on Exide's
consolidated financial statements as of and for the fiscal year
ended March 31, 2005 will contain a going-concern qualification.  
The Company understands that this qualification will be expressed
due to concern about its ability to meet the financial covenants
for the 2006 fiscal year in its Credit Agreement, as amended.

Exide also stated that its Form 10-K Annual Report, which will be
filed shortly with the U.S. Securities and Exchange Commission,
will report that the Company has concluded that as a result of its
review of internal controls under Section 404 of the Sarbanes-
Oxley Act as of fiscal year-end that there were two material
weaknesses in the controls relating to the period-end financial
reporting processes and the period-end accounting for income
taxes.

                    Credit Agreement in Default

The going-concern qualification in the Company's audit report will
result in a default under the Company's Credit Agreement.  The
Company is working with the agent for its bank group to obtain a
waiver of this default, but there can be no assurance that it will
be able to obtain the waiver.  The Company will not be able to
make further borrowings under its Credit Agreement until the
waiver is obtained.

                           *     *     *

In Exide Technologies' regulatory filing with the Securities and
Exchange Commission, PricewaterhouseCoopers LLP, the Company's
independent registered public accounting firm, states that Exide
Technologies did not maintain effective internal control over
financial reporting as of March 31, 2005, as the Company did not
maintain effective controls over:

    (i) period-end account reconciliations, reviews and analyses
        and

   (ii) period-end accounting for income taxes,

based on criteria established in the Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission.

PwC points out that the Company's management is responsible for
maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control
over financial reporting.

Because of Exide's inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.

Two material weaknesses have been identified and included in
management's assessment.

1. Ineffective controls over period-end account reconciliations,
    reviews and analyses.

    At March 31, 2005, Exide did not maintain effective controls
    over period-end account reconciliations, reviews and analyses.

    Specifically, Exide's account reconciliations, reviews and
    analyses procedures were ineffective as they relate to:

       (a) independent and timely review of certain account
           reconciliations and analyses, including those over cost
           of sales, inventories, accrued expenses and operating
           expenses;

       (b) review and approval of journal entries; and

       (c) timely business performance reviews of financial
           results.

    These control deficiencies resulted in audit adjustments to
    the accounts in the Company's fiscal 2005 consolidated
    financial statements.

2. Ineffective controls over period-end accounting for income
    taxes.

    At March 31, 2005, Exide did not maintain effective controls
    over the period-end accounting for income taxes.

    Specifically, Exide's processes, procedures and controls
    related to the preparation and review of the quarterly and
    annual tax provisions were not adequate to ensure that the
    deferred tax provision and deferred tax asset and liability
    balances were accurate and determined in accordance with
    generally accepted accounting principles.  This control
    deficiency resulted in audit adjustments to the Company's
    fiscal 2005 consolidated financial statements.

PwC said its opinion regarding the effectiveness of the Company's
internal control over financial reporting does not affect its
opinion on those consolidated financial statements.

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

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

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

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

These ratings were placed on review for possible downgrade:

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

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

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

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

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

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

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

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

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

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

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

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


FLAGSHIP CLO: Moody's Rates $13.2MM Class D Rate Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned ratings to seven Classes of
Notes issued by Flagship CLO IV and brought to market by Banc of
America Securities LLC.

Moody's assigned these ratings to the Notes issued:

   * Aaa to the U.S.$40,400,000 Class A Senior Secured Floating
     Rate Revolving Notes Due 2017;

   * Aaa to the U.S.$269,600,000 Class A Senior Secured Floating
     Rate Funded Notes Due 2017;

   * Aaa to the U.S. $4,000,000 Class X Notes due 2010;

   * A2 to the U.S.$27,900,000 Class B Second Priority Deferrable
     Floating Rate Notes Due 2017;

   * Baa2 to the U.S. $17,900,000 Class C Third Priority
     Deferrable Floating Rate Notes Due 2017; and

   * Ba2 to the U.S. $13,200,000 Class D Fourth Priority
     Deferrable Floating Rate Notes Due 2017.

In addition Moody's assigned Ba1 to the U.S. $24,700,000
Combination Notes Due 2017.

The rating on the Combination Note will not be monitored and will
not be in effect after the closing date.  Proceeds from the
issuance will be used to purchase a diversified pool consisting
primarily of U.S. Dollar denominated loans which will be managed
by Flagship Capital Management, Inc., a wholly owned subsidiary of
Bank of America Corporation.


FRESENIUS AG: Moody's Downgrades EU300 Million Senior Notes to Ba2
------------------------------------------------------------------
Moody's Investors Service lowered ratings of Fresenius AG as a
result of the announced debt-funded acquisition of Renal Care
Group, Inc. by Fresenius' subsidiary, Fresenius Medical Care AG.
This concludes Moody's review initiated on May 4, 2005.

Fresenius is a holding company whose major assets are investments
in group companies and inter-company financing arrangements.  The
group is organized into three business divisions:

   * FME including RCG (71% of FY04 sales);
   * Fresenius Kabi (18% of FY04 sales); and
   * Fresenius ProServe (10% of FY04 sales).

Moody's ratings reflect the high reliance of Fresenius on
distributions from FME, which is its largest subsidiary and
accounted for approximately 73% of FY04 consolidated operating
cash flow.  As a result of its acquisition of RCG, FME's leverage
profile will increase materially, thereby increasing the leverage
profile of Fresenius.  Moody's expects Fresenius' pro forma FY05
lease adjusted leverage to be close to 5.0x compared to 3.7x in
FY04.

Fresenius' ratings continue to be supported by the group's global
scale and strong market shares commanded by each of its operating
subsidiaries and diversification of its revenue streams through
its other two principal subsidiaries, Kabi and ProServe.  Kabi is
the leader in infusion and nutrition therapy in Europe with strong
market positions in certain emerging markets such as China.  Kabi
has delivered solid profitability improvements over the past three
years which provides further support to the Fresenius corporate
family rating.  Moody's expects the relative weighting of Kabi in
Fresenius' portfolio to increase over the medium term.  ProServe
is still transitioning through a turnaround phase, however losses
at the division have been stemmed from a low point in 2003 .

As of March 31, 2005 Fresenius had Euro 2.8 billion of total debt
outstanding, of which approximately Euro 1 billion was located at
the parent company level.  All debt at the parent, including the
rated Euro 300 million senior notes, ranks pari-passu and as a
consequence the senior notes have not been notched down from the
corporate family rating.  The senior notes benefit from senior
unsecured guarantees from Kabi and ProServe but not FME.

The stable outlook incorporates Moody's view that ProServe's
turnaround will continue such that the division's operating cash
flows should strengthen in FY05.  Fresenius is expected to
continue to make bolt-on acquisitions totalling Euro 100 million
to Euro 150 million per annum.

Fresenius' ratings are closely aligned to that of FME and
therefore will be impacted by the progress of the RCG integration
as well as developments at ProServe and Kabi.  Ratings could rise
if lease adjusted leverage falls below 4.0x, adjusted RCF/net
adjusted debt returns to the high teens and ProServe demonstrates
a sustainable cash contribution to the group.

Fresenius' metrics are considered strained for the rating category
but prospectively factor expected de-leveraging.  Ratings could
fall if leverage does not fall to c. 4.5x in FY06 and if adjusted
RCF/net adjusted debt falls below 11% indicating that integration
has not proceeded as planned, heightened pricing pressure across
either of the three divisions or operational performance issues at
Kabi or ProServe.

These ratings have been affected:

   * Corporate family rating (previously called Senior Implied
     Rating) downgraded to Ba2 from Ba1

   * Euro 300 million of senior notes downgraded to Ba2 from Ba1

   * Issuer rating withdrawn

Fresenius AG is a global health care company with products and
services for dialysis (through Fresenius Medical Care),
international healthcare services and facilities management
(Fresenius ProServe) and nutrition and infusion therapies
(Fresenius Kabi).  For the fiscal year ended 31 December 2004,
Fresenius AG generated consolidated sales of Euro 7,271 million.


FRESENIUS AG: $4B Renal Care Buy Cues S&P's to Maintain Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services 'BB+' long-term corporate
credit ratings on the world's leading dialysis services provider,
Germany-based Fresenius Medical Care AG, and its parent, Fresenius
AG, remain on CreditWatch with negative implications, where they
were placed on May 4, 2005, following FME's announcement that it
had agreed to acquire North America's third-largest dialysis
services provider Renal Care Group Inc. (RCG; BB-/Positive/--).

Standard & Poor's plans to lower the corporate credit ratings on
both entities to 'BB' on completion of the $4 billion (including
$500 million of assumed debt) debt-financed acquisition.  The
outlook will be negative.  At the same time, the subordinated debt
rating on the trust preferred securities issued by various FME
subsidiaries will be lowered to 'B+' from 'BB-'.  The acquisition
is likely to be completed during the fourth quarter of 2005 once
approvals have been received from RCG's shareholders and the
antitrust authorities.

"The downgrade will primarily reflect the substantial
deterioration in the group's debt measures on completion of the
acquisition," said Standard & Poor's credit analyst Omar Saeed.

This is despite FME's intention to raise potentially about
EUR300 million ($400 million) of proceeds from a voluntary scheme
under which its preference shareholders are able to convert their
holdings into ordinary shares during the current year.  FME also
anticipates divestitures worth between $200 million and
$250 million, reflecting disposals necessary to satisfy regulatory
authorities and the optimization of its dialysis clinics
portfolio.

Pro forma for the anticipated divestitures and potential share
conversion, Standard & Poor's estimates FME's net debt to EBITDA
adjusted for leases, pensions, and litigation-related-provisions
(after exceptional cash costs) and adjusted funds from operations
(FFO) to net debt at about 4.7x and 13%, respectively, for the 12
months to March 31, 2005.  This reflects a substantial
deterioration from the current 2.9x and 25%. Fresenius' debt
measures are also likely to fall broadly in line with those of
FME.

The negative outlook will reflect both entities' below-par pro
forma debt protection measures for the 'BB' ratings.

"Standard & Poor's notes FME's and Fresenius' unexpected shift to
a significantly more aggressive financial posture, particularly as
the group had been in the process of deleveraging its balance
sheet for the past three to four years," said Mr. Saeed.

"We are therefore concerned that the group might not be able to
sustain the required rapid deleveraging over the next two years if
acquisition spending is significant," he added.  "The 'BB' ratings
could be lowered in the next 12 months if the group fails to
demonstrate the ability to achieve and sustain ratios consistent
with the rating level by year-end 2007."

From a business risk perspective, Standard & Poor's considers the
acquisition as mildly positive in the long run, reflecting the
enlarged group's solidified market position, its ability to
further improve payment terms with private payors, and improved
operating margin.


FRESENIUS MEDICAL: Moody's Cuts Bank Debt to Ba2 & Sub. Debt to B1
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of Fresenius Medical
Care AG as a result of the company's planned debt-funded
acquisition of Renal Care Group.  Concurrently, Moody's assigned a
Ba2 rating to FME's new Euro 5 billion senior credit facility put
in place to finance the transaction.  This concludes the review
initiated on 4 May 2005.

Moody's ratings reflect the agency's assumption that FME's
proposed acquisition of RCG will be completed as expected and
considers the enlarged company's ability to service its
significantly higher debt burden as a result of the transaction as
well as integration risks resulting from the acquisition.

Consideration for RCG is c. US$3.5 billion for the equity plus the
assumption of c. US$500 million of RCG debt, which represents an
acquisition multiple of approximately 12.8x RCG EBITDA of US$312
million.  RCG's debt will be repaid upon transaction close.  FME
is funding the transaction through a new US$5 billion senior
credit facility, and as a result substantially increases its
leverage profile.  

Pro forma for the acquisition, FME's FY05 lease adjusted leverage
is expected to be greater than 5.0x compared with 3.9x as of FY04
and is considered aggressive by Moody's.  However, the Ba2 rating
reflects the agency's expectation that the company's solid cash
flow generation should enable it to de-leverage over the next 12
to 18 months from the FY05 peak to levels more consistent with a
Ba2 rating.

FME's ratings continue to reflect risks from the company's pure-
play focus on the dialysis market albeit ameliorated by:

   * its position as a provider of both products and services;

   * high proportion of Epogen related revenues;

   * the company's exposure to regulatory changes;

   * government investigations; and

   * pricing pressure from governments and healthcare
     organizations worldwide.

FME's Trust Preferred securities and subordinated securities have
been downgraded by two notches from Ba2 to B1 to reflect their
structural subordination in the capital structure and position
relative to the senior credit facility, which has increased from
US$1.2billion to US$5 billion.

Positively, the ratings are supported by:

   * FME's strong cash flow generation underpinned by the
     recurring nature of its revenues;

   * global market leadership;

   * its position as a vertically integrated product and service
     provider;

   * geographic diversification of its revenues; and

   * continued favorable industry growth trends.

Further, the ratings are supported by:

   * the strategic nature of the RCG acquisition;

   * benefits from increased scale; and

   * the assumption that the combination will yield material
     margin uplift over the medium term.

Separately, FME announced the transformation of its corporate
structure from an AG to a Kgaa and converting its preference
shares into ordinary shares.  The conversion of FME's shares into
one class of equity simplifies its equity structure, however, the
fact that through this structure, FME could issue equity in the
future without jeopardizing the ability of Fresenius AG to
consolidate and control FME, signals the potential for future
equity-financed acquisitions.

The stable outlook incorporates Moody's view of the stability of
the dialysis market and favorable demographic demand drivers.
Moody's expects FME to continue to make small, bolt-on
acquisitions in the range of US$100 million to US$150 million in
total per annum over the medium term, but notes that any further
large acquisitions may negatively impact the rating.  Further, the
company, in line with its peers in the ESRD market, remains
exposed to potential government investigations, however, the
stable outlook reflects Moody's view that the company has put
robust compliance policies and procedures in place to safeguard
against potential violations.

Ratings could rise if lease adjusted leverage falls below 4.0x,
adjusted RCF/net adjusted debt returns to pre-transaction levels
of more than 17% and the acquisition demonstrates material uplift
to FME's operating margins beyond its standalone FY04 EBIT margin
of 13.7%.

The Ba2 rating is based on the premise that leverage will fall
from the peak in FY05.  However, ratings could fall should
leverage not fall to c. 4.5x by the end of FY06 and if adjusted
RCF/net adjusted debt falls below 11% indicating that integration
has not proceeded as planned or the impact of heightened pricing
pressure.

The ratings of RCG remain under review until the acquisition by
FME is completed and RCG's debt is repaid, at which time RCG's
standalone ratings will be withdrawn.

Completion of the acquisition will be subject to RCG's
shareholders' approval and expiration of the waiting period under
the Hart-Scott Rodino Antitrust Improvements Act.  Completion of
the preference share conversion and legal transformation will
require FME board approval later this year.

Fresenius Medical Care AG:

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

   * US$5 billion senior credit facilities rated Ba2

   * Issuer rating withdrawn

FMC Trust Finance Sarl:

   * US$225 million senior subordinated notes due 2011 downgraded
     to B1 from Ba2

   * US$450 million subordinated notes due 2008 downgraded to B1
     from Ba2

Fresenius Medical Care Capital Trust II:

   * US$450 million Trust Preferred Securities due 2008 downgraded
     to B1 from Ba2

   * Fresenius Medical Care Capital Trust III:

   * DM 300 million Trust Preferred Securities due 2008 downgraded
     to B1 from Ba2

Fresenius Medical Care Capital Trust IV:

   * US$ 225 million Trust Preferred Securities due 2011
     downgraded to B1 from Ba2

Fresenius Medical Care Capital Trust V:

   * Euro 300 million Trust Preferred Securities due 2011
     downgraded to B1 from Ba2

Please also see Moody's related press release on Fresenius AG
dated 30 June 2005.

Fresenius Medical Care AG is the world's leading provider of
dialysis products and services.  For the fiscal year ended 31
December 2004, Fresenius Medical Care AG generated net revenues of
US$ 6,228 million.

Renal Care Group, Inc. is a specialized dialysis services company
that provides care to patients with kidney disease.  Renal Care
Group serves over 30,400 patients at more than 425 owned
outpatient dialysis facilities, in addition to providing acute
dialysis services at more than 210 hospitals.  Renal Care Group
reported revenues of approximately $1.3 billion for the year ended
December 31, 2004


GENERAL ELECTRIC: Moody's Rates $17.83MM Class D Certs. at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned ratings of Aaa to Class A-1, A-
2, A-3, and Class IO certificates, A2 to Class B certificates,
Baa2 to Class C certificates, and Ba2 to Class D certificates
issued in a business loan securitization sponsored by General
Electric Capital Corporation.  This is GECC's fifth term
securitization of business loans.  The complete rating actions
are:

Issuer: GE Business Loan Trust 2005-1

Business Loan Pass-Through Certificates, Series 2005-1

   * Class IO Certificates, rated Aaa;
   * $178,936,000 Class A-1 Certificates, rated Aaa;
   * $100,000,000 Class A-2 Certificates, rated Aaa;
   * $348,575,863 Class A-3 Certificates, rated Aaa;
   * $49,915,716 Class B Certificates, rated A2;
   * $17,827,042 Class C Certificates, rated Baa2;
   * $17,827,042 Class D Certificates, rated Ba2.

The ratings of the class A-1, A-2, A-3, B, C, and D certificates
are based on:

   * the quality of the collateral, which consists of loans
     secured by first liens on commercial real estate with an
     average LTV of 71.7%, subordination protecting the Class A, B
     and C certificates, which totals 12%, 5% and 2.5% protection,
     respectively;

   * approximately 1.8% excess spread per year available to absorb
     losses; and

   * the experience of GECC as servicer.

In addition to the above factors, the rating of the IO
certificates, which promise a fixed dollar amount per month for
four years after deal closing, is based on the substantial cash
flow available to make payments and the placement of payments to
the IO class at the top of the payment priority, pro-rata with
Class A interest.  Approximately 69% of the loan pool was
originated by General Electric Commercial Finance Business
Property Corporation and 31% from General Electric Capital
Corporation, through its small business finance lending division.
BPF provides middle-market U.S. public and private companies
business loans that are secured by single-tenant or owner-occupied
commercial real estate.  SBF is a provider of small business
commercial real estate loans primarily through the SBA 504 and
"piggyback" lending programs.

The loan pool consists of 354 loans with an average principal
balance of $2 million and a maximum loan size of $12.25 million.
The weighted average seasoning of the pool is 6 months, with a
weighted average original term of 177 months.  Approximately 57%
of the loan pool is comprised of balloon loans, with the remainder
fully-amortizing.  The average LTV at maturity for the balloon
loans is 56.9%.  Single-tenant properties represent 50% of the
pool by principal balance with the remainder consisting of owner-
occupied loans.

The loan pool is reasonably diversified from industry and
geographic perspectives; loans are spread out over 146 different
SIC Codes with the hotel sector comprising 10.1% of the pool by
principal balance, followed by grocery stores, 4.8%, and offices
of clinics of doctors of medicine, 4.8%.  California comprises
16.5% of the pool by principal balance, followed by Texas, 10%,
Florida, 7.7%, and Washington, 5.5%.

With $567 billion in assets as of December 31, 2004, GECC (Aaa,
P-1) is the largest diversified, non-captive finance company in
the U.S.

The certificates were sold in privately negotiated transactions
without registration under the Securities Act of 1933.  The
issuance has been designed to permit resale under Rule 144A.


GRANITE VENTURES: Moody's Rates $9.5MM Class D Sub. Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service issued these ratings to the notes issued
by Granite Ventures I Ltd.:

   * Aaa to the U.S. $273,000,000 Class A-1 Floating Rate Senior
     Notes Due 2015;

   * Aa2 to the U.S. $22,000,000 Class A-2 Floating Rate Senior
     Notes Due 2015;

   * A2 to the U.S. $15,000,000 Class B Deferrable Floating Rate
     Senior Subordinate Notes Due 2015;

   * Baa2 to the U.S. $12,000,000 Class C Deferrable Floating Rate
     Subordinate Notes Due 2015; and

   * Ba2 to the U.S. $9,500,000 Class D Deferrable Floating Rate
     Subordinate Notes Due 2015.

According to Moody's, the ratings assigned to the notes address
the ultimate cash receipt of all interest and principal payments
required by the notes' governing documents, and are based on the
expected loss posed to holders of the notes relative to the
promise of receiving the present value of such payments.  The
ratings are also based upon the transaction's legal structure, the
characteristics of the collateral pool, which consists primarily
of high yield loans, and the experience of the Collateral Advisor
-- Stone Tower Debt Advisors, LLC.


GREYHOUND LINES: Effects Covenant Defeasance on 11.5% Senior Notes
------------------------------------------------------------------
Greyhound Lines, Inc., a wholly owned subsidiary of Laidlaw
International, Inc. (NYSE: LI) deposited funds in the amount of
$155,079,166.67 with JPMorgan Trust Company, N.A., as Trustee
under the indenture for its 11.5% senior notes due 2007 to effect
a covenant defeasance, which will remove substantially all of the
restrictive covenants on the notes.  The covenant defeasance was
commenced in conjunction with Laidlaw International's
comprehensive plan to recapitalize its balance sheet.

The Company's 11.5% Senior Notes due 2007 bear interest at the
rate of 11.5% per annum, payable each April 15 and October 15.  
The 11.5% Senior Notes are redeemable at the option of the Company
in whole or in part, at a redemption price of 101.917% until
April 15, 2005 at which time they are redeemable at their $150
million par value, plus accrued but unpaid interest.  The 11.5%
Senior Note indenture contains certain covenants that, among other
things, limit the ability of the Company to incur additional
indebtedness, pay dividends or make other distributions,
repurchase equity interests or subordinated indebtedness, create
certain liens, sell assets or enter into certain mergers or
consolidations.  As of Dec. 31, 2004, the Company was in
compliance with all such covenants.

Greyhound Lines, Inc. -- http://www.greyhound.com/and  
http://www.greyhound.ca/-- is the largest North American provider  
of intercity bus transportation, providing 19,000 daily departures
across the continent.  The company also provides Greyhound
PackageXpress in the United States and Greyhound Courier Service
in Canada, as well as Greyhound Travel Services including:
vacation packages, charters, sightseeing and shore services.

                         *     *     *

As reported in the Troubled Company Reporter on June 3, 2005,
Standard & Poor's Ratings Services placed its ratings on Greyhound
Lines Inc., including the 'CCC+' corporate credit rating, on
CreditWatch with positive implications.  The rating action follows
Standard & Poor's review of the ratings on Laidlaw International
Inc., Greyhound's parent company, and reflects the likelihood of
rating actions on Greyhound upon completion of refinancing
activities currently under way at Laidlaw.

Laidlaw has launched a tender offer for publicly rated debt at
Greyhound.  If the debt tender is successfully completed,
Greyhound ratings are likely to be withdrawn.  If debt remains
outstanding at Greyhound, Standard & Poor's will reassess its
ratings on Greyhound in light of the proposed easing of
restrictions on Laidlaw's ability to financially support
Greyhound.  In that event, ratings would likely be raised.

"Ratings reflect Greyhound's very weak financial profile and
vulnerability to competitive pressures," said Standard & Poor's
credit analyst Lisa Jenkins.  Greyhound, the nation's largest
intercity bus company, provides service to more than 2,200
destinations, with a fleet of approximately 2,700 buses.  It faces
intense competition from airlines offering low fares, automobile
travel and, in certain markets, trains and lower-cost regional bus
lines.  Management acknowledges the need to improve the financial
performance of the company and has undertaken a number of
initiatives to achieve better results.  These restructuring
efforts should lead to higher margins and a better return on
assets.  However, the magnitude of the improvement may be
constrained by continuing challenging industry conditions,
continuing high fuel prices, and capital requirements.


HOLMES GROUP: $625MM Jarden Deal Prompts S&P's Positive Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on Rye, New York-based
Jarden Corp.  The affirmation follows Jarden's announcement that
it has signed a definitive agreement to acquire small appliance
manufacturer and marketer The Holmes Group for $625 million, or
about 6.5x EBITDA.

At the same time, Standard & Poor's assigned its 'B+' rating to
Jarden's proposed $350 million tack-on term loan facility, with a
'3' recovery rating, indicating that the asset values provide
lenders with the expectation of meaningful recovery of principal
(50%-80%) in a payment default scenario.

The outlook is stable.

Standard & Poor's has also placed its 'B' corporate credit rating
and other ratings on The Holmes Group on CreditWatch with positive
implications.

Pro forma for the transaction, about $1.5 billion in total debt
will be outstanding.

"The ratings on Jarden reflect the highly competitive and
challenging operating environment in the company's Consumer
Solutions segment and low barriers to entry with limited growth
potential in several of the firm's product lines. The ratings also
reflect the company's aggressive acquisition orientation and its
high debt leverage," said Standard & Poor's credit analyst Martin
S. Kounitz.


HOLMES GROUP: Moody's Affirms Corporate Family Rating at B1
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Jarden
Corporation and The Holmes Group following the announcement of the
proposed acquisition of The Holmes Group by Jarden Corporation.  
At the same time, Moody's assigned a (P)B1 rating to Jarden's
proposed $350 million tack-on to its senior secured term loan
which will partially fund the acquisition.

The rating affirmation of Jarden reflects:

   * the company's moderate operating margins,
   * niche brands, and
   * moderate leverage.

The ratings are constrained by:

   * potential integration risk that has resulted from the
     company's recent large acquisitions;

   * limited opportunities for organic growth;

   * the increasing exposure to the highly competitive home
     appliance sector; and

   * the possibility of additional debt financed acquisitions.

The rating affirmation of The Holmes Group reflect:

   * its portfolio of stable and diverse products for the home;

   * the company's well known brand names;

   * the leading market positions for many of the products it
     sells;

   * its well established relationships with growing mass
     retailers;

   * the stability of its operating margin; and

   * the moderate decline in its leverage since the May 2004 recap
     and special dividend.

On June 28, 2005, Jarden signed a definitive agreement to acquire
The Holmes Group for a total acquisition price of approximately
$625 million.  The Holmes Group is a manufacturer and marketer of
small home appliances.  Its major brands include Rival, Crock Pot,
Bionaire, Holmes, Seal-a-Meal, and Family Care.  The acquisition
will be funded by the proposed term loan together with cash on
hand and roughly $200 million of common equity and is expected to
close during July 2005.  The ratings of The Holmes Group will be
withdrawn if the acquisition closes under its current terms.

Jarden is a holding company whose subsidiaries operate primarily
in the consumer non-durable and appliance sectors.  Key
subsidiaries include:

   * the United States Playing Card Company, American Household,
     Inc., the maker of:

     -- Sunbeam and Mr. Coffee appliances, and
     -- Coleman branded camping equipment; and

   * Tilia, the maker of the FoodSaver food preservation system.

Jarden has grown rapidly as it pursues a strategy of acquiring
consumer products companies with niche products that have a
dominant market share.

Jarden's ratings are supported by moderate operating margins which
are expected to approximate 10% or more going forward, the
strength and diversification of Jarden's brands, and the
relatively moderate leverage levels.  

The ratings are constrained by:

   * the considerable integration risk associated with the
     acquisition of The Holmes Group and purchase of AHI (in
     January 2005);

   * the possibility of additional acquisitions that could limit
     the opportunity to delever;

   * the intense competition in the home appliance sector; and

   * limited organic growth in the company's existing products.

Following the transaction, the company anticipates pro forma
leverage (debt/EBITDA), to be approximately 3.5x.  Moody's expects
pro forma adjusted leverage (adjusted debt/EBITDAR), including
only realized synergies from the AHI acquisition and other
analytical adjustments, to be around 3.9x in 2005 and interest
coverage (EBITDA/cash interest) of 4.9x in 2005.  Debt is adjusted
to capitalize operating leases and for the underfunded portion of
the company's pension plan.

The negative outlook reflects the significant integration risk
associated with recent acquisitions within a relatively short
period of time and Moody's belief that Jarden will continue to
pursue acquisitions and possibly not delever as quickly as
expected.

Upward ratings pressure could occur upon evidence of successful
integrations of both AHI's and Holmes' operations with operating
margins remaining above 10% and interest coverage maintained at or
close to its current levels.  Negative rating action could ensue
if Jarden engages in additional material leveraged transactions or
encounters integration problems that preclude the realization of
synergies and impair its operating and credit metrics.

The new proposed $350 million tack term loan matures in 2012 and
is guaranteed by all subsidiaries and secured on a first lien
basis by all of the assets and capital stock of Jarden and its
subsidiaries (65% of the capital stock of foreign subsidiaries).
The senior secured credit facility, following amendments to its
terms, will retain certain financial covenants including total
leverage, maximum senior leverage, maximum capex, and minimum
fixed charge coverage, for which Moody's projects continued
compliance.

These rating was assigned for Jarden:

   * $350 million guaranteed senior secured proposed tack-on term
     loan of (P) B1,

These ratings were affirmed:

Jarden:

   * Corporate family rating (formerly senior implied) at B1;

   * Guaranteed senior secured term loan at B1;

   * $200.0 million guaranteed senior secured revolving credit
     facility at B1;

   * $179.9 million senior secured subordinated notes at B1;

   * Long term issuer rating at B2,

The Holmes Group:

   * Corporate family rating (formerly senior implied) at B1;
   * Senior secured bank credit facility at B1;
   * Long term issuer rating at B3,

Headquartered in Rye, New York, Jarden Corporation is a global
provider of market branded consumer products used in and around
the home marketed under well-known brands including:

   * Ball(R) Bee(R),
   * Bicycle(R),
   * Campingaz(R),
   * Coleman(R),
   * Crawford(R),
   * Diamond(R),
   * First Alert(R),
   * FoodSaver(R),
   * Forster(R),
   * Health o meter(R),
   * Hoyle(R),
   * Kerr(R),
   * Lehigh(R),
   * Leslie-Locke(R),
   * Loew-Cornell(R),
   * Mr. Coffee(R),
   * Oster(R),
   * Sunbeam(R), and
   * VillaWare(R).

Jarden operates through four business segments:

   * Branded Consumables,
   * Consumer Solutions,
   * Outdoor Solutions, and
   * Other.

The Holmes Group, with headquarters in Milford, MA, is a
manufacturer and marketing company of branded consumer products.
The Holmes Group reported sales of approximately $700 million for
the LTM ended March 2005.


ISECURETRAC CORP: Closes $11 Million Mykonos Financing
------------------------------------------------------
iSECUREtrac(tm) Corp. (OTCBB:ISRE) received $11 million in funding
from Mykonos 6420 LP, an affiliate of Sponsor Investments, LLC of
Dallas, Texas on June 27, 2005.  The Company issued 1,000,000
shares of its newly created Series C 8% Cumulative, Compounding
Exchangeable Preferred Stock plus warrants to acquire 32,342,315
shares of the Company's common stock at exercise prices ranging
from $0.23 to $1.65 per share.  

Each share of Preferred Stock is exchangeable for approximately
47.8 shares of the Company's common stock plus a warrant to
purchase approximately 62.9 shares of common stock at $0.23 per
share.  If Mykonos exchanges its Preferred Stock for shares of the
Company's common stock and exercises all of its warrants to
purchase shares of the Company's common stock, Mykonos would own
approximately 57% of the issued and outstanding shares of the
Company's common stock.

The total purchase price paid by Mykonos for the Preferred Stock
and the warrants was $11,000,000, which was paid in cash, less
$90,000 retained by Mykonos as reimbursement of expenses incurred
by it in connection with the transaction.  In addition,
approximately $1.75 million of the purchase price was paid at
closing to Opus 5949 LLC, an affiliate of Mykonos, in repayment of
three short-term loans made by Opus to the Company, and $654,000
was paid in connection with previously announced debt retirements.

