TCR_Public/050705.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, July 5, 2005, Vol. 9, No. 157

                          Headlines

ABACUS COMMS: Court Approves Chapter 11 Plan of Liquidation
ACT TELECONFERENCING: Inks $16 Million Financing Agreement
ADVOCAT INC: Appoints Robert Hensley as New Director
AIR CARGO: Wants Until Aug. 4 to File a Chapter 11 Plan
AIR ENTERPRISES: UST Appoints 7 Creditors to Serve on Committee

ALLEGIANCE TELECOM: Wants Until Aug. 20 to Object to Claims
ALOHA AIRGROUP: Wants to Assume Clearinghouse & Multilateral Pacts
ALOHA AIRGROUP: Wants IRS to File Proof of Claim by Oct. 8
AMCARE HEALTH: Louisiana Jury Awards $117.4 Million Verdict
AMERIQUEST MORTGAGE: Fitch Rates Two Certificate Classes at Low-B

AMERUS GROUP: Defers Series A Perpetual Preferred Stock Offering
ARDENT HEALTH: Prices 10% Senior Subordinated Notes Due 2013
AVALON RE: Fitch Places B- Rating on $135 Million Class C Notes
BEAR STEARNS: Fitch Puts BB Rating on $13 Million Class B Certs.
BROADBAND OFFICE: Files Liquidating Plan & Disclosure Statement

CARDTRONICS INC: S&P Rates Proposed $150 Million Notes at B-
CATHOLIC CHURCH: Court OKs Tucson's July 5 Plan Objection Deadline
CH PROPERTIES: Voluntary Chapter 11 Case Summary
CATHOLIC CHURCH: Tucson Lowers Cap Fee for Ordinary Professionals
COLLINS & AIKMAN: Court Okays Interim Access to $30MM Bridge Loan

COLLINS & AIKMAN: Wants Until Jan. 16 to Decide on Leases
COLLINS & AIKMAN: Hires Lazard Freres as Investment Banker
CONTRACTOR TECH: Wants Access to $3.72 Million of Cash Collateral
COVENTRY HEALTH: Moody's Rates $450 Million Credit Facility at Ba1
CUMMINS INC: Fitch Lifts Sr. Unsecured Notes Two Notches to BB+

DELPHI CORP: Completes Sale of Battery Product Line for $202.5MM
DIVERSIFIED CORPORATE: Auditor Expresses Going Concern Doubt
ENCORE ACQUISITION: S&P Rates Proposed $300MM Senior Notes at B
ENRON CORP: Commercial Paper Payments May Be Preference Payments
ENRON CORP: Court OKs Pact Resolving Eight Statoil Entities' Claim

ENRON CORP: Wants Court OK on Hesten & Lilly Settlement Agreement
EXIDE TECH: Bank Lenders Waive Going Concern Opinion Covenant
EXIDE TECH: Earns $1.28 Billion Combined Net Income in Fiscal 2005
FEDDERS CORP: Form 10-K Filing Delay Triggers 9-7/8% Bond Default
FEDDERS CORP: Bond Indenture Default Prompts S&P to Junk Ratings

HAYES LEMMERZ: Board of Directors Adopts Officer Bonus Plan
HLP HOLDINGS: Case Summary & 6 Largest Unsecured Creditors
HOVNANIAN ENTERPRISES: Prices 5,000,000 Depositary Shares
IPC ACQUISITION: S&P Rates Proposed $335 Mil. Sr. Sec. Loan at B+
IRVING TANNING: Disclosure Statement Hearing Set for July 6

KAISER ALUMINUM: Classification & Treatment of Claims Under Plan
KAISER ALUMINUM: Wants Exclusive Periods Extended Until Sept. 30
LARRY GRAVES: Case Summary & 20 Largest Unsecured Creditors
LB COMMERCIAL: Fitch Affirms Default Rating on $6.4 Million Certs.
LEE'S TRUCKING: Section 341(a) Meeting Slated for Wednesday

LORAL SPACE: Extends Rights Offering Until July 29
LY VAN TRIEU: Voluntary Chapter 11 Case Summary
MANITOWOC CO: S&P Rates $300 Mil. Revolving Credit Facility at BB
MERIDIAN AUTOMOTIVE: Court Okays Use of Cash Collateral
MERIDIAN AUTOMOTIVE: Goldman Sachs Wants Fees Protected

MERIDIAN AUTOMOTIVE: Has Until Sept. 25 to Decide on Leases
MERRILL LYNCH: Fitch Holds Junk Rating on $29 MM Class F Certs.
METABOLIFE INT'L: Section 341(a) Meeting Slated for Aug. 2
MIRANT: Cleco Completes Sale of 718-Megawatt Perryville Plant
MOTOR CITY: Voluntary Chapter 11 Case Summary

NATIONAL WATERWORKS: Buying Back 10.50% Series B Senior Sub. Notes
NEWAVE INC: Names Paul Daniel as Chief Financial Officer
NORTHWESTERN CORP: Purchase Offer Cues S&P's Negative Watch
NUR MACROPRINTERS: Bank Lenders Waive Covenant Defaults
PEGASUS AVIATION: Declining Cash Flow Cues Fitch to Lower Ratings

PERCY SQUIRE: Voluntary Chapter 11 Case Summary
PERRYVILLE ENERGY: Cleco Completes $162 Million Power Plant Sale
POLYONE CORPORATION: Fitch Affirms Sr. Unsecured Debt Rating at B
PROXIM CORP: Wants to Hire Wilson Sonsini as Special Counsel
PROXIM CORP: U.S. Trustee Appoints 3 Creditors to Serve on Panel

PROXIM CORP: Section 341(a) Meeting Slated for July 19
PROVIDIAN GATEWAY: Fitch Places BB- Rated Notes on Watch Positive
R.S.P. HOSPITALITY: Voluntary Chapter 11 Case Summary
RESIDENTIAL ASSET: Fitch Puts BB+ Rating on $4.8 MM Private Certs.
RESIX FINANCE: Moody's Rates Class B10 Certificates at B3

RIGGS CAPITAL: Dividend Payments Prompt S&P to Lift D Rating
ROBERDS INC: Wants Exclusive Right to File Plan Extended to Dec. 9
SHADOW CREEK: Files Liquidating Chapter 11 Plan in Colorado
SIRVA INC: Amends Credit Pact & Receivables Sale Agreement
SOUTH ATLANTA: Case Summary & 52 Largest Unsecured Creditors

SOUTHWESTERN WATER: KPMG LLP (Canada) Censured by SEC
TEXAS INDUSTRIES: Prices Tender Offer for 10-1/4% Senior Notes
THISTLE MINING: Emerges from CCAA Protection
THISTLE MINING: KPMG Signs-Off on Company's 2004 Financials
THISTLE MINING: Appoints G.M. Kennedy as CEO & A.J. Graetz as CFO

TITAN CORP: L-3 Comms. Begins Cash Tender Offer Under Merger Pact
TOUCH AMERICA: Plan Trustee Has Until Sept. 5 to Object to Claims
TOUCH AMERICA: Plan Trustee Wants Until Oct. 1 to Decide on Leases
TOWN SPORTS: Possible Company Sale Cues S&P to Watch Ratings
UFJ OPCO: S&P's Rating on Preferred Securities Tumbles to D

UNITED HOSPITAL: Gets Final Court Nod on $1.4 Million DIP Facility
VARTEC TELECOM: Wants to Sell All Assets to Leucadia for $61.5MM
VARTEC TELECOM: Wants Court to Okay Asset Sale Procedures
VARTEC TELECOM: Wants Court to Amend Order on Luffey's Employment
VILLA MARIE: Case Summary & 20 Largest Unsecured Creditors

WESTPOINT STEVENS: Gets Open-Ended Lease Decision Deadline
WESTPOINT STEVENS: Court Approves Invista Settlement Agreement
WILLIAM CLIFFORD: Case Summary & 13 Largest Unsecured Creditors
WINN-DIXIE: Inks Prelim. Pact to Sell 79 Stores to F&B Operators
WINN-DIXIE: Former Store Manager Wants Stay Lifted to File Lawsuit

WINN-DIXIE: Can Walk Away From Four Executory Contracts
X-CEL E-COAT: Voluntary Chapter 11 Case Summary

* Large Companies with Insolvent Balance Sheets

                          *********

ABACUS COMMS: Court Approves Chapter 11 Plan of Liquidation
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Norfolk Division, confirmed Abacus Communications LC's chapter 11
Plan of Liquidation filed on Jan. 20, 2005.  

                       Terms of the Plan

The Plan provides that Abacus will:

   * liquidate all of its assets,
   * market all of its non-cash assets for sale, and
   * use its commercially reasonable efforts to collect its
     accounts receivable and claims against third parties.

The money generated from all these activities will be used to pay
creditors 30 days after the later of:

   -- the date the Debtor receives the net proceeds of the sale
      of its business and assets in Manchester, New Hampshire; or

   -- the effective date of the plan.

After the payment of the First Distributions, the Debtor will
deposit the remaining Liquidation Proceeds, other than $75,000
which will be used solely to pay administrative expenses relating
to the wind-up of the Debtor's affairs, with the Escrow Agent --
Marcus, Santoro & Kozak, P.C.

Of the first $3.2 million of Liquidation Proceeds, or a lesser
amount as may be available:

   -- 20% will be used to pay holders of unsecured claims
      owed $7.1 million and expenses incurred by the Official
      Committee of Unsecured Creditors; and

   -- 80% will be paid to holders of secured claims owed
      $5.6 million.

The Liquidation Proceeds remaining after the First Distributions,
if any, will be paid and distributed by the Escrow Agent on the
Second Distribution Date as follows:

   -- of the next dollars in excess of $3.2 million of
      Liquidation Proceeds, if any, an amount up to $100,156 be
      paid on the Senior Lenders' Claim; and

   -- of the remaining balance of Liquidation Proceeds, if any,
      10% will be included in the Unsecured Creditors' Share and
      90% will be paid on the Senior Lenders' Claim.

The Creditors' Share will be first applied to pay the Other
Committee Expenses and the balance, if any, will be paid to the
holders of Allowed Unsecured Claims on a pro rata basis.

Abacus contends that the terms of the Plan are consistent with the
Court's Nov. 24, 2004, order approving the settlement of the
declaratory judgment action commenced by the Senior Lenders on
March 1, 2004, with respect to the Senior Notes.  The Settlement
was inked between the Senior Lenders and the Official Committee of
Unsecured Creditors.
                         
Abacus Communications LC, headquartered in Virginia Beach,
Virginia is an outsourcing service bureau. The Company filed for
chapter 11 protection on August 1, 2003 (Bankr. E.D. Va. Case No.
03-75562). Frank J. Santoro, Esq., and Karen M. Crowley, Esq., at
Marcus, Santoro & Kozak, P.C., represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $12,750,352 in total assets and
$13,049,014 in total debts.


ACT TELECONFERENCING: Inks $16 Million Financing Agreement
----------------------------------------------------------
ACT Teleconferencing, Inc. (Nasdaq: ACTT) entered into an
agreement with Dolphin Direct Equity Partners, LP, a New York-
based private equity fund, to raise up to $16,000,000 through the
sale of preferred stock.  The transaction involves 160,000 shares
of newly issued Series AA Convertible Preferred Stock priced at
$100 per share.  Each share of preferred stock initially will be
convertible into 100 shares of ACT common stock at a conversion
price of $1.00 per common share.  The preferred shares will
receive a 4.225% quarterly increase in stated value, which also
will be subject to a closing date adjustment for changes in net
assets.

The Company will seek shareholder approval of this transaction in
order to comply with NASDAQ rules requiring shareholder approval
for certain issuances of more than 20% of a Company's issued and
outstanding common stock.  Upon receiving shareholder approval,
the first of two closings is scheduled to take place.

At the initial closing, ACT will receive $8,040,000 in gross
proceeds (including advances under a possible bridge financing
prior to the first closing) in exchange for the issuance of 80,400
shares of Series AA Preferred Stock.  Upon the completion of the
initial closing, the Company will appoint directors selected by
Dolphin to a majority of seats on the Company's Board of
Directors, and Dolphin will have the right to majority
representation on the Company's Board of Directors in the future.

Following the completion of the initial closing, the Company will
initiate a rights offering to its shareholders, which first must
be registered with the Securities and Exchange Commission.  Once
the registration statement for the rights offering is effective,
an additional 79,960 shares of Series AA Preferred Stock will be
offered for sale on a pro rata basis to the Company's existing
shareholders.  In the event less than the full 79,960 shares are
purchased in the rights offering, Dolphin and any other initial
investors will act as standby purchasers with respect to the
unsold balance.  Investors in a private offering in September 2004
hold participation rights that would entitle them, if exercised,
to participate one-third in the offering.

The Company will use the proceeds from the sale of the Series AA
Preferred stock primarily to restructure its balance sheet to
eliminate its subordinated debt and several other secured credit
obligations, totaling approximately $12 million.  The balance of
the net proceeds will be used for working capital.

ACT Teleconferencing's CEO Gene Warren said, "Eliminating our sub-
debt and its interest will greatly strengthen our balance sheet
and increase our cash flow.  This transaction is a critical part
of our strategy to improve our Company, following our earlier
steps of reducing costs and reorganizing our global operations."

Established in 1990, ACT Teleconferencing, Inc. --  
http://www.acttel.com/-- is a leading independent worldwide  
provider of audio, video and web-based conferencing products and
services to corporations, educational organizations, and
governments worldwide.  ACT is the only conferencing company with
integrated global audio and videoconferencing platforms that
provide uniform international services, customized uniform
billing, managed services, and local language services.  The  
Company's headquarters are located in Denver, Colorado, with
operations in Australia, Belgium, Canada, France, Germany, Hong  
Kong, the Netherlands, Singapore, the U.K. and the U.S., and
virtual locations in Japan, China, Taiwan, Indonesia, Spain,  
Sweden, Switzerland, Russia, Poland and South Africa.   

                      Going Concern Doubt  

The report regarding the Company's financial statements for the
year ended December 31, 2004, delivered by Hein & Associates, LLP,
the Company's independent registered public accounting firm,
expressed a view that the Company's recurring losses from
operations, the excess of the Company's total liabilities over its
total assets, and the Company's breach of debt covenants raise
substantial doubt about the Company's ability to continue as a
going concern.

As previously reported, the Company is evaluating all strategic
alternatives, including recapitalization, and sale of all or part
of the Company.  Completing this task is critical, as it will
eliminate the Company's high interest debt and the covenants
restricting growth.  "We are continuing to take steps to address
our financial situation.  Right now, we are exploring all of our
strategic options to improve the balance sheet," said Mr. Warren.  
"We believe we can successfully address the issues noted in our
accounting firm's opinion."


ADVOCAT INC: Appoints Robert Hensley as New Director
----------------------------------------------------
Advocat Inc. (NASDAQ OTC:AVCA) disclosed the appointment of Robert
Z. Hensley as a new Director of the Company.  With the appointment
of Mr. Hensley, Advocat's Board of Directors increases to five
members.

"We are extremely pleased to add Bob Hensley to Advocat's Board of
Directors," Chief Executive Officer William R. Council, III said.   
"He has significant experience in finance, capital markets and the
long term care industry and we look forward to his counsel on our
Board of Directors."

Mr. Hensley is the principal owner of private publishing and real
estate development companies in Destin, Florida.  He is also a
director of the Nashville Capital Network, an entrepreneurial and
seed capital organization in Nashville, Tennessee.  From 2002-
2003, Mr. Hensley was an audit partner at Ernst & Young LLP in
Nashville, Tennessee and he served as an audit partner at Arthur
Andersen LLP in Nashville Tennessee from 1990-2002.  He was the
office managing partner of the Nashville Tennessee office of
Arthur Andersen LLP from 1997-2002.  Mr. Hensley is also a member
of the Music City Bowl, Inc. Board of Directors and serves on
several condominium boards in Destin Florida.  Mr. Hensley is a
certified public accountant.

Advocat Inc. provides long-term care services to nursing home
patients and residents of assisted living facilities in nine
states, primarily in the Southeast.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
BDO Seidman LLP raised substantial doubt about Advocat Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.

The Company incurred operating losses in two of the three years in
the period ended December 31, 2004, and although the Company
reported a profit for the year ended December 31, 2004, that
profit primarily resulted from non-cash expense reductions caused
by downward adjustments in the Company's accrual for self-insured
risks associated with professional liability claims.


AIR CARGO: Wants Until Aug. 4 to File a Chapter 11 Plan
-------------------------------------------------------
Air Cargo, Inc., asks the U.S. Bankruptcy Court for the District
of Maryland, Baltimore Division, to extend the time within which
it alone can file a chapter 11 plan.  The Debtor wants its
exclusive plan filing period extended through and including
Aug. 4, 2005.  The Debtors also ask the Court for more time to
solicit acceptances of that plan from its creditors, through
Oct. 4, 2005.

On March 9, 2005, A.J. Billig & Co., LLC, the Debtor's court-
approved auctioneer, sold all of Air Cargo's tangible personal
assets for $160,438.  Papers filed with the Court do not identify
the buyer.

Alan M. Grochal, Esq., at Tydings & Rosenberg, LLP, in Baltimore,
Maryland, tells the Court that the Debtor's chapter 11 case raises
numerous complex issues including:

   -- the contentious relationship of the Debtor with the Official
      Committee of Unsecured Creditors.  The Committee has
      objected to:

      a. the Debtor's use of cash collateral,

      b. the Key Employee Retention Programs proposed by the
         Debtor, and

      c. the Debtor's motion to enter into a hosting agreement in
         order to maintain its financial data after it vacated its
         premises.

   -- claims made by 80 truckers against Air France causing
      Air France to stop paying the Debtor for fear of being
      forced to pay twice.  This resulted in bringing accounts
      receivable collections to a virtual standstill.  The Debtor
      filed a test case against Air France and the truckers.

   -- the reduction of its workforce to four full time employees
      and others on an hourly consulting as needed basis.

The extension of the exclusive periods will provide the Debtor the
opportunity to fully litigate a complaint against Air France and
collect of its receivables.  This will enable the Debtor to
project, with a reasonable level of certainty, the amount
available for general unsecured creditors.

Headquartered in Annapolis, Maryland, Air Cargo, Inc., provided
contract management, freight bill auditing and consolidated
freight invoicing and payment services for wholesale cargo
customers.  The Company filed for chapter 11 protection on Dec. 7,
2004 (Bankr. D. Md. Case No. 04-37512).  Alan M. Grochal, Esq., at
Tydings & Rosenberg, LLP, represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed total assets of
$16,300,000 and total debts of $17,900,000.


AIR ENTERPRISES: UST Appoints 7 Creditors to Serve on Committee
---------------------------------------------------------------
The United States Trustee for Region 9 appointed nine creditors to
serve on an Official Committee of Unsecured Creditors in Air
Enterprises, Inc.'s chapter 11 case:

     1. Rae Corporation
        Attn: Judy Smith
        P.O. Box 1206
        Pryor, OK 74362
        Tel: 918-825-7222, Fax: 918-825-6366
     
     2. Aerofin Corporation
        Attn: Terrence W. Kenny
        4621 Murray Place
        Lynchburg, VA 24506
        Tel: 412-456-4460, Fax: 412-456-4466
     
     3. Miller Transfer & Rigging Co.
        Attn: Kenneth H. Rusinoff
        P.O. Box 453
        Rootstown, OH 44272
        Tel: 330-325-2521, Fax: 330-325-9350
     
     4. Twin City Fan Companies, Ltd.
        Attn: Michael E. Barry
        5959 Trenton Lane
        Minneapolis, MN 55442-3238
        Tel: 763-551-7622, Fax: 763-551-8834
     
     5. Siegferth, Inc.
        Attn: Gregg Gresko
        1849 Akron Peninsula Road
        Akron, OH 44313
        Tel: 330-929-3037, Fax: 330-929-3239
     
     6. Advanced Thermal Solutions
        Attn: Gus J. Karayinopulos
        8815 Goose Landing Circle
        Columbia, MD 21045
        Tel: 443-367-3550, Fax: 443-367-0444
     
     7. Friemel-Love Company
        Attn: Dan Landis
        7704 Big Bend Boulevard
        St. Louis, MO 63119
        Tel: 314-647-6363, Fax: 314-647-4307
     
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.
     
Headquartered in Akron, Ohio, Air Enterprises, Inc. --
http://www.airenterprises.com/-- designs, engineers, manufactures  
and supports custom air handling systems.  The Company filed for
chapter 11 protection on Apr. 27, 2005 (Bankr. N.D. Ohio Case No.
05-52467).  John J. Guy, Esq., at Guy, Lammert & Towne, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated liabilities
between $1 million to $10 million.  An estimate of its assets was
not provided.


ALLEGIANCE TELECOM: Wants Until Aug. 20 to Object to Claims
-----------------------------------------------------------
Allegiance Telecom Liquidating Trust, successor to Allegiance
Telecom, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York, to extend until Aug. 20, 2005, its deadline
to object to proofs of claim filed by creditors in the company's
chapter 11 proceeding.  

Eugene I. Davis, the Allegiance Telecom plan administrator, tells
the court that the Trust wants to extend the Claims Objection
Deadline in order to preserve its right to object to certain
claims in the event that ongoing negotiations concerning these
claims fail to result in a consensual resolution.

Allegiance Telecom, Inc. -- http://www.algx.com/-- is a  
facilities-based national local exchange carrier headquartered in
Dallas, Texas.  As the leader in competitive local service for
medium and small businesses, Allegiance offers "One source for
business telecom(TM)" -- a complete telecommunications package,
including local, long distance, international calling, high-speed
data transmission and Internet services and a full suite of
customer premise communications equipment and service offerings.  
Allegiance serves 36 major metropolitan areas in the U.S. with its
single source approach. Allegiance's common stock is traded on the
Over The Counter Bulletin Board under the ALGXQ ticker symbol.  It
announced financial restructuring plans under Chapter 11 of the
U.S. Bankruptcy Code on May 14, 2003.


ALOHA AIRGROUP: Wants to Assume Clearinghouse & Multilateral Pacts
------------------------------------------------------------------
Aloha Airgroup, Inc., and Aloha Airlines, Inc., ask the U.S.
Bankruptcy Court for the District of Hawaii for authority to
assume its Clearinghouse and Multilateral Agreements with Airlines
Clearing House, Inc., and International Air Transport Association
Clearing House, pursuant to Section 365 of the U.S. Bankruptcy
Code.

All major air carriers participate in some form of interline
agreement with other carriers to:

   (a) allow airlines to accept each other's tickets for
       transportation over the other carrier's system, and

   (b) enable passengers' luggage to be transferred between
       airlines.

ACH conducts settlements for carriers based in the United States
and some other countries in the Western Hemisphere.  ICH conducts
settlements for other carriers worldwide.  These clearinghouses,
in turn, are parties to an interclearance agreement, in which
settlements are made between participants in ACH and participants
in ICH.  Aloha Airlines' business relies on its participation in
ACH and ICH settlements.

Aloha Airlines settles with other ACH and ICH participants on a
monthly basis and is not in default under any of the Clearinghouse
and Multilateral Agreements.

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.


ALOHA AIRGROUP: Wants IRS to File Proof of Claim by Oct. 8
----------------------------------------------------------
Aloha Airgroup, Inc., and Aloha Airlines, Inc., tell the U.S.
Bankruptcy Court for the District of Hawaii that they object to
the request filed by the Internal Revenue Service for more time to
file a proof of claim.

The IRS wants to file its proof of claim on Dec. 30, 2005.  
The IRS wants the extension so it can complete its examination
of the Debtors' consolidated federal corporate income tax
return for 2003.

The Debtors suggest that the deadline for the IRS to file its
proof of claim be Oct. 8, 2005.

Edward H. Kubo, Jr., Esq., the U.S. Attorney for the District of
Hawaii, tells the Court that the examination of the Debtors' 2003
tax return is focused on four items:

   (a) $61,000,000 of unearthed transportation revenue;
   (b) $100,000,000 of maintenance expenses;
   (c) $39,000,000 of net operating losses; and
   (d) any other unsubstantiated items.

Mr. Kubo says the IRS can't complete the 2003 consolidated federal
income tax examination by Aug. 8 -- the current Claims Bar Date.  
The Government is confident it can conclude its examination and
file a proof of claim by year-end.  

David C. Farmer, Esq., at David C. Farmer Attorney at Law LLC, in
Honolulu, Hawaii, tells the Court that the IRS has not disclosed
the status of the alleged examination.  Mr. Farmer argues that the
Debtors and other creditors will be prejudiced if the IRS is given
an additional four months within which to file its proof of claim
in the Debtors' chapter 11 cases.

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.


AMCARE HEALTH: Louisiana Jury Awards $117.4 Million Verdict
-----------------------------------------------------------
A state court jury in Baton Rouge, Louisiana, returned a
$117.4 million verdict in favor of the Liquidator of AmCare Health
Plans of Texas, Inc., in a lawsuit against Health Net, Inc.
(NYSE:HNT) fka Foundation Health System Inc. last week.  The jury
awarded $52.4 million in compensatory damages and $65 million in
punitive damages.  The jury allocated 15% of the compensatory
damages to other parties.  

The lawsuit arose from the 1999 sale of three health plan Health
Net subsidiaries to AmCareCo in a leveraged buyout transaction.   
Health Net has vigorously contested all of the plaintiffs' claims
since they were first filed and continues to believe they have no
merit.  The company will continue to vigorously pursue all avenues
of redress, including post-trial motions, appeals and its pending
cross claims against other parties.

The jury verdict involved the sale of the Health Net's former
Texas health plan subsidiary, AmCare Health Plans of Texas, Inc.  
The Judge in the Texas case is also conducting a bench trial on
the sale of the two other subsidiaries, AmCare Health Plans of
Oklahoma, Inc., and AmCare Health Plans of Louisiana, Inc., and
will render a separate judgment at a later date.  The plaintiffs
in the Oklahoma and Louisiana cases are seeking an aggregate of
approximately $30 million in compensatory damages as well as
punitive damages.

On Nov. 4, 1998, Health Net entered into a definitive agreement
for the sale of Texas, Oklahoma and Louisiana HMO operations to
AmCareco, Inc.  The transaction closed on April 30, 1999, and
AmCareCo has owned and operated the plans since that date.  As
part of the transaction, the Health Net received convertible
preferred stock in AmCare and cash in excess of certain statutory
surplus and minimum working capital requirements of the plans
sold.  In 1998, Health Net said it was "pursuing a divestiture of
these HMOs due to, among other reasons, inadequate returns on
invested capital."  During 2000, Health Net made additional
investments in AmCareco and received subordinated notes totaling
$2.6 million.  In July 2002, Health Net exercised its rights to
draw upon a $2 million letter of credit that was established by
AmCareco to secure the redemption of a portion of the preferred
stock.  

In August 2002, the Oklahoma State Health Commissioner determined
not to continue AmCareco's license in Oklahoma to operate an HMO
due to AmCareco's alleged violations of Oklahoma's prompt-pay law
and AmCareco's failure to maintain the minimum net worth
requirement to operate an HMO in that state. This license denial
became effective October 1, 2002.  In September 2002, the
Louisiana Department of Insurance upgraded its regulatory control
of AmCareco's Louisiana operations from supervision to
rehabilitation, and an Order of Liquidation was entered against
AmCareco's Louisiana subsidiary on October 21, 2002.  

The Receivers appointed in the state court liquidation proceedings
subsequently filed suit against AmCareco, Health Net and other
parties alleging fraud, negligence, conspiracy and breach of
fiduciary duty among other claims.


AMERIQUEST MORTGAGE: Fitch Rates Two Certificate Classes at Low-B
-----------------------------------------------------------------
Ameriquest Mortgage Securities Inc.'s asset-backed pass-through
certificates, series 2005-R5, are rated by Fitch Ratings:

     -- $1.242 billion publicly offered classes A-1A - A-2C 'AAA';
     -- $48 million class M-1 certificates 'AA+';
     -- $43.50 million class M-2 certificates 'AA+';
     -- $29.25 million class M-3 certificates 'AA';
     -- $24 million class M-4 certificates 'AA-';
     -- $23.25 million class M-5 certificates 'A';
     -- $18.75 million class M-6 certificates 'A-;
     -- $15 million class M-7 certificates 'BBB+';
     -- $14.25 million class M-8 certificates 'BBB';
     -- $8.25 million class M-9 certificates 'BBB';
     -- $8.25 million class M-10 certificates 'BB+';
     -- $11.25 million class M-11 certificates 'BB'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 17.15% subordination provided by classes M-1 through
M-11, monthly excess interest and initial overcollateralization of
0.90%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 13.95% subordination provided by classes M-2 through
M-11, monthly excess interest and initial OC.

Credit enhancement for the 'AA+' rated class M-2 certificates
reflects the 11.05% subordination provided by classes M-3 through
M-11, monthly excess interest and initial OC.

Credit enhancement for the 'AA' rated class M-3 certificates
reflects the 9.10% subordination provided by classes M-4 through
M-11 monthly excess interest and initial OC.

Credit enhancement for the 'AA-' rated class M-4 certificates
reflects the 7.50% subordination provided by classes M-5 through
M-11, monthly excess interest and initial OC.

Credit enhancement for the 'A' rated class M-5 certificates
reflects the 5.95% subordination provided by classes M-6 through
M-11, monthly excess interest and initial OC.

Credit enhancement for the 'A-' rated class M-6 certificates
reflects 4.70% subordination provided by classes M-7 through M-11,
monthly excess interest and initial OC.

Credit enhancement for the 'BBB+' rated class M-7 certificates
reflects the 3.70% subordination provided by classes M-8 through
M-11, monthly excess interest and initial OC.

Credit enhancement for the 'BBB' rated class M-8 certificates
reflects the 2.75% subordination provided by classes M-9 through
M-11, monthly excess interest and initial OC.

Credit enhancement for the 'BBB-' rated class M-9 certificates
reflects the 2.20% subordination provided by classes M-10 through
M-11, monthly excess interest and initial OC.

Credit enhancement for the non-offered 'BB+' rated class M-10
certificates reflects the 1.65% subordination provided by class M-
11, monthly excess interest and initial OC.

Credit enhancement for the non-offered 'BB' class M-11
certificates reflects 0.90% subordination provided by monthly
excess interest and initial OC.

