TCR_Public/050708.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, July 8, 2005, Vol. 9, No. 160

                          Headlines

ACCO BRANDS: Moody's Rates Proposed $750 Million Facilities at Ba3
ADELPHIA COMMS: Wants Arahova-ACC Dispute Resolution Process OK'd
AFFINITY TECH: Gets First Office Action on Patent Re-Examination
ALLIANCE LEASING: Ch. 11 Trustee Hires Von Harshman as Accountant
ALLIANCE LEASING: Creditors Must File Proofs of Claim by Aug. 5

ALVIN CEDAR: Voluntary Chapter 11 Case Summary
AMERICAN HEALTHCARE: Court OKs $125,000 DIP Financing from Allied
AMES DEPARTMENT: Court Okays Extension of Two More GE Capital L/Cs
B&W ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
BUCKEYE TECH: IRS Okays $5.5M Tax Benefit from Cork Plant Closure

CARDIAC SERVICES: GE Capital Wants to File Own Chapter 11 Plan
CATHOLIC CHURCH: Court Approves Portland's CA Structure Agreement
CATHOLIC CHURCH: Spokane Wants Interim Fee Order Terminated
CCM MERGER: Moody's Rates $625 Million Secured Bank Facility at B1
CEDAR VALE: Case Summary & 20 Largest Unsecured Creditors

CEDAR VALE: Needs Access to Secured Lender's Cash Collateral Now
CESAR PEREZ: Voluntary Chapter 11 Case Summary
CHAUTAUQUA VINEYARDS: Case Summary & 4 Largest Unsecured Creditors
COLLINS & AIKMAN: Names Frank Macher President & CEO
COLLINS & AIKMAN: Court Allows Rejection of 14 Unexpired Leases

COLUMBIA HOUSE: S&P Withdraws Ratings After BMG Direct Purchase
CONNEXION LLC: Voluntary Chapter 11 Case Summary
CORNERSTONE PRODUCTS: Taps Hance Scarborough as Bankr. Counsel
CORNERSTONE PRODUCTS: Look for Bankruptcy Schedules on Aug. 4
CREDIT SUISSE: Fitch Puts Low-B Ratings on Six Certificate Classes

CREST 2000-1: Fitch Affirms Low-B Ratings on Two Note Classes
DEVELOPERS DIVERSIFIED: Fitch Holds BB Rating on Preferred Stock
DICKIE WALKER: Intelligent Energy Deal Needs Additional Financing
DONNA COSTA-BEACH: Case Summary & 20 Largest Unsecured Creditors
DRESSER INC: Asks Lenders to Wait Until Sept. 30 for Financials

EES COKE: S&P Holds BB Rating on $75 Million Senior Secured Notes
ENRON CORP: Inks Stipulation Resolving $3.5MM Torch Energy Claims
ENRON CORP: Mirant Holds $12 Million Allowed Unsecured Claim
EXIDE TECHNOLOGIES: Weak Results Prompt S&P's CCC+ Rating
GAME SYSTEMS: Wants Taxes Lawsuit Transferred to Federal Court

GENERAL MOTORS: Wins $253MM Pension Suit vs. U.S. in Federal Suit
GERALD KIND: Case Summary & 9 Largest Unsecured Creditors
GITTO GLOBAL: Chapter 7 Trustee Wants 2 Banks to Produce Records
GMAC COMMERCIAL: Fitch Upgrades Ratings on GMAC 2002-C3 Certs.
GMAC COMMERCIAL: Moody's Junks $19.5 Million Class K Certificates

GOLDSTAR EMERGENCY: Files Schedules of Assets & Liabilities
GOLDSTAR EMERGENCY: Wants Open-Ended Deadline to Decide on Leases
GRUPO DINA: Extends Exchange Offer for 8% Conv. Notes to July 19
HEALTH NET: Fitch's BB+ Rating Unaffected by Adverse Jury Verdict
HEATING OIL: Wants Repayment Date Extended & Covenants Waived

HIGH VOLTAGE: Siemens Acquires Robicon for $184,500,000
HIGHWOODS PROPERTIES: Expects Unqualified Audit Opinion from E&Y
JOSEPH MERCER: Voluntary Chapter 11 Case Summary
JOY GLOBAL: Increases Senior Credit Facility to $275 Million
KAISER ALUMINUM: Court Okays 7-3/4% SWD Revenue Bond Agreement

KAISER ALUMINUM: Sherwin Alumina Asserts Claim Now Totals $68.6MM
LBI MEDIA: High Debt Leverage Cues S&P to Junk Sub. Debt Rating
LIBERTY MEDIA: Sets July 15 as Discovery Holding's Spin-Off Date
MAGRUDER COLOR: Court Okays DIP Financing & Cash Collateral Use
MEHDI SIADAT: Case Summary & 20 Largest Unsecured Creditors

MERIDIAN AUTOMOTIVE: Court Okays Huron as Panels' Fin'l Advisor
METROPOLITAN WEST: Fitch Junks $10.5 Million Preference Shares
MIRANT CORP: Court Approves NRG Claims Settlement Agreement
MIRANT CORP: Panel Wants Tier I Key Employee Order Amended
MIRANT CORP: Southern Asks Court to Reconsider Rule 2004 Order

MORGAN STANLEY: Expected Losses Prompt Fitch to Junk Ratings
MORTGAGE ASSET: Fitch Puts BB Rating on $2.1 Mil. Class B Certs.
NEWKIRK MASTER: Moody's Rates Planned $760 Million Loan at Ba2
NFIL HOLDINGS: IPO Offering Prompts S&P's Watch Developing
NORTEL NETWORKS: Moody's Confirms B3 Senior Secured Rating

OCEANVIEW CBO: Fitch Lowers Ratings on Four Certificate Classes
OCWEN FEDERAL: Deposits Sale Cues Moody's to Withdraw Ratings
PACIFICARE HEALTH: Inks $8.1 Billion Merger Pact with UnitedHealth
PARK SUITES: Voluntary Chapter 11 Case Summary
PARKWAY HOSPITAL: Look for Bankruptcy Schedules on Aug. 12

PARKWAY HOSPITAL: Wants to Hire DLA Piper as Bankruptcy Counsel
PEGASUS SATELLITE: Can Assume & Assign Contracts to Purchaser
PENN TREATY: Improved Performance Prompts S&P to Hold Ratings
PREFERREDPLUS TRUST: EL Paso Action Cues S&P to Up Rating to B-
PT TOWNSEND: Parent Has Until Today to File Financial Statements

REGENCY GAS: Moody's Affirms Senior Secured Facility's B3 Rating
REGENCY GAS: $125MM North La. Expansion Cues S&P to Hold B+ Rating
RISK MANAGEMENT: Files Chapter 11 Petition to Consummate Sale
RISK MANAGEMENT: Case Summary & 50 Largest Unsecured Creditors
ROYAL CAKE: Selling All Assets to Flower Foods for $10 Million

SAINT VINCENT: Court Agrees to Interim Use of Cash Collateral
SAINT VINCENT: Court Directs Joint Administration of Cases
SEQUOIA MORTGAGE: S&P Holds Low-B Ratings on 38 Cert. Classes
SALTON INC: Faces Possible Delisting From NYSE
SALTON INC: Launches Exchange Offer for 10.75% and 12.25% Notes

SEABULK INTERNATIONAL: Moody's Upgrades $150 Million Notes to Ba3
SEACOR HOLDINGS: Moody's Downgrades $334 Million Notes to Ba1
TEGAL CORP: Recurring Losses Trigger Going Concern Doubt
TORCH OFFSHORE: Lenders Object to Debtor Hiring New Counsel
TOTAL COMPASSIONATE: Case Summary & 20 Largest Unsecured Creditors

TRACE INT'L: 2nd Cir. Says Ex-Officers Wrongly Denied Jury Trial
TUBETEC INC: Wants Exclusive Period Extended to August 23
US AIRWAYS: Tudor Group Commits $65 Million in New Equity Funding
USG CORP: Equity Panel's Retention of Houlihan Draws Fire
VERITAS SOFTWARE: S&P Withdraws Low-B Ratings at Company's Request

VOCALTEC COMMS: Auditors Express Going Concern Doubt in Form 20-F
WESTERN REFINING: Moody's Rates $200 Million Secured Debt at B2
WESTERN WIRELESS: Alltel Inks Agreement with DoJ on Merger
WILLIAMS SCOTSMAN: Amends Tender Offer for Senior Notes
WINDY CITY: Case Summary & 14 Largest Unsecured Creditors

WINN-DIXIE: Bids for Pharmacy Stores Must be Submitted by July 11
WINN-DIXIE: 11 Utility Companies Request Adequate Assurance
WINN-DIXIE: Wants to Reject Nine Grocery Store Leases
WORLDCOM INC: Will Protect Information Related to IVDS' Claim
W.R. GRACE: Futures Rep. Extends CIBC's Retention until June 2006

XYBERNAUT CORP: Pays $125,000 to Unidentified Potential DIP Lender

* Alvarez & Marsal Hires Wayne Wilson & Michael Thompson

* BOOK REVIEW: Risk, Uncertainty and Profit


                          *********

ACCO BRANDS: Moody's Rates Proposed $750 Million Facilities at Ba3
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 first-time corporate
family rating (formerly senior implied rating) to ACCO Brands
Corporation, rated its proposed $750 million senior secured credit
facilities at Ba3, and assigned a B2 rating to its proposed $350
million senior subordinated notes.

In addition, ACCO was assigned a speculative grade liquidity
rating of SGL-2.  The long-term debt ratings reflect the potential
margin and cash flow pressures facing the company due to:

   a) its pending acquisition of General Binding Corporation; and

   b) challenges in the office products industry, which is
      characterized by:

      * low growth,
      * retailer consolidation, and
      * weak brand relevance.

The ratings also consider:

   * ACCO's industry-leading market positions;

   * its well-diversified portfolio; and

   * the strong track-record of the management team in achieving
     cost savings and generating free cash flow.

The ratings outlook is stable.

These ratings were assigned:

   * Corporate family rating, Ba3

   * $150 million five-year senior secured revolving credit
     facility, Ba3

   * $200 million five-year senior secured term loan A, Ba3

   * $400 million seven-year senior secured term loan B, Ba3

   * $350 million senior subordinated notes due 2013, B2

   * Speculative grade liquidity rating, SGL-2.

ACCO, currently the office products division of Fortune Brands,
will be spun off to Fortune's shareholders following a special
dividend payment of $625 million.  In addition, ACCO has agreed to
acquire GBC in a transaction financed with ACCO common stock plus
the assumption of debt.  Following the spin and acquisition, ACCO
will be 66% owned by Fortune's common shareholders and 34% owned
by GBC stockholders.  Proceeds from the above-listed term loans
and notes offering, along with around $22.5 million in cash, will
fund:

   * the dividend,
   * the repayment of GBC's debt (around $300 million), and
   * related transaction fees.

The long-term ratings recognize the significant challenges facing
ACCO as it simultaneously becomes a leveraged standalone company
and undertakes the global integration of a large acquisition (GBC
represents nearly 40% of the combined company sales).

Difficulties could include:

   * the loss of key GBC personnel (primarily in its stronger
     commercial products division);

   * the significant distraction of employees, management, and
     resources; and

   * the need to spend more time and expense in achieving
     synergies, which in turn may not be fully realized due to
     business or industry challenges.

Through fiscal 2006 (ending December 2006), capital spending and
restructuring charges are expected to significantly limit debt
repayment (around 5% annual free cash flow to total debt).
Although longer-term potential cash flow and synergy benefits are
substantial ($40 million in synergies per year according to
management estimates after reinvestment needs), the realization of
these levels could be difficult given the inherent challenges in
the office products industry.  Foremost amongst these is the
consolidation of ACCO's retail customer base, which is
perpetuating the market share growth of lower-margin private label
and directly-sourced goods, and is increasing the inventory and
service requirements that are expected from suppliers.  These
trends are especially concerning given:

   * the low industry growth rates (1-3% per annum);

   * the cyclical nature of the industry (sensitive to employment
     trends);

   * the exposure to technology shifts (particularly for computer
     accessories and planners);

   * the significant raw material and currency price exposures;
     and

   * the relatively weak brand relevance in consumer purchase
     decisions.

Compounding these risks, ACCO faces many well-resourced
competitors, including Avery, 3M, Newell, and Mead.

Notwithstanding these concerns, the ratings also reflect ACCO's
strong market positions following the transactions, which will
leave the company as the largest office products company with
nearly a $2 billion sales footprint across several categories,
customers and countries.  The company's portfolio includes known
and leading (#1 or #2) brands in its six key categories:

   * workspace tools (Swingline),
   * document communication (GBC),
   * visual communication (Quartet),
   * computer accessories (Kensington),
   * time management (Day-Timer), and
   * storage and organization (Wilson Jones).

An experienced senior management team provides substantial support
to the ratings, as it is largely populated with individuals that
have successfully migrated through difficult industry conditions
in recent years and have executed the large-scale restructuring of
ACCO's pre-GBC business (funded internally with around $100
million and resulting in over $400 million in free cash flow
dividended up to its parent).  In this restructuring, ACCO cut 50%
of its headcount and 40% of its square footage, while realigning
into product/customer-focused business units that leverage a
shared administrative services platform.  The company also exited
unprofitable businesses and optimized its supply chain.  Efficient
operations and restructuring experience serve as important
mitigants to integration risk, particularly given ACCO's alignment
with GBC's products and customers.

The stable outlook reflects the expectation that, through the
integration period, ACCO can hold or improve upon pro forma credit
metrics that are consistent with a Ba3 corporate family rating.
In this regard, Moody's projects fiscal 2005 debt-to-EBITDA of
4.2x, unadjusted for restructuring charges, and pro forma EBITDA
interest coverage of around 3.9x.  Moody's expects management's
near-to-intermediate term strategy to be focused on supporting its
key brands with product innovation (rather than advertising),
integrating GBC and continuing long-term cost efficiency efforts
at ACCO, and using available free cash flow for debt reduction.