                         Board Changes

In connection with the financing, long-time directors Ronald
Muhlbauer, Robert Badding and Martin Halbur resigned from the
Company's Board of Directors and four new directors nominated by
Mykonos were appointed to the Board.

The new directors are:

    * Robert W. Korba,
    * Joseph A. Ethridge,
    * Bruce Leadbetter, and
    * Goh Yong Siang,

all of whom are executive officers of companies affiliated with
Mykonos.

"This investment further enhances our ability to win large GPS
monitoring contract opportunities that are developing throughout
the United States and the world," said Tom Wharton, CEO of
iSECUREtrac.

"With this investment we have completed the fourth and final phase
of the restructuring plan that we adopted in 2004.  We have now
eliminated all but a small amount of non-lease debt obligations
while supplying the Company with the capital it needs to maintain
its leadership position in offender monitoring," said David Vana,
CFO of iSECUREtrac.  "This investment establishes a solid
financial foundation for us to pursue additional business
opportunities that were not previously available to us."

iSECUREtrac Corp. -- http://www.isecuretrac.com/-- is a  
technology and information services company providing advanced GPS
tracking solutions for the remote tracking and monitoring of
individuals, including real time data collection, secure remote
reporting, data mapping and warehousing, and event correlation
systems.  iSECUREtrac is currently focused in the area of Law
Enforcement, Corrections, and Homeland Security for monitoring
offenders in community release programs, such as sex offenders and
other persons requiring community supervision. iSECUREtrac's GPS
monitoring systems are designed to improve public safety, enhance
the management of monitoring information, provide the fastest
analysis and response, and reduce the financial cost of
incarceration.

At Mar. 31, 2005, iSECUREtrac Corp.'s balance sheet showed a
$2,973,593 stockholders' deficit, compared to a $2,228,350 deficit
at Dec. 31, 2004.


ISECURETRAC CORP: Retires $4.2 Million of Long-Term Notes Payable
-----------------------------------------------------------------
iSECUREtrac(tm) Corp. (OTCBB:ISRE) retired $4.2 million of long-
term notes payable.  The Company prepaid the notes with $600,000
in cash and the balance in common stock at $0.23 per share.  These
retirements will reduce quarterly debt service by $240,000.

"These latest transactions mark the completion of our debt
restructuring," said David Vana, CFO of iSECUREtrac.  "In the last
nine months, we have retired over $7 million of debt, reducing our
non-lease notes payable to $736,000.  Not only has our balance
sheet been significantly strengthened, our monthly cash flow is
markedly improved."

iSECUREtrac Corp. -- http://www.isecuretrac.com/-- is a  
technology and information services company providing advanced GPS
tracking solutions for the remote tracking and monitoring of
individuals, including real time data collection, secure remote
reporting, data mapping and warehousing, and event correlation
systems.  iSECUREtrac is currently focused in the area of Law
Enforcement, Corrections, and Homeland Security for monitoring
offenders in community release programs, such as sex offenders and
other persons requiring community supervision. iSECUREtrac's GPS
monitoring systems are designed to improve public safety, enhance
the management of monitoring information, provide the fastest
analysis and response, and reduce the financial cost of
incarceration.

At Mar. 31, 2005, iSECUREtrac Corp.'s balance sheet showed a
$2,973,593 stockholders' deficit, compared to a $2,228,350 deficit
at Dec. 31, 2004.


J.P. MORGAN: Moody's Junks $20.8M Class J Pass-Through Certs.  
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the rating of one class and affirmed the ratings of
seven classes of J.P. Morgan Commercial Mortgage Finance Corp.,
Mortgage Pass-Through Certificates, Series 1999-C8 as:

   -- Class A1, $55,078,434, Fixed, affirmed at Aaa
   -- Class A2, $357,019,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $36,575,000, WAC, upgraded to Aaa from Aa2
   -- Class C, $32,918,000, WAC, upgraded to A1 from A2
   -- Class D, $14,630,000, WAC, upgraded to A2 from A3
   -- Class E, $25,603,000, WAC, affirmed at Baa2
   -- Class F, $10,972,000, WAC, affirmed at Baa3
   -- Class G, $16,459,000, Fixed, affirmed at Ba3
   -- Class H, $20,116,000, Fixed, affirmed at B3
   -- Class J, $20,803,000, Fixed, downgraded to C from Ca

As of the June 15, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 19.3% to $590.2
million from $731.5 million at securitization.  The Certificates
are collateralized by 110 mortgage loans.  The loans range in size
from less than 1.0% to 9.2% of the pool, with the top ten loans
representing 36.9% of the pool.  

Three loans, representing 12.7% of the pool, have defeased and
have been replaced with U.S. Government securities.  The defeased
loans include two of the top ten loans:

   -- Mills Corp Pool I ($54.5 million - 9.2%); and
   -- Northfield Office Park I & II ($16.5 million - 2.8%).

Four loans, including the pool's second largest loan, Ridgewood
County Club Apartments (discussed below), are in special
servicing.  These loans represent 6.8% of the pool.  Moody's has
estimated aggregate losses of approximately $7.9 million for all
of the specially serviced loans.  Six loans have been liquidated,
resulting in realized losses of approximately $25.0 million.
Twenty-one loans, representing 17.2% of the pool, are on the
master servicer's watchlist.

Moody's was provided with partial or full year 2004 operating
results for 90.2% of the performing loans.  Moody's loan to value
ratio is 87.8%, compared to 89.7% at Moody's last full review in
March 2004 and compared to 87.5% at securitization.  The upgrade
of Classes B, C and D is due primarily to a high percentage of
defeased loans and increased subordination levels.  The downgrade
of Class J is due to realized and anticipated losses from the
specially serviced loans and interest shortfalls.

Based on Moody's analysis, 11.4% of the pool has a LTV greater
than 100.0%, compared to 19.5% at last review and compared to 3.4%
at securitization.  Based on the most recent distribution
statement, accrued but unpaid interest for Class J totals
approximately $66,000.

The three largest loans represent 12.1% of the outstanding pool
balance.  The largest loan is the Ridgewood County Club Apartments
Loan ($28.7 million - 4.9%), which is secured by a 35-year old,
862-unit multifamily property located in suburban Madison,
Wisconsin.  The loan was transferred to special servicing in
January 2005 due to imminent payment default.  The property has
numerous life safety issues and occupancy has declined to 65.0%
from 76.6% at Moody's last review.  The special servicer has
engaged a receiver that is making progress on resolving various
property issues.  A loan sale agreement has been executed with the
borrower and the sale is expected to close within the next several
months.  The special servicer anticipates only a nominal loss if
the sale is consummated.  Moody's LTV is in excess of 100.0%, the
same as at Moody's last review.

The second largest loan is the Woodfield Gardens Apartments Loan
($22.8 million - 3.9%), which is secured by a 38-year old, 692-
unit apartment complex located in suburban Chicago, Illinois.
Moody's LTV is 95.9%, compared to 99.1% at Moody's last review.

The third largest loan is the Madison Concourse Hotel Loan ($19.6
million - 3.3%), which is secured by a 356-room full service hotel
located in Madison, Wisconsin.  Occupancy and RevPAR for calendar
year 2004 are 64.4% and $65.46 respectively, compared to 66.9% and
$74.30 at Moody's last review.  Moody's LTV is 86.3%, compared to
89.3% at Moody's last review.

The pool's collateral is a mix of:

   * office and mixed use (26.0%),
   * multifamily (25.7%),
   * retail (14.0%),
   * U.S. Government securities (12.7%),
   * lodging (9.8%),
   * industrial and self storage (6.1%), and
   * healthcare (5.7%).

The collateral properties are located in 26 states and Ontario,
Canada.  The highest state concentrations are:

   * California (12.8%),
   * Florida (12.6%),
   * Wisconsin (12.3%),
   * Washington (7.7%), and
   * Illinois (7.1%).

All of the loans are fixed rate.


J/Z CBO: Credit Enhancement Prompts S&P's Positive Watch
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A, B, and C notes issued by J/Z CBO (Delaware) LLC, an arbitrage
CBO transaction managed by Babson Capital Management LLC, on
CreditWatch with positive implications.

The CreditWatch placements reflect factors that have positively
affected the level of credit enhancement available to support the
notes since the last rating action was taken in October 2004.  On
the May 2005 payment date, the transaction paid down the class A
notes by $10 million, improving the overcollateralization ratios
for all of the classes in the transaction.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for J/Z CBO (Delaware) LLC to determine the
level of future defaults the rated class can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes.
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.
   
                Ratings Placed On Creditwatch Positive
   
                          J/Z CBO (Delaware) LLC

                              Rating
                              ------
                 Class  To              From       Balance
                 -----  --              ----       -------
                 A      AA-/Watch Pos   AA-    $55,210,000
                 B      B+/Watch Pos    B+     $23,970,000
                 C      CC/Watch Pos    CC     $26,060,000


JARDEN CORP: Moody's Rates Proposed $350M Loan Tack-On at B1
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Jarden
Corporation and The Holmes Group following the announcement of the
proposed acquisition of The Holmes Group by Jarden Corporation.  
At the same time, Moody's assigned a (P)B1 rating to Jarden's
proposed $350 million tack-on to its senior secured term loan
which will partially fund the acquisition.

The rating affirmation of Jarden reflects:

   * the company's moderate operating margins,
   * niche brands, and
   * moderate leverage.

The ratings are constrained by:

   * potential integration risk that has resulted from the
     company's recent large acquisitions;

   * limited opportunities for organic growth;

   * the increasing exposure to the highly competitive home
     appliance sector; and

   * the possibility of additional debt financed acquisitions.

The rating affirmation of The Holmes Group reflect:

   * its portfolio of stable and diverse products for the home;

   * the company's well known brand names;

   * the leading market positions for many of the products it
     sells;

   * its well established relationships with growing mass
     retailers;

   * the stability of its operating margin; and

   * the moderate decline in its leverage since the May 2004 recap
     and special dividend.

On June 28, 2005, Jarden signed a definitive agreement to acquire
The Holmes Group for a total acquisition price of approximately
$625 million.  The Holmes Group is a manufacturer and marketer of
small home appliances.  Its major brands include Rival, Crock Pot,
Bionaire, Holmes, Seal-a-Meal, and Family Care.  The acquisition
will be funded by the proposed term loan together with cash on
hand and roughly $200 million of common equity and is expected to
close during July 2005.  The ratings of The Holmes Group will be
withdrawn if the acquisition closes under its current terms.

Jarden is a holding company whose subsidiaries operate primarily
in the consumer non-durable and appliance sectors.  Key
subsidiaries include:

   * the United States Playing Card Company, American Household,
     Inc., the maker of:

     -- Sunbeam and Mr. Coffee appliances, and
     -- Coleman branded camping equipment; and

   * Tilia, the maker of the FoodSaver food preservation system.

Jarden has grown rapidly as it pursues a strategy of acquiring
consumer products companies with niche products that have a
dominant market share.

Jarden's ratings are supported by moderate operating margins which
are expected to approximate 10% or more going forward, the
strength and diversification of Jarden's brands, and the
relatively moderate leverage levels.  

The ratings are constrained by:

   * the considerable integration risk associated with the
     acquisition of The Holmes Group and purchase of AHI (in
     January 2005);

   * the possibility of additional acquisitions that could limit
     the opportunity to delever;

   * the intense competition in the home appliance sector; and

   * limited organic growth in the company's existing products.

Following the transaction, the company anticipates pro forma
leverage (debt/EBITDA), to be approximately 3.5x.  Moody's expects
pro forma adjusted leverage (adjusted debt/EBITDAR), including
only realized synergies from the AHI acquisition and other
analytical adjustments, to be around 3.9x in 2005 and interest
coverage (EBITDA/cash interest) of 4.9x in 2005.  Debt is adjusted
to capitalize operating leases and for the underfunded portion of
the company's pension plan.

The negative outlook reflects the significant integration risk
associated with recent acquisitions within a relatively short
period of time and Moody's belief that Jarden will continue to
pursue acquisitions and possibly not delever as quickly as
expected.

Upward ratings pressure could occur upon evidence of successful
integrations of both AHI's and Holmes' operations with operating
margins remaining above 10% and interest coverage maintained at or
close to its current levels.  Negative rating action could ensue
if Jarden engages in additional material leveraged transactions or
encounters integration problems that preclude the realization of
synergies and impair its operating and credit metrics.

The new proposed $350 million tack term loan matures in 2012 and
is guaranteed by all subsidiaries and secured on a first lien
basis by all of the assets and capital stock of Jarden and its
subsidiaries (65% of the capital stock of foreign subsidiaries).
The senior secured credit facility, following amendments to its
terms, will retain certain financial covenants including total
leverage, maximum senior leverage, maximum capex, and minimum
fixed charge coverage, for which Moody's projects continued
compliance.

These rating was assigned for Jarden:

   * $350 million guaranteed senior secured proposed tack-on term
     loan of (P) B1,

These ratings were affirmed:

Jarden:

   * Corporate family rating (formerly senior implied) at B1;

   * Guaranteed senior secured term loan at B1;

   * $200.0 million guaranteed senior secured revolving credit
     facility at B1;

   * $179.9 million senior secured subordinated notes at B1;

   * Long term issuer rating at B2,

The Holmes Group:

   * Corporate family rating (formerly senior implied) at B1;
   * Senior secured bank credit facility at B1;
   * Long term issuer rating at B3,

Headquartered in Rye, New York, Jarden Corporation is a global
provider of market branded consumer products used in and around
the home marketed under well-known brands including:

   * Ball(R) Bee(R),
   * Bicycle(R),
   * Campingaz(R),
   * Coleman(R),
   * Crawford(R),
   * Diamond(R),
   * First Alert(R),
   * FoodSaver(R),
   * Forster(R),
   * Health o meter(R),
   * Hoyle(R),
   * Kerr(R),
   * Lehigh(R),
   * Leslie-Locke(R),
   * Loew-Cornell(R),
   * Mr. Coffee(R),
   * Oster(R),
   * Sunbeam(R), and
   * VillaWare(R).

Jarden operates through four business segments:

   * Branded Consumables,
   * Consumer Solutions,
   * Outdoor Solutions, and
   * Other.

The Holmes Group, with headquarters in Milford, MA, is a
manufacturer and marketing company of branded consumer products.
The Holmes Group reported sales of approximately $700 million for
the LTM ended March 2005.


JARDEN CORP: S&P Rates Proposed $350 Million Bank Loan at B+
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on Rye, New York-based
Jarden Corp.  The affirmation follows Jarden's announcement that
it has signed a definitive agreement to acquire small appliance
manufacturer and marketer The Holmes Group for $625 million, or
about 6.5x EBITDA.

At the same time, Standard & Poor's assigned its 'B+' rating to
Jarden's proposed $350 million tack-on term loan facility, with a
'3' recovery rating, indicating that the asset values provide
lenders with the expectation of meaningful recovery of principal
(50%-80%) in a payment default scenario.

The outlook is stable.

Standard & Poor's has also placed its 'B' corporate credit rating
and other ratings on The Holmes Group on CreditWatch with positive
implications.

Pro forma for the transaction, about $1.5 billion in total debt
will be outstanding.

"The ratings on Jarden reflect the highly competitive and
challenging operating environment in the company's Consumer
Solutions segment and low barriers to entry with limited growth
potential in several of the firm's product lines. The ratings also
reflect the company's aggressive acquisition orientation and its
high debt leverage," said Standard & Poor's credit analyst Martin
S. Kounitz.


JERNBERG INDUSTRIES: Taps Jenner & Block as Lead Bankr. Counsel
---------------------------------------------------------------          
Jernberg Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois for
permission to employ Jenner & Block LLP as their general
bankruptcy counsel.

Jenner & Block is expected to:

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

   b) prepare, on behalf of the Debtors, all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration of the bankruptcy estates
      or as required by the Court or as necessary pursuant to the
      Bankruptcy Code, the Bankruptcy Rules and the Local
      Bankruptcy Rules;

   c) assist, advise and represent the Debtors concerning the
      confirmation of any proposed plan of reorganization and
      solicitation of any acceptances or responding to rejections
      of that plan;

   d) provide assistance, advice and representation concerning the
      possible sale of the Debtors' assets, and in the further
      investigation of the assets, liabilities and financial
      condition of the Debtors that may be required under local,
      state or federal law

   e) provide counseling and representation with respect to
      the assumption or rejection of executory contracts and
      leases, sales of assets and other bankruptcy-related matters
      arising from these cases;

   f) render legal advice with respect to general labor, corporate
      and litigation issues relating to the Debtors' chapter 11
      cases, including collective bargaining, securities,
      corporate finance, tax, real estate, environmental,
      employee benefits, state regulatory and commercial matters;
      and

   g) perform all other legal services to the Debtors that are
      necessary and appropriate for the efficient and economical
      administration of the Debtors' chapter 11 cases.

Mark K. Thomas, Esq., a Partner at Jenner & Block, is one of the
lead attorneys for the Debtors.  Mr. Thomas discloses that the
Firm received a $480,000 retainer.  Mr. Thomas charges $625 per
hour for his services.  

Mr. Thomas reports Jenner & Block's professionals bill:

    Professional            Designation   Hourly Rate
    ------------            -----------   -----------
    Michael S. Terrien      Partner          $495
    Jerry L. Switzer, Jr.   Partner          $465
    Brian I. Swett          Partner          $475
    Edward J. Neveril       Partner          $425
    Elizabeth A. Davidson   Partner          $410
    Michael C. Rupe         Partner          $410
    Peter J. Young          Associate        $275
    David M. Kavanaugh      Associate        $215
    Andrew J. Olejnik       Associate        $215
    Michael H. Matlock      Paralegal        $210

    Designation           Hourly Rate
    -----------           -----------
    Partners              $410 - $750
    Associates            $215 - $390
    Paralegals            $150 - $210
    Project Assistants       $110

Jenner & Block assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Chicago, Illinois, Jernberg Industries, Inc., --
http://www.jernberg.com/-- is a press forging company that  
manufactures formed and machined products.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 29, 2005
(Bankr. N.D. Ill. Case No. 05-25909).  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of $10 million to $50 million.


JERNBERG INDUSTRIES: Taps Carson Fischer as Local Counsel
---------------------------------------------------------          
Jernberg Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois for
permission to employ Carson Fischer, P.L.C., as their local
bankruptcy counsel.

Carson Fischer will:

   a) advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their business and property;

   b) advise the Debtors regarding matters related to their
      customers, including issues concerning possible customer
      accommodations to the Debtors, possible access and security
      issues, potential resourcing issues and all other customer
      matters and negotiate and deal with the Debtors' customers
      regarding those same issues;

   d) advise the Debtors regarding their various relationships
      with vendors, existing supply contracts, continuity of
      supply issues and related matters, and negotiate and
      deal with vendors regarding those same issues;

   e) advise the Debtors on matters relating to the evaluation of
      the assumption, rejection or assignment of unexpired leases
      and executory contracts;

   f) take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against the
      Debtors and representing the Debtors' interests in
      Negotiations concerning all litigation in which the Debtors
      are involved, including objections to claims filed against
      the estates;

   g) prepare, on the Debtors' behalf, all motions, applications,
      answers, orders, reports, and papers necessary to the
      administration of the Debtors' estates;

   h) take any necessary action on behalf of the Debtors to obtain
      confirmation of a plan of reorganization, represent the
      Debtors in connection with obtaining post-petition loans,
      and advise the Debtors in connection with any potential sale
      of assets; and

   i) perform all other necessary legal services and advice to the
      Debtors in connection with their chapter 11 cases.

Joseph M. Fischer, Esq., at Partner at Carson Fischer, discloses
that the Firm received a $100,000 retainer.  Mr. Fischer charges
$595 per hour for his services.

Mr. Fischer reports Carson Fischer's professionals bill:

      Professional             Designation    Hourly Rate
      ------------             -----------    -----------
      Robert A. Weisberg       Partner           $475
      William C. Edmunds       Partner           $475
      Lawrence A. Lichtman     Partner           $425
      Christopher A Grossman   Associate         $275
      Patrick J. Kukla         Associate         $175
                               Law Clerks        $110

Carson Fischer assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Chicago, Illinois, Jernberg Industries, Inc., --
http://www.jernberg.com/-- is a press forging company that  
manufactures formed and machined products.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 29, 2005
(Bankr. N.D. Ill. Case No. 05-25909).  Jerry L. Switzer, Jr.,
Esq., at Jenner & Block LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $10 million to
$50 million.


JUNO LIGHTING: $610 Mil. Schneider Deal Cues S&P's Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch listing
on the ratings of lighting fixture manufacturer Juno Lighting Inc.
The ratings, including the 'B+' corporate credit rating, are now
on CreditWatch with positive implications, a revision from
CreditWatch developing.  The change follows the announcement that
Juno will be acquired by higher rated Schneider Electric S.A.
(A/Stable/A-1) in a transaction valued at $610 million, including
the assumption of debt.

The original CreditWatch listing on May 13, 2005, was prompted by
the company's announcement that it would pursue various
alternatives, which eventually led to the company's decision to
sell to strategic buyer Schneider.  It is expected that the debt
of Juno will be repaid and the ratings on the existing bank loan
will be withdrawn when the deal closes.

Des Plaines, Illinois-based Juno currently has about $200 million
in debt outstanding.

"Standard & Poor's will wait until the transaction is completed
before taking any rating action," said Standard & Poor's credit
analyst John R. Sico.


KAISER ALUMINUM: Summary & Overview of Joint Reorganization Plan
----------------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware that Kaiser Aluminum Corporation and its
debtor-affiliates' Joint Plan of Reorganization provides for the
resolution of outstanding claims against equity interests in the
Debtors, in accordance with the issuance of the Asbestos Personal
Injury Channeling Injunctions and Channeled PI Insurance Entity
Injunction.

The Plan's primary objectives are to:

   (a) alter the Debtors' debt and capital structures to permit
       them to emerge from their reorganization cases with viable
       capital structures;

   (b) maximize the value of the ultimate recoveries to all
       creditor groups on a fair and equitable basis; and

   (c) settle, compromise or otherwise dispose of certain claims
       and interests on terms that the Debtors believe to be fair
       and reasonable and in the best interests of their
       estates and creditors, including holders of claims
       relating to asbestos and certain other personal injuries.

In furtherance of those objectives, the Plan provides for, among
other things:

   -- the classification and treatment of claims and interests;

   -- the creation of the PI Trusts and the related Funding
      Vehicle Trust and the entry of the PI Channeling
      Injunctions;

   -- the cancellation of the currently outstanding common stock
      of Kaiser Aluminum Corporation;

   -- the contribution of New Common Stock and Cash to the Union
      VEBA Trust and the Retired Salaried Employee VEBA Trust;
      and

   -- the distribution of New Common Stock to the PBGC and other
      holders of Allowed General Unsecured Claims.

                        Plan Implementation

The Plan assumes a September 30, 2005 effective date.

As of the Plan Effective Date, after giving effect to the
restructuring transactions, the Certificate of Incorporation and
the By-laws of Reorganized KAC will prohibit the issuance of non-
voting equity securities to the extent required by Section
1123(a) of the Bankruptcy Code and will authorize the issuance of
New Common Stock in amounts not less than the amounts necessary to
permit the distributions thereof required or contemplated by the
Plan.  After the Effective Date, Reorganized KAC may amend and
restate its Certificate of Incorporation or By-laws as permitted
by the General Corporation Law of the State of Delaware, subject
to the terms and conditions of the constituent documents.

On the Effective Date, these provisions will be deemed authorized,
in all respects and for all purposes without any requirement of
further action by stockholders or directors of any of the Debtors
or the Reorganized Debtors:

   (1) The implementation of the Restructuring Transactions;

   (2) The adoption of new or amended and restated Certificates
       of Incorporation and By-laws for the Reorganized Debtors;

   (3) The initial selection of directors and officers for the
       Reorganized Debtors;

   (4) The entry into a $200,000,000 revolving credit facility,
       including:

             a $60,000,000 letter of credit sub-facility;

             a $17,500,000 swingline loan sub-facility; and

             a term loan for $50,000,000,

       which will be entered into by Reorganized KAC as
       "Borrower," certain of the other Reorganized Debtors or
       their successors as "Borrowers" or as "Guarantors," the
       JPMorgan Chase Bank, National Association, as
       "Administrative Agent" and other financial institutions;

   (5) The entry into the Funding Vehicle Trust Agreement, the
       Asbestos PI Trust Agreement and the Coal Tar Pitch
       Volatiles, Noise Induced Hearing Loss, and Silica PI Trust
       Agreements;

   (6) The distribution of Cash pursuant to the Plan;

   (7) The issuance and distribution of New Common Stock pursuant
       to the Plan;

   (8) The issuance or transfer of the PI Trust Assets to the
       Asbestos PI Trust and the CTPV, NIHL and Silica PI Trust,
       as the case may be;

   (9) The transfer of the remaining PI Trust Assets to the
       Funding Vehicle Trust;

  (10) The adoption, execution, delivery and implementation of
       all other contracts, leases, instruments, releases and
       other agreements or documents contemplated by the Plan,
       including the Director Designation Agreement, the
       Registration Rights Agreement and Stock Transfer
       Restriction Agreement;

  (11) The adoption, execution and implementation of the plans
       and agreements, including the Equity Incentive Plan; and

  (12) The other matters provided for under the Plan involving
       the corporate structure of any Debtor or Reorganized
       Debtor or corporate action to be taken by, or required of,
       any Debtor or Reorganized Debtor.

                $405,000,000 Reorganization Value

Lazard Freres & Co. LLC, the Debtors' financial advisors and
investment bankers, estimates the Reorganized Debtors'
reorganization value to be between $360 million and $450 million,
with a midpoint of $405 million.  Reorganization Value consists of
the theoretical enterprise value of the Reorganized Debtors, plus
excess cash and other non-operating cash flows and assets.

Mr. DeFranceschi relates that Lazard estimated the Reorganization
Value as of June 30, 2005, under the assumption that the
Reorganization Value will not change materially through the
assumed Effective Date.

Lazard estimates the imputed reorganization equity value of the
Reorganized Debtors, which takes into account estimated debt
balances and other obligations as of the assumed Effective Date,
to range from $305 million to $400 million, with a midpoint of
$355 million.  Based on the imputed range of Equity Values and the
issuance of 20 million shares of New Common Stock pursuant to the
Plan on the Effective Date, the Equity Value per share of New
Common Stock is estimated to be $15.25 to $20.00, with a midpoint
of $17.75.

                     Sources and Uses of Cash

The Debtors disclose the principal sources and uses of Cash
expected to be available to the Reorganized Debtors on the
Effective Date:

   Sources of Cash
      Cash on hand as of the Effective Date         $59,000,000
      Cash available for borrowing under
         Exit Financing Facility                     50,000,000
                                                   ------------
      Total Sources                                $109,000,000

   Uses of Cash
      Cash distributions on account of:
         Priority Tax Claims                         $3,000,000
         Convenience Class (Class 2)                  1,000,000
         Secured Claims (Class 3)                     5,000,000
         Canadian Debtor PBGC Claims (Class 4)        3,000,000

      Cash to make Initial VEBA Contributions
         to the Union VEBA Trust and the Retired
         Salaried Employee VEBA Trust                 4,000,000

      Cash to pay Admin Claims, Exit Financing
         costs and other reorganization expenses     54,000,000

      Minimum Cash used by business operations        5,000,000

      Excess Cash                                    34,000,000
                                                   ------------
      Total Uses                                   $109,000,000
                                                   ============

                           The PI Trusts

Mr. DeFranceschi explains that if the Plan is confirmed and
consummated, the PI Trusts will be established for the benefit of
the holders of Channeled Personal Injury Claims, and certain PI
Trust Assets will be transferred to the Asbestos PI Trust and the
Silica PI Trust.  The Channeled Personal Injury Claims are the
asbestos personal injury claims, the PI claims related to coal tar
pitch volatile, the PI claims related to noise induced hearing
loss and the silica-related PI claims.

The Funding Vehicle Trust will be established to hold and manage
the remaining PI Trust Assets -- the PI Insurance Assets,
including rights to proceeds of insurance, and $13 million in cash
-- and make payments to the PI Trusts in accordance with the PI
Trust Funding Agreement.

In exchange for the PI Trust Assets to be transferred to the
Asbestos PI Trust and the Silica PI Trust pursuant to the Plan and
the PI Trust Funding Agreement, the PI Trusts will assume all
liability and responsibility for Channeled Personal Injury
Claims.  Channeled Personal Injury Claims will be determined and
paid in accordance with the terms, provisions and procedures of
the applicable PI Trust Agreement and PI Trust Distribution
Procedures.  Holders of Channeled Personal Injury Claims will be
permanently enjoined from pursuing their claims against the
Reorganized Debtors and other protected parties.

In conjunction with its confirmation of the Plan, the Bankruptcy
Court will also confirm the appointment of individuals selected as
contemplated by the Funding Vehicle Trust Agreement to serve as
the initial Funding Vehicle Trustee and as the initial members of
the Funding Vehicle Trust Advisory Committee effective as of the
Plan Effective Date.

                       The Union VEBA Trust

The Union VEBA Trust is the trust established in accordance with
the Trust Agreement entered into as of June 1, 2004, by and among
Thomas Duzak, James Woodward, John Barneson and James McAuliffe,
as the then-Board of Trustees, and National City Bank as Trustee,
which Agreement was established pursuant to the final order
approving the modification of Collective Bargaining Agreements and
Retiree Benefits pursuant to Sections 1113 and 1114 of the
Bankruptcy Code.

If the Plan is confirmed, the Union VEBA Trust will receive
11,439,900 shares of New Common Stock and Cash amount equal to the
Initial VEBA Contribution payable to the Union VEBA Trust, if any.

Also, the Retired Salaried Employee VEBA Trust will receive
1,940,100 shares of New Common Stock and cash equal to the
Initial VEBA Contribution payable to the Retiree Salaried
Employee VEBA Trust, if any.

The Retired Salaried Employee VEBA Trust was established in
accordance with the Trust Agreement for the Kaiser Aluminum
Salaried Retirees voluntary employees beneficiary association,
entered into as of May 31, 2004, by and among David L. Perry,
James B. Hobby and Douglas G. Allen, as the Board of Trustees, and
Union Bank of California, N.A., as Corporate Trustee.

The Initial VEBA Contribution is composed of 85.5% in the case of
the Union VEBA Trust and 14.5% in the case of the Retired
Salaried Employee VEBA Trust times the excess of the Initial
Availability Amount above $50,000,000, but in no event more than
$36,000,000, less the aggregate of all amounts contributed to the
Union VEBA Trust and Retired Salaried Employee VEBA Trust prior to
the Effective Date of the Plan -- other than the one-time payment
of $1,000,000 made to the Union VEBA Trust on March 31, 2005.

Following the Effective Date, depending on the financial
performance of Reorganized KAC, the Union VEBA Trust and the
Retired Salaried Employee VEBA Trust may receive additional Cash
Contributions.