In addition, the ratings reflect the transaction's legal structure
as well as the capabilities of Ameriquest Mortgage Company as
Master Servicer. Deutsche Bank National Trust Company will act as
Trustee.

As of the cut-off date, the Group I mortgage loans have an
aggregate balance of $1,300,511,471. The weighted average loan
rate is approximately 8.121%.  The weighted average remaining term
to maturity is 353 months.  The average cut-off date principal
balance of the mortgage loans is approximately $146,125. The
weighted average original loan-to-value ratio is 76.83% and the
weighted average next adjustment date of adjustable-rate mortgage
loans is July 1, 2007.  The properties are primarily located in
California (12.97%), Florida (12.74%), New York (7.45%), Maryland
(6.14%), and New Jersey (5.69%).

As of the cut-off date, the Group II mortgage loans have an
aggregate balance of $199,489,112.  The weighted average loan rate
is approximately 7.464%.  The WAM is 357 months.  The average cut-
off date principal balance of the mortgage loans is approximately
$426,259.  The weighted average OLTV ratio is 79.19% and the
weighted average next adjustment date of the ARMs is July 1, 2007.
The properties are primarily located in California (44.52%), New
York (12.09%), Florida (6.58%), and Maryland (5.35%).

The mortgage loans were originated or acquired by Ameriquest
Mortgage Company, which is a specialty finance company engaged in
the business of originating, purchasing and selling retail and
wholesale sub prime mortgage loans.


AMERUS GROUP: Defers Series A Perpetual Preferred Stock Offering
----------------------------------------------------------------
AmerUs Group Co. (NYSE:AMH) disclosed plans to defer the offering
of its Series A non-cumulative perpetual preferred stock.

On the advice of its underwriters, the company determined that
market conditions are not currently optimal for completion of the
proposed offering on terms in line with its criteria.  Since the
company does not have any current need for the liquidity or
capital, it is deferring the offering until later in the year.  
The deferral of the offering does not impact the company's
previously announced board authorization to repurchase up to six
million shares of common stock.

The company also reaffirmed its 2005 adjusted net operating income
of $4.45 to $4.57 per diluted share.

As reported in the Troubled Company Reporter on June 30, 2005,
AmerUs Group Co. plans to sell, subject to market and other
conditions, up to $250,000,000 of its Series A non-cumulative
perpetual preferred stock in a private, unregistered offering to
"qualified institutional buyers" pursuant to Rule 144A under the
Securities Act of 1933.  

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

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

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

   -- for other general corporate purposes.  

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

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

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

                        *     *     *

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

At the same time, Moody's Investors Service has assigned a Ba2
rating to AmerUs Group Company's issuance of Non-Cumulative
Perpetual Preferred Stock in a 144A filing.  The proceeds of the  
Preferred Stock will be used primarily to retire debt and to buy
back shares of AmerUs' common stock.  
  
AMH (senior debt at Baa3, negative outlook) is a publicly traded
holding company and the owner of:  
  
   * AmerUs Life Insurance Company,  
   * American Investors Life Insurance Company, and  
   * Indianapolis Life Insurance Company.  
  
Each rated A3 for insurance financial strength, negative outlook.

Standard & Poor's Ratings Services assigned its 'BB+' preferred
stock rating to AmerUs Group Co.'s (NYSE:AMH) proposed  
$250 million Series A, non-cumulative, perpetual preferred stock
issue.  
  
The rating has three notches of subordination to the 'BBB+' long-
term counterparty credit and senior debt ratings on AMH.  This is
one notch of subordination more than is generally assigned to
preferred stock issues and reflects the mandatory dividend
deferral triggers embedded in this issue.


ARDENT HEALTH: Prices 10% Senior Subordinated Notes Due 2013
------------------------------------------------------------
Ardent Health Services LLC reported the pricing terms of the
previously announced cash tender offer and consent solicitation by
its subsidiary, Ardent Health Services, Inc., for its 10% Senior
Subordinated Notes due 2013.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn prior to 5:00 p.m., New York
City time, on Wednesday, April 28, 2005 is $1,213.06, which
includes a consent payment of $30.00.  The total consideration was
determined by reference to a fixed spread of 50 basis points over
the yield, based on the bid price, on the 3-1/4 percent U.S.
Treasury Note due Aug. 15, 2008, which was calculated at 2:00
p.m., New York City time, on June 30.  The Reference Yield and the
Offer Yield, as such terms are used in the Offer to Purchase (as
defined below) are 3.665% and 4.165%, respectively.  Holders
tendering their Notes after the Consent Payment Deadline but on or
prior to the expiration date for the Offer will receive the tender
offer consideration of $1,183.06 per $1,000 principal amount of
Notes tendered, but will not receive the consent payment.

The company expects the initial acceptance date for the Offer to
be on or about July 1, 2005, on which date the company will accept
for purchase all Notes tendered at least one business day prior to
such date.  Holders of such Notes will receive accrued and unpaid
interest on such Notes up to, but not including, the initial
payment date for the Offer, which is expected to be on or promptly
following the initial acceptance date.  Holders of Notes validly
tendered on or after the initial acceptance date, but before the
expiration date for the Offer, will receive accrued and unpaid
interest on the Notes up to, but not including, the final payment
date for the Offer, which is expected to be promptly following the
expiration date for the Offer.

The tender offer remains open and is scheduled to expire at 12:00
midnight, New York City time, on July 15, 2005, unless extended.

Requests for documents may be directed to Global Bondholder
Services Corporation, the depositary and information agent for the
Offer, at 212-430-3774 (collect) or 866-389-1500 (U.S. toll-free).
Additional information concerning the Offer may be obtained by
contacting Banc of America Securities LLC, High Yield Special
Products, at 704-388-9217 (collect) or 888-292-0070 (U.S. toll-
free).

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any securities.  The Offer is being made solely by the Offer to
Purchase and Consent Solicitation Statement dated April 15, 2005.

The completion of the Offer is subject to the satisfaction or
waiver by the company of a number of conditions, as described in
the Offer to Purchase.

Ardent Health Services is a provider of health care services to
communities throughout the United States.  Ardent currently owns
34 hospitals in 13 states, providing a full range of
medical/surgical, psychiatric and substance abuse services to
patients ranging from children to adults.

                        *     *     *

As reported in the Troubled Company Reporter on March 15, 2005,
Moody's Investors Service affirmed the ratings of Ardent Health
Services and changed the outlook to developing.  This action
follows Ardent's announcement that it has entered into a
definitive agreement to sell its behavioral health division,
consisting of 20 behavioral hospitals, to Psychiatric Solutions,
Inc., in a transaction valued at $560 million.

These ratings were affirmed:

   * $150 Million Senior Secured Revolving Credit Facility due
     2008, B1

   * $300 Million Term Loan B due 2011, rated B1

   * $225 Million Senior Subordinated Notes due 2013, rated B3

   * Senior implied rating, rated B1

   * Senior Unsecured Issuer Rating, rated, B2


AVALON RE: Fitch Places B- Rating on $135 Million Class C Notes
---------------------------------------------------------------
Fitch Ratings has assigned ratings to $405 million of Avalon Re
Ltd. variable-rate notes.  The notes comprise three tranches:

     -- $135 million class A variable-rate notes due June 6, 2008
        'BBB+';

     -- $135 million class B variable-rate notes due June 6, 2008
        'BB+';

     -- $135 million class C variable-rate notes due June 6, 2008
        'B-'.

Fitch's ratings reflects its review of data and risk analysis
provided by the transaction's modeling agent, the loss
distributions resulting from the modeling agent's analysis, and
the transaction's structural soundness.

Avalon Re is a Cayman Islands-domiciled insurance company formed
solely to issue the variable-rate notes, enter into a reinsurance
contract with Oil Casualty Insurance Ltd., a Bermuda-based
insurer, and to conduct activities related to the notes' issuance.  
OCIL is one of the three members of The OIL Group of Companies,
with the other two members being Oil Insurance Limited and sEnergy
Insurance Ltd..

Under the reinsurance contract, Avalon Re will reimburse OCIL for
insured casualty-related losses, in excess of predefined
attachment points, that are incurred by the company during the
next three years.

As part of its analysis, Fitch reviewed the assumptions,
distributions, and parameters used in the modeling process.  In
this review, Fitch assessed the validity of the assumptions made
and estimated the potential effect if different assumptions had
been used.  The transaction's structure was also reviewed for the
presence of moral hazard and for mitigating factors that offset
potential moral hazard.  Fitch's rating considers both the base-
case and 'stress-tested' estimated loss statistics in relation to
Fitch's catastrophe-linked bond-rating curve.  Fitch's analysis of
the transaction's structure included a review of Avalon Re's
organizational documents, contracts between Avalon Re and various
parties, and various legal opinions.


BEAR STEARNS: Fitch Puts BB Rating on $13 Million Class B Certs.
----------------------------------------------------------------
Bear Stearns SACO I Trust 2005-4, certificates are rated by Fitch:

     -- $351.1 million privately offered class A 'AAA';
     -- $38.1 million privately offered class M-1 'AA';
     -- $11.8 million privately offered class M-2 'AA-';
     -- $10.6 million privately offered class M-3 'A+';
     -- $10.2 million privately offered class M-4 'A';
     -- $9.9 million privately offered class M-5 'A-';
     -- $9.0 million privately offered class B-1 'BBB+';
     -- $8.5 million privately offered class B-2 'BBB';
     -- $7.8 million privately offered class B-3 'BBB-';
     -- $13.7 million privately offered class B-4 'BB'.


BROADBAND OFFICE: Files Liquidating Plan & Disclosure Statement
---------------------------------------------------------------
Broadband Office, Inc., along with its Official Committee of
Unsecured Creditors, delivered a Disclosure Statement explaining
their Joint Liquidating Plan to the U.S. Bankruptcy Court for the
District of Delaware.  A full text copy of the Disclosure
Statement is available for a fee at:

   http://www.ResearchArchives.com/bin/download?id=050704022951  

                        Terms of the Plan

Pursuant to the Plan, administrative claims, tax claims, secured
claims and priority claims will be paid in full.

Unsecured priority claims totaling $1,500,000 will be paid 50% to
100% in cash.  

General unsecured creditors owed $47,000,000 will be paid
after all administrative, secured and priority claims are paid.  
Payments to unsecured creditors will be made on the later of an
Initial Distribution Date and the date on which a claim becomes
allowed.  Recoveries by unsecured creditors are estimated at
2% to 3%.

Equity interest holders will receive nothing under the Plan.

                       Plan Administration

On the Effective Date, Rachelle B. Chong, Esq., will be appointed
as the BBO Responsible Party.  Ms. Chong will facilitate the
distribution of available cash to creditors, file objections to
claims and prosecute any litigation.

The Reorganized Debtor will retain William Plamondon as its sole
director and Ms. Ong as its sole officer.

Headquartered in San Mateo, California, Broadband Office, Inc.,
filed for chapter 11 protection on May 9, 2001 (Bankr. D. Del.
Case No. 01-1720).  BBO is now a non-operating company in the
process of liquidating its assets.  Adam Hiller, Esq., and David
M. Fournier, Esq., at Pepper Hamilton LLP represent the company.
When the Company filed for protection from its creditors, it
listed $100 million in assets and debts.


CARDTRONICS INC: S&P Rates Proposed $150 Million Notes at B-
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Houston, Texas-based Cardtronics, Inc.  At the
same time, Standard & Poor's also assigned its 'B-' subordinated
debt rating to the company's proposed $150 million notes offered
under Rule 144a.  Proceeds will be used to refinance debt incurred
for acquisitions, the most recent of which is BankMachine, Ltd.
The outlook is stable.

"The ratings reflect the company's short operating history and
acquisition-based growth in a mature and consolidating industry;
high leverage; and aggressive growth capital spending," said
Standard & Poor's credit analyst Lucy Patricola.  These factors
partly are offset by its leading position in the U.S. as an
independent ATM provider and its recurring revenue streams.

Cardtronics owns about 40% of its network of approximately 25,500
ATMs in the U.S., and provides services for the balance.  The
company recently expanded into the U.K., with an acquisition of
BankMachine Ltd., adding 964 ATMs to its portfolio.  Cardtronics'
ATMs are located in nonbanking sites, typically convenience
locations such as grocery stores, drugstores and retailers.
Contracts run for five to seven years, providing stable and
recurring revenue streams.  The company's top 15 customers account
for 40% of revenues.  Total lease adjusted debt is $263.6 million
as of March 31, 2005, pro forma for the $150 million notes
offering.


CATHOLIC CHURCH: Court OKs Tucson's July 5 Plan Objection Deadline
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approves
procedures for the solicitation and tabulation of votes for the
acceptance or rejection of the Plan of Reorganization filed by the
Diocese of Tucson.  Judge Marlar directs the Diocese to send by
first-class mail, postage prepaid, solicitation packages to all
creditors and other parties-interest.

Judge Marlar sets:

   -- July 1, 2005, at 4:00 p.m., as the deadline for creditors
      to cast their votes;

   -- July 5, 2005, at 4:00 p.m. as the deadline for filing
      objections to confirmation of the Plan;

   -- July 8, 2005, as the deadline for the Diocese to file a
      ballot report; and

   -- July 11, 2005, at 10:00 a.m., as the hearing to consider
      confirmation of the Plan.

The Court also approves special procedures governing written
solicitations of acceptances or rejections of the Plan of
Reorganization by third parties.  The Special Procedures provide
that:

   (a) any party seeking to solicit votes must file a motion
       attaching as an exhibit, the written solicitation proposed
       to be sent to Creditors;

   (b) the Court will conduct a hearing on the motion on not less
       than 48 hours' notice to the Diocese and the Official
       Committee of Tort Creditors, at a time to be set by the
       Court;

   (c) at the hearing, the Court will consider the proposed
       solicitation in light of, among other things, these
       factors:

       -- whether the party soliciting the vote has standing to
          participate in the Reorganization Case and solicit
          votes on the Plan;

       -- whether the solicitation is materially misleading
          regarding the contents of the Plan or the assets and
          liabilities of the Diocese; and

       -- whether the solicitation essentially proposes a de
          facto alternative plan.

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)


CH PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: CH Properties Inc.
        P.O. Box 9020485
        San Juan, Puerto Rico 00902

Bankruptcy Case No.: 05-06118

Chapter 11 Petition Date: July 1, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Alexis Fuentes-Hernandez, Esq.
                  Charles A. Curpill, PSC Law Office
                  356 Calle Fortaleza, Second Floor
                  San Juan, Puerto Rico 00901
                  Tel: (787) 977-0515

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have unsecured creditors who are not insiders.


CATHOLIC CHURCH: Tucson Lowers Cap Fee for Ordinary Professionals
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on    
March 17, 2005, the Diocese of Tucson seeks authority from the
U.S. Bankruptcy Court for the District of Arizona to employ
certain professionals in the ordinary course of business to
provide legal, accounting and other services requiring
professional expertise with respect to the Diocese's day-to-day
operations.

Tucson's Ordinary Course Professionals are:

   * John Levitt, Esq., at Soltman Levitt & Flarety LLP, in
     Westlake Village, who is being employed with respect to a
     stayed sexual abuse litigation against the Diocese;

   * Barry MacBan, Esq., who is being employed with respect to
     a stayed sexual abuse litigation against the Diocese.
     Prior to the Petition Date, Mr. MacBan was employed to
     complete conflicts check of the Diocese and all of the
     Diocese's creditors; and

   * Charles G. Rehling, Esq., at Jones, Skelton & Hochuli PLC,
     in Phoenix, Arizona, who is being employed with respect to
     certain workers' compensation settlements.

                      U.S. Trustee Objects

Ilene Lashinsky, the U.S. Trustee for Region 14, tells the U.S.
Bankruptcy Court for the District of Arizona that the
professionals the Diocese of Tucson seeks to employ are not
ordinary course professionals but are independent contractors,
paid on an hourly basis.  

Ms. Lashinsky asserts that Section 327(b) of the Bankruptcy Code
authorizes the employment of ordinary course professionals if
previously employed on salary, not those employed hourly as
independent contractors.  Therefore, the three attorneys should
instead be employed under Section 327(e) as special counsel, and
be subject to the same procedures as other professionals employed
in the case:

   * John Levitt, Esq., at Soltman Levitt & Flaherty LLP, in
     Westlake Village, California;

   * Barry MacBan, Esq.; and

   * Charles G. Rehling, Esq., at Jones, Skelton & Hochuli PLC,
     in Phoenix, Arizona.

Ms. Lashinsky further notes that:

   (a) The Diocese seeks compensation of the proposed
       professionals under Section 328(a), rather than under the
       Section 330 "reasonableness" standard.  Approving
       employment under the Section 327 "reasonableness" standard
       avoids the possibility of the Court being required to
       approve fees that it believes to be unreasonable;

   (b) The proposed procedure inappropriately requires the
       filing of an adverse interest affidavit and a retention
       questionnaire after the employment is approved, rather
       than prior to approval.  The 2014 Statement and the
       Retention Questionnaire should be completed at the       
       initial application stage, so that creditors and
       interested parties are in an informed position to object,
       if appropriate, prior to approval of the professional's
       employment; and

   (c) The application seeks nunc pro tunc approval of the
       employment of three attorneys without meeting the required
       Ninth Circuit standard authorizing the employment.  The
       Ninth Circuit authorizes nunc pro tunc retention orders
       only under certain exceptional circumstances.
       Specifically, a nunc pro tunc appointment and allowance of
       fees is justified when there is a satisfactory explanation
       for the failure to receive prior judicial approval and a
       significant benefit to the estate is demonstrated.  
       Because the Diocese has failed to meet the test
       articulated by the Ninth Circuit, the proposed
       professionals are not eligible for compensation for work
       done prior to the date that their employment applications
       were filed.

                      Tucson Lowers Cap Fee

Kasey C. Nye, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, informs the Court that the U.S. Trustee's
objections have been worked out.  The Tucson Diocese agrees to
lower the fee cap for ordinary course professionals from $4,000 to
$2,500 per month.  Anything over the $2,500 cap would mean that
the Diocese has to file a fee application, and would be subject to
a reasonableness review.

Judge Marlar directs Mr. Nye to prepare and upload the order.

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)


COLLINS & AIKMAN: Court Okays Interim Access to $30MM Bridge Loan
-----------------------------------------------------------------
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
tells the Hon. Judge Rhodes that Collins & Aikman Corporation and
its debtor-affiliates want to obtain financing to bridge their
short-term funding needs.  The Debtors have an immediate need to
obtain a Bridge Financing to maintain business relationships with
vendors, suppliers and customers and to satisfy other immediate
working capital and operational needs.

The Bridge Financing was necessitated by the decision of JPMorgan
Chase Bank, N.A., the DIP lender, not to fund any more than $150
million and other impacts on the Debtors' liquidity, the company
disclosed in a regulatory filing with the Securities and Exchange
Commission.

Accordingly, the Debtors ask the Court:

   (a) for authority to obtain a Bridge Financing from their
       customers, on a joint and several basis, up to the
       aggregate principal amount of $30 million, comprised of a
       term loan to be drawn in multiple tranches; and

   (b) to grant an administrative priority claim to the Lending
       Customers, pursuant to Section 503(b) of the Bankruptcy
       Code, for their obligations under the Bridge
       Financing.

According to Mr. Cieri, the Debtors and their lending customers
do not intend to execute any documentation to evidence the Bridge
Financing.  Simply, each Lending Customer will be granted an
administrative priority claim for loans granted under the Bridge
Financing.  The Bridge Financing has no maturity date.

Section 364(b) of the Bankruptcy Code provides that, "[t]he
court, after notice and a hearing, may authorize the trustee to
obtain unsecured credit or to incur unsecured debt other than
under subsection(a) of this section, allowable under section
503(b)(1) of this title as an administrative expense."

Unlike a Court's review of postpetition financing proposals under
Sections 364(c) and (d) of the Bankruptcy Code, Mr. Cieri
explains that Section 364(b) does not set forth a heightened
standard for reviewing a debtor's request.

                        Committee Responds

The Official Committee of Unsecured Creditors objects to the
Debtors obtaining a financing on an administrative priority basis
from the Lending Customers.  The Committee notes that the Lending
Customers' burdensome contracts with the Debtors are the direct
cause of the Debtors' current liquidity crisis.

Paula A. Osborne, Esq., at Butzel Long, PC, in Bloomfield Hills,
Michigan, asserts that the infusion of funds by the Lending
Customers as an administrative priority loan is the first phase
of their strategy to force the Debtors to slowly wind-down their
affairs until the Lending Customers can find alternative
suppliers of the goods and services provided to the them by the
Debtors.

The Committee acknowledges that the Debtors need funds to
continue operating in the ordinary course and the Committee
agrees the Debtors that these funds should be provided by the
Lending Customers.  However, Ms. Osborne contends that the
provision of these resources should not further subordinate other
claims of the Debtors' unsecured creditors.  According to Ms.
Osborne, the Debtors' unsecured creditors have been financing not
only the Debtors' operations but also the Lending Customers'
operations as a result of the contracts pursuant to which the
Debtors provide goods and services to the Lending Customers on
terms that are burdensome and unprofitable to the Debtors.  The
Lending Customers should provide the Debtors with the funds
needed to maintain the Debtors' operations through retroactive
and forward-looking pricing adjustments to be applied against the
terms of newly negotiated contracts that are fair and equitable
to the Debtors and the Lending Customers, Ms. Osborne says.

"The days of the Lending Customers' undue control over their
suppliers must come to an end and it must come to end with the
Debtors immediately," Ms. Osborne asserts.  "Any financing
alternative other than the pricing accommodations will
undoubtedly result in exactly what the Lending Customers want --
the slow-painful demise of Collins & Aikman, lost investments for
secured and unsecured creditors, and unemployment for thousands
of employees."

The Committee believes that the only way to ensure the continued
viability of the Debtors and provide any hope for their
successful reorganization is through renegotiated contracts with
the Lending Customers.  The first step in this process is for the
Lending Customers to provide the Debtors with funds they need to
continue operating as pricing concessions both for prior periods
and future periods.

Granting administrative expense priority to the Lending Customers
"is not only inconsistent with the policy of equality of
distribution; it dilutes the value of the priority for those
creditors Congress intend to prefer," Ms. Osborne points out,
citing In re Cascade Oil Co., Inc., 51 B.R. 877, 881 (Bankr. D.
Kan. 1985) (citing In re Mammoth art, Inc., 536 F.2d 950, 954(1st
Cir. 1976).

                          *     *     *

On an interim basis, Judge Rhodes approves the Debtors' request.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Wants Until Jan. 16 to Decide on Leases
---------------------------------------------------------
The Bankruptcy Code provides that Collins & Aikman Corporation and
its debtor-affiliates must assume or reject unexpired non-
residential real property leases within 60 days after the Petition
Date.  However, Section 365(d)(4) of the Bankruptcy Code provides
that upon a showing of "cause" by a debtor, a court may grant an
extension of time to assume or reject unexpired leases.

Accordingly, the Debtors ask the Court to extend to January 16,
2006, the period within which they must assume or reject unexpired
nonresidential real property leases.

Joseph M. Fischer, Esq., at Carson Fischer, P.L.C., in Birmingham,
Michigan, relates that since the Petition Date, the Debtors began
the process of reviewing and analyzing their business operations,
including reviewing their unexpired leases and executory contracts
to determine whether those leases and contracts are beneficial to
their business and estates.

The Debtors' operational review, including the review of the
Unexpired Leases, is still in the early states, Mr. Fischer
reports.  Thus, the Debtors have not yet formed, and will not form
until July 18, 2005, an informed business judgment as to whether
to assume or reject the Unexpired Leases.

The Debtors' decision whether to assume or reject the Unexpired
Leases is a significant decision in their Chapter 11 cases.  Not
only must the Debtors examine the Unexpired Leases and analyze
their terms and payments to determine whether they should be
assumed or rejected, the Debtors also must examine alternative
locations.  Examining alternative locations requires an analysis
of space available to accommodate the Debtors' business,
negotiation of lease terms and the planning of time periods for
the relocation of the facilities.  In addition, the Debtors'
decision as to whether to assume or reject the Unexpired Leases
is dependent on their future business plans, which they are still
formulating with input and assistance from their advisors, the
Official Committee of Unsecured Creditors, and their lenders.

The Debtors are currently using the premises subject to the
Unexpired Leases in the ordinary course of their business
operations.  Mr. Fischer explains that the Debtors' use of the
premises present little, if any, physical risk to the properties
going forward as the Debtors will continue to pay postpetition
lease payments and remain current under the Unexpired Leases
pending assumption or rejection.  Thus, landlords will not be
harmed by an extension of the lease decision deadline.  
Maintenance of the Unexpired Leases is essential to the Debtors'
ability to reorganize in a smooth and efficient manner, as
relocating from the premises would come at great expense and
inconvenience, further complicating the Debtors' ability to
reorganize effectively, Mr. Fischer says.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Hires Lazard Freres as Investment Banker
----------------------------------------------------------
Collins & Aikman Corporation, and its debtor-affiliates, seeks the
U.S. Bankruptcy Court for the Eastern District of Michigan's
authority to employ Lazard Freres & Co., LLC, as investment
banker.

Lazard Freres is an investment banking firm focused of providing
financing and investment banking advice and transaction execution
on behalf of its clients.  Lazard Freres' broad range of
corporate advisory services includes general financial advice,
corporate restructurings, domestic and cross border mergers and
acquisitions, divestitures, privatizations, special committee
assignments, takeover defenses and strategic partnerships/joint
ventures.

The Debtors have selected Lazard Freres based on their need to
retain an investment banking firm to assist them in their
restructuring under Chapter 11, and the firm's extensive
experience and excellent reputation in large and complex Chapter
11 cases.  Since 1990, Lazard Freres' professionals have been
involved in over 200 restructurings representing over $300
billion in restructured debt.

As investment banker, Lazard Freres will:

   a. review and analyze the Debtors' business operations and
      financial projections;

   b. evaluate the Debtors' potential debt capacity in light of
      their projected cash flows;

   c. assist in the determination of a capital structure for the
      Debtors;

   d. assist in the determination of a range of values for the
      Debtors on a going concern basis;

   e. to the extent deemed desirable by the Debtors, identify or
      initiate potential sale, merger, reorganization,
      recapitalization, refinancing, business combination or
      other transactions;

   f. assist the Debtors and their other professionals in
      reviewing the terms of any proposed Transactions or other
      transaction, in responding thereto, and if directed, in
      evaluating alternative proposals for a Transaction or other
      transaction, whether in connection with a Plan or
      otherwise;

   g. review and analyze any proposals the Debtors receive from
      third parties in connection with a Transaction or other
      transaction, including, without limitation any proposals
      from debtor-in-possession financing, as appropriate;

   h. advice the Debtors on tactics and strategies for
      negotiating with the holders of the Existing Obligations;

   i. render financial advice to the Debtors and participate in
      meetings or negotiations with the Stakeholders or rating
      agencies or other appropriate parties in connection with
      any Transaction;

   j. advice the Debtors on the timing, nature and terms of any
      new securities, other consideration, or other inducements
      to be offered pursuant to a Transaction;

   k. advice and assist the Debtors in evaluating potential
      capital markets transactions or public or private debt or
      equity offerings by the Debtors, and, on behalf of the
      Debtors, evaluate, contact, and negotiate with any
      potential sources of capital as the Debtors may designate
      and assist the Debtors in negotiating that financing;

   l. assist the Debtors in preparing documentation within Lazard
      Freres area of expertise required in connection with the
      Transaction;

   m. attend meetings of the Debtors' Board of Directors and its
      committees;

   n. provide testimony, as necessary, with respect to matters
      which Lazard Freres has been engaged to advise the Debtors
      in any proceeding before the Court; and

   o. provide the Debtors with other general restructuring
      advice.

                           Compensation

For its services, the Debtors will pay Lazard Freres:

   a. a $150,000 monthly cash advisory fee payable in advance on
      the 7th day of each month;

   b. an $8,000,000 transaction fee, payable in cash upon the
      earlier of the confirmation and effectiveness of a Plan,
      and the consummation of a Transaction; and

   c. a financing fee equal to 5% of any equity, preferred stock,
      or convertible financing raised, which does not, in and of
      itself, constitute a Transaction.  The Financing Fee will
      be payable immediately upon the closing of any Financing.  
      Any exit Financing secured to refinance the Debtors' DIP
      financing will not be considered a Financing.

Lazard Freres will credit against the Transaction Fee:

   1) 50% of the aggregate Monthly Fees actually paid by the
      Debtors in excess of $600,000; and

   2) 50% of any Financing Fees.

The sum of any Monthly Fee Credit and Financing Fee Credit will
not exceed the Transaction Fee.

The Debtors will also promptly reimburse Lazard Freres for all
reasonable out-of-pocket expenses.

                        Disinterestedness

Barry W. Ridings, Managing Director of Lazard Freres, discloses
that Robert Charles Clark, a director of Collins & Aikman
Corporation, is an independent outside director of an affiliate
of Lazard Freres.  In addition, in 1994, a predecessor company of
Lazard Freres participated in a public offering of 15 million
shares of the Debtors as a syndicate member.  The predecessor
company had a de minimis share of the offering and received a
$3,700 fee.  Mr. Riding does not believe that any of these
matters represents an adverse interest or otherwise creates a
conflict of interest regarding the Debtors or their Chapter 11
cases.

Mr. Ridings assures the Court that the firm is a "disinterested
person" within meaning of Section 101(14) f the Bankruptcy Code
and does not hold or represent interest adverse to the Debtors or
their estates.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CONTRACTOR TECH: Wants Access to $3.72 Million of Cash Collateral
-----------------------------------------------------------------
Contractor Technology, Ltd., tells the U.S. Bankruptcy Court for
the Southern District of Texas that three parties assert claims on
its cash collateral:

      -- Union Planter's Bank, N.A.,
      -- Travelers/St. Paul Insurance Company and
      -- the Internal Revenue Service.

Contractor Technology says that Union Planter's Bank has a
security interest on the cash collateral represented by a
financing statement filed with the Texas Secretary of State in
April 2001.  The second claimant, Travelers/St. Paul Insurance,
asserts a claim on the cash collateral on account of bonds that it
issued on certain public works projects.  Finally, the Internal
Revenue Service served a blanket Notice of Lien on the Debtor's
assets, which may include a claim on its cash collateral.