Given these expectations, concerns about the industry, and
relatively weak free cash flow levels compared to its rating
category, a limited cushion exists regarding unfavorable operating
results over the coming year.  A ratings downgrade is possible if
operating or integration challenges materially restrict ACCO's
liquidity or impair its long-term competitive position and
profitability, particularly if adjusted debt-to-EBITDAR exceeds
5.0x or if the percentage of free cash flow-to-debt falls into the
low-single digits.

Upward rating pressure is unlikely over the coming eighteen months
due to the time needed to successfully execute the restructuring,
but could develop over the longer-term if planned profit and cash
flow gains are achieved such that adjusted debt-to-EBITDAR is
sustained below 4.0x and free cash flow-to-debt exceeds 10%.

The SGL-2 rating recognizes the good liquidity provided by ACCO's
proposed $150 million revolving credit facility.  Moody's expects
internal cash flows and cash balances to cover capital outlays,
debt repayment requirements and other cash outflows over the
coming year.  Moody's anticipates 2005 pro forma EBITDA of
approximately $230 million (after restructuring charges),
suggesting ample funds are available to meet cash interest expense
(around $60 million), capital expenditures ($60 million), cash
taxes ($45-50 million), and term loan amortization ($24 million).
Although the facility size is somewhat limited relative to ACCO's
scale and strategies, Moody's expects significant borrowing
capacity (in excess of $90 million) and ample room under covenants
(with customary initial EBITDA cushions) to hold through the
coming twelve months.

The SGL rating is nonetheless restrained by the significant
spending needs associated with the integration of GBC.  Modest
operating cash flows after capital spending, combined with the
rapid amortization of the term loans, limited available cash
balances (restrained by a 50% excess cash flow sweep), and typical
seasonal working capital needs, are likely to result in revolver
usage during certain periods.  The SGL rating also recognizes
ACCO's limited alternative liquidity sources, with the
preponderance of its valuable assets being pledged to the secured
facilities.  Moody's expects future changes in the SGL rating to
trend with the company's corporate family rating, as the
realization of synergies and more robust free cash flow levels are
the main factors influencing both long and short-term ratings.

The Ba3 ratings on the senior secured credit facilities reflect
their priority positioning in the capital structure, as well as
the strong coverage of funded debt levels on an enterprise value
basis.  The ratings are nonetheless restrained by the facilities'
significant proportion in the debt structure and by the potential
that tangible assets would be insufficient to cover fully-drawn
facilities in a distressed scenario.

The term loans benefit from a strong guarantee and collateral
package that includes the company's main earnings generating
subsidiaries and the vast majority of its valuable assets.  A loss
sharing provision in the credit agreement is expected to equate
the differential security and guarantees of the A and B term loan
facilities.  Enterprise coverage of the secured facilities is
substantial, as less than a 3.5x multiple of EBITDA is needed to
cover fully-drawn borrowing levels.  The B2 rating on the senior
subordinated notes reflects their subordination to the large
secured facilities, to any senior indebtedness of ACCO and
guarantor subsidiaries, and to all creditors of non-guarantor
subsidiaries.

ACCO Brands Corporation, with principal executive offices in
Lincolnshire, IL, is a leading supplier of branded office
products, including:

   * Swingline,
   * Kensington,
   * Quartet,
   * GBC, and
   * Day-Timer brands.

The company's products are marketed in over 100 countries (55% of
pro forma 2004 sales in U.S.) to retailers, wholesalers, and
commercial end-users.  Pro forma sales for the twelve-month period
ended March 2005 were approximately $1.9 billion.


ADELPHIA COMMS: Wants Arahova-ACC Dispute Resolution Process OK'd
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To continue pursuing the consummation of the Asset Purchase
Agreements with Time Warner NY Cable LLC and Comcast Corporation
and confirmation of the Second Amended Plan of Reorganization,
Adelphia Communications Corporation and its debtor-affiliates want
to establish a process to resolve inter-creditor issues.

                        Arahova-ACC Dispute

According to Marc Abrams, Esq., at Willkie Farr & Gallagher, in
New York, there are significant inter-creditor issues between the
noteholders of Arahova Communications Corporation and the
noteholders of ACOM.  These issues, Mr. Abrams says, will have a
meaningful effect on plan distributions to these noteholders and
similarly situated creditors within their Debtor groups.

The principal issues are:

1. Consolidation Structure

    Creditors of the Arahova and Holding Company Debtor Groups
    assert opposing points of view with respect to the propriety
    of:

       * partial substantive consolidation; and
       * no substantive consolidation.

    They also dispute the inclusion of Century Cable Holding
    Corporation, and its assets and liabilities in the Century
    Debtor Group.  A consolidation structure other than the Plan's
    nine Debtor Group structure, including a structure that moves
    Century Cable from the Century Debtor Group to the Arahova
    Debtor Group, could materially alter the recoveries of
    creditors of the Arahova Debtor Group and the Holding Company
    Debtor Group.

2. Treatment of Intercompany Claims

    The principal issue associated with intercompany claims is the
    proper characterization of the claims.  Intercompany claims
    may be characterized in many ways, including:

       * pari passu with third-party debt;

       * subordinated to all third-party debt but senior to common
         equity;

       * subordinated to all third-party debt, with ACOM treated
         as the funding source for Bank of Adelphia, and thus ACOM
         claims against the Bank of Adelphia subordinated to other
         intercompany claims, but all intercompany claims senior
         to common equity;

       * as common equity; and

       * disregarded.

    Other issues include:

       -- how intercompany claims should be aggregated on a Debtor
          Group basis; and

       -- whether the starting intercompany balances among
          acquired companies, which were carried over to the Bank
          of Adelphia, should be deemed eliminated.

3. Asset Ownership and Potential Fraudulent Conveyance Claims

    In 2000 and 2001, in connection with the establishment of the
    Century CoBorrowing Facility and the Arahova Bridge Credit
    Facility (a facility that was repaid prior to the initiation
    of the chapter 11 cases), then-present management effected
    transfers of various subsidiaries and their corresponding
    assets and liabilities -- the Transferred In Subsidiaries --
    into the Arahova and Century Debtor Groups from other Debtor
    Groups.  The creditors of ACOM may be able to assert potential
    fraudulent conveyance claims against the recipients of the
    Transferred In Subsidiaries.

    In 2001, in connection with the establishment of the Olympus
    Co-Borrowing Facility, then-present management effected
    transfers of various subsidiaries and their corresponding
    assets and liabilities -- the Transferred Out Subsidiaries --
    from, among other Debtor Groups, Arahova and Century, to other
    Debtor Groups, primarily Olympus and UCA.  The creditors of
    the Arahova or Century Debtor Groups may be able to assert
    potential fraudulent conveyance claims against the Olympus and
    UCA Debtor Groups as recipients of the Transferred Out
    Subsidiaries.  Those Debtor Groups are likely solvent even if
    the fraudulent conveyance claims were successful; thus, the
    potential fraudulent conveyance claims primarily are disputes
    regarding the reallocation of the residual value of those
    Debtor Groups between the Arahova Debtor Group and the Holding
    Company Debtor Group.

4. Allocation of Sale Proceeds

    To calculate recoveries under the Plan, the Debtors have
    explored a number of methods to allocate plan proceeds among
    the various Debtor Groups, including through the utilization
    of implied cash flow multiples.  Creditors of the Arahova and
    the Holding Company Debtor Groups have indicated that they
    will dispute the Debtors' methodology.

5. Allocation of Tax Cost and Other Tax Issues

    The ACOM Debtors anticipate that the Sale transaction will
    generate tax liability.  The Debtors' tax positions are
    exceedingly complex, and there are many difficult issues
    associated with the allocation of the tax cost to the Debtor
    Groups.  The allocation and treatment of these claims can
    alter the recovery to the Arahova Debtor Group and the Holding
    Company Debtor Group.

    The recoveries under the Plan are based on financial models
    developed by the ACOM Debtors with the assistance of legal
    advisors and state tax consultants.  However, due to the
    historical operations and record keeping deficiencies of
    previous management, there are a large number of uncertainties
    contained in these models.

6. Allocation of Costs and Benefits of the Settlements

    The Settlements contain both costs and benefits, which must be
    allocated to determine recoveries under the Plan.  Under
    virtually all scenarios,  the allocation of the costs and
    benefits of the Settlements only affect the relative recovery
    to the Arahova Debtor Group and the Holding Company Debtor
    Group.

7. Allocation of the Economic Cost of Plan Reserves

    The Plan contemplates substantial reserves, among other
    things, to fund administrative expense and priority claims,
    the escrow required under the terms of the APAs, the cost of
    the contingent value vehicle, the post-effective
    administration of the estate, and to provide for disputed
    claims.  As all other Debtor Groups are solvent for purposes
    of the Plan and any residual value of those Debtor Groups
    flows into either the Arahova or Holding Company Debtor Group,
    the allocation of the economic cost of certain of certain of
    these reserves is an additional issue between these two Debtor
    Groups.

Despite the ACOM Debtors' efforts to foster a dialogue between
the two Arahova and the ACOM noteholders, these creditor groups
have failed to begin negotiations with each other or agree on a
framework for resolving their complex factual and legal issues.
Mr. Abrams assert that without developing a framework now, the
ACOM Debtors' estates risk losing the benefits of a sale
transaction universally viewed as providing maximum value to the
estates.

Mr. Abrams says that instead in adhering to the Court's directive
that they convene and caucus in order to establish a resolution
process for the Settlements' allocation issues, the two creditor
groups have instead escalated tensions, taken irreconcilable
positions and accused the Debtors and their professionals of
breaching their fiduciary duties and running an uneven plan
process.  "The parties even appear to be willing to act in a
manner that threatens the proposed sale."

                     Proposed Resolution Process

By this motion, the ACOM Debtors ask the Court to approve a
process that will lead to the resolution of the Arahova-ACC
Dispute and avoid uncoordinated and lengthy litigation by
different parties over the same issues.

To prompt action by the parties and assist them in navigating
through the morass of complicated issues related to the Arahova-
ACC Dispute, the ACOM Debtors propose to establish a resolution
process that:

    a. ensures prompt access to information and discovery;

    b. creates a reasonable but expeditious discovery and
       litigation schedule; and

    c. gives parties notice and an opportunity to be heard.

The ACOM Debtors propose this schedule for the Resolution
Process:

A. Participation

    Any party-in-interest seeking to participate in the Resolution
    Process or be heard on the Arahova-ACC Dispute will file a
    notice -- Participation Request -- with the Court and serve
    counsel to the Debtors setting forth:

       (i) the name and address of the party,

      (ii) the nature of the interest asserted by the party in the
           outcome of the Arahova-ACC Dispute;

     (iii) an explanation of why the party's interests are not
           adequately represented by the other Participants.

    Within five business days of the later of filing and serving
    the Participation Request, the ACOM Debtors may file an
    objection to the request, and the Court will determine whether
    the party should become a participant.  In the absence of an
    objection or upon a determination of the Court, the party
    will be deemed a "Notice Participant."

    These parties will be deemed to be "Participants" in the
    Resolution Process and, except for Notice Participants, will
    not be required to file a Participation Request:

       (i) the Debtors;

      (ii) the Official Committee of Unsecured Creditors;

     (iii) the Official Committee of Equity Holders;

      (iv) all Notice Participants;

       (v) the agents for the Debtors' postpetition lenders;

      (vi) the agents to the Debtors' prepetition lenders;

     (vii) the ACC Noteholders Committee;

    (viii) the ad hoc committee of trade creditors of ACC;

      (ix) the ad hoc committee of convertible noteholders of ACC;

       (x) the ad hoc committee of senior preferred shareholders
           of ACC;

      (xi) the putative class action plaintiffs;

     (xii) the Arahova Noteholders Committee;

    (xiii) the ad hoc committee of subsidiary trade creditors;

     (xiv) the ad hoc committee of non-agent prepetition lenders;

      (xv) the current indenture trustee of any outstanding notes
           issues by Arahova or ACC;

     (xvi) the Purchasers; and

    (xvii) the informal FrontierVision Noteholder Committee.

    The failure to timely file a Participation Request will bar
    a party from participating in the Resolution Process.

B. Discovery

    a. Data Room

       The Debtors will create a virtual data room containing
       information relevant to the Arahova-ACC Dispute.  Any
       Participant seeking information not otherwise furnished in
       the Data Room will submit a certification to the ACOM
       Debtors, certifying that upon reasonable examination of the
       Data Room, the requested information was not available or
       otherwise could not be derived.  Upon the certification, if
       the Debtors produce additional information to the
       requesting party, the additional information will be added
       to the Data Room.  No later than 90 days prior to the
       Hearing Date, all documentary discovery must be complete.

    b. Depositions

       No later than 60 days prior to the Hearing Date, the
       Participants will exchange lists of persons whom each party
       intends to depose.  After the exchange of the lists of
       deponents, the Participants will meet and confer to
       establish a schedule for the taking of depositions.  Absent
       direction from the Court, for good cause shown, no deponent
       will be required to appear for more than one seven-hour
       deposition.

    c. Disclosures

       No later than 45 days prior to the Hearing Date, all
       disclosures required by Rule 26(a)(2) of the Federal Rules
       of Civil Procedure, as incorporated by Rule 7026 of the
       Federal Rules of Bankruptcy Procedure, including the
       exchange of expert reports, will be made.

    d. Rebuttal Experts

       No later than 30 days prior to the Hearing Date, all
       disclosures regarding rebuttal expert witnesses must be
       exchanged.

    e. Discovery Cutoff

       All non-expert depositions will be complete no later than
       30 days prior to the Hearing Date.

    f. Witness Lists

       No later than 14 days prior to the Hearing Date, the
       Participants will serve upon all other Participants a
       list of all witnesses expected to testify at trial.

    g. Discovery Disputes

       On notice to the ACOM Debtors and the Participants, the
       Court will promptly hold a telephonic or in-Court hearing
       to resolve any discovery disputes between the Debtors and a
       Participant.

