TCR_Public/050706.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, July 6, 2005, Vol. 9, No. 158

                          Headlines

AAIPHARMA INC: Competing Bids for Assets Are Due Today
AIR ENTERPRISES: Brings-In Guy Lammert as Bankruptcy Counsel
AIR ENT'S: Hires American Express as Business & Fin'l Consultant
AIR ENTERPRISES: Selling Assets to Resilience Capital for $2.75M
ANC RENTAL: Inks Pact Resolving Texas Taxing Authorities' Claims

ARMSTRONG WORLD: Panel Slams Confirmation Appeal in 3rd Circuit
BELLAIRE GENERAL: Trustee Hires Smith & Henault as Accountants
BMW PROSTHETICS: Voluntary Chapter 11 Case Summary
CATHOLIC CHURCH: Court Approves St. George's Bankruptcy Proposal
CATHOLIC CHURCH: Spokane Gets Okay to Refer Matters for Mediation

CATHOLIC CHURCH: Spokane Claimants Rep. Wants to Hire Bush Strout
CHAPCO CARTON:  Trustee Brings In Quarles as Litigation Counsel
CHAPCO CARTON: Trustee Taps Novare as Preference Claims Counsel
CLEAN HARBORS: Moody's Affirms $90 Million Facility's B2 Rating
CLEANTEC SUPPORT: Hires Richard Feinsilver as Bankruptcy Counsel

COLLINS & AIKMAN: Creditors Panel Hires Butzel Long as Co-Counsel
COLLINS & AIKMAN: Court Approves Screening Wall Procedures
COLLINS & AIKMAN: Creditor Asks to Settle Breach Of Contract Claim
CORNERSTONE PRODUCTS: Case Summary & 20 Largest Creditors
COUNTRYWIDE HOME: Moody's Reviews Class B2 Cert.'s Ba3 Rating

CROMPTON CORP: Moody's Ups $375MM Sr. Unsec. Notes Rating to Ba1
DECISIONONE CORP: Court Enters Final Decree Closing Ch. 11 Case
DOCTORS HOSPITAL: Panel Wants FTI Consulting as Financial Advisor
ELITE PHARMACEUTICALS: Auditors Express Going Concern Doubt
ENRON CORP: Wants Court to Enforce GE Power Sale Agreement

ENRON CORP: Federal Insurance Holds $16.4M Allowed Unsec. Claims
ENRON CORP: Cisco Holds Allowed $12 Million Unsecured Claim
EXIDE TECH: Sets Up $58.5 Mil. Environmental Remediation Reserve
FACTORY 2-U: Trustee Hires Bifferato Gentilotti as Special Counsel
FIRST CONSUMERS: Moody's Reviews $36 Million Notes' Junk Rating

GE-RAY FABRICS: Committee Taps BDO Seidman as Financial Advisor
GITTO GLOBAL: LaSalle Business Wants to Foreclose on Collateral
GOLDSTAR EMERGENCY: Taps Weycer Kaplan as Bankruptcy Counsel
GOLDSTAR EMS: U.S. Trustee Picks 3-Member Creditors Committee
GOLDSTAR EMS: Court Approves Diamond McCarthy as Panel's Counsel

GOLDSTAR EMS: Arthur & Chen are Panel & Wachovia's Auditors
GREAT LAKES: Moody's Pares $400MM Sr. Unsec. Notes' Rating to Ba1
GREEN TREE: Moody's Reviews Class A Cert.'s Rating & May Downgrade
GREYHOUND LINES: To Redeem 8.5% Convertible Debentures Due 2007
HAWAIIAN HOLDINGS: Shareholders Meet Tomorrow in Honolulu

HAYES LEMMERZ: Three Officers Sell 7,732 Shares of Common Stock
HEALTHESSENTIALS SOLUTIONS: Has Until Oct. 31 to File Ch. 11 Plan
HEALTHESSENTIALS: Taps Practical Healthcare as Coding Auditor
INTERSTATE BAKERIES: 333 Creditors Sell $22.2 Million of Claims
INTERSTATE BAKERIES: Gets Court OK to Employ ARMC as Risk Advisors

INTERSTATE BAKERIES: Can Walk Away From Elisie Scott Realty Lease
IPC ACQUISITION: Moody's Rates Proposed $150 Million Loan at B3
JERNBERG INDUSTRIES: Taps Donnelly Penman as Investment Bankers
JERNBERG INDUSTRIES: Look for Bankruptcy Schedules on Aug. 3
KAISER ALUMINUM: Liquidation Analysis Under Chapter 11 Plan

KAISER ALUMINUM: Financial Projections Underpinning Reorg. Plan
LAIDLAW INT'L: 96.97% of 10.75% Senior Notes Tendered & Paid Off
LAIDLAW INT'L: Subsidiary to Redeem Convertible Notes on July 21
LANTIS EYEWEAR: Files Second Amended Liquidating Plan
LEHMAN ABS: Moody's Reviews Class B-2 Certificates' Junk Rating

MBNA CORP: Moody's Reviews Pref. Stock's Ba1 Rating & May Upgrade
MEGO FINANCIAL: Ch. 11 Trustee Hires Sperling to Sue Old Board
MEGO FINANCIAL: Trustee Taps Berman & Norton to Sue Ex-Officers
MEGO FINANCIAL: Trustee Employs Shaw Gussis to Recover Transfers
MERIDIAN AUTOMOTIVE: Panel Hires Ashby & Geddes as Local Counsel

MERIDIAN AUTOMOTIVE: Asks Court to Approve General Motors Accord
MILACRON INC: Lenders Waive Second Quarter EBITDA Covenant Breach
MIRANT CORP: Disclosure Statement Hearing to Resume on July 13
MIRANT CORP: Can't Recover $5MM of Overpayments from Kern River
NEXEN INC: Sells Canadian Oil and Gas Properties for $946 Million

NRG ENERGY: Issues 12,000 Shares of Deferred Stock to Directors
PASADENA GATEWAY: Court Approves Disclosure Statement
PEGASUS SATELLITE: Trust Pays $218 Million in Initial Distribution
PERKINS FAMILY: Moody's Withdraws $130 Million Notes' B1 Rating
S.K. NEW YORK: Wants to Retain Forchelli Curto as Bankr. Counsel

SAINT VINCENTS: Files Chapter 11 Protection in S.D. New York
SAINT VINCENTS: Case Summary & 30 Largest Unsecured Creditors
SECOND CHANCE: DoJ Files Lawsuit Over Defective Body Armor
SOUTHWEST RECREATIONAL: Trustee Wants Applied Landscape to Pay
SOUTHWEST RECREATIONAL: Gets Okay to Retain Braver as Accountant

STANLEY HOLT: Case Summary & 20 Largest Unsecured Creditors
TOM'S OF TEXAS: Voluntary Chapter 11 Case Summary
UAL CORP: To Dump Problematic Baggage System at Denver Airport
UAL CORP: Wants to Walk Away from Two Real Property Leases
US AIRWAYS: Overview & Summary of Ch. 11 Plan of Reorganization

US AIRWAYS: Court OKs Retention Program for Non-Officer Management
USG CORP: Equity Committee Members Can Continue Securities Trading
W.R. GRACE: Gets Court OK to Contribute $6.5M to Lake Charles Plan
WATTSHEALTH FOUNDATION: Taps Stutman Triester as Bankr. Counsel
WATTSHEALTH FOUNDATION: U.S. Trustee Picks 9-Member Panel

WESTCOM CORP: Moody's Rates Proposed $120 Million Debt at B1
WINN-DIXIE: Selling Nine N.C. Supermarkets to Ruddick for $16.75M
WINN-DIXIE: Panel Gets Court OK to Hire Akerman as Local Counsel
WINN-DIXIE: Gets Court Approval to Hire DJM & Food Partners
WORLDCOM INC: Ebbers to Pay Up to $40-Mil. Class Action Settlement

ZEPHION NETWORKS: Chapter 7 Trustee Wants Mihlstin as Accountant

* Upcoming Meetings, Conferences and Seminars


                          *********

AAIPHARMA INC: Competing Bids for Assets Are Due Today
------------------------------------------------------
On June 9, 2005, the U.S. Bankruptcy Court for the District of
Delaware approved aaiPharma Inc. and its debtor-affiliates'
bidding procedures in connection with the sale of substantially
all of the Debtors' pharmaceutical assets.

Pursuant to an Asset Purchase Agreement dated May 6, 2005,
Xanodyne Pharmaceuticals, Inc., has agreed to pay $170 million for
the Assets.

Competing bids must be submitted today, July 6, 2005, by 3:00
p.m., and must be delivered to these Bid Recipients:

   (a) Fried, Frank, Harris, Shriver & Jacobson LLP
       One New York Plaza
       New York, NY 10004
       Attn: Gary Kaplan, Esq.

   (b) Rothschild Inc.
       1251 Avenue of the Americas
       New York, NY 10020
       Attn: Jared Dermont, Esq.

   (c) FTI Palladium Partners
       3 Times Square, 11th Floor
       New York, NY 10036
       Attn: George Rayburn

   (d) aaiPharma Inc.
       2320 Scientific Park Drive
       Wilmington, NC 28405
       Attn: Ludo Reynders, Ph.D.
             Matthew E. Czajkowski

   (e) Weil, Gotshal & Manges LLP
       767 Fifth Avenue
       New York, NY 10153
       Attn: Lori R, Fife, Esq.
             Shai Y. Waisman, Esq.

   (f) Xanodyne Pharmaceuticals, Inc.
       7300 Turfway Road, Suite 300
       Florence, KY 41042
       Attn: William Nuerge, Esq.

   (g) Schulte Roth & Zabel LLP
       919 Third Avenue
       New York, NY 10022
       Attn: Andrew R. Gottesman, Esq.

   (h) Reed Smith LLP
       1201 Market Street, Suite 1500
       Wilmington, DE 19801
       Attn: Kurt F. Gwynne, Esq.

   (i) Milbank, Tweed, Hadley & McCloy LLP
       One Chase Manhattan Plaza
       New York, NY 10005
       Attn: Susheel Kirpalani, Esq.

Any competing buyer must:

   (a) deliver to the Debtors

       1. an executed confidentiality agreement in form and
          substance satisfactory to the Debtors, and

       2. a non-binding expression of interest reasonably
          acceptable to Rothschild Inc. and the Debtors, and

   (b) be deemed by Rothschild to be able to consummate their
       proposed transaction if selected as the Successful Bidder
       within a time frame acceptable to the Debtors.

A Qualified Bidder must provide:

   (a) value of not less than $2 million above the value provided
       by Xanodyne for the Pharmaceutical Assets after taking into
       account the $7.75 million break-up fee and expense
       reimbursement payable to Xanodyne in the event its bid is
       upset,

   (b) cash proceeds to the Debtors of not less than $170 million,

   (c) copy of the Asset Purchase Agreement signed by an
       authorized representative of the Qualified Bidder marked to
       reflect the bidder's modifications of the Agreement,

   (d) a bid that is not subject to any due diligence, board or
       other approval, or financing contingency,

   (e) a bid that is accompanied by a deposit of $7.75 million in
       immediately available funds,

   (f) is likely to be consummated, if selected as the
       Successful Bidder,

   (g) is irrevocable until the earlier of:

       1. 10 days after the Bankruptcy Court approves the
          Successful Bid, and

       2. the closing date of the sale,

   (h) is otherwise at least as favorable as Xanodyne's bid.

The Debtors will conduct an auction if they receive at least one
Qualified Bid that is higher and better than the Xanodyne
Agreement.  The Auction will take place on July 11, 2005, at 10:00
a.m. at the offices of Fried, Frank, Harris, Shriver & Jacobson
LLP in New York.

Any objection to the Sale must be submitted not later than 5:00
p.m. on July 11, 2005, and the objection must:

   (a) be in writing;

   (b) comply with Bankruptcy Rules and the Local Rules of
       Bankruptcy Practice and Procedure of the Bankruptcy Court;

   (c) be filed with the Clerk of the Court, U.S. Bankruptcy Court
       for the District of Delaware, located at 824 Market Street,
       3rd Floor, in Wilmington, Delaware, and copies must be
       sent to:

       1. each of the Bid Recipients;

       2. Richards, Layton & Finger, P.A.
          One Rodney Square
          P.O. Box 551
          Wilmington, DE 19899
          Attn: Mark D. Collins, Esq.
                Rebecca L. Booth, Esq.

       3. The Office of the United States Trustee
          District of Delaware
          J. Caleb Boggs Federal Building
          844 King Street, Suite 2207
          Wilmington, DE 19801
          Attn: William K. Harrington, Esq.

The Court has scheduled a Final Sale Hearing on July 18, 2005.

Headquartered in Wilmington, North Carolina, aaiPharma Inc. --
http://aaipharma.com/-- provides product development services to
the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.
The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. Del. Case Nos. 05-11341 to
05-11350).  Karen McKinley, Esq. and Mark D. Collins, Esq. at
Richards, Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L.
Kaplan, Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and
the firm of Robinson, Bradshaw & Hinson, P.A., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, the reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


AIR ENTERPRISES: Brings-In Guy Lammert as Bankruptcy Counsel
------------------------------------------------------------
Air Enterprises, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Ohio, Eastern Division at Akron, for
permission to employ Guy, Lammert & Towne as its counsel during
its chapter 11 case.

Guy Lammert is expected to:

   a) give the Debtor legal advice with respect to its powers and
      duties as debtor-in-possession in the continued operation
      of its business and the management of its property and
      financial affairs;

   b) resolve existing problems concerning adequate protection
      and use of cash collateral of secured creditors, resolve
      claims and rights of creditors against property of the
      estate, and other problems in relation to the claims of
      creditors;

   c) prepare on behalf of Debtor, necessary applications,
      answers, orders, reports and other legal papers; and

   d) perform all other legal services for Debtor which may be
      necessary, including consultation with the Official
      Committee of Unsecured Creditors in formulating a plan of
      reorganization and the ultimate resolution of the financial
      difficulties of the Debtor.

John J. Guy, Esq., will be the lead attorney in the Debtor's case.
Mr. Guy will bill the Debtor for his professional services an
hourly rate of $225.

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

Headquartered in Akron, Ohio, Air Enterprises, Inc. --
http://www.airenterprises.com/-- is the global leader in
designing, engineering, manufacturing and supporting custom air
handling systems.  The company filed for chapter 11 protection on
April 27, 2005 (Bankr. N.D. Ohio Case No. 05-52467).  When the
Debtor filed for protection from its creditors, it estimated
$1 million to $10 million of debts.  The Debtor did not disclose
its assets.


AIR ENT'S: Hires American Express as Business & Fin'l Consultant
----------------------------------------------------------------
Air Enterprises, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Ohio, Eastern Division at Akron, for
permission to retain the American Express Tax and Business
Services Inc. as its business and financial advisors.

The Debtor discloses that American Express did prepetition work
for the company in an effort to restructure its financial affairs.

During the Debtor's chapter 11 case, American Express will:

   a) review of the Debtor's operations including formulation of
      cash flow budgets and cash flow planning;

   b) evaluate the operations of the Debtor and make
      recommendations to increase operating efficiencies;

   c) assist the Debtor in a possible sale of its assets; and

   d) perform other services for the Debtor that may be needed
      during the course of its reorganization proceeding.

T. Steven Blake at American Express will be the lead consultant
for the Debtor's financial restructuring.  Mr. Blake's current
hourly rate is $299.  Mr. Blake disclosed that American Express
received a $25,000 retainer.  Dorothy Gaffney, the Debtor's sole
shareholder, paid the retainer.

The Firm's professionals' current hourly billing rates are:

         Designation                Rate
         -----------                ----
         Manager                 $150 - $190
         Senior Consultant       $130 - $175
         Staff Consultants       $100 - $125

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

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.


AIR ENTERPRISES: Selling Assets to Resilience Capital for $2.75M
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division at Akron, gave Air Enterprises, Inc., permission
to enter into an agreement to sell substantially all of the
Debtor's asset to Air Enterprises Acquisition, LLC, an assignee of
Resilience Capital Partners, LLC, for $2.75 million, subject to
higher and better offers.

The Court gave other interested parties until July 12, 2005, to
submit qualified bids.   If the Debtor receives any competing
bids, it will hold an auction on July 13, 2005, at 10:00 a.m. at
the offices of Buckingham, Doolittle & Burroughs, LLP.  A hearing
to approve the sale of the assets to the winning bidder is
scheduled for July 14, 2005.

If a competing bidder wins the auction, the Debtor will pay
Resilience Capital a $50,000 break up fee.

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.


ANC RENTAL: Inks Pact Resolving Texas Taxing Authorities' Claims
----------------------------------------------------------------
Certain taxing authorities located in Harris County, Texas, filed
various proofs of claim against ANR Rental Corporation and its
debtor-affiliates for alleged unpaid and owing ad valorem taxes,
plus postpetition interest.

The Debtors objected to the Taxing Authorities' claims.

The Debtors also challenged various claims of the Harris County
Taxing Authorities in the adversary proceeding entitled ANC
Corporation v. County of Harris, et al.  At the Defendants'
request, the Court dismissed the proceeding.  Thereafter, the
Debtors perfected a timely appeal.

The parties want to resolve their dispute.  Accordingly, in a
Court-approved stipulation, the Debtors and Harris County Taxing
Authorities agree that:

    (a) Claim No. 8921 filed by Harris County for $236,332, and on
        the behalf of Houston City for $220,492, will be allowed
        and paid for $295,414 to Harris County and $275,616 to
        Houston City;

    (b) Claim No. 10301 filed by Harris County for $191,569, and
        on behalf of Houston City for $177,223, will be allowed
        and paid for $239,461 to Harris County and $221,529 to
        Houston City;

    (c) Claim No. 8928 filed by the Houston Independent School
        District for $141,424 will be allowed for $176,780;

    (d) Claim No. 8925 filed by the Katy Independent School
        District for $97,530 will be allowed for $103,101;

    (e) Any and all other claims filed by any of the Harris County
        Taxing Authorities will be expunged and, in consideration
        for the allowed amount, are deemed withdrawn by the
        claimants.  The Debtors' objections to the claims are also
        deemed withdrawn.

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


ARMSTRONG WORLD: Panel Slams Confirmation Appeal in 3rd Circuit
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Armstrong World Industries, Inc., and its
debtor-affiliates delivered to the United States Court of Appeals
for the Third Circuit an appellate brief in response to Armstrong
World Industries, Inc.'s Brief supporting its Third Circuit
Appeal.

Jeffrey R. Waxman, Esq., at Cozen O'Connor, in Wilmington,
Delaware, insists that AWI's Appeal should be dismissed as
interlocutory.  Specifically, Mr. Waxman asserts that the order
denying the confirmation of AWI's Fourth Amended Plan of
Reorganization is not a final order or judgment subject to appeal
under 28 U.S.C. Section 158(d) or Section 1291.  Nor is the Order
an interlocutory order refusing an injunction and subject to
appeal under 28 U.S.C. Section 1292(a)(1).

Mr. Waxman puts two questions before Third Circuit if the
appellate court want to consider the Appeal's merits:

   (1) Whether the District Court erred, as a matter of law, in
       concluding that Section 1129(b)(2)(B)(ii) of the Bankruptcy
       Code prohibits confirmation of AWI's Plan, where AWI's
       equity holder will receive or retain property under the
       Plan "because of" its status as AWI's equity holder and an
       impaired class of unsecured creditors, Class 6, has voted
       to reject the Plan; and

   (2) Whether the District Court erred in concluding, as a matter
       of fact, that the Plan provided for the distribution of
       property to AWI's equity holder "because of" its status as
       an equity holder.

Mr. Waxman asserts that the District Court straightforwardly
applied the unambiguous language of Section 1129(b)(2)(B)(ii); the
Class 6 creditors will not be fully paid under the Plan and voted
to reject it.  The legal issue thus reduced to whether the Plan
provided the Warrants to AWI's equity holder "on account" of its
equity interest, and the District Court correctly construed those
words to mean "because of."

Mr. Waxman says AWI failed to offer the District Court any basis
whatsoever why AWI's equity holder would receive the Warrants
other than its status as AWI's sole equity holder.  The District
Court properly found that AWI's equity holder would receive the
Warrants because of its status as the equity holder.

"Never challenging the District Court's adoption of the Supreme
Court's reading of the Section 1129(b)(2)(B)(ii) as the applicable
legal standard, AWI instead faults the District Court for failing
to give weight to supposed uncodified 'exceptions' to Section
1129(b)(2)(B)(ii), as well as the statute's legislative history,"
Mr. Waxman says.

Mr. Waxman also points out that the District Court properly
analyzed the decisions based on Official Unsecured Creditors
Committee v. Stern (In re SPM Mfg. Corp.), 984 F.2d 1305 (1st Cir.
1993), as either distinguishable or wrongly decided.  Mr. Waxman
explains that the District Court concluded that Section
1129(b)(2)(B)(ii) does not absolutely prohibit creditors from
"allocating" or "giving away" their plan distributions to junior
creditors or equity holders outside of a plan.  It does plainly
prohibit agreements inside a plan if a class of creditors voting
against the plan will not be fully paid.  Nor does the argument
for an "equitable exception" to the absolute priority rule --
first proposed by AWI -- based on In re Penn Cent. Transp. Co.,
596 F.2d 1127 (3d Cir. 1979), have any bearing on the construction
of Section 1129(b)(2)(B)(ii).

Mr. Waxman further argues that the District Court "correctly"
ruled that the Congress considered and expressly rejected an
exception to Section 1129(b)(2)(B)(ii) that would have permitted
"give up" deals between creditors and equity holders that allow
those holders to obtain property through a plan where a dissenting
class of unsecured creditors did not receive full payment.

With AWI's reliance on SPM and its progeny discredited, Mr. Waxman
relates that AWI, for the first time, currently maintains that the
asbestos-related personal injury claimants in Class 7 "agreed" to
allocate the Warrants to AWI's equity holder to "settle" the
equity holder's "claims" against AWI, which "claims" resulted from
various relationships and transactions arising out of Armstrong
Holdings' establishment in 2001 as a holding company for AWI and
their subsequent joint operation.

AWI estimates the value of the Warrants as ranging between
$35 million and $40 million.  According to AWI, the "settlement"
required it to ensure its shareholder a 300% to 333% recovery on
its claim.

"Some settlement!" Mr. Waxman exclaims.

Mr. Waxman says AWI never raised this argument in the Bankruptcy
Court and District Court nor offered those courts any evidence
whatsoever to support its assertions regarding the Class 7
creditors' motives and that the delivery of the Warrants
"constituted" a settlement payment.

The Committee has been told that the Class 7 Claimants decided to
fund AWI's "settlement," because they believed that AWI could not
emerge from Chapter 11 and pay unsecured creditors unless and
until the equity holder's "claims" are resolved.

The Committee believes that AWI's new "settlement" argument has no
merit in any event.

Mr. Waxman also notes that courts routinely confirm Chapter 11
plans with disputed administrative expense claims at the time of
confirmation; AWI's equity holder's claims -- $12 million at most
-- hardly posed an obstacle to AWI's emergence.

Little need be said in response to AWI's argument that the
Committee either waived or should be estopped from objecting to
the Plan, Mr. Waxman argues.  The District Court saw the
Committee's decision to object to the Plan as a legitimate and
appropriate exercise of its fiduciary duties to its constituency
based on the Committee's belief that circumstances had changed.
Even if the Committee had never objected to the Plan, Mr. Waxman
points out that Class 6's vote rejecting the Plan still imposed an
independent obligation on the District Court to assess the Plan's
compliance with Section 1129(b)(2)(B)(ii).

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue No. 78; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


BELLAIRE GENERAL: Trustee Hires Smith & Henault as Accountants
--------------------------------------------------------------
Ben B. Floyd, the chapter 11 trustee in charge of Bellaire General
Hospital, L.P.'s bankruptcy proceedings, obtained permission from
the U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, to employ James P. Smith and the accounting firm
of Smith & Henault, P.C., as his accountants.

Smith & Henault will perform various financial and professional
services for the Trustee, such as:

     a) preparing necessary federal income, payroll sales,
        franchise and excise tax returns and reports of the
        bankruptcy estate;

     b) providing evaluations and advice to the Trustee on tax
        matters, including the evaluation of the tax effects of
        the sale or foreclosure of assets of the estate;

     c) analyzing the Debtor's books and record and financial
        transactions regarding possible fraudulent, post-petition
        and preferential transfers to which the estate may be
        entitled to a recovery;

     d) analyzing the books and records and financial transactions
        of entities and individuals to which the Debtor is
        related, may be related or may have been related at some
        prior date to determine the value of any assets and the
        existence of possible fraudulent transfers to which the
        estate may be entitled to a recovery.

     e) locating, obtaining, inventorying and preserving the
        accounting, business and computer records of the Debtor
        for use in the Trustee's administration of the estate;

     f) assisting the Trustee as an accountant or expert witness
        in litigation of the estate, assist in examinations and
        discovery under Federal Rules of Procedure 2004 and the
        Federal Rules of Civil Procedure and preparing any
        required expert reports related to litigation matters.

The current hourly billing rates of Smith & Henault's
professionals are:

        Professional         Hourly Rate
        ------------         -----------
        Shareholders         $175 - $225
        Managers                     170
        Staff Consultants      85 -  125
        Paraprofessionals      60 -   75

To the best of the Trustee's knowledge, Smith & Henault holds no
interest adverse to the Debtor or the Debtor's estate.

                   About Smith & Henault

Smith & Henault, formed in 1990, is a nationally recognized leader
in providing innovative bankruptcy and litigation services to
Bankruptcy Trustees and their legal counsel across the country.
The Firm provides a range of accounting, tax and consulting
services to assist professionals in responding to the unique
situations that arise in the bankruptcy and distressed company
environment.

James P. Smith, M. T., CPA, Smith & Henault's president, has 17
years of public accounting experience. Mr. Smith's bankruptcy
experience is supported by accounting and auditing industry
experience in commercial banking, thrift institutions,
construction, energy, manufacturing, and employee benefit plans.
He has provided planning and organizational advice to bankruptcy
estates and Trustees from across the nation in order to achieve
the optimum tax results.

               About Bellaire General Hospital

Headquartered in Houston, Texas, Bellaire General Hospital, L.P.
-- http://www.bellairemedicalcenter.com/-- operates a hospital.
The Company filed for chapter 11 protection on January 3, 2005
(Bankr. S.D. Tex. Case No. 05-30089).  Daniel F. Patchin, Esq., at
McClain, Leppert & Maney, P.C. represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.  The
Court converted the Debtor's chapter 11 case to a chapter 7
liquidation proceeding on April 29, 2005.  The hospital's secured
creditors -- Columbia Hospital of Houston and GE Credit Corp. --
decided to foreclose on the hospital's property after efforts to
auction off the assets failed.


BMW PROSTHETICS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: BMW Prosthetics & Orthotics, LLC
        1221 North West Street
        Jackson, Mississippi 39202

Bankruptcy Case No.: 05-03488

Type of Business: The Debtor sells hospital equipments & supplies.

Chapter 11 Petition Date: July 5, 2005

Court: Southern District of Mississippi (Jackson)

Judge: Edward Ellington

Debtor's Counsel: Herbert J. Irvin, Esq.
                  P.O. Box 1869
                  Jackson, Mississippi 39215
                  Tel: (601) 624-8110

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.


CATHOLIC CHURCH: Court Approves St. George's Bankruptcy Proposal
----------------------------------------------------------------
The Supreme Court of Newfoundland and Labrador approved the
proposal that the Roman Catholic Episcopal Corporation of St.
George's presented to its creditors on May 25, 2005.  The
proposal, which was overwhelmingly approved by a vote of
creditors, required court approval pursuant to the Bankruptcy and
Insolvency Act.  It is now up to the Corporation to fulfill its
financial commitment under the terms of the proposal.

On March 8, 2005, the Corporation filed a Notice of Intention that
effected a "stay of proceedings" in civil actions against the
Corporation including those launched since 1991 on behalf of
victims of sexual abuse.  The stay of proceedings gave the
Corporation time to evaluate its assets and to prepare the
proposal to creditors.  Yesterday's decision by the court
authorizes the Corporation to discharge its financial commitment
to its creditors, which is in excess of $13 million, within the
30-month payment schedule as spelled out in the proposal.

"It's up to us to keep our commitment," said the Most Rev. Douglas
Crosby, Bishop of St. George's Diocese.  "The Court's decision
affirms our belief that the proposal was fair and just and we will
discharge our financial and legal obligations.  But more
importantly, today marks the beginning of the end of a long and
painful episode for the victims of sexual abuse and for the
priests and people of St. George's.  Now we can focus on healing
one another."

The Bishop met with parishioners and priests across the diocese
over the past several weeks to talk about the practical reality of
the financial commitment.  Certain parishes and missions will be
closed and many properties will be sold, including churches.  Over
the coming weeks the diocese will be looking for additional ways
and means to raise the funds required to meet its financial
commitment under the terms of the proposal while sustaining its
ability to continue its pastoral ministry.

The Diocese of St. George's -- http://www.rcchurch.com/--  
established in 1904, is located in Western Newfoundland.  It
serves a Catholic population of 32,060 found in 20 parishes under
the pastoral care of 18 priests.  St. George's is one of four
Catholic dioceses in the province.  The Diocesan Centre is located
in Corner Brook.


CATHOLIC CHURCH: Spokane Gets Okay to Refer Matters for Mediation
-----------------------------------------------------------------
The Diocese of Spokane asks the U.S. Bankruptcy Court for the
Eastern District of Washington to allow the Diocese, the creditors
and other interested parties to refer matters to a mediator, upon
the voluntary agreement of the parties, without further notice,
hearing or Court order.

Shaun M. Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller,
LLP, in Spokane, Washington, tells Judge Williams that the parties
will file an agreed ex parte order referring specific matters to a
voluntary mediation program.  If appropriate, the ex parte order
may be filed under seal pursuant to Rule 9018 of the Federal Rules
of Bankruptcy Procedure and Rule 9018-1 of the Local Bankruptcy
Rules.

According to Mr. Cross, the matters to be mediated include
contested matters in the Chapter 11 case and issues raised in the
associated adversary proceedings.  Any mediation will be conducted
in accordance with the Voluntary Mediation Program Procedural
Requirements, except as modified by a Court order.

The Diocese proposes to refer matters to mediation before the
Honorable Gregg Zive, Chief U.S. Bankruptcy Judge for the District
of Nevada, upon approval of the Circuit or other judicial
administrative procedure that may be appropriate for the referral
to an out-of-district bankruptcy court judge as the Court may
appoint.

Any mediation will proceed on a pro bono basis.  The Mediator,
with the input of the parties, will control moving the matter
forward.

The parties reserve the right to further supplement or modify the
Procedural Requirements by agreement of the parties.  This
supplementation or modification of the Procedural Requirements may
be included within the ex parte order referring the matter to the
Voluntary Mediation Program.

                          *     *     *

Judge Williams approves the Spokane Diocese's request.  Judge
Williams clarifies that nothing will preclude the parties in the
case from seeking the assistance of any other mediator that is
acceptable to the parties.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Claimants Rep. Wants to Hire Bush Strout
-----------------------------------------------------------------
Gayle E. Bush, the Future Claimants Representative appointed in
the Diocese of Spokane's Chapter 11 case, needs the assistance of
a special counsel to investigate and assess the claims of the
Unknown Tort Claimants, and to represent their interests before
the U.S. Bankruptcy Court for the Eastern District of Washington.

Mr. Bush, a founding partner of Bush Strout & Kornfeld, believes
that the firm has considerable experience in these matters and is
well qualified to represent him.  Mr. Bush is familiar with the
firm's partners and employees and has determined that it will be
most efficient for him to obtain legal services on bankruptcy
matters from the firm.

Accordingly, Mr. Bush seeks the Court's authority to retain Bush
Strout as his special counsel.  Bush Strout will advice and
represent Mr. Bush throughout the pendency of the Chapter 11 case.

Bush Strout will be retained going forward on a general retainer
basis, with payment to be made on an interim basis at the regular
hourly rates that the firm customarily charges.

Mr. Bush assures Judge Williams that Bush Strout does not hold or
represent any interest adverse to the Diocese, and is
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.

Mr. Bush discloses that one of the firm's partner, Jay Kornfeld,
was contacted by the initial creditors committee, and Messrs.
Kornfeld and Bush traveled to Spokane to interview for the
position of counsel for the committee.  The committee, however,
has selected Riddell Williams.  Mr. Bush assures that the firm did
not receive any client confidences in the course of that
interview.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHAPCO CARTON:  Trustee Brings In Quarles as Litigation Counsel
---------------------------------------------------------------
Deborah K. Ebner, Esq., the chapter 7 trustee overseeing the
liquidation of Chapco Carton Company, asks the U.S. Bankruptcy
Court for the Northern District of Illinois, Eastern Division, to
approve her retention and the retention of Connie J. Lambert,
Esq., at the Law Office of Deborah K. Ebner, as the estate's
general counsel.

Ms. Ebner also asks the Court to approve the employment of
Quarles & Brady LLP as the estate's special litigation counsel.

The Trustee expects Quarles & Brady to:

   a) investigate and analyze targets for avoidance actions,
      including preference and fraudulent conveyance actions,
      evaluate and pursue objections to fee applications and,
      if necessary, requests for disgorgement;

   b) prepare, file and serve summons and complaints to recover
      avoidable transfers; and

   c) analyze and research asserted defenses and settlement
      negotiations.

According to the Trustee, Ms. Lambert will perform general legal
services for the estate and, if necessary, pursue litigation in
matters where Quarles has a conflict of interest.

Ms. Ebner tells the Court that the participation of her Firm will
greatly benefit the estate because her Firm charges less than
Quarles & Brady.

Faye B. Feinstein, Esq., a partner at Quarles & Brady, will be the
primary attorney to represent the Trustee.  Ms. Feinstein was past
president of the Turnaround Management Association, Chicago
chapter, former president of the Chicago Bar Association's
Committee on Bankruptcy and Reorganization.  One of Ms.
Feinstein's books is the Colliers Bankruptcy Practice Guide.  Ms.
Feinstein currently bills $425 per hour for her professional
services.

The present hourly rates of professionals at Quarles & Brady are:

          Designation                   Rate
          -----------                   ----
          Partners                   $345 - $375
          Associates                    $235
          Legal Assistants           $ 85 - $195

The Trustee's rate for her legal services is $300 per hour and Ms.
Lambert will bill at an hourly rate of $230.

The Trustee assures the Court that her Firm and Quarles and Brady
are "disinterested persons" as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Bolingbrook, Illinois, Chapco Carton Company
-- http://www.chapcocarton.com/-- manufactures, sells and
distributes folding cartons used for retail packaging in food,
candy, office supplies and automotive parts industries. The
Company filed for chapter 11 protection on July 13, 2004 (Bankr.
N.D. Ill. Case No. 04-26000).  The Honorable Bruce W. Black
converted the case into a chapter 7 liquidation on Mar. 24, 2005.
Deborah K. Ebner, Esq., was appointed chapter 7 Trustee.  Chad H.
Gettleman, Esq., at Adelman Gettleman & Merens, represents the
Company.  When the Debtor filed for protection from its creditors,
it listed $15,232,256 in assets and $19,220,379 in
liabilities.


CHAPCO CARTON: Trustee Taps Novare as Preference Claims Counsel
---------------------------------------------------------------
Deborah Ebner, the chapter 7 trustee overseeing the liquidation of
Chapco Carton Company, asks the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, for authority to
employ Novare, Inc., to pursue the estate's preferential
transfers.

According to the Trustee, Chapco paid approximately $4.8 million
to 136 vendors and service providers within 90 days before the
filing of the bankruptcy case.  These transfers, the Trustee
contends, are potential preferential claims avoidable under
Sections 547 and 550 of the Bankruptcy Code.

Novare is expected to:

    a) verify the addresses of preference transferees;

    b) establish and staff a preference hotline to answer
       questions from preference transferees;

    c) prepare and mail demand letters and make follow up
       telephone calls to preference transferees;

    d) maintain files and detailed logs recording all oral and
       written communications between Novare and the preference
       transferees;

    e) at the direction of the Trustee and within the parameters
       set by the Trustee, prepare settlement agreements and
       negotiate and settle preference transfer claims; and

    f) prepare weekly status reports that detail the status of
       all open and settled preference transfers.

Jack B. Fishman, Esq., president of Novare, will lead the
engagement in Chapco's case.  Mr. Fishman currently serves as the
Trustee pursuing preference actions on behalf of the GenTek
Preference Claims Litigation Trust.  He is also the Liquidating
Trustee for SSA Liquidating Trust, the successor-in-interest to
System Software Associates, Inc.

Novare will not bill the Debtor for its services on an hourly
basis.  Instead, the Debtor will pay the Firm a 22.5% Contingency
Fee of any recovered preference transfer.

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

Headquartered in Bolingbrook, Illinois, Chapco Carton Company
-- http://www.chapcocarton.com/-- manufactures, sells and
distributes folding cartons used for retail packaging in food,
candy, office supplies and automotive parts industries. The
Company filed for chapter 11 protection on July 13, 2004 (Bankr.
N.D. Ill. Case No. 04-26000).  The Honorable Bruce W. Black
converted the case into a chapter 7 liquidation on Mar. 24, 2005.
Chad H. Gettleman, Esq., at Adelman Gettleman & Merens, represents
the Company.  When the Debtor filed for protection from its
creditors, it listed $15,232,256 in assets and $19,220,379 in
liabilities.