             General Unsecured Claims and PBGC Claims

Mr. DeFranceschi also tells the Court that if the Plan is
confirmed, each holder of an Allowed General Unsecured Claim will
receive its pro rata share of 4,460,000 shares of New Common
Stock.  In accordance with the contractual subordination
provisions of the Senior Subordinated Note Indenture and the
7-3/4% SWD Revenue Bond Settlement, the aggregate amount of
consideration that would otherwise be payable to the holders of
Senior Subordinated Note Claims in the absence of the contractual
subordination provisions of the Senior Subordinated Note
Indenture will be distributed to holders of Allowed Senior Note
Claims and holders of Allowed 7-3/4% SWD Revenue Bond Claims on a
pro rata basis.  It is anticipated that the Asbestos PI Trust and
the Silica PI Trust will together receive an aggregate of
approximately 1,275,700 shares of New Common Stock on account of
their 75% of the KFC Claim, with the Asbestos PI Trust receiving
1,199,158 of those shares and the Silica PI Trust receiving 76,542
of those shares.

The Pension Benefit Guaranty Corporation is expected to receive
1,080,000 shares of New Common Stock for its Allowed General
Unsecured Claim (Class 9).  The PBGC will also receive 2,160,000
shares of New Common Stock and $2.5 million in cash for its
Canadian Debtor PBGC Claims (Class 4).  Accordingly, it is
anticipated that the PBGC will receive an aggregate of
approximately 3,240,000 shares of New Common Stock on account of
its Class 9 Claim and its Claims 4 Claims.

Each holder of a Claim that would otherwise be a General      
Unsecured Claim -- except that the allowed amount of that Claim is
equal to or less than $30,000 -- will receive cash equal to
2.7% of the allowed amount of that Claim.

                    Effectiveness of the Plan

Mr. DeFranceschi says that before the Plan can become effective,
certain conditions, aside from the Court's Order confirming the
Plan, must be satisfied or waived.  These conditions, include:

   (1) The documents effectuating the Exit Financing Facility
       must have been executed and delivered by Reorganized KAC,
       JPMorgan Chase Bank, National Association, as Exit
       Financing Facility Agent Bank, and the financial
       institutions;

   (2) The shares of New Common Stock to be issued pursuant to
       the Plan must have been registered under the Securities
       Exchange Act;
      
   (3) The New Common Stock must have been designated as NASDAQ
       National Market or NASDAQ SmallCap Market securities by
       The Nasdaq Stock Market, Inc., or authorized for listing
       on or accepted for quotation through any exchange
       registered pursuant to Section 6(a) of the Exchange Act,
       subject to official notice of issuance;

   (4) The Bankruptcy Court and the U.S. District Court for the
       District of Delaware, as required, must have entered each
       of the PI Channeling Injunctions, with each containing
       terms satisfactory to the Debtors, the Official Committee
       of Unsecured Creditors, the Asbestos Claimants' Committee,
       the Future Asbestos Claimants' Representative and the
       Future Silica and CTPV Claimants' Representative;

   (5) The PI Channeling Injunctions must be in full force and
       effect;

   (6) The Funding Vehicle Trust Agreement and each PI Trust
       Agreement must have been executed by the parties;
      
   (7) Concurrently with the Effective Date, 70.5% of the KFC
       Claim must have been transferred to the Asbestos PI Trust
       and 4.5% of the KFC Claim must have been transferred to
       the Silica PI Trust;

   (8) The Canadian Proceeding must have been dismissed or
       terminated; and

   (9) All other actions, documents, consents and agreements
       necessary to implement the Plan must have been effected,
       obtained and executed.

                    Substantive Consolidation

In connection with the Confirmation, the Debtors will seek
Bankruptcy Court approval of the substantive consolidation of all
the Debtors excluding Kaiser Aluminum & Chemical Canada Investment
Limited or Texada Mines Ltd., for the purpose of implementing the
Plan, including for purposes of voting, Confirmation and
distributions to be made under the Plan.

Pursuant to the relevant Bankruptcy Court order:

   (a) all assets and liabilities of the Substantively
       Consolidated Debtors will be deemed merged;

   (b) all guarantees by, or co-obligations of, one Substantively
       Consolidated Debtor in respect of the obligations of any
       other Substantively Consolidated Debtor will be deemed
       eliminated so that any Claim against any Substantively
       Consolidated Debtor and any guarantee by, or co-obligation
       of, any other Consolidated Debtor and any joint or several
       liability will be deemed to be one consolidated
       obligation; and

   (c) each and every Claim filed or to be filed in the
       Substantively Consolidated Debtors' reorganization case
       will be deemed filed against the Consolidated Debtors and
       will be deemed one Claim against and a single obligation
       of the Consolidated Debtors.  That substantive
       consolidation will not affect the Consolidated Debtors'
       legal and corporate structures, nor will it affect or be
       deemed to affect any intercompany claim in any manner
       contrary to the settlement and release agreement among all
       the Debtors and the Official Committee of Unsecured
       Creditors.  The substantive consolidation will also not
       affect Kaiser Bauxite Company or the Alumina Subsidiary
       Debtor, which consist of Alpart Jamaica, Inc., Kaiser
       Jamaica Corp., Kaiser Alumina Australia Corp., or Kaiser
       Finance Corp.

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.
(Kaiser Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


L-3 COMMS: Buying Titan's 8% Senior Subordinated Notes for Cash
---------------------------------------------------------------
L-3 Communications (NYSE: LLL) commenced a cash tender offer for
any and all outstanding $200,000,000 aggregate principal amount of
the 8% Senior Subordinated Notes due 2011 of The Titan Corporation
(NYSE: TTN) and a consent solicitation to amend the related
indenture.  The tender offer and consent solicitation are subject
to the terms and conditions set forth in L-3's Offer to Purchase
and Consent Solicitation Statement dated June 30, 2005.  The
tender offer and consent solicitation will expire at 12:01 a.m.,
New York City time, on July 29, 2005, unless extended.

As reported in the Troubled Company Reporter on June 7, 2005,
L-3 Communications signed a definitive agreement to acquire The
Titan Corporation under which Titan's shareholders would receive
$23.10 in cash per share of Titan common stock.  The total
transaction value on the completion date of the acquisition is
expected to be approximately $2.65 billion, including assumed
debt.  Titan's Board of Directors is unanimously recommending
that Titan's shareholders approve the transaction.  

Holders tendering their Notes will be required to consent to
certain proposed amendments to the Notes and to the Indenture,
which will release Titan's subsidiaries from their guarantees of
Titan's obligations under the Notes and eliminate substantially
all of the restrictive covenants and events of default and other
related provisions from the Indenture.  The tender offer and
consent solicitation are conditioned on:

     (1) the consummation of L-3's acquisition of all of Titan's
         outstanding shares of common stock and

     (2) the receipt of consents from the holders of a majority of
         the aggregate principal amount of Notes outstanding,
         among other conditions.

Holders may not tender their Notes without also delivering
consents or deliver consents without also tendering their Notes.

The "Total Consideration" to be paid for each $1,000 principal
amount of Notes validly tendered prior to 5:00 p.m., New York City
time, on July 14, 2005, will be a price equal to:

     (i) the present value (determined in accordance with standard
         market practice) on a date promptly following the
         Expiration Date, of $1,040 per $1,000 principal amount of
         the Notes (the amount payable on May 15, 2007, the first
         date on which the Notes are redeemable), and all future
         interest payments payable up to May 15, 2007, determined
         on the basis of a yield to May 15, 2007 equal to the sum
         of:

           (a) the yield on the 3.125% U.S. Treasury Note due
               May 15, 2007, as calculated by the Dealer Manager
               and Solicitation Agent in accordance with standard
               market practice, based on the bid price for such
               reference security as of 2:00 p.m., New York City
               time, on the second business day immediately
               preceding the Expiration Date, as displayed on the
               Bloomberg Government Pricing Monitor on "Page PX4"
               or any recognized quotation source selected by the
               Dealer Manager and Solicitation Agent in their sole
               discretion, plus:

           (b) 75 basis points, minus

    (ii) accrued and unpaid interest on such $1,000 principal
         amount to, but not including, the Payment Date.

All holders whose Notes are accepted for purchase will also be
paid accrued and unpaid interest to, but not including, the
Payment Date.

A consent payment of $30.00 will be paid for each $1,000 in
principal amount of the Notes to holders who validly tender their
Notes and deliver their consents to the proposed Indenture
amendments prior to the Consent Date.  The Consent Payment is
included in the Total Consideration.  Holders who validly tender
their Notes after the Consent Date but prior to the Expiration
Date will be eligible to receive only the Tender Offer
Consideration, which equals the Total Consideration less the
Consent Payment.  L-3 may amend, extend or terminate the tender
offer and consent solicitation at any time.

Lehman Brothers Inc. is the Dealer Manager and Solicitation Agent
for the tender offer and the consent solicitation.  The depositary
and information agent is Georgeson Shareholder.

Questions or requests for assistance may be directed to Lehman
Brothers Inc. (telephone: (212) 528-7581 (collect) or (800) 438-
3242 (toll free)).  Requests for documentation may be directed to
Georgeson Shareholder, the Information Agent (telephone: (212)
440-9800 (call collect for banks and brokers only) and (866) 729-
6814 (for all others toll free)).

Headquartered in San Diego, The Titan Corporation --  
http://www.titan.com/-- is a leading provider of comprehensive    
information and communications systems solutions and services to  
the Department of Defense, intelligence agencies, and other  
federal government customers. As a provider of national security  
solutions, the company has approximately 12,000 employees and  
expected revenues for the full calendar year 2005 of approximately  
$2.4 billion.

Headquartered in New York City, L-3 Communications --  
http://www.L-3Com.com/-- is a leading provider of Intelligence,    
Surveillance and Reconnaissance systems, secure communications
systems, aircraft modernization, training and government services
and is a merchant supplier of a broad array of high technology
products. Its customers include the Department of Defense,
Department of Homeland Security, selected U.S. Government
intelligence agencies and aerospace prime contractors.

                        *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,
Moody's Investors Service placed the debt ratings of L-3
Communications Corporation ("L-3", senior implied Ba2) under
review for possible downgrade, and lowered the company's
Speculative Grade Liquidity rating to SGL-2 from SGL-1.  

In a related action, Moody's placed the B2 rating on the senior
subordinated notes of Titan Corporation under review for possible
downgrade and affirmed all the remaining debt ratings of Titan.
These rating actions were prompted by the announcement that L-3
had agreed to purchase Titan for $2.65 billion including assumed
debt.  The cash portion of acquisition is expected to be financed
with approximately $2 billion in new debt, cash on hand.

These ratings have been placed on review for possible downgrade:

L-3 Communications Corporation:

   * Senior subordinated notes due 2012-2015, rated Ba3
   * Senior implied rating of Ba2
   * Senior unsecured issuer rating of Ba3

Titan Corporation:

   * Senior subordinated notes due 2011, rated B2

These ratings have been affirmed:

Titan Corporation:

   * Senior secured revolving credit facility due 2008, rated Ba3;
   * Senior secured term loan B due 2009, rated Ba3;
   * Senior implied rating of Ba3; and
   * Senior unsecured issuer rating of B1.

These rating has been downgraded:

L-3 Communications Corporation:

   * Speculative Grade Liquidity Rating, to SGL-2 from SGL-1.


LAIDLAW INT'L: Inks New $600 Million Credit Facility
----------------------------------------------------
Laidlaw International, Inc. (NYSE:LI), a holding company for North
America's largest provider of school and inter-city transport,
entered into a new five year $600 million senior credit facility
comprised of a $300 million revolving credit facility and a $300
million amortizing term loan.

"This financing is an important element in the improvement of our
balance sheet," said Kevin Benson, President and Chief Executive
Officer.  "It enables us to use the proceeds from the sale of the
healthcare assets to significantly reduce total borrowings, the
costs of which benefit from the recent upgrade of our credit
rating to investment grade."

The new revolving facility is intended to be used primarily to
issue letters of credit on behalf of Laidlaw International, Inc.,
and all of its subsidiaries including Greyhound Lines Inc.  It
will also provide liquidity, if needed, for seasonal and interim
borrowings.  The $300 million amortizing term loan combined with
cash on hand will be used in the tender and consent solicitation
of Laidlaw's 10.75% senior notes and for the redemption of
Greyhound's 11.5% notes and 8.5% debentures.  Under Laidlaw's
current credit rating, borrowing costs on the new revolver and
term loan are priced at LIBOR plus 125 basis points.

Through June 29, 2005, $391 million of principal amount of the
$403.5 million 10.75% senior notes due 2011 had been repurchased
under the tender offer.  The tender offer was scheduled to expire
on July 1, 2005.

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

                         *     *     *

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


LEAP WIRELESS: Judge Adler Formally Closes Chapter 11 Cases
-----------------------------------------------------------          
The Honorable Louise DeCarl Adler of the U.S. Bankruptcy Court for
the Southern District of California entered a final decree and
order formally closing the chapter 11 cases filed by Leap Wireless
International, Inc., Cricket Communications, Inc., and certain of
their debtor-affiliates and subsidiaries, nunc pro tunc to
March 21, 2005.

Judge Adler entered her closure order on June 3, 2005.  Judge
Adler confirmed the Debtors' Fifth Amended Joint Plan of
Reorganization on Oct. 22, 2003, and the Plan took effect on
Aug. 16, 2004.

Judge Adler concludes that:

   1) deposits required by the confirmed Plan have been
      distributed and the property transfers required by the Plan
      have been made;

   2) the Reorganized Debtors have assumed the management of the
      businesses as contemplated by the Plan and those Debtors
      have made all payments required under the Plan to creditors;
      and

   3) any outstanding adversary proceeding and claim objections
      relating to the Reorganized Debtors have been resolved.

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

The Company filed for chapter 11 protection on April 13, 2003
(Bankr. S.D. Calif. Case No. 03-03470).  The Honorable Louise
DeCarl Adler entered an order confirming the Company's Fifth
Amended Plan on October 22, 2003, and the Plan took effect on
Aug. 16, 2004.  Robert A. Klyman, Esq., Michael S. Lurey, Esq.,
and Eric D. Brown, Esq., at Latham and Watkins LLP, represent the
Debtors.


MERIDIAN AUTOMOTIVE: Can Pay Additional $600K for Shipping Claims
-----------------------------------------------------------------
Judge Walrath authorizes Meridian Automotive Systems, Inc., and
its debtor-affiliates to pay up to $600,000 for Additional
Shipping and Warehousing Claims.  The Debtors are also
authorized to pay up to $400,000 for additional Lien Claimant
Claims, including the prepetition claims of Tool Makers.

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


MERIDIAN AUTOMOTIVE: Ct. Okays Winston & Strawn as Panel's Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors authority to retain
Winston & Strawn LLP, as its counsel in Meridian Automotive
Systems, Inc., and its debtor-affiliates' Chapter 11 cases, nunc
pro tunc to May 9, 2005.

As previously reported in the Troubled Company Reporter on
June 15, 2005, the Debtors will pay Winston & Strawn LLP's
customary hourly rates, plus reimbursement of actual and necessary
expenses:

       Designation                      Hourly Rate
       -----------                      -----------
       Partners                         $360 - $765
       Associates                       $225 - $470
       Legal Assistants                 $105 - $230

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


MERRILL LYNCH: Fitch Assigns BB+ Rating to $8.51MM Class B Certs.
-----------------------------------------------------------------
Fitch has rated the Merrill Lynch Mortgage Investors Trust,
mortgage loan asset-backed certificates, series 2005-SL2, which
closed on June 28, 2005:

     -- $318.68 million, classes A-1A, A-1B 'AAA';
     -- $44.7 million class M-1 'AA+';
     -- $39.02 million class M-2 'A+';
     -- $23.65 million class B-1 'A-';
     -- $9.46 million class B-2 'BBB+';
     -- $9.22 million class B-3 'BBB';
     -- $8.51 million class B-4 'BBB-';
     -- $8.51 million class B-5 'BB+';

The 'AAA' rating on the senior certificates reflects the 37.35%
initial credit enhancement provided by 9.45% class M-1, the 8.25%
class M-2, the 5.00% class B-1, the 2.00% class B-2, the 1.95%
class B-3, the privately offered 1.80% class B-4, the privately
offered 1.80% class B-5, along with overcollateralization.

The initial OC is 2.38% with a target OC of 7.10%.  All
certificates have the benefit of excess interest.  In addition,
the ratings reflect the quality of the loans, the soundness of the
legal and financial structures, and the capabilities of Wilshire
Credit Corporation and PHH Mortgage Corporation as servicers.  
Wells Fargo Bank, N.A. will act as master servicer and Deutsche
Bank National Trust Company will act as trustee.

The collateral pool consists of fixed, second lien mortgage loans
and totals $473,028,788 as of the cut-off date.  The weighted
average combined loan to value ratio is 98.85%.  The average
outstanding principal balance is $41,072, the weighted average
coupon is 10.164% and the weighted average remaining term to
maturity is 238 months.  41.79% of the loans have prepayment
penalties.  The loans are geographically concentrated in
California (29.44%), Florida (6.85%), and Texas (5.65%).

All of the mortgage loans were originated or acquired by one of
the originators and subsequently purchased by Merrill Lynch
Mortgage Capital, Inc. Approximately 16.31%, 14.66%, 14.22%,
13.09%, 11.19% and 10.65% of the Mortgage Loans were underwritten
in accordance with the underwriting guidelines of Option One,
Decision One, Fremont, MILA, Michigan Fidelity and FMC,
respectively.  The remaining Mortgage Loans were originated by
eleven different originators, none of which originated mortgage
loans representing more than approximately 10% of the mortgage
loans.


METABOLIFE INT'L: Files for Chapter 11 Protection in S.D. Calif.
----------------------------------------------------------------
Metabolife International Inc., a San Diego-based manufacturer of
herbal-based dietary supplements used for weight control, and its
subsidiary, Alpine Health Products, LLC, filed chapter 11
petitions in the U.S. Bankruptcy Court for the Southern District
of California, San Diego Division, in the face of hundreds of
lawsuits involving ephedra, the now-banned diet pill.  

The Debtors filed for bankruptcy protection to maximize the value
of their assets through the bankruptcy sale process and to utilize
bankruptcy procedures to determine the validity and amount of tort
claims asserted by past users of weight-loss products containing
ephedra.  Ephedra was the primary ingredient in what once was
Metabolife's flagship product, Metabolife 356.

Metabolife successfully transitioned its business to ephedra-free
products by December 2003, but has had to commit inordinately
large resources and time to defending lawsuits filed by ephedra
product users, which costs have been a substantial burden on the
company's operations.  

Although Metabolife has been largely successful in avoiding
significant adverse judgments, the costs of the litigation process
and the uncertainty surrounding the large number of remaining
lawsuits makes bankruptcy a suitable mechanism for obtaining a
prompt, fair and cost effective resolution of these disputed
claims.  

                            363 Sale

Metabolife has a $23.5 million offer in hand for its non-Ephedra
assets from IdeaSphere Inc., a health and wellness concern.  
IdeaSphere's offer is subject to competitive bidding at an auction
proposed for September 2005.  The key assets being acquired
include:

   -- the company's core non-ephedra brands, Metabolife Ultra,
      Metabolife Complete, Metabolife Ultra Caffeine Free and
      Metabolife Green Tea Formula;

   -- a state-of-the-art powder and tablet manufacturing facility
      located in Orem, Utah; and

   -- a distribution center in Memphis.

The products will continue to be marketed under the Metabolife
brand, which will operate as a separate division within ISI.

Metabolife's proposes to sell its non-Ephedra assets under Section
363 of the Bankruptcy Code, which allows sales to be free and
clear of liens, encumbrances and claims, including liabilities
related to the pending litigation.  A public auction will be held
to determine if higher bids emerge, currently proposed for
September 2005, with a sale closing shortly thereafter.  

New York-based Carl Marks Advisory Group LLC has been retained as
financial advisor to Metabolife, and to promote the auction
opportunity and solicit overbidding.  Interested purchasers for
Metabolife's assets may contact Warren Feder, Partner, Carl Marks
Advisory Group LLC (212) 909-8459 or Christopher Wu, Director,
(212) 909-8447.

Metabolife anticipates using all of the proceeds from the Section
363 sale to satisfy creditor claims and resolve pending
litigation.  

Christopher R. Barclay of Mack | Barclay, an experienced
insolvency and turnaround expert, has been retained to lead the
company through the Chapter 11 process.  

Ideasphere, Inc., was launched in 2001 to create a company that
offers consumers "a one-stop wellness solution" through an
integrated combination of nutritional products, science-based
content and information, and healthy lifestyle programs and
services.

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements  
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No. 05-
06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


METABOLIFE INT'L: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Metabolife International, Inc.
             dba W.R.B. Management, Inc.
             5643 Copley Drive
             San Diego, California 92111

Bankruptcy Case No.: 05-06040

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Alpine Health Products, LLC                05-06041

Type of Business: Metabolife International, Inc., manufactures and
                  sells herbal-based dietary supplements used for
                  weight control.  See http://metabolife.com/

Chapter 11 Petition Date: June 30, 2005

Court: Southern District of California (San Diego)

Judge: Chief Judge John J. Hargrove

Debtor's Counsel: David L. Osias, Esq.
                  Allen Matkins Leck Gamble & Mallory LLP
                  501 West Broadway, 9th Floor
                  San Diego, California 92101
                  Tel: (619) 235-1526
                  Fax: (619) 233-1158

                                 Total Assets   Total Debts
                                 ------------   -----------
Metabolife International, Inc.   $18,266,984    $12,021,683
Alpine Health Products, LLC       $5,716,128       $192,621

Metabolife International, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
McAllister, Rhea                 Tort Claim           $2,686,000
c/o Fibich, Hampton
1401 McKinney #1800
Houston, TX 77002

Internal Revenue Service         Taxes for years        $979,000
880 Front Street                 1997-1998
San Diego, CA 92101              estimate $339,000
                                 Plus penalties &
                                 Interest
                                 estimate $640,000

Riley, Patricia & Hillis         Settled Tort Claim     $500,000
c/o Blizzard, McCarthy
440 Louisiana Street #1710
Houston, TX 77002

California Creative Enterprise   Advertising Services   $355,253
12463 Rancho Bernardo Road
San Diego, CA 92128

Wiggins, Belinda                 Settled Tort Claim     $300,000
c/o Blizzard McCarthy
440 Louisiana St. #1710
Houston, TX 77002

Longs Drug Stores                Customer               $210,317
3402 North Blackstone #165       Escheatment
Fresno, CA 93726

Albertsons Corporation           Customer               $176,275
P.O. Box 20                      Escheatment
Boise, ID 83726

Akin Gump Strauss                Legal Services         $174,729
Hauer Feld LLP
2029 Century Park East #2400
Los Angeles, CA 90067

Lewis Brisbois                   Legal Services         $148,495
Bisgaard & Smith LLP
221 North Figueroa #1200
Los Angeles, CA 90012

Banowsky, Betz & Levine PC       Legal Services         $132,720
12001 North Central Expressway
790 Coit Central Tower
Dallas, TX 75243

Hartline, Dacus, Barger          Legal Services         $124,048
Dreyer & Kern, LLP
6688 North Central
Expressway #10
Dallas, TX 75206

DLA Piper Rudnick                Legal Services         $122,044
Gray Cary US LLP
401 B Street, Suite 2000
San Diego, CA 92101

Hogan & Hartson LLP              Legal Services         $108,063
555 13th Street Northwest
Washington, DC 20004

NYCA                             Trade                   $99,640
1010 South Coast Highway #101
Encinitas, CA 92024

Advanced Marketing and Sales     Trade                   $81,937
200 Fairway Drive, Suite 180
Vernon Hills, IL 60061

Ochoa, Mario                     Settled Tort Claim      $75,000
c/o Blizzard McCarthy
440 Louisiana Street #1710
Houston, TX 77002

Burroughs, Hepler, Broom,        Legal Services          $49,716
MacDonald, Hebrank & True, LLP
P.O. Box 510
Edwardsville, IL 62025

Villareal, Teresa                Settled Tort Claim      $35,000
c/o Blizzard McCarthy
440 Louisiana Street #1710
Houston, TX 77002

Sutter, O'Connell                Legal Services          $30,255
3600 Erieview Tower
1301 East 9th Street
Cleveland, OH 44114

BJ's Wholesale Club              Customer                $28,892
P.O. Box 9607                    Escheatment
Natick, MA 01760


MIRANT CORP: Deutsche Bank Says Chapter 11 Plan is Unconfirmable
----------------------------------------------------------------
Deutsche Bank Securities, Inc., supplements its previous objection
to Mirant Corporation and its debtor-affiliates' Disclosure
Statement with "extensive and compelling" documentary evidence
conclusively establishing that the Debtors' disclosure with
respect to substantive consolidation is both deficient and
misleading and cannot be considered "adequate information" under
any circumstance.

Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
in New York, related that Deutsche Bank Securities will present
evidence at the Disclosure Statement Hearing demonstrating that
the Plan cannot be confirmed, making solicitation of the related
Disclosure Statement a needless waste of estate assets.  Mr.
Kirpalani notes that Deutsche Bank Securities has discovered that
the Debtors not only have "stand-alone" financial information for
MAI, but also performed an analysis demonstrating creditor
recoveries for Mirant Americas, Inc., absent substantive
consolidation.

Considering the deficiencies of the Debtors' arguments in favor
of substantive consolidation, it is not surprising that the
Disclosure Statement fails to adequately describe any hopeless
entanglement or overlap in identity.  Among others, Deutsche Bank
Securities, Inc., asserts that:

    a. the operations, business functions, assets and liabilities
       of Mirant Americas, Inc., were regularly maintained
       separately from the Mirant Consolidated Debtors;

    b. MAI's debt is separate and senior to that of Mirant
       Corp.'s; and

    c. MAI's operations and business functions were more
       intertwined with its principal subsidiary, Mirant Americas
       Generation, LLC, than its shareholder, Mirant Corp.

The Debtors disclose that they have difficulty of "disentangling
the prior transactions of the individual Debtor entities," Mr.
Kirpalani notes that the disclosure is contradicted by:

    1. observance of corporate formalities at MAI through board
       resolutions, minutes of board meetings, other adequate
       documentation;

    2. internal operating manuals and procedures with respect to
       corporate governance, cash management and global risk
       management; and

    3. extensive documentation of capital contributions and
       intercompany transactions11 among MAI and other entities.

Disclosure on consolidated tax returns and financial statements
is contradicted by separate tax returns filed for MAI and by
separate financials prepared and maintained for MAI recording
assets and liabilities on a stand-alone basis.

Indeed, Deutsche Bank Securities will show the "one-size-fits-
all" disclosure with respect to several issues not only is
inadequate, but also misleading when applied to MAI.
Additionally, Deutsche Bank Securities is severely prejudiced by
the Plan because the Plan:

    (1) pays MAI creditors on a parity with creditors of MAI's
        shareholder, Mirant Corp.; and

    (2) eliminates Deutsche Bank Securities' guaranty claims
        against Mirant Corp.

Deutsche Bank Securities insists that the Debtors must include a
Recovery Analysis, together with its assumptions of asset and
liability amounts, in the Disclosure Statement.  There is simply
no burden at all -- let alone a "significant" burden -- in
providing that material information to MAI creditors, and the
Debtors are required to disclose stand-alone assets and
liabilities on a corporation-by-corporation basis, not on an
enterprise basis.

Mr. Kirpalani adds that the Official Committee of Unsecured
Creditors of Mirant Americas Generation LLC has introduced
evidence in connection with the valuation aspects of the
Disclosure Statement, pertaining to MAI's overall asset base and
solvency.  The evidence, according to Mr. Kirpalani, demonstrates
that Deutsche Bank Securities' original estimates of MAI's assets
and liabilities closely resemble those deduced by the MAGi
Committee.  "Indeed, the MAGi Committee's estimates corroborate
[Deutsche Bank Securities'] assertion that [MAI's] creditors
stand to receive far more absent substantive consolidation (100%,
plus interest) than with substantive consolidation (60%)."

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)


MORGAN STANLEY: Fitch Puts BB Rating on $7.8 MM Private Certs.
--------------------------------------------------------------
Fitch rates Morgan Stanley Mortgage Loan Trust mortgage pass-
through certificates, series 2005-3AR:

     -- $760,679,100 classes 1-A, 2-A-1, 2-A-2, 2-A-3, 3-A, 4-A,
        5-A, and A-R 'AAA';

     -- $28,112,000 class B-1 'AA';

     -- $12,403,000 class B-2 'A';

     -- $7,441,000 class B-3 'BBB';

     -- $7,855,000 privately offered class B-4 'BB'.

The privately offered B-5 and B-6 certificates are not rated by
Fitch.

The 'AAA' rating on the senior certificates reflects the 8.00%
subordination provided by the 3.40% class B-1, the 1.50% class B-
2, the 0.90% class B-3, the 0.95% privately offered class B-4, the
0.75% privately offered class B-5, and the 0.50% privately offered
class B-6 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the master servicing capabilities of Wells Fargo Bank Minnesota,
N.A., which is rated 'RMS1' by Fitch.

The trust will consist of five asset groups.  The certificates
whose class designation begins with 1 through 5 correspond to
groups 1 through 5, respectively.  The class A-R certificates
represent interest in loan group 1.

In aggregate, the pool consists of 2,485 conventional, fully
amortizing adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.  The aggregate
principal balance of this pool is $826,825,947.  The average
unpaid principal balance of the aggregate pool as of the cut-off
date (June 1, 2005) is $332,727.  The weighted average original
loan-to-value ratio (OLTV) is 75.36%.  The weighted average credit
score of the borrowers is 716. Rate/term and cash-out refinance
loans account for 16.55% and 25.20% of the pool, respectively.

Second home and investor-occupied properties constitute 3.09% and
7.57% of the loans, respectively.  The weighted average mortgage
interest rate is 5.667%, and the weighted average remaining term
to maturity is 357 months.  The state that represents the largest
portion of the aggregate mortgage loans are California (56.89%).
All other states represent less than 5% of the aggregate pool
balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Morgan Stanley Mortgage Capital I Inc., a special purpose
corporation, deposited the loans into the trust, which issued the
certificates.  Deutsche Bank National Trust Company will act as
trustee.  For federal income tax purposes, an election will be
made to treat the trust fund as multiple real estate mortgage
investment conduits.


MPOWER HOLDING: Wants Until Oct. 20 To Object to Proofs of Claim
----------------------------------------------------------------          
MPower Holding Corporation and its debtor-affiliates ask the U.S.  
Bankruptcy Court for the District of Delaware to further extend,
until Oct. 20, 2005, the deadline by which they can object to
proofs of claim filed against their estates.

The Court confirmed the Debtors' First Amended Joint Plan of
Reorganization on July 17, 2002, and the Plan took effect on
July 30, 2002.

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

   a) although they have filed four omnibus objections to claims
      along with other individual objections, the Debtors are
      still continuing to evaluate all remaining claims to
      determine if filing objections are necessary for those
      claims;

   b) negotiations for the consensual resolution or withdrawal of
      a number of additional claims are still ongoing, including
      the claims filed by One Source Teleservices; and

   c) the requested extension will give the Debtors more
      opportunity to evaluate all remaining claims, prepare and
      file any additional objections to claims if necessary and
      consensually resolve disputed claims.

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.


NAKOMA LAND: Creditors' Meeting Continues on July 11
----------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Nakoma
Land, Inc., and its debtor-affiliates' creditors at 2:00 p.m., on
July 11, 2005, at 300 Booth Street, Room 2110, in Reno, Nevada.
This is the continuation of the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Reno, Nevada, Nakoma Land, Inc., and its debtor-
affiliates filed for chapter 11 protection on May 19, 2005 (Bankr.
D. Nev. Case No. 05-51556).  Alan R. Smith, Esq., at Law Offices
of Alan R. Smith represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed total assets of $18,000,000 and total debts
of $15,252,580.