C. Briefing

    No later than 21 days prior to the Hearing Date, the
    Participants will file and serve a list of salient issues,
    outlining the factual and legal basis for the party's proposed
    resolution of the Arahova-ACC Dispute.

    No later than 14 days prior to the Hearing Date, the
    Participants will file and serve a legal memorandum with the
    Court addressing the Issues Lists only.  If a Participant
    fails to include an issue on the Issues List, that Participant
    will not be permitted to raise or address that issue in the
    Brief.  Each Brief will be deemed a motion for resolution of
    the Arahova-ACC Dispute and, to the extent the dispute is
    required to be filed as an adversary proceeding pursuant to
    Bankruptcy Rule 7001, the motion will be deemed to satisfy the
    requirements of the Bankruptcy Rules.

    No later than 5 days prior to the Hearing Date, the Debtors
    and the Participants may file and serve responses to Briefs.

D. Hearing Date

    The Court will schedule the Hearing Date no later than
    30 days prior to the scheduled confirmation hearing of the
    Second Amended Plan.  Upon entry of an order scheduling the
    confirmation hearing, the Debtors will file and serve on all
    Participants a notice setting forth the dates in the
    Resolution Process.

E. Amendments

    The Court may vary the terms of the Resolution Process as
    necessary, sua sponte or on motion of a Participant.

                   Resolution Process is Necessary

"The unique circumstances of these cases warrant the
implementation of the Resolution Process," Mr. Abrams contends.
"With the costly and significant deadlines imposed by the APAs .
. . the need for an expeditious and economic process is
necessary."

Thus, the ACOM Debtors believe that the proposed Resolution
Process creates a process and environment that aids all creditors
in steering the chapter 11 cases towards confirmation.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue No.
99; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AFFINITY TECH: Gets First Office Action on Patent Re-Examination
----------------------------------------------------------------
Affinity Technology Group, Inc. (OTCBB:AFFI) received a first
office action from the United States Patent and Trademark Office
regarding a previously disclosed financial account patent (U.S.
Patent No. 6,105,007) which underwent a re-examination proceeding
at the USPTO.  This office action contains a preliminary rejection
of the claims covered by the patent.  The first office action is
not final, and the Company now has an opportunity to participate
in the reexamination proceeding, which has been ongoing for over a
year.

"Our receipt of this first office action permits us to now present
our case to the Patent Office, and we are pleased to enter the
next stage of this proceeding," Joe Boyle, Chairman, President and
Chief Executive Officer of Affinity, said.  "The preliminary
rejection of the claims was not a surprise to us and is consistent
with the previous reexamination proceedings of both our patents
covering loan processing (U.S. Patent Nos. 5,870,721 and
5,940,811).  For the first time since this reexamination was
requested in March 2004, we now have the opportunity under the
Patent Office rules to discuss the merits of our case with the
Patent Office.  We plan to vigorously assert the validity of the
claims covered by this patent."

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc., owns a portfolio of patents that covers the automated
processing and establishment of loans, financial accounts and
credit accounts through an applicant-directed remote interface,
such as a personal computer or terminal touch screen.  Affinity's
patent portfolio includes U.S. Patent No. 5,870,721C1, No.
5,940,811, and No. 6,105,007.

At Mar. 31, 2005, Affinity Technology Group, Inc.'s balance sheet
showed a $1,612,709 stockholders' deficit, compared to a
$1,452,569 deficit at Mar. 31, 2004.


ALLIANCE LEASING: Ch. 11 Trustee Hires Von Harshman as Accountant
-----------------------------------------------------------------
Michael Collins, Esq., the chapter 11 Trustee appointed in
Alliance Leasing Corporation's chapter 11 case, asks the U.S.
Bankruptcy Court for the Middle District of Tennessee, for
authority to employ Von Harshman, CPA, as his accountant.

Mr. Harshman is expected to:

     a) prepare and file appropriate tax documents, including,
        without limitation, tax returns and reports; and

     b) perform other services necessary or appropriate in
        providing accounting services on behalf of the Debtor.

Mr. Collins reports that Mr. Harshman will charge $175 per hour
for his services.

To the best of Mr. Collins' knowledge, Mr. Harshman is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Franklin, Tennessee, Alliance Leasing
Corporation, filed for chapter 11 protection on Feb. 28, 2005
(Bankr. M.D. Tenn. Case No. 05-02397).  Steven L. Lefkovitz, Esq.,
at Law Offices Lefkovitz & Lefkovitz represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $24,190,072 and total
debts of $29,147,788.


ALLIANCE LEASING: Creditors Must File Proofs of Claim by Aug. 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee in
Nashville set Aug. 18, 2005, as the deadline for all creditors
owed money by Alliance Leasing Corporation, on account of claims
arising prior to Feb. 28, 2005, to file formal written proofs of
claim.

Creditors must deliver their claim forms to the:

     Clerk of Court
     U.S. Bankruptcy Court
     Middle District of Tennessee, Nashville Division
     Second Floor, Customs House
     701 Broadway
     Nashville, TN 37203

Headquartered in Franklin, Tennessee, Alliance Leasing
Corporation, filed for chapter 11 protection on Feb. 28, 2005
(Bankr. M.D. Tenn. Case No. 05-02397).  Steven L. Lefkovitz, Esq.,
at Law Offices Lefkovitz & Lefkovitz represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $24,190,072 and total
debts of $29,147,788.


ALVIN CEDAR: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Alvin Cedar Grove Apartments, Ltd.
        1499 Potomac
        Houston, Texas 77057

Bankruptcy Case No.: 05-40434

Type of Business: The Debtor owns an apartment located in
                  Alvin, Texas.

Chapter 11 Petition Date: July 5, 2005

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Rogena Jan Atkinson, Esq.
                  The Law Offices of RJ Atkinson LLC
                  3617 White Oak Drive
                  Houston, Texas 77007
                  Tel: (713) 862-1700
                  Fax: (713) 862-1745

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.


AMERICAN HEALTHCARE: Court OKs $125,000 DIP Financing from Allied
-----------------------------------------------------------------
The Honorable Judge C. Ray Mullins of the U.S. Bankruptcy Court
for the Northern District of Georgia, Atlanta Division, approved,
on a final basis, American Healthcare Services, Inc., and American
Physician Services, Inc.'s $125,000 postpetition financing
agreement with Allied Capital Corporation.

Allied made prepetition loans to, and acquired loans made by third
party lenders to, the Debtors.  Allied asserts that as of March
11, 2005, the Debtors owe it:

   (a) $15,517,099.64 of principal under the Senior Loan;

   (b) $36,797,555.74 under the Subordinate Loan, including unpaid
       interests, which was capitalized into principal; and

   (c) $1,418,705.66 in unpaid interest.

The Debtors' current available cash collateral is insufficient to
pay operating and other expenses.  The Debtors are unable to
obtain credit or financing other than the financing proposed by
Allied.  Without Allied's financing, the value of their estate
will be jeopardized.

The Financing Documents signed by the Debtors and Allied provide:

   (a) Allied is authorized to advance the full amount of the
       Loan;

   (b) American Healthcare Services, Inc., is the only Debtor
       which can request an advance and is the only Debtor
       liable for repayment of that advance;

   (c) The advance will be used only by the indicated Debtor; and

   (d) The advance may not exceed 15% of the Debtor's budget.

All liens and security interests granted to Allied to secure the
repayment of the Loan shall be first priority liens pursuant to
Section 364(c)(2) and Section 364(c)(3) of the U.S. Bankruptcy
Code, and security interests subject and subordinate only to:

   (a) a $50,000 Carve-Out for Professional Fees;

   (b) the United States Trustee's Fees; and

   (c) any party's valid, perfected and allowed prepetition lien
       on any of the Debtors' assets, other than the Senior
       Prepetition Liens, to the extent of the allowed lien on
       that assets.

The property of the Debtors to be encumbered by the liens and
security interests granted to secure the Loan would include all
property of Debtors and their estates, including:

   (a) the Prepetition Collateral,

   (b) all property of the Debtors described in the Financing
       Documents, including all owned or acquired real or personal
       property, assets and rights of the Debtors, of any kind or
       nature, wherever located, and the proceeds, products, rents
       and profits thereof,

   (c) all property of the Debtors' estates not otherwise subject
       to the liens as of the Petition date, and

   (d) the cash and non-cash proceeds of the Debtors' assets, but
       will exclude "Chapter 5 causes of action" (i.e., recoveries
       by the estate on account of preference claims and
       fraudulent conveyances).

Headquartered in Roswell, Georgia, American Healthcare Services,
Inc. -- http://www.american-healthcare-services.com/-- provides
practice management to physicians and other health care providers
who work in the fields of ear, nose, throat and head and neck
medicine, including financial and administrative management
services.  The Company and its debtor-affiliate filed for chapter
11 protection on March 11, 2005 (Bankr. N.D. Ga. Case No.
05-64660).  When the Debtors filed for protection from their
creditors, they listed estimated assets of $1 million to $10
million and estimated debts of $10 million to $100 million.


AMES DEPARTMENT: Court Okays Extension of Two More GE Capital L/Cs
------------------------------------------------------------------
At Ames Department Stores and its debtor-affiliates' request, the
U.S. Bankruptcy Court for the Southern District of New York
modifies its previous order to extend to and include, at Ames
Merchandising Corp.'s option, two letters of credit among the L/Cs
continued from their expiry dates.

General Electric Capital Corporation previously issued two L/Cs
for the benefit of the American Motorist Insurance Company.  The
L/Cs were used repay AMI for payments it might be required to
make under a pre-existing payment bond issued in favor of the
U.S. Customs Service.  GE Capital had issued non-renewal notices
for the two AMI L/Cs, scheduled to expire on June 29, 2005.

The L/Cs are extended to November 1, 2008.

GE Capital agreed to the inclusion of the AMI L/Cs.  At Ames'
option, GE Capital will continue the AMI L/Cs and the four
previously extended L/C's in their current face amounts or in
reduced amounts requested by Ames, on a basis consistent with the
L/C Extension Agreement.

Ames Merchandising will pay the L/C Fee, the GE Capital Legal
Fees and the Issuer Fees in connection with the AMI L/Cs'
extension.

Ames Department Stores filed for chapter 11 protection on Aug. 20,
2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert Togut, Esq.,
Frank A. Oswald, Esq. at Togut, Segal & Segal LLP and Martin J.
Bienenstock, Esq., and Warren T. Buhle, Esq., at Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.
When the Company filed for protection from their creditors, they
listed $1,901,573,000 in assets and $1,558,410,000 in liabilities.
(AMES Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


B&W ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: B & W Electrical Contractors, Inc.
        1416 W. North Street
        Salina, Kansas 57401

Bankruptcy Case No.: 05-14184

Type of Business: The Debtor is an electrical contractor.

Chapter 11 Petition Date: July 7, 2005

Court: District of Kansas (Wichita)

Judge: Chief Judge Robert E. Nugent

Debtor's Counsel: Edward J. Nazar, Esq.
                  Redmond & Nazar, LLP
                  245 North Waco, Suite 402
                  Wichita, Kansas 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610

Total Assets: $150,000

Total Debts:  $3,712,787

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Kriz-Davis Company                              $187,742
   P.O. Box 767
   Salina, KS 67402-0767

   Stanion Wholesale                               $164,430
   Address not provided

   Sunflower Insurance Group                       $128,829
   P.O. Box 1213
   Salina, KS 67401

   Frank Construction Co. Inc.                     $114,867

   Comdata Network, Inc.                            $74,096

   Western Extralite Co.                            $59,476

   Rocky Mountain Power Generation                  $52,671

   Progressive Electronics                          $51,112

   American Express                                 $47,008

   CED Credit                                       $46,909

   CHC of Kansas-Wichita                            $45,013

   American Electric Company                        $38,074

   Hilti, Inc.                                      $36,223

   R.E. Pedrotti Co. Inc.                           $36,176

   Gades Sales Company                              $34,166

   Foley equipment Company                          $33,112

   Apac-Kansas, Inc.                                $22,711

   Woods & Durham Chartered                         $17,757

   Jeff Merrill                                     $16,835

   McClelland Sound Inc.                            $16,815


BUCKEYE TECH: IRS Okays $5.5M Tax Benefit from Cork Plant Closure
-----------------------------------------------------------------
The Internal Revenue Service has upheld a $5.5 million tax
benefit, which Buckeye Technologies Inc. (NYSE:BKI) claimed in
2002, relating to its investment in its discontinued facility at
Cork, Ireland.

As reported in the Troubled Company Reporter Europe on April 6,
2004, Buckeye Technologies closed its plant in Cork and shifted
production to facilities in Germany and North America.  It blamed
low orders for the closure.  Managing Director Gavin O'Neill said
supply had outstripped demand in the sector worldwide, depressing
sales in the Cork plant.  The closure resulted to the loss of 90
jobs, and cost the company $3 million.  It will reduce its non-
cash assets by $27 million.

The Company expects to reflect this reduction in its corporate tax
expense, which is approximately 15 cents per share, in the quarter
which ended June 30, 2005.  This ruling has no cash implications
but will enable the Company to reduce its deferred tax liability
and increase stockholders' equity by $5.5 million.

Buckeye has scheduled a conference call for August 3, 2005 at 9:30
a.m. CST to discuss its fourth quarter and fiscal year-end 2005
results.  All interested parties are invited to dial in at 800-
946-0782 (U.S.) or 719-457-2657 (International).

Buckeye, a leading manufacturer and marketer of specialty fibers
and nonwoven materials, is headquartered in Memphis, Tennessee,
USA. The Company currently operates facilities in the United
States, Germany, Canada, and Brazil. Its products are sold
worldwide to makers of consumer and industrial goods.