The Debtor needs access to a portion of its $3,720,000 cash
collateral to finance:

   a) payroll and related expenses estimated at $1,200,000 over
      the next three pay periods;

   b) trucking expenses totaling $450,000;

   c) the $1,250,000 payment of materials and subcontractors;

   d) the $250,000 equipment leases; and

   e) general administrative expenses for $300,000.

The Debtor explains that without access to the cash collateral,
its business will suffer irreparable harm.

To protect the interests of the three claimants, the Debtor
proposes to:

    1) account for cash expenditures;
    2) grant postpetition replacement liens on its account; and
    3) make adequate protection payments.

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


COVENTRY HEALTH: Moody's Rates $450 Million Credit Facility at Ba1
------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 senior unsecured debt
rating to Coventry Health Care, Inc.'s $450 million credit
facility.  The credit facility consists of a five-year
$100 million term loan and a five-year $350 million revolver; it
replaces an existing $450 million credit facility entered into by
the company in January of this year.  The proceeds from the
original credit facility were used as part of the financing for
the company's acquisition of First Health Group Corp.

According to the rating agency, the total outstanding debt at
Coventry will not change, with the portion of the existing term
loan in excess of $100 million being effectively converted into
debt under the new revolver.  The credit facility is unsecured and
will be pari passu in right of payment with existing and future
senior indebtedness.

Moody's said that Coventry's senior unsecured Ba1 rating reflects
the company's position in the U.S. health services marketplace,
covering over 2.4 million members with diverse product offerings,
including Medicare, Medicaid and both risk and non-risk products
to employers including federal, state, and local governments.  The
rating agency added that, over the past several years, the company
has focused on a strategy of acquiring small underperforming
health care companies and making them profitable.  Recent
improvements in operating margins have stemmed from:

   * disciplined pricing,
   * expense savings, and
   * improved medical management oversight.

In conjunction with the acquisition of First Health, Moody's had
changed the outlook on the ratings to negative on December 7,
2004, citing increased financial leverage as well as operational
and integration issues.  The rating agency noted that the scope of
the integration of First Health was considerably different and
more complicated than others Coventry has tackled in past years,
as the company will be faced with integrating a national business
strategy with 15 separate health plans, as well as developing
expertise in the distinct First Health businesses.

Rating assigned with a negative outlook:

Coventry Health Care, Inc.:

   * senior unsecured credit facility rating of Ba1.

Ratings affirmed with a negative outlook:

Coventry Health Care, Inc.:

   * corporate family rating of Ba1;
   * senior unsecured debt rating of Ba1; and
   * long-term issuer rating of Ba1.

Coventry Health Care, Inc., headquartered in Bethesda, Maryland
reported total membership of 2.4 million as of March 31, 2005 and
shareholders' equity of $2.1 billion.  The company reported net
income of $113 million on revenues of approximately $1.6 billion
for the three months ending March 31, 2005.


CUMMINS INC: Fitch Lifts Sr. Unsecured Notes Two Notches to BB+
---------------------------------------------------------------
Fitch Ratings has upgraded the ratings on the senior unsecured
notes of Cummins Inc. to 'BB+' from 'BB-', reflecting improved
operating performance, strengthening of the balance sheet and
alignment with the company's senior unsecured bank facility.  The
rating on the company's junior convertible subordinated debentures
has been upgraded to 'BB-' from 'B+'.  The Rating Outlook is
Stable.

Cummins has shown greatly improved operating results during 2004
and into 2005, due to the strong upswing in the cyclical heavy-
duty truck market, healthy conditions across its other major
markets, and market acceptance of Cummins' emission-compliant
product line.  Operating results are expected to remain strong
through at least 2006, potentially augmented by pre-buying
associated with new emission standards being implemented in 2007.

Cyclical factors and pre-buying could result in a significant
decline in Class 8 demand in 2007 that would likely result in
sharply reduced profitability and cash flow.  However, the current
strong order pace and industry capacity issues should support
backlogs and could create an extended build cycle.  During the
current cycle, Cummins has shown improved profitability across all
of its operating segments.

Strong free cash flow in 2004 has been used to enhance liquidity
and pay down moderate amounts of debt, while also financing heavy
growth-related working capital requirements.  Credit metrics have
improved significantly during this period.  Further improvement is
expected in the near term, as Cummins is expected to remain
strongly cash flow positive through 2006 despite an expected
doubling of capital expenditures from the trough levels of 2002.
Cash and marketable securities at March 31, 2005 totaled $309
million, representing approximately 23% of total debt, and is
likely to grow.

Over the long term, Cummins will remain challenged to compete with
the larger scale and capital resources enjoyed by major
competitors in its key product lines.  Tightening emission
standards in 2007 and 2010 will require substantial investment,
potentially placing the company at a disadvantage given its more
limited capital resources.  

Smaller capital resources provide a narrower margin for error for
Cummins given required technological advancements and unknowns
regarding long-term product performance Although Cummins' balance
sheet should position the company well to absorb a cyclical
downturn, margin performance raises concerns about the company's
ability to remain profitable and cash flow positive through a down
cycle.  In addition, structural changes in the truck industry have
created more vertically integrated customers (such as
DaimlerChrysler, which represented 13% of Cummins 2004 sales) that
may increasingly steer purchases to in-house suppliers.

In addition to cash and marketable securities, Cummins retains
access to capital through a $650 million revolving credit
agreement.  No significant maturities occur until 2010.  Pension
underfunding of approximately $700 million will result in
continued funding requirements, including approximately
$130 million in 2005.


DELPHI CORP: Completes Sale of Battery Product Line for $202.5MM
----------------------------------------------------------------
In line with its ongoing portfolio-restructuring plan, Delphi
Corp. (NYSE: DPH) has sold its battery product line, with the
exception of two U.S. operations, to Milwaukee-based Johnson
Controls Inc., for $202.5 million.

The business sold includes Delphi's global starting, lighting and
ignition lead-acid battery operations, including joint venture
interests.  The transaction also includes tools, inventory,
equipment, intellectual property and brand names, as associated
with the battery product line.  In addition, approximately 2,700
employees will transition with the business to JCI.  The business
generates approximately $600 million annually in global
consolidated revenues.

Prior to the sale, Delphi's global battery product line
manufactured lead- acid batteries for original equipment
manufacturers and sold original equipment for aftermarket
distribution.  Delphi manufactures batteries in two U.S. plants in
Fitzgerald, Ga., and New Brunswick, N.J.; and internationally in
Sarreguemines, France; Piracicaba, Brazil; Tlaxcala, Mexico; and
joint ventures in Shanghai, China; Kumi, Korea; and Dammam, Saudi
Arabia.

Effective June 30, Delphi's interest in its global battery plants
has been transitioned to JCI, with the exception of the U.S.
operations.  The transaction is anticipated to be a two-step sale
of Delphi's global battery business.  In the first step, JCI
assumed global supply contracts and shareholdings of Delphi's
battery manufacturing operations in France, Brazil, Mexico and in
Delphi's joint ventures in Korea, China and Saudi Arabia. Further,
JCI assumed responsibility as a tier 1 supplier for OE customers
of Delphi's U.S. operations.  Delphi entered into a contract
manufacturing supply arrangement, becoming a tier 2 supplier to
JCI, and began supplying batteries from its two U.S. plants to JCI
for a transition period.  In the second step, subject to agreement
between Delphi and its unions, it is anticipated that JCI would
purchase Delphi's New Brunswick, N.J., operation.  Pending a
commercial agreement between Delphi and a customer, and final
discussions with the UAW, the Fitzgerald, Ga., operation will
remain with Delphi and change to a new product line at the
conclusion of this transition period.

Approximately 3,470 employees, hourly and salaried, work in
Delphi's worldwide and joint venture battery manufacturing
business.

"The sale of this business is another step forward as we continue
to refine our product portfolio and execute our business
transformation," said Guy C. Hachey, president of Delphi's Energy
& Chassis division.  "We will continue aligning resources around
our growth products that excite our customers and set us apart in
the marketplace."

Delphi's decision to sell the battery business line follows an
intensive product portfolio review, which indicated the product
was outside of the primary focus of the company's growth and long-
term strategic goals.

Delphi will remain as committed as ever to its growth strategy in
all sectors of its business, including automotive, non-automotive
and in the independent aftermarket.  Delphi is continuing to focus
on customer needs, providing each of these segments with the best
products and service solutions.

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 yesterday, July 1,
2005, Fitch has assigned a rating of 'BB-' to Delphi Corporation's
$2.825 billion revolving credit and term loan agreement.  The
assignment follows the indicative rating issued on May 20, 2005.  

The ratings remain on Rating Watch Negative pending the
satisfactory resolution of certain accounting issues and the
filing of audited financial statements, although the continuing
deterioration in Delphi's operating performance and financial
position could also cause further downgrades in the interim.


DIVERSIFIED CORPORATE: Auditor Expresses Going Concern Doubt
------------------------------------------------------------
Diversified Corporate Resources, Inc. (OTC Pink Sheets: HIRD)
filed its 2004 Annual Report on Form 10-K and its 1st Quarter 2005
Form 10-Q with the Securities and Exchange Commission.  The
Company is now current with its periodic reporting under the
Securities Exchange Act of 1934 and is in the process of taking
the appropriate actions necessary for its common stock to begin
trading on the OTC Bulletin Board as soon as practicable.

Pender Newkirk & Company raised substantial doubt about
Diversified Corporate's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year period ended Dec. 31, 2004.  The Company incurred a net loss
of approximately $7,076,000 during the year ended Dec. 31, 2004,
has a working capital deficiency of approximately $8,974,000 at
Dec. 31, 2004, and is in default on some of its long-term debt.  
Also, the Company is delinquent on its payroll taxes in the
approximate amount of $3,558,000 as of Dec. 31, 2004.

In October 2004, the Internal Revenue Service placed a lien on the
assets of two of the Company's subsidiaries.  The Company and the
IRS reached an agreement that subordinates the claims by the IRS
to those of Diversified Corporate's senior lenders so that they
can continue to fund the Company's operations.  The IRS has
extended the subordination agreement with one subsidiary until
June 30, 2005.  The lenders continue to fund the Company.  
Diversified Corporate has entered into a second amendment with one
lender that acknowledges the extended subordination agreement with
the IRS.   

"We do not have a formal agreement with our other senior lender,
but this lender has continued to fund," the Company said in its
Annual Report.  "Currently, both lenders may demand repayment at
any time.  If we fail to pay all future federal payroll tax
liabilities arising after the subordination agreement on a timely
basis, the subordination agreement will expire and our senior
lenders will stop funding our operations.  This would have a
material adverse effect on our ability to continue as a going
concern."

The Company intends to sell its wholly owned subsidiary, Datatek
Group Corporation.  If a sale of Datatek is consummated, the cash
received should be adequate to repay most, if not all, of the past
due payroll tax liabilities.  As reported in the Troubled Company
Reporter on June 21, 2005, the Company disclosed that Axtive
Corporation will be unable to satisfy the conditions to closing
set forth in the Asset Purchase Agreement pursuant to which Axtive
agreed to acquire Datatek.

"We cannot give any assurance at this time that this sale will
occur.  Datatek is primarily involved in information technology
temporary and contract staffing and represented approximately 60%
of our 2004 temporary and contract staffing revenue," the Company
said.

The Company continues to evaluate other financing and
restructuring strategies including merger candidates and
investments through private placements.  The Company said it will
seek acquisitions to replace the revenues lost from the Datatek
sale by acquiring small companies where it can absorb their back
office operations into its own.

INFORMATION SYSTEMS CONSULTING CORP, MANAGEMENT ALLIANCE
CORPORATION, TEXCEL SERVICES, INC., and PREFERRED FUNDING
CORPORATION are borrowers under a Loan and Security Agreement
dated as of March 12, 2004 (as amended), with GREENFIELD
COMMERCIAL CREDIT, L.L.C., as lender.  DIVERSIFIED CORPORATE
RESOURCES, INC., DATATEK CROUP CORPORATION, MANAGEMENT ALLIANCE
GROUP OF INDEPENDENT CONSULTANTS, INC., and J. Michael Moore serve
as Guarantors under the Agreement.  

Diversified Corporate Resources, Inc., is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioMed and Finance and Accounting.  The Company
currently operates a nationwide network of eight regional offices.

At March 31, 2005, Diversified Corporate's balance sheet showed a
$2,765,000 stockholders' deficit, compared to a $1,899,000 deficit
at Dec. 31, 2004.


ENCORE ACQUISITION: S&P Rates Proposed $300MM Senior Notes at B
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on small to midsize oil and gas exploration company
Encore Acquisition Co.

At the same time, Standard & Poor's assigned its 'B' rating to the
company's proposed $300 million 6% senior subordinated notes due
2015.

Proceeds from the note offering will be used to refinance its
existing $150 million 8.375% senior subordinated notes due 2012,
as well as to repay existing bank borrowings under the company's
$750 million credit facility.

The outlook is stable.  Fort Worth, Texas-based Encore had about
$410 million of total debt as of March 31, 2005.

"The rating affirmation reflects our expectation that Encore
should be able to fund its aggressive organic growth spending in
2005, increase its production levels, and replace its reserves
primarily through internally generated cash flow while also
maintaining the appropriate financial profile and liquidity for
the current ratings," said Standard & Poor's credit analyst
Brian Janiak.

The ratings on Encore reflect its small to midsize reserve base of
173 million barrels of oil equivalent, which is 77% oil, modest
geographic diversification, and an aggressive growth strategy.


ENRON CORP: Commercial Paper Payments May Be Preference Payments
----------------------------------------------------------------
In separate pleadings, Enron Corp. sought to recover certain
transfers that it alleged were preferential or otherwise
avoidable from two groups of defendants:

    1. The J.P. Morgan Defendants, which among others include J.P.
       Morgan Securities, Inc., Goldman, Sachs & Co., Lehman
       Commercial Paper Inc., and more than a hundred other
       defendants.

    2. The Mass Mutual Defendants, which include Mass Mutual Life
       Insurance Co., J.P. Morgan Securities Inc., Goldman
       Sachs & Co., David L. Babson & Company, Inc., and more than
       70 other defendants.

Prior to the Petition Date, Enron issued and sold unsecured
commercial paper to various entities.  The commercial paper was
uncertificated with maturities of up to 270 days.

Pursuant to Issuing and Paying Agency Agreements, JP Morgan Chase
Bank and its predecessors-in-interest served as issuing and
paying agent in connection with Enron's commercial paper.  The
purchase and sale of Enron's commercial paper, including
commercial paper notes identified in the Complaints, as amended,
were made pursuant to terms set forth in an Offering Memorandum
dated September 14, 2001.

The Offering Memorandum provided that:

    "The Notes are not redeemable or subject to voluntary
    prepayment by [Enron] prior to maturity."

The terms of the Enron commercial paper notes did not allow
prepayment or early redemption of the notes.

Each of J.P. Morgan, Goldman Sachs and Lehman acquired the Enron
commercial paper for its own account, as a market maker, and on
behalf of its respective customers, as a dealer.  Those customers
purchasing the Notes through one of these dealers bought them
either from Enron itself or from other holders of outstanding
Enron commercial paper who sold certain of their holdings before
maturity.  J.P. Morgan, Goldman and Lehman documented their and
their customers' purchases of Enron commercial paper through
trading confirmation records.  The payment for the purchases was
made through Depository Trust Company, a clearing agency.

                  More than $1 Billion in Transfers

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, in New York,
relates that in a series of transactions commencing on
October 26, 2001, and concluding on November 6, 2001, Enron
transferred more than $1,000,000,000 in connection with the
Notes:

    * $892,275,860 to the J.P. Morgan Defendants; and

    * $233,677,605 to the Mass Mutual Defendants.

Mr. Oswald asserts that the Transfers were:

    -- for the prepayment of the Notes that had been sold to
       J.P. Morgan, Goldman, Lehman and other entities when
       issued;

    -- made by Enron to prepay individual Notes prior to the
       maturity date of those Notes;

    -- being made for the early redemption of the Notes; and

    -- in violation of the terms of sale of those Notes because
       the terms expressly prohibited any early redemption or
       prepayment of the Notes.

In the Complaints, Enron delineates the individual transfers that
it seeks to avoid against the various defendants in each of the
actions.

Mr. Oswald contends that prior to the Debtors making the
Transfers, some or all of the defendants were aware that the
Transfers might be subject to avoidance as J.P. Morgan, Goldman
or Lehman had informed them of the possibility.

In the Adversary Proceedings, Enron specifically seeks:

    1. avoidance of the Transfers as preferential payments under
       Section 547(b) of the Bankruptcy Code;

    2. avoidance of the Transfers as fraudulent conveyances under
       Section 548(a);

    3. avoidance of the Transfers as fraudulent, pursuant to
       Section 544(b) and any applicable state fraudulent
       conveyance or transfer law;

    4. recovery, pursuant to Section 550, of any of the Transfers
       that are deemed avoided as preferential transfers or
       fraudulent conveyances or transfers; and

    5. disallowance of any claims of each defendant against Enron
       unless and until the defendant turns over, or pays the
       value, to Enron of any transferred property for which the
       defendant is determined to be liable to Enron pursuant to
       Section 550.

                     Defendants Seek Dismissal

Almost all of the defendants filed motions to dismiss the
Complaints.  Other defendants joined in the dismissal motions
filed by others.

The defendants argue that the Transfers were "settlement
payments" made to complete securities transactions and, as a
matter of law, are protected from avoidance by the "safe harbor"
provisions of the Bankruptcy Code -- Sections 546(e) and
548(d)(2)(B).

The defendants further assert that since the Transfers are not
subject to avoidance, Enron's requests for recovery of any
avoided transfers, or disallowance of other claims by the
Defendants until the avoided Transfers are recovered, must also
be rejected.

                  Enron Opposes Dismissal Motions

Enron believes that, as a matter of law, the safe harbor provided
for securities transactions by the Bankruptcy Code does not apply
to the Transfers.  The Transfers, Mr. Oswald points out, were not
purchases of securities.  Rather, they were payments for the
early redemption of the Notes.

The defendants "disregard the limitation of the safe harbor to
settlement payments 'commonly used in the securities trade,'" Mr.
Oswald says.  The prepayments "were extraordinary, if not
unprecedented, and were directly contrary to the terms of the
operative offering documents."

Mr. Oswald explains that the Transfers, made for early redemption
of commercial paper at significantly above market price and
contrary to the terms of the offering documents that prohibited
the prepayments, were not "settlement payments" commonly used in
the securities trade as required by Section 546(e).

In addition, Enron contends that the safe harbor protection does
not apply to the commercial paper because the question of whether
it qualifies as a security, within the scope of Section 546(c) of
the Bankruptcy Code, is made by reference to the securities trade
which does not recognize short-term commercial paper as a
security.  Mr. Oswald tells the Court that the "short-term, rated
debt instruments, issued for the purpose of funding current
operations and not for investment, are not commonly recognized as
securities by the securities trade. . . ."

Accordingly, Enron insists that the Transfers are not protected
from avoidance by the safe harbor provisions of the Bankruptcy
Code and, therefore, can be recovered.  Until the payments or the
value of the Transfers is recovered, they form the basis upon
which to disallow the defendants' other claims.

                       Court Denies Dismissal

The Court agrees that Section 546(e) only protects from avoidance
those settlement payments that are "commonly used in the
securities trade."   Evidence must first be presented as to
whether the payments constitute settlement payments commonly used
in the securities trade, Judge Gonzalez says.

Citing Grafton, 321 B.R. at 539, Judge Gonzalez notes that
decisions that involve outright illegality or transparent
manipulation reject Section 546(e) protection.  Moreover, Judge
Gonzalez makes it clear that if the payments were made to retire
a debt, the Court would need to address the issue of whether the
payments are nonetheless settlement payments for purposes of
Section 546(e).

Accordingly, Judge Gonzalez deems as necessary:

    -- evidence on the issue of whether the Transfers were the
       result of the defendants' manipulation; and

    -- evidence as to whether the Transfers were made to retire
       and extinguish the debt or to trade the securities.

The Court recalls that certain defendants, in opposing the
constructive fraud claims, argue that the transfers were made for
value, because they retired antecedent debt.  Judge Gonzalez
considers the argument as premature.

A trial is still required to resolve the factual issue of whether
the Transfers were made to repurchase the Notes or to retire the
debt represented by the Notes, Judge Gonzalez says.  If the Court
concluded that the Transfers were made to repurchase the Notes,
then there would be no transaction involving the payment of an
antecedent debt to which to apply the "transfer for value"
argument.

Even on that finding, the Court would yet have to address the
issue of whether the short-term commercial paper at issue
qualifies as a security within the scope of Section 546(e), Judge
Gonzalez states.  If the Transfers are determined to be made to
retire the debt represented by the Notes, the Court would not
have to address this issue.

Accordingly, Judge Gonzalez, at this juncture, denies the
defendants' requests for dismissal.

The Court subsequently consolidated the Commercial Paper
Litigation with a number of other adversary proceedings to
address the issue whether the Debtors were insolvent at the time
certain payments were made or obligations were incurred, or
whether the Debtors became insolvent as a result of the
transfers.

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

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


ENRON CORP: Court OKs Pact Resolving Eight Statoil Entities' Claim
------------------------------------------------------------------
Enron Corp., Enron North America Corp., Enron Power Marketing,
Inc., and Enron Capital & Trade Resources International Corp.
entered into trading and swap transactions of natural gas, fuel
oil, crude oil and other energy products or services with these
entities:

     -- Statoil Marketing & Trading (US) Inc.,
     -- Statoil Asia Pacific Pte, Ltd.,
     -- Statoil (U.K.) Limited, Statoil North America, Inc.,
     -- Statoil Energy Trading, Inc., and
     -- Statoil ASA.

The Statoil Entities asserted more than $18 million in claims in
connection with the Contracts:

    Statoil
    Entity         Claim No.      Debtor            Claim Amount
    -------        --------       ------            ------------
    US               13020        ECTRIC                $190,600
    US               13019        ENA                    643,750
    US               13022        Enron                  643,750
    Asia             13779        ECTRIC                   4,350
    ASA              13043        ECTRIC               1,855,433
    ASA              13021        ENA                  1,855,433
    ASA              13042        Enron                1,855,433
    UK               13024        Enron               11,890,071

To resolve the claims and their obligations under the Contracts,
the parties stipulate that:

    -- Claim No. 13024 will be reduced to $11,864,841 and allowed
       against Enron as a Class 4 general unsecured claim, at the
       reduced amount;

    -- except for the Allowed Claim, all of the claims will be
       expunged;

    -- all of the Reorganized Debtors' scheduled claims
       pertaining to the Statoil Entities will be disallowed and
       expunged; and

    -- the parties will mutually release one another from all
       obligations under the Statoil Contracts and Guarantees.

Judge Gonzalez approves the Stipulation.

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

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


ENRON CORP: Wants Court OK on Hesten & Lilly Settlement Agreement
-----------------------------------------------------------------
Prior to the Petition Date, Enron Corp., Enron Energy Services
Operations, Inc., TCTJB V, Inc., f/k/a Affiliated Building
Services, Inc. f/k/a Enron Building Services, Inc., Enron Energy
Services, Inc., and Enron Energy Services North America Inc.
entered into a set of bundled transactions with Eli Lilly & Co.
The Enron Parties agreed to provide power, natural gas, energy
demand-side management, project services, operations and
maintenance services, and bill management services to Lilly.  In
connection with those transactions, Lilly and EESO formed a joint
venture -- LE Hesten Energy, LLC.

                            The Contracts

Under the terms of Hesten's Limited Liability Company Agreement:

    -- EESO acquired the Class A and C membership interest that
       entitled it to 50% of the voting rights and 30% of the
       economic interest in Hesten.

    -- Lilly acquired the Class B membership interest entitling it
       to 50% voting rights and 70% of the economic interest in
       Hesten.

EESO made a $50,000,000 initial contribution to Hesten, which was
subsequently distributed to Lilly on account of its Class B
membership interest.

To facilitate the provision of the Energy Services, the Enron
Parties, Hesten and Lilly also entered into 23 contracts,
including:

    -- a Commodity Management Agreement;

    -- an Energy Services Agreement;

    -- a Project, Operations, Maintenance and Repair Management
       Agreement

    -- a Head Lease Agreement; and

    -- a Tail Lease Agreement.

A full-text copy of a list and description of the 23 Contracts is
available for free at:

           http://bankrupt.com/misc/23HestonContracts.pdf

EESO later assigned its Class C membership interest to Merganser
LLC and its Class A membership interest to McGarret X, L.L.C.

As a result of certain Court-approved settlements, Enron
indirectly holds:

    -- 100% of the economic interests in both Merganser and
       McGarret; and

    -- Class A and C membership interests in Hesten.

In January 2002, EESI, pursuant to Section 365(a) of the
Bankruptcy Code, rejected the Commodity Management Agreement.
Pursuant to a stipulation entered on July 11, 2002, Lilly, Hesten
and EESO agreed that:

    -- certain of the Contracts were deemed rejected pursuant to
       Section 365;

    -- the automatic stay was lifted to the extent necessary to
       allow setoff of certain prepetition claims under certain of
       the Contracts; and

    -- the automatic stay was lifted to the extent necessary to
       permit Lilly and EESO to dissolve Hesten and terminate the
       LLC Agreement pursuant to its terms.

                            Hesten Claims

On October 10, 2002, Lilly caused Hesten to file two claims
against the Debtors:

    -- Claim No. 13095 against EESO, which asserts a partially
       secured claim for $60,000,000 based on EESO's alleged
       obligations under certain of the Contracts; and

    -- Claim No. 13096 against Enron, which asserts an unsecured
       claim for $60,000,000 based on Enron's guaranty of EESO's
       obligations under certain of the Contracts.

In November 2003, Enron and EESNA filed a complaint against
Applied Engineering Services, seeking to avoid preferential or
fraudulent transfers made to a subcontractor that was performing
work in connection with some of the Contracts.

In January 2004, Enron and EESO objected to the Hesten Claims,
disputing that any amounts were due to Hesten or Lilly under the
Contracts.

In November 2004, Lilly filed a complaint against Hesten in the
Superior Court of Marion County, Indiana, asserting breach of
contract and breach of warranty claims relating to some of the
Contracts.

                       Settlement Agreement

The Enron Parties, Hesten and Lilly reached an agreement
resolving all claims relating to the Contracts, the Litigation,
and the Hesten Claims.

The Parties agree that:

    a. Lilly will:

          -- pay Hesten $20,000,000;

          -- withdraw from Hesten and waive any right to receive
             past or future distributions from Hesten; and

          -- dismiss the Indiana Litigation with prejudice;

    b. The Avoidance Action will be dismissed with prejudice;

    c. Except for the LLC Agreement, the Contracts will be deemed
       null, void and unenforceable and the Parties will have no
       further obligation under the Contracts;

    d. The Hesten Claims will be disallowed and expunged; and

    e. The parties will exchange mutual releases of all
       obligations and other specified matters related to the
       Contracts and the Hesten Claims.

Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
points out that the Settlement resolves all disputes regarding
the Contracts, expunges claims against Enron and EESO aggregating
$120 million, and will enable Enron to recover over $20 million
in value from Hesten.

The Reorganized Debtors ask Judge Gonzalez to approve the
Settlement.

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

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


EXIDE TECH: Bank Lenders Waive Going Concern Opinion Covenant
-------------------------------------------------------------
According to J. Timothy Gargaro, Exide Technologies' Executive
Vice-President and Chief Financial Officer, the Company's failure
to deliver unqualified audited financial statements constituted a
default under its Credit Agreement, which default will mature
into an Event of Default if Exide fails to deliver unqualified
audited financial statements within 15 days after the Company is
given notice of this default by the Administrative Agent or any
Lender under the Credit Agreement.

Until the Company cures the default or any resulting Event of
Default, Mr. Gargaro explains, the Company cannot borrow
additional amounts or obtain additional letters of credit under
the Credit Agreement.  As of June 28, 2005, the Company had cash
and cash equivalents of $40,000.  In addition, after the default
has become an Event of Default and until it is cured, the
Required Lenders may terminate the revolving loan commitments,
accelerate the maturity of all outstanding term loans and
revolving credit loans under the Credit Agreement and proceed to
realize upon the collateral securing those loans.  The default,
Event of Default and, should it occur, acceleration may trigger
cross-default and cross-acceleration provisions that exist or may
exist in certain of the Company's or its subsidiaries' other
contracts, leases, licenses or instruments, resulting in defaults
and events of default under those Other Agreements.

Mr. Gargaro relates that as a result of the default, the Company
has reclassified the borrowings under the Credit Agreement, the
10.5% Senior Secured Notes and the Floating Rate Convertible
Senior Subordinated Notes.

                           Fifth Amendment

      ALPHARETTA, Georgia -- June 29, 2005 -- Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com-- announced today that
the Company has secured from its bank group a Credit Agreement
amendment and waiver related to a qualified going-concern opinion
that was included in its 10-K Annual Report for the fiscal year
ended March 31, 2005, which was filed today with the U.S.
Securities and Exchange Commission.

      The going-concern opinion resulted in a default under the
Company's Credit Agreement and prevented Exide from borrowing
under its Credit Agreement. With the amendment and waiver, the
Company now has access to borrowings under its Credit Agreement.

      "We appreciate the rapid action by our bank group in
addressing this issue so the Company can once again focus on
running the business and meeting the expectations of our
shareholders and customers," said Gordon A. Ulsh, President and
Chief Executive Officer.

                           *     *     *

A full-text copy of the proposed Fifth Amendment to Credit
Agreement, among Exide Technologies, Exide Global Holding
Netherlands C.V., certain lenders, and Deutsche Bank AG New York
Branch, as Administrative Agent, is available for free at
http://ResearchArchives.com/t/s?4a

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

                          *     *     *

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

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

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

These ratings were placed on review for possible downgrade:

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

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

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

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

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

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

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

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

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

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

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

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


EXIDE TECH: Earns $1.28 Billion Combined Net Income in Fiscal 2005
------------------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) filed its Annual Report on Form
10-K for the fiscal year ended March 31, 2005, on June 29, 2005.