CLEAN HARBORS: Moody's Affirms $90 Million Facility's B2 Rating
---------------------------------------------------------------
Moody's Investors Service changed the ratings to positive from
stable for Clean Harbors, Inc. and affirmed existing ratings.  The
change in the outlook to positive acknowledges improvement in the
company's credit statistics since Moody's prior press release in
June 2004, notably the enhanced profitability as measured by EBIT
margin and return on assets.

The positive ratings outlook reflects the expectation of further
organic improvement in Clean Harbors' financial profile, which is
likely to be driven by ongoing improvements in asset utilization
through:

   * price and bolstered management (specifically landfills);
   * focused rebuilding of its fleet;
   * continued operating cost reductions; and
   * increased penetration of existing customer relationships.

Moody's affirmed Clean Harbors' ratings as:

   * $30 million revolver, maturing in 2009, B1

   * $90 million secured letters of credit facility, maturing
     in 2009, B2

   * $150 million 11.25% guaranteed second lien senior notes,
     due 2012, B3

   * B2 Corporate Family Rating

The ratings outlook is positive.

Despite the positive momentum Clean Harbors is experiencing as it
benefits from the outsourcing trends in the hazardous waste
industry, its leading market position, scale and revenue
diversification, the ratings remain constrained by the modest
level of free cash flow relative to funded debt adjusted to
include off balance sheet obligations plus approximately
$170 million of environmental liabilities.  The latter is related
to the closure and remediation obligations assumed with the
purchase of the Chemical Services Division of Safety-Kleen in 2002
for approximately $36 million.

The affirmation of the ratings reflect cash flow leverage in the
low single digits as well as the risks associated with Clean
Harbors' appetite for acquisitions.  The positive ratings outlook
expresses the expectation of good liquidity throughout the near
term as cash generated by operations should be sufficient to fund
working capital and non-extraordinary capital expenditures.

Minimal advances are anticipated under the $30 million revolver.
Liquidity also benefits from the company having a dedicated letter
of credit facility of $90 million, which is heavily utilized.  The
quality of earnings should remain solid, and growth in free cash
flow is expected over the near term, despite the likelihood of
relatively significant capital expenditures in the $30 million
range.

The ratings could be upgraded should Clean Harbors improve the
ratio of free cash flow to adjusted debt sustainably to the high
single digits or better, coupled with continued measurable gains
in EBIT margin and return on assets exceeding 9% and 10%,
respectively.  The positive ratings outlook is sensitive to debt
financed acquisitions and any material or sustained use of cash
outside of current expectations (specifically, sizable working
capital requirements or increased capital spending).

Headquartered in Braintree, Massachussetts, Clean Harbors, Inc. is
a leading North American provider of environmental and hazardous
waste management services.  The company's infrastructure consists
of approximately 48 waste management facilities, including:

   * nine landfills,
   * five incineration locations, and
   * seven wastewater treatment centers.

The company provides essential services to more than 45,000
customers.  Revenue for the trailing twelve months ended March 31,
2005 was approximately $665 million.


CLEANTEC SUPPORT: Hires Richard Feinsilver as Bankruptcy Counsel
----------------------------------------------------------------
Cleantec Support Services Group, Inc., obtained permission from
the U.S. Bankruptcy Court for Eastern District of New York in
Central Islip, to employ Richard S. Feinsilver, Esq., and the Law
Firm of Richard S. Feinsilver as its chapter 11 counsel.

Mr. Feinsilver, a graduate of St. Johns University and New York
Law School, has been engaged in private practice since 1988.
Prior to entering private practice, he was employed in the
financial services industry for over 10 years in various
capacities focusing in the areas of consumer credit and real
estate financing.

Mr. Feinsilver and his law firm are expected to:

    a) prepare and file the chapter 11 petition, schedules and
       statements;

    b) negotiate with creditors, as required;

    c) attend all Section 341(a) meetings with creditors and the
       United States Trustee;

    d) prepare the Plan of Reorganization, Disclosure Statement
       and all amendments, as required;

    e) attend all hearings, including hearings on status,
       disclosure statement and confirmation;

    f) review monthly financial statements - status conferences
       with client, as required); and

    g) attend all post-confirmation conferences with the United
       States Trustee and creditors, if required.

The Debtor did not disclose the amount and manner of compensation
for Mr. Feinsilver and his firm for this engagement.

To the best of the Debtor's knowledge, Mr. Feinsilver and his firm
are "disinterested persons," as that term is defined in section
101(14) of the Bankruptcy Code.

Headquartered in Freeport, New York, Cleantec Support Services
Group, Inc. -- http://www.cleantecny.com/-- is a diversified
cleaning and building maintenance service company.  The Debtor
filed for chapter 11 protection (Bankr. E.D. N.Y. (Central Islip)
Case No. 05-82466) on April 14, 2005.  When the Debtor filed for
protection from its creditors, it estimated $500,000 to $1 million
in assets and $1 to $10 million in debts.


COLLINS & AIKMAN: Creditors Panel Hires Butzel Long as Co-Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Collins & Aikman
Corporation, sought and obtained permission from the U.S.
Bankruptcy Court for the Eastern District of Michigan, to retain
Butzel Long, PC, as its local co-counsel, effective as of June 1,
2005.

The Committee wants to retain Butzel Long because of its extensive
experience in handling Chapter 11 cases, corporate restructurings
and business insolvencies, particularly those involving Tier 1
automotive suppliers.

As co-counsel, Butzel Long will:

   a. provide legal advice as local co-counsel with respect to
      the rules and practices of the Court;

   b. provide legal advice as local co-counsel with respect to
      the Committee's duties, responsibilities, and powers in the
      Debtors' Chapter 11 cases;

   c. assist as local co-counsel in the Committee's investigation
      of the acts, conduct, assets, liabilities and financial
      condition of the Debtors;

   d. assist as local co-counsel in communicating with the
      unsecured creditor body and other constituencies in these
      proceedings;

   e. prepare as local co-counsel applications, motions,
      complaints, answers, orders, stipulations, agreements, and
      other legal papers filed on the Committee's behalf;

   f. represent the Committee as local co-counsel at all Court
      hearings and other proceedings;

   g. provide legal advice and representation as local co-counsel
      with respect to the sale of assets, assumption or rejection
      of executory contracts and unexpired leases, DIP financing,
      analysis and prosecution of claims against third parties,
      approval of any disclosure statement, and negotiations and
      confirmation of any plan filed in the Debtors' Chapter 11
      cases; and

   h. perform other legal services as may be required by the
      Committee.

The Committee clarifies that Butzel Long's services will be
complimentary to, and not duplicative of, the services to be
rendered by the Committee's lead co-counsel, Akin Gump Strauss
Hauer & Feld LLP.

Butzel Long will be compensated pursuant to these current hourly
rates:

         Shareholders              $235 - $500
         Senior Attorneys          $195 - $500
         Associates                $165 - $275
         Of Counsel                $260 - $500
         Paraprofessionals         $110 - $165

The attorneys expected to have primary responsibility for
providing services to the Committee are:

        Thomas B. Radom (Shareholder)           $400
        Matthew E. Wilkins (Shareholder)         385
        Paula A. Osborne (Associate)             250
        James Harrington III (Associate)         225

Mr. Radom, Esq., tells Judge Rhodes that the firm does not hold
any interest adverse to the interests represented by the
Committee or the Debtors' individual creditors.  Accordingly, Mr.
Radom assures Judge Rhodes that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

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: Court Approves Screening Wall Procedures
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Collins & Aikman
Corporation, asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to find that those Committee members who are
engaged in the trading of securities or bank debt as a regular
part of business will not violate their fiduciary duties as
Committee members by trading in the Debtors' Securities, trading
Bank Debt, purchasing or selling trade debt or issuing Analysis
Reports during the pendency of the Debtors' Chapter 11 cases,
provided that the Committee Member effectively implements, and
adheres to certain information blocking policies and procedures.

James S. Harrington III, Esq., at Butzel Long, PC, in Bloomfield
Hills, Michigan, explains that the term "Screening Wall" refers
to a procedure established by an institution to isolate its
trading and analyst activities from its activities as a member of
an official committee of unsecured creditors in a Chapter 11
case.  A Screening Wall includes features like:

   -- the employment of different personnel to perform certain
      functions;

   -- the physical separation of an office and file space;

   -- procedures for locking committee-related files;

   -- separate telephone and facsimile lines for certain
      functions; and

   -- special procedures for the delivery and posting of
      telephone messages.

Mr. Harrington says the Screening Wall Procedures prevent the
Securities Trading Committee Member's trading personnel from use
or misuse of non-public information obtained by the Securities
Trading Committee Member's personnel engaged in Committee-related
activities and also precludes Committee personnel form receiving
inappropriate information regarding those Securities Trading
Committee Member's trading in Securities or Bank Debt in advance
of those trades and information to be included in Analyst
Reports.

Mr. Harrington points out that although members of the Committee
owe fiduciary duties to the creditors of these estates, the
Securities Trading Committee Members also may have fiduciary
duties to maximize returns of their clients through trading
Securities.  Thus, if a Securities Trading Committee Member is
barred form trading the Debtors' Securities, trading Bank Debt,
or purchasing or selling trade debt during the pending of the
Debtors' Chapter 11 cases because its duties to other creditors,
it may risk the loss of a beneficial investment opportunity for
itself or its clients.  Moreover, it may breach its fiduciary
duties to its clients.  On the other hand, if a Securities
Trading Committee Member resigns from the Committee, its
interests may be compromised by virtue of taking a less active
role in the reorganization process.

Securities Trading Committee Members should not be forced, Mr.
Harrington asserts, to choose between serving on the Committee
and risking the loss of beneficial investment opportunities or
foregoing service on the Committee and possibly compromising its
responsibilities by taking a less active role in the
reorganization process.

One of the Committee members, BNY Midwest Trust Company, is the
trustee under an indenture for the Debtors' 10-3/4% Senior Notes
due 2011.  BNY Midwest is represented on the Committee through an
affiliate, The Bank of New York.  The Bank of New York acts as a
Committee member through its Corporate Trust Group, Default
Section.  The BNY Corporate Trust Group does not trade in
Securities or Bank Debt and does not issue analyst reports.
Furthermore, the BNY Corporate Trust Group employees do not
engage in trading or analyst activities.  However, other
employees of BNY may trade in Securities or Bank Debt for The
Bank of New York or for others.

As applicable to The Bank of New York, the Screening Wall will
consist of a written acknowledgement that the employees of BNY
Corporate Trust Group at the Bank of New York could receive non-
public information and that the employees know of the screening
wall procedures.  Non-public Committee information will be kept
confidential and not shared with any BNY employees outside of the
BNY Corporate Trust Group.  Files of the BNY Corporate Trust
Group pertaining to non-public information received from the
Committee or the Debtors will be secured and not accessible to
The Bank of New York employees outside of the BNY Corporate Trust
Group.

The Committee has consulted with the Office of the United States
Trustee concerning the Screening Wall Procedures and the U.S.
Trustee's Office has indicated its consent.

Any Committee member that wishes to trade in the Debtors'
Securities, trade in the Bank Debt, purchase or sell trade debt
or issue Analyst Reports will file with the Court a Screening
Wall Declaration by each individual performing Committee-related
activities in the Debtors' Chapter 11 cases.  The declaration or
affidavit will state that the individual will comply with the
terms of the Screening Wall Procedures.

                          *     *     *

The Court approves the Committee's 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: Creditor Asks to Settle Breach Of Contract Claim
------------------------------------------------------------------
Johnson Controls, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to lift the automatic stay to:

   (a) arbitrate its $5.9 million claim against the Debtors
       arising from their breach of the Settlement; and

   (b) set-off its May and June 2005 payable due to the Debtors
       against the $5.9 million claim.

Johnson is a Tier 1 supplier of, among other things, medium and
heavy metal stampings, modular assemblies, weldments and systems.
Johnson's customers include General Motors, DaimlerChrysler and
nearly every other major automotive manufacturer worldwide.

During the prepetition period, the Debtors supplied Johnson with
various products, including plastic component products.  Johnson
executed several purchase orders for supply of component parts.
Johnson incorporates the Plastic Parts into dashboard instrument
and seat assemblies designed for GM.  Johnson also sells parts to
the Debtors, which the Debtors modify and sell back to Johnson
for incorporation into other products and, ultimately, sale to
Johnson's OEM customers.

During 2004, Johnson transferred the Plastic Parts business from
the Debtors to another supplier.  On March 30, 2004, Johnson and
the Debtors entered into a Settlement of Commercial Issues for
the transfer of GMX367 business.

Johnson asserts that the Debtors did not comply with the terms of
the Settlement relative to the terms of the transfer of the
Plastic Parts business.  Thus, in September 2004, Johnson
asserted its contractual right of set-off and asserted a
$5.9 million debit against the Debtors' account.  The set-off
reflected damages suffered by Johnson as a result of the Debtors'
non-compliance with the terms of the Settlement.  The Debtors
then improperly debited Johnson's account and short-paid Johnson
for product it purchased from Johnson.

In October 2004, the Debtors commenced litigation against Johnson
in the United States District Court for the Eastern District of
Michigan.  Johnson filed a counterclaim for specific performance,
claim and delivery, and injunctive relief.

Johnson and the Debtors subsequently agree to dismiss the
District Court Litigation.  Johnson would pay certain past due
amounts to the Debtors and will be entitled to withhold payment
to the Debtors or exercise a set-off of $2 million pending
arbitration and resolution of the parties' dispute.  The parties
would return to normal payment terms.

The parties expect to submit their claims to arbitration in May
2005.  However, this had not taken place as of the Petition Date.

Johnson continues to purchase Fabric from the Debtors.  Payment
terms for goods purchased during any given month will be due on
the 30th day of the following month.  As of June 30, 2005,
Johnson will owe the Debtors about $3.2 million -- $2.3 million
for April purchases and $0.9 million for prepetition May
purchases.

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)


CORNERSTONE PRODUCTS: Case Summary & 20 Largest Creditors
---------------------------------------------------------
Debtor: Cornerstone Products, Inc.
        dba Custom Molded Plastics, Inc.
        2400 Dallas Parkway, Suite 320
        Plano, Texas 75093

Bankruptcy Case No.: 05-43533

Type of Business: The Debtor manufactures custom injection molded
                  plastic products.
                  See http://www.cornerstoneproducts.com

Chapter 11 Petition Date: July 5, 2005

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Frank J. Wright, Esq.
                  Hance Scarborough Wright Ginsberg &
                  Brusilow, LLP
                  600 Signature Place
                  14755 Preston Road
                  Dallas, Texas 75254
                  Tel: (972) 788-1600

Estimated Assets: $59,595,144

Estimated Debts:  $65,714,015

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Prudential Capital Partners   Loan                   $10,000,000
LP
c/o Prudential Capital Group
Attn: Managing Director
2200 Ross Ave #4200
Dallas, TX 75201

Triangle Tool Corporation     Trade and loan          $5,908,749
8609 South Port Avenue
Milwaukee, WI 53224

Formosa Plastics Corp. USA    Trade                   $2,866,715
9 Peachtree Hill Road
Livingston, NJ 07039

Prudential Capital Partners   Loan                    $1,712,802
Mgmt. Fund LP
c/o Prudential Capital Group
Attn: Managing Director
2200 Ross Avenue #4200
Dallas, TX 75201

Exxon Mobil Chemical Company  Trade                   $1,539,727
Dept. AT40161
Atlanta, GA 31192

B & B Plastics                Trade                     $960,083
P.O. Box 5057
Durant, OK 74702

AKROMILS                      Trade                     $877,605
1293 South Main Street
Akron, OH 44301

Matrix Polymers               Trade                     $763,369
P.O. Box 296
Spring Harbor, NY 11724

Weyerhaeuser                  Trade                     $446,837
P.O. Box 843568
Dallas, TX 75284

Universal Plastic Mold        Trade                     $325,805
13245 Los Angeles Street
Baldwin Park, CA 91706

IFCO**PALEXTEXAS L.P.         Trade                     $285,643
P.O. Box 6497
Dallas, TX 75284

Americraft Carton Inc.        Trade                     $215,909
209 Republic Street
Norwalk, OH 44857

National Plastic Color        Trade                     $146,175
P.O. Box 804964
Kansas City, MO 64180

RavagoHinds                   Trade                     $145,239
25 Fountain
Barberton, OH 44203

Osterman & Company Inc.       Trade                     $139,011
1484 Highland Avenue
Cheshire, CT 06410

Cecil Bragg                   Contract                  $134,631
6111 Lark Valley Court
Kingwood, TX 77345

Thermoplastic Services Inc.   Trade                     $112,775
P.O. Box 62910
New Orleans, LA 70162

Reddog                        Trade                     $112,043
2012 East 33rd Street
Erie, PA 165102597

MPI Label Systems             Trade                     $110,029
916 Avenue North
Grand Prairie, TX 75050

Southland Polymers            Trade                     $109,063
14030 Gannet Street
Santa Fe Springs, CA 90670


COUNTRYWIDE HOME: Moody's Reviews Class B2 Cert.'s Ba3 Rating
-------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade two certificates from two transactions, issued by
Countrywide Home Loans.  The transaction is backed by sub-prime
mortgage loans.

The lowest rated class of certificates on each deal has
experienced some losses.

Moody's notes the existence of a corporate guaranty to provide
protection from losses in the amount of about $490 million for the
2001-BC1 and $3,1 billion for the 2001-BC2 deal.  This guaranty
was not available to cover these type of losses.

Complete rating action is:

Issuer: Countrywide Home Loans Asset Backed Certificates

Review for Downgrade:

   * Series 2001-BC1; Class B2, current rating Ba3, under review
     for possible downgrade

   * Series 2001-BC2; Class B2, current rating Baa2, under review
     for possible downgrade.


CROMPTON CORP: Moody's Ups $375MM Sr. Unsec. Notes Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service raised the ratings of Crompton
Corporation (Crompton -- Long-term Corporate Family Rating was
raised to Ba1 from the current Ba3).  In addition, Great Lakes
Chemical Corporation's unsecured ratings were lowered to Ba1 from
A3.

The upgrade of the Crompton ratings reflects the likely benefit
from the improvement in the combined company's financial profile.
The initial credit profile of the combined company is likely to be
materially stronger than Crompton's current financial profile on a
stand alone basis.

The downgrade of the GLK ratings reflect that the combined credit
profile will be materially weaker than expected when Moody's
placed the Great Lakes ratings under review in November of 2004.
That the majority of the ratings are moved to the same Ba1 level
reflect both the unsecured nature of the new bank agreement and
the efforts by management to provide parent and subsidiary
guarantees such that all debt is currently effectively in the same
position in a default scenario.

Moody's notes that in such a scenario the banks will likely
initially benefit from the presence of a springing equity pledge
tied to ratings downgrades that may also be provided to public
debt holders albeit in a staggered fashion.  The potential rating
actions are prompted by the merger of Crompton and GLK expected to
take place on July 1st, 2005.  Upon completion of the merger the
new combined company will be known as Chemtura Corporation.

Ratings upgraded:

Crompton Corporation:

   * Senior Unsecured Notes due 2012, $375 million -- raised
     to Ba1 from B1

   * Senior Unsecured Floating Rate Notes due 2010, $225 million
     -- raised to Ba1 from B1

   * Senior Secured Notes, $260 million due 2023 and 2026
     -- raised to Ba1 from Ba3

   * Senior Unsecured Notes, $10 million due 2006 -- raised to Ba1
     from B1

   * Long term Corporate Family Rating -- raised to Ba1 from Ba3

   * Issuer Rating -- raised to Ba2 from B1

Ratings downgraded:

Great Lakes Chemical Corporation:

   * Senior Unsecured Notes, $400 million due 2009 lowered to Ba1
     from A3

Ratings to be withdrawn:

Crompton Corporation:

   -- Guaranteed Secured Credit Facility due 2009,
      $220 million -- Ba2 *

   -- Pollution Control Revenue Bonds, $10 million due 2023 -- B1*

Great Lakes Chemical Corporation:

   -- Senior Unsecured Shelf (P) A3 *
   -- Subordinated Shelf (P) Baa1 *
   -- Commercial paper at Prime-2 *

Even with the benefit of a stock for stock merger, debt at the
combined company, subsequent to the transaction, would be over
$1.3 billion unadjusted for leases and pensions.  Lease and
pension adjustments could increase debt by as much as
$350 million.  Moody's notes, that while this merger will more
than double Great Lakes' revenue base it will also potentially
triple Great Lakes' total debt.  The combined company will also
have substantial cash balances approaching $300 million.
Nevertheless, the merger will result in a significant
deterioration in Great Lakes credit metrics.

The combined company had pro-forma 2004 revenues and EBITDA (as
estimated by Moody's and EBITDA adjusted for one time charges) of
$4.2 billion and approximately $400 million, respectively.  Total
debt, the majority of which is contributed by Crompton, is about
$1.3 billion.  The Ba1 ratings also reflect Moody's belief that
the combined company can generate upwards of $450 million
operating profit in 2005 and 2006, excluding expenses related to
the integration, and that EBIT to interest will remain in excess
of 3.5 times on pro forma basis.  Furthermore, based on Moody's
analysis Chemtura should be able to generate credit metrics that
support the Ba1 rating, including retained cash flow to total debt
in the high teens on a pro forma basis.  RCF is defined as net
income plus depreciation and amortization minus dividends and
adjusted for non cash items.

Further, the company expects to realize material synergies, over a
three year plan, through the integration and optimization of its
operations; these synergies may be above the $95 million
originally projected and the increase is largely a function of
improved assumptions on supply chain savings including procurement
and logistics savings.  While many of the product lines are
complimentary, particularly in plastic additives, Moody's also
noted that there is only partial operational overlap between the
companies, which may limit the initial synergies.

Moreover, Moody's is concerned that integration implementation for
this transaction may be challenging, due, in part, to the weak
financial performance of both companies over the past few years
combined with more recent successful cost saving restructuring
efforts at both companies.  Finally, Moody's believes that
negotiating procurement savings, a portion of the supply chain
savings, in a rising raw material cost environment may also have
its challenges.

The proposed ratings also derive support from Chemtura's new
$600 million guaranteed unsecured revolver that is expected to be
essentially undrawn and its significant pro forma cash balance
which would have been in excess of $350 million as of December 31,
2004.  The equalization of the debt ratings at Ba1 is primarily a
function of the unsecured nature of the new bank agreement and the
efforts by management to insure that the public debt and the bank
facilities currently have essentially the same guarantee
provisions.  Moody's notes that the guarantee provisions in the
bank agreement do provide for a "springing" security package in
the event that debt ratings were to fall to the equivalent of Ba2
or lower by a rating agency.

It is Moody's understanding that if this security feature were to
be enacted the other public debt may benefit from such security
but it would occur in a staggered fashion with some bonds gaining
security and those gains triggering the granting of security to
other indentures.  Moody's notes that the security is made up of
pledges of stock which Moody's feels has less material benefit
than a pledge of assets.

Finally, in the event that the notes due in 2010 and 2012 are
called or redeemed management will have the option under the
supplemental indentures to release the guarantees provided to
other public debt holders.  If such a release were to occur at
that time Moody's would reevaluate the notching dynamics and the
ratings on un-guaranteed debt could well be notched lower.

The stable outlook reflects Moody's expectation that the company
will generate at least $350 - $400 million of RCF in 2005 and
2006, and that it will sustain or increase the current volume of
business.  The ratings could be upgraded or outlook moved to
positive if stronger than expected demand or a further reduction
in contingent liabilities results in sustainable annual RCF to
adjusted debt in excess of 20%.  Conversely, the ratings or
outlook could be lowered if there is a reversal in recent positive
trends that results in adjusted debt to EBITDA exceeding 3.5 times
or RCF to debt materially less than 20% over the next 24 months.

Headquartered in Middlebury, Connecticut, Crompton manufactures a
variety of:

   * polymer and rubber additives,
   * castable urethane pre-polymers,
   * ethylene propylene diene monomer,
   * extruders, and
   * crop protection chemicals.

Great Lakes Chemical Corporation, headquartered in Indianapolis,
Indiana, is a leading supplier of:

   * brominated flame-retardants,
   * recreational water treatment chemicals, and
   * brominated/fluorinated specialty chemicals.

Great Lakes reported revenues of $1.6 billion for 2004.


DECISIONONE CORP: Court Enters Final Decree Closing Ch. 11 Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
final decree closing DecisionOne Corporation's chapter 11 case, at
the Debtor's behest.

Christina M. Houston, Esq., at Richards, Layton & Finger, P.A., in
Wilmington Delaware, told the Court that the Debtor has
substantially consummated its Plan of Reorganization.  The Plan
became effective on May 13, 2005, less than 60 days after the
Debtor sought bankruptcy protection.

The rights of secured creditors are left unaltered.  Secured
noteholders and general unsecured creditors received equity and a
substantially reduced level of new debt in the restructured
Company pursuant to the Plan.

The Debtor did not disclose how much has been paid to its
professionals.  The Debtor paid $10,000 of accrued fees to the
United States Trustee for Region 8.

A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=050404215056

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

   http://www.researcharchives.com/bin/download?id=050404214615

Headquartered in Frazer, Pennsylvania, DecisionOne Corporation
-- http://www.decisionone.com/-- serves leading companies and
government agencies with tailored information technology support
services that maximize the return on technology investments,
minimize capital and infrastructure costs and optimize operational
effectiveness.  The Company filed for chapter 11 protection on
March 15, 2005 (Bankr. D. Del. Case No. 05-10723).  Mark D.
Collins, Esq., and Rebecca L. Booth, Esq., at Richards Layton &
Finger, P.A., and Michael A. Bloom, Esq., and Joel S. Solomon,
Esq., at Morgan, Lewis & Bockius LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $107 million and total
debts of $273 million.  The Court confirmed the Company's Plan of
Reorganization on April 19, 2005.


DOCTORS HOSPITAL: Panel Wants FTI Consulting as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Doctors Hospital
1997 LP sought and obtained permission from the U.S. Bankruptcy
Court for the Southern District of Texas, Houston Division, to
employ FTI Consulting, Inc., as their financial advisors, nunc pro
tunc to April 21, 2005.

The Committee tells the Court that FTI Consulting's experience in
providing financial advisory services will help its members assess
and monitor the Debtor and their professional advisors in order to
maximize the value of their estates and achieve a successful
reorganization.

FTI Consulting will assist the Committee in:

    a) reviewing financial related disclosures required by the
       Court, including Schedules of Assets and Liabilities, the
       Statement of Financial Affairs and Monthly Operating
       Reports;

    b) gathering information about and analyzing the Debtor's DIP
       financing including, but not limited to, the preparation
       for hearings regarding the use of cash collateral and DIP
       financing.

    c) analyzing the Debtor's proposed payment of certain pre-
       petition obligations of alleged critical vendors.

    d) reviewing the Debtor's short-term cash management
       procedures;

    e) reviewing the Debtor's key employee retention and other
       critical employee benefit programs;

    f) reviewing the Debtor's identification of core business
       assets, the disposition of assets and liquidation of
       unprofitable operations;

    g) analyzing the Debtor's transactions and activities
       involving landlords, secured creditors and affiliates.

    h) reviewing the Debtor's cost benefit evaluations with
       respect to the affirmation or rejection of various
       executory contracts and leases;

    i) evaluating the present level of operations and identifying
       areas of potential cost savings including overhead and
       operating expense reductions and efficiency improvements;

    j) reviewing and analyzing any proposed sale or financing
       transactions that need Court approval;

    k) reviewing financial information distributed by the Debtor
       to creditors and others, including but not limited to, cash
       flow projections and budgets, cash receipts and
       disbursement analysis of various assets and liability
       accounts;

    m) evaluating any proposed plan of reorganization, including
       analysis of creditor value recovery.

    n) reviewing and preparing information necessary for the
       confirmation of a plan of reorganization in this chapter 11
       case;

    o) evaluating avoidance actions, including fraudulent
       conveyances and preferential transfers;

    l) coming up with an objective valuation of the Debtor's
       assets and operations;

FTI Consulting will also:

    a) provide litigation advisory services with respect to
       accounting and tax matters, along with expert witness
       testimony on case related issues as required by the
       Committee;

    b) attend meetings and assist in discussion with the Debtor,
       potential investors, banks and other secured lenders in
       this chapter 11 case, the U.S. Trustee, other parties in
       interest and professionals hired by the Debtor; and

    c) render other general business consulting services as the
       Committee or its counsel may deem necessary.

Connie Foland, Committee Chair, discloses that FTI Consulting's
professionals will charge these hourly rates:

      Professional                       Hourly Rate
      ------------                       -----------
      Senior Managing Directors          $560 - $625
      Directors & Managing Directors      395 -  560
      Associates & Consultants            195 -  385
      Administration & Paraprofessionals   95 -  168

Louis E. Robichaux IV, a Senior Managing Director at FTI
Consulting, Inc., assures the Court that his Firm does not hold
any interest adverse to the Committee and is therefore eligible to
represent the committee pursuant to Section 1103(b) of the
Bankruptcy Code.

                    About FTI Consulting

FTI is the premier provider of corporate finance/restructuring,
forensic/litigation/technology, and economic consulting.  Located
in 24 of the major U.S. cities, London and Melbourne, FTI's total
workforce of more than 1,100 employees includes banking and
securities industry professionals, Certified Public Accountants,
Chartered Financial Analysts, Certified Insolvency and
Reorganization Advisors, Certified Fraud Examiners, Accredited
Senior Appraisers, forensic computer experts, psychologists, and
visual communication specialists among others.

                   About Doctor's Hospital

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


ELITE PHARMACEUTICALS: Auditors Express Going Concern Doubt
-----------------------------------------------------------
Miller, Ellin & Company, LLP, raised substantial doubt about Elite
Pharmaceuticals, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended March 31, 2005.  The auditors point to the Company's
significant losses and negative cash flows, which resulted in
decreased working capital and accumulated deficits.

The Company reported a $5,906,890 net loss for the fiscal year
ended March 31, 2005, a $6,514,217 net loss for the same period in
2004, and a $4,061,422 net loss in 2003.  At March 31, 2005, the
Company had an accumulated deficit of approximately $41.1 million,
consolidated assets of approximately $9.2 million, stockholders'
equity of approximately $5.7 million, and working capital of
approximately $3.3 million.

Although the Company has been in operation since 1990, it has
a relatively short operating history and limited  financial data
upon which to evaluate its business and prospects.  In addition,
its business model is likely to continue to evolve as the Company
attempts to expand its product offerings and enters new markets.
As a result, the potential for future profitability must be
considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies that are
attempting to move into new markets and continuing to innovate
with new and unproven  technologies.  Some of these risks
relate to Elite's potential inability to:

   -- develop new products;

   -- obtain regulatory approval of its products;

   -- manage growth, control expenditures and align costs with
      revenues;

   -- attract, retain and motivate qualified personnel; and

   -- respond to competitive developments.

If the Company does not effectively address the risks faced, its
business model may become unworkable and Elite may not achieve, or
sustain, profitability or successfully develop any products.

Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company
principally engaged in the development and manufacture of oral,
controlled release products.  Elite develops controlled release
products using proprietary technology and licenses these products.
The Company's strategy includes developing generic versions of
controlled release drug products with high barriers to entry and
assisting partner companies in the life cycle management of
products to improve off-patent drug products.  Elite's technology
is applicable to develop delayed, sustained or targeted release
pellets, capsules, tablets, granules and powders.  Elite has one
product currently being sold commercially and a pipeline of six
drug products under  development in the therapeutic areas that
include cardiovascular, pain management, allergy and infection.
The addressable market for Elite's pipeline of products exceeds $2
billion.  Elite's current facility in Northvale, New Jersey also
is a Good Manufacturing Practice (GMP) and DEA registered facility
for research, development, and manufacturing.


ENRON CORP: Wants Court to Enforce GE Power Sale Agreement
----------------------------------------------------------
Reorganized Debtors Enron Corp., Enron Wind LLC, Enron Wind
Development LLC, ZWHC LLC, Enron Wind Energy Systems LLC, Enron
Wind Systems LLC, Enron Wind Constructors LLC and Enron Wind
Maintenance LLC ask the Court to confirm the assumption of a
liability by General Electric Company, acting through its GE Power
Systems business.

                       The Enron Wind Sale

As previously reported, the Debtors, on February 20, 2002, sought
the Court's approval of the sale of substantially all of the U.S.
and European manufacturing assets relating to the Enron Wind
Business.  After a competitive auction process, the Reorganized
Debtors and GE entered into a Purchase Agreement.

Matthew T. Murnane, Esq., at Venable LLP, in Baltimore, Maryland,
relates that under the Purchase Agreement, GE Power acquired the
assets and assumed liabilities from certain of the Enron Wind
Debtors for $325 million, subject to:

    (i) a closing purchase price adjustment, and
   (ii) a post-closing purchase price adjustment.

On April 15, 2002, the Court approved the sale and the Purchase
Agreement.  Mr. Murnane notes that the Sale Order expressly
provides that, subject to the provisions of the Purchase
Agreement, the Court would retain jurisdiction "to resolve any
disputes, controversies or claims arising out of or relating to
the [Purchase] Agreement. . . ."

The parties closed the transactions contemplated by the Purchase
Agreement on May 10, 2002.  GE paid around $285.7 million for the
Transferred Assets, subject to the subsequent Post-Closing
Purchase Price Adjustment.

The Purchase Agreement provides that an adjustment to the
purchase price could be made only as to specified assets and
specified "Assumed Liabilities" as set forth in the Purchase
Agreement.  Thus, Mr. Murnane points out, any post-closing
purchase price adjustment had to relate to the specified
Transferred Assets and Assumed Liabilities.

                    Price Adjustment Dispute and
                         Settlement Agreement

On August 8, 2002, GE Power provided the Debtors with an Audited
Closing Balance Sheet and notified the Debtors of the amount of
its proposed Post-Closing Purchase Price Adjustment.  GE proposed
almost 300 adjustments to the Estimated Closing Balance Sheet and
asserted a Post-Closing Purchase Price Adjustment of around
$160.6 million.

The Debtors disputed most of GE's calculation of the Post-Closing
Purchase Price Adjustment.  Specifically, the Debtors agreed only
to around $6.1 million of the adjustments, contesting the
remaining adjustments.  After conducting negotiations to resolve
this dispute, the Debtors and GE reached a settlement agreement.
The Settlement, which the Court later approved, adjusted the
purchase price by $90 million in favor of GE.

                              AEP Claim

In October 2002, American Electric Power Service Corp. filed a
proof of claim against EWS related to warranties allegedly made
by EWS's predecessor-in-interest in connection with the
construction of a wind farm located near Fort Davis, Texas.
According to AEP, the value of the AEP Claim is "believed" to be
"at least $3,035,000."

The Debtors, Mr. Murnane says, had disclosed to GE AEP's likely
claim in a schedule to the Purchase Agreement.  The Debtors
timely filed an objection to the AEP Claim.

According to Mr. Murnane, GE assumed the liability for the AEP
Claim under the Purchase Agreement.  As part of the Post-Closing
Purchase Price Adjustment, GE specifically sought, and the
Debtors agreed to, a $1.5 million reduction in the purchase price
to account for GE's previous assumption of the liability that is
the basis for the AEP Claim, Mr. Murnane states.

Mr. Murnane further asserts that:

    -- the liability was also included in the Audited Closing
       Balance Sheet that GE gave to the Debtors; and

    -- the $1.5 million agreed purchase price reduction was
       included in the undisputed portion of the GE Post-Closing
       Purchase Price Adjustment of about $6.1 million.

Mr. Murnane tells the Court that GE Power now appears to disclaim
any responsibility for the warranty claims and has asserted that
it never assumed the liability under the Purchase Agreement or
the Settlement Agreement.

The Reorganized Debtors believe that GE's refusal to accept
responsibility for the warranty claims in the AEP Claim is in
direct breach and violation of the Purchase Agreement and the
Settlement Agreement.

"GE's position is not tenable," Mr. Murnane says.  "EWS should
not be compelled to defend the AEP Claim when, under the Purchase
Agreement and the Settlement Agreement, GE proposed and accepted
a $1.5 million purchase price adjustment in recognition of, and
as compensation for, its previous assumption of this contingent
liability."

Accordingly, the Reorganized Debtors insist that the Court should
specifically enter an order:

    a. confirming that GE assumed the liability for the warranty
       claims set forth in the AEP Claim and that the Debtors have
       no responsibility for the AEP Claim; and

    b. compelling GE Power to take all actions consistent with its
       assumption of this liability.

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: Federal Insurance Holds $16.4M Allowed Unsec. Claims
----------------------------------------------------------------
In a Court-approved stipulation, Reorganized Enron Corporation and
its debtor-affiliates and Federal Insurance Company agree to the
allowance of two claims filed by Federal against the Debtors:

    a. Claim No. 9313 will be allowed as Class 11 general
       unsecured claim against Enron Energy Marketing Corp for
       $8,150,000; and

    b. Claim No. 9312 will be allowed as Class 4 general unsecured
       claim against Enron Corp. for $8,300,000.

The claims arise in connection with Federal's issuance of two
bonds on behalf of EEMC in favor of Pacific Gas & Electric.

Prior to the Petition Date, Federal issued a $30,000,000 bond in
connection with a contract dated October 31, 1997, for the
purchase and transmission of electrical energy, entered into by
and between EEMC and PG&E.  Federal also issued a $2,000,000 bond
in connection with a series of agreements entered into by and
between EEMC and PG&E pertaining to the purchase and transmission
of natural gas.