                         *     *     *

As reported in the Troubled Company Reporter on Feb 2, 2005,
Moody's Investors Service assigns a B1 rating to Buckeye
Technologies Inc.'s (Buckeye) $85 million increase of its senior
secured term loan B, affirms all other ratings, and changes
outlook to stable from negative.

Moody's also affirmed these ratings:

   * Senior implied rated B2

   * Senior unsecured issuer rating rated Caa1

   * US$150 million, guaranteed senior secured term loan B, due
     October 15, 2008, rated B1

   * US$70 million, guaranteed senior secured revolver, due
     September 15, 2008, rated B1

   * US$200 million, 8.5%, guaranteed senior unsecured notes, due
     2013, rated B3

   * US$100 million, 9.25% senior subordinated notes, due 2008,
     rated Caa1

   * US$150 million, 8.0% senior subordinated notes, due 2010,
     rated Caa1

As reported in the Troubled Company Reporter on Feb. 1, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' secured bank
loan rating to specialty pulp producer Buckeye Technologies Inc.'s
proposed $85 million term loan B add-on, based on preliminary
terms and conditions.  All other ratings were affirmed.  S&P says
the outlook is stable.


CARDIAC SERVICES: GE Capital Wants to File Own Chapter 11 Plan
--------------------------------------------------------------
General Electric Capital Corporation objects to Cardiac Services,
Inc.'s pitch for an extension of its exclusive periods.  GECC
wants the extension periods to end so it can file its own plan of
reorganization.

As reported in the Troubled Company Reporter on June 28, 2005, the
Debtor asked the U.S. Bankruptcy Court for the Middle District of
Tennessee to extend until Oct. 4, 2005, the time within which it
has the exclusive right to file a plan of reorganization.  The
Debtor also wants the Court to extend the exclusive period to
solicit plan acceptances through Dec. 6, 2005.

According to the Debtor's Schedules of Assets and Liabilities, the
Debtor has $21,382,329 in liabilities and $2,499,329 in assets.
GECC is the holder of the only security interest in the Debtor's
property.  The Schedules estimate the amount owed to GECC at
$16,641,658, and value the collateral securing GECC's loan at
$2,444,829.  As scheduled, the amount owed to GECC represents
approximately 78% of the Debtor's outstanding liabilities, which
is secured by 98% of the Debtor's assets.

On March 23, 2005, GECC retained an expert witness to determine
the value of the Collateral, which consists primarily of mobile
catheterization and peripheral vascular labs and associated
equipment, as well as the enterprise value of the Debtor's
business.

On May 6, 2005, GECC subpoenaed documents from the Debtor's
current and former accountants, Wilson & Wilson and Burkhalter &
Ryan, P.C.  The documents were delivered on May 18, 2005 and were
immediately forwarded to GECC's expert.

On May 13, 2005, GECC served the Debtor with discovery requests to
obtain financial information to assist with its valuation of the
Collateral and the Debtor's business.

On June 6, 2005, GECC received responses to its discovery
requests.  Again, GECC immediately forwarded these responses to
its expert.

Based on GECC's diligent efforts during the course of the Debtor's
bankruptcy case, GECC is prepared to file a plan of reorganization
by the end of this month.

Elliott Warner Jones, Esq., at Husch & Eppenberger, LLC, in
Nashville, Tennessee, represents GECC.  Mr. Jones argues that the
Debtor has had ample time and opportunity to investigate what it
considers to be the controlling issues in the case -- liquidation
value and going concern value.

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


CATHOLIC CHURCH: Court Approves Portland's CA Structure Agreement
-----------------------------------------------------------------
The Archdiocese of Portland in Oregon, the Tort Claimants
Committee, David A. Foraker, the Future Claimants Representative,
along with the Committee of Parishioners, the Central Catholic
Associations, Friends of Regis High School, and the Marist High
School Parent and Alumni Service Club, seek to:

   * resolve among themselves issues and disputes concerning the
     persons to be joined as defendants in the Tort Committee's
     adversary proceeding filed against the Archdiocese, and with
     regard to a class of defendants to be certified in the
     Adversary Proceeding; and

   * provide the means for maintaining the Adversary Proceeding
     as a class action.

Portland, the Tort Committee and Mr. Foraker believe that the most
practical and efficient way for the parties to proceed with the
litigation is for the U.S. Bankruptcy Court for the District of
Oregon to certify a class and for the claims for relief that
relate to the Disputed Property of the high schools to be defended
by the Central Catholic Associations, Regis High School, and the
Marist Alumni Club, as applicable.

Certification of the Class will benefit the estate by (i) allowing
the Adversary Proceeding to move forward in an expeditious and
economical manner and (ii) ensuring that a final resolution,
binding on the members of the Class, can be had with regard to
Parish Property.  Similarly, providing the means for the funding
of the litigation expenses of the Central Catholic Associations
and Regis High School is necessary for them to defend the claims
for relief that relate to the Disputed Property of Central
Catholic High School or Regis High School.

Accordingly, Portland, the Tort Committee and Mr. Foraker sought
and obtained authority from the Court to enter into an agreement
for:

   (a) the composition of a Class of Defendants consisting
       generally of all parishes located in the territory of the
       Archdiocese and of all persons and entities including
       parishioners that have made or make contributions to or
       for the benefit of any parish or "Parish Property";

   (b) the appointment of Perkins Coie LLP as class counsel to
       the Class;

   (c) the granting of rights and protections to the Class
       Representatives; and

   (d) the means and manner for the funding of the costs and
       legal expenses of the Class Representatives and of the
       various defendants in the Adversary Proceeding.

Portland grants the Tort Committee derivative standing to assert
with regard to the Disputed Property, the estate's rights and
powers under Section 544(a)(3) of the Bankruptcy Code.

Portland agrees to indemnify and hold harmless each Class
Representative from and against claims and liabilities related to
actions taken in serving as Class Representative, except for
liability for claims, losses and damages resulting from willful
misconduct or gross negligence.  The maximum amount of Portland's
liability for indemnification to all Class Representatives is
$1,000,000, in the aggregate.

Portland may purchase liability insurance providing coverage for
the Class Representative's liability and fund up to $25,000 for
the insurance premiums.

The Parishioners Committee will use all funds collected from
Parishes pursuant to the Amended and Restated Formation Agreement
among the Committee of Catholic Parishes, Parishioners and
Interested Parties to pay Perkins Coie's legal expenses.

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

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

Judge Perris further authorizes:

   -- Portland will pay, as administrative legal expenses, all
      costs and expenses that are reasonably and necessarily
      incurred by (i) the Committee of Parishioners through the
      date on which the Class is certified and (ii) the Class
      Representatives in representing the Class in the Adversary
      Proceeding, to the extent that the funds that have been or
      will be collected from parishes by the Committee of
      Parishioners are insufficient to pay them;

   -- the Central Catholic Associations to pay, from the
      funds it holds, all costs and expenses, including legal
      expenses, that it reasonably and necessarily incurs in
      connection with the Adversary Proceeding; and

   -- Regis High School to pay, from funds it holds, all
      costs and expenses that it reasonably and necessarily
      incurs in connection with the Adversary Proceeding.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Wants Interim Fee Order Terminated
-----------------------------------------------------------
The Association of Parishes in the Diocese of Spokane's Chapter 11
case asks the U.S. Bankruptcy Court for the Eastern District of
Washington to terminate the order establishing interim fee
application and expense reimbursement procedures, or at least to
substantially modify the Order in a manner that the Diocese can
represent to the Court that there is not a substantial negative
impact on the Diocese's liquidity or cash flow position.

John D. Munding, Esq., at Crumb & Munding, P.S., in Spokane,
Washington, explains that due to the large amount of fees incurred
by all professionals who are entitled to be paid by the estate,
the payments to counsel under the Interim Fee Application
Procedures Order directly impairs Spokane's liquidity and cash
position.

If the Interim Fee Application Procedures Order continues to be
made to professionals at the current average rate of billings by
the professionals in the case, the Parishes believe that:

   -- the Diocese's cash position will substantially deteriorate;
      and

   -- more cash would be going out in payments to attorneys' fees
      than the Diocese brings in during any given accounting
      period, whether monthly, quarterly, or annually.

Spokane is almost wholly dependent on donations from members of
the 82 parishes located within the Diocese, by the way of the
"Annual Catholic Appeal," to support the operations of the
Diocese.  Spokane has already publicly stated that it is
substantially behind in its fundraising goals for the current
calendar year, creating even more of a liquidity crisis, and there
are no alternative sources of income to support the mission of the
Diocese, let alone pay the professional fees being incurred on a
regular basis.

Mr. Munding explains that it is necessary and appropriate to
preserve liquidity in the estate for any number of obvious
reasons.  In addition, individual parishes may have claims against
the cash being held by the Diocese under the operations of the
"Deposit & Loan Fund."  Under the existing Cash Management Order,
the Parishes stipulated to very limited access to their deposits,
under restrictive conditions, to allow major issues in the case to
be decided.  Now, however, with attorneys' fees running out of the
Diocese at double rate of the total cash income into the Diocese,
the claims to deposits are at even greater risk, not to mention
the inappropriateness of paying professional fees while the
Diocese is in a severe negative cash flow position.

Mr. Munding points out that there is no munificent secured
creditor willing to fund all the fees to push the case through the
Chapter 11.  This is, rather, a case that is cash flow negative,
and will likely remain so until a Plan is confirmed or until the
case is dismissed.  In addition, in a cash flow negative
situation, Mr. Munding says experienced Chapter 11 counsel know
that they are working "on the come" in a quasi-contingency
situation, in the hopes that a confirmed Plan will allow for the
funding of payment of professional fees, either on a current or
deferred basis.

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)


CCM MERGER: Moody's Rates $625 Million Secured Bank Facility at B1
------------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating to
CCM Merger, Inc. along with a B1 rating on the company's existing
$625 million 1st lien senior secured bank facility.  At the same
time, Moody's assigned a B3 rating to CCM's new $200 million
senior unsecured notes due 2013.

Proceeds from the new $200 million senior notes will be used to
refinance CCM's $200 million existing 2nd lien term loan.  The 2nd
lien term loan, along with $550 million of 1st lien bank debt were
used to fund the April 2005 acquisition of the 75% interest in
MotorCity Casino not controlled by CCM's principal shareholder,
Marian Ilitch.

The ratings consider CCM's high leverage and single asset profile.
Pro forma Debt/EBITDA is about 5.2x, however that is expected to
increase to almost 7.0x over the next 18-month period as a result
of a $275 million expansion project that is expected to be funded
with $50 million from cash flow and $225 million of additional
senior secured revolver borrowings made available under a
greenshoe option contained in the bank loan agreement.  Leverage
is not expected to decline to below 5.0x until two years following
the opening of the expansion.

The two notch difference between the company's B1 senior secured
bank loan rating and B3 senior unsecured note rating acknowledges
the substantial amount of senior secured debt that will remain in
CCM's capital structure over the next few years.

Positive ratings consideration is given to the successful
operating history of the casino and the considerable size and
density of the Detroit gaming market.  Detroit's win per unit
statistics are among the best of all domestic gaming markets.
Additionally, the Detroit market benefits from Michigan's passage
of Proposal 1 in November 2004 that requires a voter referendum
for new forms of gaming in that state.  Currently, MotorCity
Casino is one of three commercial casinos that are permitted to
operate in Detroit.  The rating also takes into account that the
proposed expansion will fulfill CCM's obligation under its
development agreement with the City of Detroit, and as a result,
will make the company eligible for a reduced wagering tax from 24%
to 19%.

The stable ratings outlook is based on the expectation that CCM
will reduce acquisition and expansion related debt over time to a
level more consistent with its rating.  Despite the expectation of
continued high leverage, favorable market characteristics
including strong demographics, limited competition and high
barriers to entry should make it possible for the company to
generate free cash flow and reduce debt once the expansion is
complete.  Separately, the company's bank agreement has been
amended so that prior to the completion of the expansion, there is
no cash flow sweep, although 75% of excess cash flow will go into
an account to be used for construction purposes.  Following the
completion of the expansion, however, 75% of excess cash flow will
be applied towards term loan debt reduction.

CCM's single asset profile, high leverage, and expected free cash
flow deficits through fiscal year 2008 limit its ratings upside.
The ratings could go down if CCM fails to comply with the terms of
the development agreement with the City of Detroit and/or the
company takes on a material amount of additional and unanticipated
debt.

These new ratings were assigned:

   -- Corporate Family Rating -- B1;

   -- $75 million senior secured revolving credit facility
      due 2010 -- B1;

   -- $550 million senior secured term loan B due 2012 -- B1;

   -- $200 million senior notes due 2013 -- B3; and

   -- Stable ratings outlook.

CCM Merger, Inc. owns and operates MotorCity Casino in Detroit,
Michigan.  For the twelve-month period ended April 30, 2005, the
company generated about $440 million in net revenue.


CEDAR VALE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cedar Vale Human Services, Inc.
        509 Cedar
        Cedar Vale, Kansas 67024

Bankruptcy Case No.: 05-14155

Type of Business: The Debtor is a Kansas not-for-profit
                  corporation that maintains a number of
                  residential facilities for mental health
                  patients who are ambulatory.  The Debtor
                  closed its nursing home in Cedar Vale,
                  Kansas, in May 2005, transferring the
                  nursing home residents to other facilities.