On a combined basis, as noted in the Form 10-K, the Company
reported net sales of $2.69 billion in fiscal 2005 compared with
$2.5 billion in fiscal 2004.  This increase was principally
attributable to currency benefits and lead-related pricing
actions.

Net income as reported (including the effect of Fresh Start
accounting) was $1.28 billion in fiscal 2005 compared with a net
loss of $114.1 million in fiscal 2004.

The Company, as it has said in the past, uses adjusted EBITDA here
as a key measure of its operational financial performance, and it
is also a key element of the covenants in its bank agreements.  
This measure underlies the Company's operational performance and
excludes the nonrecurring impact of the Company's current
restructuring actions.  Adjusted EBITDA is defined as earnings
before interest, taxes, depreciation, amortization and
restructuring charges.  The Company's adjusted EBITDA definition
also adjusts reported earnings for losses from discounts on sales
of accounts receivable, the effect of noncash currency
remeasurement gains or losses, the noncash gain or loss from
revaluation of the Company's warrants liability and noncash gains
or losses on asset sales.

The Company's final results were at the higher end of preliminary
expectations announced to the investment community on May 16,
2005.  At that time, the Company provided an expectation that it
would report adjusted EBITDA in the range of $100-107 million.  
The Company's actual results reported for the fiscal year ended
March 31, 2005 reflect adjusted EBITDA of $105.7 million.

The Company also indicated that as a result of securing the
amendment of its Credit Agreement, announced on June 29, 2005,
certain debt obligations amounting to approximately $600 million,
which had been classified as current in the consolidated balance
sheet as of March 31, 2005, would be reclassified as non-current
in future filings.

Exide Technologies
Adjusted EBITDA Reconciliation by Segment
Fiscal Year Ended March 31, 2005
(in millions)

Fiscal Year Ended March 31, 2005

               Transportation     Industrial Energy
              ------------------ --------------------
                         Europe             Europe   
                North     and      North     and
               America    ROW     America    ROW     Other     Total
              --------- -------- --------- ------- --------- ---------
Net income
(loss)        $(104.8) $(105.5)   $(19.5) $(95.8) $1,607.2  $1,281.6

Interest
  expense, net       -        -         -       -      51.5      51.5
Income tax
  provision
  (benefit)          -        -         -       -      11.7      11.7
Fresh Start
  accounting
  adjustments,
  net                -        -         -       -    (228.4)   (228.4)
Gain on
  discharge of
  liabilities
  subject to
  compromise         -        -         -       -  (1,558.8) (1,558.8)
              --------- -------- --------- ------- --------- ---------
EBIT (excluding
Fresh Start
adjustments and
gain on
discharge of
liabilities
subject to
compromise)    (104.8)  (105.5)    (19.5)  (95.8)   (116.8)   (442.4)

Depreciation
  and
  amortization    26.5     32.3      10.6    33.6      13.6     116.6
Goodwill
  impairment     122.0    112.2      37.4   116.9         -     388.5
Reorganization
  items, net         -        -         -       -      30.0      30.0
Restructuring
  and impairment   3.6     26.7         -     8.1       4.7      43.1
Other
  restructuring
  costs included
  in general and
  administrative
  expenses         0.7        -       0.1     1.2       3.0       5.0
Currency
  remeasurement
  loss (gain)        -        -         -       -       3.7       3.7
Loss on
  revaluation of
  foreign
  currency
  forward
  contract           -        -         -       -      13.2      13.2
Unrealized gain
  on revaluation
  of warrants        -        -         -       -     (63.1)    (63.1)
Loss (gain) on
  sale of
  capital assets   0.1     (0.1)      0.1     5.4       2.1       7.6
Non-cash
  increase in
  cost of sales
  from Fresh
  Start
  inventory
  step-up          0.9      1.0       0.2     1.4         -       3.5
Other non-cash
  losses (gains)   1.5      2.4       0.6    (1.8)     (2.7)        -

              --------- -------- --------- ------- --------- ---------
Adjusted
EBITDA          $50.5    $69.0     $29.5   $69.0   $(112.3)   $105.7
              ========= ======== ========= ======= ========= =========

                                      Successor Predecessor   
                                       Company    Company     Total
                                      --------- ----------- ----------
                                      
Net income (loss)                      $(467.0)   $1,748.6   $1,281.6
                                      
  Interest expense, net                   42.7         8.8       51.5
  Income tax provision (benefit)          14.2        (2.5)      11.7
  Fresh Start accounting              
   adjustments, net                          -      (228.4)    (228.4)
  Gain on discharge of liabilities    
   subject to compromise                     -    (1,558.8)  (1,558.8)
                                      --------- ----------- ----------
EBIT (excluding Fresh Start           
adjustments and gain on              
discharge of liabilities             
subject to compromise)                 (410.1)      (32.3)    (442.4)
                                      
  Depreciation and amortization          108.7         7.9      116.6
  Goodwill impairment                    388.5           -      388.5
  Reorganization items, net               11.6        18.4       30.0
  Restructuring and impairment            42.5         0.6       43.1
  Other restructuring costs           
   included in general and            
   administrative expenses                 5.0           -        5.0
  Currency remeasurement loss         
   (gain)                                 (2.6)        6.3        3.7
  Loss on revaluation of foreign      
   currency forward contract              13.2           -       13.2
  Unrealized gain on revaluation      
   of warrants                           (63.1)          -      (63.1)
  Loss (gain) on sale of capital      
   assets                                  7.6           -        7.6
  Non-cash increase in cost of        
   sales from Fresh Start             
   inventory step-up                       3.5           -        3.5
  Other non-cash losses (gains)              -           -          -
                                      --------- ----------- ----------
Adjusted EBITDA                         $104.8        $0.9     $105.7
                                      ========= =========== ==========

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.


FEDDERS CORP: Form 10-K Filing Delay Triggers 9-7/8% Bond Default
-----------------------------------------------------------------
Fedders Corporation has outstanding $155 million in principal
amount of 9-7/8% Senior Notes due 2014, which are governed by an
indenture between the Company and U.S. Bank National Association,
a national banking association, as trustee.

The Company has not yet filed with the Securities and Exchange
Commission, its Annual Report on Form 10-K for the fiscal year
ended December 31, 2004 or its Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2005, the filing of which are
required under the Indenture.

On May 25, 2005, the Trustee issued a notice that the Company's
failure to file the Form 10-K is a default under the Indenture and
that the Company was required to file the Form 10-K as required
under the Indenture no later than June 24, 2005, the thirtieth day
following receipt of the Trustee's notice, in order to avoid an
event of default on the Senior Notes.  The Company was unable to
file the Form 10-K on or prior to June 24, 2005, and therefore an
event of default has occurred under the Indenture.  Upon the
occurrence of an event of default, the Trustee or holders of at
least 25% of the aggregate principal amount of the Senior Notes
outstanding can declare all Senior Notes to be due and payable
immediately. Such acceleration would require an additional notice
to the Company.

The Company is in contact with the Trustee on a periodic basis to
advise the Trustee of the status of the filing of its Annual
Report.  The Company believes it is in compliance with all other
terms of the Senior Notes.

Fedders Corporation manufactures and markets worldwide air
treatment products, including air conditioners, air cleaners, gas
furnaces, dehumidifiers and humidifiers and thermal technology
products.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2005,
Standard & Poor's Ratings Services lowered its ratings on air
treatment products manufacturer Fedders Corp., and Fedders North
America, Inc., including its corporate credit ratings to 'CCC'
from 'CCC+' following the company's announcement that it will
delay filing its Form 10-K for the fiscal year ended Dec. 31,
2004.  The delay was necessary because Fedders was unable to
complete its financial statements, including preparing supporting
documentation and providing this information to its auditors.


FEDDERS CORP: Bond Indenture Default Prompts S&P to Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on air treatment products manufacturer Fedders Corp. and
Fedders North America Inc. to 'CC' from 'CCC'.  At the same time,
Fedders North America's senior unsecured debt rating was lowered
to 'C' from 'CC'.

The outlook remains negative. Total debt outstanding at Sept. 30,
2004, was about $192 million.

The downgrade follows Liberty Corner, New Jersey-based Fedders'
announcement that an event of default (under its senior note
indenture) has occurred as a result of the company's failure to
file its annual report on Form 10K with the SEC within the
specified 30-day grace period.  Even though Fedders believes it is
in compliance with all other terms of its senior notes, as a
result of the occurrence of an event of default, the trustee or
holders of at least 25% of the aggregate principal amount of the
senior notes outstanding can declare all senior notes to be due
and payable immediately.

"While payment acceleration would require an additional notice to
the company, we are concerned with Fedders ability to continue to
meet its obligations under its senior notes, given its weak
financial profile and our belief that its liquidity position is
very constrained," said Standard & Poor's credit analyst Jean C.
Stout.  The company has not filed its Form 10Q for the quarter
ended March 31, 2005.  Fedders previously disclosed that it
anticipated a significant year-over-year drop in its 2005 first
quarter sales, and in order to reduce inventories, has
manufactured fewer room air conditioners during the first quarter
resulting in increased costs from lower overhead absorption.


HAYES LEMMERZ: Board of Directors Adopts Officer Bonus Plan
-----------------------------------------------------------
On June 14, 2005, the Board of Directors of Hayes Lemmerz
International, Inc., adopted the Hayes Lemmerz International,
Inc. Officer Bonus Plan.  The purpose of the Plan is to provide
financial incentives for certain officers of the Company and its
subsidiaries to achieve strategic performance objectives and to
attract and retain key personnel.

A full-text copy of Hayes Lemmerz International, Inc. Officer
Bonus Plan is available at the Securities and Exchange
Commission, at http://ResearchArchives.com/t/s?4e

According to Hayes' Vice President, General Counsel and Secretary
Patrick C. Cauley, the Compensation Committee of the Board will
administer the Bonus Plan.  Subject to the terms of the Plan, the
Compensation Committee will determine in its sole discretion the
persons who are to receive awards, the terms and conditions of
each award and the amount payable under any award.  The
Compensation Committee also has the authority to construe and
interpret any of the provisions of the Plan and any awards
granted, and to adopt, alter and repeal those administrative
rules, guidelines and practices governing the Plan as it deems
advisable.

Mr. Cauley relates that the Compensation Committee will determine
the performance periods.  The current performance period runs from
January 1, 2005, through June 30, 2006.  The Compensation
Committee will establish performance goals applicable to each
participant in the Plan.  Mr. Macauley notes that the performance
goals for any performance period may:

    -- differ among participants;

    -- be based on the performance of the Company as a whole, or
       of a subsidiary, division, department, region, function or
       business unit, or the performance of the individual; and

    -- be measured on an absolute basis or in relation to the
       Company's peers or an index.

Awards granted under the Plan may contain additional terms and
conditions as the Compensation Committee may determine, Mr.
Macauley adds.

                    Awards under the Bonus Plan

Mr. Cauley relates that awards under the Plan are expressed as a
percentage of base salary, determined without regard to bonus and
incentive pay or deductions or withholdings.

A copy of the form of Award Agreement under the HLI Bonus Plan is
available at the Securities and Exchange Commission, at
http://ResearchArchives.com/t/s?4f

The Compensation Committee, according to Mr. Cauley, will
establish a payout table or formula for purposes of determining
the amount of the award payable to each participant.  After the
end of each performance period, the Compensation Committee will
determine the extent to which each participant's performance goals
were achieved or exceeded.  The actual award for each participant
will be determined by applying the formula determined by the
Compensation Committee to the actual performance achieved as
determined by the Compensation Committee.

"The maximum amount of an award for any single performance period
is limited to 300% of base salary in the case of our Chief
Executive Officer and 200% of base salary in the case of any other
participant," Mr. Macauley says.  "The Compensation Committee may
eliminate any participant's award or reduce it below that which
otherwise would be payable in accordance with the Plan.  Awards
with respect to the current performance period will be paid one-
third in July 2006, one-third in July 2007 and one-third in July
2008.  Generally, a participant will only be entitled to payment
of an award if the participant continues to be an eligible officer
on the date of payment."

In the event of certain transactions described in the Plan
constitute a change of control or the sale of substantially all of
the assets of the Company for which a participant is performing
services, each participant will become fully vested in the target
award and any amounts payable under any outstanding award will be
paid in a cash lump sum as soon as administratively feasible after
the transaction has been completed.  In certain situations, a
participant whose employment is terminated will have the right to
a pro rata portion of the award, determined by the multiplying the
target award amount by a fraction the numerator of which is the
number of months the participant was employed during the
performance period and the denominator of which is the number of
months in the performance period.

The Board may amend, alter or discontinue the Plan, but any
amendment, alteration, or discontinuation may not materially
impair the rights of a participant under any award previously
granted without the participant's consent.  The Compensation
Committee may amend the terms of any award, but no amendment may
impair or adversely affect any vested portion of the award without
the participant's consent.

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Del. Case No. 01-11490) and emerged in
June 2003.  Eric Ivester, Esq., and Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meager & Flom represent the Debtors.  (Hayes
Lemmerz Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on April 11, 2005,
Moody's Investors Service assigned a B2 rating for HLI Operating
Company, Inc.'s proposed $150 million guaranteed senior secured
second-lien term loan facility.  HLI Opco is an indirect
subsidiary of Hayes Lemmerz International, Inc.  The rating
outlook remains stable.

While the company has reaffirmed its earning guidance and the
senior implied and guaranteed senior secured first-lien facility
ratings remain unchanged at B1, Moody's determined that widening
of the downward notching of HLI Opco's guaranteed senior unsecured
notes was necessary to reflect additional layering of the
company's debt.  The senior unsecured notes are effectively
subordinated to the proposed new senior secured second-lien term
facility, and approximately $75 million of higher-priority debt
will be added to the capital structure.

These specific rating actions were taken by Moody's:

   * Assignment of a B2 rating for HLI Operating Company, Inc.'s
     proposed $150 million guaranteed senior secured second-lien
     credit term loan C due June 2010;

   * Downgrade to B3, from B2, of the rating for HLI Operating
     Company, Inc.'s $162.5 million remaining balance of 10.5%
     guaranteed senior unsecured notes maturing June 2010 (the
     original issue amount of $250 million was reduced as a result
     of an equity clawback executed in conjunction with Hayes
     Lemmerz's February 2004 initial public equity offering);

   * Affirmation of the B1 ratings for HLI Operating Company,
     Inc.'s approximately $527 million of remaining guaranteed
     senior secured first-lien credit facilities, consisting of:

   * $100 million revolving credit facility due June 2008;

   * $450 million ($427.3 million remaining) bank term loan B
     facility due June 2009 (which term loan is still expected to
     be partially prepaid through application of about half of the
     net proceeds of the proposed incremental debt issuance);

   * Affirmation of the B1 senior implied rating;

   * Downgrade to Caa1, from B3, of the senior unsecured issuer
     rating (which rating does not presume the existence of
     subsidiary guarantees).


HLP HOLDINGS: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: HLP Holdings, LLC
        1910 North Taft Hill Road
        Fort Collins, Colorado 80524

Bankruptcy Case No.: 05-26350

Chapter 11 Petition Date: July 1, 2005

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Ken McCartney, Esq.
                  P.O. Box 1364
                  Cheyenne, Wyoming 82003-1364
                  Tel: (307) 635-0555

Total Assets: $3,030,000

Total Debts:  $5,699,477

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Colorado Lending Source       Collateral FMV          $1,268,867
518 17th Street, Suite 800    4361,914
Denver, CO 80202

Western States Bank                                   $1,034,362
1630 North College Avenue
Fort Collins, CO 80524

Robert Gallenstein                                      $650,000
1910 North Taft Hill Road
Fort Collins, CO 80525

Larimer County Tax Assessor                              $42,000
P.O. Box 2336
Fort Collins, CO 80522

Larimer County Tax Assessor                              $36,000
P.O. Box 2336
Fort Collins, CO 80522

Colorado Custom Lift                                     $14,007
49 29 Road,
Grand Junction, CO 81501


HOVNANIAN ENTERPRISES: Prices 5,000,000 Depositary Shares
---------------------------------------------------------
Hovnanian Enterprises, Inc. (NYSE: HOV) priced the offering of
5,000,000 depositary shares representing its Series A Perpetual
Preferred Stock, with a liquidation value of $25 per depositary
share.  The Series A Perpetual Preferred Stock will pay a dividend
at an annual rate of 7.625%.  The company has also granted to the
underwriters an over-allotment option to purchase up to a maximum
of 750,000 additional depositary shares.

The preferred stock will not be convertible into the company's
common stock and will be redeemable at the company's option at the
liquidation value of the shares five years after their issuance.
Dividends on the preferred stock will not be cumulative.  The
offering was made by Hovnanian Enterprises, Inc. under its
recently amended shelf registration statement.  The net proceeds
from the offering will be used for the repayment of debt
outstanding under the company's revolving credit facility.  The
company has applied to have the depositary shares quoted on The
Nasdaq National Market.  If approved for quotation, the company
expects the shares will begin trading within 30 days after initial
delivery.

Credit Suisse First Boston, UBS Investment Bank and Wachovia
Securities are acting as joint lead and book running managers for
the offering with JMP Securities acting as a joint lead manager
and Citigroup, RBC Capital Markets, BB&T Capital Markets,
JPMorgan, KeyBanc Capital Markets, Piper Jaffray, BNP Paribas,
Calyon Securities (USA) Inc., Comerica Securities and RBS
Greenwich Capital acting as co-managers.

A copy of the prospectus supplement and the related prospectus for
the offering may be obtained from the joint book running managers
at the following addresses:

    -- Credit Suisse First Boston LLC, Prospectus Department, One
       Madison Avenue, New York, New York 10010, (212) 325-2580;

    -- UBS Investment Bank, Fixed Income Syndicate, 677 Washington
       Boulevard, Stamford, Connecticut 06901, (203) 719-1088; or

    -- Wachovia Securities, 8739 Research Drive, Mail Code NC0675,
       Charlotte, North Carolina 28262, (704) 593-7559.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

Hovnanian Enterprises, Inc., founded in 1959 by Kevork S.
Hovnanian, Chairman, is headquartered in Red Bank, New Jersey.  
The company is one of the nation's largest homebuilders with
operations in Arizona, California, Delaware, Florida, Illinois,
Maryland, Michigan, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Goodman Homes, Matzel &
Mumford, Diamond Homes, Westminster Homes, Forecast Homes,
Parkside Homes, Brighton Homes, Parkwood Builders, Great Western
Homes, Windward Homes, Cambridge Homes and Town & Country Homes.
As the developer of K. Hovnanian's Four Seasons communities, the
company is also one of the nation's largest builders of active
adult homes.

                          *     *     *

As reported in the Troubled Company Reporter on July 1,2005, Fitch
Ratings has assigned a 'B+' rating to Hovnanian Enterprises,
Inc.'s (NYSE: HOV) $100 million series A noncumulative perpetual
preferred stock issuance.  The offering of 4 million depository
shares represent Hovnanian's series A perpetual preferred stock,
with a liquidation value of $25 per depository share.  Fitch also
affirms HOV's existing ratings:

     -- Senior debt 'BB+';
     -- Senior subordinated debt 'BB-';
     -- Rating Outlook Stable.

The proceeds from the perpetual preferred stock offering will be
used to repay the debt outstanding under HOV's revolving credit
facility.

Fitch allocated 100% equity credit to the new issuance given the
perpetual term of the preferred stock combined with the
noncumulative dividend feature.  The preferred stock will not be
convertible into HOV's common stock and will be redeemable at the
company's option at the liquidation value of the shares five years
after their issuance.  If HOV chooses to exercise such redemption
rights, its intention is to only do so with the proceeds from the
issuance of equally equity-like or more-equity like securities.  
The preferred stock ranks junior to HOV's debt securities, but
ranks senior to the common stock.

According to Fitch's calculations, proforma April 30, 2005 equity-
adjusted debt-to-total capital at HOV was 45.5%.

Hovnanian Enterprises, Inc., the eighth largest homebuilder in the
United States, designs, constructs and sells single-family
detached homes, attached town homes and condominiums, mid-rise and
high-rise condominiums, urban infill and active adult homes in
planned residential developments.  HOV consists of two operating
groups: homebuilding and financial services.

The financial services group provides mortgage loans and title
services to HOV's homebuilding customers.  HOV is currently
offering homes for sale in 308 communities in 33 markets in 17
states, primarily marketing and building homes for the first-time
buyers, first-time and second-time move-up buyers, luxury buyers,
active adult buyers and empty nestors.  Prices range from $46,000
to $1,350,000 with an average sales price, including options, of
$280,000 in fiscal 2004. HOV reported revenues of $4.16 billion
and net income of $354.76 million last year.


IPC ACQUISITION: S&P Rates Proposed $335 Mil. Sr. Sec. Loan at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and '2' recovery rating to New York, New York-based IPC
Acquisition Corp.'s proposed $335 million first-lien senior
secured bank facility, which will consist of a $285 million term
loan (due 2011) and a $50 million revolving credit facility (due
2010).  At the same time, Standard & Poor's assigned its 'B-' bank
loan rating and '5' recovery rating to the company's proposed $150
million second-lien senior secured term loan, due 2012.

Standard & Poor's also affirmed its 'B+' corporate credit rating
and negative outlook.

The first-lien senior secured bank loan rating, which is rated the
same as the corporate credit rating, along with the recovery
rating, reflect our expectation of substantial (80%-100%) recovery
of principal by lenders in the event of a default or bankruptcy.
The 'B-' second-lien senior secured bank loan rating, which is two
notches below the corporate credit rating, along with the '5'
recovery rating, indicate our expectation that the second-lien
creditors can expect negligible (0%-25%) recovery of principal in
the event of a default or bankruptcy.  Proceeds from the bank
facilities will primarily be used to refinance an existing bank
facility, finance a tender offer for the company's $150 million
11.5% senior subordinated notes, and to repurchase equity.

"The ratings reflect IPC's concentrated product base and end
market, along with an aggressive financial policy; these are only
partly offset by a leading niche market position and adequate cash
flow for the rating," said Standard & Poor's credit analyst Ben
Bubeck.  IPC is the world's leading provider of voice trading
systems and services to large financial services and other trading
companies.  The company designs, manufactures, and installs
desktop hardware--called turrets--and related switching gear that
provide reliable communications between trading parties.  Pro
forma for its proposed new bank facility, IPC had approximately
$455 million of operating lease-adjusted debt as of March 2005.


IRVING TANNING: Disclosure Statement Hearing Set for July 6
-----------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Maine will convene a
hearing at 1:00 p.m., on July 6, 2005, to consider the adequacy of
the Disclosure Statement explaining the Plan of Reorganization
filed by Irving Tanning Company.

The Debtor filed its Disclosure Statement and Plan on June 24,
2005.

                        About the Plan

   1) The secured claims of TD Banknorth, N.A., formerly known as
      Banknorth, N.A., will be satisfied through a combination of:

      (a) adequate protection payments, in the aggregate amount of  
          $2.1 million, made by the Debtor to TD Banknorth since
          the filing of its chapter 11 case;

      (b) a payment made to TD Banknorth, which will be funded, in
          part, through an equity contribution to the Debtor by
          Irving Acquisition, Inc., an affiliate of Meriturn
          Partners, LLC; and

      (c) the proceeds of exit financing to be provided by Wells
          Fargo Business Credit, Inc. or other lenders, which may
          include the Finance Authority of Maine, Coastal
          Enterprises, Inc., and the Eastern Maine Development
          Corporation.

   2) The secured claim of Harwood Street Partners I, L.P. will be
      satisfied by the transfer to Harwood, of the collateral for
      that claim, namely, a specified pool of accounts receivable
      that had been written off by the Debtor.

   3) By agreement with the Department of Economic & Community
      Development, the DECD will not receive or retain any    
      property on account of its claims against the Debtor.

   4) The secured tax claims of the Town of Hartland will be paid
      in full, in the ordinary course, but the Town will not
      receive any distribution on account of its unsecured claims
      against the Debtor, which total more than $800,000.  
      Additionally, the Town has agreed to take a title to certain
      parcels of real estate that are not used in the operation of
      the Debtor's business.

   5) Allowed administrative expense claims and certain allowed
      priority claims, including claims for accrued salaries and
      deferred compensation, will be paid in full on or before the
      Effective Date of the Plan, or over a period of time as the
      Debtor and the holder of those claims may agree upon.
   
   6) Allowed priority claims held by employees on account of
      accrued vacation will be satisfied by either the provision
      of paid vacation time in accordance with policies to be
      adopted by the Reorganized Debtor or, with respect to
      persons that are no longer employed by the Debtor or that do
      not continue to be employed by the Reorganized Debtor, by
      payment of cash on or before the Effective Date of the Plan.

   7) General unsecured claims, amounting to approximately  
      $3,200,000, and including claims arising out of or related
      to environmental liabilities, will receive their pro rata
      share of:

     (a) the net proceeds of avoidance actions created by chapter
         5 of the Bankruptcy Code that may be brought by the
         Reorganized Irving, if any; and

     (b) the proceeds from the sale of certain real estate to be
         conveyed by the Debtor to a trust for the benefit of the
         holders of general unsecured claims.  Because the amount
         of recoveries and the value of the real estate is unknown
         at this time, the Debtor cannot estimate the amount that
         may be distributed to the holders of general unsecured
         claims.

8) Holders of equity interests will not receive or retain any
   property on account of their claims.  All of the equity  
   interests in the Reorganized Debtor will be distributed to
   Irving Acquisition on account of its contributions to the
   Debtor.

A full-text copy of the Disclosure Statement (together with a copy
of the Plan annexed as an exhibit) is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050704022634

Objections to the approval of the Disclosure Statement, if any,
must be filed and served by July 5, 2005.

Headquartered in Hartland, Maine, Irving Tanning Company, --
http://www.irvingtanning.com/-- is a leading supplier of leather    
to global footwear, handbag and personal leather goods industries.  
The Company filed for chapter 11 protection on March 17, 2005
(Bankr. D. Maine Case No. 05-10423).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $22 million and
total debts of $15 million.


KAISER ALUMINUM: Classification & Treatment of Claims Under Plan
----------------------------------------------------------------
The Plan of Reorganization filed by Kaiser Aluminum Corporation,
together with Kaiser Aluminum & Chemical Corporation and 19 of
their subsidiaries, provides for the classification of claims and
equity interests in accordance with Section 1122(a) of the
Bankruptcy Code.  Section 1122(a) permits a plan to place a claim
or an interest in a particular class only if the claim or interest
is substantially similar to the other claims or interests in that
class.

The Debtors estimate that the aggregate allowed amount of claims
entitled to a distribution under the Plan are:

              Claim                               Allowed Amount
              ------                              --------------
Claims Against KACC and the Debtor Guarantors:
    9-7/8% Senior Note Claims                       $181,168,829
    10-7/8% Senior Note Claims (Series B)            181,185,156
    10-7/8% Senior Note Claims (Series D)             51,767,188
    Subordinated Note Claims                         427,200,000

Claims Against KACC:
    6-1/2% RPC Revenue Bond Claims                    12,760,461
    7-3/4% SWD Revenue Bond Claims                    20,051,667
    7.60% SWD Revenue Bond Claims                     18,045,789

PBGC Claims Against Each Debtor:
    PBGC Claims                                      616,000,000

Certain types of Claims are not placed into voting Classes,
therefore, are not considered impaired because they are
automatically entitled to specific treatment provided for them in
the Bankruptcy Code.

Pursuant to Section 1123(a)(1), Administrative Claims and
Priority Tax Claims have not been classified and thus are not
entitled to vote to accept or reject the Plan.

The Plan groups claims against and equity interests in the Debtors
into 15 Classes.

Class     Description     Treatment & Recovery Under the Plan
-----     -----------     -----------------------------------
  N/A      Administrative  Paid in full, in Cash
           Claims
                           Unimpaired

  N/A      Priority Tax    Paid in full, in Cash
           Claims
                           Unimpaired

                           Estimated Claims Amount: $3,000,000

   1       Unsecured       Paid in full, in Cash
           Priority
           Claims          Unimpaired

                           Estimated Claims Amount: $0

   2       Convenience     Paid in Cash equal to 2.7%
           Claims          of the Claim's allowed amount

                           Impaired

                           Estimated Claims Amount: $20 million

                           Estimated Recovery: 2.7%

   3       Secured         At the Debtor's election, a secured
           Claims          creditor will be treated either:

                           * each holder will receive cash equal
                             to the Claim's allowed amount; or

                           * each Allowed Claim which the
                             applicable Debtor or Reorganized
                             Debtor elects or is deemed to have
                             elected this option will be
                             reinstated.

                           Unimpaired

                           Estimated Claims Amount: $5 million

    4      Canadian        The PBGC will receive 2,160,000 shares
           Debtor PBGC     of New Common Stock and $2.5 million
           Claims          in Cash

                           Impaired

                           Allowed Claims Amount: $616 million

                           Estimated Recovery: 6.6%

   5       Asbestos        To be determined and paid pursuant to
           Personal        the Asbestos PI Trust Agreement and
           Injury          the Asbestos Distribution Procedures
           Claims
                           Impaired

   6       CTPV Personal   To be determined and paid pursuant to
           Injury Claims   the CTPV PI Trust Agreement and the
                           CPTV Trust Distribution Procedures

                           Impaired

   7       NIHL Personal   To be determined and paid pursuant to
           Injury Claims   the NIHL PI Trust Agreement and the
                           NIHL Distribution Procedures

                           Impaired

   8       Silica          To be determined and paid pursuant to
           Personal        the Silica PI Trust Agreement and the
           Injury Claims   Silica Distribution Procedures

                           Impaired

   9       General         To receive a Pro Rata Share of
           Unsecured       4,460,000 shares of New Common Stock,
           Claims          with any Cash or property pursuant to
                           the distributions under the Plan

Subclass  Senior          Pursuant to the Senior Subordinated
   9A      Subordinated    Note Indenture and the 7-3/4% SWD
           Note Claims     Revenue Bond Settlement, the aggregate
                           amount of consideration will be
   9B      Other           distributed on a pro rata basis, based
           Unsecured       relative allowed amounts of those
           Claims          Claims against KACC.

                           Impaired

                           Estimated Claims Amount: $2.9 billion
                           (being $427 million for Subclass 9A
                           and $2.473 billion for Subclass 9B).