Federal had asserted claims against Enron on account of Enron's
guarantee of EEMC's obligations pursuant to a General Indemnity
Agreement.

The parties agree that the Debtors' objections to the Federal
Claims are deemed withdrawn.

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


ENRON CORP: Cisco Holds Allowed $12 Million Unsecured Claim
-----------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedures, Reorganized Enron Corporation and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York to approve their settlement agreement with Cisco
Systems, Inc.

The parties have entered into negotiations to resolve their
disputes arising under certain prepetition contracts for the sale
of electric energy.

Cisco filed Claim No. 22068 for amounts allegedly owed by Enron
Energy Services, Inc.  On the other hand, Enron Communications
Leasing Corp., and EPC Estate Services, Inc., formerly known as
National Energy Production Corporation, commenced an adversary
proceeding to avoid and recover certain transfers made to Cisco
prior to the Petition Date.

The salient terms of the Settlement are:

    1. Cisco will pay the Debtors payments due under the Contracts
       as agreed to by the parties;

    2. Cisco will have an allowed Class 12 claim against EESI
       for $12,000,000, which will not be subject to objection,
       offset, recoupment, subordination or reduction;

    3. The parties will exchange mutual release of claims with
       respect to the Contracts;

    4. The Debtors will execute a stipulation of dismissal with
       prejudice dismissing the Adversary Proceeding;

    5. With the exception of the Allowed Claim, each proof of
       claim filed by Cisco in connection with the Contracts will
       be deemed irrevocably withdrawn, with prejudice and, to the
       extent applicable, expunged; and

    6. All scheduled liabilities with respect to Cisco will be
       deemed irrevocably withdrawn, with prejudice, and to the
       extent applicable expunged and disallowed in its entirety,
       except to the extent of the Allowed Claim.

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, tells Judge Gonzalez that the Settlement will clearly
benefit the Debtors' estates since it will result to payment to
the estate and will avoid future disputes and litigation.

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: Sets Up $58.5 Mil. Environmental Remediation Reserve
----------------------------------------------------------------
Exide Technologies is exposed to liabilities under Environmental,
Health and Sanitation laws arising from its past handling,
release, storage and disposal of hazardous substances and
hazardous wastes.

The Company is also involved in the assessment and remediation of
various other properties, including certain Company owned or
operated facilities.  In addition, certain environmental matters
concerning the Company are pending in various courts or with
certain environmental regulatory agencies with respect to these
currently or formerly owned or operating locations.

J. Timothy Gargaro, Exide Technologies' Executive Vice-President
and Chief Financial Officer, discloses in a recent regulatory
filing with the Securities and Exchange Commission that while the
ultimate outcome of the environmental matters is uncertain, the
Company does not believe the resolution of these matters,
individually or in the aggregate, will have a material adverse
effect on the Company's financial condition, cash flows or
results of operations.

The Company has established reserves for on-site and off-site
environmental remediation costs where these costs are probable
and reasonably estimable and believes that these reserves are
adequate.  As of March 31, 2005 and March 31, 2004, the amount of
the reserves on the Company's consolidated balance sheet was
approximately $58.5 million and $94.2 million.

Mr. Gargaro explains that because environmental liabilities are
not accrued until a liability is determined to be probable and
reasonably estimable, not all potential future environmental
liabilities have been included in the Company's environmental
reserves and, therefore, additional earnings charges are
possible.  Also, future findings or changes in estimates could
have a material effect on the recorded reserves and cash flows.

Mr. Gargaro identifies three sites that may require larger
expenses for remediation:

    1. Tampa, Florida

       The Tampa site is a former secondary lead smelter, lead
       oxide production facility, and sheet lead-rolling mill that
       operated from 1943 to 1989.  Under a RCRA Part B Closure
       Permit and a Consent Decree with the State of Florida,
       Exide is required to investigate and remediate certain
       historic environmental impacts to the site.  Cost estimates
       for remediation (closure and post-closure) range from $12.5
       million to $20.5 million depending on final State of
       Florida requirements.  The remediation activities are
       expected to occur over the course of several years.

    2. Columbus, Georgia

       The Columbus site is a former secondary lead smelter that
       was decommissioned in 1999, which is part of a larger
       facility that includes an operating lead acid battery
       manufacturing facility.  Groundwater remediation activities
       began in 1988.  Costs for supplemental investigations,
       remediation and site closure are currently estimated at
       $13.5 million.

    3. Sonalur, Portugal

       The Sonalur facility is an active secondary lead smelter.
       Materials from past operations present at the site are
       stored in above-ground concrete containment vessels and in
       underground storage deposits.  The Company is in the
       process of obtaining additional site characterization data
       to evaluate remediation alternatives agreeable to local
       authorities.  Costs for remediation are currently estimated
       at $3.5 million to $7 million.

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.


FACTORY 2-U: Trustee Hires Bifferato Gentilotti as Special Counsel
------------------------------------------------------------------
Jeoffrey L. Burtch, the chapter 7 trustee overseeing the
liquidation of Factory 2-U Stores, Inc., and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the District of
Delaware for authority to hire Bifferato, Gentilotti & Biden, PA,
as his preference litigation counsel, nunc pro tunc to April 25,
2005.

Mr. Burtch selected Bifferato Gentilotti as his preference
litigation counsel because of the Firm's experience and knowledge
of avoidance actions.  The Firm will also perform all necessary
legal services and provide all other necessary legal advice in
connection with certain potential adversary actions the Trustee
will initiate in this chapter 7 case.

The principal attorneys, associates and other professionals
designated to assist the Trustee on this case and their hourly
rates are:

    Professional                     Designation     Hourly Rate
    -----------                      -----------     -----------
    Ian Connor Bifferato, Esq.       Director            $325
    David W. deBruin, Esq.           Associate            265
    Garvan F. McDaniel, Esq.         Associate            225
    Joseph K. Koury, Esq.            Associate            225
    Catherine Zwolak Kilian, Esq.    Associate            195
    Amy Keifer                       Paralegal            145
    Camille Ennis                    Paralegal            130
    Jennifer Randolph                Paraprofessional     115
    Jennifer Harris                  Paraprofessional     115

To the best of the Trustee's knowledge, Bifferato Gentilotti does
not hold any interest adverse to the Debtors or their chapter 7
estates.

            About Bifferato, Gentilotti & Biden, PA

Bifferato Gentilotti, based in Wilmington, Delaware, has extensive
experience representing debtors, creditors, lenders and official
committees in complex Chapter 11 & 7 proceedings.

The Firm's clients substantially benefit from its trial and
appellate expertise in cases involving bankruptcy and bankruptcy
related issues, asset-based commercial and secured lending,
commercial contracts, and sales transactions and debt
restructuring.

The Firm's expertise include Alternative Dispute Resolution,
Commercial Bankruptcy, Business Restructuring and Creditors
Rights, Commercial And Corporate Litigation, Insurance Defense,
Personal Injury and Worker's Compensation, Real Estate and
Securities Fraud Arbitration.

                  About Factory 2-U Stores

Headquartered in San Diego, California, Factory 2-U Stores, Inc.
-- http://www.factory2-u.com/-- operates a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US.  The stores sell branded casual
apparel for the family, as well as selected domestics, footwear,
and toys and household merchandise.  The Company filed for chapter
11 protection on January 13, 2004 (Bankr. Del. Case No. 04-10111).
The Court converted the Debtors' case into a chapter 7 proceeding
on Jan. 27, 2005, and appointed Jeoffrey L. Burtch as trustee.  M.
Blake Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors in their bankruptcy
cases.  When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.


FIRST CONSUMERS: Moody's Reviews $36 Million Notes' Junk Rating
---------------------------------------------------------------
Moody's Investors Service has placed the Ca rating of First
Consumers Credit Card Master Note Trust Series 1999-A, Class B,
under review for possible upgrade.

The rating review is a result of the improved performance of the
trust's receivables which has increased the likelihood that the
investors will receive full principal payment prior to the legal
final maturity of the transaction on December 15, 2005.  The
complete rating action is as follows:

Issuer: First Consumers Credit Card Master Note Trust

   * $36 million Class B Asset-Backed Notes, Series 1999-A,
     Rated Ca, Under review for possible upgrade

Status of notes as of June 15, 2005:

As of June 15, 2005, approximately $ 41.7 million of Series 1999-A
notes remained outstanding.  The Class A notes (Aaa rated) of
Series 1999-A, initially $214 million, have been fully paid off.
The Class B notes (Ca rated), initially $36 million, have been
paid down to $15.5 million.  The unrated Class C notes remains at
their original amount of $26.2 million.

                  Collateral Performance

Series 1999-A has been benefiting from its fixed allocation of
finance charge collection feature, and has experienced positive
excess spread over the past year.  Under the fixed finance charge
allocation method, as principal on the investor certificates is
paid down during an early amortization period, note holders
continue to be allocated a percentage of the finance charge
collections on each payment date based on the certificate
principal amount prior to the commencement of the early
amortization period.  The result is an "over-collateralization" of
finance charge collections, which may be applied to make up
shortfalls in amounts due to note holders.

Principal payment rate is low but stable at approximately 4%.
With performance at current levels, it is expected that the Class
B notes will be repaid prior to the legal final maturity.  However
if performance were to deteriorate significantly during the next
six months this would not be the case.

                        Background

FCNB was an unrated national banking association operating as a
"credit card bank" under the Bank Holding Company Act.  FCNB was a
wholly owned subsidiary of Spiegel, Inc. (unrated), a Delaware
corporations that is headquartered in Beaverton, Oregon.

Along with Spiegel Inc.'s filing of Chapter 11 bankruptcy
protection on March 17, 2003, FCNB's servicing obligation has been
ceased, and FNBO is the trustee appointed successor servicer.

Moody's had downgraded FCNB notes twice, on May 7, 2002 and August
16, 2002, respectively.


GE-RAY FABRICS: Committee Taps BDO Seidman as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of Ge-Ray
Fabrics, Inc., permission to employ BDO Seidman, LLP, as their
accountants and financial advisors, nunc pro tunc to May 23, 2005.

BDO Seidman will:

    a) analyze the prepetition and postpetition financial
       operations of the Debtors;

    b) analyze the Debtors real property interests, including
       lease assumptions and rejections;

    c) perform forensic investigating services, as requested by
       the Committee and counsel for the Committee, regarding
       prepetition activities of the Debtors in order to identify
       potential causes of action;

    d) perform claims analysis for the Committee, as necessary,
       including analysis of reclamation claims;

    e) verify the physical inventory of merchandise, supplies,
       equipment and other material assets as well as liabilities
       of the Debtors as necessary;

    f) assist the Committee in its review of monthly statements of
       operations to be submitted by the Debtors;

    g) analyze the Debtors' liquidation budgets, cash flow
       projections, restructuring programs, selling and general
       administrative structure and other reports or analyses
       prepared by the Debtors or its professionals on order to
       advise the Committee on the liquidation of the Debtors'
       operations;

    h) scrutinize cash disbursements on an ongoing basis for the
       period subsequent to the Petition Date;

    i) analyze transactions with insiders, related and/or
       affiliated companies;

    j) prepare and submit reports to the Committee as necessary;

    k) assist the Committee in its review of the financial aspects
       of a plan of liquidation to be submitted by the Debtors;

    l) attend meetings of creditors and conference with
       representatives of the creditor groups and their counsel;

    m) prepare hypothetical orderly liquidation analyses;

    n) monitor the sale and/or liquidation of the Debtors;

    o) analyze the financial ramifications of any proposed
       transactions for which the Debtors seek Bankruptcy Court
       approval, including, but not limited to, post-petition
       financing, sale of all or a portion of the Debtors' assets,
       management compensation and/or retention and severance
       plans;

    p) render expert testimony on behalf of the Committee (as
       agreed by BDO Seidman);

    q) provide assistance and analysis in support of potential
       litigation that may be investigated and/or prosecuted by
       the Committee;

    r) analyze transactions with the debtors' financing
       institution;

    s) perform other necessary services as the Committee or
       counsel to the Committee may requests from time to time
       with respect to the financial, business and economic issues
       that may arise.

The hourly rates for BDO Seidman's professionals are:

           Professional              Hourly Rate
           ------------              -----------
           Partners                  $335 - $675
           Senior Managers            230 -  510
           Managers                   210 -  345
           Seniors                    150 -  225
           Staff                       95 -  195

                      About BDO Seidman

BDO Seidman, LLP, is a national professional services firm
providing assurance, tax, financial advisory and consulting
services to private and publicly traded businesses.  The Firm
serves clients through more than 30 offices and 250 independent
alliance firm locations nationwide.

BDO Seidman provides an array of comprehensive financial and
business advisory services under the umbrella of one organization.
The Firm's clients benefit from the strength of a unified team of
advisors in tax, assurance, financial advisory, and industry and
consulting services (to the extent permitted by the Sarbanes-Oxley
Act and related SEC and PCAOB rules, for publicly traded clients).
The Firm links clients to a network of professional advisors,
including those in the banking, investment and legal communities,
as well as the BDO International global network.

To the best of the Committee's knowledge, BDO Seidman does not
hold any interest adverse to the Debtor or its estate.

                     About Ge-Ray Fabrics

Headquartered in Manhattan, Ge-Ray Fabrics, Inc. --
http://www.geray.com/-- supplies circular knitted fabrics to the
apparel industry.  The fabrics include cottons and synthetics,
with and without spandex, and range from basic jersey to high
fashion knits.  Lustar Dyeing & Finishing, Inc., its subsidiary,
is a dyeing & finishing processing plant for textile fabrics.  The
Debtors filed for chapter 11 on April 4, 2005, (Bankr. S.D.N.Y.
Case Nos. 05-12201 & 05-12207).  When they filed for bankruptcy,
the Debtors reported assets and debts totaling between $10 million
to $50 million.


GITTO GLOBAL: LaSalle Business Wants to Foreclose on Collateral
---------------------------------------------------------------
LaSalle Business Credit, LLC, Gitto Global Corporation's secured
lender, asks the U.S. Bankruptcy Court for the District of
Massachusetts, Western Division, to lift the automatic stay
imposed by the Bankruptcy Code.

LaSalle wants the Court to lift the automatic stay to allow it to
foreclose on its collateral and collect certain of the Debtor's
accounts receivable.

                      LaSalle's Interests

The Debtor entered into a Loan and Security Agreement on July 25,
2002, with LaSalle.  Under that prepetition loan agreement, the
Debtor owes LaSalle $31,389,963.  To secure repayment of the debt,
the Debtor granted LaSalle a security interest in, and a right of
set-off against certain:

      -- accounts;

      -- chattel paper, instruments, documents and general
         intangibles (including patents, trademarks, copyrights,
         licenses, franchises, tax refund claims, claims against
         carriers and shippers);

      -- inventory;

      -- investment property;

      -- bank accounts, deposits and cash; and

      -- life insurance policies.

Part of the Debtor's accounts receivable represents proceeds from
the sale of $472,043 of inventory.

LaSalle perfected its security interest in the prepetition
collateral by filing a UCC-1 financing statement with the
Massachusetts Secretary of Commonwealth on July 26, 2002.

After the petition date, LaSalle gave Gitto Global a $485,000
debtor-in-financing loan.

                    Sale of the Debtor's Assets

In December 2004, Gitto Global sold substantially all of its
assets to S&E Acquisition, LLC, for $8,977,500.  LaSalle was paid
$7,078,547 on account of Gitto's prepetition and postpetition
indebtedness.

                     LaSalle's Foreclosure of
                     the Vitrolite Inventory

In January 11, 2005, LaSalle, pursuant to a Court order,
foreclosed on the Debtor's Vitrolite assets.  The minerals,
LaSalle says, will sell, at most, for $400,000.

                     Uncollected Collateral

LaSalle contends that part of its accounts receivable collateral
is a $1.5 million tax refund from the IRS.  Also, based on the
Debtor's books, it has an uncollected prepetition accounts
receivable totaling $518,328.

Headquartered in Lunenburg, Massachusetts, Gitto Global
Corporation -- http://www.gitto-global.com/-- manufactured
polyvinyl chloride, polyethylene, polypropylene and thermoplastic
olefinic compounds.  The Company filed for chapter 11 protection
on September 24, 2004 (Bankr. D. Mass. Case No. 04-45386).  Andrew
G. Lizotte, Esq., at Hanify & King P.C., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.
On March 4, 2005, the chapter 11 case was converted to chapter 7.
Mark G. DeGiacomo serves as the Chapter 7 Trustee.


GOLDSTAR EMERGENCY: Taps Weycer Kaplan as Bankruptcy Counsel
------------------------------------------------------------
Goldstar Emergency Medical Services, Inc., asks the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division, for authority to employ Weycer, Kaplan, Pulaski & Zuber,
P.C., as its chapter 11 counsel.

Weycer Pulaski is expected to:

     a) analyze the Debtor's financial situation;

     b) prepare and file the Debtor's schedules of assets and
        liabilities, and statement of financial affairs;

     c) represent the Debtor at the frist meeting of creditors;

     d) advise the Debtor of its duties and rights as a debtor-
        in-possession;

     e) negotiate with any secured and unsecured creditors;

     f) defend the Debtor against stay litigation; and

     g) prepare a plan of reorganization and disclosure
        statement.

Edward L. Rothberg, Esq., a shareholder of Weycer Kaplan, will be
the lead attorney in the Debtor's chapter 11 proceeding.  Mr.
Kaplan discloses that the Debtor paid his Firm a $50,000 retainer.

The current billing rates of professionals at Weycer Kaplan are:

          Designation                Rate
          -----------                ----
          Edward L. Rothberg         $300
          Hugh Ray, III              $220
          Melissa A. Haselden        $210
          Paralegals                 $210

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

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
staffs Mobile Intensive Care capable ambulances, which are
supplied and stocked with the most technologically advanced
equipment available such as automatic vehicle locators, electronic
data collection devices, Zoll Biphasic M series monitors and a
litney of other premier medical products.  When the Company filed
for chapter 11 protection, it estimated between $10 million to
$50 million in total assets and debts.


GOLDSTAR EMS: U.S. Trustee Picks 3-Member Creditors Committee
-------------------------------------------------------------
The United States Trustee for Region 7 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in
Goldstar Emergency Services, Inc.'s chapter 11 case:

     1. Zoll Medical Corporation/Zoll Data Systems
        Attn: Sandy King
        12202 Airport Way, Suite 300
        Broomfield, CO 80021
        Tel: 303-801-1876, Fax: 303-801-0001
        Email: sking@zolldata.com

     2. The Littleton Group
        Attn: Phil Meaux/Craig Hearn
        2935 Toccoa Street
        Beaumont, TX 77703
        Tel: 409-347-0683/832-465-2541, Fax: 409-347-0684
        Email: beaumont@littleton-group.com,
               chearn@littleton-group.com

     3. B & L Mail Presort, Inc.
        Attn: Allan Tapley
        556 N.M.L. King Parkway
        Beaumont, TX 77701
        Tel: 409-838-0587, Fax: 409-838-0587
        Email: croakerking@aol.com

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 Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
staffs Mobile Intensive Care capable ambulances, which are
supplied and stocked with the most technologically advanced
equipment available such as automatic vehicle locators, electronic
data collection devices, Zoll Biphasic M series monitors and a
litney of other premier medical products.  Edward L Rothberg,
Esq., and Melissa Anne Haselden, Esq., at Weycer Kaplan Pulaski &
Zuber represent the Debtor in its restructuring efforts.  When the
Company filed for chapter 11 protection, it estimated between
$10 million to $50 million in total assets and debts.


GOLDSTAR EMS: Court Approves Diamond McCarthy as Panel's Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Goldstar Emergency Medical Services, Inc.'s chapter 11 case,
sought and obtained permission from the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, to employ
Diamond McCarthy Taylor Finley Bryant & Lee, L.L.P., as its
counsel, nunc pro tunc to May 11, 2005.

Diamond McCarthy is a Texas-based law firm with extensive
experience in complex commercial litigation and insolvency.

Diamond McCarthy will:

   (a) advise the Committee concerning its rights, powers and
       duties under Section 1103 of the U.S. Bankruptcy Code;

   (b) assist and advise the Committee in its negotiations and
       consultations with the Debtor, creditors and parties-
       in-interest relative to the administration of the Debtor's
       case;

   (c) develop and negotiate a chapter 11 plan of reorganization
       with the Debtor, and if appropriate, formulation and filing
       of a Committee Plan;

   (d) assist with the Committee's investigation of the acts,
       conduct, assets, liabilities and financial condition of the
       Debtor and other parties-in-interest in the Debtor's case;

   (e) conduct litigation on behalf of the Committee as necessary
       to recover money for the unsecured creditors of the estate,
       and to promote, protect and preserve the unsecured
       creditors' rights;

   (f) assist and advise the Committee as to its communications to
       the general creditor body regarding significant matters in
       the Debtor's case;

   (g) advise the Committee concerning the assumption, assignment
       and rejection of executory contract and unexpired leases;

   (h) represent the Committee at hearings and other proceedings
       and to take action necessary to preserve and protect the
       unsecured creditors' rights;

   (i) review and analyze applications, orders, business plan
       proposals and pleadings filed with the Court and advise the
       Committee as to their property; and

   (j) perform other legal services for and behalf of the
       Committee as may be necessary or appropriate to assist the
       committee in satisfying its duties under Section 1103 of
       the U.S. Bankruptcy Code.

The three Diamond McCarthy professionals who'll do most of the
work in this engagement and their standard hourly rates are:

      Professional                   Designation      Hourly Rate
      ------------                   -----------      -----------
      Kyung S. Lee, Esq.             Partner              $450
      Christopher D. Johnson, Esq.   Associate            $225
      Catherine A. Burrow            Paralegal            $140

To the best of the Committee's knowledge, Diamond McCarthy Taylor
Finley Bryant & Lee, L.L.P., is disinterested as that term is
defined in Section 101(14) of the U.S. Bankruptcy Code.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/--  
is one of the largest providers of emergency medical services in
Texas with over 120,000 ambulance responses annually.  Goldstar
filed for chapter 11 protection on April 25, 2005 (Bankr. S.D.
Tex. Case No. 05-36446).  Goldstar staffs Mobile Intensive Care
capable ambulances, which are supplied and stocked with the most
technologically advanced equipment available such as automatic
vehicle locators, electronic data collection devices, Zoll
Biphasic M series monitors and a litney of other premier medical
products.  Edward L Rothberg, Esq., and Melissa Anne Haselden,
Esq., at Weycer Kaplan Pulaski & Zuber represent the Debtor in its
restructuring efforts.  When the Company filed for chapter 11
protection, it estimated between $10 million to $50 million in
total assets and debts.


GOLDSTAR EMS: Arthur & Chen are Panel & Wachovia's Auditors
-----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Goldstar Emergency Medical Services, Inc.'s chapter 11 case,
together with Wachovia Bank, N.A., sought and obtained permission
from the from the U.S. Bankruptcy Court for the Southern District
of Texas, Houston Division, to employ Harris W. Arthur, PLLC, CPA,
and Peggy Chen, CPA, as their auditors, nunc pro tunc to June 13,
2005.

Wachovia is the Debtor's primary secured lender.  Wachovia asserts
a secured claim as of April 25, 2005, in the approximate amount
of $8,621,113.72.   The claim is secured by substantially all of
the Debtor's and the Operating Affiliates' assets, including
accounts receivable.

Goldstar has six Operating Affiliates that have not filed
bankruptcy and continue to operate:

   -- Goldstar EMS II, Inc.,
   -- Goldstar EMS IV,
   -- Goldstar EMS, LLC,
   -- Goldstar EMS Systems, Inc.,
   -- Goldstar EMS South Texas, Inc., and
   -- Thomas Ambulance, Inc.

The Debtor and the Operating Affiliates' accounts receivable
constitute one of their largest assets.  In its Schedules of
Assets and Liabilities, the Debtor lists accounts receivable in
the amount of $2,363,029.  According to a Balance Sheet as of
March 31, 2005, provided by the Debtor, the Debtor and its
Operating Affiliates had combined accounts receivable in the
approximate amount of $17,844,288.

The Debtor has informed the Committee and Wachovia that 70% of its
accounts receivable is related to Medicare and Medicaid.

Since the Debtor and the Operating Affiliates' accounts receivable
constitute such a significant asset, Wachovia and the Committee
want to verify:

   (a) the validity and accuracy of the Debtor and the Operating
       Affiliates' accounts receivable,

   (b) the process by which the Debtor and the Operating
       Affiliates book Medicare receivables, and

   (c) the percentage of accounts receivable related to transport
       of dialysis patients.

Before filing for bankruptcy protection, the Debtor became the
subject of several investigations by:

   * the U.S. Attorney's Office for the Eastern District of Texas,
   * the Federal Bureau of Investigations, and
   * the Texas Attorney General's Medicaid Fraud Control Unit.

The investigations primarily focus on invoices for transport of
dialysis patients the Debtor and Operating Affiliates submitted to
Medicare.  The investigations are ongoing.

The Committee and Wachovia selected Arthur because of his
experience financial accounting and auditing experience.  Chen is
a consultant that works with, and under the direction of, Arthur.
Chen has extensive experience in the healthcare industry
specifically related to Medicare and Medicaid issues.

Harris W. Arthur and Peggy Chen will:

   (a) audit the amount of the accounts receivable of the Debtor
       and Operating Affiliates to determine their validity and
       turnover,

   (b) audit the process by which the Debtor and the Operating
       Affiliates book Medicare receivables,

   (c) determine the percentage of the Debtor and Operating
       Affiliates' accounts receivable that is related to the
       transport of dialysis patients,

   (d) prepare appropriate reports for the Committee and
       Wachovia regarding the audits, and

   (e) provide testimony and evidence on behalf of the Committee
       and Wachovia regarding the audits, as necessary.

Mr. Arthur and Ms. Chen disclose their current hourly rates:

      Professional                  Hourly Rate
      ------------                  -----------
      Harris W. Arthur                 $125
      Peggy Chen                       $100

The collective fees and expenses of Arthur and Chen will be capped
at $10,000.  Wachovia has agreed to pay 50% of fees billed by
Arthur and Chen, up to a maximum of $5,000.  The Professional Fee
Carve-out will pay the remaining 50%, up to a maximum of $5,000,
for Committee professionals as described in the Cash Collateral
Order previously approved by the Bankruptcy Court.

The Committee of Unsecured Creditors and Wachovia Bank, N.A.,
believe that Harris W. Arthur, PLLC, CPA, and Peggy Chen, CPA, are
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/--  
is one of the largest providers of emergency medical services in
Texas with over 120,000 ambulance responses annually.  Goldstar
filed for chapter 11 protection on April 25, 2005 (Bankr. S.D.
Tex. Case No. 05-36446).  Goldstar staffs Mobile Intensive Care
capable ambulances, which are supplied and stocked with the most
technologically advanced equipment available such as automatic
vehicle locators, electronic data collection devices, Zoll
Biphasic M series monitors and a litney of other premier medical
products.  Edward L Rothberg, Esq., and Melissa Anne Haselden,
Esq., at Weycer Kaplan Pulaski & Zuber represent the Debtor in its
restructuring efforts.  When the Company filed for chapter 11
protection, it estimated between $10 million to $50 million in
total assets and debts.


GREAT LAKES: Moody's Pares $400MM Sr. Unsec. Notes' Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service raised the ratings of Crompton
Corporation (Crompton -- Long-term Corporate Family Rating was
raised to Ba1 from the current Ba3).  In addition, Great Lakes
Chemical Corporation's unsecured ratings were lowered to Ba1 from
A3.

The upgrade of the Crompton ratings reflects the likely benefit
from the improvement in the combined company's financial profile.
The initial credit profile of the combined company is likely to be
materially stronger than Crompton's current financial profile on a
stand alone basis.

The downgrade of the GLK ratings reflect that the combined credit
profile will be materially weaker than expected when Moody's
placed the Great Lakes ratings under review in November of 2004.
That the majority of the ratings are moved to the same Ba1 level
reflect both the unsecured nature of the new bank agreement and
the efforts by management to provide parent and subsidiary
guarantees such that all debt is currently effectively in the same
position in a default scenario.

Moody's notes that in such a scenario the banks will likely
initially benefit from the presence of a springing equity pledge
tied to ratings downgrades that may also be provided to public
debt holders albeit in a staggered fashion.  The potential rating
actions are prompted by the merger of Crompton and GLK expected to
take place on July 1st, 2005.  Upon completion of the merger the
new combined company will be known as Chemtura Corporation.

Ratings upgraded:

   Crompton Corporation:

      * Senior Unsecured Notes due 2012, $375 million -- raised
        to Ba1 from B1

      * Senior Unsecured Floating Rate Notes due 2010,
        $225 million -- raised to Ba1 from B1

      * Senior Secured Notes, $260 million due 2023 and 2026
        -- raised to Ba1 from Ba3

      * Senior Unsecured Notes, $10 million due 2006 -- raised to
        Ba1 from B1

      * Long term Corporate Family Rating -- raised to Ba1
        from Ba3

      * Issuer Rating -- raised to Ba2 from B1

Ratings downgraded:

   Great Lakes Chemical Corporation:

      * Senior Unsecured Notes, $400 million due 2009 lowered
        to Ba1 from A3

Ratings to be withdrawn:

   Crompton Corporation:

      -- Guaranteed Secured Credit Facility due 2009,
         $220 million -- Ba2

      -- Pollution Control Revenue Bonds, $10 million due 2023
         -- B1

   Great Lakes Chemical Corporation:

      -- Senior Unsecured Shelf (P) A3
      -- Subordinated Shelf (P) Baa1
      -- Commercial paper at Prime-2

Even with the benefit of a stock for stock merger, debt at the
combined company, subsequent to the transaction, would be over
$1.3 billion unadjusted for leases and pensions.  Lease and
pension adjustments could increase debt by as much as $350
million.  Moody's notes, that while this merger will more than
double Great Lakes' revenue base it will also potentially triple
Great Lakes' total debt.  The combined company will also have
substantial cash balances approaching $300 million.  Nevertheless,
the merger will result in a significant deterioration in Great
Lakes credit metrics.

The combined company had pro-forma 2004 revenues and EBITDA (as
estimated by Moody's and EBITDA adjusted for one time charges) of
$4.2 billion and approximately $400 million, respectively.  Total
debt, the majority of which is contributed by Crompton, is about
$1.3 billion.  The Ba1 ratings also reflect Moody's belief that
the combined company can generate upwards of $450 million
operating profit in 2005 and 2006, excluding expenses related to
the integration, and that EBIT to interest will remain in excess
of 3.5 times on pro forma basis.  Furthermore, based on Moody's
analysis Chemtura should be able to generate credit metrics that
support the Ba1 rating, including retained cash flow to total debt
in the high teens on a pro forma basis.  RCF is defined as net
income plus depreciation and amortization minus dividends and
adjusted for non cash items.

Further, the company expects to realize material synergies, over a
three year plan, through the integration and optimization of its
operations; these synergies may be above the $95 million
originally projected and the increase is largely a function of
improved assumptions on supply chain savings including procurement
and logistics savings.  While many of the product lines are
complimentary, particularly in plastic additives, Moody's also
noted that there is only partial operational overlap between the
companies, which may limit the initial synergies.

Moreover, Moody's is concerned that integration implementation for
this transaction may be challenging, due, in part, to the weak
financial performance of both companies over the past few years
combined with more recent successful cost saving restructuring
efforts at both companies.  Finally, Moody's believes that
negotiating procurement savings, a portion of the supply chain
savings, in a rising raw material cost environment may also have
its challenges.

The proposed ratings also derive support from Chemtura's new
$600 million guaranteed unsecured revolver that is expected to be
essentially undrawn and its significant pro forma cash balance
which would have been in excess of $350 million as of December 31,
2004.  The equalization of the debt ratings at Ba1 is primarily a
function of the unsecured nature of the new bank agreement and the
efforts by management to insure that the public debt and the bank
facilities currently have essentially the same guarantee
provisions.  Moody's notes that the guarantee provisions in the
bank agreement do provide for a "springing" security package in
the event that debt ratings were to fall to the equivalent of Ba2
or lower by a rating agency.

It is Moody's understanding that if this security feature were to
be enacted the other public debt may benefit from such security
but it would occur in a staggered fashion with some bonds gaining
security and those gains triggering the granting of security to
other indentures.  Moody's notes that the security is made up of
pledges of stock which Moody's feels has less material benefit
than a pledge of assets.

Finally, in the event that the notes due in 2010 and 2012 are
called or redeemed management will have the option under the
supplemental indentures to release the guarantees provided to
other public debt holders.  If such a release were to occur at
that time Moody's would reevaluate the notching dynamics and the
ratings on un-guaranteed debt could well be notched lower.

The stable outlook reflects Moody's expectation that the company
will generate at least $350 - $400 million of RCF in 2005 and
2006, and that it will sustain or increase the current volume of
business.  The ratings could be upgraded or outlook moved to
positive if stronger than expected demand or a further reduction
in contingent liabilities results in sustainable annual RCF to
adjusted debt in excess of 20%.  Conversely, the ratings or
outlook could be lowered if there is a reversal in recent positive
trends that results in adjusted debt to EBITDA exceeding 3.5 times
or RCF to debt materially less than 20% over the next 24 months.

Headquartered in Middlebury, Connecticut, Crompton manufactures a
variety of:

   * polymer and rubber additives,
   * castable urethane pre-polymers,
   * ethylene propylene diene monomer,
   * extruders, and
   * crop protection chemicals.

Great Lakes Chemical Corporation, headquartered in Indianapolis,
Indiana, is a leading supplier of:

   * brominated flame-retardants,
   * recreational water treatment chemicals, and
   * brominated/fluorinated specialty chemicals.

Great Lakes reported revenues of $1.6 billion for 2004.


GREEN TREE: Moody's Reviews Class A Cert.'s Rating & May Downgrade
------------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade a certificate from a transaction, issued by Green Tree
Home Improvement Loans. The transaction is backed by home
improvement loans.

The review was prompted by the the level of losses which is higher
than expected.

Complete rating action is as follows:

Issuer: Green Tree Home Improvement Loans

Review for Downgrade:

Series 1996-B; Class A, current rating Ba3, under review for
possible downgrade


GREYHOUND LINES: To Redeem 8.5% Convertible Debentures Due 2007
---------------------------------------------------------------
Greyhound Lines, Inc., a wholly owned subsidiary of Laidlaw
International, Inc. (NYSE:LI), intends to redeem in full any and
all of its 8.5% convertible debentures due 2007 in conjunction
with Laidlaw International's comprehensive plan to recapitalize
its balance sheet.

The debentures will be redeemed at 100% of their principal
amount, with accrued interest to the redemption date.  Greyhound
expects to redeem the debentures at open of business on July 21,
2005.  Holders may convert the debentures at a rate of $525.27
per $1,000 principal amount of debentures until the close of
business on July 20, 2005, or one business day before the
redemption date.

Holders may receive the redemption price on the debentures
only by presenting and surrendering the debentures in the
following manner:

      Mail:                           Hand or Overnight Delivery:
      -----                           ---------------------------
      U.S. Bank N.A.                  U.S. Bank N.A.
      Corporate Trust Services        Corporate Trust Services
      P. O. Box 64111                 60 Livingston Avenue
      St. Paul, MN 55164-0111         1st Floor - Bond Drop Window
      1-800-924-6802                  St. Paul, MN 55107

This announcement is not a notice of redemption for the Greyhound
debentures or any other security.

Greyhound is the largest North American provider of intercity bus
transportation, providing 19,000 daily departures across the
continent.  The company also provides Greyhound PackageXpress in
the United States and Greyhound Courier Service in Canada, as well
as Greyhound Travel Services including vacation packages,
charters, sightseeing and shore services.  In the U.S., for fare
and schedule information and to buy tickets, call 1-800-231-2222
or visit the Web site at http://www.greyhound.com/. In Canada,
for fare and schedule information, call 1-800-661-8747 or visit
the Web site at http://www.greyhound.ca/

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

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

                         *     *     *

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

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

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


HAWAIIAN HOLDINGS: Shareholders Meet Tomorrow in Honolulu
---------------------------------------------------------
Hawaiian Holdings, Inc., will hold its annual meeting of
stockholders at The Hawaii Prince Hotel Waikiki, 100 Holomoana
Street, Honolulu, Hawaii, tomorrow, July 7, 2005, at 10:00 AM,
local time to consider and act on these matters:

     1. the amendment of the Company's charter to increase the
        number of authorized shares of capital stock from
        62 million shares to 120 million shares.

     2. the approval of the convertible feature of a new issuance
        of Series B subordinated convertible notes issued to
        members of RC Aviation, LLC;

     3. The approval of the 2005 Stock Incentive Plan; and

     4. The election of seven directors to serve for one-year
        terms and until their successors are duly elected and
        qualified.

                  Increase of Authorized Shares

Of the proposed 120,000,000 total shares, 118,000,000 will be
designated as common stock and 2,000,000 will be designated as
preferred stock.

As of May 20, 2005, 30,751,227 shares of Common Stock were issued
and outstanding, 1,514,003 shares were reserved for issuance upon
the conversion of outstanding shares of the Special Preferred
Stock and stock options and 1,629,500 shares were reserved for
future grants under the Company's existing stock option and
incentive plans.  Therefore, of the 60,000,000 shares of Common
Stock currently authorized by the Certificate of Incorporation,
approximately 26,105,270 shares of Common Stock are presently
available for general corporate purposes. As of May 20, 2005, one
share each of the Series B Special Preferred Stock, the Series C
Special Preferred Stock and the Series D Special Preferred Stock
was issued and outstanding. As of June 2, 2005, 200 shares of the
Series E Preferred Stock had been authorized for issuance.