Chapter 11 Petition Date: July 6, 2005

Court: District of Kansas (Wichita)

Judge: Chief Judge Robert E. Nugent

Debtor's Counsel: Edward J. Nazar, Esq.
                  Redmond & Nazar, LLP
                  245 North Waco, Suite 402
                  Wichita, Kansas 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610

Total Assets: $724,687

Total Debts:  $1,417,968

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   William A. Lybarger                              $89,756
   c/o Mark. W. Krusor
   P.O. Box 731
   Winfield, KS 67156

   Paul J. Fulsom, Inc.                             $73,043
   P.O. Box 547
   Cedar Vale, KS 67024

   Fulsom Brothers, Inc.                            $30,000
   P.O. Box 547
   Cedar Vale, KS 67024

   Paul J. Fulsom, Inc.                             $25,000

   Donald F. Cox                                    $15,000

   Evco                                              $8,134

   Myers Family Ctr                                  $5,357

   Capital One                                       $5,159

   Andreas Law Office                                $3,723

   Grant Thorton                                     $3,250

   BKD                                               $2,877

   Corner Bank                                       $2,859

   Meyer Lab                                         $2,218

   Irvin Penner                                      $2,025

   Bob & Helen Matthews                              $2,000

   Caney Valley Electric                             $1,781

   Quality Water                                     $1,572

   Ayesh Law Office                                  $1,494

   Grand Leigh                                       $1,366

   Chautauqua County Solid Waste                     $1,348


CEDAR VALE: Needs Access to Secured Lender's Cash Collateral Now
----------------------------------------------------------------
Cedar Vale Human Services, Inc., borrowed more than $440,000 from
the Bank of Cedar Vale, and pledged all of its accounts
receivable, inventory, and other assets to secure repayment of
that debt.  The Debtor needs immediate access to the bank's Cash
Collateral to pay its day-to-day postpetition operating expenses.
The Debtor has some other secured creditors too.  Without
Bankruptcy Court authority to dip into the cash collateral, the
debtor tells the Court that its business will cease, employees
will be laid-off, and patients will need to be transferred to
other facilities.

A full-text copy of the company's request to use its lender's cash
collateral, which includes a six-month budget, is available at no
charge at http://bankrupt.com/misc/05-14155-002.pdf

Cedar Vale Human Services, Inc., is a Kansas not-for-profit
corporation that maintains a number of residential facilities for
mental health patients who are ambulatory.  The Debtor closed its
nursing home in Cedar Vale, Kansas, in May 2005, transferring the
nursing home residents to other facilities.  The Debtor filed for
chapter 11 protection on July 6, 2005 (Bankr. D. Kan. Case No.
05-14155).  Edward J. Nazar, Esq., at Redmond & Nazar, LLP,
represents the Debtor.


CESAR PEREZ: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Cesar Roel Perez
        650 Rancho Escondido
        Olmito, Texas 78575

Bankruptcy Case No.: 05-10843

Chapter 11 Petition Date: July 5, 2005

Court: Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Eduardo V. Rodriguez, Esq.
                  Law Office of Eduardo V. Rodriguez
                  1265 North Expressway 83
                  Brownsville, Texas 78521
                  Tel: (956) 547-9638

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

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


CHAUTAUQUA VINEYARDS: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Chautauqua Vineyards and Winery, Inc.
        dba Emerald Coast Wine Cellars
        P.O. Box 1308
        DeFuniak Springs, Florida 32433

Bankruptcy Case No.: 05-31505

Type of Business: The Debtor operates a winery.
                  See http://www.chautauquawinery.com/

Chapter 11 Petition Date: July 6, 2005

Court: Northern District of Florida (Pensacola)

Debtor's Counsel: J. Steven Ford, Esq.
                  Wilson, Harrell, Smith
                  307 South Palafox Street
                  Pensacola, Florida 32502
                  Tel: (850) 438-1111
                  Fax: (850) 432-8500

Total Assets: $1,255,218

Total Debts:  $2,750,847

Debtor's 4 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Paul D. Owens, Jr.                       $1,871,329
   P.O. Box 1229
   Brewton, AL 36427

   Terell B. Bounds, M.D.                     $498,650
   A.P.C. Pension and Profit
   14180 Centralia Road
   Brooksville, FL 34614-2903

   Bank Trust of Brewton                       $95,143
   P.O. Box 469
   Brewton, AL 36427

   Terrell B. Bounds                           $35,271
   14180 Centralia Road
   Brooksville, FL 34614-2903


COLLINS & AIKMAN: Names Frank Macher President & CEO
----------------------------------------------------
Collins & Aikman Corporation (OTC: CKCRQ) has established a new
team of professionals to help lead the Company through the next
phase of its restructuring process.  This team will include:

   -- Stephen F. Cooper, who has been appointed Chairman of the
      Company's Board of Directors;

   -- Leonard LoBiondo, who has been appointed a Director of the
      Company; and

   -- Frank Macher, who has been appointed President and Chief
      Executive Officer.

To facilitate this transition, Charles E. Becker has resigned as
Acting Chief Executive Officer, and Marshall A. Cohen has resigned
as Interim Chairman of the Board of Directors.  Mr. Cohen will
remain as a Director of the Company and serve as Lead Director.

As part of the new structure, the Company has established the
Office of the Chairman, consisting of Mr. Cooper, Mr. LoBiondo,
Mr. Macher and John R. Boken, who continues to serve as the
Company's Chief Restructuring Officer.  This structure expands the
roles of Mr. Cooper and Mr. LoBiondo, both of whom have been
advising the Company throughout the bankruptcy process as
principals of Kroll Zolfo Cooper, an affiliate of KZC Services,
LLC, the Company's turnaround management firm.

"We are delighted to have assembled this outstanding group of
professionals to address the challenges now facing the Company in
its restructuring," said Mr. Cohen.  "We also are grateful for the
significant contributions Chuck Becker has made in a very short
period of time. Chuck agreed, at the Board's request, to step in
temporarily to provide vital leadership, stability and direction
at a critical juncture.  The landscape changed dramatically once
bankruptcy became inevitable and the Company filed for Chapter 11
protection.  Throughout the recent events, Chuck has continued to
establish a positive direction for the Company and its employees.
We are now turning to these key restructuring professionals to
utilize their collective expertise to lead the Company in its
current phase."  Mr. Cohen added, "We are pleased that Chuck has
agreed to actively assist the Company during this transition."

Collins & Aikman is also establishing a Restructuring Committee of
its Board of Directors that will be responsible for overseeing the
development of the business plan, the valuation of the business
and, ultimately, the negotiation of a plan of reorganization.  The
Restructuring Committee will include Mr. Cooper, Mr. LoBiondo,
Anthony Hardwick, Timothy D. Leuliette, and Daniel P. Tredwell.

Mr. Macher had been Chairman of the Board and Chief Executive
Officer of Federal-Mogul Corporation during its bankruptcy
proceedings.  Previously he served as President and Chief
Executive Officer of ITT Automotive, a global automotive parts
supplier, and as the Vice President and General Manager of the
Automotive Components Division of Ford Motor Company.  The
Company's arrangement with Mr. Macher is based upon an outline of
terms, and is subject to final documentation and bankruptcy court
approval.

Mr. Cooper is the Chairman and Mr. LoBiondo is a Senior Managing
Director and Co-Chief Operating Officer of Kroll Zolfo Cooper. Mr.
Cooper has more than 30 years experience leading companies through
operational and financial restructurings and currently acts as
interim CEO of Krispy Kreme Doughnuts and Enron.  Mr. LoBiondo has
more than 18 years experience as a specialist in crafting
effective, value-enhancing solutions for companies experiencing
financial and operational problems.  Mr. Cooper and Mr. LoBiondo
will begin working immediately with the Company. "Leonard and I
look forward to expanding our involvement at Collins & Aikman as
we seek to maximize value for its various constituencies," said
Mr. Cooper.

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: Court Allows Rejection of 14 Unexpired Leases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
allowed Collins & Aikman Corporation and its debtor-affiliates to
reject 14 unexpired leases.

The Debtors identified 17 unexpired leases that are no longer
integral to their ongoing business operations and present
burdensome contingent liabilities.  Joseph M. Fischer, Esq., at
Carson Fischer, P.L.C., in Birmingham, Michigan said that the
Debtors expect to save more than $200,000 per month in expenses if
the rejection is approved.

Mr. Fischer explained that the Debtors have vacated the premises
under 13 of the Leases before the Petition Date and have used the
property for no more than storage of idle assets.  The remaining
four Leases are subleases for four of the vacant Leases pursuant
to which the Debtors subleased property that they were leasing but
no longer needed.  The Debtors said that the subleases do not
provide them with value sufficient to justify leasing the property
from the landlord and subleasing it.

A list of the leases the Debtors decided to reject is available at
no charge at:

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

The Debtors await the Court's approval for the rejection of the
W9/LWS, Connector Park, and Demco unexpired leases.  The hearing
for these leases continues:

1) W9/LWF

On March 11, 2002, W9/LWF Real Estate Limited Partnership and
Collins & Aikman Products Co. entered into a written lease
agreement, pursuant to which W9/LWS leased to Collins & Aikman
premises in Charlotte, North Carolina, for a seven-year term.

Timothy R. Graves, Esq., at Allard & Fish, PC, in Detroit,
Michigan, relates that Collins & Aikman has not occupied the
Premises for about one year.  Despite this, certain of the
Debtors' property remain in the premises, including office
equipment, furniture, filing cabinets, cubicles, desks, chairs,
and tables.

Accordingly, W9/LWS asks the Court to:

   -- require the Debtors to remove the Personal Property at
      their expense; and

   -- allow an administrative rent claim in its favor for the
      period of time after the lease rejection but prior to the
      Debtors' removal of the Personal Property.

2) Demco

Prior to the Petition Date, the Debtors and Demco V LLC entered
into a non-residential property lease in the City of Plymouth.

Demco objects to the Debtors' rejection of the Lease because:

   a. the Debtors should be require to remove all inventory,
      equipment, furniture, and all other property in the
      Premises; and

   b. the Debtors should vacate the Premises and restore
      possession and use of the Premises to the Demco; and

Demco asserts that the effective date of the rejection should be
the later of:

   * the date the Debtors remove all Personal Property in the
     Premises;

   * the date the Debtors vacates the Premises; and

   * the date the Debtors satisfies all postpetition obligations
     to Demco.

Demco discloses that the Debtors' most recent payment under the
Lease was in April 2005.  The Debtors have failed to remit to
Demco the May and June 2005 lease payment for $35,834.

3) Connector Park

Collins & Aikman Fabrics, Inc., doing business as Joan Automotive
Industries, Inc., leases a property in Lowell, Massachusetts,
owned by Connector Park Holding, LLC.

Connector Park asserts that Collins & Aikman has not completely
vacated and surrendered the Premises.  Connector Park maintains
that the Lease cannot be effectively rejected until Collins &
Aikman has vacated the Premises through the removal of all its
property.

In the event that personal property of the Debtors remains in the
Premises of the effective date of the rejection, Connector Park
wants the property to be deemed abandoned by the Debtors.

Connector Park also asks the Court to lift the automatic stay to
allow it to pursue all its rights and remedies with regard to the
rejected lease and the abandoned property, including possessing
and disposing of the property.

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)


COLUMBIA HOUSE: S&P Withdraws Ratings After BMG Direct Purchase
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' corporate credit rating, on Columbia House Co., and
removed them from CreditWatch, where they were placed with
positive implications on May 10, 2005.

The ratings were withdrawn as a result of the company's
acquisition by BMG Direct, a subsidiary of Bertelsmann AG
(BBB+/Stable/A-2), for an undisclosed amount.


CONNEXION LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Lead Debtor: Connexion LLC
             aka General Fibercom Holdings LLC
             aka GFCI Holdings LLC
             aka IFCI Acquisition Corporation
             aka Kleven Communications Inc.
             aka Concepts in Communications Inc.
             aka Washington Data Systems Inc.
             aka GFC
             100 West Elm Street, Suite 300
             Conshohocken, Pennsylvania 19428

Bankruptcy Case No.: 05-20955

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      GFCI LLC                                   05-20956
      GFCI California LLC                        05-20957
      GFCI I, LLC                                05-20958
      GFCI II, LLC                               05-20959
      GFCI - AZ, LLC                             05-20960
      GFCI - TX, LLC                             05-20961


Type of Business: The Debtors are affiliates of Connexion Inc.

Chapter 11 Petition Date: July 6, 2005

Court: Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtors' Counsel:

                              Total Assets   Total Debts
                              ------------   -----------
Connexion LLC                 $10 Million to  $50 Million to
                              $50 Million     $100 Million

GFCI LLC                      $10 Million to  $50 Million to
                              $50 Million     $100 Million

GFCI California LLC           $10 Million to  $50 Million to
                              $50 Million     $100 Million

GFCI I, LLC                   $10 Million to  $50 Million to
                              $50 Million     $100 Million

GFCI II, LLC                  $10 Million to  $50 Million to
                              $50 Million     $100 Million

GFCI - AZ, LLC                $10 Million to  $50 Million to
                              $50 Million     $100 Million

GFCI - TX, LLC

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


CORNERSTONE PRODUCTS: Taps Hance Scarborough as Bankr. Counsel
--------------------------------------------------------------
Cornerstone Products, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Texas for permission to employ Hance
Scarborough Wright Ginsberg & Brusilow, L.L.P., as its general
bankruptcy counsel.

Hance Scarborough is expected to:

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

   b) negotiate, prepare and file a plan of reorganization and
      disclosure statement and assist in promoting the financial
      rehabilitation of the Debtor;

   b) take all necessary actions to protect and preserve the
      Debtor's estate, including the prosecution of actions on the
      Debtor's behalf, the defense of any actions commenced
      against the Debtor, negotiations concerning all litigation
      in which the Debtor is involved, and the evaluation of
      and objection to claims filed against the estate;

   c) prepare on behalf of the Debtor, all necessary applications,
      motions, answers, orders, reports and papers in connection
      with the administration of the estate;

   d) appear on behalf of the Debtor at all Court hearings in
      connection with its chapter 11 case; and

   e) perform all other necessary legal services to the Debtor in
      connection with its bankruptcy proceedings.