                           Estimated Recovery: 2.7% (subject, in
                           the case of Senior Notes, the 7-3/4%
                           SWD Revenue Bonds and the Senior
                           Subordinated Notes, to the contractual
                           subordination provisions of the Senior
                           Subordinated Note Indenture and the
                           7-3/4% SWD Revenue Bond Settlement)

   10      Canadian        Paid in full, in Cash
           Debtor Claims
                           Unimpaired

                           Estimated Claims Amount: $0

   11      Intercompany    To receive treatment as set forth in
           Claims          the Intercompany Claims Settlement;
                           the KFC Claim will be included in
                           Class 9

                           Impaired

   12      KAC Old Stock   No property will be distributed to or
           Interests       retained by the each holder

                           Impaired

   13      Kaiser Trading  No property to be distributed to or
           Old Stock       retained by each holder.  On the
           Interests       Effective Date, 100 shares of
                           Reorganized Kaiser Trading's common
                           stock will be issued to the Asbestos
                           PI Trust and the Silica PI Trust.

                           Impaired

   14      KACC Old Stock  Subject to the Restructuring
           Interests       Transactions, no property will be
                           Distributed to or retained by each
                           holder

                           Impaired

   15      Other Old       Subject to the Restructuring
           Stock           Transactions, the Allowed Interests
           Interests       will be reinstated

                           Unimpaired

The Debtors state that the classification and treatment of
Allowed Claims under the Plan take into consideration all
Secondary Liability Claims and that no distributions on account of
any Secondary Liability Claims will be made.  Secondary Liability
Claims are those claims other than a Channeled Personal Injury
Claim that arises from a Debtor being jointly, severally or
secondarily liable for any contractual, tort or other obligation
of another Debtor based on vicarious liability, piercing the
corporate veil or the doctrine of alter ego liability, or similar
legal theories.

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


KAISER ALUMINUM: Wants Exclusive Periods Extended Until Sept. 30
----------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates, including
Alpart Jamaica, Inc., Kaiser Jamaica Corporation, Kaiser Alumina
Australia Corporation, and Kaiser Finance Corporation -- the
Liquidating Debtors -- ask the U.S. Bankruptcy Court for the
District of Delaware to extend:

   * the period within which they have the exclusive right to
     file a plan or plans for additional three months, through
     and including September 30, 2005; and

   * extending the period within which they have the exclusive
     right to solicit acceptances of that plan through and
     including November 30, 2005, or approximately 60 days after
     the expiration of the Exclusive Filing Period, as extended.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that Kaiser Aluminum Corporation and
the other Remaining Debtors have been negotiating extensively with
their creditor constituencies over an extended period of time to
develop terms of a consensual plan of reorganization.  The
Remaining Debtors have just recently filed a plan and disclosure
statement that reflect the culmination of various negotiations,
although certain issues involving the treatment of asbestos and
other tort claims remain under negotiation.  With the filing of
the reorganization plan and disclosure statement, the Debtors will
continue to pursue their objective of emerging from bankruptcy in
the fourth quarter of this year, Mr. DeFranceschi says.

The Debtors tell Judge Fitzgerald that the requested extension
will provide time to complete the confirmation process for the
Liquidating Debtors and permit the Remaining Debtors to proceed
with the solicitation and confirmation of their plan of
reorganization.

The Remaining Debtors assure the Court that they will work
aggressively to solicit and confirm their plan of reorganization
and remain hopeful that their work can be completed prior to the
expiration of the requested extension of the Exclusive Periods.  
However, given the complexity of the plan and the solicitation
process as well as the issues that remain open among the tort
constituencies, the Debtors expressly reserve their right to
further extensions of the Exclusive Period as required.

Mr. DeFranceschi recounts that the major progress in the Debtors'
cases includes:

   -- the restructuring of the Debtors' retiree medical and
      pension liabilities;

   -- the implementation of the Debtors' strategic plan to sell
      their commodities business;

   -- the resolution of environmental liabilities;

   -- the resolution of the treatment of inter-company claims;
      and

   -- the resolution of the treatment of asbestos and other
      liabilities.

According to Mr. DeFranceschi, neither the Debtors' creditors nor
any other party-in-interest will be harmed by the proposed
extension of the Exclusive Periods.

Judge Fitzgerald will convene a hearing on August 29, 2005, at
1:30 p.m. to consider the Debtors' request.  By application of
Del.Bankr.LR 9006-2, the Debtors' Exclusive Periods are
automatically extended through the conclusion of that hearing.  
Objections to the request are due July 14, 2005.

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)


LARRY GRAVES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Larry D. Graves
        P.O. Box 11328
        Knoxville, Tennessee 37939

Bankruptcy Case No.: 05-33620

Type of Business: The Debtor previously filed for chapter 11
                  protection on June 1, 2004 (Bankr. E.D. Tenn.
                  Case No. 04-32926).

Chapter 11 Petition Date: June 30, 2005

Court: Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: John P. Newton, Jr., Esq.
                  Law Office of John P. Newton
                  9700 Westland Drive, Suite 101
                  Knoxville, Tennessee 37922
                  Tel: (865) 777-1106
                  Fax: (865) 777-1107

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
First Peoples Bank                            $1,521,000
P.O. Box 590
Jefferson City, TN 37760

First Peoples Bank                              $850,000
P.O. Box 590
Jefferson City, TN 37760

Friendly's Ice Cream                            $317,705
c/o Christopher Conner
Ambrose, Wilson, Grimm & Durand
607 Market Street, Ninth Floor
Knoxville, NC 37901

Bank of America                                 $197,000

John Turley                                     $117,000

Frank Ambrister                                 $105,000

First Peoples Bank                              $100,000

CBBC                                             $76,000

U.S. Food Service                                $56,000

Comfort Real Estate LLC                          $45,000

AmSouth Bank                                     $32,000

Costa Regas                                      $30,000

First Peoples Bank                               $30,000

Bernstein, Stair & McAdams LLP                   $28,000

Robert McManus                                   $25,000

MBNA America                                     $23,000

Carolyn Graves                                   $21,000

Somerset Food Service                            $18,521

Institutional Jobbers                            $11,000

Lattimore, Black, Morgan & Cain, PC               $9,550


LB COMMERCIAL: Fitch Affirms Default Rating on $6.4 Million Certs.    
------------------------------------------------------------------
Fitch Ratings upgrades these classes of LB Commercial Conduit
Mortgage Trust II's commercial pass-through certificates, series
1996-C2 and removes them from Rating Watch Positive:

     -- $15.9 million class D to 'AAA' from 'AA+'
     -- $7.9 million class E to 'AAA' from 'A'.

In addition, the following classes are affirmed:

     -- $507,146 class A at 'AAA';
     -- $27.8 million class B at 'AAA';
     -- Interest-only class IO at 'AAA';
     -- $23.8 million class C certificates at 'AAA';
     -- $21.8 million class F at 'B+'.

The $6.4 million class G remains at 'D'.  Classes H and J have
been reduced to zero due to losses.

The upgrades are the result of increased credit enhancement due to
loan payoffs and amortization.  The balance of the transaction has
been reduced 74% to $104 million from $397 million at issuance.  
Of the original 109 loans in the transaction, only 40 remain
outstanding.  The transaction has incurred $23.4 million in losses
since issuance.

Currently, three loans are in special servicing, representing
9.95% of the transaction.  The largest loan in special servicing
(7.75%) is a 284-unit multifamily property in Grand Blanc, MI.  
The loan transferred in December 2003 as the result of a monetary
default.  The special servicer is currently in the process of
foreclosing on the property and exploring a note sale.  Fitch
expects a loss when the loan is liquidated.

The remaining two specially serviced loans are limited service
hotels and have both been brought current.  The loans remain
specially serviced due to delinquent escrow payments or fees.  The
special servicer is working with the borrowers to cure the
remaining defaults.


LEE'S TRUCKING: Section 341(a) Meeting Slated for Wednesday
-----------------------------------------------------------
The United States Trustee for Region 13 will convene a meeting of
Lee's Trucking, Inc.'s creditors at 1:00 p.m., on July 6, 2005, at
the U.S. Post Office & Courthouse located in 101 S. Jackson
Avenue, Room 315 in El Dorado, Arkansas.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in El Dorado, Arkansas, Lee's Trucking --
http://www.leestrucking.com/-- transports bulk chemicals, non-  
hazardous materials, hazardous materials, and hazardous waste.
The Company filed for chapter 11 protection on May 13, 2005
(Bankr. W.D. Ark. Case No. 05-73565).  Robert L. Depper, Jr.,
Esq., at Depper Law Firm represents the Debtor on its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.


LORAL SPACE: Extends Rights Offering Until July 29
--------------------------------------------------
Loral Space & Communications Ltd. (OTC Bulletin Board: LRLSQ) is
extending to July 29, 2005, at 4:00 pm (Eastern Time) the
expiration date of the Rights Offering in connection with and
subject to the terms and conditions set forth in its Plan of
Reorganization previously filed with the U.S. Bankruptcy Court for
the Southern District of new York.   

The extension of the Rights Offering expiration date does not
affect Loral's Plan of Reorganization or its timetable for
emergence from chapter 11.  The hearing to confirm the Plan of
Reorganization remains scheduled for July 13, 2005.  The effective
date for the company's emergence from chapter 11 will follow
confirmation and the subsequent satisfaction of customary
regulatory and other requirements.

On June 29, 2005, Loral filed its Plan Supplement, which included,
among other things, a form of the indenture for the New Skynet
Notes to be issued in connection with this Rights Offering.  There
are significant differences between certain of the principal terms
of the New Skynet Notes described in the term sheet filed
previously with the Plan and certain of the provisions set forth
in the form of the indenture for the New Skynet Notes filed with
the Plan Supplement.  Loral, therefore, with the consent of the
Creditors' Committee, has extended the expiration date of the
Rights Offering so that entitled participants have more time to
decide whether to participate in it.

In the next several days, Loral will send those persons entitled
to participate in the Rights Offering certain additional materials
relating to the exercise of their subscription rights.

Loral Space & Communications is a satellite communications
company.  It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet services
and other value-added communications services.  Loral also is a
world-class leader in the design and manufacture of satellites and
satellite systems for commercial and government applications
including direct-to-home television, broadband communications,
wireless telephony, weather monitoring and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


LY VAN TRIEU: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ly Van & Jasmine Nguyen Trieu
        14809 Nassau Drive
        Biloxi, Mississippi 39536

Bankruptcy Case No.: 05-52942

Chapter 11 Petition Date: July 1, 2005

Court: Southern District of Mississippi (Gulfport)

Judge: Edward Gaines

Debtor's Counsel: Robert Gambrell, Esq.
                  Gambrell & Associates, P.A.
                  2462 Pass Road, P.O. Drawer 8299
                  Biloxi, Mississippi 39535
                  Tel: (228) 388-9316
                  Fax: (228) 388-4433

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.


MANITOWOC CO: S&P Rates $300 Mil. Revolving Credit Facility at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' secured bank
loan rating to diversified manufacturing company The Manitowoc Co.
Inc.'s $300 million revolving credit facility due in 2010.  The
recovery rating is '1', indicating a high expectation of full
principal recovery in the event of a payment default.  All the
company's other ratings are affirmed, including the 'BB-'
corporate credit rating.

The company, located in Manitowoc, Wisconsin, had about $2 billion
in sales and about $500 million in debt outstanding at the end of
March 2005.

"The ratings on Manitowoc reflect its fair business positions in
the highly cyclical construction and industrial end markets and
its aggressive financial profile," said Standard & Poor's credit
analyst John R. Sico.

Manitowoc provides cranes, food-service equipment, and marine
services and has broad positions in those three diverse segments,
as well as good customer, product, and geographic diversity and
low-cost and efficient global manufacturing operations.  The
company has leading positions in all three segments.

Manitowoc's crane business, which accounts for about 64% of
company revenues, has seen a gradual operations improvement.  It
is expected to continue expanding even though construction
spending generally lags the economy -- the construction equipment
sector has been particularly affected by the severe decline in
nonresidential construction spending since 2001, with cranes
affected more than other construction equipment.  Although
Manitowoc's crane operation's sales and earnings improved
significantly in 2004, the heavy-duty/high-capacity crawler crane
market in North America still remains somewhat soft.  Still, the
outlook is for gradual improvement in 2005 and 2006.  Operating
margins rose to 5% in the crane segment, up from 2.5% in the prior
year, despite the effect of higher steel costs.

The food-service segment accounts for about 24% of sales but
contributed slightly more to operating earnings than the crane
segment.  Operating margins in the segment were about 14%,
slightly lower than in the previous year because of higher prices
for steel and other commodities.  This segment is more focused on
the replacement and renovation market than on sales to new
locations.

Performance in the marine business, which accounts for about 12%
of sales, has improved because of new projects at shipyards and a
good winter repair season.  In the first quarter of 2005, the
company struggled to overcome the effect high steel costs had on
the margins in this segment as well as to control labor and other
operating costs rising amid greater shipbuilding and repair
activity.


MERIDIAN AUTOMOTIVE: Court Okays Use of Cash Collateral
-------------------------------------------------------
Judge Walrath of the U.S. Bankruptcy Court for the District of
Delaware approved Meridian Automotive Systems, Inc., and its
debtor-affiliates' continued use of cash collateral.

The Debtors' right to use Cash Collateral will terminate on an
event of default or the Maturity Date of the Credit Suisse
Facility.  Judge Walrath authorizes the Debtors to grant adequate
protection to the Prepetition Secured Lenders.

Judge Walrath rules that a vote in favor of any Chapter 11 plan
of the Debtors by the holders of Prepetition First Lien Debt will
be sufficient to accept the treatment of the Prepetition First
Lien Debt under the plan for purposes of Section 1129 of the
Bankruptcy Code if the vote satisfies the requirements for
acceptance of a plan by a class of claims set forth in Section
1126(c).  Judge Walrath says $50,000,000 of the Special Priority
Prepetition First Lien Debt will be subject to cramdown under
Section 1129(b) as if it were additional Unaffected Prepetition
First Lien Debt.

The Debtors will pay for the reasonable fees and expenses of:

   -- one law firm as counsel to an ad hoc committee of First
      Lien Secured Lenders that hold only Prepetition First Lien
      Debt; and

   -- one law firm as counsel to an ad hoc committee of First
      Lien Secured Lenders that hold both Prepetition First Lien
      Debt and Prepetition Second Lien Debt.

The First Lien Counsel nor the Crossover Counsel fees and
expenses are subject to a $75,000 monthly cap.

The Debtors will also pay for the fees and expenses of Jones Day,
the local bankruptcy counsel, and Houlihan Lokey Howard & Zukin,
the financial advisor, to the Second Lien Administrative Agent.  
The Houlihan fees are subject to a $150,000 monthly cap.

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


MERIDIAN AUTOMOTIVE: Goldman Sachs Wants Fees Protected
-------------------------------------------------------
Goldman Sachs Capital Markets, LP, and Meridian Automotive
Systems, Inc., are parties to an interest rate swap agreement
effective July 1, 2004.  The Hedge Agreement is subject to an ISDA
Master Agreement between the parties dated May 7, 2004.

In April 2005, Goldman Sachs informed Meridian that it was
terminating the Hedge Agreement due to an event of default.  
Goldman Sachs says it is entitled to $3,369,141 in termination
payment pursuant to the Master Agreement.  Under Meridian's
prepetition credit documents, the obligations to Goldman Sachs
under the Hedge Agreement, including the Termination Payment, are
First Lien Obligations of Meridian, pari passu with Meridian's
obligations to the First Lien Lenders.

Goldman Sachs wants the Debtors to provide the same treatment of
its Termination Payment, including adequate protection payments
at the same interest rates, administrative expenses status and
other protections, as provided to the First Lien Lenders on the
Debtors' obligations under the First Lien Credit Agreement.

        Debtors Insist First Lien Lenders Are Protected

The Debtors tell the Court that they agreed to significant
concessions with Credit Suisse, Cayman Islands Branch, as First
Lien Agent, resulting in a comprehensive and in some respects
highly unique adequate protection package for the First Lien
Secured Parties that more than adequately protects them from any
potential diminution in the value of their interest in
collateral.  This package includes interest above and beyond what
is required under the First Lien Credit Agreement, the payment of
fees incurred by the First Lien Agent, replacement liens, a
Section 507(b) priority claim, a "roll-up" of $85,000,000 of the
First Lien Indebtedness that must be paid in cash upon
confirmation of a plan of reorganization, and additional priority
enhancement for another $40,000,000 of the First Lien
Indebtedness.

Even absent this package, the Debtors insist that the First Lien
Secured Parties are adequately protected and enjoy cushion as
protection against any erosion in collateral.

The Debtors also inform the Court that neither the DIP Lenders
nor the Secured Creditors currently hold a lien on 35% of the
equity in the Debtors' foreign subsidiaries, which are valued at
$17,600,000 to $19,500,000.  The Debtors state that they are
prepared to offer this additional equity as collateral for the
Credit Suisse Facility and as additional collateral for any
Adequate Protection Obligations, with the adequate protection
liens on the equity to carry the same priority as among the
prepetition Secured Creditors as their existing prepetition liens
enjoyed on the Petition Date.  Accordingly, as the putative
holders of the senior prepetition liens, the First Lien Secured
Partiers would pick up, after retirement of the Credit Suisse
Facility, an additional $17,600,000 to $19,500,000 in collateral
value to which they are presently not entitled.

The Debtors assert that the objection of the Informal Committee
of First Lien Lenders should be overruled.  Under the terms of
the First Lien Credit Agreement, the First Lien Agent is
authorized to the imposition of a priming lien.  The First Lien
Agent has the support of the Required Lenders and is the holder
of the lien for the benefit of all the First Lien Lenders.  That
should end the Court's inquiry, the Debtors maintain.

The Informal Committee's objection should also be overruled
because the value of the First Lien Secured Parties' interest in
their collateral will not be diminished by the priming of their
liens by the Credit Suisse Facility, because that interest is
protected by a substantial equity cushion and a comprehensive
adequate protection package.

         Creditors Committee Supports the Debtors' Request

The Official Committee of Unsecured Creditors asks the Court to
overrule the Informal Committee's objection and approve the
Debtors' request because:

   * the Informal Committee has not demonstrated that the First
     Lien Lenders are secured creditors;

   * it is impossible to determine what the First Lien Lenders'
     interests are and whether they have standing to object since
     they have not identified the nature and amount of their
     claims against the Debtors;

   * the First Lien Lenders are adequately protected by the
     Credit Suisse Facility to the full extent of their alleged
     security interest;

"The true motive behind the Objection has nothing to do with
concerns over adequate protection," Christopher S. Sontchi, Esq.,
at Ashby & Geddes, P.A., contends.  "In reality, certain First
Lien Lenders do not want the DIP Facility approved so they can
leave the Debtors with no alternative but to accept a financing
proposal that effectively removes the Debtors from control of
their own bankruptcy."

Credit Suisse, Cayman Islands Branch, as administrative agent and
collateral agent under the prepetition secured First Lien Credit
Agreement, also supports the Debtors' request in its entirety.

                          *     *     *

Judge Walrath authorizes the Debtors to obtain up to $75,000,000
in financing from Credit Suisse, including a $30,000,000 letter
of credit aggregate sublimit, to provide working capital for the
Debtors and to repay in full in cash the Debtors' obligations
under their Existing DIP Credit Agreement with JPMorgan Chase
Bank, N.A., as administrative agent, and to issue letters of
credit in replacement or support of all undrawn letters of credit
issued under the Existing DIP Credit Agreement.

The Debtors are authorized to pay all fees and expenses necessary
for their performance under the Credit Suisse Facility.  All
objections are overruled.

Judge Walrath grants the Debtors' obligations under the Credit
Suisse Facility priority over:

   -- any and all administrative expenses;

   -- the JPMorgan Claims, which comprise all contingent
      indemnity obligations arising under the provisions of the
      JPMorgan Facility, the claims for professional fees and
      expenses incurred by JPMorgan, and fees and expenses
      accruing and reimbursement obligations in connection with
      any outstanding letters of credit;

   -- the Special Priority Prepetition First Lien Debt, which is
      the $136,470,000 principal amount of the Prepetition First
      Lien Debt, including amounts arising under the First Lien
      Credit Agreement and the First Lien Hedge Agreement.  The
      amount is the sum of $135,000,000 plus 43.548% of the
      allowed principal amount of the Prepetition First Lien Debt
      arising under the First Lien Hedge Agreement;

   -- the Adequate Protection Priorities; and

   -- any other diminution claims and all other claims against
      the Debtors.

The Obligations under the Credit Suisse Facility are subject to
the payment of the $5,000,000 Carve-out for professional fees and
expenses.

The Court rules that the JPMorgan Claims constitute
administrative expenses against the Debtors' estates with
superpriority under Section 364(c)(1) of the Bankruptcy Code,
junior only to the Credit Suisse Superpriority Claims.

Credit Suisse will have a First Lien on the Debtors' Cash
Balances and Unencumbered Property.  The Collateral will also
include 65% -- but no greater percentage -- of the voting stock
of each foreign subsidiary of the Debtors.  The Collateral,
however, will not include the Debtors' avoidance action claims.

The Debtors will pay up to $250,000 for the fees and expenses
accrued through June 30, 2005, by Milbank Tweed Hadley & McCloy,
LLP, the counsel to the Informal Committee.

                       Meridian's Statement

Meridian Automotive Systems, Inc., has received final approval
from the United States Bankruptcy Court for the District of
Delaware for a new $75 million debtor-in-possession financing
facility arranged by Credit Suisse First Boston.  CSFB is agent
and a holder of Meridian's prepetition First Lien debt.

The CSFB DIP financing facility replaces the previously
announced JPMorgan facility.  As previously announced, Meridian
cancelled the original JPMorgan facility in light of needed
changes to its 2005 operating forecasts.  The CSFB facility
provides Meridian with a more flexible facility structure and a
greater level of operating liquidity than the JPMorgan facility
would have.  Today's ruling provided final court approval of the
entire $75 million facility.

Richard E. Newsted, Meridian's President, said, "We are pleased to
enter into this financing agreement with our First Lien Agent and
the consent of all of the key lending constituents, and are
gratified by their continued support of Meridian.  Today's court
approval marks an important step forward in our restructuring.  We
believe that this DIP financing facility provides Meridian with
ample liquidity to fund our operations while we plan for our
efficient exit from bankruptcy."

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


MERIDIAN AUTOMOTIVE: Has Until Sept. 25 to Decide on Leases
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Meridian Automotive Systems, Inc., and its debtor-affiliates' time
to decide whether to assume, assume and assign, or reject
nonresidential real property leases to Sept. 25, 2005, without
prejudice to their right to seek further extensions for cause.

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 Holds Junk Rating on $29 MM Class F Certs.
---------------------------------------------------------------
Fitch Ratings upgrades Merrill Lynch Mortgage Investors, Inc.'s
commercial mortgage pass-through certificates, series 1995-C3:

     -- $45.1 million class E to 'AAA' from 'A-'.

In addition, Fitch affirms these classes:

     -- $8.4 million class D at 'AAA';
     -- Interest only class IO-2 at 'AAA'.

The $29 million class F remains 'CCC'.  Classes A-1, A-2, B,
and C have been paid in full. Fitch does not rate the
$1.9 million class G.

The upgrade is the result of increased credit enhancement due to
loan payoffs and amortization.  As of the June 2005 distribution
date, the transaction's aggregate principal balance has been
reduced 71% to $84.4 million from $643.6 million at issuance.  Of
the original 149 loans in the transaction at issuance, 52 remain
outstanding.

Of the remaining loans, only 50% reported year-end 2004 operating
data and 12% reported YE debt service coverage ratios below 1.0
times.

There is one real estate owned property with the special servicer.  
The REO is a 48,826 retail property located in Orlando, FL.  The
loan transferred to special servicing in August 2002 due to
monetary default, and was subsequently foreclosed in October 2004.  
The property is under contract for sale.  Fitch does not expect a
loss upon liquidation of the asset.


METABOLIFE INT'L: Section 341(a) Meeting Slated for Aug. 2
----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of
Metabolife International, Inc., and Alpine Health Products, LLC's
creditors at 3:00 p.m., on Aug. 2, 2005, at Sixth Floor, Suite
630, 402 West Broadway, in San Diego, California.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- manufactures and 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.


MIRANT: Cleco Completes Sale of 718-Megawatt Perryville Plant
-------------------------------------------------------------
Cleco Corp. (NYSE:CNL) completed the sale of its 718-megawatt
Perryville plant to Entergy Louisiana, Inc., for approximately
$162 million.

Cleco subsidiary Perryville Energy Partners, LLC, sold the natural
gas-fired, combined-cycle plant, but it will retain ownership of
the facility's transmission interconnection equipment valued at
nearly $8 million.  Perryville will provide transmission and
interconnection service to Entergy Louisiana under a cost of
service-based tariff approved by the Federal Energy Regulatory
Commission.  State and federal regulators have approved the sale.

The announcement follows the June 28 approval of a settlement of
Perryville's claims in the Mirant Corp. bankruptcy case in the
amount of $207 million.  However, the final value of the claim
won't be known until Cleco completes the sale of the claim.

"It's been almost three years since Cleco first began talking with
Entergy about selling our Perryville plant.  We're glad to see the
transaction finally close," Cleco President and CEO Michael
Madison said.  "We intend to repay all of Perryville's obligations
with the proceeds from the sale of the generating assets and the
sale of the Mirant claim."

Cleco first proposed selling the plant to Entergy as part of
Entergy's fall 2002 RFP.  Sale negotiations were almost derailed
by Mirant's bankruptcy filing in July 2003.  Mirant's energy
marketing subsidiary was Perryville's sole source of revenue under
a tolling agreement that was rejected in Mirant's bankruptcy.  In
order to facilitate an orderly sale to Entergy Louisiana, Cleco's
Perryville subsidiaries filed for voluntary protection under
Chapter 11 of the U.S. Bankruptcy Code on Jan. 28, 2004.

Cleco Corp. -- http://www.cleco.com/-- is a regional energy  
provider headquartered in Pineville, La.  It operates a regulated
electric utility company that serves about 265,000 customers
across Louisiana. Cleco also operates a wholesale energy business
that has approximately 1,400 megawatts of generating capacity.

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.

Headquartered in Pineville, Louisiana, Perryville Energy Partners,
LLC, owns an electric power plant and operates a regulated
electric utility services.  The Company and its affiliate,
Perryville Energy Holdings, LLC, filed voluntary Chapter 11
petitions on Jan. 28, 2004 (Bankr. W.D. La. Case No. 04-80110).  
Barry N. Seidel, Esq., at King & Spalding, LLP, and David S.
Rubin, Esq., of Kantrow, Spaht, Weaver & Blitzer represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they estimated more than
$100 million in total assets and debts.


MOTOR CITY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Motor City Propane Corporation
        14411 Livernois
        Detroit, Michigan 48238

Bankruptcy Case No.: 05-61126

Type of Business: The Debtor is a liquefied petroleum gas dealer.

Chapter 11 Petition Date: July 1, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Robert E. Reed, Esq.
                  Reed & Associates, P.C.
                  220 West Congress, 2nd Floor
                  Detroit, Michigan 48226
                  Tel: (313) 961-7258

Total Assets: Unknown

Total Debts:  Unknown

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


NATIONAL WATERWORKS: Buying Back 10.50% Series B Senior Sub. Notes
------------------------------------------------------------------
National Waterworks, Inc., is offering to purchase for cash any
and all of its outstanding $200,000,000 aggregate principal amount
of 10.50% Senior Subordinated Notes, Series B, due 2012, on the
terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated July 1, 2005,
and the accompanying Letter of Transmittal and Consent.  The
Company is also soliciting the consents of the holders of the
Notes to, among other things, eliminate the restrictive covenants
in the indenture under which the Notes were issued.

The total consideration to be paid for each validly tendered Note,
subject to the terms and conditions of the tender offer and
consent solicitation, will be paid in cash and calculated based in
part on the 3.00% U.S. Treasury Note due November 15, 2007.  The
total consideration for each Note will be equal to the sum of:

     (i) the product of 65% and the present value of scheduled
         payments on such Note based on a fixed spread pricing
         formula utilizing a yield equal to the Reference Treasury
         Note, plus 50 basis points; plus

    (ii) the product of 35% and 110.50% of the principal amount of
         the Note, which is equal to the equity clawback price at
         which the Company is permitted to redeem up to 35% of the
         Notes with the proceeds of an equity offering or capital
         contribution.

The detailed methodology for calculating the total consideration
for Notes is outlined in the Offer to Purchase and Consent
Solicitation Statement dated July 1, 2005, relating to the tender
offer and the consent solicitation.

The Company is also soliciting consents from holders of the Notes
for certain amendments that would, among other things, eliminate
the restrictive covenants and certain of the events of default
contained in the Indenture and the Notes.  Adoption of the
proposed amendments requires the consent of holders of at least a
majority of the aggregate principal amount of Notes outstanding.

The consent solicitation will expire at 5:00 p.m., New York City
time, on July 18, 2005, unless earlier terminated or extended.  
Holders who validly tender their Notes by the Consent Time will be
eligible to receive the total consideration.  Holders who validly
tender their Notes after the Consent Time, and on or prior to 5:00
p.m., New York City time, Aug. 1, 2005, will be eligible to
receive the total consideration less $30.00 per $1,000 principal
amount.

Holders who tender their Notes must consent to the proposed
amendments.  Tendered Notes may not be withdrawn and consents may
not be revoked after the Consent Time.

The Company's tender offer is conditioned on, among other things:

   -- receipt of valid and unrevoked consents of the holders of at
      least a majority of the outstanding principal amount of the
      Notes;

   -- the Company either amending its existing credit facility or
      entering into a new credit facility, the net proceeds of
      which will be used, among other things, to pay the
      consideration for the Notes purchased in the tender offer;
      and

   -- consummation of an initial public offering of common stock
      by the Company's parent, National Waterworks Holdings, Inc.,
      the net proceeds of which will be used, among other things,
      to pay the consideration for the Notes purchased in the
      tender offer.