On the consummation of the Joint Plan of Reorganization, the
company issued:

   * approximately 14,143,000 shares of Common Stock to creditors
     of Hawaiian in satisfaction of certain claims; and

   * Series A Subordinated Convertible Notes convertible into
     8,933,000 shares of Common Stock.

The Company also issued Series B Subordinated Convertible Notes
convertible into 4,860,000 shares of Common Stock.  In addition,
the Company need to have reserved for issuance 6,856,000 shares
issuable upon the exercise of the Warrant.  The Warrant is not
initially exercisable for Common Stock because the Company does
not have a sufficient number of authorized shares of Common Stock
unless and until it receives stockholder approval of the
Amendment.

The Series B Subordinated Convertible Notes are not convertible
into Common Stock unless and until the Company receives
stockholder approval of both the Amendment and the convertibility
feature of the Series B Subordinated Convertible Notes described
in Proposal No. 2 hereof.  Therefore, the Company do not have
sufficient shares of Common Stock available for any other purpose,
including the exchange of the Warrant for the Common Stock Warrant
in the RC Aviation, LLC Transactions.  In addition, if the 2005
Stock Incentive Plan is approved, the Company will need to have
reserved an aggregate of 8,000,000 shares of Common Stock for the
issuance of grants thereunder inclusive of 1,629,500 shares, which
are available under the existing plan.

             Series B Subordinated Convertible Notes

The Company issued Series B Subordinated Convertible Notes to
members of RC Aviation, which form a portion of the financing for
the Joint Plan.  The terms of the Series B Subordinated
Convertible Notes provide that they will be convertible into
4,860,000 shares of Common Stock on or after the first anniversary
of the issuance date at an initial conversion price of $4.35 per
share.

Pursuant to AMEX regulations, stockholders must approve the
convertibility feature of the Series B Subordinated Convertible
Notes for the following reasons.  AMEX requires stockholder
approval for any transaction involving the sale, issuance or
potential issuance by a listed company of common stock (or
securities convertible into common stock) equal to 20% or more of
presently outstanding stock for less than the greater of book or
market value of the stock.  The Series A Subordinated Convertible
Notes are convertible into 8,933,000 shares of Common Stock which
constitutes 19.9% of the outstanding Common Stock on the Effective
Date, after giving effect to the 14,143,000 shares of Common Stock
issued on the Effective Date in exchange for certain bankruptcy
(aircraft leasing) claims against Hawaiian.  The 4,860,000 shares
issuable upon conversion of the Series B Subordinated Convertible
Notes would cause the Company to exceed the 20% limitation.

The Series B Subordinated Convertible Notes conversion price of
$4.35 per share represents a discount of 15% based upon a volume-
weighted average market price of the Company's Common Stock from
May 2, 2005 through May 18, 2005, the date as of which the price
was negotiated with the independent directors of the Company's
board.  Therefore, the Company must have stockholder approval of
the convertibility feature of the Series B Subordinated
Convertible Notes.  In order for the convertibility feature of the
Series B Subordinated Convertible Notes to become effective,
stockholders must also approve the Amendment to increase the
number of authorized shares of capital stock.

The conversion price of the Series B Subordinated Convertible
Notes was the product of negotiation between RC Aviation and
representatives of the Special Committee, consisting of the
independent members of the Board.

The Special Committee has received fairness opinions from each of
Houlihan Smith & Company and Imperial Capital LLC.

A full text copy of Houlihan's opinion is available for free at:

  http://bankrupt.com/misc/HawaiianHoldingsHoulihanOpinion.doc

A full text copy of Imperial's opinion is available for free at:

  http://bankrupt.com/misc/HawaiianHoldingsImperialOpinion.doc

                    2005 Stock Incentive Plan

On April 27, 2005, the Board of Directors adopted the 2005 Stock
Incentive Plan.

The Board of Directors adopted the Plan, rather than continuing to
issue stock-based awards under the 1996 Stock Incentive Plan and
the 1996 Nonemployee Director Stock Option Plan, because the
Existing Plans will expire in 2006 and there are only 1,629,500
shares of Common Stock available for issuance under the Existing
Plans.  In addition, the 1994 Stock Option Plan, pursuant to which
grants of stock options were made to officers and key employees of
the Company, expired by its terms on September 12, 2004.  The
Board of Directors believes that, like the Existing Plans, the
Plan will further the interests of the Company and its
stockholders by providing long-term performance incentives to
those employees, non-employee directors, contractors and
consultants of the Company who are largely responsible for the
management, growth and protection of its business.  The Plan will
allow for the issuance of 8,000,000 shares of Common Stock, which
includes the 1,629,500 shares to be rolled over from the Existing
Plans and 6,370,500 additional shares of Common Stock.  Upon the
approval of Proposal No. 3, the Existing Plans will be superceded
by the Plan.  The affirmative vote of a majority of the shares of
Common Stock and Special Preferred Stock present at the Annual
Meeting, in person or by proxy, is necessary for the approval of
the Plan, which includes the rollover of 1,629,500 shares of
Common Stock from the Existing Plans and the Additional Shares.
Unless such vote is received, the Plan will not become effective.
In addition, the approval of the Amendment to increase the number
of authorized shares of the Company's capital stock described in
Proposal No. 1 hereof is necessary for the Plan to become
effective and to include the Additional Shares contemplated for
issuance

A copy of the Stock Incentive Plan is available for free at:

   http://bankrupt.com/misc/HawaiianHoldingsStockIncentive.doc

                    Election of Board Members

The Board of Directors currently consists of seven directors, four
of whom are independent directors.  The Board of Directors has
affirmatively determined that:

   * Gregory S. Anderson,
   * Mr. Bert T. Kobayashi, Jr.,
   * Mr. Donald J. Carty, and
   * Admiral Thomas B. Fargo

are independent as defined by the listing standards of the AMEX,
the PCX and the applicable rules of the Securities and Exchange
Commission.  On the effective date of the Debtors' chapter 11
Plan, Mark Dunkerley, who has been the President and Chief
Operating Officer of Hawaiian, was appointed to the Board of
Directors.

Seven directors will be elected at the Annual Meeting to serve for
one-year terms and until their successors are elected and
qualified.  On the recommendation of the Governance and Nominating
Committee, the Board of Directors has nominated:

   * Mr. Hershfield,
   * Mr. Jenson,
   * Mr. Anderson,
   * Mr. Kobayashi,
   * Mr. Carty,
   * Admiral Fargo and
   * Mr. Dunkerley

for election to the Board at the Annual Meeting.  All of the
nominees, are currently members of the Board of Directors.

Information regarding the nominees is available for free at:

  http://bankrupt.com/misc/HawaiianHoldingsDirectorNominees.doc

Only stockholders of record of Hawiian Holdings' outstanding
common stock and special preferred stock at the close of business
on June 2, 2005, the record date, will be entitled to vote at the
Annual Meeting.

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


HAYES LEMMERZ: Three Officers Sell 7,732 Shares of Common Stock
---------------------------------------------------------------
On June 6, 2005, three officers of Hayes Lemmerz International,
Inc., disposed of 7,732 shares of common stock at $6.4239 per
share.

                                                 Securities
     Name                   Position             Disposed
     -------                ----------           ----------
     Brian J. Oloughlin     VP - Info.
                            Technology & CIO        1,232

     Scott T. Harrison      VP for Suspension       4,944

     Edward Kopkowski       VP, Pres. NA Wheel
                            & Comm Hwy              1,556

Messrs. Oloughlin, Harrison and Kopkowski had zero securities
after the transaction.

On June 16, 2005, Mr. Oloughlin acquired 1,000 shares of HLI
Common Stock at $7.0499 per share.  Mr. Harrison purchased 100
shares at $6.9999 and another 3,400 at $7.

Mr. Harrison therefore beneficially owns 3,500 shares of HLI
Common Stock after the transaction while Mr. Oloughlin owns 1,000
shares.

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).


HEALTHESSENTIALS SOLUTIONS: Has Until Oct. 31 to File Ch. 11 Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky,
Louisville Division, extended the time within which
HealthEssentials Solutions, Inc., and its debtor-affiliates have
the exclusive right to file a chapter 11 plan through Oct. 31,
2005.  The Debtors have until Dec. 30, 2005, to solicit
acceptances of that plan.

The extension will afford the Debtors sufficient time to continue
to:

   -- evaluate their reorganization alternatives;

   -- determine the appropriate course of action with respect to
      any ongoing litigation; and

   -- determine the value of assets available for distribution so
      that the Debtors can formulate and negotiate acceptable
      plans of reorganization.

The Debtors tell the Court that they need more time to sell their
home health businesses before they can file a plan of
reorganization.  The Debtors employed Scott Philipps as Executive
Officer, Timothy Hughes as Restructuring Officer and Derek Pierce
as Executive Officer from Alvarez & Marsal, LLC, to market and
sell the home health business.

Headquartered in Louisville, Kentucky, HealthEssentials Solutions,
Inc. -- http://www.healthessentialsinc.com/-- provides primary
care services to elderly patients.  The Company, along with eight
subsidiaries, filed for chapter 11 protection on March 1, 2005
(Bankr. W.D. Ky. Case No. 05-31218 through 05-31226).  Douglas L.
Lutz, Esq., and Ronald E. Gold, Esq., at Frost Brown Todd LLC,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$35,384,953 in total assets and $40,785,376 in total debts.


HEALTHESSENTIALS: Taps Practical Healthcare as Coding Auditor
-------------------------------------------------------------
HealhEssentials SOlutions, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Kentucky,
Louisville Division, for authority to employ Practical Healthcare
Solutions, LLC, to perform certain auditing services, nunc pro
tunc to June 21, 2005.

The Court entered a Final DIP Financing Order requiring the
Debtors to obtain Court approval of the sale of their home health
business no later than Aug. 31, 2005, to avoid triggering a
default under the DIP Financing Order.  The Debtors tell the Court
that they are in the process of soliciting qualified bids for
their home health businesses pursuant to Section 363 of the
Bankruptcy Code.  Practical Healthcare will conduct a record
coding audit of Best Choice Home Health, the Debtor's home health
division.  This audit is intended to:

     (i) ensure that the operating offices of Best Choice are
         accurately coding the services being provided to
         patients;

    (ii) ensure that the coding function is carried out
         consistently with third party regulations; and

   (iii) identify any missed billing opportunities which could
         result in revenue enhancement for the Debtors.

Practical Healthcare's professional fees will range from $17,000
to $22,000.  The range in fees is based upon the uncertainty
related to the quality of records which will be provided to
Practical Healthcare for review and the logistics which will be
required to complete the audit in the allotted timeframe.

To the best of the Debtors' knowledge, Practical Healthcare
doesn't hold any interest adverse to the Debtors, their estates or
their creditors.

In light of the urgency of the relief requested, the Debtors ask
the Court to conduct a hearing today, July 6, 2005, at 10 a.m.

Headquartered in Louisville, Kentucky, HealthEssentials Solutions,
Inc. -- http://www.healthessentialsinc.com/-- provides primary
care services to elderly patients.  The Company, along with eight
subsidiaries, filed for chapter 11 protection on March 1, 2005
(Bankr. W.D. Ky. Case No. 05-31218 through 05-31226).  Douglas L.
Lutz, Esq., and Ronald E. Gold, Esq., at Frost Brown Todd LLC,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$35,384,953 in total assets and $40,785,376 in total debts.


INTERSTATE BAKERIES: 333 Creditors Sell $22.2 Million of Claims
---------------------------------------------------------------
From February 1 to February 23, 2005, the Clerk of the Bankruptcy
Court recorded 333 claim transfers to:

(a) Debt Acquisition Company of America V, LLC

           Creditor                           Claim Amount
           --------                           ------------
           A-1 Yard Care                              $200
           ABC Lock & Glass, Inc.                       77
           AB Spring Service, Inc.                     553
           Accurate Locksmith, Inc.                     94
           Advanced ANR Systems, Inc.                   69
           Ahearn Plumbing & Heating, Inc.             132
           Airgas Mid South, Inc.                      379
           Air King Heating & Air Conditioning          55
           AJ Speer Speedway Lawn Care                 520
           Al Deangelo                               1,225
           All Seasons Service Network                  34
           A Pane in the Glass & Mirror                897
           ARS Service Express                         721
           Atlanta Freightliner                        107
           Autumataun Produce Co., Inc.                390
           Baker's Lock & Key Service                  942
           Beck's Radiator Service                     156
           Best Pest Control Co.                        80
           Big Sky Linen Service                       155
           Billings Truck Center                       643
           Bi-State Sterling Truck                     194
           Bixby Telephone Company                      98
           Boonville Auto Supply, Inc.                 342
           Bradham Heating & Air Conditioning           73
           Brand New Day                               165
           BRJ Janitorial Service                      450
           Brooks Flowers & Gifts                       79
           Bruce Milliken                              370
           Bugmaster, Inc.                              90
           Burd Ford                                   136
           California Gardening Service                757
           Callie Miller                               345
           Cars Unlimited                              445
           Cascade Quality Water                        71
           Cedar Cross Overhead Door                    51
           Cen-Tex Fleet Care Service                  216
           Century Lighting                            200
           CH Wright Dist., Corp.                      418
           Cirrito Mechanical LLC                       74
           CI Q-153494_39S041                          146
           Citicapital Trailer Rental Inc.              50
           Clear Channel                             2,500
           Clear Vista Window Cleaning                 110
           Cmon Inn-Missoula                           138
           Collingwood Water Co., Inc.                  71
           Colonial Tire Distributors, Inc.          3,086
           Commercial Pest Mgmt., LLC                  130
           Continental Linen Services                  129
           Country Fresh Foods                       1,095
           Crestwood Flowers, Inc.-Intebl              283
           CR Fireline, Inc.                            69
           Danny Edwards Famous City BBQ               209
           Dan Schrader                                285
           Data Medics                                 367
           Dewey Pest Control                          500
           Dick Davis                                  100
           Drive Train Specialists of Tulsa             93
           Duncan's Janitorial Service                 175
           EJ Williams & Sons                          219
           El Dorado Dairy                           2,008
           Engineered Cold Systems, Inc.               126
           Emed Company, Inc.                          379
           Eneco, Inc.                                  90
           Evans Electric Motor Center, Inc.           170
           Fairway Lawn & Landscape                    360
           Fast Signs                                   77
           First Class Lawns                           243
           Fleming Oil Com., Inc.                       50
           Foster's Professional Cleaning              142
           Frames Pest Control                         261
           Frank Haile & Associates                    475
           Frozen Gourmet, Inc.                        303
           Garage Door Brokers                         140
           GEMCO                                       579
           General Fire & Safety                       116
           Get Noticed Promotions                      319
           Gibson Heating & Air Conditioning           386
           Golden Gate Bridge                           68
           Gordon Erickson                             194
           Grassmaster Lawn Care, Inc.                 130
           Greg Davis d/b/a Procuts Lawn Service       140
           Grocery Basket                              456
           Hampton's Body Shop                          75
           Heartland Inn Coralville                     58
           Helping Hands Main Services                 117
           Hendricks Septic Tank Svc.                  300
           High Reach Repair                           226
           Hi-Tek Auto Repair                          120
           Holden Image, Inc.                          355
           Hoosier Parts                                91
           Igloo Club                                  159
           Independence Fire & Safety                   58
           Indiana Truck Sales & Service, Inc.       1,058
           Innovative Plastics                         484
           Intermountain Cleaning Service, Inc.        345
           Interstate Battery Systems OF               410
           Jamaica Towing, Inc.                        168
           J & J Lawn Service                        2,145
           Jeff's Mobile Glass, Inc.                   415
           Jerry's                                     104
           Johnsons Wrecker Service, Inc.              128
           Johnstone Supply                            425
           K & H Turf & Landscaping Maintenance        385
           Lakeside Beverages                          583
           Lampton Welding Supply Co.                  154
           Mac Tools Distributor                       293
           McCain Auto Supply                          123
           MCM Business Systems                        176
           Miracle Auto Painting & Body Repair         600
           Monday's Janitorial Svc.                    289
           Morning Glory Dairy                         676
           Mr. Dee's Cold Storage                      428
           Mr. Fix-It, Inc.                             60
           New England Communications, Inc.            717
           Our Friends Company                         269
           Ozark Fire Extinguisher, Co.                236
           Permanent Epoxy Products                  1,000
           Philip Olsen MD                             100
           Portland Pump Company                       930
           Pro Auto                                     67
           Quality Glass Service, Inc.                 487
           Rochester Pest Management                    53
           Sacramento Autoglass & Mirror               400
           Service Glass Company of Huntington         242
           Servicemaster by Horell                      75
           Smith Welding Supply & Equipment Co.         90
           Sparks Alternator & Starter                 658
           South Community Times & Seymour             200
           Stanley Pest Control                         60
           Star Truck Rentals                          154
           Stuver Auto Spring Company                  724
           Surge Clutch & Driveline Co.                192
           Sunshine Mobile Wash & Detail               140
           Sunshine Services TKU, Inc.                 210
           Tackla & Associates                         502
           Tender Lawn Care Service                    206
           The Morning Journal                         699
           Thompsons Point                             396
           Titus-Will                                  288
           TNT Insured Towing, LLC                     100
           TNT Lawncare                                165
           Toledo Radiator                             974
           Tornado Tile Maintenance                    350
           Transmission Exchange Co.                   230
           Trisignal Intergration, Inc.                120
           Turnbull, Inc.                              172
           USI, Inc.                                    88
           Utah Overhead Door                          320
           Utica Mack, Inc.                            424
           Value Line Maintenance                      450
           Valley Couriers, Inc.                        70
           Varner Bros., Inc. 100209                    86
           Varner Bros., Inc. 101949                   134
           Vinces Wrecker Service                       91
           Watermatic Irrigation Company               230
           Waterworks Irrigation                        50
           Weider's Pro Hardware 1                      53
           Weymouth Service Center                      75
           William Lynch Co., Inc.                     119

(b) Fair Harbor Capital, LLC

           Creditor                           Claim Amount
           --------                           ------------
           Central Vermont Public Svc. Corp.        $1,676
           Cintas Corp.                              2,175
           City Water Light & Power                  1,570
           Holiday Inn Express                       1,243
           J & J Lawn Service                        2,145
           JMC                                       7,090
           Justin A. Daughtery                       2,630
           Loss Detection, Inc.                      2,193
           Permanent Epoxy Products                  1,000
           Preferred Landscaping                     1,950
           Prov. St. Joseph Occupatn'l Health       16,409
           Sean Trickett                             1,193
           Security Armored Car Service Inc.         1,520
           St. Luke's Regional Medical Center        1,409
           Technocom Business Systems                1,374
           Teletrac, Inc.                            1,748

(c) Halcyon Fund, L.P.

           Creditor                           Claim Amount
           --------                           ------------
           AANT Termite & Pest Control, Inc.        $5,595
           Abest Scale Repair & Service, Inc.        1,500
           Appleone Employment                      12,680
           Ameri-Clean Services, Inc.                1,785
           Barcelona Nut Co., Inc.                   1,547
           Beaver County Times                       1,877
           Claude Neon Federal Signs, Inc.           2,223
           Clearwater Environmental                  5,957
           Custom Design Uniforms Co.                3,965
           J & A Mechanical                          8,942
           Joe Fazios Bakery                        17,607
           Killian Tire Service, LLC                14,452
           Klik-Lok Woodman                          7,981
           Laconte Associates                        3,021
           Lubrication Engineers                    20,502
           Middleton & Meads Co., Inc.               2,613
           Mobile Enviro Wash                        3,014
           Para Packaging                           30,781
           Shield Security, Inc.                    23,780
           Simkins Industries, Inc.                  7,518
           US Bearings & Drives                      1,764

(d) Harbert Distressed Investment Master Fund, Ltd.

           Creditor                           Claim Amount
           --------                           ------------
           Deutsche Bank Securities, Inc.      $16,547,288

(e) K.S. Capital Partners, L.P.

           Creditor                           Claim Amount
           --------                           ------------
           Athens Baking Company LLC               $87,108
           Verifications, Inc.                     114,860

(f) KS International

           Creditor                           Claim Amount
           --------                           ------------
           Mother Murphy's Labs, Inc.             $478,284
           Victory Box                              55,529

(g) Longacre Master Fund, Ltd.

           Creditor                           Claim Amount
           --------                           ------------
           Abitec Corp. d/b/a Cereform USA        $151,879
           Byrton Dairy Products, Inc.             128,017
           Cornerstone Energy, Inc.                151,633

(h) Madison Liquidity Investors 123, LLC

           Creditor                           Claim Amount
           --------                           ------------
           Aramark Uniform & Career Apparel       $157,794
           Baltimore Spice                           5,868
           Baltimore Spice, Inc.                    36,205
           Glennn National Carriers                 61,082
           Hinkley Spring Water Co.                   1105
           Idaho Pacific Corp.                     120,262
           Idaho Power                               5,714
           Lion Raisin, Inc.                        55,831
           McNaughton-McKay                            513
           Prairie Farms                             1,784
           Prairie Farms Dairy Lima                  1,349
           Sun Publications                            593
           Tom Nehl Truck Co.                       11,071

(i) Madison Liquidity Investors 124, LLC

           Creditor                           Claim Amount
           --------                           ------------
           H & S Bakery, Inc.                      $58,755
           North Pacific Food Products             190,020
           Philidelphia Baking Co.                  23,177

(j) Madison Liquidity Investors 129, LLC

           Creditor                           Claim Amount
           --------                           ------------
           A Line, Inc.                             $2,347
           BCS                                       1,319
           Beaver County Times                       1,877
           BMW Constuction, Inc.                    58,444
           Breaktime Distributing                    6,906
           Callaghan Tire                           44,145
           Cross and Guard, Inc.                     7,432
           Cruise Boiler and Repair Co., Inc.        1,875
           Cummins Mid-America Inc.                 48,654
           Danisco USA, Inc.                       659,497
           Dennis K. Burke, Inc.                    14,920
           Domino Amjet, Inc.                        9,903
           Eastern Paint Industries, Inc.            3,274
           Eberhart Sign & Lighting Co.              2,095
           Ellis Piston Ring                           594
           Fairbanks Scales, Inc.                    3,719
           G&P Heavy Truck Body Works Inc.           3,523
           Greenberg Glusker Fields Claman           5,200
           HR Spinner Corp.                          4,526
           Hudak & Dawson Construction Co.          24,850
           Illinois State Toll Highway Authority    21,496
           Industrial Brush Co., Inc.                1,443
           JMC                                       2,746
           Joe Gay Electrical Centers, Inc.          1,592
           Klik-Lok Woodman                          7,981
           LA Freightliner                           4,190
           Los Angeles Freightliner                 20,355
           Mondial Automotive                        1,947
           Northlich, Inc.                          54,561
           Packaging Service                         9,831
           Puritan Bakery                            4,390
           Upchurch Building Maintenance             2,498
           Rufus E. Johns                            1,517
           Safeguard Business Systems                9,043
           Schreiber Engineering                     2,663
           Snyders Environmental Service            21,750
           Steele and Pryor, Inc.                    2,586
           Southern Rewinding & Sales Inc.           2,227
           Tenable Protective Services               7,302
           The Dayton Parts Co.                      2,061
           Thermo Electron Corp.                     5,464
           Thermo Ramsey                             8,115
           Thompson Biscuit                          5,717
           Thompson Biscuit Co.                        539
           Thompson Controls of Oklahoma             1,775
           Town of Medley Water Department           5,886
           Turner Construction                       1,625
           Valley Fuel Injection, Inc.               1,672
           Val Pak of Southeast Michigan             3,300
           Van Dyne Crotty, Inc.                    38,418
           Van Dyne Crotty Rental, LLC               4,453
           Village of Hodgkins Water Dept.          22,802
           Wagner-Meinert, Inc.                      1,590
           Whelan Security                           8,057

(k) Madison Niche Opportunities, LLC

           Creditor                           Claim Amount
           --------                           ------------
           American Pan Co. d/b/a Durashield       $20,664
           Belshaw Bros.                               678
           Belshaw Bros., Inc.                      15,259
           Campbell Wrapper                         21,914
           Campbell Wrapper Corp.                   21,914
           Carray, Inc. d/b/a Roto Rooter              521
           Columbia Pipe and Supply Co.              1,522
           Dawn Food Products, Inc.                398,493
           Detroit Forming                          48,336
           Don Julio, Inc.                          82,403
           Giulianos Pagano Corp.                   28,696
           Intralox, Inc.                           61,387
           Pan-glo                                 412,456
           Pan-glo Services                         74,174
           Queen City Jobs                           1,340
           R&S of Sacramento                           765
           San Francisco Ice Co.                    11,950
           Southern Clutch                             996
           The Lighthart Corporation                   942
           The Turnover Strauss Group               42,584
           Vanguard Packing, Inc.                  210,488

(l) Revenue Management

           Creditor                           Claim Amount
           --------                           ------------
           Merit Oil                              $115,483
           RD Trucking Septic                       38,921
           Sunoco Home Comfort Services             41,802
           Vanguard Plastics                        31,174

(m) Sierra Liquidity Fund

           Creditor                           Claim Amount
           --------                           ------------
           Bollin Label Systems                    $35,337
           Burlington Hawk Eye                         601
           Bush Refrigeration                          202
           C & B Handyman Service                       80
           Franciscan Occupational Health            1,115
           Interface Security Systems                2,029
           Michaud Distributors                      2,818
           Motor Cargo                              29,690
           Old London Foods, Inc.                   15,893
           Price Chopper                             1,270
           Silhouette Marketing Services             1,353
           Technical Alliance Company                1,547
           The Katz Law Firm                         7,802
           Wire Belt of America                      3,458

(n) Stark Event Trading Ltd.

           Creditor                           Claim Amount
           --------                           ------------
           Mary Ann's Baking Company, Inc.        $184,881
           National Fuel Resources                  40,063
           S. Perfection Fabrication Co., Inc.     276,329
           S. Perfection Fabrication, Inc.             504

(o) The Madison Avenue Capital Group II Trust

           Creditor                           Claim Amount
           --------                           ------------
           William Allen Co.                       $68,976

(p) Trade-Debt.net

           Creditor                           Claim Amount
           --------                           ------------
           Aramark Refreshment Services 6068          $224
           Canvas Glove Corp.                          619
           Days Inn                                    549
           Department of Motor Vehicles                504
           Drain Doctor                                300
           Indiana Chamber of Commerce                 750
           Instantwhip Rochester                       223
           Kansas Cold Storage                         288
           Key Material Handling                       586
           Medtrust, Inc. d/b/a Westside Medical       135
           Pepsi Cola Bottling Company                 503
           Power Train                                 518
           Regional Pest Elimination                   570
           Whiteford Kenworth                          107
           Zee Medical                                 617

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

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


INTERSTATE BAKERIES: Gets Court OK to Employ ARMC as Risk Advisors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
permission to employ Albert Risk Management Consultants as their
loss management and risk management consultants, pursuant to the
terms of a retention agreement dated May 5, 2005.

ARMC is an independent risk management consulting firm that offers
a full range of management consulting services related to risk
identification and assessment, risk financing, insurance program
design and procurement, claims management, contingency planning,
safety and loss control, and vendor evaluation.

A copy of the Agreement is available for free at:

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

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

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


INTERSTATE BAKERIES: Can Walk Away From Elisie Scott Realty Lease
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
authority to reject a March 17, 1995, lease with Elisie Scott
Realty.  The Debtors lease from Elisie Scott Realty property at
94 Pershing Drive, in Derby, Connecticut.

The Debtors wanted to walk away from the Lease effective as of
April 29, 2005.  The Debtors seek to avoid incurring unnecessary
administrative charges for rent and other charges and repair and
restoration of the Premises that provide no tangible benefit to
their estates and will play no part in their future operations.

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

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


IPC ACQUISITION: Moody's Rates Proposed $150 Million Loan at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to IPC Acquisition
Corporation's proposed $50 million senior secured first lien
revolving credit facility and $285 million senior secured first
lien term loan and a B3 rating to its proposed $150 million senior
secured second lien term loan.  Proceeds from the credit
facilities will be used repurchase approximately $210 million of
shares outstanding, tender for existing 11.5% senior subordinated
notes ($165 million), and refinance the existing credit facility
($48 million).

Additionally, Moody's has downgraded IPC's corporate family rating
(formerly known as the senior implied rating) to B2 from B1.  The
ratings broadly reflect IPC's decision to recapitalize the company
by using its free cash flow generating ability to increase
leverage and to repurchase equity.  Pro forma for this
recapitalization transaction, leverage will have more than doubled
(from 2.8x to nearly 6.2x).

Moody's assigned these ratings:

   * $50 million first lien senior secured revolving credit
     facility maturing 2011 -- B2

   * $285 million first lien senior secured term loan maturing
     2012 -- B2

   * $150 million second lien senior secured term loan maturing
     2013 -- B3

Moody's has downgraded the following rating:

   * Corporate family rating -- to B2 from B1

The outlook on all ratings is stable.

The downgrade of the corporate family rating to B2 from B1
reflects the company proposed recapitalization transaction and the
subsequent increase to pro forma leverage.  The B2 senior implied
rating also considers:

   * the company's susceptibility to swings in the global
     financial services markets (from the standpoint of installed
     turrets);

   * customer concentration; and

   * business risk as it pertains IPC's nascent but growing
     Command & Control business.

Additionally, the ratings also reflect IPC's relatively small size
(e.g. revenues of $263 million in 2004), which may reduce its
access to the capital markets.  IPC's ratings benefit, however,
from:

   * high barriers to entry for competitors;

   * high switching costs for the company's customers; and

   * IPC's market leadership position in a small, though highly
     specialized, market.

Additionally, the ratings benefit from IPC's substantial and
growing backlog (from $37 million in 2003 to $93 million in 2005)
driven by:

   * corporate investments in expanding trading operations;
   * increased M&A activities; and
   * disaster recovery investments.

They also benefit from IPC's modest R&D spending (roughly 6% of
revenues) -- though insufficient R&D spending could lead to
technological obscolescence -- and Moody's expectation that EBITDA
margins could improve to over 30% as the Command & Control
business ramps up and the IPC further rationalizes its post-
acquisition cost structure.  Moody's also expects IPC to use free
cash flow to reduce debt and notes that 75% of excess cash flow,
which Moody's presumes will be similarly defined as per the
current amended credit agreement, must be used to prepay the first
lien credit facility and second lien term loan (noting that the
cash sweep will first be offered to first lien creditors).

The stable rating outlook reflects Moody's view that given the
company's cash flow generating ability, ratings are unlikely to
decline over the near term unless triggered by a specific event,
such as an acquisition, which could cause leverage to spike.

Likewise, Moody's does not believe the ratings will improve over
the near term until IPC begins deleveraging.  Longer term, IPC's
ratings would likely benefit if it were to reduce leverage (total
debt to EBITDA) below 4.0x, sustain EBITDA margins above 30% and
generate free cash flow above $50 million per year -- prior to
scheduled debt payments or cash sweeps.  IPC's ratings would
be pressured if its leverage remained above 5.0x for a prolonged
period, or if EBITDA margins fall below the low 20% range
(historically averaging over 28%) leaving only minimal free cash
flow generation to grow the business, compete effectively, and
reduce leverage.

A prolonged, though non-event related, downturn in the financial
services industry could also affect the ratings as it could signal
slower revenue growth (i.e. staffing reductions on financial
service industry trading floors) and inhibit IPC's ability to
reduce leverage.

Lastly, in the event of an IPO, the use of proceeds to reduce debt
or to pursue strategic acquisitions could positively affect the
ratings, while proceeds used to pay a significant dividend or
establish an aggressive dividend policy could negatively impact
the ratings.

While the company has experienced rapid growth in the Command &
Control market by leveraging off its existing Financial Services
business, such growth has come off an extremely small base --
though this base has expanded with the Orbacom acquisition.
Moody's believes, however, that rapid growth in Command & Control
is possible given IPC's ability to leverage off its core
technologies coupled with favorable trends in safety, homeland
security, and defense spending since 9/11.  The Command & Control
market also appears fragmented (IPC's competitors generally have
revenues in the sub-$50 million per annum range) and potentially
ripe for a better capitalized, larger-scale entrant who can offer
a greater breadth of services.  Going forward, Command & Control
revenues will afford the company some degree of revenue
diversification, thereby reducing revenue volatility, though such
diversification is unlikely to become meaningful until 2008 or
2009.

Moody's has not notched the ratings of the first lien credit
facility above the company's corporate family rating since the
first lien debt will comprise 66% of IPC's total debt at closing.
The second lien term loan is rated below that of the first lien
term loan reflecting the former's junior position with respect to
security and guarantees relative to that of the first lien debt.
The proposed first lien credit facility will benefit from a first
priority perfected lien on substantially all assets of the company
and will be guaranteed, on a first lien basis, by all direct and
indirect domestic subsidiaries.  The second lien term loan will be
secured by a second lien on all assets of the company and will be
guaranteed, on a second lien basis, by all direct and indirect
subsidiaries of the company.  At closing, and upon repayment of
existing debt, the credit facilities will effectively constitute
all debt of the company.

IPC Acquisition Corporation, headquartered in New York, NY, is a
global provider of voice communications solutions to enterprises,
primarily in the financial services industry.


JERNBERG INDUSTRIES: Taps Donnelly Penman as Investment Bankers
---------------------------------------------------------------
Jernberg Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois for
permission to employ Donnelly Penman & Partners as their
investment bankers.

Donnelly Penman will:

   a) assist the Debtors in the evaluation of their businesses and
      in the identification and evaluation of sales transaction
      alternatives and strategies, including identifying and
      contacting additional prospective parties to a sale
      transaction of the Debtors' assets;

   b) assist the Debtors in the dissemination of descriptive
      information related to a sales transaction;

   c) assist the Debtors in negotiating with prospective buyers or
      investors and in evaluating and qualifying competing offers,
      including the valuation of any securities or other assets
      offered as part of a sales transaction; and

   d) assist the Debtors and their counsel in negotiating certain
      agreements ancillary to a sales transaction to the extent
      requested by the Debtors;

James C. Penman, a Managing Director at Donnelly Penman, discloses
that the Firm received a non-refundable cash advisory fee of
$50,000.

Mr. Penman reports that Donnelly Penman will be paid with:

   a) a Monthly Advisory Fee of $10,000; and

   b) a minimum Transaction Fee of $300,000 upon the closing of a
      sales transaction of the Debtors' assets, plus a sum equal
      to 5% of the consideration of a transaction that exceeds
      $60,000,000.

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

Headquartered in Chicago, Illinois, Jernberg Industries, Inc., --
http://www.jernberg.com/-- is a press forging company that
manufactures formed and machined products.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 29, 2005
(Bankr. N.D. Ill. Case No. 05-25909).  Jerry L. Switzer, Jr.,
Esq., at Jenner & Block LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $50 million to
$100 million.


JERNBERG INDUSTRIES: Look for Bankruptcy Schedules on Aug. 3
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Jernberg Industries, Inc., and its debtor-affiliates, more
time to file their Schedules of Assets and Liabilities, Statements
of Financial Affairs, Schedules of Secured, Priority and Unsecured
Creditors, Statements of Executory Contracts and Unexpired Leases
and Lists of Equity Security Holders.  The Debtors have until
Aug. 3, 2005, to file those documents.

The Debtors explain that because of the various business
requirements incident to the commencement of their chapter 11
cases, they were unable to assemble, prior to their bankruptcy
filing, all of the information necessary to complete and file the
Schedules and Statements.

The Debtors give the Court three reasons in support of the
extension:

   a) the size and scope of their businesses and the complexity of
      their financial affairs;

   b) completing the Schedules and Statements will require the
      collection, review and assembly of a large quantity of
      information from various locations by their limited staff of
      accounting and legal personnel; and

   c) the 15-day automatic extension of time to file the Schedules
      and Statements after the Petition Date provided for by
      Bankruptcy Rule 1007(c) is not enough for them to complete
      and file those documents within 15 days.

Headquartered in Chicago, Illinois, Jernberg Industries, Inc., --
http://www.jernberg.com/-- is a press forging company that
manufactures formed and machined products.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 29, 2005
(Bankr. N.D. Ill. Case No. 05-25909).  Jerry L. Switzer, Jr.,
Esq., at Jenner & Block LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $50 million to
$100 million.


KAISER ALUMINUM: Liquidation Analysis Under Chapter 11 Plan
-----------------------------------------------------------
Confirmation of Kaiser Aluminum Corporation and its debtor-
affiliates' Plan of Reorganization requires that each holder of a
claim or equity interest either (i) accept the Plan or (ii)
receive or retain under the Plan property of a value, as of the
Effective Date, that is not less than the value that Holder would
receive if the Debtors were liquidated under Chapter 7 of the
Bankruptcy Code.

To determine what Holders of Claims and Equity Interests in each
impaired Class would receive if the Debtors were liquidated under
Chapter 7, the U.S. Bankruptcy Court for the District of Delaware
must determine the dollar amount that would be generated from a
hypothetical liquidation of the Debtors' assets in the context of
a Chapter 7 liquidation case.

The Debtors prepared a liquidation analysis to demonstrate that
their Plan satisfies the "best interest" test.  The Debtors
believe that confirmation of their Plan will provide each Holder
of an Allowed Claim with a recovery that is not less than what the
Holder would receive pursuant to a Chapter 7 liquidation.