Frank J. Wright, Esq., and Ashley Ellis, Esq., are the lead
attorneys for the Debtor.  Mr. Wright charges $500 per hour for
his services, while Ms. Ellis charges $350 per hour.  Mr. Wright
discloses that Hance Scarborough received a $10,000 retainer.

Mr. Wright reports Hance Scarborough's professionals bill:

      Designation              Hourly Rate
      -----------              -----------
      Partners and Counsels    $200 - $500
      Associate                $185 - $275
      Paralegals                $70 - $120

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

Headquartered in Plano, Texas, Cornerstone Products, Inc., --
http://www.cornerstoneproducts.com-- manufactures custom
injection molded plastic products.  The Company filed for chapter
11 protection on July 5, 2005 (Bankr. E.D. Tex. Case No. 05-
43533).  When the Debtor filed for protection from its creditors,
it listed total assets of $59,595,144 and total debts of
$65,714,015.


CORNERSTONE PRODUCTS: Look for Bankruptcy Schedules on Aug. 4
-------------------------------------------------------------
Cornerstone Products, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Texas for more time to file its Schedules of
Assets and Liabilities, Statements of Financial Affairs, Schedules
of Current Income and Expenditures, and Schedules of Executory
Contracts and Unexpired Leases.  The Debtor wants until Aug. 4,
2005, to file those documents.

The Debtor gives the Court three reasons that militate in favor of
the extension:

   a) to assemble all the necessary financial data and other
      information required by the Schedules and Statements, it
      must thoroughly examine its numerous books, records and
      documents, which is a time-consuming process;

   b) collecting, assembling and preparing all the information
      needed by the Schedules and Statements will require
      substantial time and effort on the part of its limited staff
      and personnel; and

   c) it assures the Court that it will complete the preparation
      of its Schedules and Statements and file those documents on
      or before the requested Aug. 4 deadline.

Headquartered in Plano, Texas, Cornerstone Products, Inc., --
http://www.cornerstoneproducts.com-- manufactures custom
injection molded plastic products.  The Company filed for chapter
11 protection on July 5, 2005 (Bankr. E.D. Tex. Case No. 05-
43533).  Frank J. Wright, Esq., at Hance Scarborough Wright
Ginsberg & Brusilow, L.L.P., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $59,595,144 and total
debts of $65,714,015.


CREDIT SUISSE: Fitch Puts Low-B Ratings on Six Certificate Classes
------------------------------------------------------------------
Fitch Ratings affirms Credit Suisse First Boston Mortgage
Securities Corp., series 2002-CP5:

     -- $318.3 million class A-1 'AAA';
     -- $620.3 million class A-2 'AAA';
     -- Interest-only class A-X 'AAA';
     -- Interest-only class A-SP 'AAA';
     -- $41.5 million class B 'AA';
     -- $22.2 million class C 'A+';
     -- $14.8 million class D 'A';
     -- $17.8 million class E 'A-';
     -- $8.9 million class F 'BBB+';
     -- $16.3 million class G 'BBB';
     -- $14.8 million class H 'BBB-';
     -- $22.2 million class J 'BB+';
     -- $5.9 million class K 'BB';
     -- $8.9 million class L 'BB-';
     -- $7.4 million class M 'B+';
     -- $4.4 million class N 'B';
     -- $4.7 million class O 'B-'.

The $7.2 million class P remains at 'CCC'. Fitch does not rate
class Q.

The rating affirmations reflect stable pool performance and
minimal transaction paydown.  As of the June 2005 distribution
date, the pool's aggregate certificate balance has decreased
2.90%, to $1.15 billion from $1.19 billion since issuance.  Of the
original 143 loans, 141 are currently outstanding in the pool.

Fitch reviewed the two credit assessed loans in the pool, 1633
Broadway (18.49%) and Fashion Square Mall (5.19%).  Both loans
maintain investment grade credit assessments.

1633 Broadway is secured by a 2,410,943 square foot office
property in Midtown Manhattan.  As of year-end 2004 the Fitch
stressed debt service coverage ratio has increased to 2.72 times
(x) compared to 2.65x at issuance.  The occupancy for YE 2004 was
100%.

Fashion Square Mall is secured by 450,490 sf retail property in
Saginaw, MI. As of YE 2004 the DSCR has increased to 1.44x
compared to 1.41x at issuance. The occupancy for YE 2004 was 95%.

The Fitch stressed DSCR was calculated using servicer provided net
operating income adjusted for capital items divided by current
principal balance multiplied by a stressed refinance constant.

There are six loans (2.2%) in special servicing.  The largest
asset (0.81%) is a multifamily property in Dallas, TX and is
currently real estate owned.  The special servicer is marketing
the property for sale.  Recent appraisal valuation indicates
losses upon liquidation of this loan.


CREST 2000-1: Fitch Affirms Low-B Ratings on Two Note Classes
-------------------------------------------------------------
Fitch Ratings affirms six classes of notes issued by Crest 2000-1,
Limited.  These affirmations are the result of Fitch's review
process and are effective immediately:

     -- $66,610,650 class A-1 notes 'AAA';
     -- $195,000,000 class A-2 notes 'AAA';
     -- $50,000,000 class B notes 'AA-';
     -- $22,500,000 class C notes 'BBB';
     -- $21,000,000 class D notes 'B';
     -- $11,501,372 preferred shares 'B+'.

Crest 2000-1 is a collateralized bond obligation primarily
supported by a static pool of approximately 32% commercial
mortgage-backed securities and 65% real estate investment trusts.

Fitch has reviewed the credit quality of the individual assets
comprising the portfolio, including discussions with Structured
Credit Partners, LLC a subsidiary of Wachovia Corporation, the
asset manager, and has conducted cash flow modeling of various
default timing and interest rate scenarios.  As a result, Fitch
has determined that the current ratings assigned to the class A-1,
class A-2, class B, class C, class D notes and preferred shares of
Crest 2000-1 still reflect the current risk to noteholders.

Since the last rating action in March 2004, the collateral has
remained stable.  The weighted average rating has slightly
deteriorated to 'BBB/BBB-' as of the most recent trustee report
dated May 31, 2005 from 'BBB' as of Dec. 1, 2003.  The class A
overcollateralization and class B OC ratios have increased to
131.7% and 112.3% respectively, from 126.9% and 111.7% due to the
deleveraging of the class A-1 notes.  The class C OC tests have
decreased to 105.3% from 106% as of the last review.  The weighted
average spread has also decreased to .91% from 1.15%, while the
weighted average coupon has increased to 7.94% from 6.51%.

The ratings on the class A and B notes address the timely payment
of interest and principal.  The ratings on the class C and D notes
address only the ultimate payment of interest and ultimate
repayment of principal.  The rating on the preferred shares
addresses the ultimate return of principal from all distributions
made to the preferred shares over the life of the transaction.

Fitch will continue to monitor and review this transaction for
future rating adjustments. Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/


DEVELOPERS DIVERSIFIED: Fitch Holds BB Rating on Preferred Stock
----------------------------------------------------------------
Fitch Ratings has upgraded the following securities issued by
Developers Diversified Realty Corp and Developers Diversified
Realty, L.P.:

     -- Senior unsecured debt to 'BBB' from 'BBB-'.

Fitch also affirms the following:

     -- Preferred stock 'BB+'.

The Rating Outlook is Stable.

Developers Diversified Realty Corp's rating strengths are centered
on its portfolio of high-quality open-air shopping centers.
Management continues to emphasize long-term leases to strong
anchor and in-line tenants with strong credit quality.  This is
partly manifested in Developers Diversified's lease maturity
schedule, which has less than 9% of total base rents expiring in
any single year.  In addition, the tenant base, of which no tenant
comprises more than 5% of annualized base rents, has eight of its
top 15 tenants rated investment grade and 13 of its top 15 tenants
rated 'BB' or higher.  These characteristics, in combination with
Developers Diversified's historically strong occupancy rates,
which are typically in excess of 94%, point to a stable, robust
core cash flow stream.

Developers Diversified has also diversified the portfolio
geographically, as it now manages 472 properties in 44 states and
Puerto Rico, with no more than 14% of total base rents derived
from any single state in fiscal 2004.  While management has shown
a meaningful appetite for large acquisitions, purchases have
typically consisted of high quality assets that have shown
operating performance improvement under Developers Diversified's
management.  Developers Diversified has also de-emphasized
properties that are solely anchored by grocery store tenants in
favor of more diverse and stronger credit quality tenants.

Developers Diversified's leverage, defined as debt divided by
undepreciated book capital, was up to 52.5% at the end of the
first quarter from its historical range of 47% to 49% range.
Fitch believes that current leverage ratios are adequate for a
'BBB' rating, and expects that for the foreseeable future
leverage, as defined, will remain in the low 50% range.  Fitch
also believes that Developers Diversified is appropriately
capitalized from a risk-adjusted standpoint based on its mix of
stabilized assets, development properties, and joint venture
investments.

The two notches between the senior unsecured debt rating and the
preferred stock rating reflect the difference in leverage at the
senior and preferred stock levels.  Leverage, when defined as debt
plus preferred stock divided by undepreciated book capital is
disproportionately higher at 62.82% due to Developers
Diversified's large composition of preferred stock in its capital
structure relative to many other issuers.  This is the principal
driver in the notching between the senior unsecured and preferred
stock ratings.  While the preferred stock provides meaningful
cushion for senior unsecured investors, Fitch believes that the
last dollar of preferred stock is in a relatively low position in
the capital structure.

Developers Diversified's operating performance continues to be
solid as the company recently had its fourth consecutive year of
record net income.  Fixed charge coverage, defined as recurring
EBITDA less capital expenditures, and straight lined rents divided
by interest expense, capitalized interest and preferred dividends,
was 2.22 times (x) for fiscal 2004 and 2.04x for the first quarter
of 2005.  These are below several higher rated peers but still, in
Fitch's view, are adequate for the 'BBB' category particularly
considering the quality of the income stream.  These figures do
not include income from gains on sale or development income, but
do include the expenses incurred from such activities.  If non-
recurring items are included, Developers Diversified would have
among the highest fixed charge coverages in its peer group.
Nevertheless, Fitch de-emphasizes non recurring earnings such as
gains on sale due to the unpredictability and non-contractual
nature of such earnings.

Rating concerns center on Developers Diversified's rate of asset
growth.  In the past three years, Developers Diversified, through
ground-up development as well as through the purchase of
individual assets and portfolios such as those of Benderson
Development Co. in mid-2004 and Caribbean Property Group in early
2005, has grown to a total of $10 billion of managed assets owned
directly on balance sheet and through the company's five
unconsolidated joint ventures.  This concern is somewhat mitigated
by management's significant acumen at selecting and managing
properties.  Fitch also has some comfort and will continue to seek
greater evidence that Developers Diversified has grown its back
office management and accounting functions commensurate with the
balance sheet growth.

Additional concerns center on the direction of several metrics in
the first quarter of 2005 including leverage, unencumbered asset
coverage, variable-rate debt composition, and fixed charge
coverage.  Generally, Fitch believes the metrics are currently
adequate for the 'BBB' rating, however, significant deterioration
would be a cause for concern.  Modest deterioration in some of
these metrics during the first quarter was driven by the CPG
acquisition.  For example, Developers Diversified contributed nine
properties to a joint venture in the first quarter to help raise
proceeds for the purchase of CPG.  CPG assets were also purchased
with existing mortgage debt already on them.

Nevertheless, over time Developers Diversified's management has
developed substantial credibility in its ability to make sizeable
acquisitions and follow through on commitments to strengthen its
balance sheet.  Examples include the reduction of leverage
following the Benderson acquisition as well as the impending
removal of encumbrances on 11 of the 15 previously encumbered
assets that were a part of the CPG acquisition.  Principally for
this reason, Fitch is comfortable with weakening of several
metrics in the first quarter and has confidence that this is not a
foreshadowing of future deterioration or a fundamental shift in
core credit fundamentals.

Developers Diversified is a self-advised equity real estate
investment trust headquartered in Beachwood, Ohio.  Developers
Diversified, which recently celebrated its 40th year of
operations, develops, leases and manages retail centers
nationwide.  As of March 31, 2005, Developers Diversified owned or
managed approximately 473 operating and development retail
properties in 44 states and Puerto Rico.  Also as of March 31,
Developers Diversified had total assets of $6.5 billion and total
shareholder's equity of $2.6 billion.


DICKIE WALKER: Intelligent Energy Deal Needs Additional Financing
-----------------------------------------------------------------
Dickie Walker Marine, Inc. (Nasdaq: DWMA) provided an update on
the previously announced proposed acquisition agreement between
Dickie Walker and Intelligent Energy Holdings, PLC, and the Staff
Determination Letter from the Nasdaq Stock Market.

As disclosed in the Form S-4 preliminary proxy
statement/prospectus filed with the Securities and Exchange
Commission on May 10, 2005, additional financing on the part of
one or both companies may be necessary to continue operations and
consummate the acquisition agreement.  Intelligent Energy has
determined that such additional funding now is required and
currently is in the process of seeking funding from various
sources so that the transaction with Dickie Walker may proceed as
planned.  However, there can be no assurance that Intelligent
Energy will be successful in its efforts to raise additional
capital in the timeframe required to consummate the Dickie Walker
transaction, or at all.

"It is likely that if Intelligent Energy is unable to obtain
sufficient financing shortly, the transaction will not close,"
said Jerry Montiel, chairman and chief executive officer of Dickie
Walker.  "The Boards of Directors of both companies continue to
support the consummation of the proposed acquisition and believe
it is in the best interests of all of our collective shareholders
to proceed.  We are working diligently with our colleagues at
Intelligent Energy to move this process forward as expeditiously
as possible."