NAKOMA LAND: Look for Bankruptcy Schedules Tomorrow
---------------------------------------------------
Nakoma Land, Inc., tells the U.S. Bankruptcy Court for the
District of Nevada that it intends to file its Schedules of Assets
and Liabilities and Statements of Financial Affairs tomorrow, July
5, 2005, as required by 11 U.S.C. Sec. 521(1).  The Debtor told
the Court that it couldn't gather all of the necessary information
in order to accurately file those documents by the deadline
imposed under Rule 1007 of the Federal Rules of Bankruptcy
Procedure.  Part of the delay stems from Nakoma's need to obtain
information from its four debtor-affiliates.  

Headquartered in Reno, Nevada, Nakoma Land, Inc., and its debtor-
affiliates filed for chapter 11 protection on May 19, 2005 (Bankr.
D. Nev. Case No. 05-51556).  Alan R. Smith, Esq., at Law Offices
of Alan R. Smith represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed total assets of $18,000,000 and total debts
of $15,252,580.


NORTHWESTERN: Montana Cities Offer $1.17 Bil. for Utility Systems
-----------------------------------------------------------------
Montana Public Power Inc. offers to buy the utility transmission
and distribution systems of Northwestern Corp. located in Montana,
Nebraska and South Dakota, the Associated Press reports.  MPPI is
offering $32.50 per share in cash for a total transaction value of
approximately $2 billion, which includes the assumption of $825
million of NorthWestern debt.  The deal will be funded through a
debt financing provided by Citigroup Global Markets Inc.

The AP relates that if the offer is approved by Northwestern's
major creditors and various state and federal regulators, the
cities of Bozeman, Butt-Silver Bow, Great Falls, Helena and
Missoula will take over the utility's electric and natural gas
operations this year.

MPPI's offer, which was unanimously approved by its Board of
Directors, represents:

   -- a 17% premium to NorthWestern's unaffected closing stock
      price on April 28, 2005, the day before MPPI's intentions
      to purchase NorthWestern were made public;

   -- 22.4 times NorthWestern's projected earnings per share for
      2005, based on Wall Street consensus forecasts (source:
      IBES); and

   -- a very significant premium to the value of $17.61- $22.39
      per share ascribed to NorthWestern by its own financial
      advisor in Northwestern's Second Amended and Restated
      Disclosure Statement dated Aug. 18, 2004.

"Bringing NorthWestern's utility operations under local control is
necessary to ensure that our communities will have the highest
quality utility services at reasonable prices," Mike Kadas,
Missoula mayor and chairman of MPP, said.  "Our plan to achieve
this includes investing in the utility's infrastructure to help
ensure the reliability of the system, an area that we feel
NorthWestern has neglected in recent years due to its limited
financial resources.  MPPI is committed to serving the best
interests of all of the citizens of Montana: for NorthWestern
employees, MPPI intends to retain the current NorthWestern
workforce; for customers, MPPI's plan ensures that the same people
who serve customers today will serve them tomorrow; and for our
local communities, MPPI will continue to pay property taxes.

"In addition to serving the best interest of our citizens, this
offer provides compelling value to NorthWestern's shareholders. We
would like to enter into constructive and good-faith discussions
with NorthWestern immediately, with the goal of finalizing an
acquisition agreement as soon as possible," Mayor Kadas added.

In a prepared statement, Northwestern's CEO and President Michael
J. Hanson said the proposal isn't in the best interest of the
company and its shareholders.  He added that the company's long-
term commitment remains to be a reliable and affordable provider
of energy services to some 617,000 customers while providing
competitive return to shareholders.

The offer is subject to customary due diligence, satisfaction of
conditions precedent to the financing, as well as regulatory
approvals by federal and state energy authorities, including the
Montana Public Service Commission, the South Dakota Public
Utilities Commission and the Federal Energy Regulatory Commission.

S&P currently rates Northwestern Corp.'s 5-7/8% $225,000,000 notes
at BB+ while Moody's rates the notes at Ba1.

Headquartered in Sioux Falls, South Dakota, NorthWestern

Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/  
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).  
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.  
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which took effect on
Nov. 1, 2004.


NORTHWESTERN CORP: Moody's Rates $200M Sr. Unsec. Facility at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba2 to NorthWestern
Corporation's $200 million senior unsecured revolving credit
facility.  This syndicated bank credit facility will replace the
company's $125 million senior secured revolving credit facility
and $100 million secured term loan.  These credit facilities were
rated Ba1, reflecting first mortgage bond collateral.

The changes in the company's bank credit arrangements are being
documented in the form of an amended and restated credit
agreement.  These changes include more favorable pricing and an
easing of financial covenants, in addition to the release of
collateral.  With the release of collateral, NOR will have
available net bondable capacity of approximately $468 million.  
The Ba2 rating of the amended and restated revolving credit
facility reflects the senior unsecured claim of borrowings under
the facility, and is one-notch lower than the rating of NOR's Ba1
senior secured debt.

Moody's affirmed NOR's other ratings, including its senior secured
debt at Ba1, its Corporate Family Rating (previously called the
Senior Implied rating) at Ba1, and its SGL-2 liquidity rating.

Concurrently, Moody's changed the rating outlook for NOR to
positive from stable.  The change in NOR's rating outlook takes
into consideration these factors:

   1) the company's good progress in advancing its back to basics
      strategy, which focuses on relatively low risk regulated
      electric and gas utility operations since emerging from
      bankruptcy November 1, 2004;

   2) higher than expected free cash flow has allowed for a
      modestly faster than anticipated reduction in debt and
      expectations for further debt reduction later this year,
      even if remaining non-core asset sales are delayed;

   3) improving regulatory relationships in Montana, evidenced by
      a settlement related to recovery of natural gas costs that
      had been disputed; and

   4) prospects for possible near term settlement of certain
      disputed claims with PPL Montana and Netexit, Inc., f/k/a
      Expanets, Inc.

The company still faces an assortment of challenges, which include    

   1) various lawsuits and an investigation being conducted by the
      Securities and Exchange Commission;

   2) renegotiating contracts with qualifying facilities, which
      form part of the default supply portfolio in NOR's Montana
      service territory;

   3) solidifying the improving working relationship with
      regulators in Montana, where the company will be subject to
      a rate review filing in September 2006;

   4) completing non-utility asset sales, proceeds from which we
      now believe could be used to renegotiate some of the larger,
      more-costly QF contracts; and

   5) cash funding needs to shore up the pension fund.

NOR's ratings continue to reflect the significant improvement in
its capital structure that followed the debt-for-equity exchange
in its plan of reorganization, whereby $1.3 billion of senior
unsecured and subordinated debt was extinguished and exchanged for
$710 million of equity.  Since emerging from bankruptcy on
November 1, 2004, NOR has also used free cash flow to further
reduce debt by about another $50 million.

NOR's ratings could be upgraded if the company continues to
demonstrate a good track record with respect to its near term
financial goals and demonstrates material progress in resolving
the aforementioned challenges.  Moody's expects substantial
improvement in credit metrics over the next several years,
including higher funds from operations and lower debt.  Positive
free cash flow from operations is expected to be used to bring NOR
to its targeted (unadjusted) capital structure of 50% debt and 50%
common equity in the near term.  

Demonstrated ability to achieve FFO to adjusted debt above 15% on
a sustainable basis, while reducing debt, could lead to an upgrade
in the absence of negative surprises with respect to litigation
issues.  While a downgrade is considered to be unlikely in the
near term, the rating outlook could be revised to stable if the
company does not continue to improve its financial profile while
reducing business risk.

NorthWestern Corporation, headquartered in Sioux Falls, South
Dakota, conducts regulated electric and gas utility operations in
Montana, South Dakota, and Nebraska through its NorthWestern
Energy division.  The company also has other non-regulated
business investments, some of which are in the process of being
sold.


NORTHWESTERN CORP: Fitch Lifts Sr. Debt Rating One Notch to BBB-
----------------------------------------------------------------
NorthWestern Corp.'s outstanding senior secured debt obligations
are upgraded to 'BBB-' from 'BB+' by Fitch Ratings.  In addition,
Fitch assigned its 'BB+' rating to NOR's $200 million senior
unsecured revolving credit facility due Nov. 1, 2009.  The Rating
Outlook for NOR remains Positive.

Thursday's announcement that Montana Public Power, Inc. has
submitted an unsolicited offer to acquire 100% of NOR's common
stock in a transaction valued at $2 billion has no immediate
effect on NOR's ratings and/or Rating Outlook.  Fitch will
continue to monitor the situation and will consider future rating
action in the event a definitive agreement is ultimately reached
between NOR and MPPI.

The upgrade of NOR's outstanding senior secured debt obligations
reflects the structural enhancement resulting from the refinancing
of NOR's existing revolving credit and term loan facilities on an
unsecured basis.  Specifically, NOR's amended and restated
unsecured revolving credit facility will replace a $125 million
secured facility and will initially be utilized to permanently
retire NOR's $74.8 million secured term loan B due November 2011.

The rating action also reflects the continued stable performance
of NOR's core electric and gas utility business and the company's
progress in reducing debt leverage and increasing financial
flexibility since its exit from bankruptcy in November 2004.

NOR's non-core asset sale program is nearing completion.  Since
November 2004, NOR has sold all remaining Blue Dot HVAC locations
and received approximately $15 million from the monetization of a
secured claim against Cornerstone Propane Partners, L.P.  Pending
items include the wind-down and liquidation of Netexit, Inc. and
the sale of equipment related to the uncompleted Montana First
Megawatts power project.  If successful, remaining divestitures
could provide up to $60 million of residual cash proceeds which
would be utilized to further reduce debt leverage at NOR.

On June 28, 2005, NOR announced that it had reached an agreement
in principle with the creditors committee of Netexit under which
NOR would receive an initial cash distribution of $20 million to
satisfy a portion of its allowed claims.

NOR's core regulated electric and gas utility operations, which
serve approximately 608,000 customers located primarily in Montana
and South Dakota, continue to perform in line with expectations.

For the 12-month period ended March 31, 2005, NOR generated
consolidated operating EBITDA (adjusted to excluded impairment
charges and non-recurring gains) of $203.2 million.  
Prospectively, NOR should continue to generate operating EBITDA in
excess of $200 million absent the legal and administrative costs
associated with NOR's bankruptcy and outstanding litigation,
although this amount could fluctuate moderately depending on
weather conditions.

In addition, the pending 2006 rate review in NOR's Montana
jurisdiction could affect future utility financial performance.  
If NOR succeeds in divesting its remaining non-utility interests
as described above, NOR will have the opportunity to further
improve its credit profile by year-end 2005.  Specifically,
FFO/Interest could exceed 3.5 times (x) by year-end 2005 with
total debt/EBITDA in the low 3.0x range.  A further upgrade of
NOR's ratings will depend upon the amount and use of proceeds from
asset divestitures and demonstration of the ability to further
reduce legal and administrative expenses.

Fitch notes that management has made good progress toward settling
various pre-petition litigation and shareholder class action
suits, but certain items remain ongoing, including a formal SEC
investigation into NOR's year-end 2002 financial restatement and
litigation related to the alleged fraudulent conveyance of NOR's
Montana Power assets.  None of these are expected to materially
affect NOR's ongoing credit profile.

Fitch upgrades the following outstanding debt securities to 'BBB-'
from 'BB+':

    -- $55 million 7.00% general mortgage bonds due 8/15/2023;

    -- $60 million 7.10% general mortgage bonds due 8/1/2005;

    -- $150 million 7.30% first mortgage bonds due 12/1/2006;

    -- $0.365 million 8.25% first mortgage bonds due 12/1/2007;

    -- $90.2 million 6.125% secured pollution control bonds
       (issued by Forsyth, MT Pollution Control Revenue) due
       5/1/2023;

    -- $225 million 5.875% senior secured notes due 11/1/2014.


NORTHWESTERN CORP: Good Performance Prompts S&P to Lift Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on multi-utility NorthWestern Corp. to 'BB' from
'BB-' because the new management has taken positive steps to
improve regulatory relations, resolve litigation, and strengthen
the company.  In addition, certain senior secured debt ratings
were raised to 'BB+' from 'BB' and others raised to 'BB' from
'BB-'.  The outlook is positive.

Sioux Falls, South Dakota-based NorthWestern had about $825
million of unadjusted total debt as of March 31, 2005.

The ratings on NorthWestern reflect the company's mostly low-risk
electric and gas utility with a satisfactory business profile and
a weak, but improving, financial profile.

"The low-risk nature of NorthWestern's utility is weakened by its
short track record after emerging from bankruptcy, lower-growth
service territories, and historically unsupportive regulation in
Montana," said Standard & Poor's credit analyst Gerrit Jepsen.

Management's continued ability to favorably resolve outstanding
litigation and no adverse outcome from a pending U.S. SEC
investigation, along with Standard & Poor's expectation that the
financial performance projections will be achieved, all factor
heavily into the ratings.  Due to NorthWestern's limited ability
to expand in Montana and South Dakota, there is a greater
importance on cost-cutting and other revenues sources to improve
profitability and cash flow.

Because a large majority of NorthWestern's operating income and
cash flow is from the company's Montana operations, an unfavorable
Montana Public Service Commission ruling such as a rate reduction
after a required September 2006 rate review filing could restrict
cash flow.


O'CHARLEY'S INC: Good Performance Prompts S&P's Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on casual
dining restaurant operator O'Charley's Inc. to stable from
negative and affirmed its ratings, including the 'BB-' corporate
credit rating.

"The outlook revision is based on the company's stable operating
performance, good credit measures for the rating category, and our
expectation that O'Charley's will fund its growth largely through
internally generated funds," said Standard & Poor's credit analyst
Robert Lichtenstein.

The ratings on Nashville, Tennessee-based O'Charley's Inc.
reflect:

    * the company's relatively small market position in the highly
      competitive casual dining sector,

    * the increased business risk of operating multiple concepts,
      and

    * a highly leveraged capital structure.

These factors are partly offset by:

    * favorable growth prospects for casual dining, and
    * good credit measures for the rating category.

The company operates O'Charley's, Ninety Nine, and Stoney River
restaurants.  Although the O'Charley's chain has a large presence
in its markets, it maintains a relatively small (2.2%) market
share among casual dining chains, compared with Applebee's (15%),
Chili's (10.6%), Outback (10.4%), and Red Lobster (9.8%).

Many of the company's competitors have substantially greater
financial and marketing resources and continue to expand rapidly.
Still, growth prospects for the varied-menu casual dining sector
are favorable, with the adoption of dining out as a lifestyle in
the U.S. driving growth.  This sector has experienced a compound
annual growth rate of 10% in the past five years.

O'Charley's operating performance improved over the past year due
to same-store sales gains, unit growth, and better operating
margins.  Same-store sales at O'Charley's restaurants gained 1.4%
in the first quarter of 2005 and 3.1% in all of 2004, after
declining 2.5% in all of 2003, as customers responded to
promotions implemented to increase traffic.  Operating margins for
the 12 months ended April 17, 2005, expanded to 12.2% from 11.4% a
year earlier, as commodity costs moderated.


OLENTANGY COMMERCE: Receiver Retains Control at Lenders' Behest
---------------------------------------------------------------
On October 19, 2004, the Franklin County Common Pleas Court issued
an Agreed Order appointing Mark E. Dottore as the custodian and
Receiver of certain real property titled in the name of Olentangy
Commerce Center Limited Partnership on which Olentangy operated a
warehouse and office complex.  Mr. Dottore swore his Oath of
Receiver and posted a $30,000 bond pursuant to the terms of the
State Court Order.

On May 27, 2005, Olentangy Commerce Center Limited Partnership
filed for chapter 11 protection.  CIGNA Realty Investors, the
Debtors' secured creditor asked the Bankruptcy Court to order that
Mr. Dottore continue the Receivership duties assigned to him
by the Franklin County Common Pleas Court.  On June 8, 2005, with
the agreement of the parties, the Bankruptcy Court indicated that
it will authorize the continuation of the custodianship and Mr.
Dottore will continue to serve as the Receiver.  

Olentangy's property is comprised of 55 acres of land, and these
improvements:

    -- Warehouse No. 1, housing 500,000 square feet;

    -- five 30,000 square foot office buildings (known as "pods");

    -- Warehouse No. 2, housing 55,000 square feet;

    -- 11 acres of paved parking lots; and

    -- a total of 5 acres "under roof."

                    About Olentangy Commerce

Headquartered in Grandview Heights, Ohio, Olentangy Commerce
Center Limited Partnership owns a warehouse and office site in
Grandview Heights.  The Debtor filed for bankruptcy protection
(Bankr. S.D. Ohio Case No. 05-59249) on May 27, 2005 after
defaulting on a $11.5 million mortgage held by Connecticut General
Life Insurance Co., a major subsidiary of Cigna Corp. Richard T.
Ricketts, Esq., and Michael Bornstein, Esq., at Ricketts Co., LPA
represents the Debtor in its chapter 11 proceedings.  When the
Debtor filed for protection from its creditors, it listed $10 to
$50 million in assets and $10 to $50 million in debts.


OLENTANGY COMMERCE: Receiver Hires Kohrman Jackson as Counsel
-------------------------------------------------------------
Mark E. Dottore, the court-appointed Receiver of certain real
property titled in the name of Olentangy Commerce Center Limited
Partnership, asks the U.S. Bankruptcy Court for the Southern
District of Ohio, Eastern Division, for permission to employ Mary
K. Whitmer, Esq., and the law firm of Kohrman, Jackson & Krantz,
PLL, as his counsel.

Mr. Dottore tells the Court that he needs the assistance of Ms.
Whitmer and her firm to address complex real estate issues
concerning the Debtor's warehouse and office complex in Ohio.  
These issues include:

    a) eviction of a delinquent tenant to give way to Accel, Inc.,
       which intends to sign a 6-month lease with the Debtor.

    b) MindLeaders.com's intention to vacate its leased premises
       that the Receiver says is in violation of its lease terms
       with the Debtor.

    c) The Fixture Connection, Inc.'s failure to pay rent and the  
       Receiver's intention to file a forcible entry lawsuit in
       order to obtain possession of the premises; and

    d) various environmental issues including the leaking of fuel
       from an unknown source into one of the buildings within the
       compound.     
  
In this engagement, Ms. Whitmer and Kohrman Jackson will:

    a) provide routine attorney services including assistance  
       regarding compliance with state and local statutes and
       common law, attention to court and governmental reporting
       issues, tenant relations and advice on meeting the
       requirements of leases in place, the retention and
       dismissal of disinterested real estate brokers and other
       miscellaneous services which may from time to time be
       required;

    b) assist with leasing transactions, including negotiations
       and drafting of new leasing opportunities, including the
       Accel lease, and renegotiation and revision of existing
       leasing transactions such as MindLeaders and The Fixture
       Connection, Inc.;

    c) assist with a sale or liquidation of the Premises or any
       section or part of the Premises, if any, including
       negotiation and documentation of the sale transaction and
       the obtaining of Court approvals;

    d) investigate and review of the lien priorities attaching to
       the Premises, if necessary;

    e) assist with environmental issues, including compliance with
       state and local statutes and other liability issues;

    f) give assistance of any other kind or any other manner in
       which Mr. Dottore, in his sound business judgment
       determines is benefit the estate, including any assistance
       required by him in carrying out his duties and obligations.

Ms. Whitmer will charge $285 per hour for her services.  Kohrman
Jackson's professionals expected to work on this case and their
hourly rates are:

         Professional                 Hourly Rate
         ------------                 -----------
         Shareholders                 $235 - $400
         Associates                    165 -  195
         Legal Assistants              115 -  140

Ms. Whitmer tells the Court that she does not hold any interest
materially adverse to the Debtor or its estate.

                     About Kohrman Jackson

Kohrman, Jackson & Krantz, PLL is a Cleveland-based law firm
representing individuals and companies throughout the United
States.  Founded in 1969, Kohrman Jackson is dedicated to
providing clients with the resources and knowledge needed to solve
their legal issues, including the most sophisticated business
transactions and complex litigation.

                    About Olentangy Commerce

Headquartered in Grandview Heights, Ohio, Olentangy Commerce
Center Limited Partnership owns a warehouse and office site in
Grandview Heights.  The Debtor filed for bankruptcy protection
(Bankr. S.D. Ohio Case No. 05-59249) on May 27, 2005 after
defaulting on a $11.5 million mortgage held by Connecticut General
Life Insurance Co., a major subsidiary of Cigna Corp. Richard T.
Ricketts, Esq., and Michael Bornstein, Esq., at Ricketts Co., LPA
represents the Debtor in its chapter 11 proceedings.  When the
Debtor filed for protection from its creditors, it listed $10 to
$50 million in assets and $10 to $50 million in debts.


ORBIT BRANDS: Plans to Spin Off Two Subsidiaries in Reorganization
------------------------------------------------------------------
Orbit Brands Corporation is planning to spin off subsidiaries
Malibu Beach Beverage Company and SmartVoice Telecommunications,
Inc., as part of its reorganization strategy in its pending
chapter 11 bankruptcy case.  The Company will retain its Malibu
Entertainment Group subsidiary.

The Company plans to pay a stock dividend to its shareholders in
the subsidiaries that it proposes to spin off.  The Company
intends to focus its strengths as a pure play media company with
new projects "BBKO" ("Beats, Bouts and Knockouts") and
"Supermodels of the Rainforest" as near term emerging growth
opportunities.

As the Company plans to procure debtor-in-possession interim
financing in the coming weeks, it is turning its attention to the
preparation of its bankruptcy disclosure statement and plan of
reorganization, which it anticipates filing during the summer of
2005.

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

Three of Orbit Brands' creditors, represented by Simon J. Dunstan,
Esq., at Hughes & Dunstan, LLP, filed an involuntary chapter 11
petition against the company on June 25, 2004 (Bankr. C.D. Calif.,
L.A. Div., Case No. 04-24171.  On Dec. 14, 2004, the Company
consented to entry of an order for relief by filing a voluntary
Chapter 11 petition.  Orbit Brands said that it elected to file
for chapter 11 protection to bring a halt to vexatious litigation
in several states and to protect the interests of shareholders and
legitimate creditors.  

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


OZARK AIR: Chapter 7 Trustee Hires Four Professionals
-----------------------------------------------------
The Honorable Judge Dana L. Rasure of the U.S. Bankruptcy Court
for the Northern District of Okalahoma authorized Patrick J.
Malloy, III, Esq., the Chapter 7 Trustee overseeing the
liquidation of Ozark Air Lines, Inc., dba Great Plains Airlines,
to employ four professionals to count inventory, appraise and
correlate specialized aircraft parts with FAA Certifications.

The Four Professionals are:

   a. Kathy Healy
   b. Gerald Healy
   c. Suzanne Metcalf
   d. Michael Metcalf

Patrick J. Malloy, III, Esq., at Malloy Law Firm, P.C., in Tulsa,
Oklahoma, tells the Court that the specialized aircraft parts have
an estimated value in excess of $50,000.  The correlation of the
parts with FAA Certifications will greatly enhance their value.

Mr. Malloy said that the four experts are competent and qualified
to provide the services.  He also added that the parts inventory
is extensive.  Utilizing all four experts to prepare the inventory
and appraisal will result in a substantial savings in time and
cost to the Estate.

These professionals have agreed to accept $500 each for the
inventory and appraisal.

The Chapter 7 Trustee believes that the four professionals are
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Tulsa, Oklahoma, Ozark Air Lines, Inc. --  
http://www.gpair.com/-- owned an air carrier that served Colorado   
Springs, Albuquerque, Tulsa, Oklahoma City and Nashville.  The
Company filed for chapter 11 protection on January 23, 2004
(Bankr. N.D. Okla. Case No. 04-10361).  The case converted to a
chapter 7 liquidation proceeding on March 11, 2005.  Sidney K.
Swinson, Esq., Jeffrey D. Hassell, Esq., and John D. Dale, Esq.,
at Gable & Gotwals represent the Debtor.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of more than $10 million.  Patrick J. Malloy, III, Esq., is
the Chapter 7 Trustee overseeing the carrier's liquidation.  
Patrick J. Malloy, III, Esq., at Malloy Law Firm, P.C., represents
the Chapter 7 Trustee.


PARKER DRILLING: $180MM Debt Reduction Cues S&P's Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on oil and gas contract driller Parker Drilling Co.
and revised its outlook on the company to stable from negative.

Houston, Texas-based Parker had total debt of about $456 million
as of March 31, 2005.

"The outlook revision reflects the fact that Parker is nearing the
completion of its debt reduction goal, with about $180 million of
its $200 million debt reduction accomplished to date primarily
from proceeds of its planned assets sales," said Standard & Poor's
credit analyst Brian Janiak.

Moreover, Standard & Poor's expects current favorable drilling
market fundamentals to continue through the remainder of 2005,
which should result in the continuing gradual improvement in
Parker's credit protection measures, liquidity, and overall
financial profile and further support the outlook revision to
stable.

The ratings on Parker reflect:

    * the company's high debt leverage despite its recent debt
      reduction and participation in the highly competitive,
      cyclical, and

    * volatile oil and gas contract drilling industry in areas of
      high political risk.

These weaknesses are slightly mitigated by a diversified rig fleet
and adequate near-term liquidity for capital spending and debt
service.


PARKWAY HOSPITAL: Files Chapter 11 Petition in S.D. New York
------------------------------------------------------------
(JazeL)

Parkway Hospital, Inc., filed for chapter 11 protection in the
United States Bankruptcy Court for the Southern District of New
York, Manhattan Division, on July 1, 2005, in order to restructure
its balance sheet.  Although several efforts have been made in
order to make the hospital more profitable, the Debtor is still
experiencing liquidity problems and operating at a loss.

GE HFS Holdings, Inc., holds a first-priority lien against the
Debtor's accounts receivable and certain other assets.  The lien
secures $8.7 million of indebtedness pursuant to a credit
agreement with Heller Healthcare Financial, Inc., as predecessor
in interest to GE.  

                         DIP Financing

The Debtor anticipates obtaining an $8.5 million senior debtor-in-
possession financing from CapitalSource Finance LLC, and a $7.7
million junior DIP loan from Robert J. Aquino, M.D., the Debtor's
current President, CEO & Chairman.  The senior DIP loan will be
secured by a lien on all of the Debtor's assets, including its
accounts receivable, a junior mortgage on a real property, and a
limited personal guaranty of Dr. Aquino.  The proceeds of the
senior DIP loan will be used to satisfy, in part, the Debtor's
obligations to GE and to fund its postpetition working capital.

                     Dr. Aquino's Interest

The Debtor owed $250,000 in wages to Dr. Aquino pursuant to an
employment agreement dated June 25, 2005.  In addition, Dr. Aquino
is the sole owner of Capitol Health Management, Inc., which
provides certain billing and administrative services to the
Debtor, and Lifeco Medical, P.C., which provides certain emergency
room-related services to the Debtor.  Both companies hold
substantial unsecured claims against the Debtor.  Dr. Aquino does
not own an equity interest in the Debtor.  

Dr. Aquino obtained the funds for the junior DIP loan from a
separate and independent entity, Parkway Hospital Associates.   
PHA owns a real property mortgaged to Parkway Equities, LLC, to
secure a $3.6 million loan.   Dr. Aquino gave a personal guarantee
to that loan.
             
Headquartered in Forest Hills, New York, Parkway Hospital, Inc.,
operates a 251-bed proprietary, acute care community hospital
located in Forest Hills, New York.  The Company filed for chapter
11 protection on July 1, 2005 (Bankr. S.D.N.Y. Case No. 05-14876).  
Timothy W. Walsh, Esq., at DLA Piper Rudnick Gray Cary US LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$28,859,000 in total assets and $47,566,000 in total debts.


PARKWAY HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Parkway Hospital, Inc.
        70-35 113th Street
        Forest Hills, New York 11375

Bankruptcy Case No.: 05-14876

Type of Business: The Debtor operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.

Chapter 11 Petition Date: July 1, 2005

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtor's Counsel: Timothy W. Walsh, Esq.
                  DLA Piper Rudnick Gray Cary US LLP
                  1251 Avenue of the Americas
                  New York, New York 10020-1104
                  Tel: (212) 835-6216
                  Fax: (212) 835-6001

Financial Condition as of December 31, 2004:

      Total Assets: $28,859,000

      Total Debts:  $47,566,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
New York's Health & Human        Trade Debt           $8,893,762
Service Union
1199/SEIU, AFL-CIO
310 West 43rd Street
New York, NY 10036

Internal Revenue Service         Tax Claim            $8,100,000
One Lefrak City Plaza
Corona, NY 11368
Attn: Officer M. Davy

Anthony Fullington               Litigation Debt      $1,100,000
c/o Ricard K. Hayes, Esq.
AUSA (Qui Tam)
One Pierrepoint Plaza, 14th Floor
Brooklyn, NY 11201

Patel, Silverman & Chadha, M.D.  Trade Debt             $833,731
c/o Rosen, Preminger &
Bloom, LLP
67 Wall Street
New York, NY 10005

Travelers Life & Annuity Co.     Trust Obligation       $685,176
One Cityplace
Hartford, CT 06112

Cornerstone Management           Trade Debt             $664,603
Associates
100 West 57th Street, Suite 10e
New York, NY 10019


Dr. Chada                        Trade Debt             $660,165
The Pinnacle
112-03 Queens Boulevard
Suite 201
Forest Hills, NY 11375


New York City Water Board        Trade Debt             $605,527
P.O. Box 410
Church Street Station
New York, NY 10001

Posner II                        Litigation Debt        $591,400
c/o Pauline Yoo, Esq.
151 West 30th Street, 11th Floor
New York, NY 10001

Metrocare Ambulance Group        Trade Debt             $569,297
Attn: Facility Building
5811 Foster Avenue
Brooklyn, NY 11234
Attn: Abraham Azar
Tel: (718) 763-8888

Sodexho                          Trade Debt             $473,542
90 Merrick Avenue, Suite 210
East Meadow, NY 11554
Attn: Myles Foley
Tel: (516) 794-9150

HRS                              Trade Debt             $467,076
3 Independence Way, Suite 201
Princeton, NJ 08540

Data Com                         Trade Debt             $339,447
Telecommunications, Inc.
c/o Elias C. Schwartz
343 Great Neck Road
Great Neck, NY 11021

Lifeco Medical                   Trade Debt             $307,279
22-02 Steinway Street
Astoria, NY 11105
Attn: Annemarie
Tel: (718) 423-0808

MBA                                                     $270,000
1289 Bunker Hill Road
Cookeville, TN 38506

Keyspan                          Trade Debt             $244,124
One Metro Tech Center
Attn: Micael D'Agastino
12th Floor
Brooklyn, NY 11201

Special Care Management          Trade Debt             $231,000
4260 Shoreline Drive
Suite 150
Saint Louis, MO 63045

B. Braun                         Trade Debt             $199,396

Caligor                          Trade Debt             $186,480

Marconi-Picker                   Trade Debt             $181,052


PIER ONE: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Pier One On The Sound, LLC
        33 Bayville Avenue
        Bayville, New York 11709

Bankruptcy Case No.: 05-84550

Type of Business: Real Estate.  The Pier One waterfront
                  restaurant operates on the premises.  See
                  http://www.pieronerestaurant.com/

Chapter 11 Petition Date: June 30, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Bruce Weiner, Esq.
                  Rosenberg Musso & Weiner LLP
                  26 Court Street, Suite 2511
                  Brooklyn, New York 11242
                  Tel: (718) 855-6840

Total Assets: $4,000,500

Total Debts:  $3,261,000

Debtor's 4 Largest Unsecured Creditors:

   Entity                       Claim Amount
   ------                       ------------
   Guiseppe Genova                  $931,000
   2119 59th Street
   Brooklyn, NY 11204


   Vincenza Genova                  $850,000
   332 Street Johns Avenue
   Staten Island, NY 10305

   Iammo Bello                      $180,000
   39 East 60th Street
   New York, NY 10022

   Joseph Genova                    $100,000
   6-22nd Street
   Jericho, NY 11753


PRIME MORTGAGE: Fitch Puts Low-B Rating on 2 Certificate Classes
----------------------------------------------------------------
Prime Mortgage Trust's mortgage pass-through certificates, series
2005-2, composed of two groups; Group 1 and Group 2, is rated by
Fitch Ratings:

   Group 1

     -- $118,991,134 classes I-A-1 - I-A-3, I-X, I-PO, I-R-1 and
        I-R-2 senior certificates 'AAA';

     -- $725,555 class I-B-1 'AA';

     -- $544,166 class I-B-2 'A';

     -- $241,851 class I-B-3 'BBB';

     -- $120,925 privately offered class I-B-4 'BB';

     -- $120,925 privately offered class I-B-5 'B'.