The Company has retained J.P. Morgan Securities Inc. to act as
sole Dealer Manager for the tender offer and as the Solicitation
Agent for the consent solicitation and can be contacted at (212)
834-3424 (collect) or (866) 834-4666 (toll free).  Global
Bondholder Services Corporation is the Information Agent and can
be contacted at (212) 430-3774 (collect) or (866) 387-1500 (toll
free).  Copies of the Offer Documents and other related documents
may be obtained from the Information Agent.

The tender offer and consent solicitation are being made solely on
the terms and conditions set forth in the Offer Documents.  Under
no circumstances shall this press release constitute an offer to
buy or the solicitation of an offer to sell the Notes or any other
securities of the Company.  This press release also is not a
solicitation of consents to the proposed amendments to the
indenture.  No recommendation is made as to whether holders of the
Notes should tender their Notes or give their consent.

National Waterworks, Inc., distributes a full line of pipes,
fittings, valves, meters, fire hydrants, service and repair
products and other components that are used to transport clean
water and wastewater between reservoirs and treatment plants and
residential and commercial locations.  The Company's products are
integral to building, repairing and maintaining water and
wastewater (sewer) systems and serve as part of the basic
municipal infrastructure required to support population and
economic growth and residential and commercial construction.
Through its network of 136 branches in 36 states, the Company
sells directly to municipalities and to contractors who serve
municipalities and perform residential, commercial and industrial
waterworks projects.

As reported in the Troubled Company Reporter on May 19, 2005,
Standard & Poor's Ratings Services' ratings on water products
distributor National Waterworks Inc. remain on CreditWatch with
positive implications, where they were placed on April 6, 2005,
following the company's announcement that it intended to pursue an
IPO of common stock.  The Waco, Texas-based company has not
publicly announced its final capital structure or financing
arrangements, except to note in its S-1/A filing with the SEC that
it expects to have $550 million of pro forma debt as of March 25,
2005, with an amended/new credit facility.  Standard & Poor's has
met with management and discussed its planned capital structure,
longer-term financial policies, business strategies, and near-term
outlook.


NEWAVE INC: Names Paul Daniel as Chief Financial Officer
--------------------------------------------------------
NeWave, Inc. (OTC Bulletin Board: NWWV) appointed Paul Daniel as
its Chief Financial Officer.  Mr. Daniel replaces Barrett Evans as
the Company's interim CFO.

"We are excited to have added a professional of Paul's caliber to
our senior management team," NeWave CEO Michael Hill said.  
"NeWave is undergoing a period of tremendous growth and in order
for us to make a successful transition towards continued revenue
growth and profitability, we needed to further expand our
financial competencies.  Paul also brings with him significant
operational experience which will be a valuable asset to NeWave."

Mr. Daniel commented, "NeWave is a very promising young company,
with innovative products in the growing auction and e-commerce
markets.  I am enthused about joining the Company and contributing
to its future success."

Over the past 15 years, Paul Daniel has held several senior
financial and operational management positions including tenure
with Nasdaq-listed industry leaders Ericsson and Artesyn
Technologies.

Since inception in August of 2003, NeWave's OnlineSupplier.com has
serviced over 175,000 paid members and received over 2.5 million
inquiries regarding its services.  Since its recent launch,
AuctionLiquidator has surpassed over 2,000 successful eBay
auctions.

NeWave Inc. (OTCBB: NWWV) -- http://www.newave-inc.com/-- is a   
leading online auction and e-commerce solutions provider which
utilizes the internet to maximize profits and savings for it's
customers through its three subsidiaries; OnlineSupplier.com,
AuctionLiquidator and Online Discount Warehouse.

As reported in the Troubled Company Reporter on June 15, 2005,
Jaspers Hall & Johnson expressed substantial doubt about NeWave
Inc.'s ability to continue as a going concern after it audited the
Company's financial statements for the year eneded Dec. 31, 2004.  
The auditing firm says that the company must generate sufficient
cash flow to meet its obligations and sustain its operation.

At Mar. 31, 2005, Newave Inc.'s balance sheet showed a $514,609
stockholders' deficit, compared to a $224,074 deficit at Dec. 31,
2004.


NORTHWESTERN CORP: Purchase Offer Cues S&P's Negative Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on NorthWestern Corp. on CreditWatch with negative
implications pending clarity on Montana Public Power Inc.'s
June 30, 2005, offer to buy NorthWestern for $1.18 billion plus
the assumption of $825 million in debt.

Montana Public Power is a newly formed single-purpose entity
organized to purchase NorthWestern and is ultimately composed of
the Montana cities of Bozeman, Great Falls, Helena, Missoula, and
Butte.

"The CreditWatch listing reflects Standard & Poor's lack of
information about Montana Public Power and the financing and legal
structure of its bid for NorthWestern," said Standard & Poor's
credit analyst Gerrit Jepsen.

Montana Public Power has indicated that it would use debt
financing, which could reduce NorthWestern's credit measures that
are currently adequate for the 'BB' rating.

Should the offer be rejected or withdrawn, it is likely that
Standard & Poor's will affirm ratings and assign a positive
outlook.  However, if the bid is approved, the ratings could be
lowered or withdrawn, depending on the actions of the new owners.


NUR MACROPRINTERS: Bank Lenders Waive Covenant Defaults
-------------------------------------------------------
NUR Macroprinters Ltd.'s (Pink Sheets:NURM) lenders banks gave NUR
waivers of defaults and the outstanding bank debt is currently not
subject to acceleration.  The three lender banks:

   -- Bank Hapoalim B.M.,
   -- Bank Leumi Israel B.M., and
   -- Israel Discount Bank Ltd.,

waived their contractual rights related to NUR's non compliance
with certain agreed upon financial covenants for all the periods
ended March 31, 2005.  The lender banks waived these defaults and
agreed that NUR shall not be obligated to make principal
repayments until Jan. 1, 2006.  The banks have also agreed to new
financial covenants that better suit the current business plan of
NUR.

The Company also reported that it is continuing discussions with
several parties and its lender banks regarding a financial
transaction that contemplates an investment in, or strategic
partnership with, NUR, and the restructuring of NUR's outstanding
debt.  There can be no assurance that any of these discussions
will result in a completed transaction or transactions.

"By granting us the waiver and by postponing payments of principal
until next year, the lender banks have enabled NUR to focus on
running its business and on attempting to conclude the kind of
financing plan that is needed to permit the Company to grow in the
future," David Amir, President and CEO, said.

NUR implemented a plan to lower its operating costs by up to
$1.5 million per quarter.  The plan is designed to maintain its
on-going operations while re-aligning some of the Company's
activities.

The independent accountants have not yet determined whether the
financial statements for the year ended Dec. 31, 2004 will be
reported with no qualification or, instead, subject to a "going
concern" qualification.  NUR anticipates releasing its 2004
financial results and filing its Annual Report on Form 20-F
following this determination by its independent accountants and
the issuance of a final audit report.

NUR Macroprinters (Pink Sheets:NURM) -- http://www.nur.com/--  
supplies wide-format inkjet printing systems used for the
production of out-of-home advertising materials.  From entry-level
photo-realistic printers to high-throughput production presses,
NUR's complete line of cost-effective, reliable printing solutions
and companion inks are helping customers in over 100 countries
worldwide address the full spectrum of wide-format printing
requirements. NUR customers, including commercial printing
companies, sign printers, screen printers, billboard and media
companies, photo labs, and digital printing service providers,
count on NUR to help them deliver the high quality and fast
turnaround they need to meet their clients' exacting demands and
succeed in today's competitive marketplace.


PEGASUS AVIATION: Declining Cash Flow Cues Fitch to Lower Ratings     
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions for Pegasus Aviation
Lease Securitization (PALS 99), Pegasus Aviation Lease
Securitization II (PALS 00), and Pegasus Aviation Lease
Securitization III (PALS 01):

   Pegasus Aviation Lease Securitization

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

   Pegasus Aviation Lease Securitization II

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

   Pegasus Aviation Lease Securitization III

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

The downgrades reflect Fitch's concern over continued declines in
monthly cash flows available to repay debt as well as increased
leverage relative to historical levels on each transaction.  In
addition, all three PALS transactions have continually had
aircraft on the ground or in repossession in the recent past.  
Though some aircraft currently on the ground will soon be
released, the placement of these aircraft is not seen as
sufficient to repair the apparent cash flow problems in the PALS
transactions.

PALS 99 has continually failed to make any principal distribution
since February 2003.  In addition, the class D continues to
shortfall on interest.  Cash flows net of expenses in this
transaction have trended steadily downward.  Due to the illiquid
aircraft that support this transaction, Fitch anticipates that any
recovery in lease rates will be nominal and not adequate to
produce significant principal payments going forward.  PALS 00 is
currently not paying interest on the class B, C, and D notes and
has exhausted the liquidity associated with these classes.  This
transaction has also suffered from aircraft on the ground and some
recent repossessions from problematic lessees.

PALS 01 is currently drawing on the B, C, and D class's liquidity
facilities to pay monthly interest payments due to the
transaction's weakened cash flows.  These draws have occurred for
the past several months without an instance of repayment.  Fitch
anticipates that these facilities will be fully exhausted during
the next few years.

PALS 99, PALS 00, and PALS 01 are Delaware trusts formed to
conduct limited activities, including the buying, owning, leasing,
and selling of commercial jet aircraft.  Servicing is currently
being performed by Pegasus Aviation, Inc.


PERCY SQUIRE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Percy Squire
        65 East State Street, Suite 200
        Columbus, Ohio 43215

Bankruptcy Case No.: 05-61569

Type of Business: Mr. Squire is an attorney affiliated with The
                  Law Offices of Squire & Pierre-Louis, LLC.  
                  See http://www.sp-lawfirm.com/profiles/1152947

Chapter 11 Petition Date: July 1, 2005

Court: Southern District of Ohio (Columbus)

Debtor's Counsel: Grady L. Pettigrew, Esq.
                  Cox Stein & Pettigrew Co. LPA
                  115 West Main, 4th floor
                  Columbus, Ohio 43215
                  Tel: (614) 224-1113
                  Fax: (614) 228-0701

Estimated Assets: Unstated

Estimated Debts:  $10 Million to $50 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


PERRYVILLE ENERGY: Cleco Completes $162 Million Power Plant Sale
----------------------------------------------------------------
Cleco Corp. (NYSE:CNL) completed the sale of its 718-megawatt
Perryville plant to Entergy Louisiana, Inc., for approximately
$162 million.

Cleco subsidiary Perryville Energy Partners, LLC, sold the natural
gas-fired, combined-cycle plant, but it will retain ownership of
the facility's transmission interconnection equipment valued at
nearly $8 million.  Perryville will provide transmission and
interconnection service to Entergy Louisiana under a cost of
service-based tariff approved by the Federal Energy Regulatory
Commission.  State and federal regulators have approved the sale.

The announcement follows the June 28 approval of a settlement of
Perryville's claims in the Mirant Corp. bankruptcy case in the
amount of $207 million.  However, the final value of the claim
won't be known until Cleco completes the sale of the claim.

"It's been almost three years since Cleco first began talking with
Entergy about selling our Perryville plant.  We're glad to see the
transaction finally close," Cleco President and CEO Michael
Madison said.  "We intend to repay all of Perryville's obligations
with the proceeds from the sale of the generating assets and the
sale of the Mirant claim."

Cleco first proposed selling the plant to Entergy as part of
Entergy's fall 2002 RFP.  Sale negotiations were almost derailed
by Mirant's bankruptcy filing in July 2003.  Mirant's energy
marketing subsidiary was Perryville's sole source of revenue under
a tolling agreement that was rejected in Mirant's bankruptcy.  In
order to facilitate an orderly sale to Entergy Louisiana, Cleco's
Perryville subsidiaries filed for voluntary protection under
Chapter 11 of the U.S. Bankruptcy Code on Jan. 28, 2004.

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.

Cleco Corp. -- http://www.cleco.com/-- is a regional energy  
provider headquartered in Pineville, La.  It operates a regulated
electric utility company that serves about 265,000 customers
across Louisiana. Cleco also operates a wholesale energy business
that has approximately 1,400 megawatts of generating capacity.

Headquartered in Pineville, Louisiana, Perryville Energy Partners,
LLC, owns an electric power plant and operates a regulated
electric utility services.  The Company and its affiliate,
Perryville Energy Holdings, LLC, filed voluntary Chapter 11
petitions on Jan. 28, 2004 (Bankr. W.D. La. Case No. 04-80110).  
Barry N. Seidel, Esq., at King & Spalding, LLP, and David S.
Rubin, Esq., of Kantrow, Spaht, Weaver & Blitzer represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they estimated more than
$100 million in total assets and debts.


POLYONE CORPORATION: Fitch Affirms Sr. Unsecured Debt Rating at B
-----------------------------------------------------------------
Fitch Ratings has affirmed PolyOne Corporation's credit ratings at
'BB-' for the senior secured credit facility rating and 'B' for
the senior unsecured debt.  The Rating Outlook is Stable.

The ratings continue to reflect low operating margins, high debt
level, cyclical earnings, and PolyOne's downstream position as a
plastics compounder.

PolyOne's operating performance improved in 2004 and continues in
2005.  However, profitability remains thin.  EBITDA/revenue was
5.7% in 2004 and 5.4% for the last 12 months ended March 31, 2005.  
Cash flow from operations and free cash flow were negative for the
LTM period ended March 31, 2005 due in part to high working
capital requirements. Fitch expects operating cash flow to be
supplemented by cash distributions from joint ventures in 2005.

For the 12 months ended March 31, 2005, operating EBITDA-to-gross
interest expense was 1.6 times (x), and total debt-to-operating
EBITDA was 5.8x.  At the end of the first quarter, PolyOne's total
debt of $691.0 million plus the accounts receivable securitization
program balance of $59.2 million totaled $750.2 million.  
PolyOne's current maturities and short-term debt totaled
approximately $52.3 million at March 31, 2005.

PolyOne, a downstream resin compounder, is experiencing a squeeze
in operating margins as raw material costs increase.  The company
has increased product prices to mitigate this margin pressure.  
Fitch expects that the raw material cost escalation will slow
down.  PolyOne should have an opportunity to improve operating
margin with additional product price increases assuming demand
strengthens and remains healthy for the remainder of the year.

The Stable Outlook is supported by Fitch's expectation for modest
debt reduction and margin improvement in the near term.  Debt
reduction will likely be funded by joint venture cash
distributions and cash from operations in 2005.

PolyOne, headquartered in Avon Lake, Ohio, is the largest
compounder of plastics and a leading distributor of plastic resins
in North America.  PolyOne had revenues of $2.2 billion and
operating EBITDA of $120.1 million for the LTM period ended
March 31, 2005.


PROXIM CORP: Wants to Hire Wilson Sonsini as Special Counsel
------------------------------------------------------------          
Proxim Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Wilson Sonsini Goodrich & Rosati as their special
corporate, securities and transactional counsel.

Wilson Sonsini is expected to:

   1) assist the Debtors in negotiating and effecting a sale of
      the Debtors' assets and advise the Debtors with regards to
      general corporate representation and corporate governance
      counseling;

   2) represent the Debtors before the SEC and in connection with
      the Debtors' SEC reporting;

   3) assist and advise the Debtors with regards to employment law
      advice, real estate law advice, intellectual property
      counseling and litigation law advice; and

   4) perform all other special legal corporate, securities and
      transactional counseling services as agreed from time to
      time between the Debtors and Wilson Sonsini.

Robert G. Day, Esq., a Partner at Wilson Sonsini, discloses that
the Firm received a $175,000 retainer.  Mr. Day charges $450 per
hour for his services.

Mr. Day reports Wilson Sonsini's professionals bill:

       Professional          Designation    Hourly Rate
       ------------          -----------    -----------
       David R. Gerson       Partner           $590
       Roger D. Stern        Partner           $570
       Stephanie L. Sharron  Partner           $540
       Daniel J. Weiser      Partner           $500
       Allison B. Spinner    Associate         $430
       Michael J. Montfort   Associate         $390
       Lia Rose Alioto       Associate         $360
       Shannon E. Melville   Associate         $330
       Michael J. Lousteau   Associate         $290
       Jessica E. Bliss      Associate         $240
       
Wilson Sonsini assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking  
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security
and surveillance, last mile access, voice and data backhaul,
public hot spots, and metropolitan area networks.  The Debtor
along with its affiliates filed for chapter 11 protection on
June 11, 2005 (Bankr. D. Del. Case No. 05-11639).  When the Debtor
filed for protection from its creditors, it listed $55,361,000 in
assets and $101,807,000 in debts.


PROXIM CORP: U.S. Trustee Appoints 3 Creditors to Serve on Panel
----------------------------------------------------------------
The United States Trustee for Region 3 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in Proxim
Corporaton and its debtor-affiliates' chapter 11 cases:

     1. Flextronics Technology (M) SDN BHD
        Attn: Steven Reisman, Esq.
        Curtis Mallet-Prevost, Colt & Mosle
        1001 Park Avenue, New York 10178
        Tel: 212-696-6000, Fax: 212-697-1559
     
     2. CDW Computer Centers, Inc.
        Attn: Steven D. Sass, Esq.
        Receivable Management Services
        9690 Deereco Road, Suite 2000
        Timonium, MD 21093
        Tel: 410-453-6539, Fax: 410-453-6557
     
     3. SmartAnt Telecom Co., Ltd.
        Attn: Leo Chiang
        6F, No. 12, Li-Hsin Road
        Science Based Industrial Park
        Hsinchu, Taiwan 300 Republic of China
        Tel: 011-886(0)3-5783188, Fax: 011-886(0)3-5783189
     
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking  
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security
and surveillance, last mile access, voice and data backhaul,
public hot spots, and metropolitan area networks.  The Debtor
along with its affiliates filed for chapter 11 protection on
June 11, 2005 (Bankr. D. Del. Case No. 05-11639).  When the Debtor
filed for protection from its creditors, it listed $55,361,000 in
assets and $101,807,000 in debts.


PROXIM CORP: Section 341(a) Meeting Slated for July 19
------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
Proxim Corporation and its debtor-affiliates' creditors at 1:30
p.m., on July 19, 2005, at J. Caleb Boggs Federal Building, 5th
Floor, Room 5209 in Wilmington, Delaware.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking  
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security
and surveillance, last mile access, voice and data backhaul,
public hot spots, and metropolitan area networks.  The Debtor
along with its affiliates filed for chapter 11 protection on
June 11, 2005 (Bankr. D. Del. Case No. 05-11639).  When the Debtor
filed for protection from its creditors, it listed $55,361,000 in
assets and $101,807,000 in debts.


PROVIDIAN GATEWAY: Fitch Places BB- Rated Notes on Watch Positive    
-----------------------------------------------------------------
Fitch Ratings has placed several subordinate classes of asset-
backed notes in the Providian Gateway Master Trust on Rating Watch
Positive.  This action follows the announcement earlier this month
that Washington Mutual, Inc. will acquire Providian for
approximately $6.45 billion, 89% of which is to be paid in WM
stock.

Washington Mutual, Inc.'s senior debt is currently rated 'A' by
Fitch, while Providian National Bank is currently rated 'BB-'
Rating Watch Positive by Fitch.

Given the improved financial condition upon completion of the
acquisition, Fitch expects Providian's ability to fund new
purchases going forward will be significantly enhanced.  As a
result, Fitch will modify its purchase rate assumption when
evaluating credit enhancement.

Under the revised assumption, Fitch expects existing available
credit enhancement to more than adequately cover shortfalls during
an early amortization scenario.  The results could enable rating
upgrades on the subordinate classes of one to two notches.  Fitch
anticipates resolving the Rating Watch status upon completion of
the acquisition.

These ratings are placed on Rating Watch Positive:

Providian Gateway Master Trust, floating-rate asset-backed
securities, series 2004-A

   -- $73.2000 million class B floating-rate notes at 'AA';
   -- $112.0200 million class C floating-rate notes at 'A';
   -- $84.6300 million class D floating-rate notes at 'BBB'.

Providian Gateway Master Trust, floating-rate asset-backed
securities, series 2004-B

   -- $68.2000 million class B floating-rate notes at 'AA';
   -- $96.3000 million class C floating-rate notes at 'A';
   -- $80.2500 million class D floating-rate notes at 'BBB'.

Providian Gateway Master Trust, fixed-rate asset-backed
securities, series 2004-D

   -- $50.6000 million class B fixed-rate notes at 'AA';
   -- $89.5000 million class C fixed-rate notes at 'A';
   -- $70.1000 million class D fixed-rate notes at 'BBB'.

Providian Gateway Master Trust, floating-rate asset-backed
securities, series 2004-E

   -- $49.3830 million class B floating-rate notes at 'AA';
   -- $61.7280 million class C floating-rate notes at 'A';
   -- $61.7280 million class D floating-rate notes at 'BBB';
   -- $64.8148 million class E floating-rate notes at 'BB'.

Providian Gateway Master Trust, fixed-rate asset-backed
securities, series 2004-F

   -- $27.4100 million class B fixed-rate notes at 'AA';
   -- $48.4940 million class C fixed-rate notes at 'A';
   -- $37.9510 million class D fixed-rate notes at 'BBB';
   -- $25.8435 million class E fixed-rate notes at 'BB'.


R.S.P. HOSPITALITY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: R.S.P. Hospitality, Inc.
        dba Comfort Inn
        8331 Rockford Hall Drive
        Spring, Texas 77379

Bankruptcy Case No.: 05-40206

Type of Business: The Debtor is a Comfort Inn franchisee.  The
                  Debtor's affiliate, S.R.P. Hospitality, Inc.
                  filed for chapter 11 protection on June 6, 2005,
                  and its case is pending before the Hon. Marvin
                  Isgur (Bankr. S.D. Tex. Case No. 05-38927).

Chapter 11 Petition Date: July 1, 2005

Court: Southern District of Texas (Houston)

Debtor's Counsel: Bennett G. Fisher, Esq.
                  Fisher & Associates PC
                  1800 Two Houston Center
                  909 Fannin Street
                  Houston, Texas 77010-0000
                  Tel: (713) 223-8400
                  Fax: (713) 609-7766

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


RESIDENTIAL ASSET: Fitch Puts BB+ Rating on $4.8 MM Private Certs.
------------------------------------------------------------------
Residential Asset Mortgage Products, Inc., series 2005-RS6, is
rated as follows by Fitch Ratings:

     -- $253.9 million class A-I-1 'AAA';
     -- $250 million class A-I-2 'AAA';
     -- $40.4 million class A-I-3 'AAA';
     -- $346.5 million class A-II-1 'AAA';
     -- $86.6 million class A-II-2 'AAA';
     -- $51 million class M-1 'AA+';
     -- $33 million class M-2 'AA';
     -- $21 million class M-3 'AA';
     -- $21 million class M-4 'AA-';
     -- $7.8 million class M-5 'AA-';
     -- $16.8 million class M-6 'A+';
     -- $14.4 million class M-7 'A';
     -- $12 million class M-8 'A-';
     -- $12 million class M-9 'BBB+';
     -- Privately offered $12 million class M-10 'BBB-';
     -- Privately offered $4.8 million class B-1 'BB+'.

The 'AAA' rating on the class A certificates reflects the 18.55%
initial credit enhancement provided by 4.25% class M-1, the 2.75%
class M-2, the 1.75% class M-3, the 1.75% class M-4, the 0.65%
class M-5, the 1.40% class M-6, the 1.20% class M-7, the 1.00%
class M-8, the 1.00% class M-9, the 1.00% privately offered class
M-10, and the 0.40% privately offered class B-1, along with
overcollateralization.

The initial and target OC is 1.40%.  In addition, the ratings
reflect the strength of the transaction's legal and financial
structures and the attributes of the mortgage collateral.  The
ratings also reflect the strength of the servicing capabilities
represented by Residential Funding Corporation as master servicer
and Homecomings Financial Network, Inc. as primary servicer on the
pool.

The collateral pool consists of 7,223 fixed-rate and adjustable-
rate mortgage loans with and initial aggregate principal balance
of $1,200,001,231 secured by first and second liens.  As of the
cut-off-date, the weighted average original loan-to-value ratio of
the collateral pool was 88.77% and the weighted average credit
score was 662.  The average balance was $166,136 and the pool had
a weighted average interest rate of 7.013%.  The weighted average
original term to maturity was 359 months.  California (14.64%),
Florida (10.49%), and Virginia (5.25%) comprise the top three
state concentrations.

The loans were sold by RFC to RAMP, the depositor. Prior to
assignment to the depositor, RFC reviewed the underwriting
standards for the mortgage loans.  The mortgage loans included in
the trust were acquired and evaluated under Residential Funding's
'Negotiated Conduit Asset Program' or NCA Program.  The negotiated
conduit asset program allows for loans which are not eligible for
Residential Funding's other programs.  Examples of reasons for
exclusion from Residential Funding's other programs include, but
are not limited to, higher debt-to-income ratios or higher loan-
to-value ratios.


RESIX FINANCE: Moody's Rates Class B10 Certificates at B3
---------------------------------------------------------
Moody's Investors Service assigned ratings of Ba2, Ba3, B2 and B3
to the Class B7 through B10 Notes issued by RESIX Finance Limited
Credit Linked Notes, Series 2003-D, at closing.  The credit-linked
notes replicate the cash flow of synthetic RMBS securities issued
with respect to Class B7 Notes, Class B8 Notes, Class B9
Certificates and Class B10 Certificates of the Real Estate
Synthetic Investment Securities, Series 2003-D transaction.

The complete rating actions are:

RESIX Finance Limited Credit-Linked Notes, Series 2003-D

   * Class B7 Notes, rated Ba2
   * Class B8 Notes, rated Ba3
   * Class B9 Certificates, rated B2
   * Class B10 Certificates, rated B3


RIGGS CAPITAL: Dividend Payments Prompt S&P to Lift D Rating
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Riggs
Capital and Riggs Capital II's trust-preferred securities to 'BBB'
from 'D'.  At the same time, the ratings were removed from
CreditWatch Positive, where they were placed on May 16, 2005.

"The current dividend along with the two previously missed
quarterly dividends were paid on June 30, 2005 by PNC Financial
Services Group, which assumed control of Riggs National Corp.'s
outstanding debt obligations when the previously announced merger
closed on May 13, 2005," said Standard & Poor's credit analyst
Michael Driscoll.


ROBERDS INC: Wants Exclusive Right to File Plan Extended to Dec. 9
------------------------------------------------------------------
Roberds, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Ohio, Western Division, to extend until Dec. 9, 2005,
the time within which it has the exclusive right to file a chapter
11 plan.  The Debtor also wants the Court to extend its exclusive
period to solicit plan acceptances through Feb. 6, 2006.

The Debtor says it needs more time to develop information about
its unpaid administrative expenses and preference claims.  The
Debtor adds that it is still premature for a plan to be formulated
and filed, because it does not have sufficient funds to pay
administrative expenses on the effective date.  The Court has
previously ordered sixteen extensions of the Debtor's exclusive
plan filing and solicitation periods.
   
The Debtor had worked to return to profitability by streamlining
its operations and revitalizing merchandising and marketing
programs.  However, after attempting to formulate and implement a
business plan designed to focus its operations on its main
locations, the debtor decided to close its remaining stores in
Georgia, Indiana and Ohio, to preserve the value of its remaining
assets.  The Debtor has terminated its normal business operations
and is in the process of liquidating all of its assets.

The Honorable Thomas F. Waldron will consider the Debtors' request
and any objections at a hearing at 9:00 a.m. on July 21, 2005, in
Dayton, Ohio.

Roberds, Inc., was a leading retailer of a broad range of home
furnishing products, including furniture, bedding, major
appliances and consumer electronics.  The company filed for
chapter 11 protection (Bankr. S.D. Ohio Case No. 00-30194) on
August 22, 2001 before the Honorable Walter H. Rice.  Robert Bruce
Berner, Esq and Timothy Alan Riedel, Esq. of Arter & Hadden and
Nick Vincent Cavalieri, Esq. and Yvette Ackison Cox, Esq. and
Helen Marie Mac Murray of Kegler Brow Hill & Ritter represent the
debtor in its chapter 11 case.


SHADOW CREEK: Files Liquidating Chapter 11 Plan in Colorado
-----------------------------------------------------------
Shadow Creek Partners, LLC, dba Shadow Creek, delivered its
Liquidating Plan of Reorganization [sic.] to the U.S. Bankruptcy
Court for the District of Colorado.  The Debtor did not file an
accompanying disclosure statement explaining its Plan.  According
to court documents, the Debtor assures the Court that it will file
the disclosure statement tomorrow, July 6, 2005.

Although the document is complete, Shadow Creek says, it needs
more time to review and analyze the Disclosure Statement before
submitting it to the Court.

                       About the Plan

Shadow Creek owns, invests and develops a master planned community
in Summit County, Colorado, consisting of 22 70-acre deeded home
sites.

Pursuant to the Plan, the Debtor will restructure its debts and
provide for an orderly sale of 19 home sites.

                     Treatment of Claims

Allowed secured claims of the Grand County Treasurer and the
Summit County Treasurer will be unimpaired.

Farm Credit Services of the Mountain Plains' $14,000,000 claim and
Massive Capital, LLC's $7,250,000 will be allowed on the Effective
Date.  However, the claims will be subordinated to First Bank and
CIB Marine Capital, LLC.  The claims will accrue 6% interest until
paid from the proceeds of the sale of the Debtor's home sites.

The allowed secured claim of First Bank, as assignee of CIB Bank,
will accrue 7% interest beginning on the Plan's Effective Date.  
The claim will be paid using 90% of the home sites' sale proceeds.  
The Debtor expects to complete the payment before the seventh
anniversary of the Plan's Effective Date.

CIB Marine Capital, LLC's secured claim will accrue 5% annual
interest commencing on the Effective Date.  CIB's claim will be
satisfied after First Bank's claim is fully paid.

The Debtor believes it can contest Moorehead Property Company's
claim.  In the event that the Court will allow Moorehead's claim,
it will accrue interest at 2% per year beginning on the Effective
Date.  The claim will be satisfied after Farm Credit, Massive
Capital, First Bank and CIB Marine are paid in full.  

Mechanics Lien claimants will receive full payment including 6%
interest from the date the claimants' invoice became past due
until the Effective Date.

General unsecured creditors will share pro rata in whatever's left
of the proceeds from the sale of the home sites after paying all
secured creditors.  