The Liquidation Analysis was set based on, among other things, the
Debtors' preliminary unaudited balance sheets as of March 31,
2005.  The Liquidation Analysis assumes that the unaudited balance
sheets are a proxy for the balance sheets that would exist on the
conversion date.

In addition, it is assumed that the costs associated with any
liquidation process for the Canadian assets of Kaiser Aluminum &
Chemical of Canada Limited would be similar to those estimated for
a Chapter 7 liquidation.  No additional provision has been made
for those costs.

                 Hypothetical Liquidation Analysis
                   Kaiser Aluminum Consolidated
       (excluding Kaiser Aluminum & Chemical of Canada Ltd.)
                          (in millions)

Estimation Liquidation
Proceeds:
                            Book     Hypothetical Liquidation
                            Value           Value Range
                            -----   ---------------------------
                                    Recovery (%)      Amount
                                    ------------   ------------
                                    Low    High     Low    High
                                    ----   ----    ----    ----
Cash and equivalents        $23.1  100.0% 100.0%  $23.1   $23.1
Trade accounts receivable   119.7   77.6%  88.6%   93.0   106.1
Other accounts receivable     5.7   40.0%  70.0%    2.3     4.0
Inventory                   105.5   70.6%  90.0%   74.5    94.9
Other current assets         31.6   74.5%  84.6%   23.6    26.8
PP&E                        503.2    8.8%  18.5%   44.1    93.3
Intercompany receivable       8.7    0.0%   0.0%    0.0     0.0
Investments                  62.0   16.1%  32.3%   10.0    20.0
Other long-term assets    1,014.5    0.6%   0.7%    6.1     6.9
                         --------   ----   ----  ------  ------
Total liquidation
    proceeds             $1,874.1   14.8%  20.0% $276.7  $375.0
                         ========   ====   ====  ======  ======

Distribution of
    liquidation proceeds:
Liquidation fees &
    expenses:
    Chapter 7 trustee fees                         ($8.3) ($11.3)
    Chapter 7 professional
       fees                                         (1.9)   (2.6)
    Mechanics/Workmen's
       liens & other
       secured claims                                0.0     0.0
    Operating expenses                             (17.0)  (12.1)
                                                    ----    ----
Total fees and expenses                          ($27.2) ($26.0)
                                                   -----   -----
Net estimated proceeds
    available for
    distribution to
    stakeholders:                                 $249.5  $349.0
                                                  ======  ======
Distribution of
    estimated proceeds:
DIP/Letter of credit
    balance:                                        18.0    18.0
    Recovery amount                                 18.0    18.0
    Claim percentage                               100.0%  100.0%
Proceeds available
    for payment of
    prepetition secured
    claims                                         231.5   331.0
Secured claims                                       4.8     4.8
    Recovery amount                                  4.8     4.8
    Claim percentage                               100.0%  100.0%
Proceeds available for
    payment of
    administrative and
    priority claims
    and retiree medical
    and unsecured claims                           226.6   326.2
Administrative &
    priority claims:                               381.7   381.7
    Recovery amount                                226.6   326.2
    Claim percentage                                59.4%   85.5%
Proceeds available for
    payment of
    unsecured claims                                 0.0     0.0
Unsecured claims                                 4,577.8 4,577.8
    Recovery amount                                  0.0     0.0
    Claim percentage                                 0.0%    0.0%
Proceeds available for
    payment of
    equity interests                                 0.0     0.0


                         Recovery Summary
                          ($ in Millions)

                                    Recovery       Recovery (%)
                                  -----------    --------------
Claims                  Amount    Low    High    Low       High
------                  ------    ----   ----    ----      ----
DIP/Letter of Credit     $18.0  $18.0   $18.0    100.0%  100.0%
Secured Claims             4.8    4.8     4.8    100.0%  100.0%
Administrative and
   Priority Claims       390.2  234.0   334.8     60.0%   85.8%

Unsecured Claims:
   PBGC                  616.0    0.0     2.9      0.0%    0.5%
   Other Unsecured
      Claims           3,961.8    0.0     0.0      0.0%    0.0%

Equity Claims             N/A     0.0     0.0      N/M     N/M

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: Financial Projections Underpinning Reorg. Plan
---------------------------------------------------------------
The Bankruptcy Code permits a plan to be confirmed if it is not
likely to be followed by liquidation or the need for further
financial reorganization.  For purposes of determining whether the
Plan meets this requirement, Kaiser Aluminum Corporation and its
debtor-affiliates have analyzed their ability to meet their
obligations under the Plan.  As part of this analysis, the
Debtors' management developed and prepared certain projections of
the Debtors' financial performance for the nine months ended
September 30, 2005, the Reorganized Debtors for the three months
ended December 31, 2005, and the fiscal years ending December 31,
2006, 2007 and 2008.  The projections include
a pro-forma reorganized balance sheet as of an assumed effective
date of September 30, 2005, including estimated reorganization and
fresh start adjustments.

The financial projections reflect adjustments to goodwill of
$40 million, with a corresponding adjustment in equity to a level
of approximately $355 million, representing the midpoint of the
estimated reorganization equity value.

Based on the projections, the Debtors believe that they will be
able to make all payments required pursuant to the Plan and,
therefore, that confirmation of the Plan -- assumed to occur
during the third quarter of fiscal 2005 -- is not likely to be
followed by liquidation or the need for further reorganization.

              Reorganized Kaiser Aluminum Corporation
       Unaudited Projected Pro Forma Combined Balance Sheets
                          ($ in millions)

                                           Existing KAC
                                           ------------
                                         September 30, 2005
                                         ------------------
                                     Projected         Pro Forma
                                     ---------         ---------
Current assets:
Cash                                       $29               $39
Restricted cash                            666                 0
Trade receivables (net allowance)           81                81
Other receivables                           10                10
Inventory                                   96                96
Prepaid expenses and other assets           24                24
Current assets of disc. operations           0                 0
                                     ---------         ---------
    Total current assets                   906               250
                                     ---------         ---------
PP&E, net                                  214               214
Investments and advances                    15                15
Other assets                               987                62
Long-term assets of disc. operations         0                 0
                                     ---------         ---------
Total assets                            $2,122              $541
                                     =========         =========

Current liabilities:
Accounts payable                           $41               $32
Accrued interest                             1                 1
Accrued salaries and wages                  45                31
Other accrued liabilities                   35                21
Payable to affiliates                       12                12
Disc. operations                             0                 0
                                     ---------         ---------
    Total current liabilities              135                98
                                     ---------         ---------
Credit facility                              0                 0
New term loan                                0                50
Other debt                                   3                 3
Long-term liabilities of disc.
    operations                              26                 0
Other long-term liabilities                 54                36
Liabilities subject to compromise        3,925                 0
                                     ---------         ---------
    Total liabilities                    4,143               186
                                     ---------         ---------
Minority interest                            0                 0
Commitments and contingencies                0                 0
Shareholder's equity:
Common stock and paid-in capital           539               355
Retained earnings                       (2,559)                0
                                     ---------         ---------
   Total equity                         (2,020)              355
                                     ---------         ---------
Total liabilities and equity            $2,122              $541
                                     =========         =========


              Reorganized Kaiser Aluminum Corporation
       Unaudited Projected Pro Forma Combined Balance Sheets
                          ($ in millions)

                                        Reorganized KAC
                                        ---------------
                                          December 31,
                                 -------------------------------
                                 2005     2006     2007     2008
                                 ----     ----     ----     ----
Current assets:
Cash                              $48      $44      $43      $98
Restricted cash                     0        0        0        0
Trade receivables
    (net allowance)                73       87       94       98
Other receivables                   4        4        3        3
Inventory                          94       94       93       92
Prepaid expenses and other
    assets                         23       20       20       21
Current assets of disc.
    operations                      0        0        0        0
                                 ----     ----     ----     ----
    Total current assets          242      250      253      313
                                 ----     ----     ----     ----
PP&E, net                         217      233      270      267
Investments and advances           12       13       11        8
Other assets                       62       61       60       60
Long-term assets of disc.
    operations                      0        0        0        0
                                 ----     ----     ----     ----
Total assets                     $533     $556     $594     $648
                                 ====     ====     ====     ====
Current liabilities:
Accounts payable                  $25      $27      $30      $32
Accrued interest                    1        2        2        2
Accrued salaries and wages         32       27       27       28
Other accrued liabilities          20       22       20       30
Payable to affiliates              12       12       11       11
Disc. operations                    0        0        0        0
                                 ----     ----     ----     ----
    Total current liabilities      90       89       91      102
                                 ----     ----     ----     ----
Credit facility                     0        0        0        0
New term loan                      50       50       50       50
Other debt                          3        3        3        3
Long-term liabilities of disc.
    operations                      0        0        0        0
Other long-term liabilities        36       38       40       42
Liabilities subject to compromise   0        0        0        0
                                 ----     ----     ----     ----
    Total liabilities             179      180      183      197
                                 ----     ----     ----     ----
Minority interest                   0        0        0        0
Commitments and contingencies       0        0        0        0
Shareholder's equity:
Common stock and paid-in
    capital                       355      355      355      355
Retained earnings                  (1)      21       56       96
                                 ----     ----     ----     ----
   Total equity                   354      376      411      451
                                 ----     ----     ----     ----
Total liabilities and equity     $533     $556     $594     $648
                                 ====     ====     ====     ====


              Reorganized Kaiser Aluminum Corporation
            Unaudited Projected Pro Forma Consolidated
                     Statement of Operations
                         ($ in millions)


                                       Nine Months Ended
                                            9/30/05
                           -------------------------------------
                                          Emergence
                           Projected    Adjustments    Pro Forma
                           ---------    -----------    ---------
Revenues:
Fabricated products             $642             $0         $642
Primary aluminum                 100              0          100
Other                             (1)             0           (1)
                           ---------     ----------     --------
    Total                        740              0          740
                           ---------     ----------     --------
Cost of sales:
Fabricated products              564              0          564
Primary aluminum                  89              0           89
WEBA profit sharing                0              0            0
Other                             22              4           27
                           ---------     ----------     --------
    Total                       $675             $4         $679
                           =========     ==========     ========

Gross profit                     $65            ($4)         $61
                           ---------     ----------     --------
Other operating expenses:
Depreciation and
    amortization                 $15              0          $15
Selling, general and
    administrative                33              0           33
Other                              9              0            9
                           ---------     ----------     --------
    Total                        $57             $0          $57
                           =========     ==========     ========

Operating income                  $8            ($4)          $4
                           ---------     ----------     --------
Interest expense (income)
    and def. fin.                 $4             $0           $4
Other expense (income)
    and reorg items               28         (2,371)      (2,343)
Provision for income taxes         6              0            6
Minority interest                  0              0            0
                           ---------     ----------     --------
Net income from continued
    operations                   (31)         2,367        2,336
Net income from
    discontinued operations      394              0          394
                           ---------     ----------     --------
Net income (loss)               $364         $2,367       $2,730
                           =========     ==========     ========


              Reorganized Kaiser Aluminum Corporation
            Unaudited Projected Pro Forma Consolidated
                     Statement of Operations
                         ($ in millions)

                                     Reorganized KAC
                       ----------------------------------------
                       Three Months
                          Ended
                       December 31,   Fiscal Year Ended Dec. 31,
                       ------------   --------------------------
                            2005      2006       2007       2008
                       ------------   ----       ----       ----
Revenues:
Fabricated products            $184   $860       $902       $951
Primary aluminum                 32    128        118        118
Other                            (0)    (0)        (0)        (0)
                       ------------   ----       ----       ----
    Total                      $215   $988     $1,019     $1,069
                       ============   ====       ====       ====

Cost of sales:
Fabricated products            $166   $768       $794       $829
Primary aluminum                 30    122        115        116
WEBA profit sharing               0      2          1         10
Other                            (1)     0          2          0
                       ------------   ----       ----       ----
    Total                      $195   $892       $911       $955
                       ============   ====       ====       ====

Gross profit                    $20    $96       $108       $113
                       ------------   ----       ----       ----
Other operating
expenses:
Depreciation and
    amortization                 $5    $20        $20        $21
Selling, general and
    administrative               10     36         37         38
Other                             2      6          5          5
                       ------------   ----       ----       ----
    Total                       $16    $61        $62        $63
                       ============   ====       ====       ====

Operating income                 $4    $35        $47        $50
                       ------------   ----       ----       ----
Interest expense
    (income) and def.            $2     $6         $7         $6
    fin.
Other expense (income)
    and reorg items               2     (0)        (0)        (1)
Provision for income
    taxes                         1      7          5          5
Minority interest                 0      0          0          0
                       ------------   ----       ----       ----
Net income from
    continued
    operations                   (1)    22         35         40
Net income from
    discontinued
    operations                    0      0          0          0
                       ------------   ----       ----       ----
Net income (loss)               ($1)   $22        $35        $40
                       ============   ====       ====       ====


              Reorganized Kaiser Aluminum Corporation
            Unaudited Projected Pro Forma Consolidated
                     Statement of Cash Flows
                         ($ in millions)

                                      Reorganized KAC
                        ----------------------------------------
                        Three Months
                           Ended
                        December 31,   Fiscal Year Ended Dec. 31,
                        ------------   --------------------------
                             2005      2006       2007       2008
                        ------------   ----       ----       ----
Cash from operations:
Net income to common            ($1)   $22        $35        $40
Dividends                         0      0          0          0
Depreciation and
    amortization                  5     20         20         21
Change in receivables             8    (14)        (6)        (5)
Change in inventory               3     (1)         2          1
Change in other
    receivables &
    prepaid and other
    current assets                6      3         (0)        (0)
Change in trade
    payables                     (7)     2          3          2
Change in accrued &
    other liabilities             0     (3)        (2)        10
Change in long-term
    assets & long-term
    liabilities                   0      3          3          3
Change in restricted
    cash                          0      0          0          0
Cash provided (used by)
    discontinued
    operations                    0      0          0          0
Equity in (income)
    loss of
    unconsolidated
    affiliates,
    net of distributions          3     (0)         2          3
Change in liabilities
    subject to
    compromise                    0      0          0          0
Minority interest                 0      0          0          0
Other                             0      0          0          0
                       ------------   ----       ----       ----
    Cash provided
    (used in) operations         17     32         56         73
                       ------------   ----       ----       ----
Cash from investment:
Capital expenditures             (8)   (36)       (57)       (18)
Asset disposition
    proceeds                      0      0          0          0
Discontinued operations           0      0          0          0
                       ------------   ----       ----       ----
    Cash provided by
    (used in) investment         (8)   (36)       (57)       (18)
                       ------------   ----       ----       ----
Cash from financing:
Issuance (repayment)
    of debt                      (0)    (0)        (0)        (0)
Issuance of common
    equity                        0      0          0          0
Financing fees, net               0      0          0          0
Discontinued operations           0      0          0          0
                       ------------   ----       ----       ----
    Cash provided by
    (used in) financing          (0)    (0)        (0)        (0)
                       ------------   ----       ----       ----
Net cash provided (used)        $9     ($4)       ($2)       $55
                       ============   ====       ====       ====

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)


LAIDLAW INT'L: 96.97% of 10.75% Senior Notes Tendered & Paid Off
----------------------------------------------------------------
Laidlaw International, Inc. (NYSE:LI) accepted for payment and
paid for $391,310,000 principal amount of the outstanding
$403.5 million principal amount of its 10.75% Senior Notes due
2011 pursuant to the terms of its previously announced debt tender
offer and consent solicitation for the Notes, representing
approximately 96.97% of the outstanding Notes.

As part of the pending tender offer for the Notes, Laidlaw
International solicited consents to eliminate substantially all
of the restrictive covenants included in the indenture under
which the Notes were issued.  The supplemental indenture relating
to the Notes containing the proposed changes was executed by
Laidlaw International and the Trustee under the indenture, and
became operative upon Laidlaw International's acceptance for
purchase of and payment for the Notes tendered to date.

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

This announcement is for informational purposes only and is
not an offer to purchase, a solicitation of an offer to purchase
or a solicitation to consent with respect to any of the Notes.
The tender offer is being made solely by means of the Offer to
Purchase and Consent Solicitation dated June 1, 2005, as amended.

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

                         *     *     *

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


LAIDLAW INT'L: Subsidiary to Redeem Convertible Notes on July 21
----------------------------------------------------------------
Greyhound Lines, Inc., a wholly owned subsidiary of Laidlaw
International, Inc. (NYSE:LI), intends to redeem in full any and
all of its 8.5% convertible debentures due 2007 in conjunction
with Laidlaw International's comprehensive plan to recapitalize
its balance sheet.

The debentures will be redeemed at 100% of their principal
amount, with accrued interest to the redemption date.  Greyhound
expects to redeem the debentures at open of business on July 21,
2005.  Holders may convert the debentures at a rate of $525.27
per $1,000 principal amount of debentures until the close of
business on July 20, 2005, or one business day before the
redemption date.

Holders may receive the redemption price on the debentures
only by presenting and surrendering the debentures in the
following manner:

      Mail:                           Hand or Overnight Delivery:
      -----                           ---------------------------
      U.S. Bank N.A.                  U.S. Bank N.A.
      Corporate Trust Services        Corporate Trust Services
      P. O. Box 64111                 60 Livingston Avenue
      St. Paul, MN 55164-0111         1st Floor - Bond Drop Window
      1-800-924-6802                  St. Paul, MN 55107

This announcement is not a notice of redemption for the Greyhound
debentures or any other security.

Greyhound is the largest North American provider of intercity bus
transportation, providing 19,000 daily departures across the
continent.  The company also provides Greyhound PackageXpress in
the United States and Greyhound Courier Service in Canada, as well
as Greyhound Travel Services including vacation packages,
charters, sightseeing and shore services.  In the U.S., for fare
and schedule information and to buy tickets, call 1-800-231-2222
or visit the Web site at http://www.greyhound.com/. In Canada,
for fare and schedule information, call 1-800-661-8747 or visit
the Web site at http://www.greyhound.ca/

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

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

                         *     *     *

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


LANTIS EYEWEAR: Files Second Amended Liquidating Plan
-----------------------------------------------------
Lantis Eyewear Corporation nka Sitnal, Inc., delivered its Second
Amended Liquidating Plan to the U.S. Bankruptcy Court for the
Southern District of New York.  The Plan is co-proposed by Lantis'
Official Committee of Unsecured Creditors.

The Amended Plan did not contain any material changes to the
classification and treatment of creditors' claims and equity
interests.

The Court will convene a hearing on Thursday, July 7, 2005, to
discuss the merits of the Amended Plan.

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

  http://www.researcharchives.com/bin/download?id=050705034217

As reported in the Troubled Company Reporter on March 9, 2005, the
Plan will establish a Creditor Trust on the Effective Date to
hold the Trust Assets for the benefit of Holders of Allowed
General Unsecured Claims pursuant to the terms of the Plan and the
Creditor Trust Agreement.  The Trust Assets consist of cash
proceeds from the Debtor's liquidated Contributable Assets and
Excluded Assets.

The Plan contemplates the appointment by the Official Committee of
Unsecured Creditors of a Creditor Trustee who will manage the
Creditor Trust and who will be authorized to pursue claims
belonging to the Debtor and its estate for the benefit of the
Holders of Allowed General Unsecured Claims.

The Amended Plan groups claims and interests into five classes.

Unimpaired Claims consist of:

   a) Other Secured Claims will receive on the Effective Date
      either:

        (i) the return of the collateral securing its Allowed
            Secured Claim on which the Holder has a senior,
            perfected and indefeasible lien or security interest,
            or

       (ii) retain the liens securing its Claim and will receive
            deferred Cash payments in the total amount of the
            Allowed Secured Claim, or

      (iii) receive the proceeds up to the amount of the Allowed
            Class 1 Claim from the sale or liquidation of the
            collateral on account of which the Holder has a
            senior, perfected and indefeasible lien or security
            interest; and

   b) Non-Tax Priority Claims will receive after the Effective
      Date the amount of those Holder's Allowed Claim in one Cash
      payment, or other different treatment to which the Claimant
      consents.

Impaired Claims consist of:

   a) General Unsecured Claims will receive their Pro Rata Share
      of the beneficial interests in the Creditor, and on each
      Distribution Date, their Pro Rata Share of net Cash derived
      from the liquidated Trust Assets available for distribution
      as provided under the Plan and the Creditor Trust
      Agreement;

   b) Secured Lender's Subordinated Unsecured Claims will retain
      the Subordinated Note on account of their Allowed Claims
      but will not receive any payment or distribution on the
      Subordinated Note or payment or distribution under the Plan
      or the Creditor Trust Agreement until all Allowed Claims
      have been indefeasibly satisfied and paid in full and the
      Creditor Trust has been terminated; and

   c) Equity Interests will be cancelled on the Effective Date
      and those Holders of Equity will not receive or retain any
      property or distributions under the Plan.

Headquartered in New York, Lantis Eyewear Corporation --
http://www.lantiseyewear.com/-- is a leading designer, marketer
and distributor of sunglasses, optical frames and related eyewear
accessories throughout the United States.  The Company filed for
chapter 11 protection on May 25, 2004 (Bankr. S.D.N.Y. Case No.
04-13589).  Jeffrey M. Sponder, Esq., at Riker, Danzig, Scherer,
Hyland & Perretti LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $39,052,000 in total assets and $132,072,000 in total
debts.


LEHMAN ABS: Moody's Reviews Class B-2 Certificates' Junk Rating
---------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade one certificate from a transaction, issued by Lehman ABS
Manufactured Housing Contract Trust.  The transaction is backed by
manufactured housing loans.

The overcollateralization that supported the deal is completely
written down and the most junior class has seen losses writing
down its balance.

Complete rating action is:

Issuer: Lehman ABS Manufactured Housing Contract Trust

Review for Downgrade:

   * Series 2001-B; Class B-2, current rating Caa3, under review
     for possible downgrade


MBNA CORP: Moody's Reviews Pref. Stock's Ba1 Rating & May Upgrade
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Bank of America
Corporation and its subsidiaries (holding company senior at Aa2
and long-term bank deposits at Aa1).  At the same time, Moody's
placed the ratings of MBNA Corporation under review for possible
upgrade (holding company senior at Baa2 and bank deposits at
A3/Prime 2).

The rating action follows the announcement that BAC will acquire
MBNA in a stock and cash transaction that is valued at
$35 billion.  The transaction is expected to close in the fourth
quarter of 2005, pending regulatory and MBNA shareholder approval.

In affirming BAC's ratings, Moody's said that MBNA, reflective of
its dominant affinity card franchise, is the best performing
monoline credit card company.  Moreover, BAC should realize
significant cost savings related to a larger managed card
portfolio.  As a result, BAC will show better consolidated
profitability, although this could be at least partially offset by
the loss of some of MBNA's financial institution affinity
business.  Moody's noted the integration challenges associated
with the MBNA transaction, but highlighted BAC's success so far in
the integration of the Fleet acquisition.  On the other hand,
potential cultural differences cannot be ignored.

In Moody's view, the MBNA acquisition reflects BAC's opportunistic
response to the challenges it faces growing earnings in the mature
banking business.  Historically, BAC has generated much of its
growth through large U.S. bank acquisitions.  However, BAC is
barred from further large bank acquisitions in the US because of
the national 10% deposit ceiling.  Therefore, the company seeks
EPS growth through expansion outside of its traditional retail
banking business and through higher leverage.

BAC's recently announced investment in a Chinese bank as well as
its proposed share buyback in connection with the MBNA transaction
are also examples of this, Moody's noted.  The rating agency said
the opportunistic nature of this strategy creates a degree of
uncertainty over BAC's future business direction.  This
uncertainty, along with pending litigation issues, currently limit
the upside rating potential at BAC, according to Moody's.

On a combined basis, managed card receivables approximate $165
billion, based on year-end 2004 outstandings.  On a year-end 2004
pro forma basis, MBNA contributes 16% of BAC's consolidated
income, but total card income approaches 25% of combined earnings.
BAC's increased reliance on credit card revenues appears to be
more than offset by its lesser dependence on more volatile,
market-sensitive, sources of income.

Moreover, the rating agency stated, continued improvement in BAC's
recurring earnings power without substantially adding to the
company's risk profile could have positive rating consequences.
In placing MBNA's ratings on review for possible upgrade, Moody's
said that if the transaction is completed, the depositors and
other creditors of MBNA should benefit from BAC's larger and more
diversified wholesale and consumer banking franchise.  Moody's
also cited improved funding of MBNA's asset base as a result of
BAC's substantial core deposit base.

This is a partial list of MBNA ratings affected by this action:

MBNA Corporation --

   * Senior unsecured -- Baa2
   * Subordinate MTN -- Baa3
   * Preferred stock -- Ba1
   * Preferred Shelf --(P)Ba1

MBNA America Bank, N.A. --

   * Bank deposits -- A3/P-2
   * Bank financial strength -- C
   * Issuer -- Baa1
   * Senior unsecured -- Baa1
   * Subordinate bank note program -- Baa2
   * ST bank note program -- P-2

Bank of America Corporation, based in Charlotte, N.C., had assets
of $1.2 trillion at March 31, 2005.


MEGO FINANCIAL: Ch. 11 Trustee Hires Sperling to Sue Old Board
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave C. Alan
Bentley, the Chapter 11 Trustee for the estate of Mego Financial
Corp., and its debtor-affiliates, permission to employ Sperling &
Slater as his special counsel.

Sperling & Slater will represent Mr. Bentley in:

   a) litigation relating to the Debtors' Old Board and its
      members;

   b) litigation relating to the bankers, accountants or other
      professionals retained by the Old Board on behalf of
      the Debtors or themselves, provided, however, Sperling will
      not assert claims against Textron or its affiliates,
      including Dorfinco and Land Finance;

   c) litigation relating to the acts and omissions of the Old
      Board and its members, and in transactions engaged in by the
      members of the Old Board or the Debtors under the direction
      of the Old Board; and

   d) litigation relating to claims arising out of the acts or
      omissions of the Old Board, its members, bankers,
      accountants or other professionals, and in potential
      insurance actions that may arise in connection with those
      claims.

Steven C. Florsheim, Esq., a Partner at Sperling & Slater,
discloses that his Firm received a $350,000 retainer.  Mr.
Sperling charges $750 per hour for his services.

Mr. Sperling reports Sperling & Slater's professionals bill:

      Professional      Designation   Hourly Rate
      ------------      -----------   -----------
      Steven Florsheim  Partner       $410
      Adam Merrill      Partner       $335
      Dina Rollman      Associate     $245

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

Headquartered in Henderson, Nevada, Mego Financial Corp. --
http://www.leisureindustries.com/-- is in the business of
vacation time share resorts sales and management industry.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 9, 2003 (Bankr. Nev. Case Nos. 03-52300 through
03-2304).  Stephen R Harris, Esq., at Belding, Harris & Petroni,
Ltd., represents the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$455,179 in assets and $39,319,861 in liabilities.  Its debtor-
affiliates estimated more than $100 million in assets and
liabilities.  C. Alan Bentley is the chapter 11 Trustee for the
Debtors' estates.  Joan C. Wright, Esq., at Allison, Mackenzie,
Russell, Pavlakis, Wright & Fagan, Ltd., represents the chapter 11
Trustee.


MEGO FINANCIAL: Trustee Taps Berman & Norton to Sue Ex-Officers
---------------------------------------------------------------
C. Alan Bentley, the chapter 11 trustee of Mego Financial
Corporation and its debtor-affiliates, asks the U.S. Bankruptcy
Court for the District of Nevada for permission to employ Berman &
Norton Breman as his counsel to pursue litigations against the
Debtors' former officers, directors, professionals and insurers.

Steven M. Berman, Esq., at Berman Norton, will be the chief
litigator in the Debtors' future lawsuits against former insiders.

The Trustee, in consultation with the Official Committee of
Unsecured Creditors, believes that the greatest economic
efficiency for the estates will be for the litigation to be
prosecuted on a contingency fee basis.

The Firm will receive a 40% contingency fee of all recoveries made
on behalf of the estates provided that the total recovered claims
doesn't exceed $1,500,000 for the first 120 days of Berman's
engagement.  If the claims will exceed $1.5 million, Berman will
be paid the greater of:

   1) the actual hourly legal fees incurred during the 120-day
      period; or

   2) 20% of the total claims recovered.

Berman & Norton will be paid 40% of all claims recovered after the
initial 120-day period.

The Trustee discloses it paid the Firm a $300,000 retainer.

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

Headquartered in Henderson, Nevada, Mego Financial Corp.
-- http://www.leisureindustries.com/-- is in the business of
vacation time share resorts sales and management industry.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 9, 2003 (Bankr. Nev. Case Nos. 03-52300 through
03-2304).  Stephen R Harris, Esq., at Belding, Harris & Petroni,
Ltd., represents the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$455,179 in assets and $39,319,861 in liabilities.  Its debtor-
affiliates estimated more than $100 million in assets and
liabilities.


MEGO FINANCIAL: Trustee Employs Shaw Gussis to Recover Transfers
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave C. Alan
Bentley, the Chapter 11 Trustee for the estate of Mego
Financial Corp., and its debtor-affiliates, permission to employ
Shaw Gussis Fishman Glantz Wolfson & Towbin LLC as his special
counsel.

Mr. Bentley explains that he hired Shaw Gussis as his special
counsel for litigation of major preference actions, a lawsuit
regarding certain split-dollar life insurance policies and other
potential litigation and bankruptcy advice.  Shaw Gussis will also
represent him with respect to the prosecution of certain adversary
proceedings to recover preferential transfers and related causes
of action.

Robert M. Fishman, Esq., a Member at Shaw Gussis, discloses that
the Firm received a $50,000 retainer from the Debtors' estates.
Mr. Fishman charges $490 per hour for his services.

Mr. Fishman reports Shaw Gussis' professionals bill:

    Professional         Designation    Hourly Rate
    ------------         -----------    -----------
    Jeffrey L. Widman    Member            $375
    Mark L. Radtke       Associate         $250
    John M. Sheldon      Associate         $240
    Matthew Swanson      Associate         $265
    Patricia Fredericks  Paralegal         $170
    Mirjana Mirkovic     Paralegal         $100

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

Headquartered in Henderson, Nevada, Mego Financial Corp. --
http://www.leisureindustries.com/-- is in the business of
vacation time share resorts sales and management industry.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 9, 2003 (Bankr. Nev. Case Nos. 03-52300 through
03-2304).  Stephen R Harris, Esq., at Belding, Harris & Petroni,
Ltd., represents the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$455,179 in assets and $39,319,861 in liabilities.  Its debtor-
affiliates estimated more than $100 million in assets and
liabilities.  C. Alan Bentley is the chapter 11 Trustee for the
Debtors' estates.  Joan C. Wright, Esq., at Allison, Mackenzie,
Russell, Pavlakis, Wright & Fagan, Ltd., represents the chapter 11
Trustee.


MERIDIAN AUTOMOTIVE: Panel Hires Ashby & Geddes as Local Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Meridian Automotive
Systems, Inc., authority to employ Ashby & Geddes, P.A., as its
local counsel, nunc pro tunc to May 11, 2005.

As previously reported on the Troubled Company Reporter on
June 15, 2005, the Debtors will pay Ashby & Geddes for its
services on an hourly basis, plus reimbursement of expenses.  The
attorneys and paralegals that will primarily render services to
the Committee and their hourly rates are:

       Professional             Position       Rate
       ------------             --------       ----
       William P. Bowden        Partner        $440
       Christopher S. Sontchi   Partner        $395
       Gregory A. Taylor        Associate      $285
       Amanda M. Winfree        Associate      $165
       Susan Brown              Paralegal      $150

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


MERIDIAN AUTOMOTIVE: Asks Court to Approve General Motors Accord
----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates and
General Motors are parties to numerous contracts and purchase
orders, pursuant to which the Debtors provide and deliver
automotive parts to General Motors.

Before filing for bankruptcy protection on April 26, 2005, General
Motors owed the Debtors $3,091,454 and CN$469,244, in connection
with the Debtors' prepetition deliveries of automotive parts,
pursuant to the Agreements.

General Motors has not yet filed a prepetition claim against the
Debtors, but may in the future:

   (x) identify and file a prepetition claim against the Debtors
       or

   (y) hold a prepetition claim in the event the Debtors reject
       one or more of the Agreements.

General Motors is concerned that any payments it makes to the
Debtors in respect of its Prepetition Obligations may cause it to
lose or otherwise impair the setoff rights that it may have with
respect to its Prepetition Claim.  Based on this concern, General
Motors withheld payment of its Prepetition Obligations.

Moreover, prior to the Petition Date, General Motors terminated
its "Quick Pay" program, pursuant to which the Debtors had been
receiving payments from General Motors approximately every 15
days.  Since that time, the Debtors and General Motors have
engaged in discussions regarding the payment terms for General
Motors postpetition obligations to the Debtors.

To consensually resolve the issues related to the payment of
General Motors' Prepetition Obligations and the payment terms for
General Motors' postpetition obligations to the Debtors, the
parties entered into arm's-length, good faith negotiations, which
culminated in a stipulation.

The principal terms of the Stipulation are:

   (1) General Motors will pay its Prepetition Obligations to the
       Debtors within five business days of the date of entry of
       a final, non-appealable Court order approving the
       Stipulation;

   (2) Effective immediately and extending through and including
       September 30, 2005, all of General Motors' postpetition
       obligations to the Debtors will be:

       -- paid in accordance with net 18-day payment terms; and

       -- subject to a 1% discount; and

   (3) As adequate protection for any set-off rights General
       Motors may have with respect to its Prepetition
       Obligations, and in consideration for the payment to be
       made by General Motors with respect thereto, General
       Motors will be entitled to exercise its prepetition
       set-off rights, if any, against its postpetition payables
       to the Debtors.  This exercise will, for all purposes, be
       treated as if General Motors had not made any payments to
       the Debtors with respect to General Motors' Prepetition
       Obligations.

Accordingly, the Debtors ask the Court to approve the
Stipulation.

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


MILACRON INC: Lenders Waive Second Quarter EBITDA Covenant Breach
-----------------------------------------------------------------
Milacron Inc. (NYSE: MZ) received a waiver from its bank group
lenders which allows positive adjustments to EBITDA for certain
non-cash charges, and the company believes that this will enable
it to satisfy the minimum EBITDA level for the second quarter as
required by the terms of its revolving credit agreement.  Milacron
has initiated discussions with its lenders to amend the EBITDA
requirements for the rest of 2005.  Although drawings can
fluctuate daily based on liquidity needs, the company presently
has no material balance drawn under the revolver, which currently
has approximately $40 million available for borrowing.  In
addition, the company has in excess of $35 million of cash on
hand.

                  Credit Agreement Waiver

Milacron Inc., and 12 subsidiaries:

       * CIMCOOL INDUSTRIAL PRODUCTS INC.
       * D-M-E MANUFACTURING INC.
       * D-M-E U.S.A. INC.
       * MILACRON INDUSTRIAL PRODUCTS, INC.
       * MILACRON MARKETING COMPANY
       * MILACRON PLASTICS TECHNOLOGIES GROUP INC.
       * NICKERSON MACHINERY CHICAGO, INC.
       * NORTHERN SUPPLY COMPANY, INC.
       * OAK INTERNATIONAL, INC.
       * PLIERS INTERNATIONAL INC.
       * UNILOY MILACRON INC.
       * UNILOY MILACRON U.S.A. INC.

are borrowers under a Financing Agreement dated as of June 10,
2004 (as amended on June 29, 2005) with JPMorgan Chase Bank,
National Association, as administrative agent and collateral agent
for certain lenders.

A full-text copy of the third limited waiver is available at no
charge at http://ResearchArchives.com/t/s?52

Milacron had promised the Lenders that it would report Cumulative
Consolidated EBITDA of no less than $35,750,000 for the 12
calendar months ending June 30, 2005.

Milacron paid the Lenders $25,000 for the waiver, and paid all
fees and expenses incurred by JPMorgan and its counsel.

                        Material Weakness

Milacron has completed its assessment of internal controls as
required by Section 404 of the Sarbanes-Oxley Act of 2002.

Management has identified three material weaknesses in internal
controls over financial reporting as of Dec. 31, 2004.

    * Review of Complex and Judgmental Accounting Issues

      There are inadequate levels of review of complex and
      judgmental accounting issues. Various audit adjustments were
      needed to correct errors resulting from this internal
      control deficiency, which manifested itself in the
      determination of deferred tax valuation allowances as well
      as litigation reserves and recoverables from third-party
      insurers.  These adjustments are reflected in the company's
      audited financial statements for the year ended December 31,
      2004.

    * Segregation of Duties

      There is inadequate segregation of incompatible duties with
      respect to the company's manual and computer-based business
      processes at the corporate and operating levels. Such
      inadequacy in segregation of incompatible duties
      significantly reduced or eliminated the effectiveness of
      many of the company's internal controls over the accounts
      which comprise the consolidated financial statements.

    * Inventory Valuation

      There are insufficient controls with respect to the
      accounting for inventories primarily at one major North
      American manufacturing location.  Specifically, the Company
      did not have effective controls to ensure inventory was
      properly valued and to ensure inventory was properly
      relieved at the time of sale.  No significant audit
      adjustments to the company's audited financial statements as
      of December 31, 2004 were necessary as a result of this
      condition.  In addition, management believes that inventory
      values at that date and the related cost of sales for the
      year ended Dec. 31, 2004 are fairly stated in all material
      respects.