The 'AAA' rating on the Group 1 senior certificates reflects the
1.60% subordination provided by the .60% class I-B-1, 0.45% class
I-B-2, 0.20% class I-B-3, 0.10% class I-B-4, 0.10% class I-B-5 and
0.15% class I-B-6 (not rated by Fitch).  Classes I-B-1, I-B-2, I-
B-3, I-B-4 and I-B-5 are rated 'AA', 'A', 'BBB', 'BB' and 'B'
based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and the
primary servicing capabilities of Wells Fargo Bank N.A. (rated
'RPS1' by Fitch).

The Group 1 mortgage loans consists of 15-year fixed-rate mortgage
loans totaling $120,925,951, as of the cut-off date (June 1,
2005), secured by first liens on one-to four- family residential
properties.  The mortgage pool demonstrates an approximate
weighted-average loan-to-value ratio of 61.8%.  The weighted
average FICO credit score is approximately 750.  Cash-out
refinance loans represent 32.23% of the mortgage pool and second
homes 14.2%.  The average loan balance is $544,711.  The three
states that represent the largest portion of mortgage loans are
California (29.61%), New York (13.74%) and Florida (4.92%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at
http://www.fitchratings.com/

SAMI deposited the loans in the trust, which issued the
certificates, representing undivided beneficial ownership in the
trust. For federal income tax purposes, an election will be made
to treat the trust as three separate real estate mortgage
investment conduits.  U.S. Bank National Association will act as
trustee.


QUIKSILVER INC: S&P Rates Proposed $350 Million Notes at BB-
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
corporate credit rating to global lifestyle apparel marketer and
designer Quiksilver Inc.

At the same time, Standard & Poor's assigned its 'BB-' debt rating
to the company's proposed $350 million notes due 2015. Proceeds
will be used to partially finance the previously announced
acquisition of Skis Rossignol S.A.  The above ratings are subject
to Standard & Poor's review of the final documentation.  The
outlook on Huntington Beach, California-based Quiksilver is
stable.

The proposed $350 million notes are rated one notch below the
corporate credit rating, reflecting Standard & Poor's criteria for
notching of holding company debt issues when there is a material
disadvantage due to structural subordination.  In this case,
Standard & Poor's believes there is relatively weaker protection
afforded unsecured holders at the holding company level compared
to operating company creditors, given the amount of priority
obligations existing at the domestic operating company levels.

Quiksilver designs and markets young mens' and womens' casual surf
lifestyle apparel, including boardshorts, t-shirts, tops, skirts,
pants, fleece, jackets, snowboarding wear and related accessories.
The main brands are Quiksilver (for men) and Roxy (for women) and
DC shoes.

The ratings reflect:

    * Quiksilver's participation in a highly competitive
      and very promotional retail environment,

    * its relatively narrow niche focus,

    * the fashion risk inherent in its target market, and

    * the integration risk related to the proposed acquisition of
      Rossignol, which produces winter equipment and hard goods
      and operates primarily in Europe.

The ratings also incorporate:

    * Quiksilver's diverse geographic distribution points,

    * its portfolio of well-recognized lifestyle brands with a
      loyal following,

    * its success at building a lifestyle brand with universal
      appeal from the 'grassroots" level, and

    * its expansion into international and non-core businesses.


REHOBOTH MCKINLEY: Material Losses Cue Fitch to Lower Ratings
-------------------------------------------------------------
Fitch Ratings has downgraded the rating on $3.7 million of
outstanding New Mexico Hospital Equipment Loan Council hospital
facility improvement and refunding revenue bonds (Rehoboth
McKinley Christian Hospital Project), series 1996, to 'B-' from
'BB+'.  The hospital also has $3.1 million of outstanding
variable-rate demand bonds issued in 2000, which Fitch was not
asked to rate.  The series 1996 bonds remain on Rating Watch
Negative.

Since the last rating action on May 12, 2005, Rehoboth McKinley
Christian Hospital (Rehoboth) has provided Fitch with its latest
interim financials, which contain material operating losses and
revised accounting methodologies.  Through the nine months ended
May 31, 2005, Rehoboth posted an operating margin of negative 22%
(loss of $9.6 million), which resulted in maximum annual debt
service coverage by EBITDA of negative 5.1 times (x).  

Historically weak financial controls and inaccurate reporting led
to the new chief financial officer's decision in March 2005 to
completely change the hospital's method for calculating allowances
for accounts receivable and bad debt.  Approximately $6 million of
accounts receivable was written off, which resulted in a
corresponding increase in contractual allowances on the income
statement.  Losses combined with a reserve for a third-party
settlement have led to precariously low liquidity levels
(unrestricted cash and investments of $1.9 million) with 10.6 days
cash on hand, a cushion ratio of 1.0x, and cash to debt of 30.1%
at May 31, 2005.

With the significant losses through the nine months ended May 31,
2005, Fitch expects Rehoboth to have a rate covenant violation for
fiscal 2005.  Under the bond indenture, if Rehoboth is unable to
maintain a MADS coverage ratio of at least 1.15x, the hospital
will have to hire and follow the recommendations of an independent
consultant and will have up to 60 days to remedy the covenant
violation.  While management believes the hospital will be able to
meet current debt service obligations, failure to make any payment
of principle or interest when they become due is an event of
default.  This may result in an acceleration of principle payments
on the bonds to become due and payable immediately.

Rehoboth's situation is further pressured by its outstanding VRDBs
that are backed by an irrevocable letter of credit provided by
Wells Fargo Bank, which expires in October 2005.  Under the terms
of the reimbursement agreement, Rehoboth is in violation of
various covenants that may result in remedies by the bank, which
include the acceleration of payments on the VRDBs.  Management has
indicated to Fitch that the hospital is currently in discussions
with the bank on a possible extension of the LOC agreement.

Additional concerns include the reliability of Rehoboth's
financial statements and continued turnover in the finance
department.  Fitch has yet to receive Rehoboth's fiscal 2004
audited financial statement, which was required to be filed with
the bond trustee by Feb. 1, 2005.  Management has indicated that
the 2004 audit should be available in the coming weeks and will
include significant accounting adjustments.

Management expects an operating loss of approximately $3.5 million
for fiscal 2004 (the previous draft of the audited financial
statements had indicated an operating gain of $1 million).  Fitch
notes that a new CFO started in May 2005 and has since implemented
initiatives to overhaul the hospital's billing processes, charge
master, and revenue cycle management. The CFO also has been more
receptive in providing Fitch with ongoing disclosure and updates.

The bonds will remain on Rating Watch Negative until Rehoboth is
able to implement initiatives to stabilize the hospital's
operating performance.  Management has set a target to have the
hospital breakeven from operations by fiscal 2006.  Most
importantly, it remains to be seen what actions will be taken by
the bank and the bond trustee on behalf of bondholders due to
Rehoboth's current financial condition. Fitch will continue to
monitor the situation closely.

Located in Gallup, NM, approximately 137 miles west of
Albuquerque, Rehoboth McKinley Christian Hospital is a sole
community provider with 113 staffed beds.  Rehoboth had total
operating revenue of approximately $67 million in fiscal 2004.  
Continuing disclosure to bondholders from the series 1996 bond
issuance consists of only annual financial information submitted
to the nationally recognized municipal information repositories
through the bond trustee within 150 days, which Fitch views
negatively. Disclosure to Fitch has historically been weak.


RESIDENTIAL ACCREDIT: Fitch Puts BB & B Ratings on Class B Certs.
-----------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc.'s mortgage pass-
through certificates, series 2005-QS7:

    -- $350,554,315 classes A-1 - A-7, CB, A-P, A-V, R-I, and R-II
       certificates senior certificates 'AAA';

    -- $9,619,500 class M-1 'AA';

    -- $3,329,900 class M-2 'A';

    -- $1,849,900 class M-3 'BBB';

Fitch also rates these privately offered subordinate certificates:

    -- $1,849,900 class B-1 'BB';

    -- $1,110,000 class B-2 'B'.

Fitch does not rate the $1,665,647 class B-3 certificates.

The 'AAA' rating on the senior certificates reflects the 5.25%
subordination provided by the 2.60% class M-1, 0.90% class M-2,
0.50% class M-3, privately offered 0.50% class B-1, 0.30%
privately offered class B-2 and 0.45% privately offered class B-3.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Residential Funding
Corp.'s servicing capabilities (rated 'RMS1' by Fitch) as master
servicer.

The certificates are collateralized by two loan groups.  As of the
cut-off date (June 1, 2005), the mortgage pool consists of 1,935
conventional, fully amortizing, 30-year fixed-rate, mortgage loans
secured by first liens on one- to four-family residential
properties with an aggregate principal balance of $369,979,162.

Loan Group I is composed of 1,223 mortgage loans with an aggregate
principle balance of $264,369,993.  The mortgage pool has a
weighted average original loan-to-value ratio of 76.99%.  The pool
has a weighted average FICO score of 722, and approximately 50.4%
and 6.92% of the mortgage loans possess FICO scores greater than
or equal to 720 and less than 660, respectively.  Equity refinance
loans account for 21.24%, and second homes account for 2.72%.  The
average loan balance of the loans in the pool is $216,165.  The
three states that represent the largest portion of the loans in
the pool are California (25.97%), Florida (9.95%) and Virginia
(5.96%).

Loan Group II is composed of 712 mortgage loans with an aggregate
principle balance of $105,609,169.  The mortgage pool has a
weighted average OLTV of 77.1%.  The pool has a weighted average
FICO score of 722, and approximately 48.61% and 5.26% of the
mortgage loans possess FICO scores greater than or equal to 720
and less than 660, respectively.  Equity refinance loans account
for 23.90%, and second homes account for 3.68%.  The average loan
balance of the loans in the pool is $148,327.  The three states
that represent the largest portion of the loans in the pool are
Florida (13.19%), California (12.72%) and Texas (7.54%).

All of the group I loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of 21% of the group I loans, which were
purchased by the depositor from HomeComings Financial Network,
Inc., or HomeComings, a wholly-owned subsidiary of the master
servicer.

Approximately 14.5% and 11.6% of the group I loans were purchased
from National City Mortgage Company and CTX Mortgage Company, LLC,
respectively, each unaffiliated sellers.  Except as described in
the preceding sentence, no unaffiliated seller sold more than 9.8%
of the group I loans to Residential Funding.  Approximately 71.1%
of the group I loans are being or will be subserviced by
HomeComings.

All of the group II loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of 20.6% of the group II loans, which were
purchased by the depositor from HomeComings, a wholly-owned
subsidiary of the master servicer.  Approximately 20.9% and 19.5%
of the group II loans were purchased from CTX Mortgage Company,
LLC and National City Mortgage Company, respectively, each
unaffiliated sellers.  Except as described in the preceding
sentence, no unaffiliated seller sold more than 6.4% of the group
II loans to Residential Funding.  Approximately 68.0% of the group
II loans are being or will be subserviced by HomeComings.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
(1) 'high-cost' or 'covered' loans or (2) any other similar
designation if the law imposes greater restrictions or additional
legal liability for residential mortgage loans with high interest
rates, points and/or fees.  For additional information on Fitch's
rating criteria regarding predatory lending legislation, please
see the press release issued May 1, 2003 entitled 'Fitch Revises
Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings web site at
http://www.fitchratings.com/.

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program).  Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property; the absence of income verification;
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit.  In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as two real
estate mortgage investment conduits.


RESIDENTIAL ACCREDIT: Fitch Puts Low-B Rating on Class B Certs.  
---------------------------------------------------------------  
Fitch rates Residential Accredit Loans, Inc.'s mortgage pass-
through certificates, series 2005-QS8:

     -- $101,312,595 classes A-1, A-P, A-V and R certificates
        senior certificates 'AAA';

     -- $1,822,000 class M-1 'AA';

     -- $208,100 class M-2 'A';

     -- $312,200 class M-3 'BBB'.

Fitch also rates the privately offered subordinate certificates
listed below:

     -- $156,100 class B-1 'BB';

     -- $104,100 class B-2 'B'.

Fitch does not rate the $156,160 class B-3 certificates.

The 'AAA' rating on the senior certificates reflects the 2.65%
subordination provided by the 1.75% class M-1, 0.20% class M-2,
0.30% class M-3, privately offered 0.15% class B-1, 0.10%
privately offered class B-2 and 0.15% privately offered class B-3.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Residential Funding
Corp.'s servicing capabilities (rated 'RMS1' by Fitch) as master
servicer.

As of the cut-off date (June 1, 2005), the mortgage pool consists
of 633 conventional, fully amortizing, 15-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$104,071,255.

The mortgage pool has a weighted average original loan-to-value
ratio of 66.19%.  The pool has a weighted average FICO score of
725, and approximately 51.09% and 3.74% of the mortgage loans
possess FICO scores greater than or equal to 720 and less than
660, respectively.  Equity refinance loans account for 52.50%, and
second homes account for 4.99%.  The average loan balance of the
loans in the pool is $164,410.  The three states that represent
the largest portion of the loans in the pool are California
(17.14%), Florida (8.92%) and Texas (7.29%).

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of 29.4% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly-owned
subsidiary of the master servicer.

Approximately 26.9% of the mortgage loans were purchased from and
are being subserviced by National City Mortgage Company.  Except
as described in the preceding sentence, no unaffiliated seller
sold more than 6.3% of the mortgage loans to Residential Funding.  
54% of the mortgage loans are being subserviced by HomeComings
Financial Network, Inc.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994. Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
(1) 'high-cost' or 'covered' loans or (2) any other similar
designation if the law imposes greater restrictions or additional
legal liability for residential mortgage loans with high interest
rates, points and/or fees.

For additional information on Fitch's rating criteria regarding
predatory lending legislation, please see the press release issued
May 1, 2003 entitled 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation', available on the Fitch Ratings web
site at http://www.fitchratings.com/.

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program).  Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property; the absence of income verification;
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit.  In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as a real estate
mortgage investment conduit.


RESIDENTIAL ACCREDIT: Fitch Rates 2 Class B Certs. at Low-B   
-----------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc.'s mortgage pass-
through certificates, series 2005-QS9:

     -- $352,799,664 classes A-1 - A-9, A-P, A-V, R-I, and R-II
        certificates senior certificates 'AAA';

     -- $8,347,700 class M-1 'AA';

     -- $3,338,800 class M-2 'A';

     -- $1,854,900 class M-3 'BBB'.

Fitch also rates these privately offered subordinate certificates:

     -- $1,854,900 class B-1 'BB';

     -- $1,112,900 class B-2 'B'.

Fitch does not rate the $1,669,496 class B-3 certificates.

The 'AAA' rating on the senior certificates reflects the 4.90%
subordination provided by the 2.25% class M-1, 0.90% class M-2,
0.50% class M-3, privately offered 0.50% class B-1, 0.30%
privately offered class B-2 and 0.45% privately offered class B-3.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Residential Funding
Corp.'s servicing capabilities (rated 'RMS1' by Fitch) as master
servicer.

As of the cut-off date (June 1, 2005), the mortgage pool consists
of 1,995 conventional, fully amortizing, 30-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$370,978,359.

The mortgage pool has a weighted average original loan-to-value
ratio of 76.55%.  The pool has a weighted average FICO score of
722, and approximately 50.75% and 4.26% of the mortgage loans
possess FICO scores greater than or equal to 720 and less than
660, respectively.  Equity refinance loans account for 24.93%, and
second homes account for 2.34%.  The average loan balance of the
loans in the pool is $185,954.  The three states that represent
the largest portion of the loans in the pool are California
(21.02%), Florida (11.46%) and Texas (8.80%).

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of 20.6% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly-owned
subsidiary of the master servicer.

Approximately 21.5% and 10.7% of the mortgage loans were purchased
from National City Mortgage Company and CTX Mortgage Company, LLC,
respectively, each an unaffiliated seller.  Except as described in
the preceding sentence, no unaffiliated seller sold more than 8.7%
of the mortgage loans to Residential Funding.  Approximately 24.7%
of the mortgage loans are being subserviced by National City
Mortgage Company, an unaffiliated servicer and 64.6% of the
mortgage loans are being subserviced by HomeComings Financial
Network, Inc.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994. Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
(1) 'high-cost' or 'covered' loans or (2) any other similar
designation if the law imposes greater restrictions or additional
legal liability for residential mortgage loans with high interest
rates, points and/or fees.

For additional information on Fitch's rating criteria regarding
predatory lending legislation, please see the press release issued
May 1, 2003 entitled 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation', available on the Fitch Ratings web
site at http://www.fitchratings.com/

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program).  Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property; the absence of income verification;
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit.  In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as two real
estate mortgage investment conduits.


RLC INDUSTRIES: Moody's Upgrades $600MM Bank & Bond Ratings to Ba3
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of RLC Industries
Co. as:

Ratings upgraded:

   * Corporate family rating upgraded to Ba3 from B1

   * Issuer rating upgraded to B2 from B3

   * $250 million gtd senior secured revolving credit facility
     upgraded to Ba3 from B1

   * $350 million gtd senior secured term loan B upgraded to Ba3
     from B1

The outlook for the ratings is stable.

The ratings upgrade reflects:

   * RLC's stronger credit metrics, which are reflective of
     improved operating performance;

   * stronger cash flows; and

   * lower debt levels.

The ratings also consider:

   * the significant asset value of RLC's timberlands;
   * a strategy of moving towards a more value-added product mix;
   * a continued focus on cost reduction; and
   * reasonable liquidity.  

However, the ratings also reflect:

   * the commodity focus of RLC's product mix and the challenges
     of moving towards a greater percentage of value-added
     products;

   * significant competitive pressures from market leaders with
     substantially greater scale and capital resources; and

   * the potential for capital outlays or distributions over the
     intermediate term.

In addition, the ratings reflect RLC's concentrated ownership and
board of directors, and relatively weak corporate governance.

Over the past 12 to 18 months RLC benefited from increased demand
and improved pricing for most of its products, predominantly
plywood.  For the twelve months ending March 31, 2005, the company
generated EBITDDA of approximately $280 million and free cash flow
of about $170 million, which enabled it to reduce outstanding debt
by approximately $170 million.

As a result, RLC has been able to generate strong credit metrics,
with leverage on an EBITDDA to total debt basis of less than 1.5x,
interest coverage exceeding 11.0x, and retained cash flow (before
working capital) to total debt of over 65%.  In addition,
liquidity remained adequate with availability of over $200 million
under its revolving credit facility and the expectation that the
company will remain free cash flow positive.

Despite these improvements, the company's sales remain focused on
commodity type products such as plywood, particleboard, woodchips,
and lumber, leaving the company's operating performance subject to
the cyclical nature of these products.  Although plywood has
benefited from increased demand of late, substitution by oriented
strand board will continue to erode its position in the market
over time.  Moody's believes that RLC will continue to be subject
to the volatility of market prices and industry demand and
although the company is currently increasing its focus toward more
value-added higher margin products, such as medium density overlay
and engineered wood products, the process will take time.

In addition, competitive pressures from companies that manufacture
similar products such as plywood and particleboard as well as
engineered lumber products will continue to impact RLC.  These
companies tend to be market leaders that are much larger in scale,
and that have a greater breadth of products.  In addition, many
benefit from greater sources of liquidity including timberlands,
non-strategic assets and market access.

The ratings benefit from the sizeable asset value of RLC's
timberlands (738,000 acres), which have been appraised for over
$1.0 billion.  Also considered are the various cost savings
currently in place as part of RLC's restructuring in 2003.  As
part of the restructuring, RLC idled various high cost
manufacturing facilities, reduced staffing and realigned its
product mix.  As a result of its efforts, management estimates
annualized cost savings of approximately $31 million.

In addition, liquidity should be adequate with full availability
under its bank revolver after incorporating covenant restrictions
and no significant near term debt maturities.  However, liquidity
may decline if the Hallie Ford assets (which consist of non-voting
stock of RLC and various forest properties) become available.
Although the potential acquisition of the forest assets would
represent tangible value, the RLC stock would most likely result
in a direct use of cash with no tangible benefit to the company.

RLC is a holding company with no assets or operations of its own
and has been organized as a sub-chapter S corporation for various
tax reasons.  RLC is also a privately owned company with all
voting and non-voting stock held by members of the Ford family and
through various legal trusts (FBO the Ford family), and all voting
stock is currently owned by Allyn C. Ford, RLC's president and
chairman.  Although management recently changed the composition of
its board of directors the company has not yet established an
audit or compensation committee.

To date the company has been successful in minimizing its tax
liability and maximizing shareholder value through various
structures and accounting initiatives including the sub-chapter S
structure and a unique depletion method (property specific method)
for timberlands.  However, as a result of these strategies the
company has also paid distributions to its shareholders to reduce
the shareholder's tax burden.  Moody's anticipates additional tax
distributions going forward, although the amount and timing of
distributions are uncertain, and will be governed by the bank
agreement.

The stable outlook reflects the company's improved credit metrics,
lower debt levels, substantial asset value and adequate liquidity
as well as Moody's belief that management will continue to focus
on increasing the percentage of value-added products and further
cost reduction.  The stable outlook also incorporates the
expectation that the acquisition of the Hallie Ford assets
(timberlands and stock) will not result in a material
deterioration in credit metrics, liquidity or asset values.

Factors that could positively impact the ratings and/or outlook
would be:

   * continued improvement in operating performance;

   * a greater percentage of revenues derived from more value-
     added products; and

   * further debt reduction below current levels on a sustained
     basis.

However, factors that are likely to restrict future ratings
improvement are the company's concentrated ownership, relatively
aggressive tax strategy and policies, and weak corporate
governance.

Events that would negatively pressure the ratings include:

   * deterioration in operating performance;
   * debt financed acquisition; or
   * sizeable capital outlay.

RLC Industries Co., headquartered in Dillard, Oregon, is an
integrated forest products company engaged in the growing and
harvesting of timber and the manufacturing of wood products,
including:

   * lumber,
   * plywood,
   * veneer,
   * particleboard,
   * specialty panels,
   * laminated veneer lumber,
   * I-joists, and
   * pulp chips.


SALTON INC: Angelo Gordon Inks Pact for Private Debt Exchange
-------------------------------------------------------------
Salton, Inc. (OTC: SFP) entered into an agreement in principle
with Angelo, Gordon & Co., L.P., as discretionary investment
manager for and on behalf of certain investment funds and accounts
which beneficially own approximately $41.3 million or 33% of
Salton's outstanding 10-3/4% Senior Subordinated Notes due
Dec. 15, 2005, to participate in a private debt exchange offer for
the outstanding 2005 Notes and the outstanding 12-1/4% Senior
subordinated notes due April 15, 2008.  

A full-text copy of Salton's Agreement with Angelo Gordon is
available at no charge at http://ResearchArchives.com/t/s?49

Under the terms of the exchange offer, which would be made
available to qualified holders of 2005 Notes and, subject to
proration, 2008 Notes, tendering holders would receive in exchange
for the 2005 Notes and/or 2008 Notes an aggregate principal amount
of new notes under a Salton second lien credit facility as
follows:

   -- with respect to tendered 2005 Notes, the exchange ratio will
      range from 0.60 to 0.675 depending on the aggregate
      principal amount of the 2005 Notes tendered in the Exchange
      Offer.  The exchange ratio will be the sum of (a) 0.60 and
      (b) the Incremental 2005 Note Participation Percentage.

      The "Incremental 2005 Note Participation Percentage" will be
      the product of:

          (a) 0.075 multiplied by

          (b) the ratio of:

              (x) the amount, if any, by which the aggregate
                  amount of 2005 Notes tendered in the exchange
                  offer exceeds $75 million, over

              (y) $50 million; provided that if the aggregate
                  principal amountof 2005 Notes tendered for
                  exchange does not exceed $75 million, the
                  Incremental 2005 Note Participation Amount will
                  be zero.

   -- with respect to tendered 2008 Notes, the exchange ratio will
      be 0.60.

The maximum aggregate principal amount of new notes to be issued
under the second lien credit facility in the exchange offer would
not exceed $110 million.  The second lien credit facility would
mature on Jan. 15, 2008 and would bear interest at LIBOR plus 7%,
payable semi-annually in cash.

In addition, for each $1,000 of new notes issued to a holder of
2005 Notes and/or 2008 Notes in the exchange offer, such holder
would also receive:

   -- 1.3636 shares of Series C Preferred Stock with a liquidation
      preference equal to $100.00 (the aggregate number of shares
      of the Series C Preferred Stock to be issued if the maximum
      of $110 million of new notes are issued in the exchange
      offer would be 150,000 with an aggregate liquidation
      preference of $15 million); provided that fractional shares
      would be paid in cash.  The Series C Preferred Stock would:

        (i) rank on parity with the Series A Voting Convertible
            Preferred Stock and senior to the Series B Junior
            Participating Preferred Stock;
  
       (ii) be non-dividend bearing and non-voting (except as
            required under Delaware law);

      (iii) be redeemable by the holders upon a change of control
            at the liquidation preference plus a rate of 5% per
            annum compounded annually on each anniversary of the
            issuance date; and

       (iv) be redeemable by Salton at the face amount on the
            fifth anniversary of the issuance date.

   -- 20.58 shares of Common Stock (the aggregate number of shares
      of Common Stock to be issued if the maximum of $110 million
      of new notes are issued in the exchange offer would be
      2,263,880); provided that fractional shares would be paid in
      cash.  The shares of Common Stock would be subject to a
      registration rights agreement with Salton.

Upon the closing of the exchange offer, a new independent board
member designated by the holders of a majority of the Notes
tendered would be added to Salton's Board of Directors, which
board member would be reasonably acceptable to the existing Board
of Directors of Salton.

In connection with the exchange offer, each tendering holder of
2005 Notes would consent to an amendment to the indenture
governing the 2005 Notes to remove substantially all of the
covenants set forth in such indenture.

The closing of the exchange offer is subject to various
conditions, including:

   -- all documentation necessary to consummate the exchange offer
      being acceptable to Angelo Gordon;

   -- holders of at least $75,000,000 of aggregate principal
      amount of the 2005 Notes participating in the exchange
      offer;

   -- the execution by the senior lenders of an amendment to
      Salton's senior secured credit facility to, among other
      things, permit the exchange offer; and

   -- the execution by the indenture trustee of the amendment to
      the indenture governing the 2005 Notes.

There can be no assurance that these conditions will be satisfied,
that the exchange offer will be consummated or, if consummated,
the exchange offer will reflect the foregoing terms.

None of the securities proposed to be issued in connection with
the exchange offer (including the new notes and shares referenced
herein or in the term sheet attached to the agreement with Angelo
Gordon, which is attached as an exhibit to the Form 8-K described
below) have been registered under the Securities Act of 1933, as
amended, 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, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.  The Company will file shortly after the
issuance of this press release a Form 8-K with the Securities and
Exchange Commission, including the agreement with Angelo Gordon,
as well as the principal terms of the exchange offer and this
press release as exhibits thereto.  

       Ad Hoc Noteholders Committee Opposes Proposed Swap

An ad hoc committee of Salton noteholders, comprised of certain
holders of the Company's:

   -- 10-3/4% Senior Subordinated Notes due 2005 and
   -- 12-1/4% Senior Subordinated Notes due 2008,

has concluded that the terms of the Company's proposed exchange
offer are unacceptable and not in the best interests of the 2005
and 2008 Notes.

The Committee has advised representatives of the Company that the
terms of the proposed exchange offer:

   -- contemplate an inappropriate transfer of value from arms-
      length creditors to equity holders, including insiders, for
      less than fair consideration;

   -- is detrimental to the interests and recoveries of all
      creditors, including all noteholders; and

   -- represents, at best, a "band-aid" approach to the Company's
      compelling need for a comprehensive restructuring.

As a result, the Committee believes that all creditors, including:

   -- senior creditors;

   -- holders of the 2005 Notes who have, to date, indicated a
      willingness to support the proposal; and

   -- all other creditors,

should oppose the exchange offer and seek terms that:

   -- are fair;
   -- will provide reasonable compensation to creditors; and
   -- which do not use coercion to provide a windfall to equity
      holders.

The Committee said that all creditors should, and are encouraged
to, oppose the exchange offer as presently formulated.  The
Committee is seeking to meet with the Company to renegotiate the
terms of the exchange offer and welcomes the participation of all
creditors in such effort.

On June 15, 2005, Salton failed to make an interest payment on its
2005 Notes.  The Committee has retained Fried, Frank, Harris,
Shriver & Jacobson LLP as its legal counsel and Chanin Capital
Partners as its financial advisor.

Creditors who would like more information are encouraged to
contact Griffith Lee of Chanin Capital Partners at 310-445-4010.
For media inquiries, please contact Lisa Gonzalez at Chanin
Capital Partners at (212) 758-2629.

Salton, Inc., designs, markets and distributes branded, high
quality small appliances, electronics, home decor and personal
care products.  Its product mix includes a broad range of small
kitchen and home appliances, electronics for the home, tabletop
products, time products, lighting products, picture frames and
personal care and wellness products.  The company sells its
products under a portfolio of well recognized brand names such
as Salton(R), George Foreman(R), Westinghouse (TM),
Toastmaster(R), Mellitta(R), Russell Hobbs(R), Farberware(R),
Ingraham(R) and Stiffel(R).  It believes its strong market
position results from its well-known brand names, high quality and
innovative products, strong relationships with its customers base
and its focused outsourcing strategy.

                        *     *     *

As reported in the Troubled Company Reporter on June 17, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Salton Inc. to 'D' from 'CCC'.  At the same time,
Salton's subordinated debt rating was lowered to 'D' from 'CC'.

These actions reflect the announcement by Lake Forest, Illinois-
based Salton that it will not make its interest payment due
June 15, 2005, on its senior subordinated notes that mature on
Dec. 15, 2005.


SALTON INC: SunTrust Replaces Wells Fargo as Indentures Trustee
---------------------------------------------------------------
Salton, Inc. (OTC: SFP) disclosed that Wells Fargo Bank, National
Association, resigned as trustee, agent and paying agent under the
2005 Indenture dated Dec. 16, 1998, and the 2008 Indenture dated
Apr. 23, 2001.  The resignation, which the Company accepted, took
effect on June 27, 2005.