Equity interest holders will retain their membership interests in
the Reorganized Debtor provided that the unsecured creditors will
vote to accept the Plan.  In the event that the unsecured
creditors reject the Plan, shareholders will get nothing.

Headquartered in Eden Prairie, Minnesota, Shadow Creek Partners,
LLC, filed for chapter 11 protection on Feb. 23, 2005 (Bankr. D.
Colo. Case No. 05-13099).  Lee M. Kutner, Esq., at Kutner Miller
P.C. represents the Debtor.  When the Debtor filed for protection
from its creditors, it listed estimated assets of $10 million to
$50 million and estimated debts of $100,000 to $500,000.


SIRVA INC: Amends Credit Pact & Receivables Sale Agreement
----------------------------------------------------------
SIRVA, Inc. (NYSE: SIR), a global relocation services provider,
disclosed an amendment to SIRVA's credit agreement (entered into
by SIRVA Worldwide, Inc., a subsidiary of SIRVA) and a waiver and
amendment to its receivables sale agreement.  The credit agreement
amendment and the waiver and amendment to the receivables sale
agreement are both effective as of July 1, 2005.

                    Receivables Sale Agreement

The receivables are comprised of relocating employee receivables
and employer receivables arising under certain relocation services
agreements, including all related assets with respect thereto.  As
previously disclosed, an affiliate of LaSalle sold all of the
issued and outstanding stock of Executive Relocation to a
subsidiary of SIRVA in December 2004.  Affiliates of LaSalle and
GECC are lenders on SIRVA's credit agreement, and may continue in
the future to provide funding to SIRVA and its affiliates.

Under the Sale Agreement, SRC sells undivided percentage interests
in a receivables portfolio on a non-recourse basis to LaSalle, CIT
and GECC, which are unaffiliated third parties.  The initial
payment for the interests in the receivables pool is discounted
and the balance only paid if and when the receivables are
collected.  Since SRC is entitled to payment from the collected
balances, it retains an interest in the unfunded portion of the
sold receivables and it also retains an interest in the amount of
any receivables that are not eligible under the terms of the Sale
Agreement.  SIRVA Relocation and Executive Relocation are involved
in the receivables collection process.

SIRVA RELOCATION CREDIT, LLC, is a seller under an Amended and
Restated Receivables Sale Agreement dated as of Dec. 23, 2004 (as
amended), with GENERAL ELECTRIC CAPITAL CORPORATION, THE CIT
GROUP/BUSINESS CREDIT, INC. and LASALLE BANK NATIONAL ASSOCIATION,
as purchasers.  SIRVA RELOCATION LLC and EXECUTIVE RELOCATION
CORPORATION serve as Servicers and Originators while LaSalle
serves as Agent under the agreement.

A full-text copy of the WAIVER AND THIRD AMENDMENT TO AMENDED AND
RESTATED RECEIVABLES SALE AGREEMENT is available at no charge at
http://ResearchArchives.com/t/s?4d

                     Credit Agreement Amendment

Among other things, the Third Amendment to Credit Agreement
increased the applicable margin by 0.50% per annum from and after
the Third Amendment Effective Date until Sept. 30, 2005.  The
Third Amendment to Credit Agreement also extends, until Sept. 30,
2005, the deadline for SIRVA to deliver:

   -- audited financial statements for the year ended Dec. 31,
      2004;

   -- unaudited financial statements for the quarterly period
      ended March 31, 2005; and

   -- unaudited financial statements for the quarterly period
      ended June 30, 2005.  

In connection with the execution and delivery of the Third
Amendment to Credit Agreement, SIRVA Worldwide paid the lenders an
amendment fee in an amount equal to 0.125% of the sum of each such
lender's Revolving Credit Commitment and Terms Loans outstanding
as of June 29, 2005.

SIRVA WORLDWIDE, INC., and its foreign subsidiaries are borrowers
under a Credit Agreement dated as of Dec. 1, 2003 (as amended)
with JPMORGAN CHASE BANK, N.A., as administrative agent for
several banks and other financial institutions.  J.P. MORGAN
SECURITIES INC. serves as sole lead arranger and sole bookrunner
under the agreement.  The lenders include affiliates of LaSalle
and GECC, which are "purchasers" under SIRVA's receivables
securitization facility.

A full-text copy of the THIRD AMENDMENT TO THE CREDIT AGREEMENT
dated as of June 29, 2005 is available at no charge at
http://ResearchArchives.com/t/s?4c

SIRVA, Inc. -- http://www.sirva.com/-- is a leader in providing  
relocation solutions to a well- established and diverse customer
base around the world. The company is the leading global provider
that can handle all aspects of relocations end-to-end within its
own network, including home purchase and home sale services,
household goods moving, mortgage services and insurance. SIRVA
conducts more than 365,000 relocations per year, transferring
corporate and government employees and moving individual
consumers. The company operates in more than 40 countries with
approximately 7,500 employees and an extensive network of agents
and other service providers. SIRVA's well-recognized brands
include Allied, northAmerican, Global, and SIRVA Relocation in
North America; Pickfords, Huet, Kungsholms, ADAM, Majortrans,
Allied Arthur Pierre, Rettenmayer, and Allied Varekamp in Europe;
and Allied Pickfords in the Asia Pacific region.

                        *     *     *

As reported in the Troubled Company Reporter on March 17, 2005,
Standard & Poor's Ratings Services placed its ratings on SIRVA
Inc., including the 'BB' corporate credit rating, on CreditWatch
with negative implications.

The CreditWatch placement follows SIRVA's announcement:

   -- that charges related to its insurance and European
      businesses will be higher than previously anticipated;

   -- that its year-end financial statement will be delayed; and

   -- that it will incur significant expenses in 2005 to address
      financial control weaknesses.

"The CreditWatch placement reflects SIRVA's disclosure of
additional extraordinary charges, significant costs related to
improved financial control to be incurred in 2005, and recent
earnings pressure, which will likely delay anticipated
improvements in earnings and cash flow," said Standard & Poor's
credit analyst Kenneth L. Farer.


SOUTH ATLANTA: Case Summary & 52 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: South Atlanta Kilns, Inc.
             5094 Westbrook Road
             Union City, Georgia 30291

Bankruptcy Case No.: 05-72044

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Harbin Hardwood Specialty, Inc.            05-72041
      Raymond L. Harbin                          05-72048

Type of Business: The Debtor is a lumber dealer.

Chapter 11 Petition Date: July 1, 2005

Court: Southern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  Lamberth, Cifelli, Stokes & Stout, PA
                  Suite 550, 3343 Peachtree Road, Northeast
                  Atlanta, Georgia 30326
                  Tel: (404) 262-7373        

                         Estimated Assets       Estimated Debts
                         ----------------       ---------------
South Atlanta Kilns,     $1 Million to          $1 Million to
Inc.                     $10 Million            $10 Million

Harbin Hardwood          Less than $50,000      $1 Million to
Specialty, Inc.                                 $10 Million

Raymond L. Harbin        $1 Million to          $1 Million to
                         $10 Million            $10 Million                  

A. South Atlanta Kilns, Inc.'s 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pioneer Machinery, LLC        Equipment repairs          $13,206
P.O. Box 3079
West Columbia, SC 29171

Georgia Power Company         Utilities                   $5,101
241 Ralph McGill Boulevard
Atlanta, GA 30308-3374

Southern Pneumatics           Supplies                    $3,919
546 West Scott Avenue
Knoxville, TN 37921

Action Tire Co.               Equipment                   $3,306

Castellaw Electric Co.        Equipment maintenance       $3,305

Bearden Thompson Electric     Equipment repair            $2,208
Co.

Guardian-IPCO, Inc.           Chemical analyses           $2,151

Georgia Natural Gas           Utilities                   $1,181

Keen-Edge Co., Inc.           Service vendor              $1,082

Yates-American Machine Co.    Equipment                   $1,032

Home Depot Credit Services    Supplies                      $429

Atlanta Waste Industries      Container rental              $394

Hurst Boiler & Welding Co.,   Equipment maintenance         $388
Inc.

South Fulton Machine Works    Equipment maintenance         $270

ADT Security Services         Security services              $97

Barnes Distribution           Supplies                       $51                   
    

B. Harbin Hardwood Specialty, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Keller Lumber & Logging,      Lumber vendor             $104,222
Inc.
P.O. Box 871
Stevenson, AL 35772

Wiser/Elk Valley              Lumber vendor              $86,608
270 Prospect Road
Fayetteville, TN 37334

Moss Lumber Industries, Inc.  Lumber vendor              $62,371
P.O. Box 338
Gurley, AL 35748

West Tennessee Lumber         Lumber vendor              $53,176

Besse Forest Products         Lumber vendor              $37,202

Gilco Lumber, Inc.            Lumber vendor              $32,214

Northland Corporation         Lumber vendor              $23,106

Edwards Wood Products         Lumber vendor              $21,169

Wellborn Cabinet, Inc.        Lumber vendor              $18,531

Taylor-Ramsey                 Lumber vendor              $14,564

Clark Lumber                  Lumber vendor              $11,940

Beavers Tie & Lumber          Lumber vendor              $11,640

Allen Timber                  Lumber vendor              $10,210

Powell Lumber & Kiln Co.      Lumber vendor              $10,150

Gilkey Lumber Co.             Lumber vendor               $9,207

Owens Lumber                  Lumber vendor               $7,847

Suntrust VISA                 Credit card purchases       $6,674

T.J. Moss Lumber              Lumber vendor               $6,299

Sweetwater Lumber & Land      Lumber vendor               $4,988

American Interstate           Workers compensation        $4,500
Insurance Co.                 insurance                                          
    

C. Raymond L. Harbin's 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Chase Platinum VISA           Credit card purchases      $63,146
P.O. Box 15902
Wilmington, DE 19850-5902

Bank of Greenville            Signature loan             $30,000
P.O. Box 610
Greeneville, TN 37744

MBNA America                  Credit card purchases      $26,936
P.O. Box 15026
Wilmington, DE 19850-5026

American Express/Delta        Credit card purchases       $8,638
SkyMiles

American Express              Credit card purchases       $7,950

Arlington Christian School    Tuition - Patrick           $3,828
                              Courtemanche

David P. Timmis, DDS, PC      Dental Services             $1,900

State Farm Insurance          Homeowners insurance        $1,234
                              For 135 Whisperwood
                              Trail, Tyrone, GA
                              30290-1939

Greystone Power               Utilities                     $448

Michael G. Johnston, CPA      Tax return preparation        $365

Cingular Wireless             Cell phone                    $130

ADT Security                                                $123

DISH Network                                                 $59

Duke Power                    Utilities                      $44

A OK Trash Service            Sanitation                     $42

Verizon                       Cell phone                     $27


SOUTHWESTERN WATER: KPMG LLP (Canada) Censured by SEC
-----------------------------------------------------
KPMG LLP (Canada) disclosed a settlement with the Securities and
Exchange Commission in respect of a matter involving a now
bankrupt development-stage Canadian SEC registrant, Southwestern
Water Exploration Co., doing business as Aqua4, Inc.

Between 1999 and 2002 KPMG LLP (Canada) provided bookkeeping
services to Southwestern Water, which was an audit client of the
firm at that time.  Doing so put the firm in breach of the SEC's
rules governing the independence of auditors.

As part of the settlement the SEC has censured KPMG LLP (Canada).  
The firm has also agreed to pay $73,682 US (including interest),
representing the fees it earned for the audit and bookkeeping
services it provided to Southwestern Water during the period.  
Additionally, the KPMG partners serving on the Southwestern Water
engagement have been subject to SEC practice bans: for two years
in the case of the engagement partner, and nine months in the case
of the concurring partner.  The settlement places no restrictions
on KPMG LLP (Canada)'s ability to serve SEC registrants.

KPMG cooperated with the SEC in this matter and has accepted
responsibility for its breach of SEC auditor independence
requirements.  In settling with the SEC, KPMG agreed to certain
undertakings concerning its independence monitoring procedures.
These are completely consistent with the firm's commitment to the
continuing improvement of audit quality.

This settlement represents the resolution of the Southwestern
Water matter between the SEC and the firm.  It reflects KPMG LLP
(Canada)'s commitment to work constructively with regulators in
order to resolve issues in a positive manner.

Commenting on the Southwestern Water issue, Bill MacKinnon, CEO of
KPMG LLP (Canada) stated, "This situation underlines the critical
importance of focusing on quality, which is the top priority of
everyone in KPMG."

KPMG LLP (Canada) -- http://www.kpmg.ca/-- is the Canadian member  
firm of KPMG International, the global network of professional
services firms that aim to turn knowledge into value for the
benefit of their clients, people and the capital markets.  With
nearly 100,000 people worldwide, KPMG member firms provide audit,
tax, and advisory services from more than 715 cities in 148
countries.  

Southwestern Water Exploration Co. filed for chapter 7 liquidation
on Nov. 20, 2003 (Bankr. S.D. Tex. Case No. 03-46510).  Robert
Smith Blanc, Esq., at Gardere Wynne Sewell & Riggs, represents the
Debtor in its liquidation proceeding.  The Court appointed Joseph
M. Hill, Esq., as the chapter 7 trustee.  Timothy L. Wentworth,
Esq., at Cage Hill & Niehaus LLP represents the chapter 7 trustee.


TEXAS INDUSTRIES: Prices Tender Offer for 10-1/4% Senior Notes
--------------------------------------------------------------
Texas Industries, Inc. (NYSE: TXI) disclosed the pricing terms of
its previously announced tender offer and consent solicitation for
its 10-1/4% Senior Notes due 2011.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not revoked prior to 5:00 p.m. New York City
time, on June 24, 2005, is $1,159.90, which includes a consent
payment of $30.00.  The total consideration was determined by
reference to a fixed spread of 50 basis points over the yield,
based on the bid price, on the 3-1/2% U.S. Treasury Note due
May 31, 2007, which was calculated at 2:00 p.m., New York City
time, on June 30, 2005.  The reference yield and the tender offer
yield are 3.652% and 4.152%, respectively.  Holders of Notes
tendered on or before the Consent Payment Deadline will receive
accrued and unpaid interest on the Notes up to, but not including,
the initial payment date for the Offer, which is expected to be on
or about July 6, 2005.

Holders tendering their Notes after the Consent Payment Deadline,
but on or prior to 12:00 midnight, on July 14, 2005, will receive
the tender offer consideration of $1,129.90 per $1,000 principal
amount of Notes tendered, but will not receive the consent
payment.  Holders of Notes validly tendered after the Consent
Payment Deadline, but on or prior to the Expiration Date, will
receive accrued and unpaid interest on the Notes up to, but not
including, the final payment date for the Offer, which is expected
to be on or about July 15, 2005.

The Offer remains open and is scheduled to expire at 12:00
midnight, New York City time, on July 14, 2005, unless extended or
earlier terminated.  The Offer is subject to the satisfaction of
certain conditions, including the Company's receipt of sufficient
debt financing to consummate the Offer on terms satisfactory to
the Company.  No assurance can be given that such financing will
be completed satisfactorily.

The complete terms and conditions of the Offer are described in
the Offer to Purchase and Consent Solicitation Statement dated
June 13, 2005, copies of which may be obtained by contacting D. F.
King & Co., Inc., the information agent for the Offer, at (212)
269-5550 (collect) or (800) 659-5550 (U.S. toll-free).

The Company has engaged Banc of America Securities LLC to act as
the exclusive dealer manager and solicitation agent for the Offer.  
Additional information concerning the Offer may be obtained by
contacting Banc of America Securities LLC, High Yield Special
Products, at (704) 388-9217 (collect) or (888) 292-0070 (U.S.
toll-free).

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any securities.  The Offer is being made solely by way of the
Offer to Purchase.

Texas Industries, Inc., is a leading supplier of building
materials, primarily cement and structural steel.  TXI is the
largest supplier of cement in Texas and a major cement supplier in
California.  Structural steel products are distributed throughout
North America. On December 15, 2004, TXI's Board of Directors
approved a plan to spin off the steel business by means of a tax-
free stock dividend to TXI shareholders.  Upon completion of the
Offer and the requisite debt financing, mentioned above, TXI
intends to distribute the common stock of Chaparral Steel Company
to its existing shareholders as part of a previously announced
spin-off transaction.

                        *     *     *

As reported in the Troubled Company Reporter on June 20, 2005,  
Moody's Investors Service has assigned a Ba3 rating to Texas  
Industries, Inc.'s $250 million in senior unsecured notes and a  
Ba2 rating to the company's new 5-year senior secured credit  
facility.  In addition, Moody's has upgraded the company's senior  
implied rating to Ba3 from B1 and its $200 million subordinated  
convertible trust preferred securities to B2 from B3.  The ratings  
outlook has been changed to stable from developing following the  
company's announcement earlier this year that it intends to spin  
off its steel business, Chaparral Steel Company (B1 senior  
unsecured rating).  

Ratings affected include:  

Texas Industries, Inc.:  

Assigned:  

   * Ba2 -- $200 million 5-year senior secured credit facility  
            due 2010  

   * Ba3 -- $250 million senior unsecured notes due 2013  

Upgraded:  

   * Ba3 from B1 -- senior implied  
   * B1 from B2 -- senior unsecured issuer rating  

TXI Capital Trust I:  

Upgraded:  

   * B2 from B3 -- $200 subordinated convertible trust preferred  
                   securities.


THISTLE MINING: Emerges from CCAA Protection
--------------------------------------------
Thistle Mining emerged from protection under the Companies'
Creditors Arrangement Act on June 30, 2005.  

The Company obtained protection under the Companies' Creditors
Arrangement Act on Jan. 7, 2005, from the Ontario Superior Court
of Justice.  The Court subsequently granted extensions of the CCAA
protection to June 30, 2005.  This allowed the Company to continue
operating its business while it negotiated a restructuring plan
with its creditors.

On May 3, 2005, the Company's affected creditors approved the
Company's Plan.  The Court approved the Plan on May 10, 2005.  

The Company's Plan provided, inter alia, for:

      1.  Two classes of creditors:

          -  Class One, consisting of Meridian Creditors, the
             holders of claims in respect of the Company's senior
             secured indebtedness; and

          -  Class Two, consisting of the Note-holder Creditors,
             the holders of claims relating to notes issued by the
             Company;

      2.  The sale by Meridian Creditors to the Company, or its
          security agent, of:

          -  Debt owing to Meridian Creditors by subsidiaries of
             the Company, guaranteed by the Company, and secured,
             totaling approximately $54.2 million together with
             interest thereon; and

          -  Debt owing to Meridian Creditors by a subsidiary of
             the Company totaling approximately Cdn $3.93 million
             together with interest thereon;

      3.  In consideration for the sale, the Meridian Creditors
          received from the Company, in aggregate:

          -  Secured notes evidencing indebtedness of $20 million;

          -  Secured notes evidencing indebtedness of
             CDN$3.93 million; and

          -  70% of the post-implementation equity in the Company;

      4.  The release of all claims of Note holder Creditors,
          totaling principal of $24.85 million plus interest
          thereon, in consideration for which Note-holder
          Creditors received 25% of the post-implementation equity
          in the Company;

      5.  The consolidation of existing common shares of the
          Company so that existing shareholders retained 5% of the
          post-implementation equity in the Company;

      6.  Payment in full by the Company of all proven claims of
          the Company's creditors as at the Filing Date (other
          than claims of Meridian Creditors and Note-holder
          Creditors); and

      7.  The delivery by the Company to the Meridian Creditors of
          secured notes evidencing the amount of the Company's
          outstanding debtor-in-possession financing owing to them
          as at the Plan implementation date.

Although the implementation of the Plan will significantly reduce
the Company's financial liabilities the Company will still require
significant additional financing through the remainder of 2005 to
continue funding its South African operations, complete the
feasibility study of its Philippine operations, service its debt
obligations and fund its corporate expenses.

The Company has not secured this additional financing as at the
date of these financial statements, and does not have any
additional sources of cash flow from operations.  Until the
Company is able to secure additional financing, either through
additional debt or equity, the Company will be dependent on the
continued financial support of Meridian, who have provided
approximately $20 million since January 1, 2005.  Although the
Company believes that Meridian will continue to support it through
the balance of 2005 as it attempts to implement its revised
business plan, there can be no assurances that Meridian will
provide such financing and that the Company will be able to
continue as a going concern.

Thistle Mining (TSX: THT and AIM: TMG) --
http://www.thistlemining.com/-- says its goal is to become one of
the fastest gold mining growth operations in the world.  Thistle
has focused on acquiring companies with established reserves and
will not be developing green field sites.  The company operations
in South Africa and Kazakhstan are in production, while the
Masbate project in the Philippines is forecast to commence
production in the latter half of 2005.

The Company obtained an order on January 7, 2005, to commence
Thistle's restructuring under the Companies' Creditors Arrangement
Act.  On May 3, 2005, the Company's affected creditors approved
the Company's Plan.  The Court approved the Plan on May 10, 2005.  
Thistle Mining emerged from the Companies' Creditors Arrangement
Act protection on June 30, 2005.  

At Dec. 31, 2004, Thistle Mining's balance sheet showed a
$38,792,000 stockholders' deficit, compared to a $20,803,000
deficit at Dec. 31, 2003.


THISTLE MINING: KPMG Signs-Off on Company's 2004 Financials
-----------------------------------------------------------
Thistle Mining Inc. disclosed that following the completion of the
Companies' Creditors Arrangement Act restructuring procedure in
Canada on July 1, its auditors have now signed off on the
Company's financial statements for the year ended Dec. 31, 2004.

The full audited accounts are published and available to be
downloaded from the Company's website at  
http://www.thistlemining.com/  

    Consolidated Balance Sheets

                                                           2004         2003
    (in thousands of US dollars)                                  (restated -
    At December 31                                                    note 2)
    -------------------------------------------------------------------------
    Assets
    Current Assets
    Cash and cash equivalents                             1,844        1,799
    Accounts receivable                                   1,654        5,643
    Investments                                           1,130        2,945
    Inventories                                           3,700        6,380
    Other assets                                          1,729        2,962
    -------------------------------------------------------------------------
                                                         10,057       19,729
    Property, plant and equipment                        16,365       20,139
    Mining properties                                    42,953       75,659
    -------------------------------------------------------------------------
                                                         69,375      115,527
    -------------------------------------------------------------------------

    Liabilities and Shareholders' Deficiency
    Current Liabilities
    Accounts payable and accrued liabilities             18,795       21,355
    Current debt                                         82,334       10,111
    Income taxes payable                                  3,989        4,945
    -------------------------------------------------------------------------
    Total current liabilities                           105,118       36,411

    Long-term debt                                            -       25,277
    Reclamation provision                                 3,000        2,738
    Derivative financial instruments                          -       59,406
    Future income tax liabilities                            49       11,334
    -------------------------------------------------------------------------
                                                        108,167      135,166
    -------------------------------------------------------------------------
    Minority interests                                        -        1,164

    Shareholders' Deficiency
    Common shares                                       108,883       85,133
    Contributed surplus                                   2,735            -
    Warrants                                             14,578        2,577
    Deficit                                            (162,327)    (105,854)
    Equity adjustment from
     foreign currency translation                        (2,661)      (2,659)
    -------------------------------------------------------------------------
    Total shareholders' deficiency                      (38,792)     (20,803)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
                                                         69,375      115,527
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Consolidated Statements of Operations

    (in thousands of US dollars)                           2004         2003
    For the years ended 31 December                               (restated -
                                                                      note 2)
    -------------------------------------------------------------------------
    Sales                                                65,949       67,481
    Net impact of derivative financial instruments       12,188       (2,322)
    Cost of sales                                      (133,711)     (83,535)
    -------------------------------------------------------------------------
    Gross loss                                          (55,574)     (18,376)
    -------------------------------------------------------------------------
    Costs and Expenses
    General and administrative expenses                  (8,006)      (4,723)
    Depreciation                                            (44)         (38)
    Amortization of deferred charges                     (1,828)      (1,682)
    Interest                                             (3,146)      (2,773)
    Foreign currency loss                                (4,711)      (4,069)
    Write down of investments                            (1,482)         (38)
    Other gains and losses                                  965       (1,416)
    Minority interest in net earnings                       262          (24)
    -------------------------------------------------------------------------
    Loss before income taxes
     and discontinued operations                        (73,564)     (33,139)
    Discontinued operations                               5,109          209
    Income tax recovery                                  11,982        6,332
    -------------------------------------------------------------------------
    Net loss for the year                               (56,473)     (26,598)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Net loss per share before discontinued operations
     - basic and diluted                                  (0.15)       (0.12)
    -------------------------------------------------------------------------
    Net loss per share - basic and diluted                (0.14)       (0.11)
    -------------------------------------------------------------------------



    Statement of Deficit

    (in thousands of US dollars)
    For the years ended 31 December                        2004         2003
    -------------------------------------------------------------------------
    Deficit
    Balance, beginning of year                         (105,854)     (79,256)
    Net loss for the year                               (56,473)     (26,598)
    -------------------------------------------------------------------------
    Balance, end of the year                           (162,327)    (105,854)
    -------------------------------------------------------------------------



    Statement of Cash Flows
                                                           2004         2003
    (in thousands of US dollars)                                  (restated -
    At 31 December                                                    note 2)
    -------------------------------------------------------------------------
    Operating activities
    Net loss for the year from continuing operations    (61,582)     (26,807)

    Add (deduct) items not affecting cash
     from operating activities
    Depletion and depreciation, and impairment           39,257       13,499
    Future income and mining tax provisions             (10,794)      (9,209)
    Foreign exchange                                      4,711        1,602
    Unrealized (gain) loss on derivative instruments    (12,187)       2,381
    Gains/(losses) on investments                           774         (944)
    Stock options issued                                  2,735            -
    Other non-cash items                                    567           31
    -------------------------------------------------------------------------
                                                        (36,519)     (19,447)
    -------------------------------------------------------------------------

    Changes in non-cash working capital
     balances
    Accounts receivable                                   2,602         (649)
    Inventories                                            (112)      (1,218)
    Other assets                                           (595)           -
    Accounts payable and accrued liabilities               (904)       4,973
    Income and mining taxes recoverable and payable         273       (3,586)
    -------------------------------------------------------------------------
                                                          1,264         (480)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Cash flows provided by
     (used in) operating activities                     (35,255)     (19,927)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Net change in discontinued operations                 1,202        1,615
    -------------------------------------------------------------------------

    Investing activities
    Additions to mining properties                       (1,703)        (817)
    Purchase of property, plant and equipment            (6,464)      (4,651)
    Sale (purchase) of investments                        3,234         (842)
    Purchase of interest in subsidiary                        -      (11,840)
    -------------------------------------------------------------------------
    Cash flows provided by
     (used in) investing activities                      (4,933)     (18,150)
    -------------------------------------------------------------------------

    Financing activities
    Common shares issued                                 23,622        9,451
    Warrants issued                                      12,001            -
    Net proceeds from borrowings                          3,408       26,663
    -------------------------------------------------------------------------
    Cash flows provided by
     (used in) financing activities                      39,031       36,114
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Net increase (decrease)
     in cash and cash equivalents                            45         (348)
    Cash and cash equivalents, beginning of year          1,799        2,147
    -------------------------------------------------------------------------
    Cash and cash equivalents, end of year                1,844        1,799
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Interest Paid                                         3,437        2,696
    -------------------------------------------------------------------------
    Taxes Paid                                            2,901        2,828
    -------------------------------------------------------------------------
    Non Cash financing and investing activities:
    Conversion of convertible notes to share capital        128        1,102
    -------------------------------------------------------------------------

KPMG LLP expressed substantial doubt about the company's ability
to continue as a going concern because of the Companies' Creditors
Arrangement Act reorganization proceedings and circumstances
relating to this event, including the Company's debt structure,
recent losses and cash flow.  As such, realization of the
Company's assets and discharge of its liabilities are subject to
significant uncertainty.

Thistle Mining (TSX: THT and AIM: TMG) --
http://www.thistlemining.com/-- says its goal is to become one of
the fastest gold mining growth operations in the world.  Thistle
has focused on acquiring companies with established reserves and
will not be developing green field sites.  The company operations
in South Africa and Kazakhstan are in production, while the
Masbate project in the Philippines is forecast to commence
production in the latter half of 2005.

The Company obtained an order on January 7, 2005, to commence
Thistle's restructuring under the Companies' Creditors Arrangement
Act.  On May 3, 2005, the Company's affected creditors approved
the Company's Plan.  The Court approved the Plan on May 10, 2005.  
Thistle Mining emerged from the Companies' Creditors Arrangement
Act protection on June 30, 2005.  


THISTLE MINING: Appoints G.M. Kennedy as CEO & A.J. Graetz as CFO
-----------------------------------------------------------------
Thistle Mining Inc. (TSX: THT and AIM: TMG) reported that
following completion of its restructuring under the Companies'
Creditors Arrangement Act, the new board of Thistle has appointed
Gerrit Maritz Kennedy as Thistle's new Chief Executive Officer and
Andreas Johanness Graetz as Thistle's new Chief Financial Officer.

Mr. Kennedy, aged 55, has over 20 years of hard rock mining
experience in senior positions.  For the past two years, he has
been the Vice President and Head of Operations at Goldfields'
Kloof Gold Mine, one of the largest producing gold mines in South
Africa.  Prior to that, Mr. Kennedy was (amongst other positions)
the General Manager of Samancor's Western Chrome Mines and Mine
Manager of Anglo American's Western Deep Levels Limited.

Mr. Graetz, aged 50, has since 1994 been involved in various
senior financial and technical management positions for Placer
Dome Inc. in North America, the Philippines and South Africa.  
More recently Mr. Graetz was the Chief Financial Officer of the
South Deep operation in South Africa, a joint venture between
Placer Dome and Western Area Limited.

Thistle Mining (TSX: THT and AIM: TMG) --
http://www.thistlemining.com/-- says its goal is to become one of
the fastest gold mining growth operations in the world.  Thistle
has focused on acquiring companies with established reserves and
will not be developing green field sites.  The company operations
in South Africa and Kazakhstan are in production, while the
Masbate project in the Philippines is forecast to commence
production in the latter half of 2005.