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

Ernst & Young LLP, the registered public accounting firm that
audited the company's financial statements included in the Form
10-K, has issued an attestation report on management's assessment
of the effectiveness of internal control over financial reporting
as of Dec. 31, 2004.

The company is aggressively remediating the three material
weaknesses in internal controls, none of which has led to the need
to restate prior year results.  Milacron is now current with all
its SEC periodic reporting requirements.

First incorporated in 1884, Milacron Inc., --
http://www.milacron.com/-- is a leading global supplier of
plastics-processing technologies and industrial fluids, with major
manufacturing facilities in North America, Europe and Asia.  Based
in Cincinnati, Ohio, Milacron employs 3,500 workers.  Milacron
reported $774 million in sales in 2004 and its balance sheet dated
Dec. 31, 2004, showed $739 million in assets.


MIRANT CORP: Disclosure Statement Hearing to Resume on July 13
--------------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas will continue the hearing on Mirant Corporation and its
debtor-affiliates' Amended Disclosure Statement to July 13, 2005,
at 9:00 a.m.

As reported in the Troubled Company Reporter on April 1, 2005, the
Debtors delivered their First Amended Joint Plan of Reorganization
and First Amended Disclosure Statement explaining that Plan to the
U.S. Bankruptcy Court for the Northern District of Texas on March
25, 2005.

Mirant says that its plan as originally filed on January 19,
2005, was the product of extensive, but incomplete, negotiations
with the Corp Committee, the MAGI Committee.  Although not
supported by either committee, Mirant believes that Plan
reflected the basic construct around which the parties had
negotiated to that point and otherwise represented, in the
Debtors' view, a reasonable and appropriate compromise that
permitted the value of the Debtors' business to be maximized and
provided a fair allocation between the Debtors' estates.

Negotiations regarding the terms under which the Debtors would
emerge from chapter 11 protection continued since January.
Mirant believes that the Amended Plan reflects the current status
of discussions with various parties, and reflects an agreement in
principal with the Corp Committee.  Given the current state of
negotiations, Mirant believes there is a reasonable prospect of
obtaining the support of the MAGI Committee before the Disclosure
Statement begins.

Mirant makes it clear that the Amended Plan does not reflect
material input from the Official Committee of Equity Security
Holders because there isn't sufficient value to flow to that
constituency.  The Equity Committee continues to argue that
holders of Equity Interests in Mirant are entitled to a recovery
because the enterprise value of the Debtors' business exceeds the
amount necessary to provide a full recovery to creditors.  The
Debtors say they're ready to proceed with the hearing on April
11, 2005, at which time they'll ask the Court to determine
enterprise value.

If creditors accept and the Court confirms the Amended Plan:

   * The Debtors' business will continue to be operated in
     substantially its current form, subject to:

     (1) certain internal structural changes that the Debtors
         believe will improve operational efficiency, facilitate
         and optimize the ability to meet financing requirements
         and accommodate the enterprise's debt structure as
         contemplated at emergence; and

     (2) potentially organizing the new parent entity for the
         Debtors' ongoing business operations in the jurisdiction
         outside the United States;

   * The estates of Mirant Corp., Mirant Americas Energy
     Marketing, LP, Mirant Americas, Inc., and the other debtor-
     subsidiaries -- excluding Mirant Americas Generation, LLC,
     and its debtor-subsidiaries -- will be substantially
     consolidated for purposes of determining treatment of and
     making distributions in respect of claims against and equity
     interests in Consolidated Mirant Debtors;

   * MAG's estates will be substantially consolidated for
     purposes of determining treatment of and making
     distributions in respect of Claims against and Equity
     Interests in Consolidated MAG;

   * The holders of unsecured claims against Consolidated Mirant
     Debtors will receive a pro rata share of 100% of the shares
     of New Mirant common stock, except for:

     (1) certain shares to be issued to the holders of certain
         MAG Claims; and

     (2) the shares reserved for issuance pursuant to the New
         Mirant Employee Stock Programs, which will provide for
         an eligible pool of awards to be granted to New Mirant's
         eligible employees and directors in the form of stock
         options;

   * The unsecured claims against Consolidated MAG will be paid
     in full through:

     (1) the issuance to general unsecured creditors and holders
         of MAG's revolving credit facility and MAG's senior
         notes maturing in 2006 and 2008 of:

          (i) new debt securities of a newly formed intermediate
              holding company under MAG -- "New MAG Holdco" --
              or, at the option of the Debtors, cash proceeds
              from third-party financing transactions, equal to
              90% of the full amount owed to those creditors; and

         (ii) common stock in the Debtors' new corporate parent
              that is equal to 10% of the amount owed; and

     (2) the reinstatement of MAG's senior notes maturing in
         2011, 2021 and 2031;

   * The intercompany claims between and among Consolidated
     Debtors and Consolidated MAG will be resolved as part of a
     global settlement under the Amended Plan whereby
     Intercompany Claims will not receive a distribution under
     the Plan;

   * The consolidated business will have approximately $4.33
     billion of debt -- as compared to approximately $8.63
     billion of debt at the commencement of the Debtors' Chapter
     11 cases -- comprised of:

    (1) $1.14 billion of debt obligations associated with non-
        debtor international subsidiaries of Mirant;

    (2) $169 million of miscellaneous domestic indebtedness
        including, in particular, the $109 million of the certain
        "West Georgia Plan Secured Notes", issued by West Georgia
        Generating Company, LLC;

    (3) $1.7 billion of reinstated debt at MAG; and

    (4) $1.32 billion of new debt issued by New MAG Holdco in
        partial satisfaction of certain existing MAG debt, which
        amount does not include the obligations under numerous
        agreements between Mirant Mid-Atlantic, LLC and various
        special purpose entities -- "Owner Lessors" -- which
        relate to two power stations, the Morgantown Station and
        the Dickerson Station;

   * To help ensure the feasibility of the Amended Plan with
     respect to Consolidated MAG, Mirant Corp. will contribute
     value to MAG, including the trading and marketing business
     -- subject to an obligation to return a portion of the
     imbedded cash collateral in the trading and marketing
     business to Mirant; provided that, under certain
     circumstances, the Debtors may elect to satisfy this
     obligation by transferring $250 million to Mirant Americas
     from New MAG Holdco -- the Mirant Peaker, Mirant Potomac and
     Zeeland generating facilities and commitments to make
     prospective capital contributions of $150 million for
     refinancing and, under certain circumstances, up to $265
     million for sulfur dioxide capital expenditures;

   * MAG's prospective working capital requirements will be met
     with the proceeds of a new senior secured credit facility of
     $750 million;

   * Substantially all of the Debtors' contingent liabilities
     associated with the California energy crisis and certain
     related matters will be resolved pursuant to a global
     settlement in accordance with the Amended Plan;

   * The disputes regarding the Debtors' ad valorem real property
     taxes for the Bowline and Lovett facilities will be settled
     and resolved on terms that permit the feasible operation of
     these assets, or the Debtors that own the assets will remain
     in Chapter 11 until those matters are resolved by settlement
     or through litigation;

   * Substantially all of Mirant Corp.'s assets will be
     transferred to New Mirant, which will serve as the corporate
     parent of the Debtors' business enterprise on and after the
     Plan effective date and which will have no successor
     liability for any unassumed obligations of Mirant Corp.;
     similarly, the trading and marketing business of the
     "Trading Debtors" will be transferred to Mirant Energy
     Trading LLC, which shall have no successor liability for any
     unassumed obligations of the Trading Debtors;

   * The outstanding Mirant common stock will be cancelled and
     the holders thereof will receive any surplus value after
     creditors are paid in full, plus the right to receive a pro
     rata share of warrants issued by New Mirant if they vote to
     accept the Plan.

A full-text copy of the amended Disclosure Statement is available
at no charge at http://ResearchArchives.com/t/s?50

A full-text copy of the amended Plan of Reorganization is
available at no charge at http://ResearchArchives.com/t/s?51

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 69; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Can't Recover $5MM of Overpayments from Kern River
---------------------------------------------------------------
As reported in the Troubled Company Reporter on May 2, 2005,
Mirant Corporation and Mirant Americas Energy Marketing, LP, asked
the U.S. Bankruptcy Court for the Northern District of Texas to
compel Kern River Gas Transmission Company to disgorge $5 million
of overpayments.

                   Kern River Answers Complaint

Kern River Gas Transmission Company asserts that the Debtors
incorrectly stated the amount of the invoice sent on November 26,
2003.  The proper amount should be $1,392,401.63 and not
$1,392,402.   Kern River denies that the Order permitting
rejection of the Kern River Agreement was dated December 18,
2004.  The Order was actually dated December 18, 2003, David W.
Elrod, Esq., in Dallas, Texas, tells the Court.

Kern River admits that Mirant Americas Energy Marketing, LP,
satisfied its obligations through December 18, 2003, under the
Kern River Agreement by paying the contracted tariff rate and
commodity charges.  However, Kern River denies that the Debtors'
collateral attack on the contracted tariff rate stated in the
Complaint would satisfy MAEM's obligations under the Kern River
Agreement.

                 Kern River Files Motion to Dismiss

Kern River asserts that the Debtors' Complaint is an
impermissible collateral attack on the tariff rate regulated by
the Federal Energy Regulatory Commission and subject to the
FERC's exclusive jurisdiction, under the "filed rate doctrine."

Mr. Elrod notes that MAEM has admitted that the Debtors "do not
dispute the filed rate under the Kern River Agreement."  This is
directly contrary to the allegations of the Complaint," Mr. Elrod
points out.  "The law of this case and the Debtors' own admission
are clear that the Complaint must fail under the filed rate
doctrine, and that [the Bankruptcy Court] does not have the
authority to modify the rate under the Kern River Agreement,
which is under the exclusive jurisdiction of the FERC."

Mr. Elrod argues that all of the putative plaintiffs other than
MAEM lack standing because the only contract at issue was between
Kern River and MAEM.  "There is no allegation that any other
debtor [or plaintiff] had any involvement in this matter."

In addition, Mr. Elrod asserts that the plaintiff's claims are
barred by the affirmative defenses of waiver, estoppel and
laches.

Based on these assertions, Kern River asks the Court to dismiss
the Debtors' Complaint.

                Debtors Respond to Motion to Dismiss

According to Craig H. Averch, Esq., at White & Case LLP, in
Miami, Florida, Kern River misunderstands the nature of the
Debtors' action.  The relief, Mr. Averch explains, relates to the
characterization, not the calculation, of Kern River's rejection
damages claims.  "Simply put, the amount that the Debtors paid on
account of a portion of Kern River's claims was more than the
Debtors were required to pay under bankruptcy law, and the
Debtors are entitled to have that overpayment returned to them.
The recovery of the overpayment is the object of this adversary
proceeding."

Mr. Averch notes that the critical question in the case is the
extent to which Kern River's claim is entitled to priority as an
administrative expense.  The Debtors contend that the
administrative expense component of Kern River's claim is limited
to the market value of gas delivered during the stub period.  Mr.
Averch explains that since the Debtors actually paid for the gas
at the higher, contract rate, the Debtors paid more than they
were required to pay under bankruptcy law and may seek a return
of the overpayment.  Once the overpayment is returned, the amount
of the overpayment -- the difference between the market rate and
the contract rate -- should be included in the general unsecured
portion of Kern River's claim.

Mr. Averch argues that the Complaint or the action is not a
collateral attack on the tariff rate regulated by the Federal
Energy Regulatory Commission.  "It is not a violation of the
filed rate doctrine.  Indeed, the Fifth Circuit specifically
rejected the argument that Kern River now raises, namely, that
any action by this Court which may potentially reduce Kern
River's recovery on its claim is the equivalent of an attack on
the filed rate.  So long as the amount of an energy provider's
claim is calculated according to the filed rate, it is perfectly
appropriate for the priority of the claim to be determined
according to bankruptcy law."

Thus, the Debtors contend, Kern River's Motion to Dismiss should
be denied.

                  Kern River Insists on Dismissal

Mr. Elrod contends that the crux of the Debtors' claim is that a
market rate rather than the filed tariff rate stated in the Kern
River Agreement should be used to determine the amount that the
Debtors should be obligated to pay for the capacity they
purchased and used during the postpetition or pre-rejection Stub
period.  "In effect, the Debtors seek to undercut the filed
tariff rate by negotiating for a lower market rate.  This action
is a collateral attack on the filed tariff rate and, as such, is
in violation of the filed rate doctrine. "

Accordingly, Kern River insists, the Complaint should be
dismissed in its entirety.

           Kern River Wants to Exclude Rate Case Evidence

Kern River Gas Transmission Company notes that in an attempt to
improperly reduce the amount of damages the Debtors owe Kern
River as a result their rejection of the Firm Transportation
Service Agreement, the Debtors seek to introduce evidence and
testimony related to a rate case, which Kern River filed with the
Federal Regulatory Energy Commission in April of 2004 to request
an increase in its rate of return for the Kern River pipeline
expansion project.

Specifically, the Debtors contend that the damages Kern River is
entitled to as a result of the contract rejection should be
offset or discounted by the rate increase Kern River seeks in the
FERC rate case.  According to the Debtors, Kern River's rejection
damages should be reduced, because testimony in the rate case
suggests that Kern River filed the rate case due to Debtors'
rejection of the parties' agreement.

Kern River asserts that the Debtors' reasoning is flawed for two
reasons:

    1. The outcome of the rate case is unknown and could take
       years to resolve.

       Kern River notes that the Debtors' argument is based
       entirely on speculation about the outcome of the Kern River
       rate case.  Furthermore, the Debtors' argument that its
       damages should be reduced is illogical.  Reducing the
       amount of damages the Debtors owe Kern River would in
       effect reward Debtors for breaching their Contract with
       Kern River at the expense of Kern River, the non-breaching
       party to the Contract, as well as Kern River's other
       pipeline shippers and rate payers, who will be required to
       pay a higher rate due to Debtors' breach and rejection of
       the Contract.

    2. Kern River's filing of the rate case was due to factors
       other than the Debtors' rejection of the parties' contract.

       Kern River tells the Court that there are numerous other
       factors necessitating Kern River's filing the rate case and
       request for a rate increase:

       (a) Due to Kern River's newness, very little capital
           investment and fixed costs have been recovered in
           rates;

       (b) The levelized ratemaking formula makes it difficult for
           Kern River to recoup costs;

       (c) Very few of Kern River's shippers are LDCs (regulated
           gas distribution companies) -- most of its shippers are
           merchant generators with low credit ratings;

       (d) Kern River is subject to risk, because merchant
           generation shippers are affected and sensitive to:

           * changes in gas prices

           * Western U.S. Power Crisis

           * collapse and insolvency of companies like Enron,
             Mirant, and others, which will continue to affect
             investor confidence

           * predicted resurgence of coal use as substitute for
             gas;

       (e) The decline in basis or price differential;

       (f) Problems with remarketing turned back capacity (other
           shippers may default); and

       (g) Kern River's equity ratio is less than 40%

       Because of the numerous factors precipitating the Kern
       River rate case filing, Kern River contends, it would be
       improper and inequitable to allow the Debtors to benefit
       from the rate case and any potential rate increase that
       might result by reducing the amount of damages the Debtors
       owe Kern River.

       Kern River does not disagree that it has a duty to take
       reasonable efforts to mitigate its losses due to the
       Debtors' rejection of the parties' Contract.  However,
       there is no requirement that Kern River's breach of
       contract or rejection damages must be further discounted
       because it is seeking an increase on its overall rate of
       return for a pipeline expansion project in which the
       Debtors contracted for capacity.

For these reasons, Kern River asserts, evidence related to its
rate case is irrelevant and inadmissible for purposes of the
adversary proceeding.  Kern River asks the Court to exclude all
evidence related to the rate case.

Kern River also asks Judge Lynn to exclude the Debtors' corporate
testimony and preclude the Debtors from presenting any testimony
related to all matters set forth in Kern River's Notice of
30(b)(6) Deposition on the basis that the Debtors failed and
refused to designate or produce a corporate representative for
the Rule 30(b)(6) deposition.

                           *     *     *

On April 27 and May 6, 2005, the Court conducted telephonic
hearings on the adversary matter.

After due consideration of the parties' assertions and based on
the reasons stated during the telephonic hearings, Judge Lynn
rules that the payments sought by the Debtors cannot be recovered
under Sections 549(a), 550(a), 105(a) and 503 of the Bankruptcy
Code.  The Court therefore dismisses the Debtors' complaint in
its entirety, with prejudice.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 69; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NEXEN INC: Sells Canadian Oil and Gas Properties for $946 Million
-----------------------------------------------------------------
Nexen Inc. is finalizing agreements to sell conventional oil and
gas properties in southeast Saskatchewan, northwest Saskatchewan,
northeast British Columbia and the Alberta foothills for
approximately $946 million before closing adjustments.  At
Dec. 31, 2004, the properties had proved reserves of approximately
49 million boe and proved plus probable of 64 million boe.  In the
first quarter of 2005, the properties produced 18,300 boe/d and
generated approximately $47 million of cash flow.  The sales are
expected to close this summer with a gain totaling approximately
$300 million (before tax) in the third quarter.  No current taxes
will be payable on these transactions.

"We are pleased with the value for the oil and gas assets and the
progress on monetizing of our chemicals division," said Charlie
Fischer, Nexen's President and CEO.  "Proceeds will reduce the
debt we incurred when purchasing Buzzard and other assets in the
North Sea in late-2004.  Buzzard will come onstream in late-2006,
and at its peak, will add approximately 85,000 boe/d of production
and $1.4 billion in annual cash flow, assuming a US$40/bbl WTI."

Nexen Inc. is an independent, Canadian-based global energy and
chemicals company, listed on the Toronto and New York stock
exchanges under the symbol NXY.  The company is uniquely
positioned for growth in the UK North Sea, the deep-water Gulf of
Mexico, the Athabasca oil sands of Alberta, the Middle East and
offshore West Africa.  Tristone Capital and TD Securities acted as
advisors to Nexen on this transaction.

                        *     *     *

As reported in the Troubled Company Reporter on Mar. 10, 2005,
Standard & Poor's Ratings Services assigned its 'BBB-' senior
unsecured debt rating to Nexen Inc.'s two-tranche US$1.040 billion
bond issue.

Proceeds from the 10-year US$250 million issue, maturing in 2015,
and 30-year US$790 million issue, maturing in 2035, will be used
to repay a portion of the company's existing US$1.5 billion
acquisition bridge facility.  At the same time, Standard & Poor's
affirmed its 'BBB-' corporate credit and senior unsecured debt
ratings and its 'BB+' subordinated debt rating on the company.
S&P says the outlook is stable.


NRG ENERGY: Issues 12,000 Shares of Deferred Stock to Directors
---------------------------------------------------------------
Pursuant to Section 16(a) of the Securities and Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act of
1935 or Section 30(h) of the Investment Company Act of 1940, NRG
Energy, Inc., discloses that it has issued shares of deferred
stock to its directors under the company's Long-Term Incentive
Plan.

                                                 Total
                                   Shares      Securities
        Director                  Acquired       Owned
        -------                   --------     ----------
        Chlebowski, John            1,784        11,242
        Coben, Lawrence S.          1,226        12,520
        Cosgrove, Howard E.         3,010        28,030
        Cropper, Stephen L.         1,226        11,229
        Schaumburg, Anne C.         1,282         3,817
        Tate, Herbert H.            1,226         7,729
        Weidemeyer, Thomas H.       1,226         8,729
        Young, Walter R., Jr.       1,226        18,024

Each deferred stock unit issued is equivalent to one share of
NRG's common stock, par value $0.01.  The directors will receive
shares of common stock in exchange for their acquired shares of
deferred stock on these schedules:

                              Amount          Date
                              ------          ----
        Coben, Lawrence         50%        01/01/2006
                                50%        01/01/2007

        Tate, Herbert           25%        06/01/2005
                                25%        06/01/2006
                                25%        06/01/2007
                                25%        06/01/2008

        Young, Walter          100%        06/01/2005

Messrs. Weidemeyer, Cropper, and Chlebowski, and Ms. Schaumburg
will be able to exchange their shares of deferred stock upon
termination of their services as members of the Board of
Directors.

NRG Energy, Inc., owns and operates a diverse portfolio of
power-generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.  (NRG Energy
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

Moody's Investor Services and Standard & Poor's assigned single-B
ratings to NRG Energy's 8% secured notes due 2013.


PASADENA GATEWAY: Court Approves Disclosure Statement
-----------------------------------------------------
The Honorable Jeff Bohm of the U.S. Bankruptcy Court for the
Southern District of Texas approved the First Amended Disclosure
Statement explaining the First Amended Plan of Reorganization
filed by Pasadena Gateway Venture, Ltd.  Pasadena filed its
Amended Plan on June 11, 2005.

Judge Bohm determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind of
information necessary for creditors to make informed decisions
when the Debtor asks them to vote to accept the Plan.

The Court will convene a hearing to discuss the merits of the Plan
on Friday, July 8, 2005.

                        About the Plan

The Plan proposes to pay creditors using proceeds from the
proposed sale of Pasadena's real property to Land Development.
An integral part of the Plan is the compromise of the Riddle
Claims.

The Plan proposes to pay in full, on the closing of the proposed
sale to Land Development, all:

     * administrative claims;
     * priority claims;
     * secured tax claims; and
     * unsecured claims.

First Continental's $460,000 allowed claim will be paid in full
upon closing of the sale of the Debtor's assets.

Beltways Green's secured claim of $5 million in Notes, will be
assumed by Land Development on the closing of the sale of the
Debtor's property.

Equity holders will retain their interests in Reorganized
Pasadena.  Wade Forbes and Barry Goldberg will remain as limited
partners of the Reorganized Debtor.  Mr. Goldberg will act as
Managing Member.

                      Riddle Claim Compromise

The Debtor was made a third-party defendant to a State Court
lawsuit [Case No. 2003-51526] commenced by John Riddle against
Beltway Green.  Mr. Riddle claims he holds an interest in Beltway
Green and the Debtor's estate.

To resolve the claim, the Debtor entered into a settlement
agreement with John Riddle.  In exchange for mutual releases, the
Debtor will pay Mr. Riddle $230,000.

                           Asset Sale

In 2003, the Debtor entered into an Agreement of Purchase and Sale
with Beltway Green Partnership, Ltd., for the sale of its 310-acre
land located in Pasadena, Harris County, Texas, off Highway 225
and the Sam Houston Beltway.   Pursuant to the Agreement, the
Debtor obtained financing from First Continental Investment Co.,
to pay $2.5 million of the total $7.5 million purchase price.  The
remaining $5 million was paid by executing and delivering a
second-lien promissory note payable to Beltway Green.

The Debtor tells the Court that it has entered into a New
Agreement of Purchase and Sale of the Property to Land Development
for $10 million.  On the Closing Date of the Sale, Land
Development will pay $5 million in cash and assume the $5 million
second-lien Beltway Green note.

Pursuant to the Plan, Land Development is entitled to a $500,000
break-up fee in the event that the sale is not consummated.

Headquartered in Houston, Texas, Pasadena Gateway Venture, Ltd.,
filed for chapter 11 protection on April 3, 2005 (Bankr. S.D. Tex.
Case No. 05-34900).  Marilee A Madan, Esq., at Russell & Madan,
P.C., represents the Debtor.  When the Debtor filed for protection
from its creditors, it reported estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.


PEGASUS SATELLITE: Trust Pays $218 Million in Initial Distribution
------------------------------------------------------------------
The Liquidating Trustee for The PSC Liquidating Trust --
successor-in-interest to Pegasus Satellite Communications, Inc.,
and its debtor-affiliates reported that the Initial Distribution
to beneficiaries of The PSC Liquidating Trust occurred yesterday,
July 5, 2005.

The distribution totaled $218.0 million; the distribution amount
allocable to the holders of the Senior Notes was paid to the
Indenture Trustees, with other amounts reserved pending resolution
of disputed Class 3A Claims.  The allocation of the Initial
Distribution among the Class 3A Claimants is provided on the Trust
website.  In addition, payments to other Allowed Claims have been
made, or are being made, this week.

Additional distributions to beneficiaries of the Trust will be
made from time to time as reserves are released and cash is
received from the liquification of additional assets of the Trust.
As of July 1, 2005, total cash (before reserves for disputed and
unliquidated claims and administrative cost reserves) was
approximately $390 million.  The primary difference between the
distribution amount and total cash are the reserves being
maintained by the Trust pending resolution of various items.

                 About The PSC Liquidating Trust

The PSC Liquidating Trust -- http://www.psc-trust.com/-- was
established by order of the Bankruptcy Court for the District of
Maine, pursuant to the First Amended Joint Chapter 11 Plan of
Pegasus Satellite Communications, Inc. and its related direct and
indirect subsidiaries.  The Plan became effective on May 5, 2005.
In accordance with the terms of the Plan, the purpose of the Trust
is to maximize the value of certain of the Debtors' assets, to
evaluate and pursue, if appropriate, rights and causes of actions,
as successor to and representative of the Debtors' estates in
accordance with section 1123(b)(3)(B) of the Bankruptcy Code, and
to make distributions to its beneficiaries.

The Trust is not a public reporting entity and has no reporting
requirements other than those specifically provided for in the
Plan.  The Liquidating Trustee has provided the information on the
website only as an accommodation to beneficiaries of the Trust.
The Trust maintains offices in Bala Cynwyd, Pennsylvania and
Jackson, Mississippi.  The Liquidating Trustee maintains offices
in New Rochelle, New York.

                     About Pegasus Satellite

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities.  The Company emerged from
bankruptcy on May 5, 2005.  (Pegasus Bankruptcy News, Issue
No. 26; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PERKINS FAMILY: Moody's Withdraws $130 Million Notes' B1 Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings on Perkins
Family Restaurants, L.P., the issuing subsidiary of The Restaurant
Company.  The Restaurant Company operates and franchises the
Perkins chain of family dining restaurants.  Moody's understands
that Perkins has started the process of calling the rated $130
million issue of 10.125% senior unsecured notes (2007) and the
unrated $18 million issue of 11.25% senior discount notes (2008)
with proceeds of $139 million obtained from the sale & leaseback
of 67 owned real estate locations plus excess cash on hand.
Please refer to Moody's Withdrawal Policy on moodys.com.

These ratings are withdrawn:

   -- B1 rating on the $130 million issue of 10.125% senior notes
      (2007);

   -- B1 Corporate Family rating (previously called the Senior
      Implied rating); and

   -- B1 Long-term Issuer rating.

Perkins Family Restaurants, L.P., headquartered in Memphis,
Tennessee, operates 153 and franchises 333 Perkins Family
Restaurants. Revenue for the 2004 Fiscal Year was $341 million.


S.K. NEW YORK: Wants to Retain Forchelli Curto as Bankr. Counsel
----------------------------------------------------------------
S.K. New York, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of New York for permission to employ Forchelli, Curto,
Schwartz, Mineo, Carlino & Cohn, LLP, as counsel during its
chapter 11 proceeding.

Forchelli Curto is expected to:

   a) give the Debtor advice with respect to its powers and
      duties as debtor-in-possession;

   b) prepare all necessary applications, answers, orders,
      reports and other legal documents; and

   c) perform all other legal services for the Debtor which are
      necessary in this case.

Gary M. Kushner, Esq., a partner at Forchelli Curto, discloses
that the Debtor paid his Firm:

   -- prior to the filing of the bankruptcy case, a $30,000
      retainer to resolve issues with creditors; and

   -- a $40,000 postpetition retainer.

The hourly rates of professionals at Forchelli Curto were not
disclosed at the time of the filing of this motion.

Forchelli Curto assures the Court that it does not hold any
interest materially adverse to the Debtor and its estate.

Headquartered in Flushing, New York, S.K. New York LLC, filed for
chapter 11 protection on February 24, 2005 (Bankr. E.D.N.Y. Case
No. 05-12422).  When the Debtor filed for protection from its
creditors it estimated $10 million to $50 million in assets.  The
Debtor did not disclose its debts.


SAINT VINCENTS: Files Chapter 11 Protection in S.D. New York
------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, dba Saint
Vincent Catholic Medical Centers, and six affiliates filed
chapter 11 petitions in the U.S. Bankruptcy Court for the Southern
District of New York in Manhattan yesterday, July 5, 2005.

The bankruptcy filing will not include three of the Debtors'
nursing homes -- Bishop Mugavero, Holy Family Home, and St.
Elizabeth Ann's Healthcare and Rehabilitation -- along with St.
Vincent's Midtown Hospital, because each operates as a separate
corporate entity.

The goal of the bankruptcy filing is to align the Debtors' costs,
including their debt, along with their revenues.  A bankruptcy
filing will give the hospital group the time and means to
restructure its debt, operations and finances.

"Due to operating losses, debt levels, cash flow and accounts
payable issues, and a severe liquidity crisis, Saint Vincent
Catholic Medical Centers voluntarily chose bankruptcy protection
at this time," said David Speltz, president and CEO of Saint
Vincent Catholic Medical Centers.  "During this process, our
hospitals, nursing homes and home health care agency remain open
and operating as usual.  The system will retain its excellent
physicians, maintain nursing levels for high quality care, and
make capital investments in plant and equipment."

                     Prepetition Indebtedness

The Debtors were in default under the estimated $30 million loan
left on its working capital facility with HFG-Healthco IV LLC.
The loan is secured by a first priority perfected lien on most of
the hospital group's accounts receivable generated by the Debtors'
operations.  On June 30, 2005, HFG terminated the facility.

The Debtors' high level of indebtedness has contributed to their
liquidity crisis.  As of Dec. 31, 2004, their total long-term debt
and capital leases aggregated $423 million, including some debt of
non-debtor affiliates and the working capital loan.  In 2004, the
Debtors paid approximately $70 million in principal and interest
on their long-term debt.

The Debtors' prepetition borrowings consists of:

   -- mortgages on substantially all of their principal operating
      facilities;

   -- a working capital borrowing facility secured by a first lien
      on accounts receivable; and

   -- several other borrowing facilities.

As of July 5, 2005, the Debtors owe $395 million to their
prepetition lenders, which includes $275 million of mortgage debt.
The Debtors' principal mortgage creditors include Dormitory
Authority of the State of New York, which is owed $180 million,
and Sun Life Assurance Company of Canada, which is owed
$80 million.

"The decision to seek bankruptcy protection was very difficult,"
said Richard Boyle, chairman of the Board of Saint Vincent
Catholic Medical Centers.  "The Board of Directors is confident
that the system will emerge from bankruptcy protection a more
efficient, financially sound healthcare system that will continue
its Catholic healthcare mission in New York City."

                           DIP Financing

HFG committed to provide the Debtors with $100 million in debtor-
in-possession financing, after extensive arm's length
negotiations.  The postpetition financing will provide the
necessary cash for the Debtors to operate their businesses.

Throughout the Chapter 11 process, daily operations will continue;
employees will be paid, hospital and patient services will
continue; and suppliers will be paid for goods and services
received after the filing date.  It is a reorganization process
that will enable the system to deal with its debt, rationalize its
operations, and better meet changing healthcare needs.  Saint
Vincent Catholic Medical Centers intends to emerge from the
bankruptcy process and continue to provide healthcare services to
its communities.

Headquartered in New York, New York, Saint Vincent Catholic
Medical Centers -- http://www.svcmc.org/-- the largest Catholic
healthcare providers in New York State, operate hospitals, health
centers, nursing homes and a home health agency.  The hospital
group consists of seven hospitals located throughout Brooklyn,
Queens, Manhattan, and Staten Island, along with four nursing
homes and a home health care agency.  The Company and six of its
affiliates filed for chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP,
represent the Debtors in their restructuring efforts.  As of
Apr. 30, 2005, they listed $972 million in total assets and
$1 billion in total debts.


SAINT VINCENTS: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Saint Vincents Catholic Medical Centers of New York
             dba Saint Vincent Catholic Medical Centers
             153 West 11th Street
             New York, New York 10011

Bankruptcy Case No.: 05-14945

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Surgical Service of St. Vincent's, P.C.    05-14946

      Medical Service of St. Vincent's
      Hospital and Medical Center, P.C.          05-14947

      CMC Cardiology Services P.C.               05-14948

      CMC Radiological Services P.C.             05-14949

      CMC Occupational Health Services P.C.      05-14950

      CMC Physician Services, P.C.               05-14951

Type of Business: The Debtors, the largest Catholic healthcare
                  providers in New York State, operate hospitals,
                  health centers, nursing homes and a home health
                  agency.  See http://www.svcmc.org/

Chapter 11 Petition Date: July 5, 2005

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtors' Counsel: Gary Ravert, Esq.
                  Stephen B. Selbst, Esq.
                  McDermott Will & Emery, LLP
                  50 Rockefeller Plaza
                  New York, New York 10020
                  Tel: (212) 547-5598
                  Fax: (212) 547-5444

Debtors' Special
Healthcare,
Finance &
Bankruptcy
Counsel:          Garfunkle, Wild & Travis, P.C.

Debtors' Special
Conflict Counsel: Dechert LLP

Debtors'
Financial
Advisor:          Huron Consulting Services LLC

Debtors'
Investment
Banker:           Cain Brothers & Company, LLC

Debtors'
Restructuring
Advisor:          Speltz & Weiss LLC

Debtors' Claims,
Noticing &
Balloting Agent:  Bankruptcy Services LLC

Financial Condition as of April 30, 2005:

      Estimated Assets:   $971,931,000

      Estimated Debts:  $1,102,275,000

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Computer Sciences Corporation    Trade Debt          $12,070,208
Technology Managementt Group East
95-25 Queens Boulevard
Rego Park, NY 11374
P.O. Box 22040
Albany, NY 12201-2040
Attn: Mark Greaker
Tel: (800) 343-9000
Fax: (518) 257-4280

Amerisource Bergen Receivables   Trade Debt           $6,777,305
100 Friars Boulevard
Thorofare, NJ 08086
P.O. Box 8500-41950
Account # 564476
Community Med.
Philadelphia, PA 19178-4873
Attn: Debbie Wertz
Tel: (800) 562-2526
Fax: (856) 848-7529

New York City Water Board        Trade Debt           $5,685,363
Finance Authority
75 Park Plaza, 6th Floor
New York, NY 10007
Attn: Denise Richardson
Tel: (718) 595-7000
Fax: (718) 760-7621

1199 SEIU Benefits Fund          Trade Debt           $3,996,217
330 West 42nd Street
New York, NY 10036-6977
Attn: Bridget Crichlow
Tel: (646) 473-9200
Fax: (646) 473-6279

Amerisource/Bergen (HIV)         Trade Debt           $3,860,512
P.O. Box 8500-41950
Philadelphia, PA 19178
Attn: Debbie Wertz
Tel: (800-562-2526)
Fax: (856-848-7529)

Saint Vincent's Comprehensive    Trade Debt           $3,854,471
Cancer Center
111 Eighth Avenue
New York, NY 10011
Attn: Bernadette Bianco
Tel: (212) 367-1732
Fax: (212) 367-1707

Special Touch Home Care Service  Trade Debt           $2,881,427
2091 Coney Island Avenue
Brooklyn, NY 11223
Attn: Steve Ostrovsky
Tel: (718) 627-1122
Fax: (718) 258-2379

AI Credit Corporation            Trade Debt           $2,818,947
c/o Bettie Evans
1001 Winstead Drive, Suite 500
Cary, NC 27513
Tel: (212) 458-3250
Fax: (919) 234-2712

GE Medical Systems               Trade Debt           $2,726,746
c/o Accounts Receivable
5517 Collection Center Drive
Chicago, IL 60693

Nursing Personnel Homecare Inc.  Trade Debt           $2,387,369
175 South 9 Street
Brooklyn, NY 11211
Attn: Moses Schlesinger
Tel: (917-674-0003))
Fax: (718-599-2227)

Aramark Corporation              Trade Debt           $2,300,492

Nations Bank, Lockbox 651009
101 North Tryon Street
Charlotte, NC 28256
Attn: Jim Toban
Tel: (704) 375-1705
Fax: (704) 375-0942

St. John's University
8000 Utopia Parkway
Jamaica, NY 14439
Attn: Dave Feldman
Tel: (973) 202-3602

St. Elizabeth Anne's
HC & Rehab Center
91 Tompkins Avenue
Staten Island, NY 10304
Attn: Dave Feldman
Tel: (973) 202-3602

153 West 11th Street
New York, NY 10011
Attn: Tommy Nge

1011 Market Street
Philadelphia, PA 19107-2988
Attn: Dave Feldman
Tel: (973) 202-3602

Metro Blood Service              Trade Debt           $2,231,812
1150 Yonkers Avenue
Yonkers, NY 10704
Attn: Laura Petitti
Tel: (914) 237-0000
Fax: (914) 237-1662

Siemens Medical Solutions USA    Trade Debt           $2,171,592
51 Valley Stream Parkway
Malvern, PA 19355
Attn: Jeff Cargaris
Tel: (800-888-7436)
Fax: (501-643-7439)

Sodexho Marriott Services Inc.   Trade Debt           $2,148,388
100 Avon Meadow
Avon, CT 03001
Attn: Liz Lamertti
Tel: (860) 678-1023
Fax: (860) 678-1058

Access Nursing Services          Trade Debt           $2,006,210
411 Manville Road
Pleasantville, NY 10570
Attn: John
Tel: (212) 754-4333
Fax: (212) 754-5898


Cardinal Health                  Trade Debt           $1,792,994
c/o Customer Service &
Legal Department
401 Mason Road
La Vergne, TN 37086
Tel: (800) 878-3837
Fax: (888) 206-3157

Criticare LLC                    Trade Debt           $1,470,602
573 Valley Road, Suite 1
Wayne, NJ 07470
Attn: Jackie Morgensten
Tel: (888) 337-9975
Fax: (888) 220-8875

Amerisource Corporation          Trade Debt           $1,248,104
100 Friars Boulevard
Thorofare, NJ 08086
Attn: Debbie Wertz
Tel: (800) 562-2526
Fax: (856) 848-7529

Aramark Service Master           Trade Debt           $1,222,361
1011 Market Street
Philadelphia, PA 19107-2988
Attn: Jim Toban
Tel: (215) 238-4001
Fax: (215) 238-6175

County Graphics Forms            Trade Debt           $1,202,395
Management
2 Stercho Road
Linden, NJ 07036
Attn: Bob Gaudiosi
Tel: (908) 474-9797
Fax: (908) 474-5232

1199 SEIU Pension Fund           Trade Debt           $1,169,390
330 West 42nd Street
New York, NY 10036-6977
Attn: Bridget Crichlow
Tel: (646) 473-9200)
Fax: (646) 473-6279

Johnson & Johnson Health Care    Trade Debt           $1,072,738
5972 Collections Center Drive
Chicago, IL 60693
Attn: Matt Henderson
Tel: (513) 786-7000
Fax: (513) 786-7000

Baxter Healthcare Corporation    Trade Debt           $1,061,900
Lockbox #33037, 3rd Floor
First Chicago National Bank
Processing
300 Harmon Meadow Boulevard
Secaucus, NJ 07094

Medtronic USA Inc.               Trade Debt           $1,019,193
c/o Jan Larsen/Bank of America
Medtronic Lockbox Services
4642 Collection Center Drive
Chicago, IL 60693

Boston Scientific Scimed         Trade Debt             $867,095
One Boston Scientific Place
Nadick, MA 01760-1537
Attn: Customer Service
Tel: (800) 832-7822
Fax: (800) 782-1357

Constellation Newenergy Inc.     Trade Debt             $852,945
Lockbox #642399
c/o Payment Center
500 First Avenue
Pittsburg, PA 15219
Attn: Carrie
Tel: (212) 885-6448
Fax: (212) 885-6445

Siemens Enterprise Network       Trade Debt             $784,819
900 Broken Sound Parkway
Boca Raton, FL 33487
Attn: Jacob Rice
Tel: (561) 923-8347
Fax: (858) 337-7900
P.O. Box 99076
Chicago, IL 60693-9076

PricewaterhouseCoopers LLP       Trade Debt             $770,285
125 High Street
Boston, MA 02110
Tel: (617) 530-5000
Fax: (617) 530-5001

Immediate Home Care Inc.         Trade Debt             $724,971
204 Broadway
Brooklyn, NY 11211
Attn: Shandy
Tel: (718) 302-1000
Fax: (718) 384-3178

JSK Construction Corporation     Trade Debt             $707,077
c/o John Sucich
438 Fifth Avenue
Pelham, NY 10803
Attn: John Sucich
Tel: (914) 738-6770
Fax: (914) 738-6770


SECOND CHANCE: DoJ Files Lawsuit Over Defective Body Armor
----------------------------------------------------------
The U.S. Justice Department sued Second Chance Body Armor, Inc.,
for selling defective body armor.