Pursuant to the indentures, Salton issued its 10-3/4% Senior
Subordinated Notes Due 2005 and 12-1/4% Senior Subordinated Notes
Due 2008.  The Company appointed SunTrust Bank, a national banking
association, to succeed Wells Fargo under the Indentures effective
June 27, 2005.  SunTrust accepted the appointment and will act, on
behalf of the holders of the Notes, as trustee, agent and paying
agent.

The Successor Trustee can be reached at:

          SunTrust Bank
          777 Brickell Avenue, 2nd Floor
          Miami, Florida 33131
          Attn: Catherine S. Krug
          Fax:  305-579-7023
          Tel:  305-579-7475

Salton, Inc., designs, markets and distributes branded, high
quality small appliances, electronics, home decor and personal
care products.  Its product mix includes a broad range of small
kitchen and home appliances, electronics for the home, tabletop
products, time products, lighting products, picture frames and
personal care and wellness products.  The company sells its
products under a portfolio of well recognized brand names such
as Salton(R), George Foreman(R), Westinghouse (TM),
Toastmaster(R), Mellitta(R), Russell Hobbs(R), Farberware(R),
Ingraham(R) and Stiffel(R).  It believes its strong market
position results from its well-known brand names, high quality and
innovative products, strong relationships with its customers base
and its focused outsourcing strategy.

                        *     *     *

As reported in the Troubled Company Reporter on June 17, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Salton Inc. to 'D' from 'CCC'.  At the same time,
Salton's subordinated debt rating was lowered to 'D' from 'CC'.

These actions reflect the announcement by Lake Forest, Illinois-
based Salton that it will not make its interest payment due
June 15, 2005, on its senior subordinated notes that mature on
Dec. 15, 2005.


SALTON INC: Restating Financial Reports to Reclassify Pref. Stock
-----------------------------------------------------------------
Salton, Inc. (OTC: SFP) and the Audit Committee of the Board of
Directors, in consultation with the Company's independent
registered public accounting firm, Deloitte & Touche LLP, will
restate its financial statements for the fiscal quarters ended
Oct. 2, 2004, Jan. 1, 2005 and April 2, 2005, and for the fiscal
years ended July 3, 2004, June 28, 2003 and June 29, 2002.

Subsequent to the issuance of the Company's consolidated financial
statements for the fiscal quarter ended April 2, 2005, the Company
determined that its Series A convertible preferred stock should be
classified outside of permanent equity because the redemption of
the Series A convertible preferred stock in shares of common stock
is outside of the Company's control.  The restatement to
reclassify the Series A convertible preferred shares will have no
effect on the Company's previously reported net income, earnings
per share or cash flows.  Current and historic debt covenants were
also unaffected.

Salton, Inc., designs, markets and distributes branded, high
quality small appliances, electronics, home decor and personal
care products.  Its product mix includes a broad range of small
kitchen and home appliances, electronics for the home, tabletop
products, time products, lighting products, picture frames and
personal care and wellness products.  The company sells its
products under a portfolio of well recognized brand names such
as Salton(R), George Foreman(R), Westinghouse (TM),
Toastmaster(R), Mellitta(R), Russell Hobbs(R), Farberware(R),
Ingraham(R) and Stiffel(R).  It believes its strong market
position results from its well-known brand names, high quality and
innovative products, strong relationships with its customers base
and its focused outsourcing strategy.

                        *     *     *

As reported in the Troubled Company Reporter on June 17, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Salton Inc. to 'D' from 'CCC'.  At the same time,
Salton's subordinated debt rating was lowered to 'D' from 'CC'.

These actions reflect the announcement by Lake Forest, Illinois-
based Salton that it will not make its interest payment due
June 15, 2005, on its senior subordinated notes that mature on
Dec. 15, 2005.


SBC COMMUNICATIONS: Applauds Stockholder Vote on AT&T Merger
------------------------------------------------------------
SBC Communications Inc. (NYSE: SBC) Chairman and Chief Executive
Officer Edward E. Whitacre, Jr., congratulated AT&T stockholders
on their vote in favor of the merger of the two companies.  The
stockholder action came during the AT&T annual meeting in Denver.

"We applaud AT&T stockholders for the strong message they are
sending about the need for more vibrant competition and customer
choice in the communications marketplace," said Mr. Whitacre.  
"The combination of SBC and AT&T will speed the delivery of new
technologies to customers and is a logical step in assuring
America's role as a leader in global communications."

The merger will put to best use the strengths of both companies by
bringing together SBC's expertise in serving consumer and small
business customers with AT&T's leadership in providing voice and
data services to large business customers.

These complementary sets of strengths will help enable a host of
new technologies and services to consumers and businesses, and
enhance customer choice.

In addition to AT&T stockholder approval, merger clearances
continue at a strong pace on the state level.  The companies have
cleared regulatory hurdles in 25 states and in the District of
Columbia.  Eleven states with notice requirements or approval
authority remain to be completed.  As well, federal and
international reviews are underway.

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

SBC Communications Inc. -- http://www.sbc.com/-- is a Fortune 50  
company whose subsidiaries, operating under the SBC brand, provide
a full range of voice, data, networking, e-business, directory
publishing and advertising, and related services to businesses,
consumers and other telecommunications providers.  SBC holds a 60
percent ownership interest in Cingular Wireless, which serves more
than 50.4 million wireless customers.  SBC companies provide high-
speed DSL Internet access lines to more American consumers than
any other provider and are among the nation's leading providers of
Internet services.  SBC companies also now offer satellite TV
service.
  
                         *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2005,
Fitch Ratings has placed the 'A+' senior unsecured debt rating of
SBC Communications, Inc. on Rating Watch Negative and placed the
'BB+' senior unsecured debt rating of AT&T Corp. on Rating Watch
Positive following the announcement of SBC's proposed acquisition
of AT&T for approximately $15 billion in SBC common stock and the
assumption of approximately $6 billion of net debt.


SHAW GROUP: Moody's Rates $450 Mil. Sr. Secured Facility at Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to The Shaw
Group Inc.'s $450 million senior secured bank credit facility.  
In addition, Moody's has upgraded the company's corporate family
rating (formerly senior implied rating) to Ba2 from Ba3.  The
ratings outlook has been changed to positive following the
company's raising of approximately $260 million in net equity
proceeds to tender for its $250 million 10.75% senior unsecured
notes.

At this time, Moody's has withdrawn the ratings on the company's
senior unsecured notes, with only $15 million in notes not
tendered, and the $300 million senior secured credit facility,
which has been replaced by the new $450 million facility.  This
concludes the review for possible upgrade Moody's initiated on
April 7, 2005 upon the company's announcement of its equity
offering to tender for its outstanding senior unsecured notes.

The Ba2 ratings are supported by Moody's belief that Shaw's
recently-improving operating performance and competitive position
is sustainable due to a robust backlog of engineering, procurement
and construction projects in the energy and chemicals industries
and government and environmental markets.  The Ba2 also considers
that the company has begun to generate free cash flow for the
first time since fiscal 2002, has little financial leverage, and
now maintains a strong and flexible balance sheet, given the
nominal amount of funded debt outstanding, making the company a
more attractive counterparty for its customers with large,
financially-complex construction projects.

In addition, the company has a solid reputation resulting from its
engineering capabilities, technology and procurement expertise in
the energy and chemicals markets with a relatively small number of
adept competitors.

The Ba2 ratings also reflect:

   * Moody's belief there is little prospect of increased
     operating margin expansion due to the primary use of fixed
     cost contracts, with the potential for cost overruns, and
     cost plus margin contracts;

   * anticipated operating profit volatility due to the
     contractual nature of the companies business (the company has
     slightly less that two years business backlog);

   * quality of earnings issues relative to non-recurring reserve
     reversals and revenue from favorable dispute settlement
     claims, although these have largely subsided over the last
     year;

   * the company's exposure to customer concentration in cyclical
     energy and chemicals markets; and

   * an ongoing SEC investigation.

The positive outlook is predicated upon Moody's belief that should
the recent trend in improving pro forma credit metrics and ratios
continue the company's credit ratings could be further upgraded.

Over the next 12-18 months, Moody's expects the company will
experience substantial revenue and cash flow growth particularly
as high oil & gas prices drive demand for coal, nuclear and
alternative energy sources, increased federal clean-air
requirements, and the robust pace of expansion of international
chemicals production facilities, particularly in the Middle East
and China.

Specifically, Moody's could upgrade Shaw's ratings if the company
achieves and maintains adjusted debt-to-EBITDA of less than 2.0x,
free cash flow-to-EBITDA of 35%, and free cash flow-to-adjusted
debt of approximately 20%.  For the last 12 months ending February
28, 2005, without taking into consideration the tender offer for
the senior unsecured notes and the resulting reduction in
$25 million in interest expense, the company had 3.1x adjusted
debt-to-EBITDA, approximately 35% free cash flow-to-EBITDA, and
15% free cash flow-to-total debt.  While the company has retired
virtually all funded, long-term debt, leaving approximately
$45 million in long- and short-term debt outstanding, Moody's
metrics are calculated on the company's pro-forma capital
structure, with particular emphasis on adjusted debt levels, which
in addition to funded debt take into consideration unfunded
pension liabilities and the capitalization of operating leases,
and adjusted EBITDA and free cash flow.

While Moody's does not currently perceive any prospects for a
rating downgrade, the company's rating could come under pressure
if the company's $5.1 billion backlog, as of February 28, 2005,
were to contract meaningfully resulting in double digit annual
percentage revenue declines and EBIT margins below 2.0%.

Moody's believes that Shaw's new $450 million senior secured
credit facility will provide the company with ample alternate
liquidity given that it will primarily be utilized for performance
letters of credit, of which there were nearly $250 million
outstanding as of February 28, 2005, and up to $200 million can be
utilized for working capital or for financial letters of credit.

However, Moody's expects the company will not have a significant
need to fund working capital with the revolver except possibly for
week-to-week working capital on the Astoria power project, for
which the company is reimbursed from restricted cash balances,
which stood at a significant $122 million as of the end of the 2nd
fiscal quarter.  These working capital reimbursements flow through
the investing section on the FAS 95 cash flow statement rather
than cash flow from operating activities.  While the facility will
contain fairly unrestrictive financial covenants, including a
maximum debt-to-EBITDA, minimum fixed charge coverage, and a
minimum consolidated net worth, Moody's notes the presence of a
material adverse change clause in the credit agreement, which
could potentially inhibit availability during periods of stress.

Moody's has assigned a Ba2 rating to both the senior secured
credit facility and the corporate family rating level given that
were the facility to be fully drawn, outside of its use to back up
performance letters of credit, it would be the preponderance of
the company's debt.  As well, Moody's notes that the security does
not provide a substantial amount of tangible asset coverage
relative to the size of the facility.

The Shaw Group Inc. -- http://www.shawgrp.com/-- is a leading  
global provider of technology, engineering, procurement,
construction, maintenance, fabrication, manufacturing, consulting,
remediation, and facilities management services for energy,
chemicals, environmental, infrastructure and emergency response
markets.  With over $3 billion in revenues, Shaw is headquartered
in Baton Rouge, Louisiana, and employs approximately 20,000 people
at its offices and operations in North America, South America,
Europe, the Middle East and the Asia-Pacific region.   


SHOPKO STORES: Buying Back $100 Million of 9-1/4% Senior Notes
--------------------------------------------------------------
ShopKo Stores, Inc. (NYSE: SKO) commenced an offer to purchase for
any and all of its outstanding $100 million principal amount of
9-1/4% Senior Notes due 2022 in connection with the previously
announced definitive merger agreement that provides for the
acquisition of ShopKo by Badger Retail Holding, Inc., and Badger
Acquisition Corp., which are affiliates of Minneapolis-based
private equity firm Goldner Hawn Johnson & Morrison Incorporated.

Holders of Notes validly tendered prior to 5:00 p.m., New York
City time, on Thursday, July 14, 2005, will receive $1,081.86 per
$1,000 principal amount of Notes, including a consent payment of
$50.00 per $1,000 principal amount of Notes, if such Notes are
accepted for purchase.  Holders who validly tender their Notes
after such time will receive $1,031.86 per $1,000 principal amount
of Notes, if such Notes are accepted for purchase.

Holders who tender their Notes will be deemed to consent to
certain proposed amendments to the indenture governing the Notes,
which will eliminate substantially all of the restrictive
covenants and certain events of default in the indenture.

Accrued interest up to, but not including, the settlement date
will be paid in cash on all validly tendered and accepted Notes.

The Offer will expire at midnight, New York City time, on
Wednesday, Aug. 3, 2005, unless extended or earlier terminated.
Tendered Notes may not be withdrawn and consents may not be
revoked after the Consent Deadline, except as required by law.

The consummation of the Offer is subject to specified conditions,
including the consummation of the Merger, receipt of tenders
representing not less than a majority in principal amount of the
Notes, execution of a supplemental indenture, the absence of any
material adverse change with respect to ShopKo or the financial
markets, and other customary conditions.  The Merger is expected
to close in ShopKo's third fiscal quarter.

Consummation of the Merger is not conditioned upon completion of
the Offer.  Badger Retail Holding, Inc., has obtained commitments
for sufficient financing to complete the Merger whether or not the
Offer is completed.  Such financing includes borrowings of up to
$700 million under either a mortgage facility or a secured term
loan facility.  If the Offer is consummated, the mortgage facility
will be used.  If the Offer is not consummated, the secured term
loan facility will be used and the Notes will be equally and
ratably secured, to the extent required under the indenture
governing the Notes, by certain collateral for the term loan
facility.  The financing for the Merger is described in more
detail in ShopKo's preliminary proxy material on Schedule 14A
filed with the Securities and Exchange Commission on June 13,
2005.

The terms of the Offer and Solicitation, including the proposed
amendments to the indenture governing the Notes, are described in
the Offer to Purchase and Consent Solicitation Statement dated
June 30, 2005, copies of which may be obtained from Global
Bondholder Services Corporation, the information agent for the
Offer, at (866) 736-2200 (US toll free) or (212) 430-3774
(collect).

Banc of America Securities LLC and Morgan Stanley & Co.
Incorporated are acting as the dealer managers for the Offer.
Questions regarding the Offer may be directed to Banc of America
Securities LLC, the lead dealer manager, at (212) 847-5834 or
(888) 292-0070.

ShopKo Stores, Inc. -- http://www.shopko.com/-- is a retailer of  
quality goods and services headquartered in Green Bay, Wis., with
stores located throughout the Midwest, Mountain and Pacific
Northwest regions.  Retail formats include 140 ShopKo stores,
providing quality name-brand merchandise, great values, pharmacy
and optical services in mid-sized to larger cities; 223 Pamida
stores, 116 of which contain pharmacies, bringing value and
convenience close to home in small, rural communities; and three
ShopKo Express Rx stores, a new and convenient neighborhood
drugstore concept.  With more than $3 billion in annual sales,
ShopKo Stores, Inc., is listed on the New York Stock Exchange
under the symbol SKO.

                        *     *     *

As reported in the Troubled Company Reporter on April 18, 2005,  
Moody's Investors Service placed the long-term debt ratings of
Shopko Stores, Inc., on review for possible downgrade following  
the company's announcement that it had signed a definitive merger  
agreement to be acquired by an affiliate of Goldner Hawn Johnson &
Morrison.  The downgrade reflects the anticipated significant  
increase in leverage as a result of the proposed transaction.

The transaction is valued at slightly more than $1 billion and is  
expected to be funded predominantly from debt with only $30  
million of the purchase price to be funded by equity.  The company  
has received a commitment from Bank of America to provide $700  
million in real estate financing and additional commitments from  
Bank of America and Back Bay Capital Funding LLC to provide $415  
million in senior debt financing.

The proceeds from these financings along with the $30 million of  
equity will be used to pay the merger consideration, refinance the  
borrowings under the existing revolving credit facility, fund the  
amounts due under the expected tender offer for the $100 million  
senior unsecured notes due 2022, plus all fees and expenses.

In addition, the financing will be used to cover all future  
working capital needs.  If substantially all of the senior notes  
are tendered the rating on those notes will be withdrawn.  The  
review will focus on the debt protection measures of Shopko post  
acquisition as well as the company's business strategy going  
forward.

These ratings are placed on review for possible downgrade:

   * Senior implied of B1;
   * Issuer rating of B2; and
   * Senior unsecured notes due 2022 of B2.


SIGNATURE POINTE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
(iaN)
Debtor: Signature Pointe Investors, L.P.
        22 Corinth Avenue
        Los Angeles, California 90064

Bankruptcy Case No.: 05-13819

Type of Business: The Debtor operates an apartment in Austin,
                  Texas as an Oakwood franchisee.

Chapter 11 Petition Date: July 1, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Patrick J. Neligan, Jr., Esq.
                  Neligan Andrews Bryson Foley LLP
                  1700 Pacific Avenue, #2600
                  Dallas, Texas 75201
                  Tel: (214) 840-5300
                  Fax: (214) 840-5301

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Dae & Associates, Ltd.        Forensic engineering       $31,000
Geotech Engineering &         services
Testing
800 Victoria Drive
Houston, TX 77002-2908

Ford Nassen & Baldwin, P.C.   Legal sevices              $24,493
8080 North Central Expressway
Suite 1600, LB 65
Dallas, TX 75206-1819

City of Austin                Utility provider           $13,518
Utility Customer Service
Office
P.O. Box 2267
Austin, TX 78783-2267

Floor Trends                  Trade debt                 $12,996
P.O. Box 140622
Austin, TX 78714

Trugreen Landcare             Contract                   $11,110
21486 Network Place
Chicago, IL 60673

Wilmar Industries, Inc.       Trade                       $5,866
P.O. Box 404284
Atlanta, GA 30384

Appliance Warehouse           Contract                    $4,103
P.O. Box 847696
Dallas, TX 75284-7696

Infiniti Painting & Cleaning  Trade debt                  $3,187
P.O. BOx 81724
Austin, TX 78708

Raider Fire Alarms            Trade debt                  $2,352
P.O. Box 429
Athens, TX 75751

Walnut Creek Improvement      Homeowners Association      $2,301
Association
P.O. Box 2810
Austin, TX 78768

ICI Dulux Paint Centers       Trade debt                  $1,663
21033 Network Place
Chicago, IL 60673

Home Depot                    Trade debt                  $1,600
P.O. Box 9903
Macon, GA 31297

Rutter Hobbs & Davidoff       Legal services              $1,461
1901 Avenue of the Stars,
Suite 1700
Los Angeles, CA 90067

Waste Management of Longhorn  Contract                    $1,404
Disposal
P.O. Box 79168
Phoenix, AZ 85062

Holthouse Carlin Van Trigt    Financial auditors          $1,200
1601 Cloverfield Boulevard,
Suite 300
Santa Monica, CA 90404

At Your Service               Trade debt                  $1,088
Enterprises, Inc.
10308 North IH 35
Austin, TX 78753

Singenis Corporation          Utility services              $994
P.O. Box 64957
Lubbock, TX 79464

Crystal Clear Pools           Contract                      $946
700 W Applegate Drive #100
Austin, TX 78753

Austin Apartment Association  Trade debt                    $886
4107 Medical Parkway
Austin, TX 78756

CJR Personnel, Inc.           Trade debt                    $800
11940 Jollyville Road #230S
Austin, TX 78759


SLIDELL INC.: Wants New Trial on $4.2 Million Millennium Verdict
----------------------------------------------------------------
Slidell, Inc., is asking a judge to set aside a $4.2 million
judgment obtained by Millennium Inorganic Chemicals Inc., a wholly
owned operating subsidiary of Millennium Chemicals Inc., purchased
by Lyondell Chemical Company (NYSE: LYO) in Nov. 2004, or let the
company present its case again to a new jury.  Millennium says
there's no basis for a new trial.   Because privately held Slidell
reportedly generates just over $15 million in annual revenue, its
ability to pay the $4.2 million judgment is questionable.  

                           The Lawsuit

On January 16, 2002, Slidell, Inc., sued Millennium Inorganic
Chemicals Inc.  Slidell asserted breach of contract and other
related causes of action arising out of a contract between the two
parties for the supply of packaging equipment.  In the suit,
Slidell sought unspecified monetary damages in excess of the
statutory minimum.  Millennium filed a counterclaim against
Slidell for recovery of the money it had already paid for the
equipment plus other direct damages arising out of Slidell's
breach of its contractual obligations.

                          Jury Verdict

A jury trial began on January 11, 2005, in the United States
District Court for the District of Minnesota (Case No. 02-cv-
00213).  On February 24, 2005, the jury returned a verdict
awarding Millennium $4,822,850.64 for its claim that Slidell
breached its contractual obligations.  Although the jury did not
award Slidell any damages for its claim that Millennium breached
its contractual obligations, the jury awarded Slidell $650,000 in
damages for a related promissory estoppel claim by Slidell.  

                    Slidell Wants a New Trial

Slidell now asks the Honorable John R. Tunheim to set aside the
jury's verdict and order a new trial.  

Jeffrey W. Post, Esq., at Fredrikson & Byron, P.A., representing
Slidell, argues that the jury's mixed verdict dramatically
demonstrates that ultimate contract liability rested on the
validity of Millennium's equitable estoppel and waiver defenses.
Millennium's defenses are neither legally nor factually
sustainable for four reasons, Mr. Post says:

    (1) Millennium failed to establish the elements of its
        equitable estoppel or waiver defenses;

    (2) the jury instructions on the defenses have critical
        omissions;

    (3) the instructions implied that either defense operates as
        a general bar to Slidell's breach claims as opposed to a
        specific breach; and

    (4) some Millennium breaches cannot be excused by waiver or
        estoppel.

Mr. Post contends that the jury's finding that Slidell's control
flow and connectivity diagrams are not trade secrets is against
the great weight of the evidence.  As a result, Slidell tells the
Court, the jury's answers on the breach-of-contract and trade-
secret claims should be set aside and a new trial ordered.

                   No Grounds for New Trial

Amanda M. Cialkowski, Esq., at Halleland Lewis Nilan & Johnson,
P.A., representing Millennium Inorganic Chemicals Inc., reminds
Judge Tunheim that for six weeks in January and February 2005, the
parties ably and thoroughly -- some might say too thoroughly --
presented their evidence, contentions and arguments to the jury.  
The jury conscientiously considered that evidence, deliberated
over two days, and returned its verdict in favor of Millennium and
against Slidell on the breach of contract and trade secret issues
in the case.

Ms. Cialkowski urges Judge Tunheim to reject Slidell's argument
that "the jury got it wrong" when it ruled against Slidell on
these issues.  

"[A]sking this Court to reweigh the evidence and arguments
presented at trial, and hopefully reach a different result," Ms.
Cialkowski says, "raises no issue for this Court's review under
Rules 50 and 59 of the Federal Rules of Civil Procedure.  The only
relevant consideration is whether the jury's verdict in
Millennium's favor on these issues is supported by probative
evidence.  Because the Record contains ample testimony, exhibits
and other evidence supporting the jury's ruling in favor of
Millennium on the breach of contract and trade secret issues, this
Court should not overturn that verdict."

                         About Slidell

Slidell, Inc. -- http://www.slidell.com/-- designs and  
manufactures packaging equipment, including material handling, bag
filling, palletizing and stretch wrapping of powder and bulk
solids.  In business since 1975, the privately held company
operates in a 140,000 square foot facility in Owatonna, Minnesota.  
Thomson Gale reports that Slidell generated $15.3 million in
revenue in 2004 and employs 100 workers.


STONE TOWER: Moody's Places $4.87M Class D-2 Notes on Watchlist
---------------------------------------------------------------
Moody's Investors Service announced today that as part of the
rating monitoring process it has placed these Classes of Notes
issued by Stone Tower CLO Ltd, a collateralized debt obligation
issuance, on the Moody's Watchlist for possible upgrade:

   (1) $12,000,000 Class A-2 Floating Rate Notes Due 2011 (the
       "Class A-2 Notes") rated "Aa2".

   (2) $14,750,000 Class B Floating Rate Notes Due 2011 (the
       "Class B Notes") rated "A2".

   (3) $11,250,000 Class C Floating Rate Notes Due 2011 (the
       "Class C Notes") rated "Baa2"

   (4) $4,750,000 Class D-1 Floating Rate Notes Due 2011 (the
       "Class D-1 Notes" rated "Ba2"

   (5) $4,875,000 Class D-2 Floating Rate Notes Due 2011 (the
       "Class D-2 Notes") rated "Ba3".

Moody's noted that the transaction, which closed in July of 2003,
has experienced an increased level of overcollateralization due to
amortization of the Class A-1 Notes.

Moody's stated that placement on the Watchlist for possible
upgrade reflects Moody's opinion that the credit quality of the
Class A-2 Notes, Class B Notes, Class C Notes, Class D-1 Notes and
Class D-2 Notes may be improving.

Rating Action: Placement on Moody's Watchlist for possible upgrade

Issuer: Stone Tower CLO Ltd.

The rating of these Classes of Notes have been placed on the
Moody's Watchlist for possible upgrade:

Class Description:

   * U.S. $12,000,000 Class A-2 Floating Rate Notes Due 2011
     currently rated "Aa2".

   * U.S. $14,750,000 Class B Floating Rate Notes Due 2011    
     currently rated "A2".

   * U.S. $11,250,000 Class C Floating Rate Notes Due 2011
     currently rated "Baa2".

   * U.S. $4,750,000 Class D-1 Floating Rate Notes Due 2011
     currently rated "Ba2".

   * U.S. $4,875,000 Class D-2 Floating Rate notes Due 2011
     currently rated "Ba3".


STRUCTURED ASSET: Fitch Puts Low-B Ratings on $14.5MM Certs.  
------------------------------------------------------------
Structured Asset Securities Corp. $536 million mortgage pass-
through certificates, series 2005-S3, are rated by Fitch Ratings:

     -- $393.8 million classes A-1 and A-2 'AAA';
     -- $20.9 million class M1 'AA+';
     -- $19.8 million class M2 'AA';
     -- $12.5 million class M3 'AA-';
     -- $11.7 million class M4 'A+';
     -- $11.1 million class M5 'A';
     -- $10.3 million class M6 'A-';
     -- $9.2 million class M7 'BBB+';
     -- $8.4 million class M8 'BBB+';
     -- $7.5 million class M9 'BBB';
     -- $9.2 million class M10 'BBB';
     -- $7.8 million class M11 'BBB-';
     -- $7.5 million class B1 'BB+';
     -- $7.0 million class B2 'BB'.

The 'AAA' rating on the class A-1 and A-2 certificates reflects
the 29.25% total credit enhancement provided by the 3.75% class
M1, the 3.55% class M2, the 2.25% class M3, the 2.10% class M4,
the 2.00% class M5, the 1.85% class M6, the 1.65% class M7, the
1.50% class M8, the 1.35% class M9, the 1.65% class M10, the 1.40%
class M11, the 1.35% non-offered class B1, and the 1.25% non-
offered class B2, as well as the 3.60% target
overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  The ratings also reflect the quality of the loans,
the soundness of the legal and financial structures, and the
capabilities of Aurora Loan Services LLC as master servicer. U.S.
Bank, N.A, rated 'AA-' by Fitch, will act as trustee.

On the closing date, the trust fund will consist of a pool of
conventional, second lien, fixed-rate, fully amortizing and
balloon, residential mortgage loans with a total principal balance
as of the cut-off date of approximately $556,661,660.  All of the
mortgage loans are fixed-rate mortgage loans.  The weighted
average loan rate is approximately 10.12%.  The weighted average
remaining term to maturity is 265 months.  The average principal
balance of the loans is approximately $46,135.  The weighted
average combined loan-to-value ratio is 98.11%.  The properties
are primarily located in California (28.71%), Florida (8.20%), and
New York (5.61%).  Approximately 98.15% of the mortgage loans are
80 plus LTV Loans.

Approximately 29.17% of the mortgage loans were acquired by Lehman
Brothers Holdings Inc. from Aurora Loan Services LLC and 22.37%
from Option One Mortgage Corporation.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


STRUCTURED ASSET: Fitch Places Low-B Rating on Two Cert. Classes
----------------------------------------------------------------
Structured Asset Investment Loan Trust's $2.2 billion mortgage
pass-through certificates, series 2005-6, are rated by Fitch
Ratings:

     -- $1.9 billion classes A1-A9 'AAA';
     -- $68.1 million class M1 'AA+';
     -- $63.5 million class M2 'AA';
     -- $38.6 million class M3 'AA-';
     -- $34 million class M4 'A+';
     -- $34 million class M5 'A';
     -- $26.1 million class M6 'A-';
     -- $34 million class M7 'BBB';
     -- $22.7 million class M8 'BBB-';
     -- $11.3 million class M9 'BBB-';
     -- $5.7 million class M10A 'BB+';
     -- $5.7 million class M10F 'BB+'.

The 'AAA' rating on the class A1 through A9 certificates reflects
the 15.65% total credit enhancement provided by the 3.00% class
M1, 2.80% class M2, 1.70% class M3, 1.50% class M4, 1.50% class
M5, 1.15% class M6, 1.50% class M7, 1.00% class M8, 0.50% class
M9, 0.25% class M10A, and 0.25% class M10F, as well as the 0.50%
initial and target overcollateralization.  All certificates have
the benefit of monthly excess cash flow to absorb losses.  

The ratings also reflect the quality of the loans, the soundness
of the legal and financial structures, and the capabilities of
Aurora Loan Services as master servicer. U.S. Bank, N.A
(rated 'AA-' by Fitch) will act as trustee.

On the closing date, the trust fund will consist of four pools of
conventional, first and second lien, adjustable- and fixed-rate,
fully amortizing and balloon, residential mortgage loans with a
total principal balance as of the cut-off date of approximately
$2,269,083,781.  The group 1 mortgage pool consists of adjustable-
rate and fixed-rate, Fannie Mae conforming, first and second lien
mortgage loans with a cut-off date pool balance of $600,139,529.

Approximately 18.83% of the mortgage loans are fixed-rate mortgage
loans, and 81.17% are adjustable-rate mortgage loans.  The
weighted average loan rate is approximately 7.379%.  The weighted
average remaining term to maturity is 348 months.  The average
principal balance of the loans is approximately $146,877.  The
weighted average combined loan-to-value ratio is 82.56%.  The
properties are primarily located in California (31.43%), Illinois
(9.27%), and Florida (6.86%).

The group 2 mortgage pool consists of adjustable-rate and fixed-
rate, Freddie Mac conforming, first and second lien mortgage loans
with a cutoff date pool balance of $600,018,652.  Approximately
19.06% of the mortgage loans are fixed rate mortgage loans and
80.94% are adjustable rate mortgage loans.  The weighted average
loan rate is approximately 7.206%.  The WAM is 359 months.  The
average principal balance of the loans is approximately $188,566.
The weighted average CLTV is 79.73%. The properties are primarily
located in California (29.11%), New York (9.21%) and Hawaii
(6.06%).

The group 3 mortgage pool consists of adjustable-rate and fixed-
rate, nonconforming, first and second lien mortgage loans with a
cutoff date pool balance of $195,914,477.  Approximately 2.16% of
the mortgage loans are fixed rate mortgage loans and 97.84% are
adjustable-rate mortgage loans.  The weighted average loan rate is
approximately 6.511%.  The WAM is 358 months.  The average
principal balance of the loans is approximately $318,042.  The
weighted average CLTV is 80.48%. The properties are primarily
located in California (64.19%), Arizona (3.34%), and Nevada
(3.33%).