                       Delisting Update

Additionally, Dickie Walker Marine filed for and was granted a
hearing before the Listing Qualifications Panel of the Nasdaq
Stock Market to review the Staff Determination Letter previously
disclosed in Dickie Walker's press release of May 31, 2005.  The
hearing currently is scheduled for July 14, 2005. At the hearing,
the company will ask the Listing Qualification Panel to stay
delisting of Dickie Walker's common stock pending the closing of
the acquisition of Intelligent Energy.  There can be no assurance
that Dickie Walker will be successful at the hearing in obtaining
a further stay of delisting through the close of the proposed
acquisition, or that all conditions to the closing of the proposed
acquisition will occur.

"We recognize the value in Dickie Walker and the potential
benefits to both companies, further underscoring our desire to
proceed in earnest with this transaction," said Dr. Harry
Bradbury, chief executive officer of Intelligent Energy.  "We
believe that intrinsic value would remain should the Panel elect
to proceed with the delisting and it would be our intention to
recommend to the Intelligent Energy Board of Directors to continue
with the transaction and bring it to a successful conclusion."

Bradbury noted that upon closing of the proposed transaction with
Dickie Walker, he believes the combined company should likely
qualify for an initial listing on the Nasdaq SmallCap Market, and
that Intelligent Energy has completed and filed an application
with requisite documentation to obtain such listing.

             About Intelligent Energy Holdings PLC

Intelligent Energy is an energy solutions group with a proprietary
suite of new energy technologies, and is focused on
commercializing energy services in hydrogen generation, fuel
storage and power generation using proton exchange membrane (PEM)
fuel cell technology.  Intelligent Energy's products and
technologies provide solutions for global applications in the
motive, distributed energy, defense and portable markets.
Additional information about Intelligent Energy can be found at
http://www.intelligent-energy.com/

               About Dickie Walker Marine, Inc.

Dickie Walker Marine, Inc. designs, sources and has manufactured,
markets and distributes authentic lines of nautically-inspired
apparel, gifts and decorative items.  The Dickie Walker brand is a
lifestyle brand of nautically inspired apparel and accessories for
the home, office and boat, which are distributed through specialty
retailers, yacht clubs, resorts, higher-end sporting goods stores,
marinas, coastal stores, catalogs and a branded website.
Additional information about Dickie Walker Marine can be found at
http://www.dickiewalker.com/

                        *     *     *

                     Going Concern Doubt

Ernst & Young LLP expressed substantial doubt about Dickie
Walker's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Sept. 30,
2004.  The auditors cite the Company's recurring operating losses
and accumulated deficit.


DONNA COSTA-BEACH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Donna M. Costa-Beach
        aka Donna M. Costa
        dba Costa-Beach Realty
        dba Cliff House Lakeside Resort
        dba Joseph's Laundromat & Market
        dba Rocket Motel
        P.O. Box 40272
        Reno, Nevada 89504

Bankruptcy Case No.: 05-52084

Type of Business: The Debtor owns Cliff House Lakeside Resort, a
                  full-service resort, Costa-Beach Realty, a
                  Nevada real estate brokerage, and Money Today,
                  Inc., a personal financing company that receives
                  vehicle title loan as collateral.

Chapter 11 Petition Date: July 6, 2005

Court: District of Nevada (Reno)

Debtor's Counsel: John A. White, Jr., Esq.
                  White Law Chartered
                  335 West First Street
                  Reno, Nevada 89503
                  Tel: (775) 322-8000
                  Fax: (775) 322-1228

Total Assets: $5,147,790

Total Debts:  $3,413,742

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Inez G. Beach & Gaston D. Beach             $47,000
1621 Dreher Street
Sacramento, CA 95814

Amerigas                                    $20,000
P.O. Box 1810
Hawthorne, NV 89415

Mineral County Treasurer                    $20,000
1st & A Street
Hawthorne, NV 89415

John Metzker                                $20,000
P.O. Box 6748
Reno, NV 89513-6748

Citibank                                    $10,590

Hawthorne Utilities                          $6,000

Citibank                                     $5,563

Washoe County Treasurer                      $5,388

Sierra Pacific Power                         $5,000

Todd Torvinen, Esq.                          $5,000

Mineral County Treasurer                     $4,029

Chase Bank                                   $3,360

Providian                                    $3,186

American Express                             $2,618

SBC Nevada Bell                              $2,500

Sean P. Patterson                              $778

John R. Carmichael, D.D.S.                     $600

Direct Merchants Bank                          $562

Matt Clymer                                    $500

Brinkby Animal Hospital                        $500


DRESSER INC: Asks Lenders to Wait Until Sept. 30 for Financials
---------------------------------------------------------------
Dresser, Inc., is asking the lenders under its senior secured
credit facility and senior unsecured term loan for more time to
prepare and deliver certain financial statements.  The request
would extend the deadline from July 15, 2005, to Sept. 30, 2005,
for providing audited financial statements for the fiscal year
ended Dec. 31, 2004, and unaudited financial statements for the
fiscal quarters ended March 31, 2005, and June 30, 2005.

The company said the extension of the date to deliver the
financial statements was necessary because of various delays in
completing the previously announced restatements of prior
financial statements and the completion of the 2004 audit.

                        Loan Waiver

As reported in the Troubled Company Reporter on June 2, 2005,
Dresser amended its senior secured credit facility and received a
consent and waiver under its senior unsecured term loan to extend
the required delivery date for its 2004 audited financial
statements and 2005 first quarter unaudited financial statements
to July 15, 2005.  The Company said the extension was necessary
because of delays in finalizing the previously announced
restatements of prior financial statements and completing the 2004
audit.

DRESSER, INC., D.I. LUXEMBOURG S.A.R.L., DRESSER HOLDINGS, INC.,
and DEG ACQUISITIONS, LLC, are the Borrowers under a Credit
Agreement dated as of April 10, 2001 (as amended) arranged by
MORGAN STANLEY SENIOR FUNDING, INC., as Administrative and
Collateral Agent for a large consortium of lenders who are
signatories to the Ninth Amendment, a copy of which is available
at http://ResearchArchives.com/t/s?58at no charge.

DRESSER, INC., is also the Borrower under a Senior Unsecured Term
Loan Agreement dated as of March 1, 2004 (as amended), under which
MORGAN STANLEY SENIOR FUNDING, INC. serves as Administrative Agent
for a large consortium of lenders who are signatories to a Second
Consent and Waiver dated as of May 27, 2005, a copy of which is
available at no charge at http://ResearchArchives.com/t/s?59

Headquartered in Dallas, Texas, Dresser, Inc. --
http://www.dresser.com/-- is a worldwide leader in the design,
manufacture and marketing of highly engineered equipment and
services sold primarily to customers in the flow control,
measurement systems, and compression and power systems segments of
the energy industry.  Dresser has a comprehensive global presence,
with over 8,500 employees and a sales presence in over 100
countries worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Addison, Texas-based Dresser Inc. to 'B+' from 'BB-'.
The company remains on CreditWatch with negative implications.
The ratings downgrade reflects weak credit measures and debt
leverage that remain elevated for the current ratings level.

Despite ongoing efforts to improve operating performance over the
past 12 months, debt levels and credit measures have not improved
to meet levels that were expected and incorporated into the
company's existing ratings.  Furthermore, the company has had
delays executing a planned IPO that was expected to help
deleverage the company. (At this time, it is unclear if this event
will occur in the near-to-intermediate term.)

Dresser designs and manufactures equipment for the energy industry
and has total debt of about $1.075 billion.

"The CreditWatch listing will be resolved in the near term,
pending the company completing its 2004 audit process and filing
its 2004 Form 10K and first-quarter 2005 Form 10Q," said Standard
& Poor's credit analyst Jeffrey B. Morrison.  "If the company can
file statements in the near term and no additional developments
occur beyond management's previously announced restatements of
previous accounting periods, it is unlikely that ratings would be
lowered further," he continued.  However, if additional delays in
filing persist beyond a reasonable time frame, negative ratings
actions could result.


EES COKE: S&P Holds BB Rating on $75 Million Senior Secured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' rating on EES
Coke Battery LLC's series B $75 million ($23.2 million
outstanding) senior secured notes due 2007, and removed them from
CreditWatch with positive implications, where they were placed on
Jan. 27, 2005.  The rating action reflects a similar action on EES
Coke's primary offtaker Mittal Steel USA ISG Inc.  The ISG rating
action follows a review of the capital, legal, and organizational
structure of parent Mittal Steel Co. N.V. following its merger
with ISG in April 2005.  The outlook is positive.

ISG is rated lower than its parent, Mittal Steel (BBB+/Stable/--).
The rating differential between ISG and Mittal Steel reflects:

    * ISG's high share of Mittal Steel's long-term debt,

    * ISG's relatively low profitability, and

    * uncertainties over material weaknesses in the company's
      internal controls over financial reporting outlined in its
      SEC filings.

The departure of several senior financial staff at ISG heightens
Standard & Poor's concerns over the control issue.

EES Coke's positive outlook reflects that of ISG.  The positive
outlook on ISG reflects the potential of a ratings upgrade to
investment grade in the next 12 months, if the issues surrounding
the weaknesses in the company's internal controls are
satisfactorily resolved.

If this occurs, the rating on EES Coke would likely be raised to
'BBB-', assuming it continues to operate well and supply coke to
its customers.  Serious operating or transportation problems could
result in an outlook revision to stable.


ENRON CORP: Inks Stipulation Resolving $3.5MM Torch Energy Claims
-----------------------------------------------------------------
Torch Energy TM, Inc., on its own behalf and on behalf of Plains
Exploration & Production Company, Mission Resources Company,
Milam Energy, L.P., Torch E&P Company, filed proofs of claim
against ENA Upstream Company, LLC, and Enron North America Corp.
for amounts owed in connection with the delivery of certain
goods:

    Claimant           Claim No.     Debtor         Claim Amount
    --------           --------      ------          -----------
    Nuevo                19993       ENA Upstream       $111,487
    Mission              19994       ENA Upstream      1,986,449
    Milam                19995       ENA Upstream        218,394
    Torch                19996       ENA Upstream      1,520,938
    TEPC                 19997       ENA                 754,200

Torch also filed Claim No. 19992 against Enron Corp. for
$4,591,468 on account of a guarantee of natural gas sales
contracts between Enron's wholly owned subsidiaries and Torch.

Additionally, Torch Energy Marketing, Inc., filed Claim No. 19998
against ENA on account of a $323,433 debt.  Torch Energy filed
Claim No. 19999 for the same amount against Enron arising from
Enron's guarantee of payment of the debt.

The Reorganized Debtors objected to the Claims.

In resolution of the Claims and the Objections, the parties agree
that:

     1. Five Torch Claims will be allowed as partly secured and
        partly general unsecured:

           Claim No.      Secured Amount    Unsecured Amount
           ---------      --------------    ----------------
              19993             $104,120              $7,367
              19994              600,000           1,386,449
              19995               54,599             163,796
              19996                    0           1,520,938
              19997               99,682             299,045

     2. Claim No. 19992 will be allowed for $3,369,192 and Claim
        No. 19999 will be allowed for $323,433, both as Enron
        Guaranty Claims.

     3. Pursuant to the Reorganized Debtors' Chapter 11 Plan,
        distributions for the full amount of the Allowed Secured
        Claims and initial distributions for certain portions of
        the Allowed Unsecured Claims that have been previously
        deposited into the Disputed Claims Reserve will be made
        within August 21, 2005.  Subsequent distributions on any
        remaining portions of the Allowed Unsecured Claims will be
        made pursuant to the terms of the Plan.

     4. Any Scheduled Liabilities and other claims related to the
        Claims are disallowed in their entirety in favor of the
        Allowed Claims.

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: Mirant Holds $12 Million Allowed Unsecured Claim
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement between Enron Corporation and its
debtor-affiliates, Mirant Corporation, Mirant EcoElectrica
Investments I, Ltd., and Puerto Rico Power Investments, Ltd.,
resolving Mirant's claims arising from a failed stock purchase
agreement transaction.

The salient terms of the Settlement are:

A. Effective Date of Settlement Agreement

    The Settlement will only become effective when it is:

       -- executed by the Parties, and
       -- approved by the Mirant and Enron Bankruptcy Courts.

B. Resolution of Enron SPA Claims

    Enron Claim No. 6862 will be allowed as a general unsecured
    claim against the Mirant Corp. Chapter 11 estate for
    $12,250,000.  The rest of the Enron SPA Claims will be
    disallowed and expunged in their entirety.

C. Resolution of the Mirant SPA Claims

    The Mirant SPA Claims will be disallowed and expunged in their
    entirety.

D. Resolution of Pending Litigation

    Enron and Mirant will take all necessary steps to dismiss or
    withdraw the objections, the estimation application and the
    request for declaratory relief.

E. Mutual Releases

    The Parties will mutually release each other from all claims,
    obligations, demands, actions, causes of action and
    liabilities relating to the Pending Litigation.

Objections to the Settlement that have not been withdrawn, waived
or settled, and all reservations of rights in those objections,
are overruled.

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 TECHNOLOGIES: Weak Results Prompt S&P's CCC+ Rating
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.

"The rating action reflects Exide's weak earnings and cash flow,
which have resulted in very high debt leverage, thin liquidity,
and poor credit statistics," said Standard & Poor's credit analyst
Martin King.  Lawrenceville, New Jersey-based Exide, a
manufacturer of automotive and industrial batteries, has total
debt of about $740 million, and underfunded postemployment benefit
liabilities of $380 million.

Exide reported weaker-than-expected financial results for its
fiscal year ended March 31, 2005.  EBITDA was only $106 million,
far short of the company's forecasts and 40% below the previous
year.  The EBITDA shortfall stemmed from low overhead absorption
due to an inventory reduction initiative, other inventory
valuation adjustments, negative pricing and product mix, and costs
associated with accounting compliance under the Sarbanes-Oxley
Act.  Free cash flow was negative $93 million.

The weak results caused the company's credit statistics to fall
below its covenant requirements on its bank credit agreement.  The
company has received a waiver of the 2005 covenants from its bank
group, however, as well as amendments to its 2006 requirements.