The complaint was filed last week in Washington on behalf of
several federal agencies that bought thousands of vests made with
Zylon, a bullet-resistant fiber.  The civil suit named Second
Chance Body Armor Inc. of Central Lake, Mich., and its Japanese
fiber supplier, Toyobo Co., and others as defendants.

The suit alleges that from 1998 until 2001 Toyobo and Second
Chance did not disclose to the public that vests degrade faster
than expected when exposed to certain light, temperature and
humidity conditions.

Both companies have been sued already by law-enforcement groups,
state attorneys general, a wounded police officer, and the widow
of an officer who was killed while wearing a vest.

Aaron Westrick, a former Second Chance research director, alleges
that the Company knew about the defect but decided not to share
critical information about the failure of its vests.  Mr.
Westrick, filed a whistle-blower suit last year and testified as a
witness in other suits about the company's knowledge of the test
results.  The company said he was laid off in a cost-cutting move.
Mr. Westrick's lawyer has said his termination was retaliatory.

Second Chance marketed its Zylon vests under the brand names
Ultima and Ultimax as the "world's thinnest, lightest, and
strongest armor," and they were popular with law-enforcement
officials.  In 1998, federal employees bought more than 40,000
vests containing Zylon fiber.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc. --
http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515)
after recalling more than 130,000 vests made wholly of Zylon, but
it did not recall vests made of Zylon blended with other
protective fibers.  Stephen B. Grow, Esq., at Warner Norcross &
Judd, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets and liabilities of $10 million to $50 million.
Daniel F. Gosch, Esq., at Dickinson Wright PLLC, represents the
Official Committee of Unsecured Creditors.


SOUTHWEST RECREATIONAL: Trustee Wants Applied Landscape to Pay
--------------------------------------------------------------
Ronald L. Glass, the chapter 11 Trustee appointed in Southwest
Recreational Industries, Inc.'s bankruptcy case, asks the U.S.
Bankruptcy Court for the Northern District of Georgia, Rome
Division, to compel Applied Landscape Technologies Inc. to pay the
Debtor's estate monetary damages.

The Debtor entered into a service contract agreement with Applied
Landscape.  Under the agreement, the Debtor agreed to install
indoor and outdoor athletic surfaces at two locations: Camp Dawson
and Riverbank Park.

The Trustee says the Debtor completed the work it was supposed to
do.  But, Applied Landscape refused to pay the $408,736 fee due
and owing to Southwest.

Therefore, the Trustee contends, as successor-in-interest to the
Debtor, he is entitled to an award for actual damages in the
principal amount of $408,736 and, to the maximum extent allowed by
law, for attorney's fees, interests and costs as a result of
Applied Landscape's failure to turnover the amount.

The Trustee asserts that Applied Landscape's refusal to pay the
amounts owed to the Debtor constitutes an "act to obtain
possession of property of the estate or from the estate or to
exercise control over property of the estate," which violates
Section 362(a)(3) of the Bankruptcy Code.

Accordingly, Applied Landscape has acted in violation of the
automatic stay.  As a result, the Trustee seeks:

   1) compensatory damages to be proven at trial, including the
      interest payment, at the federal judgment rate, for all
      amounts due from Applied Landscape from the date the Debtor
      stopped working on Applied Landscape's project,

   2) payment of the Trustee's attorney's fees and costs for
      having to resort to litigation to establish its rights, and

   3) denial of Applied Landscape's rights to setoff any debt owed
      to the Debtor against any claim against the Debtor.

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir Meyerowitz,
Esq., Mark I. Duedall, Esq., and Matthew W. Levin, Esq., at Alston
& Bird, LLP, represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, they
listed $101,919,000 in total assets and $88,052,000 in total
debts.  On Aug. 11, 2004, Ronald L. Glass was appointed as Chapter
11 Trustee for the Debtors.  Henry F. Sewell, Jr., Esq., Gary W.
Marsh, Esq., at McKenna Long & Aldridge LLP represent the Chapter
11 Trustee.


SOUTHWEST RECREATIONAL: Gets Okay to Retain Braver as Accountant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave Ronald L. Glass, the Chapter 11 Trustee appointed in
Southwest Recreational Industries, Inc., and its debtor-
affiliates' bankruptcy cases, permission to employ Braver Schimler
Pierce Jenkins LLP as his Tax Accountant.

Braver Schimler will:

   (a) advise and assist the Chapter 11 Trustee on general tax
       accounting matters; and

   (b) prepare and file the 2004 consolidated U.S. income tax
       returns for American Sports Product Group Inc. and its
       subsidiaries, as wells as 83 other federal and state tax
       filings the Bankruptcy Estates must make.

As previously reported in the Troubled Company Reporter on May 18,
2005, David A. Braver disclosed that Braver Schimler will charge
$42,500.  This is the flat fee if all of the companies examined
have sustained a taxable loss for the calendar year 2004.

If a company under examination earns taxable income for the
calendar year 2004, Braver Schimler will charge additional fees to
complete the services for the Chapter 11 Trustee.

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir Meyerowitz,
Esq., Mark I. Duedall, Esq., and Matthew W. Levin, Esq., at Alston
& Bird, LLP, represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, they
listed $101,919,000 in total assets and $88,052,000 in total
debts.  On Aug. 11, 2004, Ronald L. Glass was appointed as Chapter
11 Trustee for the Debtors.  Henry F. Sewell, Jr., Esq., Gary W.
Marsh, Esq., at McKenna Long & Aldridge LLP represent the Chapter
11 Trustee.


STANLEY HOLT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Stanley Keith Holt
        7128 Wright Ridge Road
        Cypress Inn, Tennessee 38452

Bankruptcy Case No.: 05-07929

Chapter 11 Petition Date: July 4, 2005

Court: Middle District of Tennessee (Columbia)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, Tennessee 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Estimated Assets: $120,000

Estimated Debts:  $1,563,088

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
TN Dept of Revenue                            $1,433,769
Atty. Gen. Bk. Unit
525 5th Avenue North, 2nd Floor
Nashville, TN 37243

VISA                                              $5,000
P.O. Box 15019
Wilmington, DE 19850

Bank Of Collinwood                                $4,428
107 East Broadway Street
Collinwood, TN 38452

Bank Of Collinwood                                $3,990
107 East Broadway Street
Collinwood, TN 38452

Bank Of Collinwood                                $3,758
107 East Broadway Street
Collinwood, TN 38452

Hibbett, Dr. B. Kenneth                           $3,016
405 North Cedar Street
Florence, AL 35630

Mitsubishi Digital Elec. America Inc.             $2,950
Retail Services
Deptartment 7680
Carol Stream, IL 60116

Bank Of Collinwood                                $2,285
107 East Broadway Street
Collinwood, TN 38452

Twesme, Dr. David                                 $2,200
1916 Bruin Drive
Florence, AL 35630

Discover Card                                     $1,000
P.O. Box 30395
Salt Lake City, UT 84130

Sams Club                                           $900
P.O. Box 530942
Atlanta, GA 30353

Smith & Smith Endodontics                           $724
1910 Bruin Drive
Florence, AL 35630

Target                                              $623
Retailers National Bank
P.O. Box 59317
Minneapolis, MN 55459

Old Navy Card                                       $600
P.O. Box 530942
Atlanta, GA 30353

Oral & Facial Surgery of the Shoals                 $384
398 Ashe Boulevard
Sheffield, AL 35660

Sears                                               $243
P.O. Box 182149
Columbus, OH 43218

Target                                              $240
Retailers National Bank
P.O. Box 59317
Minneapolis, MN 55459

Shoals Clinic PC                                     $82
Florence Hospital Prof. Boulevard
2115 Cloyd Boulevard, Suite 1
Florence, AL 35630

Goody's Family Clothing                              $46
P.O. Box 659704
San Antonio, TX 78265

Florence Opthalomology                               $42
646 Cox Creek Parkway, Suite A
Florence, AL 35630


TOM'S OF TEXAS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Tom's of Texas Inc.
        dba Tom's Steakhouse
        1102 Swallow Circle
        Sugar Land, Texas 77478

Bankruptcy Case No.: 05-40407

Type of Business: The Debtor operates a restaurant located in
                  Oakridge, Texas.

Chapter 11 Petition Date: July 4, 2005

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Donald Wesley Linnenbank, Esq.
                  Linnenbank Law Office
                  101 Southwestern Boulevard, Suite 111
                  Sugar Land, Texas 77478
                  Tel: (281) 494-6000
                  Fax: (281) 494-1021

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.


UAL CORP: To Dump Problematic Baggage System at Denver Airport
--------------------------------------------------------------
UAL Corporation and its debtor-affiliates will relinquish their
expensive and inefficient baggage system at the Denver
International Airport.  In the long-run, abandonment of the snag-
plagued system will save the Debtors money.

The Wall Street Journal reported that the Debtors spend about
$72,000,000 every year on the Denver baggage system.  Monthly
maintenance and operational expenses amount to $1,000,000.  The
Debtors pay the Denver Airport $60,000,000 per year in usage
fees, the Journal reported.  The system cost $250,000,000 to
build and has never worked properly.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 91; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants to Walk Away from Two Real Property Leases
----------------------------------------------------------
UAL Corporation and its debtor-affiliates propose to reject a
lease for cargo and office space at the William B. Hartsfield
International Airport, in Atlanta, Georgia.  The Debtors leased
the premises from Airport Group International, Inc., of Glendale,
California, and Aircraft Service International, Inc., of Orlando,
Florida.

The Debtors also want to reject a lease for an Office
Space/Reservation Center at Center Point Corporate Park in Kent,
Washington.  The Debtors leased the premises from GREIT -
Centerpoint Corporate Park, of Chicago, Illinois, Karr, Tuttle
and Campbell of Seattle, Washington, Triple Net Properties of Las
Vegas, Nevada, and Alston, Courtnage & Bassetti, of Seattle,
Washington.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 91; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Overview & Summary of Ch. 11 Plan of Reorganization
---------------------------------------------------------------
US Airways, Inc., US Airways Group, Inc., PSA Airlines, Inc.,
Piedmont Airlines, Inc., and Material Services Company, Inc., are
the proponents of the Plan within the meaning of Section 1129 of
the Bankruptcy Code.

In accordance with the Plan, the Debtors will merge with America
West Holdings Corporation, the holding company for America West
Airlines, Inc.  A new subsidiary of Group will merge with and
into America West, and America West will become a subsidiary of
Group.  Reorganized Group will issue 14,965,025 shares of New
Common Stock to America West stockholders.  Each share of America
West Class A common stock will be converted into the right to
receive 0.5362 of a share of New Common Stock.  Each share of
America West Class B common stock will be converted into the
right to receive 0.4125 of a share of New Common Stock.  Shares
of America West common stock owned by Group, America West or any
of their respective subsidiaries, will be canceled and retired
without payment and will cease to exist.

The existing shareholders of America West will receive
approximately 39% of the New Common Stock of Reorganized Group.
The Plan Investors will invest at least $500,000,000 in New
Common Stock of Reorganized Group representing approximately 49%
ownership.  New Common Stock representing 12% of Reorganized
Group will be distributed to unsecured creditors.  Brian P.
Leitch, Esq., at Arnold & Porter, in Denver, Colorado, notes that
these percentages reflect the assumed stock ownership following
the Effective Date of the Plan and Merger.  The percentages are
subject to dilution from additional equity issuances, including
the Rights Offering and the exchange of convertible debt for New
Common Stock.

After the Effective Date, Reorganized Group will sell up to
3,500,000 shares of New Common Stock for $16.50 per share.
Reorganized Group will list the New Common Stock on the New York
Stock Exchange or the Nasdaq National Market System.

On the Effective Date, as consideration for conversion of the
bridge facility, forgiveness and release of USAI from certain
prepetition obligations, deferral of certain payment obligations
and amendments to future maintenance agreements, Reorganized USAI
will issue $125,000,000 in New Convertible Notes to General
Electric Capital Corporation or an affiliate, as designated by
GECC.  The Notes will be convertible at any time into shares of
New Common Stock of Reorganized Group at a conversion price equal
to the product of:

        (x) 140% to 150% (at USAI's option); and

        (y) the average closing price of New Common Stock for 60
            consecutive trading days following listing of the
            stock on an exchange.

The Convertible Notes' interest rate will be determined within 30
days of emergence.  Interest payments will be due semi-annually,
in arrears.  The Convertible Notes will mature in 2020.  USAI may
redeem the Convertible Notes after the fifth anniversary of
issuance in cash or in New Common Stock.  Holders may require
USAI to repurchase the Convertible Notes on the fifth and tenth
anniversary of issuance at 100% of principal, plus accrued and
unpaid interest.  The Debtors may redeem the Convertible Notes
with either cash or New Common Stock.  The Convertible Notes will
be senior unsecured obligations and will rank equal to all
existing and future unsecured senior obligations of Reorganized
USAI.  Reorganized Group will guarantee the Convertible Notes.

                          Rights Offering

In accordance with the Plan, Group will raise up to $150,000,000
through a Rights Offering.  Group will issue at no charge:

     (a) transferable rights to purchase up to 3,500,000 shares
         of New Common Stock for $16.50 per share, to
         shareholders of America West Class A and Class B common
         stock; and

     (b) non-transferable rights to purchase up to 5,590,909
         shares of New Common Stock for $16.50 per share to
         certain unsecured creditors of the Debtors entitled to
         vote on the Plan.

Each holder of rights may subscribe for additional shares at the
same exercise price per share pursuant to an oversubscription
privilege.  If there are not enough shares available to satisfy
oversubscription privilege requests, the available shares will be
allocated pro rata to those who exercised their oversubscription
privilege based upon the number of shares each holder subscribed
for under the basic subscription privilege.  The Rights Agent
will return excess payments after the Rights Offering.

                           Synergies

According to Mr. Leitch, the Merger will create synergies with
revenue increases and cost savings to Reorganized Group of over
$600,000,000 per year.  The cost savings will result from
shrinking unprofitable routes, redistributing excess capacity
from the western United States to the East Coast, streamlining
aircraft fleets through a net reduction of 58 aircraft between
the Debtors and America West, downgrading mainline aircraft to
regional jets on certain routes and better utilization of
aircraft.  Further cost savings will result from reductions in
management overhead; elimination of overlap in airport
facilities, airport labor, office space and real estate; and
utilization of America West's in-house information technology
department.  Finally, the Debtors and America West have similar
labor costs and commonality in their aircraft fleets.

                         ATSB Approval

On January 18, 2002, AWA closed a $429,000,000 loan, with
$380,000,000 guaranteed by the Air Transportation Stabilization
Board.  America West guaranteed the payment of all principal,
premium and interest on the loan and pledged the stock of AWA to
secure its obligations.  The loan balance is currently
$300,300,000.  Principal payments are due in 10 installments of
$42,900,000 on March 31 and September 30, beginning March 31,
2004, and ending on September 30, 2008.  The portion of the loan
guaranteed by the ATSB bears interest at LIBOR plus 40 basis
points and is subject to a guarantee fee of 8% per year.
Pursuant to a Loan Agreement, America West must receive the
consent of the ATSB to complete the Merger.

                      Claims Classification

The Plan classifies claims into these Classes:

   Chapter 11 Case     Class         Claims
   ---------------     -----         ------
   US Airways, Inc.    USAI-1        Miscellaneous Secured Claims
                       USAI-2A       GECC Claims
                       USAI-2B       GEAE Claims
                       USAI-3        ATSB Loan Claims
                       USAI-5        Other Priority Claims
                       USAI-6        Aircraft Secured Claims
                       USAI-7        PBGC Claims
                       USAI-8        General Unsecured
                                     Convenience Claims
                       USAI-9        General Unsecured Claims
                       USAI-10       Interests in USAI

   US Airways
   Group, Inc.         Group-1       Miscellaneous Secured Claims
                       Group-2A      GECC Claims
                       Group-2B      GEAE Claims
                       Group-3       ATSB Loan Claims
                       Group-4       Airbus Claims
                       Group-5       Other Priority Claims
                       Group-6       Aircraft Secured Claims
                       Group-7       PBGC Claims
                       Group-8       General Unsecured
                                     Convenience Claims
                       Group-9       General Unsecured Claims
                       Group-10      Interests in Group
                       Group-11      Subordinated Securities
                                     Claims

   PSA Airlines,
   Inc.                PSA-1         Miscellaneous Secured Claims
                       PSA-2A        GECC Claims
                       PSA-2B        GEAE Claims
                       PSA-3         ATSB Loan Claims
                       PSA-5         Other Priority Claims
                       PSA-6         Aircraft Secured Claims
                       PSA-7         PBGC Claims
                       PSA-8         General Unsecured
                                     Convenience Claims
                       PSA-9         General Unsecured Claims
                       PSA-10        Interests in PSA

   Piedmont
   Airlines, Inc.      Piedmont-1    Miscellaneous Secured Claims
                       Piedmont-2A   GECC Claims
                       Piedmont-2B   GEAE Claims
                       Piedmont-3    ATSB Loan Claims
                       Piedmont-5    Other Priority Claims
                       Piedmont-6    Aircraft Secured Claims
                       Piedmont-7    PBGC Claims
                       Piedmont-8    General Unsecured
                                     Convenience Claims
                       Piedmont-9    General Unsecured Claims
                       Piedmont-10   Interests in Piedmont

   Material Services
   Company, Inc.       Material
                       Services-1    Miscellaneous Secured Claims

                       Material
                       Services-2A   GECC Claims

                       Material
                       Services-2B   GEAE Claims

                       Material
                       Services-3    ATSB Loan Claims

                       Material
                       Services-5    Other Priority Claims

                       Material
                       Services-6    Aircraft Secured Claims

                       Material
                       Services-7    PBGC Claims

                       Material
                       Services-8    General Unsecured
                                     Convenience Claims

                       Material
                       Services-9    General Unsecured Claims

                       Material
                       Services-10   Interests in Material
                                     Services

          Administrative Expenses & Priority Tax Claims

Holders of Allowed Administrative Claims will receive a full cash
payment for their Claims or other treatment as agreed to by the
Debtors and the Claimholder.  Eastshore will have an Allowed
Administrative Claim under the Eastshore Financing Agreement in
an amount agreed to with the Debtors and approved by the Court.
The Eastshore Administrative Claim will be paid as of the
Effective Date in cash with accrued and unpaid interest, with
8,333,333 shares of New Common Stock.  This distribution will
satisfy the terms of the Eastshore Financing Agreement for
outstanding principal amounts due and Eastshore's Secured Claims.
All Allowed Administrative Claims for liabilities incurred by the
Debtors in the ordinary course of business during the Chapter 11
Cases will be paid in the ordinary course of business.

For Allowed Priority Tax Claims, at the option of the Debtors,
the Claimholder will be entitled to:

        (1) equal cash payments every three months not to exceed
            six years, totaling the principal amount of the Claim
            plus simple interest;

        (2) other treatment agreed to by the Claimholder and the
            Debtors, provided the treatment is more favorable to
            the Debtors; or

        (3) payment in full in cash.

               Treatment of Claims Under the Plan

Class   Description             Treatment Under Plan
-----   ------------            --------------------
  1     Miscellaneous Secured   At the Debtors' option, each
        Claims                  Allowed Miscellaneous Secured
                                Claimholder will receive:

                                (a) reinstatement of
                                      Claimholder's rights; or

                                (b) cash equal to the value of
                                    the Claimholder's interest in
                                    the property securing the
                                    Claim; or

                                (c) the property constituting
                                    collateral for the Claim; or

                                (d) a note secured by the
                                    Claimholder's collateral; or

                                (e) other treatment constituting
                                    the indubitable equivalent of
                                    the Claim; or

                                (f) other treatment agreed to by
                                    the Debtors and Claimholder.

  2A    GECC Claims             GECC will receive the treatment
                                described in the GE Master MOU.

  2B    GEAE Claims             General Electric Company, GE
                                Transportation Component, GE
                                Engine Services, Inc. and GE
                                Engine Services - Dallas, L.P.
                                will receive the treatment
                                described in the GE Master MOU.

  3     ATSB Loan Claims        ATSB Lenders' treatment will be
                                agreed to by the parties or
                                ordered by the Court.

                                Est. Claim Amount: $709,267,980
                                Est. Percentage Recovery: 100%

  4     Airbus Claim            In full satisfaction, settlement
                                and release of and in exchange
                                for the Airbus Claim, Group will
                                assume its existing aircraft
                                purchase obligations with AVSA,
                                S.A.R.L. and its affiliates, as
                                amended, and together with USAI
                                and America West, will consummate
                                the transactions described in a
                                term sheet to be provided by the
                                Debtors at a later date prior to
                                the deadline to cast votes on the
                                Plan.

  5     Other Priority Claims   Allowed Class-5 Other Priority
                                Claimholders will receive:

                                (a) cash equal to the amount of
                                    the Claim; or

                                (b) other treatment agreed to by
                                    the Debtors and the
                                    Claimholder.

                                Est. Claim Amount: $_________
                                Est. Percentage Recovery: 100%

  6     Aircraft Secured        Allowed Class-6 Aircraft Secured
        Claims                  Claimholders will receive either:

                                (a) reinstatement of the Claim;
                                    or

                                (b) other treatment agreed to by
                                    the Claimholder and the
                                    Debtors.

  7     PBGC Claims             The PBGC will receive:

                                (a) the same treatment the PBGC
                                    would receive if its Claim
                                    were a Class Group-9 General
                                    Unsecured Claim; or

                                (b) other treatment agreed to by
                                    the PBGC and the Debtors,
                                    provided that the other
                                    treatment be no less
                                    favorable to the Debtors than
                                    (a).

                                Est. Claim Amount: $__________
                                Est. Percentage Recovery: ____%

  8     General Unsecured       General Unsecured Convenience
        Convenience Claims      Claimholders will receive cash
                                equal to:

                                (a) 10% of the Allowed Claim if
                                    less than or equal to
                                    $50,000; or

                                (b) $5,000 if the Allowed Claim
                                    is greater than $50,000.

                                Claimholders receiving General
                                Unsecured Convenience Class
                                treatment waive their right to
                                receive a distribution for any
                                other General Unsecured Claim or
                                General Unsecured Convenience
                                Claim.

                                Est. Amount of Claims: $________
                                Est. Percentage Recovery: 10%

  9     General Unsecured       General Unsecured Claimholders
        Claims                  will receive a Pro Rata share of
                                the Unsecured Creditors' Stock.
                                If more than one Debtor is
                                obligated for a General Unsecured
                                Claim, the Holder will be deemed
                                to have a single Claim against
                                all Debtors.  Holders will
                                receive the right to participate
                                in the Rights Offering.

                                For Plan voting purposes, Holders
                                of Claims in Class-9 should
                                assume they will not participate
                                in the Rights Offering.

                                Est. Amount of Claims: $_________
                                Est. Percentage Recovery: ____%

10     Interests in            Holders of Interests in Group
        the Debtors)            will receive no distribution and
                                their Interests will be cancelled
                                as of the Effective Date.

                                Interests in the Debtors other
                                than Group will be reinstated in
                                exchange for consideration
                                provided by Group.

                                Est. Amount of Claims: $_________
                                Est. Percentage Recovery: ____%

                  Classes Impaired Under the Plan

Class Group-10 and Class Group-11 are not entitled to receive or
retain any property under the Plan.  Under Section 1126(g),
Claimholders and Interestholders in these Classes are deemed to
reject the Plan, and their votes will not be solicited.

The Debtors will ask the Court to determine whether certain
Classes are impaired or unimpaired.  Pending the Court's
decision, holders of Claims in these Classes will be permitted to
vote on the Plan.  The Classes that are determined by the Court
to be unimpaired will be deemed to have accepted the Plan.

These Classes may be impaired by the Plan:

        USAI-1                   USAI-6
        Group-1                  Group-6
        PSA-1                    PSA-6
        Piedmont-1               Piedmont-6
        Material Services-1      Material Services-6
        Group-4

Holders of Interests in Classes USAI-10, Piedmont-10, PSA-10, and
Material Services-10 are presumed to have accepted the Plan.
These Interestholders are proponents of the Plan and their votes
will not be solicited.

All other Classes are impaired and entitled to vote to accept or
reject the Plan.

              Unexpired Leases & Executory Contracts

(1) Interline Agreements

Each Interline Agreement will be automatically assumed as of the
Effective Date, unless the Interline Agreement:

      (a) has been rejected by the Debtors;

      (b) is the subject of a rejection motion before the
          Effective Date;

      (c) is listed in the Plan as a rejected Interline
          Agreement; or

      (d) is rejected pursuant to the Plan.

(2) Employee-Related Agreements

Each Employee-Related Agreement will be automatically assumed
unless the Employee-Related Agreement:

      (a) has been rejected by the Debtors;

      (b) is the subject of a rejection motion before the
          Effective Date;

      (c) is listed in the Plan as a rejected Employee-Related
          Agreement; or

      (d) is rejected pursuant to the Plan.

On the Effective Date, all proofs of claim filed by the Debtors'
unions will be deemed withdrawn.

(3) Other Executory Contracts and Unexpired Leases

Each Other Executory Contract and Unexpired Lease will be
automatically assumed unless the Other Executory Contract and
Unexpired Lease:

      (a) has been rejected by the Debtors;

      (b) is the subject of a rejection motion before the
          Effective Date;

      (c) is listed in the Plan as a rejected Other Executory
          Contract and Unexpired Lease; or

      (d) is assumed pursuant to the Plan.

(4) Intercompany Executory Contracts and Unexpired Leases

Each Intercompany Executory Contract and Unexpired Lease will be
automatically assumed unless the Intercompany Executory Contract
and Unexpired Lease:

      (a) has been rejected by the Debtors;

      (b) is the subject of a rejection motion before the
          Effective Date;

      (c) is listed in the Plan as a rejected Intercompany
          Executory Contract and Unexpired Lease; or

      (d) is rejected pursuant to the Plan.

(5) Jet Service Agreement

After the Effective Date, Reorganized USAI will continue to
honor, perform under and be bound by the Air Wisconsin Jet
Service Agreement dated February 18, 2005, between USAI and Air
Wisconsin Airlines Corporation.

(6) Rejection Damages Bar Date

Mr. Leitch explains that certain rejections of an Interline
Agreement, Employee-Related Agreement, Other Executory Contract
or Unexpired Lease, Intercompany Executory Contract or
Intercompany Unexpired Lease will result in a Claim.  At that
time, the Claim will be barred and unenforceable unless a proof
of claim is filed with the Claims Agent and served upon counsel
to the Debtors and the Creditors' Committee or the Post-Effective
Date Committee.  The Claim must be filed within 30 days after
service of the earlier of:

       (1) notice of the Confirmation Order; or

       (2) other notice that the contract or lease has been
           rejected.

This requirement will not be applicable to a Claim that was
previously allowed by the Court.

No rejection damage claims may be asserted against America West
or any Plan Investor or their assets or properties.  No rejection
damage claims may be allowed based on the rejection of any
collective bargaining agreement pursuant to Section 1113 of the
Bankruptcy Code.

                      Distribution Reserve

The Disbursing Agent will create a Distribution Reserve from the
property to be distributed to General Unsecured Claim Holders.
The Disbursing Agent will withhold enough shares of New Common
Stock to satisfy the distributions to the General Unsecured
Claimholders, when the allowance or disallowance of each Disputed
Claim is determined.  The Disbursing Agent, the Debtors, or the
Reorganized Debtors may request estimation for any Disputed Claim
that is contingent or unliquidated.  The Disbursing Agent will
place in the Distribution Reserve any dividends, payments, or
other distributions, as well as any obligations, from the
property withheld in the Distribution Reserve.  However, the
Claimholder will only receive an amount from the Distribution
Reserve sufficient to pay the Claim.

                           Committees

The Creditors' Committee, the Retiree Committee and any other
committees will automatically dissolve on the Effective Date.
All Committee members, professionals and agents will be released
from their duties and responsibilities in the Chapter 11 Cases.

On the Effective Date, the Reorganized Debtors will form a Post-
Effective Date Committee with these duties:

       (a) oversee the general unsecured claims reconciliation
           and settlement process;

       (b) formulate the procedures for the settlement of claims;

       (c) oversee the establishment and the maintenance of the
           Distribution Reserve;

       (d) oversee the distributions to General Unsecured
           Claimholders;

       (e) appear before any Court as necessary; and

       (f) any other matters agreed upon by the Reorganized
           Debtors and the Post-Effective Date Committee.

The Post-Effective Date Committee will consist of three to five
members appointed by the Creditors' Committee.  During the claims
reconciliation process, the Reorganized Debtors will make regular
reports to the Post-Effective Date Committee.  The Post-Effective
Date Committee may retain professionals to assist in its duties.
The Reorganized Debtors will pay the reasonable costs and
expenses of the Post-Effective Date Committee, including
professional fees.

                           Ownership

The Debtors outline the potential ownership of New Common Stock
after the Merger and consummation of the Plan:

                               Primary Shares       Fully Diluted Shares
                               --------------       --------------------
                               Shares  Percentage    Shares   Percentage
                               ------  ----------    ------   ----------
   Group
      New Convertible Note           --    --       5,224,660      6%
      Group Creditors         8,212,121    15%      8,212,121     10%
                            -----------  -----    -----------   -----
   Group Total                8,212,121    15%     13,436,782     16%

   America West
      Class A shares            460,686     1%        460,686      1%
      Class B shares         14,504,339    26%     14,504,339     18%
      7.25% Convertible Notes        --    --       5,606,196      7%
      Warrants                       --    --       8,122,683     10%
      Options                        --    --       4,280,725      5%
      7.5% Convertible Notes         --    --       3,860,163      5%
                            -----------  -----    -----------   -----
   America West Total        14,965,025    27%     36,834,792     44%

   Plan Investors
      Eastshore               8,333,333    15%      8,333,333     10%
      Par                     6,768,485    12%      6,768,485      8%
      ACE                     5,000,000     9%      5,000,000      6%
      Peninsula               3,333,333     6%      3,333,333      4%
      Wellington              9,090,900    16%      9,090,900     11%
                            -----------  -----    -----------   -----
   Plan Investors Total      32,526,051    58%     32,526,051     39%
                            -----------  -----    -----------   -----
   Total                     55,703,197   100%     82,797,624    100%
                            ===========  =====    ===========   =====

                       Liquidation Analysis

The Debtors' liquidation analysis, prepared with their
accountants and financial advisors, is premised upon a
hypothetical liquidation in a Chapter 7 case.  In the analysis,
the Debtors took into account the nature, status and underlying
value of their assets, the realizable value of their assets and
the encumbrance of the assets to liens and security interests.
The Debtors conclude that a Chapter 7 liquidation of the assets
would produce less value for distribution to creditors than that
recoverable under the Plan.

Mr. Leitch assures the Court that the Plan meets the "best
interests" test of Section 1129(a)(7) of the Bankruptcy Code.
Impaired classes will receive at least as much under the Plan as
they would in a Chapter 7 liquidation.  Creditors will receive a
greater recovery through the distributions contemplated by the
Plan because the continued operation of the Debtors, as opposed
to a forced liquidation, will garner more value.

Since most of the Debtors' employees will keep their jobs under
the Plan, there will be fewer claims against the Estates.  In a
Chapter 7 liquidation, employees would file claims for wages,
pensions and other benefits, some of which would be entitled to
priority.  Landlords, aircraft lessors and mortgage holders would
file large claims for both unsecured and administrative amounts.
The resulting increase in both general unsecured and priority
claims would decrease recoveries to unsecured creditors.
Therefore, recoveries under the Plan will be at least as much,
and in many cases significantly greater, than the recoveries
available in a Chapter 7 liquidation.

Mr. Leitch warns that if no plan is confirmed, the Debtors'
Chapter 11 Cases may be converted to a Chapter 7.  In a Chapter 7
case, a trustee or trustees would be appointed to liquidate the
Debtors' assets.  It is impossible to predict how the proceeds of
the liquidation would be distributed among various Claimholders.
However, creditors would lose the greater going concern value if
the Debtors were forced to liquidate.

The Debtors may be liquidated pursuant to a Chapter 11 plan,
whereby the Debtors' assets would be sold.  This process would be
conducted over a longer period of time than a liquidation under
Chapter 7.  Thus, a Chapter 11 liquidation might result in larger
recoveries than a Chapter 7 liquidation, but the delay in
distributions would produce lower present values received and
higher administrative costs.  Since a trustee is not required in
a Chapter 11 case, expenses for professional fees would be lower
than in a Chapter 7 case.

                        Exclusivity Period

The Debtors will retain the exclusive right to amend or modify
the Plan, and to solicit acceptances of any amendments to or
modifications of the Plan, through and until the Effective Date.
However, nothing in the Plan will impair America West's rights
under the Merger Agreement, any Plan Investor's rights under the
Investment Agreement to which it is a party, the ATSB Lenders'
rights under the ATSB Loan, or GEAE's and GECC's rights under the
GE Master MOU.

A full-text copy of US Airways' disclosure statement is available
at no charge at:

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

A full-text copy of US Airways' plan of reorganization is
available at no charge at:

     http://bankrupt.com/misc/usairchapter11plan.pdf

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 97; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Court OKs Retention Program for Non-Officer Management
------------------------------------------------------------------
In a petition entitled "Tell it to the Judge," the Communications
Workers of America disparages US Airways, Inc., and its debtor-
affiliates' Transaction Retention Plan.  The Petition notes that
"US Airways employees made concessions totaling $953 million per
year in this bankruptcy, compared to token, nominal concessions
made by our executives and management."  The Petition goes on to
say that "greed is not a good substitute for loyalty."

The CWA asserts that the Debtors' managers are lucky to have the
employment positions they do, especially given the new
opportunities that will surely open up at the new airline.  These
managers do not need to be induced to remain.