The group 4 mortgage pool consists of adjustable-rate and fixed-
rate, nonconforming, first and second lien mortgage loans with a
cut-off date pool balance of $873,011,121.  Approximately 18.00%
of the mortgage loans are fixed-rate mortgage loans and 82.00% are
adjustable-rate mortgage loans. The weighted average loan rate is
approximately 7.283%.  The WAM is 349 months. The average
principal balance of the loans is approximately $207,513.  The
weighted average CLTV is 82.78%. The properties are primarily
located in California (43.46%), New York (6.22%), and Florida
(5.58%).

Approximately 63.21% of the mortgage loans were acquired by Lehman
Brothers Holdings Inc. from BNC, and 20.79% from Option One.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


TARGET GRAPHICS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Target Graphics, Inc.
        P.O. Box 1272
        Chattanooga, Tennessee 37401

Bankruptcy Case No.: 05-14009

Type of Business: The Debtor offers commercial printing services.
                  See http://www.tgiprinting.com

Chapter 11 Petition Date: June 28, 2005

Court: Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Cara J. Alday, Esq.
                  Gary R. Patrick, Esq.
                  Patrick, Beard, Schulman & Jacoway, P.C.
                  Suite 202, Market Court
                  537 Market Street
                  Chattanooga, Tennessee 37402
                  Tel: (423) 756-7117

Estimated Assets: $1 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Abitibi Consolidated                            $117,821
1228 Paysphere Circle
Chicago, IL 60674

McGrann Paper                                    $48,846
22476 Fisher Road
Watertown, NY 13601

Perimeter Paper Company                          $35,653
P.O. Box 1151
Acworth, GA 30101

Platinum Plus for Business                       $28,460

United States Ink Corp.                          $23,163

Operations Consulting Group                      $23,000

Enovation Graphics System                        $18,523

Chattanooga Printing & Engraving Co.             $12,987

Petty & Landis                                   $11,146

Advanta Bank Corp.                               $10,307

Morrison Printing Company                         $9,129

Averitt Express, Inc.                             $7,951

Athens Paper Company                              $5,577

American Express-Blue                             $5,170

Regions Interstate Billing Services, Inc.         $4,729

Capital One                                       $4,034

Update, Ltd.                                      $2,609

Millennium Packaging Solutions                    $2,438

Muller Martini Corporation                        $2,099

Pallett Resource, LLC                             $1,873


TELEGLOBE COMMS: Doesn't Want Any Reserve for Duplicate Claims
--------------------------------------------------------------
Teleglobe Communications Corporation, and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
authority to make an initial distribution to the holders of
unsecured claims under their First Amended Joint Chapter 11 Plan
without having to reserve for certain disputed scheduled and filed
claims that are duplicative of the bondholder claims and
prepetition lender Claims.

Michael J. Merchant, Esq. at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, reminds the Court that on September 9, 2002,
each of the Debtors filed their schedules of assets and
liabilities with the Court, identifying the assets and liabilities
of their estates.  The Schedules identify, among other things,
certain scheduled claims relating to amounts owed to the
Prepetition Lenders under the Credit Agreements and the
Bondholders under the Debentures.  In addition to these scheduled
claims, certain claims have been filed in Teleglobe's Chapter 11
Cases relating to amounts owed to the Prepetition Lenders under
the Credit Agreements and the Bondholders under the Debentures.

Under the Plan, the Bondholders were provided with an Allowed
Class 1C Unsecured Claim under the Plan in the aggregate amount of
approximately $1,278,960,337.  Similarly, the Plan provides the
Prepetition Lenders with an Allowed Class 1C Unsecured Claim under
the Plan in the approximate aggregate amount of $1,256,618,611.

The Reorganized Debtors intend to make an initial distribution to
the holders of Allowed Class 1C Unsecured Claims under the Plan on
or July 15, 2005.  The amount of this initial distribution,
however, will be significantly impacted by the amount of cash that
the Reorganized Debtors are required to reserve on account of
Disputed Claims under the Plan.  Under the Plan, Reorganized
Debtors are required to reserve cash on account of all Disputed
Claims "in the aggregate amount sufficient to pay each Holder of a
Disputed Unsecured Claim.  A list of the Disputed Claims is
available for free at http://ResearchArchives.com/t/s?44

Headquartered in Reston, Virginia, Teleglobe Communications
Corporation is a wholly owned indirect subsidiary of Teleglobe
Inc., a Canadian Corporation.  Teleglobe currently provides
services in more than 220 countries via a fully integrated network
of terrestrial, submarine and satellite capacity.  During the
calendar year 2001, the Teleglobe Companies generated consolidated
gross revenues of approximately $1.3 billion.  As of December 31,
2001, the Teleglobe Companies has approximately $7.5 billion in
assets and approximately 44.1 billion in liabilities on a
consolidated book basis.  The Debtors filed for chapter 11
protection on May 28, 2002 (Bankr. D. Del. Case No. 02-11518).
Cynthia L. Collins, Esq., and Daniel J. DeFranceschi, Esq., at
Richards Layton & Finger, PA, represent the Debtors in their
restructuring efforts.


TEXAS PETROCHEMICAL: Huff Names H. Cohn as New Liquidating Trustee
------------------------------------------------------------------
Jack B. Fishman -- the Liquidating Trustee appointed pursuant to
the Modified Amended Joint Plan of Liquidation for Texas
Petrochemical Holdings, Inc. and TPC Holding, LLC -- resigned from
his post on June 16, 2005.  

On that same day, Huff Alternative Income Fund, L.P., as the
Plan's proponent, and the primary beneficiary of the trust, named
H. Miles Cohn to be the successor trustee of the Liquidating
Trust.

Mr. Cohn is a partner with the law firm of Sheiness, Scott,
Grossman & Cohn, LLP, in Houston, Texas.

                     Terms of Huffy's Plan

As reported in the Troubled Company Reporter on May 18, 2005, the
Plan intends to liquidate Texas Petrochemical Holdings and TPC
Holdings' assets, with the sale proceeds distributed to creditors.

The Plan proposes that term lenders under the Credit Agreement for
which Credit Suisse First Boston is the agent will be paid a pro
rata share of the cash proceeds from the Asset Sale or Sales up to
their maximum claim amount, $50,000, plus interest.  The Term
Lenders Credit Agreement was inked on November 25, 2002, among
Texas Petrochemical, L.P., and guarantor affiliates and their Term
Lenders.

Revolving lenders under the Credit Agreement for which Bank of
America, N.A., is the agent, will get a pro rata share of what's
left of the cash after the Term Lenders' claims have been fully
satisfied.

Holders of allowed unsecured claims will get a pro rata share of
what's left of the estates' cash after Term and Revolving Lenders
are fully paid.

Holdings and TPC will pay Texas Petrochemical, L.P., what's left
of the money after the Term and Revolving Lenders and Unsecured
Claim Holders are fully paid.

Equity interests will be cancelled on the effective date of the
Plan.

Texas Petrochemical, L.P. produces C4 chemical products widely
used as chemical building blocks for synthetic rubber, nylon
carpets, adhesives, catalysts and additives used in high-
performance polymers.  The company has manufacturing facilities in
the industrial corridor adjacent to the Houston Ship Channel and
operates product terminals in Baytown, Texas and Lake Charles,
Louisiana.   After filing for chapter 11 protection on July 20,
2003 (Bankr. S.D. Tex. Case No. 03-40258), the parent company
emerged from bankruptcy in May 2004.  The Court confirmed the Plan
filed by Huff Alternative Income Fund LP for Texas Petrochemical
Holdings, Inc., and TPC Holdings LLC on April 24, 2005.  When the
Debtors filed for protection from their creditors, they listed
$512,417,000 in total assets and $448,866,000 in total debts on a
consolidated basis.  Mark W. Wege, Esq., at Bracewell & Patterson,
LLP represents the Debtors.


TOM'S FOODS: Moody's Withdraws Junk Rating on $60M Sr. Sec. Notes
-----------------------------------------------------------------
Moody's Investors Service withdrew all credit ratings for Tom's
Foods.  Moody's has withdrawn these ratings because the issuer has
entered bankruptcy.  Please refer to Moody's withdrawal policy on
moodys.com.

Ratings withdrawn are:

   * $60 million senior secured notes, due 2004 at Caa3

   * Corporate family rating (formerly the senior implied rating)
     at Caa3

   * Unsecured issuer rating at Ca

Tom's Foods, Inc., based in Columbus, Georgia, is a manufacturer
and distributor of snack foods, primarily in Southeastern and
Southwestern states.


TOYS 'R' US: Post-Merger Debt Burden Prompts S&P to Pare Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Toys "R" Us Inc. to 'B+' and
'B-', respectively, from 'BB'.

These ratings are based on publicly disclosed information and
represent the highest ratings that could be assigned given the
leveraged buyout.  Ratings on the company remain on CreditWatch
with negative implications, where they were placed on Jan. 8,
2004.

"The downgrade reflects Toys "R" Us' substantial debt burden post-
merger," said Standard & Poor's credit analyst Diane Shand. The
negative CreditWatch listing indicates ratings could be lowered
further if Toys "R" Us incurs additional debt through bank
borrowings or if its capital structure is not improved through the
sale of underperforming stores.

Shareholders have approved the acquisition of the company by an
investment group for $6.6 billion.  In connection with the
transaction, the investor group plans to have $6.2 billion in debt
financing available (not all of which is expected to be drawn at
closing).  Hence, Toys "R" Us will be more significantly leveraged
and its financial profile will deteriorate after the transaction.

Without input from the company, Standard & Poor's estimates the
company would leave $1.85 billion available under the revolver;
thus leverage would rise to more than 7.5x from 5.1x currently and
EBITDA coverage of interest would drop to only 1.6x from 2.8x.
These cash flow protection measures are weak for the 'B+' rating
category.

Furthermore, the proposed financings will be issued at the
operating company, which will subordinate existing debt at the
holding company.  Thus, the existing unsecured debt is rated two
notches below the corporate credit rating to reflect its
structural disadvantage.

Standard & Poor's will monitor developments and resolve the
CreditWatch listing when management has announced its operating
strategy and financial policy.


UAL CORP: Filing Chapter 11 Plan & Disclosure Statement by Aug. 1
-----------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ) and its debtor-
affiliates began the process for exiting bankruptcy protection by
proposing a timeline that keeps the Company on track to emerge
from Chapter 11 this fall.  Under the proposed schedule, the
Debtors intend to file its Plan of Reorganization and Disclosure
Statement with the Bankruptcy Court on or about Aug. 1, 2005.  The
proposed schedule was outlined in a filing with the U.S.
Bankruptcy Court for the Northern District of Illinois overseeing
United's Chapter 11 proceedings.

"[Fri]day's filing represents perhaps the most significant step
forward in our restructuring," said Glenn Tilton, president,
chairman and chief executive officer of United.  "We appreciate
the substantial contributions of our stakeholders that have
brought us to this point, and we look forward to our ongoing
collaboration as we complete the work necessary to successfully
conclude our restructuring and exit as a viable, competitive
company."

"Throughout our reorganization, the ability of our employees to
remain focused on our customers and on improving our operations
has been critical to our success."

Jake Brace, executive vice president and chief financial officer,
added: "We are today prepared to begin the exit process to emerge
from bankruptcy this fall, despite extraordinary external
challenges.  While significant work remains, we believe this
timeline for exit is realistically achievable."

The Company has requested that the Court schedule a hearing to
approve the Disclosure Statement for early September 2005, and
that the Court fix Aug. 29, 2005, as the record date for
determining the holders of stocks, bonds, debentures, notes and
other securities entitled to receive ballots and materials
necessary for voting on the Plan of Reorganization, as specified
in the Bankruptcy Code.

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.


US AIRWAYS: Can Use ATSB Lenders' Cash Collateral Until July 29
---------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Eastern District of Virginia, US Airways, Inc., and its debtor-
affiliates and these ATSB Lender Parties:

   * Govco Incorporated,
   * Citibank, N.A.,
   * AFS Investments XII, Inc., and
   * International Lease Finance Corporation, and
   * Air Transportation and Stabilization Board

agree to modify the Supplemental Cash Collateral Order to allow
the Debtors, until 11:59 p.m. (New York time) on July 29, 2005, to
continues using Cash Collateral securing repayment of the ATSB
Loans.

The Debtors covenant with the Lenders that they will not permit
cumulative Consolidated EBITDAR for each of the four-month rolling
periods to be less than:

                                           Minimum Cumulative
               Period                     Consolidated EBITDAR
               ------                     --------------------
        Sept 2004 - Dec. 2004                ($171,400,000)
        Oct. 2004 - Jan. 2005                ($192,700,000)
        Nov. 2004 - Feb. 2005                ($242,900,000)
        Dec. 2004 - Mar. 2005                ($238,500,000)
        Jan. 2005 - Apr. 2005                 ($84,700,000)
        Feb. 2005 - May  2005                 $103,100,000
        Mar. 2005 - Jun. 2005                 $200,000,000

The Debtors promise to limit their Capital Expenditures during
each four-month rolling period to:

                Period                        Maximum CapEx
                ------                        -------------
         09/01/04 - 12/31/04                   $25,000,000
         10/01/04 - 01/31/05                   $30,000,000
         11/01/04 - 02/28/05                   $32,500,000
         12/01/04 - 03/31/05                   $32,500,000
         01/01/05 - 04/30/05                   $32,500,000
         02/01/05 - 05/31/05                   $32,500,000
         03/01/05 - 06/30/05                   $32,500,000

The Debtors will maintain an Unrestricted Cash Balance of no less
than:

        For the Week Ending      Weekly Minimum Unrestricted Cash
        -------------------      --------------------------------
             01/21/05                      $502,000,000
             01/28/05                      $498,000,000
             02/04/05                      $417,000,000
             02/11/05                      $369,000,000
             02/18/05                      $369,000,000
             02/25/05                      $371,000,000
             03/04/05                      $325,000,000
             03/11/05                      $325,000,000
             03/18/05                      $325,000,000
             03/25/05                      $380,000,000
             04/01/05                      $325,000,000
             04/08/05                      $326,000,000
             04/15/05                      $330,000,000
             04/22/05                      $342,000,000
             04/29/05                      $333,000,000
             05/06/05                      $338,000,000
             05/13/05                      $331,000,000
             05/20/05                      $342,000,000
             05/27/05                      $352,000,000
             06/03/05                      $332,000,000
             06/10/05                      $362,000,000
             06/17/05                      $381,000,000
             06/24/05                      $374,000,000
             07/01/05                      $341,000,000
             07/08/05                      $325,000,000
             07/15/05                      $325,000,000
             07/22/05                      $325,000,000
             07/29/05                      $325,000,000

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.  (US Airways Bankruptcy News, Issue
No. 96; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VISTEON CORPORATION: Moody's Raises Corporate Family Rating to B2
-----------------------------------------------------------------
Moody's Investors Service has raised the corporate family rating
(previously called senior implied) of Visteon Corporation to B2
from B3 and raised the company's Speculative Grade Liquidity
Rating to SGL-3 from SGL-4.  The rating on the company's senior
unsecured notes has been affirmed at B3, and the rating outlook is
stable.

The actions reflect:

   1) prospective impact of concluding the memorandum of
      understanding with Ford Motor Company;

   2) the revisions to the company's bank credit agreements under
      which collateral and up-streamed guarantees will be given to
      bank debt to the detriment of the unsecured notes;

   3) the improved business position and cost competitiveness
      which a smaller but more focused Visteon will achieve upon
      closing a definitive agreement with Ford; and

    4) an improved liquidity profile.

However, even upon closing an agreement with Ford, Visteon will
require additional restructuring actions to restore meaningful
profitability, achieve material levels of positive free cash flow
and improve its debt protection measures.  The agreement with Ford
will provide Visteon with substantial resources to fund future
restructuring actions as well as short term cash flow benefits and
resources to address the $250 million of notes maturing in August
2005.  The granting of collateral to the banks over substantial
domestic assets and the provision of up-streamed guarantees by
material domestic subsidiaries will adversely impact the position
of the unsecured notes, which will become effectively subordinated
to the bank debt.

Specifically, these ratings were affected:

Visteon Corporation:

   * Corporate Family raised to B2 from B3
   * Speculative Grade Liquidity Rating raised to SGL-3 from SGL-4

These ratings were affirmed:

Visteon Corporation:

   * Senior Unsecured Notes, B3

   * Issuer rating, B3

   * Shelf ratings for senior unsecured, subordinated and
     preferred (P)B3, (P)Caa2, and (P)Caa3 respectively

   * Short Term rating, Not Prime

The company's secured bank facilities are not rated.

Visteon Capital Trust I:

   * Shelf rating for trust preferred, (P)Caa2

Upon closing an agreement with Ford (expected at the end of
September), Visteon's results will become less sensitive to the
swings in Ford's North American production volumes with content
per vehicle anticipated to decline from roughly $3,000 per vehicle
to less than $1,000.  Customer concentration will be reduced with
Ford's share of Visteon's revenues declining to roughly 50% on a
pro forma basis from 70% currently.  Geographic diversification
will similarly improve with Europe & South America becoming the
largest geographic segment with approximately 43%, followed by
North America at 39% and Asia/Pacific with 18%.

The company will also benefit from an improved cost structure,
more flexible labor arrangements and a more manageable domestic
manufacturing footprint.  In addition, its legacy liabilities will
be significantly reduced and short term cash flows will be
accelerated through improved payment terms from Ford.

Ford will provide up to $550 million of funds to facilitate future
restructuring actions to re-position the continuing core units
(climate, electronics and interiors) into more profitable
businesses as well as the affected employees in the business units
to be transferred to Ford.  Moody's anticipates that on an
annualized pro forma basis, Visteon's cash flow is anticipated to
be break-even to positive from its current break-even to negative
position.  Visteon's exposure to higher steel costs will be
reduced as the more metal intensive segments of chassis and
powertrain will be transferred to Ford.  

Going forward Visteon may also be less capex intensive with annual
capital expenditures running at or slightly below depreciation and
amortization expense.

The ratings also incorporate a number of challenges which Visteon
will continue to face.  These include:

   * ongoing low operating profit margins;

   * current weak production volumes in its primary markets, which
     remain cyclical;

   * pressure on margins from higher raw material costs and agreed
     customer price-downs; and

   * funding its portion of future restructuring actions.

In addition, Visteon is likely to continue with weak free cash
flow, albeit at levels better than prior to the agreement.  While
prospects for Visteon's internal sources of cash have improved
compared to earlier expectations, its liquidity profile continues
with dependency on access to revolving credit commitments, the
total amount of which is being reduced.

However, the need for substantial back-up commitments has been
lowered through the change in the scope of its business.  The
company's liquidity profile will face renewal risks on short term
lines of credit, factoring and accounts receivable securitization
facilities.  Visteon will have to service the same amount of debt
on a smaller revenue base.  It must also complete its internal
accounting investigation and become current in its reporting
obligations with the SEC and its lenders.

The outlook is stable.  Assuming Visteon reaches a definitive
agreement with Ford by July 31, it will have secured financing to
cover the $250 million of notes which mature in early August.
Accelerated payment terms from Ford and approximately $300 million
of anticipated receipts from the sale of inventory in the
transferred assets, expected at the end of September, ought to
fund repayment of the initial advance from Ford.

However, the third quarter is traditionally a weak to negative
cash flow period given seasonal factors in the production cycle.
Visteon will have to cover these potential operating requirements
in the third quarter from its own resources, but continues to
benefit from the existing Ford funding agreement.  Once past the
closing of the Ford agreements, Moody's anticipates Visteon's free
cash flow should be neutral to slightly positive.  

Cash available from the Ford agreement to fund additional
restructuring actions will also reduce the amounts which Visteon
would otherwise have to invest and source internally or externally
to accomplish a meaningful improvement in its future operating
performance and prospects for cash flow generation.  Its core
businesses are expected to enjoy more favorable growth prospects.  
Furthermore, upon revising the terms of its bank debt, it will
gain from improved headroom under its revised financial covenant.

Visteon's pro forma (full year 2005 for the continuing businesses)
leverage on a balance sheet debt plus issued letters of credit to
EBITDA basis will be under 4 times, but closer to 4.5 times on an
adjusted basis for the present value of operating leases and off-
balance sheet obligations (accounts receivable securitization and
factoring).  Continuing core business units will be close to
break-even on an operating profit basis.  But, with net interest
expense continuing at roughly $140 million a year, EBIT coverage
of interest will be less than 1 to 1.  International operations
should continue to be profitable, but the domestic segment will
continue with losses.  Free cash flow on a pro forma annual run-
rate basis post the closing of the Ford agreements is expected to
be neutral to slightly positive.  As a result of these
developments on leverage, cash flow and more favorable liquidity
profile, the corporate family rating has been raised to B2.

Visteon will be granting its bank group a lien over substantial
portions of its domestic asset base.  Bank facilities will consist
of a term revolver of $775 million with a maturity of June 2007,
up to $250 million outstanding under a delayed-draw term loan, and
a $300 million short term line to provide a liquidity cushion for
settlement of Ford's $250 million advance should the sale of
inventory and or other working capital needs develop during the
4th quarter.  The short term line will expire before the end of
2005.

The facilities are secured by a first-priority lien on
substantially all material tangible and intangible assets of
Visteon and most of its domestic subsidiaries, as well as the
stock of certain subsidiaries (excluding Halla Climate Control).
The bond indentures covering Visteon's unsecured notes restrict
the amount of domestic manufacturing assets which can be pledged
to 15% of a defined consolidated net tangible asset calculation.
Post closing of the Ford agreement this is expected to preserve as
unencumbered assets less than principal of the remaining unsecured
notes after the August re-payment.

The bank facilities will also be given up-streamed guarantees from
material domestic subsidiaries.  While the secured bank debt will
peak in the near term at roughly 20-25% of the adjusted debt
capital (inclusive of letters of credit but prior to operating
leases, securitization and factoring which would have claims on
distinct off-balance sheet assets), the extent and quality of
assets covered by their liens combined with the up-streamed
guarantees will be detrimental to the recovery prospects for
unsecured notes in downside scenarios.  Consequently the rating of
the unsecured notes has been confirmed at B3, one notch below the
revised corporate family rating.

Visteon's liquidity rating has been raised to SGL-3 from SGL-4.
The company's liquidity profile consists of approximately $800
million of cash and liquid assets at the end of March.  Its
prospective internal cash flows need to be assessed over two
principal time segments; an interim period prior to closing the
Ford agreement, and afterwards.  The interim period, during which
Visteon continues with all of its current operations, also spans
the 3rd quarter which historically has experienced reduced volumes
and negative cash flow due to production scheduling and seasonal
working capital needs.  This period also includes $250 million of
notes maturing in early August.

The benefits of the current Ford funding agreement will continue
during this period with Visteon experiencing accelerated payment
terms from Ford, a reduction of approximately $25 million per
month in the amounts it must reimburse Ford for "leased
employees", as well as having Ford fund certain capital
expenditures.  None the less, this interim period is expected to
experience negative cash flow.  The $250 million of notes maturing
in early August are expected to be covered by a Ford advance upon
signing a definitive agreement anticipated at the end of July.
That advance, which would be pari passu with the bank debt, would
be repaid at closing the agreement and transfer of assets to a
Ford managed entity.  At that time Visteon would receive a cash
payment for the value of inventory in the respective plants.  That
payment, estimated at approximately $300 million, should cover the
repayment obligation to Ford.

Post this interim period Visteon's cash flow should be close to
self-funding until seasonal working capital needs build in 2006.
However, internal cash flow may also be impacted by the timing and
amount of restructuring actions which might require the company to
contribute to the cash expenditures involved.  Visteon's external
sources will include its $775 million term revolver (under which
less than $100 million of letters of credit would be issued), an
interim $300 million short term revolver, which would expire in
December 2005, a $100 million domestic account receivable
securitization facility with its next maturity date of March 2006,
factoring lines available to a European subsidiary as well as
short term committed lines of credit to its international
operations.

These short term accommodations will have various maturity/renewal
dates over the course of the next year.  In addition Visteon will
have up to $550 million of Ford funding to cover future
restructuring expenditures.  The revised bank credit agreements
will continue with a sole financial covenant of net debt/EBITDA
(the maximum amount varies by quarter and declines during 2006 and
2007 after peaking in 2005), which should provide the company with
enhanced flexibility.  Alternate liquidity will be constrained by
the scope of the bank liens over the domestic assets.  The
combination of these factors results in an improved liquidity
profile with adequate coverage.  A critical assumption to this
liquidity rating is reaching and closing a definitive agreement
with Ford.

Factors which could lead to positive rating developments include:

   * achieving free cash flow to debt of 5%;

   * sustained operating profit margins of 3% or higher ;

   * EBIT coverage of interest greater than 1.5 times; and

   * lowering adjusted leverage to substantially below 4 times
     (adjusted debt (ex-pension)/EBITDAR).

Factors which could lead to negative rating developments include:

   * continuing negative free cash flow;

   * adjusted leverage moving above 5 times;

   * failure to complete the announced Ford agreement and related
     financing plans; or

   * adverse developments in its accounting investigation or
     inability to deliver financial statements within required
     time-frames.

Visteon Corporation is a global supplier of automotive components
for vehicle manufacturers and the aftermarket.  The company
currently has approximately 70,000 employees and a global delivery
system of more than 200 technical, manufacturing, sales and
service facilities located in 24 countries.


W.R. GRACE: Gets Court Nod to Pay $38.2 Mil. to Retirement Plans
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
W.R. Grace & Co. and its debtor-affiliates to make minimum
contributions, totaling approximately $38.2 million, to the Grace
Retirement Plans for the 05-06 Funding Period by Code Section 412.  
The Debtors will contribute an additional contribution of $40,224
to the PBGC insured Owensboro union pension plan to avoid paying a
2005 PBGC variable rate premium of the same amount.

The Grace Retirement Plans currently consist of 14 funded, defined
benefit pension plans, each of which is qualified under Section
401(a) of the Internal Revenue Code.  The most significant Grace
Retirement Plan is the W. R. Grace & Co. Retirement Plan for
Salaried Employees, which comprises approximately 81% of the
assets and 83% of the liability of the Grace Retirement Plans in
the aggregate -- depending on the measure of liability.  Many of
the Grace Retirement Plans are maintained pursuant to collective
bargaining agreements

               Funded Status of Grace Retirement Plans

Several different calculations to measure the liabilities and
assets of the Grace Retirement Plans were updated.  The updated
amounts have been calculated by the actuary of the Grace
Retirement Pension Plans.

A table of the Updated Calculations is available for free at
http://bankrupt.com/misc/Funded_Status.pdf

          Employees Covered by the Grace Retirement Plans

Virtually all of the Debtors' current employees are covered by
one of the Grace Retirement Plans.  The Grace Salaried Plan alone
covers more than 2,150 active, salaried employees or 65% of the
Debtors' workforce in the United States.  

                      Contribution Schedule

The schedule of legally required minimum contributions to the
Grace Retirement Plans for the 05-06 Funding Period discloses:

     _________________________ ___________________ ___________
    |                         |                   |           |
    |      Payment Due Date   |   Contributions   | Plan Year |
    |_________________________|___________________|___________|
    |                         |                   |           |
    |  2005                   |                   |           |
    |         July 15         |     $7,540,083    |   2005    |
    |         October 15      |      8,732,502    |   2005    |
    |_________________________|___________________|___________|
    |                         |                   |           |
    |  2006                   |                   |           |
    |         January 15      |      8,732,909    |   2005    |
    |         April 15        |     13,224,000    |   2006    |
    |_________________________|___________________|___________|
    |                                                         |
    |         Total                $38,229,494                |
    |_________________________________________________________|

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


WACHOVIA BANK: Fitch Places Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Wachovia Bank Commercial Mortgage Trust, series 2005-C19
commercial mortgage pass-through certificates are rated by Fitch
Ratings:

     -- $33,891,000 class A-1 'AAA';
     -- $223,570,000 class A-2 'AAA';
     -- $75,000,000 class A-3 'AAA';
     -- $178,971,000 class A-4 'AAA';
     -- $202,208,000 class A-5 'AAA';
     -- $52,557,000 class A-PB 'AAA';
     -- $237,279,000 class A-6 'AAA';
     -- $126,705,000 class A-1A 'AAA';
     -- $80,727,000 class A-FL 'AAA';
     -- $80,727,000 class A-M 'AAA';
     -- $100,909,000 class A-J 'AAA';
     -- $1,555,784,000 class X-P* 'AAA';
     -- $1,614,545,341 class X-C* 'AAA';
     -- $40,363,000 class B 'AA';
     -- $20,182,000 class C 'AA-';
     -- $32,291,000 class D 'A';
     -- $16,145,000 class E 'A-';
     -- $20,182,000 class F 'BBB+';
     -- $16,145,000 class G 'BBB';
     -- $20,182,000 class H 'BBB-';
     -- $8,073,000 class J 'BB+';
     -- $8,073,000 class K 'BB';
     -- $6,054,000 class L 'BB-';
     -- $4,036,000 class M 'B+';
     -- $2,018,000 class N 'B';
     -- $4,036,000 class O 'B-';
     -- $24,221,341 class P 'NR'.

     * Notional Amount and Interest Only.

Class P is not rated by Fitch. Classes A-1, A-2, A-3, A-4, A-5, A-
PB, A-6, A-FL, A-M, A-J, B, C, and D are offered publicly, while
classes A-1A, E, F, G, H, J, K, L, M, N, O, P, X-P, and X-C are
privately placed pursuant to Rule 144A of the Securities Act of
1933.  The certificates represent beneficial ownership interest in
the trust, primary assets of which are 92 fixed-rate loans having
an aggregate principal balance of approximately $1,614,545,341, as
of the cutoff date.  The rating on the class A-FL certificates
only addresses receipt of the fixed-rate coupon and does not
address whether investors will receive a floating-rate coupon.  
Additionally, the rating of the class A-FL certificates does not
address any costs associated with a floating-rate swap.

For a detailed description of Fitch's rating analysis, please see
the report titled 'Wachovia Bank Commercial Mortgage Trust, Series
2005-C19' dated June 13, 2005 and available on the Fitch Ratings
web site at http://www.fitchratings.com/


WELLS FARGO: Fitch Places Low B Rating on $14M Class M Certs.
-------------------------------------------------------------  
Fitch has rated the Wells Fargo Home Equity Asset-Backed
Securities 2005-1 Trust:

     -- $1.051 billion classes AI-1A, AI-1B, and AII-1 'AAA';
     -- $32.0 million class M1 'AA+';
     -- $30.1 million class M2 'AA+';
     -- $18.2 million class M3 'AA';
     -- $15.7 million class M4 'AA';
     -- $14.4 million class M5 'AA-';
     -- $12.6 million class M6 'A+';
     -- $12.6 million class M7 'A';
     -- $8.8 million class M8 'A-';
     -- $12.6 million class M9 'BBB+';
     -- $12.6 million class M10 'BBB';
     -- $7.5 million class M11 'BBB-';
     -- $9.4 million class M12 'BB+';
     -- $5.0 million class M13 'BB'.

The 'AAA' rating on the senior certificates reflects the 16.30%
total credit enhancement provided by the 2.55% class M1, the 2.40%
class M2, the 1.45% class M3, the 1.25% class M4, the 1.15% class
M5, the 1.00% class M6, the 1.00% class M7, the 0.70% class M8,
the 1.00% class M9, the 1.00% class M10, the 0.60% class M11, the
0.75% class M12, the 0.40% class M13, the 0.30% unrated class M14,
and the 0.75% initial overcollateralization.  