The Company obtained an order on January 7, 2005, to commence
Thistle's restructuring under the Companies' Creditors Arrangement
Act.  On May 3, 2005, the Company's affected creditors approved
the Company's Plan.  The Court approved the Plan on May 10, 2005.  
Thistle Mining emerged from the Companies' Creditors Arrangement
Act protection on June 30, 2005.  


TITAN CORP: L-3 Comms. Begins Cash Tender Offer Under Merger Pact
-----------------------------------------------------------------
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 New York City, L-3 Communications --  
http://www.L-3Com.com/-- is a leading provider of Intelligence,    
Surveillance and Reconnaissance (ISR) 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.

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.

                        *     *     *

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,


TOUCH AMERICA: Plan Trustee Has Until Sept. 5 to Object to Claims
-----------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware gave Brent
Williams, the Plan Trustee appointed under the Liquidating Trust
established pursuant to the confirmed Amended Liquidating Plan of
Reorganization of Touch America Holdings, Inc., and its debtor-
affiliates, until Sept. 5, 2005, to object to proofs of claims
filed against the Debtors' estates.

The Court confirmed the Debtors' Plan on Oct. 6, 2004, and the
Plan took effect on Oct. 19, 2004.  Mr. Williams succeeded Chanin
Capital Partners as the Plan Trustee on May 1, 2005.

Mr. Williams explains that he and the Debtors have so far filed 14
omnibus objections to claims and have objected to approximately
750 out of 1,000 claims filed against the Debtors' estates.  But
Mr. Williams relates that numerous claims remain to be thoroughly
reviewed and evaluated.

Mr. Williams gave the Court three reasons in support of the
extension:

   a) he is continuing to negotiate and consensually resolve
      many disputed claims;

   b) the extension will reduce the expenses of claims
      administration and conserve the Court's time for disputed
      claims and objections that require the Court's intervention;
      and

   c) the extension will ensure that all claims are properly
      reviewed and evaluated, and ensure that all disputed claims
      have been resolved or are the subject of proper objections.

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
developed, owned, and operated data transport and Internet
services to commercial customers.  The Company filed for chapter
11 protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915).  Maureen D. Luke, Esq. and Robert S. Brady, Esq. at
Young Conaway Stargatt & Taylor, LLP represent the Debtors.  When
the Company filed for bankruptcy protection, it listed
$631,408,000 in total assets and $554,200,000 in total debts.  The
Court confirmed the Debtors' Plan on Oct. 6, 2004, and the Plan
took effect on Oct. 19, 2004.  Brent Williams is the Plan Trustee
under the confirmed Plan.  David Neir, Esq., at Winston & Strawn
LLP represents the Plan Trustee.  


TOUCH AMERICA: Plan Trustee Wants Until Oct. 1 to Decide on Leases
------------------------------------------------------------------          
Brent Williams, the Plan Trustee appointed under the Liquidating
Trust established pursuant to the confirmed Amended Liquidating
Plan of Reorganization of Touch America Holdings, Inc., and its
debtor-affiliates, asks the U.S. Bankruptcy Court for the District
of Delaware, to further extend, until Oct. 1, 2005, the period
within which he can elect to assume, assume and assign, or reject
the Debtors' unexpired nonresidential real property leases.

Mr. Williams explains that although he believes that there are no
more remaining unexpired nonresidential leases of the Debtors'
estates, he is seeking the requested extension out of an abundance
of caution.

Mr. Williams relates that although the Debtors' Plan took effect
on Oct. 19, 2004, certain executory contracts, that third parties
may seek to characterize as unexpired leases, may remain the
subject of a pending motion to assume in the Debtor's post-
confirmation chapter 11 cases.

The Court will convene a hearing at 3:00 p.m., on July 21, 2005,
to consider the Plan Trustee's request.

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
developed, owned, and operated data transport and Internet
services to commercial customers.  The Company filed for chapter
11 protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915).  Maureen D. Luke, Esq. and Robert S. Brady, Esq. at
Young Conaway Stargatt & Taylor, LLP represent the Debtors.  When
the Company filed for bankruptcy protection, it listed
$631,408,000 in total assets and $554,200,000 in total debts.  The
Court confirmed the Debtors' Plan on Oct. 6, 2004, and the Plan
took effect on Oct. 19, 2004.  Brent Williams is the Plan Trustee
under the confirmed Plan.  David Neir, Esq., at Winston & Strawn
LLP represents the Plan Trustee.  


TOWN SPORTS: Possible Company Sale Cues S&P to Watch Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Town
Sports International Holdings Inc. and operating subsidiary Town
Sports International Inc., including the 'B' corporate credit
ratings, on CreditWatch with developing implications, indicating
the possibility of an upward or downward rating movement.

The rating action follows Town Sports' disclosure of its plans to
file a registration statement with the SEC for a proposed
underwritten IPO of its common stock and its exploration of
strategic alternatives, which include a possible sale of the
company.  The company has retained Goldman, Sachs & Co.;
Deutsche Bank Securities Inc.; and Credit Suisse First Boston LLC
to assist in its review of strategic alternatives.  Town Sports
had total debt outstanding of $400 million as of March 31, 2005.

"The CreditWatch listing is based on concerns that a sale of the
company could meaningfully increase Town Sports' interest expense
and debt burden to warrant a ratings downgrade," said Standard &
Poor's credit analyst Andy Liu.  "On the other hand, if Town
Sports pursues an IPO and if the entire proceed is used to reduce
debt, the resulting improvement in credit measures could warrant a
one-notch upgrade."

At this time, the company has not yet determined the number of
shares to be offered and the price range for the offering.  When
Town Sports finalizes its plans and transaction details become
available, Standard & Poor's will assess the company's capital
structure, liquidity, and club operations in resolving the
CreditWatch listing.


UFJ OPCO: S&P's Rating on Preferred Securities Tumbles to D
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'D' from 'C' its
rating on the operating company preferred securities issued by a
funding vehicle of UFJ Bank Ltd. (A/Stable/A-1), following the
bank's nonpayment of a dividend originally scheduled for June 30,
2005.  The ratings on the securities of the OPCO, Tokai Preferred
Capital Co. LLC, were lowered on May 25, 2005, to 'C' from 'BB'
when the bank announced the suspension of the dividend.  Today's
downgrade has no effect on the ratings on UFJ Bank and UFJ Trust
Bank Ltd. (A/Stable/A-1).

The UFJ group is set to merge with Mitsubishi Tokyo Financial
Group in October 2005, and its financial standing will improve as
it becomes one of the largest banking groups in the world.  After
the merger, there is a high possibility that dividends on the
underlying OPCO securities will be paid, given the expected
business performance and level of distributable profit of the
combined banking groups.  An upgrade of the OPCO securities could
occur if the new bank realizes sufficient distributable profit,
proceeds smoothly through the merger, and meets its targets for
mid-year performance and repayment of public funds.

The OPCO's suspension of dividend payment is in accordance with
the terms and conditions of the preferred securities and does not
constitute a default.  Accordingly, the nonpayment of dividends
does not lead to a downgrade on the counterparty ratings on UFJ
Bank to 'D' or 'SD'.  The issue ratings on the securities,
however, are revised to 'D' when their dividend payment is
suspended, even if the securities are deferrable and the
nonpayment is in accordance with relevant agreements.


UNITED HOSPITAL: Gets Final Court Nod on $1.4 Million DIP Facility
------------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York gave New York United
Hospital Medical Center and its debtor-affiliates final approval:

   a) to obtain post-petition financing from SB Capital
      Group LLC and Kimco Capital Corporation, acting as
      Administrative Agent for a group of lenders; and

   b) to grant mortgages, security interests, liens and
      superpriority claims to the postpetition lenders.

The Debtors will use the DIP facility to wind-down their
businesses, meet payroll obligations and other expenses in order
to preserve the going concern value of their assets.    

Also, the final DIP Financing order allows the Debtors to use
$1,465,000 of the DIP Loan to pay all outstanding obligations to
the New York State Housing Finance Agency.  The Housing agency
financed the construction of a housing unit within the Debtors'
facilities.

The post-petition obligations will bear interest at 2.5% per annum
above the Prime Rate.  

               The Interim DIP Financing Order

As reported by the Troubled Company Reporter on May 5, 2005, the
Court allowed the Debtors, on an interim basis, to borrow up to
$2,250,000 under a post-petition agreement from Kimco Capital, SB
Capital and the post-petition lenders.  

The interim order further gave the Debtors authority to obtain an
additional $1 million in loans from the Dormitory Authority of the
State of New York, in accordance with the Dormitory Authority DIP
Loan Agreement.  The Dormitory Authority had earlier extended
approximately $2,000,000 in financing to the Debtors.

                   Full Payment of Dormitory
                  Authority Pre-Petition Loan

The Debtor used approximately $2,225,000 of the DIP loans to pay
all of its pre-petition loan obligations to the Dormitory
Authority, which totaled $9,911,784.34 as of December 17, 2004.  
As a result of the full payment, the Dormitory Authority has
released its liens on the pre-petition collateral.  

The Dormitory Authority currently holds valid, binding,
enforceable and perfected liens on all of the Debtor's post-
petition collateral to secure the post-petition loan extended to
the Debtors.

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a 224-bed, community healthcare provider and a
member of the New York-Presbyterian Healthcare System, serving
several Westchester communities, including Port Chester, Rye,
Mamaroneck, Rye Brook, Purchase, Harrison and Larchmont.  The
Company filed for chapter 11 protection on December 17, 2004
(Bankr. S.D.N.Y. Case No. 04-23889).  Lawrence M. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $39,000,000 and
total debts of $78,000,000.


VARTEC TELECOM: Wants to Sell All Assets to Leucadia for $61.5MM
----------------------------------------------------------------
Vartec Telecom Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to sell substantially all of their assets to Leucadia National
Corporation for $61.5 million subject to higher and better offers.

The parties inked an Asset Purchase Agreement on June 16, 2005.  
Under the Agreement, the closing of the sale will be a three-step
process.  After Court approval of the Agreement, the parties will
execute a Management Services Agreement under which Leucadia
National will agree to operate the Acquired Assets pending the
final closing of the Sale.

At the time of the execution of the Management Services Agreement,
Leucadia National will deposit the $61.5 million purchase price in
an escrow account.

After the expiration or termination of the statutory waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, the Debtors will transfer all Acquired Assets
for which consents from the Federal Communications Commission or
any state Public Utility Commission is unnecessary.  At that time,
the escrow agent will be directed to pay Vartec Telecom $30.75
million, half of the Purchase Price.

After obtaining necessary FCC Consents and State PUC Consents, the
Debtors will transfer all Acquired Assets for which FCC Consents
or State PUC consents are necessary, and at that time, the escrow
agent will be directed to pay to Vartec Telecom the remaining
Purchase Price subject to certain adjustments.

William L. Wallander, Esq., at Vinson & Elkins L.L.P., in Dallas,
Texas, tells the Court that the Debtors have evaluated extensively
various means of reorganization, and they have concluded that they
should liquidate their remaining assets.  Through their investment
bankers, Houlihan Lokey Howard & Zukin Capital Group, the Debtors
thoroughly have marketed the Acquired Assets for sale and they
believe that the proposed purchase price is satisfactory.  

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81694.  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VARTEC TELECOM: Wants Court to Okay Asset Sale Procedures
---------------------------------------------------------
Vartec Telecom Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to approve
their sale procedures in connection with their move to sell
substantially all of their assts to Leucadia National Corporation
for $61.5 million.

The proposed sale procedures are:

   1. Confidentiality Agreement.  Interested bidders must
      execute a confidentiality agreement and deliver it to the
      Debtors.  The Debtors will disclose the Potential
      Purchaser's interest and proposal (but not identity) to
      Leucadia within two business days after the Debtors receive
      the respective bid(s);  

   2. The Agreement and Due Diligence.  The Debtors will send to
      each Potential Purchaser a copy of the Asset Purchase
      Agreement between the Debtors and Leucadia.  The
      Debtors will provide Potential Purchasers reasonable access
      to the Debtors' books, records, facilities, key personnel,
      officers, independent accountants and legal counsel for the
      purpose of conducting due diligence.  Any information
      provided by or on behalf of the Debtors to a Potential
      Purchaser will also be provided, at the same time, to
      Leucadia if the information has not already been provided to
      Leucadia;  

   3. Bid Submissions.  Any Potential Purchaser desiring to submit
      a bid for the Acquired Assets and to participate in
      competitive at an Auction will deliver its Bid in writing
      to:

                  Vinson & Elkins L.L.P.
                  Attn: William L. Wallander
                  3700 Trammell Crow Center
                  2001 Ross Avenue, Suite 3700
                  Dallas, Texas 75201

      All Bids must be actually received not later than July 20,
      2005 at 12:00 p.m., Central time.

      Bids must be at least $19 million -- $2.5 million higher
      than Leucadia's bid;

   4. Determination of Qualified Bids.  To be a "Qualified Bid",
      it must:

      a. consist of an executed version of the Sale Agreement
         acceptable to the Debtors that clearly specifies the
         amount the Potential Purchaser is willing to pay;

      b. be at least $19 million;

      c. be accompanied by reasonably satisfactory evidence of
         committed financing or other ability to perform the
         transaction; and

      d. include a $7.5 million refundable earnest money deposit;

   5. The Auction and Selection of the Successful Bid.  The
      auction will be conducted at the offices of Vinson & Elkins
      L.L.P. or at another location as may be timely disclosed by
      the Debtors to Qualified Bidders, and will commence on
      July 25, 2005 at 10:00 a.m., Central time;

      With respect to each round of bidding at the Auction
      following the overbid of the Buyer's initial bid, each
      successive bid must be at least $100,000 in excess of the
      aggregate consideration contained in the then highest
      standing Qualified Bid.

                         Termination Fee

The Debtors also ask the Court to approve a $1,845,000 termination
fee to Leucadia in the event another Potential Purchasers wins the
auction.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81694.  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VARTEC TELECOM: Wants Court to Amend Order on Luffey's Employment
-----------------------------------------------------------------          
Vartec Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to amend its
employment order on the retention of Luffey Huffman & Monroe as
their accountants.  

The Court approved the employment of Luffey Huffman as the
Debtors' accountants on May 11, 2005.

The Debtors and Leucadia National entered into an Asset Purchase
Agreement on June 16, 2005, calling for the sale of the Debtors'
assets free and clear of all liens, claims, rights, interests and
encumbrances, for $61,500,000.

The Audit Covenant in the Purchase Agreement calls for the Debtors
to submit to Leucadia:

  a) its audited consolidated balance sheets as of Dec. 31, 2004
     and Dec. 31, 2003, and audited consolidated statement of
     operations, statements of cash flows and statements of
     stockholders' equity for the years ended Dec. 31, 2004,
     Dec. 31, 2003 and Dec. 31, 2002;

  b) an unaudited consolidated balance sheet as of March 31, 2005,
     and unaudited consolidated statements of operations,
     statements of cash flows and statements of stockholders'
     equity for the three month periods ended March 31, 2005 and
     2004; and

  c) all other financial information regarding the Debtors that is
     requested by Leucadia to enable it to prepare proforma
     combined financial statements as required by Article 11 of
     the Securities Exchange Act of 1934.

The Debtors explain that a condition to Leucadia's willingness
to execute the Purchase Agreement is the inclusion of the Audit
Covenant and the performance of the audit required by the
Covenant.

Consequently, the Debtors ask the Court to authorize Luffey
Huffman to render accounting and audit services pursuant to the
Debtors' Audit Covenant with Leucadia and to provide other
accounting services needed by the Debtors from time to time.

Luffey Huffman's hourly rates for its professionals under the
Debtors' amended request are:

        Designation          Hourly Rate
        -----------          -----------
        Principals              $240
        Managers                $210
        Seniors                 $150
        Juniors                 $125

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

The Bankruptcy Court held a hearing on June 27, 2005, to consider
the Debtors' request, but Court records show that it has yet to
enter an order approving the Debtors' request.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service  
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81695).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VILLA MARIE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Villa Marie Estates, Inc.
        dba Countryside Golf Course
        1421 Struthers-Coitsville Road
        Lowellville, Ohio 44436

Bankruptcy Case No.: 05-43885

Type of Business: The Debtor operates a golf course located in
                  Lowellville, Ohio.

Chapter 11 Petition Date: July 1, 2005

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Richard G. Zellers, Esq.
                  Luckhart, Mumaw, Zellers & Robinson
                  3810 Starrs Centre Drive
                  Canfield, Ohio 44406
                  Tel: (330) 702-0780

Total Assets: $1,637,877

Total Debts:  $783,549

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Internal Revenue Service                        $120,000
P.O. Box 99183
Cleveland, OH 44199

G.C. Supply                                      $28,572
3587 Clover Lane
New Castle, PA 16105

Lazur-Zrill & Associates                         $26,441
1032 Orchard Road
Mercer, PA 16137

Harrington Hoppe & Mitchell                      $25,000

Cerimele Meyer & Wray, LLC                       $19,820

Ram Tuff Golf Cars                                $8,976

Garland & Schellhorn, Inc.                        $6,508

Verdicon                                          $5,763

Mac Gregor Golf                                   $2,166

WPI Wallace & Pancher, Inc.                       $1,800

Safety-Kleen                                      $1,508

Ashworth, Inc.                                    $1,375

SBC Yellow Pages                                    $968

New Holland Plan                                    $950

R&R Products                                        $781

O'Conner Inc.                                       $609

National City Bank                                  $502

Suhar & Macejko                                     $500

SBC                                                 $382

Oreck Commercial Sales                              $270


WESTPOINT STEVENS: Gets Open-Ended Lease Decision Deadline
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extends the deadline within which WestPoint Stevens, Inc., and its
debtor-affiliates can assume or reject unexpired leases to the
earlier of:

   (i) the confirmation of a Chapter 11 plan; or

  (ii) consummation of a sale pursuant to Section 363(b) of the
       Bankruptcy Code.

The Debtors are in the midst of a process to sell substantially
all of their assets.  The Debtors believe that it is prudent and
necessary to further extend the time within which to assume or
reject Unexpired Leases to provide the purchaser with sufficient
time to determine which leases should be assumed by the Debtors
and assigned to Purchaser and which should be rejected.

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)


WESTPOINT STEVENS: Court Approves Invista Settlement Agreement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave WestPoint Stevens, Inc., and its debtor-affiliates approve a
settlement of some litigation claims, pursuant to an agreement
with INVISTA S.ar.l, formerly known as Arteva Specialties S.ar.l.,
on behalf of itself, its parents, subsidiaries, divisions and
affiliates.

Pursuant to the Settlement Agreement, the Debtors will receive
amounts from INVISTA in exchange for the Debtors' release of their
claims against INVISTA in the Action.

The Debtors will immediately receive the Settlement Payment
without the need to engage in expensive and protracted litigation
in connection with asserting any of their Litigation Claims
against INVISTA.  Although it is not possible to determine with
precise certainty the damages the Debtors incurred as a result of
INVISTA's alleged anti-competitive conduct, the Debtors believe
that the settlement amount will adequately compensate them for the
damages they incurred, Mr. Rapisardi notes.

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)


WILLIAM CLIFFORD: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: William A. & Linda A. Clifford
        dba Amorous Acres, LLC
        2082 Arrowhead Drive
        Tomahawk, Wisconsin 54487

Bankruptcy Case No.: 05-15208

Type of Business: The Debtors operates a farm in Harshaw,
                  Wisconsin.

Chapter 11 Petition Date: July 1, 2005

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: James T. Runyon, Esq.
                  Runyon Law Offices, LLC
                  P.O. Box 519
                  Tomahawk, WI 54487
                  Tel: (715) 453-5387

Total Assets: $1,667,125

Total Debts:  $655,342

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Direct Merchant's Bank        Misc. credit card          $11,230
P.O. Box 21550                purchases
Tulsa, OK 74121

Marshfield Clinic             Medical services            $2,400
1000 North Oak Avenue
Marshfield, WI 54449

Schmitt & Koppelman, S.C.     Legal services              $1,678
P.O. Box 176
Merrill, WI 54452

Good Samaritan Health Center  Medical services            $1,415

Wisconsin Public Service      Utility services            $1,400
Corp.

Capital One                   Misc. credit card           $1,167
                              Purchases

Capital One                   Misc. credit card           $1,013
                              Purchases

Wausau Hospital               Medical services              $510

Sacred Heart Hospital         Medical services              $178

Langlade County Sheriff's                                    $69
Dept.

Sacred Heart Hospital         Medical services               $62

Ministry Medical Northern     Medical services               $54
Region

Ministry Medical Northern     Medical services               $33
Region


WINN-DIXIE: Inks Prelim. Pact to Sell 79 Stores to F&B Operators
----------------------------------------------------------------
Winn-Dixie Stores, Inc. (OTC Pink Sheet: WNDXQ) reached
preliminary agreement to sell 79 stores to purchasers who intend
to continue operating these locations as food and beverage stores.  
These stores are part of the 326 locations that the Company
previously announced it intends to sell or close in conjunction
with its new "store footprint" strategy.  On June 21, 2005, Winn-
Dixie reported that it was taking action to strengthen its
performance and achieve long-term profitability by focusing on its
strongest markets and reducing the size of its store base from 913
stores in the U.S. and the Bahamas to 587 stores.

In motions filed with the Bankruptcy Court on Friday, Winn-Dixie
is seeking authorization to sell a total of 79 stores to 20
potential buyers, all of whom intend to operate these stores on an
ongoing basis.  These agreements are preliminary and subject to
higher and better offers that may be received at an auction to be
held on July 18 and 19, 2005.  Agreements include a provision
related to hiring Winn-Dixie Associates.  A list of the 79 stores
for which the Company has entered into sales agreements is
available at http://www.winn-dixie.com/

The Company noted that its marketing effort is ongoing and that it
is continuing to work to identify potential buyers particularly
for those stores for which there is currently no sale agreement.  
Parties interested in purchasing these stores should contact
Ramesh Chakrapani with The Blackstone Group at 212-583-5066,
Matthew Morris with The Food Partners at 202-579-0434, or Emilio
Amendola with DJM Asset Management at 631-752-1100.

The aggregate purchase price in the preliminary agreements for
leases and equipment at the 79 stores is approximately
$38.7 million.  This amount does not include inventory to be
purchased and is subject to change due to the outcome of the
auction.  Winn-Dixie is also seeking Court authorization to
conduct store-closing sales at locations that it is unable to sell
at the auction as food and beverage stores.  Subject to Court
approval, the Company anticipates that these sales would begin on
or about Aug. 1, 2005 and be completed in early to mid-September.

The Court is expected to rule on these motions at a hearing
scheduled for July 27, 28, and 29, 2005.

"To date, we have sales agreements for 79 stores," Peter Lynch,
President and Chief Executive Officer of Winn-Dixie, said.  "We
are working hard to find buyers for additional stores who will
continue to operate them as well as offer employment opportunities
for our Associates.  We sincerely regret the impact that our plans
will have on many of our Associates who will not be offered
opportunities with new owners.  We recognize this is a difficult
time, and we will provide severance and other assistance to these
individuals through their transition."

As reported in the Troubled Company Reporter on June 22, 2005,
Winn-Dixie disclosed a series of actions intended to enhance the
Company's financial performance and position it for profitability
in the long term.  The cornerstone of the Company's plan consists
of focusing on its strongest markets, where it typically has a
significant market share position, and reducing its store
"footprint" from 913 stores in the U.S. and the Bahamas to 587
stores.

                     From 901 to 587 Stores

Winn-Dixie currently operates 901 stores in nine states and 12 in  
the Bahamas.  These stores are located in 37 Designated Market  
Areas -- DMAs.  Once the footprint plan is implemented, Winn-Dixie  
will operate approximately 587 stores in 23 DMAs in Florida,  
Alabama, Louisiana, Georgia, Mississippi, and the Bahamas.  Of the  
326 stores that the Company will sell or close, 233 stores are in  
DMAs the Company is leaving entirely.  The other 93 stores are  
located in DMAs in which Winn-Dixie will remain, but these  
particular stores do not meet the Company's financial requirements  
going forward.  Winn-Dixie's anticipated annual revenue following  
these store dispositions will be approximately $7.5 billion,  
compared to approximately $10 billion today.

                     28% Workforce Reduction

As a result of these actions, Winn-Dixie expects that its
workforce will be reduced by approximately 28%, or 22,000
positions.  Where practicable, the Company will seek to offer  
affected Associates positions at other Winn-Dixie operations.  In  
addition, the Company is reviewing its corporate organization and  
plans to make reductions in headquarters and support personnel  
reflecting the smaller store footprint that the Company will  
operate.  An announcement regarding a corporate restructuring is  
expected to be made later this summer.   

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: Former Store Manager Wants Stay Lifted to File Lawsuit
------------------------------------------------------------------
Wah Hong Go, a former store manager of Winn-Dixie Stores, Inc.,
asks the U.S. Bankruptcy Court for the Middle District of Florida
to lift the automatic stay to permit him to file, serve and
litigate a lawsuit against the Debtor.

Mr. Go intends to file his lawsuit before a federal or state
court of competent jurisdiction in Miami-Dade County, Florida,
where the unlawful conduct of the Debtors took place and where
the witnesses and evidence reside.  Mr. Go also seeks leave to
file a proof of claim upon the conclusion of litigation following
the entry of judgment.

On April 1, 2003, Mr. Go filed a Charge of Discrimination against
the Debtors jointly with the United States Equal Employment
Opportunity Commission and the Florida Commission on Human
Relations, alleging violations of Title VII of the Civil Rights
Act of 1964 and the Age Discrimination in Employment Act.  Under
applicable law, Mr. Go was precluded from filing a lawsuit on
these claims until the EEOC completed an investigation.

On March 10, 2005, the EEOC issued a Notice of Right to Sue
finding "reasonable cause to believe that violations of the
statute(s) occurred" and notifying Mr. Go that he had 90 days
from the receipt of the EEOC Notice to file a lawsuit against the
Debtors or the right to sue would be lost.

Mr. Go ask the Court to lift the automatic stay, nunc pro tunc to
March 10, 2005, because the deadline for filing suit may lapse
before the Court has had an opportunity to rule upon his request.

Mr. Go maintains that his employment was terminated unlawfully on
the basis of his race, national origin and age in violation of
Title VII, the ADEA and the Florida Civil Rights Act.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest   
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Can Walk Away From Four Executory Contracts
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
permission to Winn-Dixie Stores, Inc., and its debtor-affiliates
to reject four executory contracts effective as of June 16, 2005.

The Contracts consist of:

   -- a sponsorship agreement and a suite license agreement for
      the Jacksonville Veterans Memorial Arena,

   -- a sponsorship agreement for Florida State University, and

   -- a customer survey agreement.

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).


X-CEL E-COAT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: X-cel E-Coat LLC
        21121 Telegraph Road
        Southfield, MI 48034-4253

Bankruptcy Case No.: 05-61044

Type of Business: The Debtor specializes in decorative and
                  functional coating for automobiles.

Chapter 11 Petition Date: July 1, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel:

Total Assets: Unknown

Total Debts:  Unknown

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


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (111)         202       75
Alliance Imaging        AIQ         (54)         608       14
Amazon.com Inc.         AMZN       (162)       2,472      720
AMR Corp.               AMR        (697)      29,167   (2,311)
Atherogenics Inc.       AGIX        (54)         254      235
Biomarin Pharmac        BMRN        (90)         181        3
Blount International    BLT        (238)         434      115
Builders Firstso        BLDR         (9)         709      245
CableVision System      CVC      (2,035)      11,141      410
CCC Information         CCCG       (113)          93       21
Centennial Comm         CYCL       (486)       1,467      124
Choice Hotels           CHH        (204)         276      (23)
Cincinnati Bell         CBB        (593)       1,919       (8)
Clorox Co.              CLX        (346)       3,756     (158)
Compass Minerals        CMP         (69)         707      139
Conjuchem Inc.          CJC         (22)          32       28
Delphi Corp.            DPH      (3,880)      16,998      588
Delta Airlines          DAL      (6,352)      21,737   (2,968)
Deluxe Corp             DLX        (150)       1,556     (331)
Denny's Corporation     DENN       (263)         496      (82)
Domino's Pizza          DPZ        (526)         450       26
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,830)       6,579      148
Emeritus Corp.          ESC        (133)         716     (106)
Flow Intl. Corp.        FLOW         (9)         136       (3)
Foster Wheeler          FWLT       (520)       2,140     (213)
Freightcar Amer.        RAIL        (23)         208        8
Graftech International  GTI         (35)       1,029      265
I2 Technologies         ITWH       (199)         377       76
ICOS Corp               ICOS        (38)         285      170
IMAX Corp               IMAX        (40)         235       24
Investools Inc.         IED         (16)          56      (36)
Isis Pharm.             ISIS       (104)         176       61
Jorgensen (Earle)       JOR        (186)         659      186
Knoll Inc.              KNL          (3)         570       67
Lodgenet Entertainment  LNET        (72)         287       22
Maytag Corp.            MYG         (78)       2,954      380
McDermott Int'l         MDR        (232)       1,450       34
McMoran Exploration     MMR         (24)         405      143
Nexstar Broadc - A      NXST        (30)         700       16
Northwest Airline       NWAC     (3,273)      13,821    (1,204)
NPS Pharm Inc.          NPSP        (57)         351      261
ON Semiconductor        ONNN       (363)       1,112      237
Owens Corning           OWENQ    (8,271)       7,671    1,250
Primedia Inc.           PRM        (777)       1,883      164
Quality Distrib.        QLTY        (29)         386       15
Qwest Communication     Q        (2,564)      24,129      469
Revlon Inc. - A         REV      (1,065)       1,155       99
RH Donnelley            RHD        (127)       3,972      (57)
Riviera Holdings        RIV         (27)         223        5
Rural/Metro Corp.       RURL       (184)         221       18
SBA Comm. Corp. A       SBAC       (104)         854        9
Sepracor Inc.           SEPR       (351)         974      605
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO         (1)         151       48
US Unwired Inc.         UNWR        (84)         413       45
Vector Group Ltd.       VGR         (31)         505      152
Vertex Pharm.           VRTX         (8)         484      202
Vertrue Inc.            VTRU        (50)         451      (81)
Viropharma Inc.         VPHM         (6)         190       58
Warner Music Group      WMG        (137)       4,742     (506)
WR Grace & Co.          GRA        (629)       3,464      876

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

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