As reported in the Troubled Company Reporter on June 21, 2005, the
Revised TRP further provides that:

  (a) The Senior Executive severance payments and bonus
      components will be calculated from reduced current salary
      levels, reducing the maximum severance payments to Senior
      Executives by $4,000,000;

  (b) Bruce Lakefield, the Debtors' CEO, will reduce from 300% to
      200% the applicable severance multiplier, and will waive
      the Long Term Incentive Plan component, equal to 125% of
      Base Salary, of his severance;

  (c) In a liquidation, the Senior Executives' severance pool
      will be capped at $8,500,000;

  (d) Senior Executives entitled to receive 50% of severance,
      must remain in their positions for 30 days after declining
      the offer of continued employment to permit the reorganized
      company to locate a replacement;

  (e) Senior Executives will waive any other contractual claims
      arising out of termination of their agreements;

  (f) The five Senior Executives who earned lifetime benefits as
      part of the United Airlines merger discussions will retain
      travel benefits but not lifetime medical benefits.  Their
      medical benefits will be limited to regular Senior
      Executive medical benefits plus secondary health coverage
      through age 65;

  (g) The Debtors will not make the $410,000 restoration funding
      portion of the Unfunded Executive Defined Contribution Plan
      and will not make severance payments under the EDCP in a
      liquidation;

  (h) In a liquidation, the Debtors will cap severance payments
      to Salaried and Management employees at $15,000,000,
      inclusive of payments under the Discretionary Pool; and

  (i) The Debtors will provide notice to the Committee when they
      commit to pay $250,000 from the Discretionary Pool, and
      again at each $250,000 interval thereafter.

Under the Revised TRP, many Senior Executives will forego over
60% of the severance they were entitled to under existing
agreements.  Mr. Lakefield was entitled to over $4,000,000 in
severance pursuant to his existing employment contract.  Under the
Revised TRP, Mr. Lakefield's potential severance payment has been
reduced to $1,700,000.

               Court Approves TRP for Non-Officers

Judge Mitchell approves the retention program for the non-officer
management employees.  Judge Mitchell authorizes the Debtors to
implement that portion of the TRP, as modified, consisting of:

     (a) the amended and restated severance policies for Managing
         Directors and for covered employees below the level of
         Managing Director; and

     (b) the Retention Payment Program.

The Court, however, bars the Debtors from implementing that
portion of the TRP consisting of the 23 officer employment
contracts, described as postpetition contracts.  The Debtors may
seek approval of the proposed new employment contracts in
connection with the confirmation of a plan of reorganization.

In a 15-page Memorandum Opinion, Judge Mitchell explains that the
TRP is a response to "a serious retention problem."  Since the
Petition Date, over 200 critical employees have left and there
are 340 unfilled open positions.  If the exodus continues, there
will not be enough management employees to see the merger
through.  According to Judge Mitchell, a promise of severance to
management employees below the officer that is conditional upon
confirmation of a plan is not an effective inducement to
employees to remain with the Debtors.

The Court admits that Key Employee Retention Plans "have a shady
reputation."  KERPs are often used to lavishly reward executives
whose bad decisions or lack of foresight were responsible for the
debtor's financial plight.  Worse, the payments are made at the
expense of creditors.

The Court also acknowledges that in many cases economic or
industry conditions, rather than the executives, are to blame for
a debtors' plight.  However, Judge Mitchell notes that there is
"something inherently unseemly in the effort to insulate the
executives from the financial risks all other stakeholders face
in the bankruptcy process."

The decision to implement a severance and retention program was
not lightly made, Judge Mitchell says.  The Debtors first raised
the issue in October 2004, a month after the Petition Date.
However, the Debtors' Human Resources Committee decided against a
KERP and urged management to "tough it out."  After continued
attrition depleted the Debtors' management structure, the Board
obtained a second opinion on a KERP from a law firm.  When the
law firm supported implementation of a KERP, the Debtors filed
the request with the Court.

The Debtors' financial consultant testified that the proposed
severance and retention payments were in line with other
bankruptcy cases involving firms of a similar size.  The payments
rank roughly at the 50th percentile of the benefits among low-
cost airlines.  Hence, Judge Mitchell maintains, the Debtors used
proper business judgment in adopting the plans and have made a
threshold showing that the plans are fair and reasonable.

From a purely human point of view, Judge Mitchell says the TRP
represents a betrayal of the principle of "shared sacrifice" that
was championed by the Debtors in litigation and negotiations that
produced over $900,000,000 of wage and other concessions by
unionized workers.  "While management employees took some pay
cuts and benefit reductions, the plain truth is that those cuts
were significantly less than the cuts experienced by the non-
management employees," Judge Mitchell points out.  It is not
surprising that rank and file employees have reacted to the TRP
with outrage, as evidenced by the CWA Petition with 2,209
signatures.

Judge Mitchell notes that the Court is sensitive to the anger
among the workers, but the landscape has changed.  When labor
concessions were negotiated, the Debtors planned to transform the
airline and emerge as a low-cost carrier.  All employees were
equally likely to keep their jobs.  Now, the Debtors are headed
towards a merger, whereby few unionized employees will lose their
jobs, since there is little overlap in the route structure of the
two airlines.  However, between one-third and one-half of
management employees are expected to lose their jobs.

"The problem the company faces is that those management employees
will be needed up until the day their employment is terminated,
perhaps two years from now.  If they leave too soon, the merger
itself (and with it, the jobs of the rank and file employees)
will be threatened," Judge Mitchell says.

The Association of Flight Attendants argued that the TRP was too
broad.  Judge Mitchell points out that if the Debtors suffer
further attrition, their ability to consummate the merger will be
jeopardized.  For example, "once a football team has been reduced
to 11 players, every one of them is 'critical,' since you cannot
field a team with fewer," he explains.  Plus, not everyone will
receive money for simply agreeing to stay on.  The management
severance and retention payments will only be paid if the
employee remains until their services are no longer needed.

Judge Mitchell relates that the cost of the TRP "is not likely to
be anywhere near the $55 million reported in the press."  Given
the attrition estimates, the TRP will probably cost $20,000,000
to $28,000,000, if the merger goes through.  If the Debtors must
liquidate, the administrative claim owed by the bankruptcy estate
would be limited to $23,800,000.  "While that is still a lot of
money, it is a far cry" from the publicized $55,000,000.

Judge Mitchell agrees with the United States Trustee that the
approval of new employment agreements for the Debtors' officers
should await plan confirmation.  The proposed severance payments
are large and there is no provision for mitigation.  The TRP
would give senior officers the opportunity to collect severance
simply because they might not want to move to Arizona.
Therefore, these contracts should be judged in the light of the
confirmation process where different classes of creditors, all
seeking higher distributions, can vote.

Pursuant to negotiations between the Debtors and the Official
Unsecured Creditors Committee, these conditions will apply to the
implementation of the TRP:

   (1) the aggregate amount of all administrative expense claims
       allowable in a liquidation may not exceed $15,000,000; and

   (2) the Debtors will report to the Committee every time the
       expenditures under the TRP passes a whole multiple of
       $250,000.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 96; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Equity Committee Members Can Continue Securities Trading
------------------------------------------------------------------
Judge Fitzgerald allows members of the Statutory Committee of
Equity Security Holders in the chapter 11 cases of USG Corporation
and its debtor-affiliates to trade during the pendency of the
Debtors' bankruptcy cases:

     (i) the stock, notes, bonds, or debentures issued by any of
         the Debtors or their non-debtor affiliates;

    (ii) participation in any debt obligations; or

   (iii) any other claims against or interests in any one or more
         members of the USG Group that constitute "securities"
         within the meaning of applicable state or federal
         securities law or both,

as long as any Member that engages in any of the transactions
establishes and effectively implements an Ethical Wall to prevent
the misuse of any material non-public information obtained
through its activities as a member.

Judge Fitzgerald rules that any Equity Committee Member will not
be violating its duties as member, and, accordingly, will not
subject its holdings to possible disallowance or other adverse
treatment, if that Member trades securities during the pendency
of the Debtors' Chapter 11 cases and adheres to policies and
procedures in maintaining an Ethical Wall to prevent the misuse
of any material non-public information obtained through its
activities as a member.

Certain of the present members of the Equity Committee are direct
investment advisors or managers that provide investment advisory
services to institutional, pension, mutual fund and high net-worth
clients and affiliated funds and accounts.  As providers of those
services, the Members have the duty to maximize returns for their
clients or shareholders through the buying and selling of
securities and other financial assets.  Other Members may also
regularly buy and sell securities and other financial assets for
their own portfolios.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnel, in
Wilmington, Delaware, related that if the Members are barred from
trading securities during the pendency of the Debtors' Chapter 11
cases because of their services on the Equity Committee, they risk
the loss of potential beneficial investment opportunities for
their clients.  Alternatively, if the Members resign from the
Equity Committee, their interests and those of their clients' may
be compromised by virtue of their taking a less active role in the
reorganization process.

According to Mr. Butz, in the last several years, many
institutions have faced the same dilemma with respect to
committee memberships in other Chapter 11 cases.  To resolve the
issue, bankruptcy courts, with increasing regularity, permit
members of statutory committees to trade securities of debtors
conditioned on the establishment of Ethical Walls.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/ -- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.


W.R. GRACE: Gets Court OK to Contribute $6.5M to Lake Charles Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave W.R.
Grace & Co. and its debtor-affiliates permission to make a one-
time lump sum contribution to the W.R. Grace & Co.-Conn.
Retirement Plan for Hourly Employees of Lake Charles Plant, in
accordance with the recently negotiated collective bargaining
agreement among W.R. Grace & Co.-Conn, Grace Davison, Lake Charles
Site and the Lake Charles Metal Trades Council, AFL-CIO, dated
March 14, 2005, for $6,584,955.

The Lake Charles Complex is the Debtors' second largest
manufacturing facility in the United States.  At Lake Charles,
the Debtors' Davison business manufactures fluid cracking
catalysts and hydroprocessing catalysts.  Also at Lake Charles,
the Debtors employ 345 hourly and salaried employees.  The total
number of hourly employees currently represented by the Lake
Charles Union is 236, which is 68% of the total workforce at Lake
Charles.  The Union has represented the Lake Charles Union
Employees since the 1950s.

David W. Carickhoff, Jr., Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., in Wilmington, Delaware, related
that the collective bargaining agreement that preceded the 2005
Lake Charles Union Agreement was scheduled to expire on March 15,
2005.  Therefore, to avoid the possibility of a costly work
stoppage, a new agreement to replace the prior agreement needed
to be finalized on or about that date.

In anticipation of the expiration of the prior collective
bargaining agreement, the Debtors and the Lake Charles Union
began formal negotiations on February 4, 2005.  Those
negotiations ended with the Debtors making a final offer, which
included amendments to the Lake Charles Pension Plan, on March 4,
2005.  The final offer became the 2005 Lake Charles Union
Agreement when the Lake Charles Union Employees ratified the
final offer on March 11, 2005, by a slim margin.

According to Mr. Carickhoff, the Debtors' objectives regarding
the negotiations with the Lake Charles Union were to maintain
employee morale and acceptable labor relations with the Union, to
have the Union accept an increase in cost of medical coverage for
active employees, and to avoid a costly work stoppage by the Lake
Charles Union Employees by providing them with increased
compensation and benefits that would still be equitable and
competitive.  The Debtors also sought a four-year fixed term
labor contract with no "reopener" or right to strike.  The
Debtors believe that the 2005 Lake Charles Union Agreement
accomplishes all of those objectives in the most cost-efficient
manner.

Prior to the formal negotiations that ultimately led to the 2005
Lake Charles Union Agreement, union representatives made it clear
to the Lake Charles management that employee benefits,
particularly those under the retiree medical plan and the Lake
Charles Union Pension Plan, are significant matters to be
discussed.  In general, the Lake Charles Union took the position
that:

    (a) the benefits under the Plan were not equitable and
        competitive when compared to the pension benefits of union
        employees at Davison's other large manufacturing facility,
        at Curtis Bay, in Maryland; and

    (b) the significant recent increases in retiree medical
        premiums were having a devastating impact on current and
        future Lake Charles retirees for many reasons, including
        the failure of the Lake Charles Union Pension Plan to
        provide benefits that would offset any meaningful portion
        of the increases in retiree medical premiums.

For these reasons, certain Lake Charles Union representatives
expressed concern that the Debtors' failure to make concessions
with respect to the Lake Charles Union Pension Plan would result
in labor dissatisfaction and a failure to achieve a new labor
agreement, without which there would have been no protection
against a strike.

Mr. Carickhoff told Judge Fitzgerald that during the
negotiations, the Debtors rejected the Lake Charles Union's
demands for concessions regarding the cost and design of the
retiree medical plan.  The Debtors did, however, agree to amend
the Lake Charles Union Pension Plan to increase benefits,
provided that they could secure the requisite approval from the
Court.

In general, the Lake Charles Union Pension Plan provides that:

    * The Plan is a defined-benefit pension plan, which satisfies
      the qualification requirements under Section 401(a) of the
      Internal Revenue Code;

    * The "plan year" applicable to the Plan is a calendar year;

    * The Plan is funded with employer contributions, in
      accordance with Section 412 of the Internal Revenue Code.
      The employer contributions, and all related earnings, are in
      a trust that is tax-exempt under Section 501(a) of the
      Internal Revenue Code; and

    * The Plan does not require employee contributions.

Moreover, the Plan is a so-called "flat-dollar unit benefit
plan."  Under that currently applicable benefit formula, an
eligible employee would be entitled to a lifetime annuity
commencing at age 62 for $44 per month for each year of eligible
service.  Thus, an employee with 30 years of service would be
entitled to an annuity amounting to $1,320 per month.

As of January 1, 2005, the estimated "current liability" under
the Lake Charles Union Pension Plan totaled approximately
$17,447,000, the "actuarial value" of plan assets totaled
approximately $12,355,000, and the "market value" of plan assets
totaled approximately $13,107,000.

Mr. Carickhoff noted that the most significant aspect of the Lake
Charles Pension Amendments is that the monthly pension benefit
for any Lake Charles Union Employee who retires on or after
March 15, 2005, would increase from $44 to $50 per year of
service, representing an increase of 13.6% over the four-year
term of the 2005 Lake Charles Union Agreement.

Mr. Carickhoff told the Court that for the Debtors to implement
the Pension Amendments, they are required to make a $6,584,955
contribution not later than September 15, 2005, pursuant to
Section 401(a)(33) of the Internal Revenue Code.

Mr. Carickhoff added that the actuary of the Lake Charles Union
Pension Plan calculated the exact amount of the Required
Contribution.  The actuary of the Lake Charles Plan estimates
that, to comply with the funding requirements, the Debtors will
not be required to make any additional minimum contributions
during 2005 or 2006, if the Required Contribution is made on a
timely basis during 2005.  The funds to make the Required
Contribution will not be drawn from the Debtors' DIP Credit
Facility, but rather from currently available cash and from non-
debtor affiliates.

Aside from the Lake Charles Pension Amendments, the only other
material cost to the Debtors as a result of the 2005 Lake Charles
Union Agreement is a moderate wage increase, Mr. Carickhoff
points out.  The hourly rate of the Lake Charles Union Employees
is scheduled to increase by an average of 3.2% annually from 2005
to 2008 under the Agreement.

The 2005 Lake Charles Union Agreement provides that, in the event
that the Debtors fail to secure the requisite approvals to make
the Lake Charles Required Contribution, then the Debtors will
instead pay each Lake Charles Union Employee a single cash
payment of $3,600.  The total cost of those payments would be
$850,000.  The Debtors assert, however, that the failure to
secure approval to make the Lake Charles Contribution, and
therefore the failure to implement the Lake Charles Pension
Amendments, would result in labor discord and morale problems,
which in turn would result in lost productivity, even after the
cash payments are made.  The Debtors believe that implementing
the Lake Charles Pension Amendments is the most cost-effective
manner to avoid those issues.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 88; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WATTSHEALTH FOUNDATION: Taps Stutman Triester as Bankr. Counsel
---------------------------------------------------------------
WATTSHealth Foundation, Inc., asks the U.S. Bankruptcy Court for
the Central District of California, Los Angeles Division, for
permission to employ Stutman Triester & Glatt Professional
Corporation as its general bankruptcy counsel.

Stutman Triester is expected to:

   1) assist the Debtor with its chapter 11 case, including the
      preparation of its Schedules of Assets and Liabilities,
      Statements of Financial Affairs and other legal documents to
      be filed with the Bankruptcy Court and the Office of the
      U.S. Trustee;

   2) represent the Debtor in proceedings or hearings in the Court
      and assist in the preparation of accounts, applications,
      orders and reports;

   3) assist in resolving claims filed against the Debtor's
      estate;

   4) assist and advise the Debtor concerning the requirements of
      the Bankruptcy Code and the Bankruptcy Rules relating to the
      administration of its chapter 11 case and the operation of
      its business as a debtor-in-possession; and

   5) perform all other legal services to the Debtor that are
      necessary in its bankruptcy case;

Gary E. Klausner, Esq., a Member at Stutman Triester, is the lead
attorney for the Debtor.  Mr. Klausner discloses that the Firm
received a $50,000 retainer.  Mr. Klausner charges $625 per hour
for his services.

Mr. Klausner reports Stutman Triester's professionals bill:

      Professional         Designation    Hourly Rate
      ------------         -----------    -----------
      Nathan A. Schutz     Associate         $295
      Kendra A. Johnson    Paralegal         $170

      Designation          Hourly Rate
      -----------          -----------
      Principals           $425 - $675
      Associate            $275 - $380
      Law Clerks           $135 - $195
      Paralegals              $170

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

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627).  When the Debtor filed for protection from its
creditors, it estimated assets and debts of $50 million to
$100 million.


WATTSHEALTH FOUNDATION: U.S. Trustee Picks 9-Member Panel
---------------------------------------------------------
The United States Trustee for Region 15 appointed nine creditors
to serve on the Official Committee of Unsecured Creditors in
WATTSHealth Foundation, Inc.'s chapter 11 case:

   1. University of Southern California Hospital
      Attn: Lynn E. Iba
      3 Imperial Promenade, Suite 740
      Santa Ana, California 92707
      Phone: 714-428-6744, Fax: 714-428-6701

   2. St. Bernardine Medical Center
      Attn: Suzan Vida Konell
      251 S. Lake Avenue, Suite 700
      Pasadena, California 91101
      Phone: 626-744-2252, Fax: 626-397-2783

   3. Long Beach Memorial Medical Center
      Attn: Lisa R. Scheer
      7677 Center Avenue, Suite 403
      Huntington Beach, California 92647
      Phone: 562-933-1824, Fax: 562-933-1840

   4. Centinela Hospital Medical Center
      Attn: Steve Levine
      555 E. Hardy Street
      Inglewood, California 90301
      Phone: 310-680-1407, Fax: 310-673-0251

   5. Watts Health Corporation, Inc.
      Attn: William D. Hobson
      10300 Compton Avenue
      Compton, California 90002
      Phone: 323-568-4417, Fax: 323-563-6378

   6. La Vida Medical Group
      Attn: Chukah Chidi
      4161 Redondo Beach Boulevard
      Lawndale, California 90260
      Phone: 310-214-8677, Fax: 310-921-1716

   7. Good Samaritan Hospital
      Attn: Ira Meiselman
      616 S. Witmer Street
      Los Angeles, California 90017
      Phone: 213-482-2747, Fax: 213-482-2770

   8. LAC King/Drew Medical Center
      Attn: Carolyn Foster
      313 N. Figueroa Street, Room 527
      Los Angeles, California 90012-2602
      Phone: 213-240-7918, Fax: 213-482-9179

   9. Development Specialist, Inc.
      Attn: Geoffrey Berman
      333 S. Grand Avenue, Suite 2010
      Los Angeles, California 90071
      Phone: 213-617-2717, Fax: 213-617-2718

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 Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


WESTCOM CORP: Moody's Rates Proposed $120 Million Debt at B1
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to WestCom
Corporation's proposed $15 million senior secured revolving credit
facility and $105 million senior secured Term B loan.

Additionally, Moody's has assigned WestCom a B2 corporate family
rating (formerly known as the senior implied rating).  The ratings
broadly reflect WestCom's leverage subsequent to the company's
decision to recapitalize its balance sheet with Canadian Income
Participating Securities with its ongoing commitment to distribute
nearly all excess cash to IPS holders.  The B1 rating assigned to
the senior secured credit facilities, which is one notch higher
than the corporate family rating, generally reflects superior
asset coverage as the total drawn amount, which Moody's believes
will be approximately $107 million (i.e. the $105 million term
loan plus a small draw under the revolver) represents 43% of total
debt and 1.75x pro forma TTM (03/31/05) adjusted EBITDA.

Moody's assigned these ratings:

   * Corporate family rating -- B2

   * $15 million senior secured revolving credit facility
     maturing 2010 -- B1

   * $105 million senior secured term loan maturing 2010 -- B1

The outlook on all ratings is stable.

The B2 corporate family rating reflects the increase in leverage
along with the ongoing commitment to distribute nearly all excess
cash flow to the IPS holders.  The ratings also reflect Moody's
general concern that WestCom's tendency to grow through
acquisitions poses potential ongoing integration challenges.
WestCom recently funded its $25 million purchase of Global
Crossing's trader voice business on May 3, 2005 and intends to
acquire Trade Lines Communications Inc. for approximately
$11 million shortly.  Both transactions will be refinanced with
the new secured bank loan facility and IPS proceeds.

Other factors driving the ratings, include:

   * the company's high EBITDA margins (49.2% TTM at
     March 31, 2005;

   * pro forma for the acquisition of the GCTV assets and Trade
     Lines);

   * high leverage (4.02x pro forma TTM at March 31, 2005),

   * moderate interest coverage (2.2x pro forma TTM at
     March 31, 2005); and

   * nominal free cash flow.

While the IPS transaction has no impact on EBITDA margins, it will
substantially weaken the company's leverage and interest coverage
ratios and will utilize nearly all excess cash flow.  There is
also an element of currency risk with the firm's revenues
denominated in U.S. Dollars, which will be covered by a five year
forward contract.

The stable rating outlook reflects Moody's view that given the
company's cash flow generating ability, ratings are unlikely to
decline over the near term unless triggered by a specific event,
such as a major acquisition, which could cause leverage to spike.
Likewise, Moody's does not believe the ratings will improve over
the near term until WestCom begins deleveraging, which is less
likely given the company's expected ongoing distribution of excess
cash flow pursuant to the IPS structure.  A prolonged, though non-
event related, downturn in the financial services industry could
also negatively affect the ratings as it could signal slower
revenue growth (i.e. staffing reductions on financial service
industry trading floors) and further inhibit WestCom's ability to
generate sufficient excess free cash flow to maintain the existing
dividend without cutting back capital expenditures or investments
elsewhere within the firm.

The IPS securities are comprised of common equity and subordinated
debt and will be issued by a newly formed Canadian holding
company, WestCom Global Networks Ltd. The common equity (if
separated from the subordinated debt) will be traded on the
Toronto Stock Exchange.  Moody's understands that the rationale
for structures like the proposed IPS transaction is to utilize a
company's stable cash flow generation to enhance market valuations
by committing to a pay a high yielding dividend income stream.
The IPS issuance will total approximately $324 million (C$400
million) and will be approximately 62% equity (class A shares) and
38% subordinated debt.  Existing shareholders must retain 10%
ownership, or approximately $27 million, in class B shares, as
well as $40 million in new class C shares, though these shares may
be redeemed if demand for the IPS is strong.  Any such redemption
would increase the company's leverage to a maximum of 4.25x since
the increase would be pro rata to the existing 62% and 38% equity
and debt mixture.  Such an increase would not impact WestCom's
ratings.

In addition to increasing the company's leverage and weakening its
interest coverage ratios, Moody's believes high dividend paying
structures or similar policies may leave a company vulnerable
since little cash remains available for debt reduction, unforeseen
events or growth investments.  As Moody's does not expect the
company's cumulative free cash flow (i.e. in excess of dividend
payments) to be sufficient to pay the bullet amortization at
maturity, the term loan will have to be refinanced.  Moody's also
notes that the company is not required to accrue any excess cash
and may choose to pay projected cumulative cash flow out as a
dividend.  Senior secured lenders are, however, protected by
covenants that might require the suspension of dividends and/or
the deferral of subordinated debt interest payments if tripped.
In such a scenario, 50% of the suspended dividend and 100% of the
deferred interest payment must be used to reduce outstanding
senior secured debt.  Moody's understands that the dividend
compliance test is 2.0x EBITDA-to-interest while the subordinated
debt interest payment compliance test is 1.9x EBITDA-to-interest.

WestCom's market leading position in the roughly $1 billion trader
voice services market provides the company with a competitive
advantage with respect to provisioning service and is a key factor
supporting the ratings.  Since a significant number of trading
firms are already using the company's network, Moody's believes
customers are attracted by WestCom's ability to provide service in
one day or less, compared to several days or weeks from many of
the company's competitors -- such as Verizon.  Such a broad base
of "on net" customers drives demand, further enhancing an already
favorable market position and providing an effective barrier to
entry.

Additionally, the ratings reflect Moody's belief that WestCom
possesses deep knowledge of its highly specialized markets, and
that WestCom's customers face high switching costs.  Moody's
believes that large facilities-based competitors, such as MCI and
Verizon, lack the proper focus, particularly given the small size
of the addressable market, to successfully challenge WestCom.

Moody's believes that, despite WestCom's market-leading position,
the trader voice service niche is fairly small and susceptible to
the inherent cyclicality of the financial services sector.
Moody's notes that from 2001 to 2003, WestCom's revenues declined
from $77.6 million to just under $70 million, a 10% decline, due
to a downturn in the financial services industry and the events of
9/11.

However, during this period of revenue decline and financial
service sector malaise, Moody's recognizes that the company's free
cash flow grew from roughly $10.3 million in 2001 to $17.4 million
in 2003 (prior to shareholder distributions), though the rating
agency attributes some of the increase to relatively low capital
spending in 2003 relative to 2001 and 2002.

Despite barriers to entry, WestCom's relatively modest
capitalization does expose the company to market entry by
significantly better capitalized, and presumably determined,
telecom carriers.  Moody's believes that such carriers, while
potentially being able to offer better pricing than WestCom, would
be challenged to sustain the levels of reliability and,
particularly, customer service historically offered by WestCom.

Additionally, while WestCom's track record of revenue growth and
margin improvement illustrates the company's success in meeting
its clients' needs, Moody's believes that WestCom's client base is
susceptible if the company fails to deliver on network reliability
or customer service.

Modest levels of overall market growth will continue to challenge
the company to grow revenues organically.  Moody's believes that
the company will seek to increase its revenue base through
acquisitions, such as GCTV and Trade Lines.  Such acquisitions,
particularly foreign acquisitions, could carry significant
integration risk and often become a short-term managerial
distraction.  Moody's expects that future acquisitions may be
funded by incremental IPS issuance or through a secondary common
equity offering.  Moody's also expects that WestCom would fund
future acquisitions in such a manner as to preserve the balance
sheet, and anticipates that future acquisitions would be
immediately cash flow accretive.  Even so, acquisition risk weighs
negatively on our assigned rating.

The credit facilities will be guaranteed by:

   * WestCom Holding Corp.;

   * WestCom Acquisition Corp.;

   * WestCom Dedicated Private Lines, Inc. (an Illinois s-
     corporation);

   * WestCom Dedicated Private Lines, Inc. (a New York
     corporation);

   * Trade Lines Communications, Inc.;

   * WestCom Global Networks ULC (Canada);

   * WestCom Communications ULC (Canada); and

   * each existing and future direct and indirect domestic
     subsidiary of the Borrower.

Moody's notes that intangible assets comprise 88% of the company's
pro forma March 31, 2005 asset base.

Moody's understands that the credit facilities will be secured by
perfected first priority liens and security interests in:

   (1) the capital stock of each of the Borrower's domestic
       subsidiaries;

   (2) 65% of the capital stock of the Borrower's first-tier
       foreign subsidiaries;

   (3) intercompany debt; and

   (4) all assets of the Borrower and each guarantor (as defined
       above).

WestCom is a provider of trader voice services to financial
services firms in North America and Europe.  The company is
headquartered in Manhattan.


WINN-DIXIE: Selling Nine N.C. Supermarkets to Ruddick for $16.75M
-----------------------------------------------------------------
A Winn-Dixie Stores, Inc., subsidiary inked an agreement with
Ruddick Corporation's Harris Teeter supermarket subsidiary to sell
nine supermarket stores located throughout its core markets of
North Carolina.

The agreement calls for the purchase of the leasehold interest for
each of the nine supermarkets for an aggregate purchase price of
$16.75 million.  In addition, Harris Teeter is required to
purchase other assets, including inventories, and to assume the
leases.  It is expected that Harris Teeter will also remodel the
purchased stores.  The agreement is being entered into in
connection with the Debtors' bankruptcy proceedings and is subject
to numerous conditions including bankruptcy court approval.  The
agreement permits the Debtors to continue to solicit offers for
the stores until the time of the bankruptcy court approval.
Consequently, no assurance can be given that Harris Teeter will
successfully close on the transaction for any or all of the
stores.  If successful, closing is expected to occur during early
August, at which time Ruddick will provide additional information.

                          About Ruddick

Ruddick Corporation (NYSE: RDK) is a holding company with two
primary operating subsidiaries: Harris Teeter, Inc., a regional
chain of supermarkets in six southeastern states and American &
Efird, Inc., a leading manufacturer and distributor of industrial
sewing thread with global operations.

                        About Winn-Dixie

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Panel Gets Court OK to Hire Akerman as Local Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
overrules the United States Trustee's objection to the Official
Committee of Unsecured Creditors' application to retain
Akerman Senterfitt as its local co-counsel in Winn-Dixie Stores,
Inc., and its debtor-affiliates' chapter 11 cases.

The Committee is authorized to retain Akerman provided that:

   (a) without further delay, Akerman will file an Affidavit with
       the Court certifying that it has either:

       * divested itself of its prepetition claim against the
         Debtors' estate by reason of sale or transfer of that
         claim, without representation or warranty; or

       * affirmatively waives that claim; and

   (b) without further delay, Akerman will withdraw from all
       matters for which it has represented the Debtors as an
       ordinary course professional.

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: Gets Court Approval to Hire DJM & Food Partners
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Winn-Dixie Stores, Inc., and its debtor-affiliates permission to
employ DJM Asset Management, LLC, and The Food Partners, LLC, to
provide real estate consulting services and to negotiate leases.

As previously reported on the Troubled Company Reporter on
May 19, 2005, DJM and Food Partners will split evenly the fees
related to dispositions of leases.  There will be no splitting of
fees regarding claim waivers or rent reductions or lease
modifications, all of which fees will go to DJM, unless any
transaction also involved a lease disposition, in which case the
fee for that transaction would be evenly split.

However, Judge Funk rules that in no case will DJM and The Food
Partners became entitled to more than $50,000 in fees for
additional consulting services without prior approval to the
Official Committee of Unsecured Creditors.

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).


WORLDCOM INC: Ebbers to Pay Up to $40-Mil. Class Action Settlement
-----------------------------------------------------------------
New York State Comptroller Alan G. Hevesi, the lead plaintiff in
the WorldCom Securities Class Action Litigation, and U.S. Attorney
for the Southern District of New York David N. Kelley, who has
been conducting the criminal prosecution of former WorldCom CEO
Bernard Ebbers, have reached a settlement with Mr. Ebbers of
claims against him flowing from the WorldCom Securities
Litigation, Mr. Hevesi announced today.  The settlement provides
that most of the personal assets of Mr. Ebbers that could have
been subject to a fine or restitution in the criminal case will
instead flow directly to victimized WorldCom shareholders and
bondholders.

"Mr. Ebbers was the person most responsible for the biggest
corporate fraud in history and it is appropriate that he surrender
most of his personal wealth to the stockholders and bondholders he
betrayed," Mr. Hevesi said.  "I thank U.S. Attorney Kelley for
deciding that Ebbers' assets should be returned to victimized
investors through the class action litigation."

The terms of the settlement require Ebbers to transfer
substantially all of his assets either directly to the Class in
the WorldCom Securities Litigation or to a liquidation trust that
will be established to sell off his assets for the benefit of the
Class and MCI, Inc., the successor to WorldCom.

Other than certain amounts set aside to pay legal bills and a
modest living allowance for his wife, Mr. Ebbers will be required
to transfer all of his remaining cash to the Class.  This will
result in an initial recovery for the Class of approximately $5
million in cash, $3 million of which must be paid within three
days of preliminary approval of the settlement by Judge Denise
Cote.  A hearing on preliminary approval has not been scheduled,
but is expected to be held before Mr. Ebbers is sentenced in the
criminal case by Judge Barbara Jones on July 13.  The terms also
require Mr. Ebbers to make the remaining $450,000 payment to the
class of former WorldCom employees who sued Ebbers in the related
WorldCom ERISA class action.  That payment must be made before the
July 13 sentencing.

In addition to the cash payments to the Securities Class and the
ERISA Class, Mr. Ebbers will also be required to transfer to the
Class/MCI trust substantially all of his remaining non-cash
assets, including his multi-million dollar home in Clinton,
Massachusetts (which he and his family must vacate when sold or in
any event by October 31, 2005); a prospective multi-million dollar
income tax refund; and his interests in a number of businesses
including, a lumber company, several thousands acres of
timberland, a major trucking company, a marina, a golf course, a
grain elevator company, a rice farm, a hotel, and other real
estate ventures.  These assets will be sold in the coming months,
with the proceeds being split between the Class and MCI.  The
Class will receive 75% of the proceeds of these sales, and MCI
will receive 25% of the proceeds, except in the case of the
Joshua Timberlands property, as to which MCI currently has a lien
and for which the proceeds of any sale will be split two-thirds
for the Class and one-third for MCI.  A small percentage of the
net proceeds of the Trust will be set aside in an escrow account
to help fund settlements involving other litigation arising from
Mr. Ebbers' tenure as CEO of WorldCom.

Although it is difficult to predict the precise amounts to be
realized in sales of these non-cash assets, it is estimated hat
the total value of these assets could be in the range of $25
million to $40 million.  Thus the class could receive $5 million
in cash and between $18 million and $28 million from the sale of
assets for a total of as much $33 million.  The lawyers in the
WorldCom Securities Litigation have agreed not to receive any fees
from this settlement, although they were involved in the
negotiations.

This settlement will resolve the securities class claims against
Mr. Ebbers, which had been stayed by Judge Cote while Mr. Ebbers'
criminal case was proceeding.  The U.S. Attorney's Office, which
presided over the extensive negotiations among Mr. Ebbers, the
Class, and MCI, has agreed to seek no restitution at the time of
Mr. Ebbers' sentencing on July 13.  New York Attorney General
Eliot Spitzer has also agreed to resolve his case against Mr.
Ebbers in return for the payments and asset transfers he is making
for the benefit of the Class.

The WorldCom stockholders and bondholders have already reached
settlements worth a total of $6,128,056,840.

"I would like to thank the U.S. Attorney and his staff, in
particular Assistant U.S. Attorney David Anders, our outside
lawyers who continue to do an excellent job representing the
class, and my staff for negotiating this excellent settlement,"
Mr. Hevesi said.  "I also compliment the management and outside
counsel of MCI, Inc. for their remarkable cooperation in
fashioning this settlement and indeed for their cooperation
throughout the WorldCom securities class action."

The NYSCRF and investor class are represented by the law firms of
Bernstein Litowitz Berger & Grossmann LLP and Barrack, Rodos &
Bacine, who were appointed as Co-Lead Counsel by Judge Cote in
August 2002.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ZEPHION NETWORKS: Chapter 7 Trustee Wants Mihlstin as Accountant
----------------------------------------------------------------
Michael B. Joseph, Esq., the chapter 7 Trustee overseeing the
liquidation of Zephion Networks, Inc., and its debtor-affiliates,
asks the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Steven W. Mihlstin, C.P.A., as his
accountant.

Mr. Mihlstin will prepare tax returns to preserve the Debtors'
assets and comply with the Trustee's statutory duties.

Mr. Mihlstin discloses that he will bill in accordance with his
normal hourly rates:

      Designation                   Hourly Rate
      -----------                   -----------
      Accountants                          $175
      Administrative Support                $45

Mr. Mihlstin assures the Court that he does not represent an
interest adverse to the estate and is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Zephion Networks, Inc. was an Internet access solutions and
network services provider.  Zephion filed for chapter 11
protection on June 25, 2001 (Bankr. Del. Case No. 01-2111).  The
case was converted to Chapter 7 Liquidation under the Bankruptcy
Code on February 22, 2002, and Michael B. Joseph was appointed as
the Chapter 7 Trustee.  Maribeth L. Minella, Esq., and John D.
Mclaughlin, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Chapter 7 Trustee as he winds down the Debtors'
estates.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 21, 2005
   NEW YORK SOCIETY OF SECURITY ANALYSTS
      Investing in Distressed and Defaulted Debt
          New York, NY
            Contact: http://www.NYSSA.org/

July 21-22, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         Boston, MA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Organizational Assessment and Intervention
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, CA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 12-13, 2005
   CENTER FOR ENTREPRENEURSHIP
      Insolvencies in Transition Economies
         S"dert"rns H"gskola University College, Stockholm, Sweden
            Contact: http://www.sh.se/enterforum/

August 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue TBA
            Contact: http://www.turnaround.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

August 30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon - Legal Roundtable (Regional Attorneys)
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

September 1-30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Education Program
         Venue - TBA, Toronto, ON
            Contact: http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Workout Lenders Panel
         Union League Club New York, NY
            Contact: 908-575-7333 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, WA
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   NEW YORK STATE SOCIETY OF CPAs
      Half- Day Bankruptcy Conference
         19th Floor, FAE Conference Center
            3 Park Avenue, at 34th Street New York
              Contact:  1-800-537-3635 or http://www.nysscpa.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, MD
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, NY
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, NY
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
          Sheraton Crescent Hotel Phoenix, AZ
            Contact: http://www.pli.edu/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, AZ
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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