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure
as well as the capabilities of Wells Fargo Bank, N.A., as
servicer, rated 'RPS1' by Fitch. HSBC Bank USA, National
Association is the trustee.

The certificates are supported by two collateral groups.  The
first group consists of first lien adjustable-rate and fixed-rate
mortgage loans with principal balances that conform to Freddie Mac
guidelines.  The mortgage balance as of the cut-off date was
$795,416,120.  Approximately 15.8% of the mortgage loans are
fixed-rate mortgage loans and 84.2% are adjustable-rate mortgage
loans. The weighted average loan rate is approximately 6.919%.  
The weighted average remaining term to maturity is 350 months.  
The average principal balance of the loans is approximately
$132,393.  The weighted average original loan-to-value ratio is
77.9%.  The properties are primarily located in California
(16.10%), Maryland (5.52%), and Arizona (5.41%).

The second group consists of first lien adjustable-rate and fixed-
rate mortgage loans with principal balances that may or may not
conform to Freddie Mac guidelines.  The mortgage balance as of the
cut-off date was $460,588,497.  Approximately 8.2% of the mortgage
loans are fixed-rate mortgage loans and 91.8% are adjustable-rate
mortgage loans.  The weighted average loan rate is approximately
6.435%.  The weighted average remaining term to maturity is 352
months.  The average principal balance of the loans is
approximately $306,242.  The weighted average original loan-to-
value ratio is 82.8%.  The properties are primarily located in
California (32.18%), Maryland (7.80%), and Virginia (6.07%).

Wells Fargo Home Mortgage, Inc. assigned to the trust fund loan-
level primary mortgage insurance policies.  All of the mortgage
loans with OLTVs greater than 80% are covered.

All of the mortgage loans were purchased by Wells Fargo Asset
Securities Corporation, acting as the depositor, from Wells Fargo
Home Mortgage, Inc.

The trust fund will make elections to treat some of its assets as
one or more real estate mortgage investment conduits for federal
income tax purposes.


WESTPOINT STEVENS: Court Okays $703 Mil. Asset Sale to Carl Icahn
-----------------------------------------------------------------
On June 23, 2005, WestPoint Stevens, Inc., and its subsidiaries
entered into an asset purchase agreement with WS Textile Co.,
Inc., New Textile One, Inc., New Textile Two, Inc., Textile Co.,
Inc., for the sale of substantially all of the Company's assets.  
The Purchaser is indirectly owned and controlled by American Real
Estate Holdings Limited Partnership.  AREH is a subsidiary of
American Real Estate Partners, L.P., which is an affiliate of
Carl Icahn.  Affiliates of AREH own approximately 40% of the debt
under the Company's first lien credit facility and 51% of the debt
under the Company's second lien credit facility.

Under the Asset Purchase Agreement, the Purchaser will provide
consideration valued at approximately $703 million, consisting of:

     (i) the payment of the lesser of (a) $120 million or (b) the
         amount necessary to pay in full all outstanding
         indebtedness under the Company's DIP Credit Agreement,
         dated as of June 5, 2003, as amended, among the Company
         and certain of its subsidiaries, Bank of America, N.A.,
         Wachovia Bank, National Association and certain other
         lenders;

    (ii) 35% of newly issued shares of WS Textile's common stock
         will be distributed to or on behalf of the lenders under
         the Company's first lien credit facility;

   (iii) subscription rights to acquire up to an additional 47.5%
         of WS Textile Common Stock for an aggregate purchase
         price of $125 million will be distributed to or on
         behalf of the First Lien Lenders and, to the extent
         determined by the U.S. Bankruptcy Court for the Southern
         District of New York, the lenders under the Company's
         second lien credit facility;

    (iv) tender or a back to back standby letter of credit or
         cash collateral, not to exceed in the aggregate
         $35 million, to the administrative agent under the DIP
         Credit Facility;

     (v) the satisfaction of certain other secured claims which
         are senior to the first lien debt;

    (vi) the assumption of other specified liabilities of the
         Company, as set forth in the Asset Purchase Agreement;       
         and

   (vii) $3 million in respect of wind-down costs.

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

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

In connection with the Asset Purchase Agreement, WS Textile
entered into an equity commitment agreement with Textile Holding
LLC, a wholly owned subsidiary of AREH, AREH and Aretex LLC, a
wholly owned subsidiary of AREH, pursuant to which Textile
Holding agreed to purchase 5,250,000 shares of Parent Common
Stock -- representing 17.5% of the WS Textile Common Stock -- for
$187 million.  The purchase will occur simultaneously with the
closing of the transactions contemplated by the Asset Purchase
Agreement.  

Furthermore, in connection with the Asset Purchase Agreement, WS
Textile entered into a rights offering sponsor agreement with
AREH, pursuant to which AREH agreed to purchase, through a direct
or indirect subsidiary, at the rights offering exercise price, a
number of shares of WS Textile Common Stock equal to the number of
shares of WS Textile Common Stock with respect to which
Subscription Rights have not been exercised by a specified date.

                       Court Approves Sale

WestPoint Stevens Inc. (Pink Sheet: WSPTQ.PK) ("WestPoint") and
American Real Estate Partners, L.P. (NYSE: ACP - News; "AREP")
reported that the U.S. Bankruptcy Court has approved the sale of
substantially all of WestPoint's assets to an indirect subsidiary
of AREP, which is controlled by Carl C. Icahn.  The AREP offer was
the highest and best bid received in connection with the sale
process approved by the Court in its reorganization proceedings
for WestPoint.

The terms of the agreement valued at $703.5 million, include the
purchase of substantially all of the assets of WestPoint, the
repayment of WestPoint's outstanding debtor-in-possession loans
and assumption of certain working capital liabilities, the
satisfaction of other secured claims, and the payment of $3
million for wind-down costs.  

The agreement also provides for the issuance on account of the
first lien debt of 35.0% of the equity in WS Textile Co., Inc., a
newly formed company that will own indirectly the assets of
WestPoint, a $125 million rights offering for 47.5% of the equity
of WS Textile Co., Inc., and a cash investment of $187 million by
AREP for 17.5% of the equity of WS Textile Co., Inc.  By virtue of
its position as a holder of WestPoint debt, AREP has agreed to
subscribe to its portion of the rights expected to represent
equity interests of not less than 19% of WS Textile Co., Inc., and
has agreed to subscribe for any unexercised rights shares.  As a
result, it is expected that AREP will own in excess of 50% of the
outstanding shares of WS Textile Co., Inc., and may own up to 79%,
to the extent the subscription rights are not exercised.  

A closing date for the proposed sale has yet to be announced.  The
closing of the sale is subject to customary and other deal-
specific conditions and will be reflected in an order of the U.S.
Bankruptcy Court authorizing the transaction, which is expected to
be entered next week.  Following the sale, WestPoint will wind
down its estate, and as a result, all shares of its common stock
would be cancelled with no payment.

Carl C. Icahn, Chairman of the Board of AREP's general partner
reported, "We are pleased with the outcome of this process and
with WestPoint.  We look forward to continuing to earn the trust
of WestPoint's customers, employees and vendors."

M.L. "Chip" Fontenot, President and CEO of WestPoint Stevens
commented, "Court approval of the sale agreement for WestPoint
Stevens brings us closer to the successful conclusion of our
reorganization process.  Going forward, we will seek to take
advantage of global opportunities."

Mr. Fontenot added, "I would like to thank our customers for their
support during this very difficult process.  In addition, we are
extremely grateful for the support of our employees, vendors and
communities."

AREP, is a master limited partnership engaged in a variety of
businesses including oil and gas exploration and production;
casino gaming and associated hotel, restaurant and entertainment
operations; real estate activities including commercial rentals,
residential development and associated resort activities; and
investments in equity and debt securities.  AREP's seeks to
continue to grow and enhance the value of its core businesses and
to acquire undervalued assets and companies that are distressed or
in out-of-favor industries.

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


WHITE FOODS: Case Summary & 15 Largest Known Creditors
------------------------------------------------------
Debtor: White Foods of Glen Rose Ltd.
        P.O. Box 347
        Bedford, Texas 76095
        dba Burger King of Glen Rose

Bankruptcy Case No.: 05-51717

Type of Business: The Debtor is a Burger King franchisee.

Chapter 11 Petition Date: June 30, 2005

Court: Northern District of Texas (Ft. Worth)

Debtor's Counsel: Richard L. Venable, Esq.
                  Venable & Vida, LLP
                  3000 Central Drive
                  Bedford, Texas 76021
                  Tel: (817) 358-9977
                  Fax: (817) 358-9988

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Known Creditors:

   Entity                           Claim Amount
   ------                           ------------
   Attorney General of Texas             Unknown
   Bankruptcy Section
   P.O. Box 12548
   Austin, TX 78711-2548

   Burger King Corporation               Unknown
   Attn: Frank Taylor
   P.O. Box 932980
   Atlanta, GA 31193-2980

   David Pulling, CPA                    Unknown
   1801 Nouth Hampton, Suite 200
   Desoto, TX 75115

   Earnest White                         Unknown
   3300 Stanolind
   Midland, TX 79707

   GE Capital                            Unknown
   10900 NE 4th St., Ste 500
   Bellevue, WA 98004-5853

   GE Capital                            Unknown
   Attn: Mark Johnson
   PO Box 848219
   Dallas, TX 75284-8319

   Jeffery White                         Unknown
   2025 Crossbow
   Arlington, TX 76001

   Linebarger, Heard, Goggan             Unknown
   1949 South IH 35 (78741)
   P.O. Box 17428
   Austin, TX 78760

   Somervell County Tax Assessor         Unknown
   112 Allen Drive
   Glen Rose, TX 76043-9998

   Somervell County Tax Assessor         Unknown
   112 Allen Dr.
   Glen Rose, TX 76043-9998

   Texas Comptroller                     Unknown
   Bankrutpcy Department
   P.O. Box 13528
   Austin, Texas 78711

   Timothy White                         Unknown
   4217 County Road 411
   Glen Rose, TX 76043

   Town & Country Bank                   Unknown
   Attn: EK Hufstedler, III
   405 SW Big Bend Trail
   Glen Rose, TX 76043

   Tricia Tuscana                        Unknown
   1108 Hidden Oaks Drive
   Bedford, TX 76022

   White Foods Group II, Inc.            Unknown
   C-O Tricia Tuscana
   1108 Hidden Oaks Drive
   Bedford, TX 76022


WILFRED CHAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Wilfred Henry Chan & Janet Tsai Chan
         dba Hearth Baked Traditions LLC
         1405 Halifax Drive
         Mundelein, Illinois 60060

Bankruptcy Case No.: 05-26012

Type of Business: The Debtors own and operate an Atlanta Bread
                  Company franchise.

Chapter 11 Petition Date: June 30, 2005

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtors' Counsel: David P. Leibowitz, Esq.
                  Leibowitz Law Center
                  420 Clayton Street
                  Waukegan, Illinois 60085-4232
                  Tel: (847) 249-9100

Total Assets:  $444,980

Total Debts: $1,088,932

Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Wells Fargo Bank                 Bank Loan              $363,744
MAC N9314-100
P.O. Box 9149
Minneapolis, MN 55480-9149
Attn: James Wright
Militello, Zanck & Coen
40 Brink Street
Crystal Lake IL 60014
Tel: (815) 459-8800

Zero Investment and Management   Rent                   $173,527
Corporation
c/o Malet Realty, Ltd.
Attn: Ernie Reinstein
900 West Jackson Boulevard, #4W
Chicago, IL 60607-3024
Tel: (312) 243-5353

Song P. Tsai                     Personal Loan          $138,785
1 Brookwood Court
Mt. Laurel, NJ 08054
Tel: (609) 298-6500

Atlanta Bread Co, Inc.           Trade Debt              $45,302

4 Seasons Distribution           Trade Debt              $33,135

Chase fka Bank One               Credit Card             $17,749

Chase Automotive Finance         Credit Card             $17,725
                                 Value of Collateral:
                                 $10,720

Capital One Services             Credit Card              $7,680

Discover Card                    Credit Card              $7,090

American Express                 Credit Card              $6,218
Cash Rebate Card
Customer Service

AT & T Universal Card            Credit Card              $5,293

Patel Enterprises, Inc.          Loan                     $5,000
c/o Laurel Notch Motel

Chase Platinum MasterCard        Credit Card              $4,956

Citicards                        Credit Card              $2,867

Peoples Entergy Services Corp.   Trade Debt               $1,360

Ronnoco Coffee Company           Trade Debt               $1,212

Skyview Window Cleaning          Trade Debt               $1,150

D & L Produce &                  Trade Debt                 $950
Food Distribution

Micros Systems, Inc.             Trade Debt                 $768

Nicor                                                       $768


WINN-DIXIE: Sarria Wants Stay Lifted to Recover Leased Premises
---------------------------------------------------------------
Sarria Enterprises, Inc., entered into a lease with Winn-Dixie
Stores, Inc., and its debtor-affilaites for a store in Miami-Dade
County, Florida.  Pursuant to the Lease, the Debtors are required
to pay their portion of real property taxes as levied against the
premises as additional rent.

On January 26, 2005, Sarria notified the Debtors that they have
not paid their pro rata portion of the tax liability with respect
to the premises from 1999 to 2004.  Alan M. Burger, Esq., at
Burger, Trailor & Farmer, PA, in West Palm Beach, Florida,
relates that Sarria asked the Debtors to make their additional
rent payment for $124,036, to no avail.

Sarria wants the ability to avail itself to all remedies under
the Lease as a result of the Debtors' default.  Thus, Sarria asks
the U.S. Bankruptcy Court for the Middle District of Florida to
lift the automatic stay to allow it to pursue its remedies,
including to suit for damages or to recover possession of the
premises.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest  
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINROCK GRASS: U.S. Trustee Wants Case Converted or Dismissed
-------------------------------------------------------------
Charles E. Rendlen, III, the U.S. Trustee for Region 13, asks the
U.S. Bankruptcy Court for the Eastern District of Arkansas, Little
Rock Division, to dismiss Winrock Grass Farm, Inc.'s chapter 11
case or convert it to a chapter 7 liquidation proceeding.

Jim Hollis, Esq., representing the U.S. Trustee, tells the Court
that the Debtor failed to file its April and May 2005 operating
reports.  Without those reports, the U.S. Trustee is unable to
determine how financially sound the Debtor is and whether
Winrock's continued operation is viable.

Also, Mr. Hollis adds, the Debtor failed to pay the U.S. Trustee
statutory fees owed for the first quarter of 2005 pursuant to
28 U.S.C. Sec. 1930.

                  Sale of Grass Farm Property

The Debtor's sole asset, the Grass Farm Property, was sold last
week to John W. "Jay" DeHaven, president of the DeHaven Group LLC,
for $4,550,000.  Metropolitan National Bank, holding a lien on the
property to secure repayment of a $4,770,000 loan, got an order
from the Court to foreclose on the property.  When the Debtor
failed to stay the foreclosure, it opted to sell the property to
the best and highest bidder.  

Without the property, Mr. Hollis says, the Debtor can't propose a
viable plan nor continue operations.

The Court will convene a hearing on August 18, 2005, at 10:00
a.m., to consider the U.S. Trustee's request.

Headquartered in Little Rock, Arkansas, Winrock Grass Farm Inc.,
-- http://www.winrockgrass.com/-- produces and markets Meyer   
Z-52 Zoysiagrass in the United States. The Company and its debtor-
affiliates filed for protection on September 22, 2004 (Bankr. E.D.
Ark. Case No. 04-21283). Charles Darwin Davidson, Sr., Esq., and
Stephen L. Gershner, Esq., at Davidson Law Firm represent the
Debtors in their restructuring efforts. When the Debtor filed for
protection from its creditors, it estimated $50 million in assets
and $10 million in debts.


* BOND PRICING: For the week of June 27 - July 1, 2005
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AAIPharma Inc.                        11.000%  04/01/10    54
ABC Rail Product                      10.500%  01/15/04     0
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     5
Adelphia Comm.                         6.000%  02/15/06     6
Aetna Industries                      11.875%  10/01/06     7
Allegiance Tel.                       11.750%  02/15/08    28
Allegiance Tel.                       12.875%  05/15/08     1
Allied Holdings                        8.625%  10/01/07    46
Amer. Color Graph.                    10.000%  06/15/10    72
Amer. Restaurant                      11.500%  11/01/06    65
Amer. Tissue Inc.                     12.500%  07/15/06     2
American Airline                       7.377%  05/23/19    72
American Airline                       7.379%  05/23/16    71
American Airline                      10.180%  01/02/13    71
American Airline                      10.600%  03/04/09    66
American Airline                      10.680%  03/04/13    65
AMR Corp.                              4.500%  02/15/24    73
AMR Corp.                              9.200%  01/30/12    70
AMR Corp.                              9.750%  08/15/21    67
AMR Corp.                              9.800%  10/01/21    65
AMR Corp.                              9.880%  06/15/20    74
AMR Corp.                             10.000%  04/15/21    74
AMR Corp.                             10.125%  06/01/21    68
AMR Corp.                             10.200%  03/15/20    65
AMR Corp.                             10.400%  03/15/11    62
AMR Corp.                             10.450%  11/15/11    63
Anvil Knitwear                        10.875%  03/15/07    58
AP Holdings Inc.                      11.250%  03/15/08    15
Apple South Inc.                       9.750%  06/01/06    10
Archibald Candy                       10.000%  11/01/07     2
Armstrong World                        6.500%  08/15/05    75
AT Home Corp.                          0.525%  12/28/18     7
AT Home Corp.                          4.750%  12/15/06    32
ATA Holdings                          12.125%  06/15/10    18
ATA Holdings                          13.000%  02/01/09    21
Atlantic Coast                         6.000%  02/15/34    15
Atlas Air Inc.                         8.770%  01/02/11    29
Atlas Air Inc.                         9.702%  01/02/08    61
Autocam Corp.                         10.875%  06/15/14    65
Bank New England                       8.750%  04/01/99     9
Bank New England                       9.500%  02/15/96     9
BBN Corp.                              6.000%  04/01/12     0
Broadband Tech.                        5.000%  05/15/01     0
Burlington Northern                    3.200%  01/01/45    63
Burlington Inds.                       7.250%  08/01/27     4
Calpine Corp.                          4.750%  11/15/23    72
Calpine Corp.                          7.750%  04/15/09    67
Calpine Corp.                          7.875%  04/01/08    69
Calpine Corp.                          8.500%  02/15/11    70
Calpine Corp.                          8.625%  08/15/10    67
Calpine Corp.                          8.750%  07/15/13    74
Cendant Corp.                          4.890%  08/17/06    50
Charter Comm Hld.                      8.625%  04/01/09    73
Charter Comm Hld.                      9.625%  11/15/09    74
Charter Comm Hld.                     10.000%  05/15/11    72
Charter Comm Hld.                     10.250%  01/15/10    74
Charter Comm Hld.                     11.125%  01/15/11    74
Charter Comm Inc.                      5.875%  11/16/09    65
Ciphergen                              4.500%  09/01/08    72
Coeur D'Alene                          1.250%  01/15/24    74
Collins & Aikman                      10.750%  12/31/11    27
Color Tile Inc.                       10.750%  12/15/01     0
Comcast Corp.                          2.000%  10/15/29    43
Comdisco Inc.                          7.230%  08/16/01     0
Comprehens Care                        7.500%  04/15/10     0
Covad Communication                    3.000%  03/15/24    70
Covant-Call 07/05                      7.500%  03/15/12    69
Cray Research                          6.125%  02/01/11    47
Curagen Corp.                          4.000%  02/15/11    75
Curative Health                       10.750%  05/01/11    74
Delta Air Lines                        2.875%  02/18/24    31
Delta Air Lines                        7.299%  09/18/06    56
Delta Air Lines                        7.711%  09/18/11    51
Delta Air Lines                        7.779%  01/02/12    57
Delta Air Lines                        7.900%  12/15/09    36
Delta Air Lines                        7.920%  11/18/10    57
Delta Air Lines                        8.000%  06/03/23    38
Delta Air Lines                        8.300%  12/15/29    27
Delta Air Lines                        8.540%  01/02/07    61
Delta Air Lines                        8.540%  01/02/07    45
Delta Air Lines                        8.540%  01/02/07    33
Delta Air Lines                        9.000%  05/15/16    28
Delta Air Lines                        9.200%  09/23/14    31
Delta Air Lines                        9.250%  03/15/22    26
Delta Air Lines                        9.300%  01/02/11    32
Delta Air Lines                        9.320%  01/02/09    42
Delta Air Lines                        9.375%  09/11/07    56
Delta Air Lines                        9.480%  06/05/06    66
Delta Air Lines                        9.750%  05/15/21    28
Delta Air Lines                        9.875%  04/30/08    60
Delta Air Lines                       10.000%  08/15/08    39
Delta Air Lines                       10.000%  06/18/13    50
Delta Air Lines                       10.000%  12/05/14    35
Delta Air Lines                       10.060%  01/02/16    50
Delta Air Lines                       10.125%  05/15/10    44
Delta Air Lines                       10.140%  08/26/12    47
Delta Air Lines                       10.375%  02/01/11    34
Delta Air Lines                       10.375%  12/15/22    26
Delta Air Lines                       10.430%  01/02/11    53
Delta Air Lines                       10.500%  04/30/16    45
Delta Air Lines                       10.790%  09/26/13    36
Delta Air Lines                       10.790%  09/26/13    37
Delta Air Lines                       10.790%  03/26/14    26
Delphi Auto System                     7.125%  05/01/29    70
Delphi Trust II                        6.197%  11/15/33    55
Diva Systems                          12.625%  03/01/08     0
Dura Operating                         9.000%  05/01/09    70
Dura Operating                         9.000%  05/01/09    69
DVI Inc.                               9.875%  02/01/04     8
Dyersburg Corp.                        9.750%  09/01/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    70
Eagle Food Center                     11.000%  04/15/05     0
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     3
Epix Medical Inc.                      3.000%  06/15/24    70
Evergreen Intl. Avi.                  12.000%  05/15/10    73
Exodus Comm. Inc.                      5.250%  02/15/08     0
Fedders North Am.                      9.875%  03/01/14    61
Federal-Mogul Co.                      7.375%  01/15/06    25
Federal-Mogul Co.                      7.500%  01/15/09    25
Federal-Mogul Co.                      8.160%  03/06/03    24
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.800%  04/15/07    25
Fibermark Inc.                        10.750%  04/15/11    64
Finisar Corp.                          2.500%  10/15/10    74
Finisar Corp.                          2.500%  10/15/10    73
Finisar Corp.                          5.250%  10/15/08    74
Finova Group                           7.500%  11/15/09    44
Firstworld Comm                       13.000%  04/15/08     0
Foamex L.P.                            9.875%  06/15/07    54
Ford Motor Co.                         7.700%  05/15/97    72
Gateway Inc.                           2.000%  12/31/11    74
GMAC                                   5.900%  01/15/19    73
GMAC                                   5.900%  02/15/19    71
GMAC                                   6.000%  02/15/19    72
GMAC                                   6.000%  02/15/19    70
GMAC                                   6.000%  03/15/19    72
GMAC                                   6.000%  03/15/19    72
GMAC                                   6.000%  03/15/19    74
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  09/15/19    74
GMAC                                   6.000%  09/15/19    72
GMAC                                   6.050%  08/15/19    74
GMAC                                   6.050%  10/15/19    73
GMAC                                   6.125%  10/15/19    74
GMAC                                   6.200%  04/15/19    74
GMAC                                   6.250%  12/15/18    74
GMAC                                   6.250%  01/15/19    75
GMAC                                   6.250%  05/15/19    74
GMAC                                   6.300%  08/15/19    74
GMAC                                   6.300%  08/15/19    74
Golden Books Pub                      10.750%  12/31/04     0
Graftech Int'l                         1.625%  01/15/24    66
Graftech Int'l                         1.625%  01/15/24    67
Gulf States STL                       13.500%  04/15/03     0
Holley Perf. Prod.                    12.250%  09/15/07    75
Home Interiors                        10.125%  06/01/08    68
Icos Corp.                             2.000%  07/01/23    74
Idine Rewards                          3.250%  10/15/23    74
Impsat Fiber                           6.000%  03/15/11    70
Inland Fiber                           9.625%  11/15/07    44
Integrated Elec. Sv                    9.375%  02/01/09    75
Integrated Elec. Sv                    9.375%  02/01/09    74
Intermet Corp.                         9.750%  06/15/09    44
Iridium LLC/CAP                       10.875%  07/15/05    16
Iridium LLC/CAP                       11.250%  07/15/05    17
Iridium LLC/CAP                       13.000%  07/15/05    16
Iridium LLC/CAP                       14.000%  07/15/05    16
Jordan Industries                     10.375%  08/01/07    50
Kaiser Aluminum & Chem.               12.750%  02/01/03    20
Kellstorm Inds                         5.750%  10/15/02     0
Key Plastics                          10.250%  03/15/07     1
Kmart Corp.                            6.000%  01/01/08    12
Kmart Corp.                            8.990%  07/05/10    71
Kmart Corp.                            9.350%  01/02/20    26
Kulicke & Soffa                        0.500%  11/30/08    73
Level 3 Comm. Inc.                     2.875%  07/15/10    53
Level 3 Comm. Inc.                     5.250%  12/15/11    69
Level 3 Comm. Inc.                     6.000%  09/15/09    53
Level 3 Comm. Inc.                     6.000%  03/15/10    53
Liberty Media                          3.750%  02/15/30    59
Liberty Media                          4.000%  11/15/29    62
Lukens Inc.                            7.625%  08/01/04     0
LTV Corp.                              8.200%  09/15/07     0
Metaldyne Corp.                       11.000%  06/15/12    64
Molten Metal Tec                       5.500%  05/01/06     0
Motels of Amer.                       12.000%  04/15/04    35
Muzak LLC                              9.875%  03/15/09    48
MSX Intl. Inc.                        11.375%  01/15/08    64
Natl Steel Corp.                       8.375%  08/01/06     1
New World Pasta                        9.250%  02/15/09    10
Northern Pacific Railway               3.000%  01/01/47    62
Northern Pacific Railway               3.200%  01/01/45    63
Northwest Airlines                     7.248%  01/02/12    51
Northwest Airlines                     7.360%  02/01/20    55
Northwest Airlines                     7.626%  04/01/10    72
Northwest Airlines                     7.691%  04/01/17    71
Northwest Airlines                     7.875%  03/15/08    44
Northwest Airlines                     8.070%  01/02/15    47
Northwest Airlines                     8.130%  02/01/14    48
Northwest Airlines                     8.700%  03/15/07    52
Northwest Airlines                     8.875%  06/01/06    67
Northwest Airlines                     8.970%  01/02/15    62
Northwest Airlines                     9.875%  03/15/07    53
Northwest Airlines                    10.000%  02/01/09    45
Northwest Airlines                    10.500%  04/01/09    48
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                              9.360%  03/10/06    75
NWA Trust                             11.300%  12/21/12    67
Oakwood Homes                          7.875%  03/01/04    16
Oscient Pharm                          3.500%  04/15/11    68
O'Sullivan Ind.                       13.375%  10/15/09    42
Orion Network                         11.250%  01/15/07    54
Outboard Marine                        9.125%  04/15/17     0
Owens Corning                          7.000%  03/15/09    72
Owens Corning                          7.500%  05/01/05    74
Owens Corning                          7.500%  08/01/18    73
Pegasus Satellite                      9.625%  10/15/05    58
Pegasus Satellite                      9.750%  12/01/06    54
Pegasus Satellite                     12.375%  08/01/06    54
Pegasus Satellite                     12.500%  08/01/07    54
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    61
Pixelworks Inc.                        1.750%  05/15/24    72
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packaging                      8.250%  02/01/12    68
Primedex Health                       11.500%  06/30/08    42
Primus Telecom                         3.750%  09/15/10    23
Primus Telecom                         5.750%  02/15/07    32
Primus Telecom                         8.000%  01/15/14    53
Primus Telecom                        12.750%  10/15/09    44
Psinet Inc                            11.500%  11/01/08     0
Radnor Holdings                       11.000%  03/15/10    68
Read-Rite Corp.                        6.500%  09/01/04    56
Reliance Group Holdings                9.000%  11/15/00    25
Reliance Group Holdings                9.750%  11/15/03     3
RJ Tower Corp.                        12.000%  06/01/13    66
Salton Inc.                           10.750%  12/15/05    67
Salton Inc.                           12.250%  04/15/08    45
Scotia Pac Co.                         6.550%  01/20/07    75
Scotia Pac Co.                         7.110%  01/20/14    74
Silicon Graphics                       6.500%  06/01/09    67
Specialty Paperb.                      9.375%  10/15/06    69
Syratech Corp.                        11.000%  04/15/07    26
Tekni-Plex Inc.                       12.750%  06/15/10    67
Teligent Inc.                         11.500%  03/01/08     1
Tops Appliance                         6.500%  11/30/03     0
Tower Automotive                       5.750%  05/15/24    21
Trans Mfg Oper                        11.250%  05/01/09    56
Triton PCS Inc.                        8.750%  11/15/11    70
Triton PCS Inc.                        9.375%  02/01/11    69
Tropical SportsW                      11.000%  06/15/08    40
Twin Labs Inc.                        10.250%  05/15/06    14
United Air Lines                       6.831%  09/01/08    40
United Air Lines                       6.932%  09/01/11    65
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.762%  10/01/05    23
United Air Lines                       7.811%  10/01/09    62
United Air Lines                       8.030%  07/01/11    36
United Air Lines                       8.250%  04/26/08    20
United Air Lines                       8.390%  01/21/11    54
United Air Lines                       8.700%  10/07/08    50
United Air Lines                       9.000%  12/15/03    13
United Air Lines                       9.020%  04/19/12    36
United Air Lines                       9.060%  09/26/14    45
United Air Lines                       9.125%  01/15/12    12
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.210%  01/21/17    53
United Air Lines                       9.300%  03/22/08    35
United Air Lines                       9.350%  04/07/16    51
United Air Lines                       9.560%  10/19/18    41
United Air Lines                       9.750%  08/15/21    13
United Air Lines                      10.110%  01/05/06    44
United Air Lines                      10.110%  02/19/06    44
United Air Lines                      10.125%  03/22/15    47
United Air Lines                      10.250%  07/15/21    12
United Air Lines                      10.670%  05/01/04    14
United Air Lines                      11.210%  05/01/14    15
Univ. Health Services                  0.426%  06/23/20    68
Uromed Corp.                           6.000%  10/15/03     0
US Air Inc.                           10.250%  01/15/07     2
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.610%  06/27/07     2
US Air Inc.                           10.900%  01/01/08     2
US Airways Inc.                        7.960%  01/20/18    48
Utstarcom                              0.875%  03/01/08    67
Venture Hldgs                          9.500%  07/01/05     0
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    67
Werner Holdings                       10.000%  11/15/07    69
Westpoint Steven                       7.875%  06/15/08     0
Wheeling-Pitt St.                      5.000%  08/01/11    65
Wheeling-Pitt St.                      6.000%  08/01/10    65
Winn-Dixie Store                       8.875%  04/01/08    64
Winsloew Furniture                    12.750%  08/15/07    28
Winstar Comm Inc.                     10.000%  03/15/08     0
World Access Inc.                     13.250%  01/15/08     6
Xerox Corp.                            0.570%  04/21/18    36

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***