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.  Average lead prices
rose about 70% during fiscal 2005 and there has been only some
cost recovery from higher product prices, as the realization of
price increases is limited by competitors' more restrained pricing
actions.  The company's inability to fully recover lead cost
increases has severely hurt financial results, offsetting the cost
savings the company has realized from extensive restructuring
actions during the past few years.


GAME SYSTEMS: Wants Taxes Lawsuit Transferred to Federal Court
--------------------------------------------------------------
Game Systems, Inc., aka Texas Game Systems asks the Honorable
Judge Dennis Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, for removal of a
State Court Lawsuit.

A state court civil action entitled "Forbes Hutton Leasing, Inc.
and Gametronics Gaming Equipment Limited v. Game Systems, Inc.,
aka Texas Game Systems, v. Robert Houchin" is pending before the
236th Judicial District of Tarrant County, Texas (Cause No.
236-210519-05).

Resolution of the claims asserted in the State Court Lawsuit will
significantly effect the administration of the Debtor's estate and
will involve the allowance or disallowance of claims against the
estate, counterclaims by the estate, and attempts to obtain
property of the estate.  The Debtors say the Bankruptcy Court is
the best place for all of that to occur.

Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Fort Worth,
Texas, tells the Bankruptcy Court that the Debtor has requested
certified copies of all documents filed in the State Court Lawsuit
from the State Court clerk.  The Debtor will promptly file with
the Bankruptcy Court an index including those documents pursuant
to Bankruptcy Rule 9027 upon receipt of the documents from the
State Court clerk.

Headquartered in Fort Worth, Texas, Game Systems, Inc., aka
Texas Game Systems -- http://www.texasgamesystems.net/-- designs
game software and sell point-of-sales equipment.  The Company
filed for bankruptcy protection on July 5, 2005 (Bankr. N.D. Tex.
Case No. 05-46823).  Julie C. McGrath, Esq., and Jeff P. Prostok,
Esq., at Forshey & Prostok, LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated $100,000 to $500,000 in assets and $1
million to $10 million in debts.


GENERAL MOTORS: Wins $253MM Pension Suit vs. U.S. in Federal Suit
-----------------------------------------------------------------
Judge Nancy Firestone of the U.S. Court of Federal Claims in
Washington, D.C., ruled in favor of General Motors Corp., in its
bid to recover around $253 million from the federal government for
one of its underfunded pension plans, The Wall Street Journal
reports.

Judge Firestone said the government should pay the allocable
amount of the pension underfunding.  However, the judge denied
GM's motion to recover not only the underfunded amount, but a
profit as well.

The U.S. government is expected to appeal the court's decision.

Judge Firestone issued her 18-page Opinion on June 28, 2005.
A full-text copy of the Opinion is available at no cost at
http://ResearchArchives.com/t/s?5a

Marcia G. Madsen, Esq., at Mayer, Brown, Rowe & Maw LLP,
represents the automaker in this matter.

           Overfunding & Underfunding of Pension Costs

When the government contracts with private companies for provision
of goods or services, the government pays for salaries and pays a
portion of the pension costs.  When companies subsequently close
or sell a unit with an overfunded pension plan, the government
generally recovers the portion of the pension surplus attributable
to the amounts it contributed to the pension fund.

GM argued that the government was similarly obligated to make
contributions to an underfunded pension of a division GM sold in
1993, Allison Gas Turbine, which provided services to the
government. In 1996, GM filed a claim for $253 million, and sued
the government on Jan. 27, 2000, in the federal court of claims,
which handles contract disputes.

General Motors Corporation, the world's largest auto manufacturer,
designs, manufactures, and markets vehicles primarily in North
America under these nameplates: Chevrolet, Pontiac, GMC,
Oldsmobile, Buick, Cadillac, Saturn, and HUMMER.

                         *     *     *

As reported in the Troubled Company Reporter on May 25, 2005,
Fitch Ratings has downgraded the senior unsecured ratings of
General Motors, GMAC and the majority of affiliated entities to
'BB+' from 'BBB-'.  Fitch says the Rating Outlook for GM remains
Negative.

As reported in the Troubled Company Reporter on May 6, 2005,
Standard & Poor's Ratings Services lowered its long- and short-
term corporate credit ratings on General Motors Corp., General
Motors Acceptance Corp., and all related entities to 'BB/B-1' from
'BBB-/A-3'.  S&P says the rating outlook is negative.

As reported in the Troubled Company Reporter on Apr. 11, 2005,
Moody's Investors Service lowered the long-term and short-term
ratings of General Motors Corporation to Baa3 and Prime-3 from
Baa2 and Prime-2, and also lowered the long-term rating of General
Motors Acceptance Corporation to Baa2 from Baa1.   GMAC's short-
term rating is affirmed at Prime-2.  Moody's says the rating
outlook for both companies is negative.  These rating actions
conclude Moody's review for downgrade that commenced on March 16
following GM's announcement of a significant negative revision of
its 2005 earnings and cash flow outlook.


GERALD KIND: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtors: Gerald Christian Kind & Marilynn Theresa Kind
         35 Boonton Avenue
         Kinnelon, New Jersey 07405

Bankruptcy Case No.: 05-32090

Type of Business: The Debtors operate Kind's Auto Body located in
                  178 Garibaldi Avenue in Lodi, New Jersey, which
                  paints and repairs bodies of automobiles.

Chapter 11 Petition Date: July 7, 2005

Court: District of New Jersey (Newark)

Debtors' Counsel: Daniel J. Yablonsky, Esq.
                  Yablonsky & Associates LLC
                  1430 Route 23 North
                  Wayne, New Jersey 07470
                  Tel: (973) 686-3800
                  Fax: (973) 686-3801

Total Assets: $2,156,195

Total Debts:  $1,349,201

Debtors' 9 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Discover                                  $5,829
   P.O. Box 15316
   Wilmington, DE 19850

   Capital 1 Bk                              $3,479
   11013 West Broad Street
   Glen Allen, VA 23060

   Citibank USA Sears                        $2,730
   P.O. Box 6189
   Sioux Falls, SD 57117

   Macys/GEMB                                $2,325
   P.O. Box 29116
   Shawnee Mission, KS 66201

   Capital 1 Bk                              $1,515
   11013 West Broad Street
   Glen Allen, VA 23060

   HSBC NV                                     $971
   1441 Schilling Plaza
   Salinas, CA 93901

   Collectech                                  $289
   3000 Corporate Exchange
   Columbus, OH 43231

   Macys/FDSB                                  $216
   9111 Duke Drive
   Mason, OH 45040

   Capital 1 Bk                                  $7
   11013 West Broad Street
   Glen Allen, VA 23060


GITTO GLOBAL: Chapter 7 Trustee Wants 2 Banks to Produce Records
----------------------------------------------------------------
Mark G. DeGiacomo, the chapter 7 Trustee overseeing the
liquidation of Gitto Global Corporation, asks the U.S. Bankruptcy
Court for the District of Massachusetts, Western Division, for
authority to conduct examinations, pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure, on the Keepers of the
Records of Citizens Bank and Bank of America Corporation fka Fleet
Bank.

The Debtor maintains checking and savings accounts at Fleet Bank
and at Citizens Bank.  The Trustee wants the Keepers of Records to
testify under oath regarding the transfer of funds from the
Debtor's accounts within one year prior to the filing of
bankruptcy until the present.

The Trustee requests the Banks for records of the Debtor's
electronic fund transfers including Internet and extranet
compilations, materials stored in disks, networks, mainframes,
hard drives, CD-ROM, tapes and all other forms of storage device
or media.

The Trustee wants to conduct the examinations at the offices of
Murtha Cullina LLP located at 99 High Street in Boston,
Massachusetts on July 21, 2005, at 1:00 p.m.

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.


GMAC COMMERCIAL: Fitch Upgrades Ratings on GMAC 2002-C3 Certs.
--------------------------------------------------------------
Fitch upgrades GMAC commercial mortgage pass-through certificates,
series 2002-C3:

     -- $29.2 million class B to 'AAA' from 'AA';
     -- $11.7 million class C to 'AA' from 'AA-';
     -- $18.5 million class D to 'A+' from 'A';
     -- $11.7 million class E to 'A' from 'A-';
     -- $9.7 million class F to 'A-' from 'BBB+';
     -- $9.7 million class G to 'BBB+' from 'BBB';
     -- $9.7 million class H to 'BBB' from 'BBB-';
     -- $18.5 million class J to 'BBB-' from 'BB+';
     -- $8.7 million class K to 'BB+' from 'BB';
     -- $5.8 million class L to 'BB' from 'BB-';
     -- $4.9 million class M to 'BB-' from 'B+';
     -- $3.9 million class N to 'B+' from 'B';
     -- $2.7 million class O-1 to 'B' from 'B-';
     -- $1.2 million class O-2 to 'B' from 'B-'.

In addition, Fitch affirms the following classes:

     -- $184.2 million class A-1 at 'AAA';
     -- $406.4 million class A-2 at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-2 at 'AAA'.

Fitch does not rate $17.5 million class P.

The rating upgrades are a result of loan amortization and
continued strong performance of the overall pool resulting in
increased subordination levels.  As of June 2005 distribution
date, the pool has paid down 3.0% to $753.9 million from $777.4
million at issuance.

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end 2004 financials for 90% of the pool balance.  Based on
the information provided the resulting YE 2004 weighted average
debt service coverage ratio for the pool has remained stable at
1.58 times (x), from 1.61x YE 2003 and 1.59x YE 2002 for the same
loans.

Two loans (1.5%) are currently in special servicing.  The largest
loan (1.2%) is secured by an industrial building located in
Muhlenberg Township, PA and is 60 days delinquent.  The property
is currently listed for sale and no losses are expected.  The
second specially serviced loan (0.2%) is secured by a multifamily
property located in Orlando, FL and is 90 days delinquent.
Counsel has filed a complaint for foreclosure and a motion to
install a receiver at the property.


GMAC COMMERCIAL: Moody's Junks $19.5 Million Class K Certificates
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
downgraded the ratings of three classes and affirmed the ratings
of five classes of GMAC Commercial Mortgage Securities, Commercial
Mortgage Pass-Through Certificates, Series 1999-C2 as:

   -- Class A-1, $20,779,184, Fixed, affirmed at Aaa
   -- Class A-2, $548,955,000, Fixed, affirmed at Aaa
   -- Class IO, Notional, affirmed at Aaa
   -- Class B, $51,161,000, Fixed, upgraded to Aaa from Aa1
   -- Class C, $48,725,000, Fixed, upgraded to Aa2 from A1
   -- Class D, $14,618,000, Fixed, upgraded to Aa3 from A2
   -- Class E, $41,416,000, WAC, upgraded to Baa1 from Baa2
   -- Class F, $12,181,000, WAC, upgraded to Baa2 from Baa3
   -- Class G, $12,182,000, WAC, affirmed at Baa3
   -- Class H, $46,289,000, Fixed, affirmed at Ba2
   -- Class J, $7,308,000, Fixed, downgraded to B1 from Ba3
   -- Class K, $19,490,000, Fixed, downgraded to Caa2 from B2
   -- Class L, $4,647,108, Fixed, downgraded to Ca from B3

As of the June 15, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 15.1% to $827.8
million from $974.5 million at closing.  The Certificates are
collateralized by 116 mortgage loans.  The loans range in size
from less than 1.0% of the pool to 11.4% of the pool, with the top
10 loans representing 41.8% of the pool.  The pool is composed of:

   * an investment grade loan component (14.3% of the pool);
   * a conduit component (73.3%); and
   * a credit tenant lease component (12.4%).

Twenty loans, representing 17.9% of the pool balance, have
defeased and are collateralized by U.S. Government securities.

Two loans, representing less than 0.1% of the pool, are in special
servicing.  Moody's has estimated losses of approximately $1.6
million for all of the specially serviced loans.  Five loans have
been liquidated from the trust, resulting in realized losses of
approximately $17.3 million.  Twenty-nine loans, representing
16.1% of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2004 operating results for
approximately 95.6% of the pool, excluding CTL and defeased loans.
Moody's loan to value ratio for the conduit component is 86.9%,
compared to 90.0% at Moody's last full review in October 2003, and
compared to 88.1% at origination.  The upgrade of Classes B, C, D,
E and F is due to increased subordination levels, a high
percentage of defeased loans, and stable overall pool performance.
The downgrade of Classes J, K and L is primarily due to realized
losses from the specially serviced loans as well as LTV
dispersion.

Based on Moody's analysis, 14.5% of the conduit pool has a LTV
over 100.0%, compared to 15.4% at the last review and 8.1% at
securitization.  Fifteen loans, representing 12.3% of the conduit
pool, have debt service coverage of 0.9x or less based on the
borrowers' reported operating performance and the actual loan
constant.

The pool contains two investment grade loans.  The largest loan is
the Queens Center Mall Loan ($94.1 million -- 11.4%), which is
secured by 430,000 square feet of in-line space in a 1.0 million
square foot regional mall located in New York City (Queens), New
York.  A $275 million expansion, renovation and modernization
program was completed in late 2004.  The mall is anchored by J.C.
Penney and Macy's, which own and maintain their respective
improvements.  The sponsor is Macerich Company, a publicly traded
REIT.  Moody's current shadow rating is A3, compared to Baa2 at
Moody's last review and compared to Baa3 at securitization.

The second investment grade loan is the Holiday Inn Mart Plaza
Loan ($24.0 million -2.9%), which is secured by a 528-room full
service hotel located in downtown Chicago.  The hotel's recent
performance has been negatively impacted by remodeling
disruptions.  RevPAR for calendar year 2004 was $78.44, compared
to $80.93 at last review and compared to $87.54 at securitization.
The loan has amortized by 9.4%, which has partially offset the
decline in performance.  The loan is on the master servicer's
watchlist for decreased occupancy and revenue.  Moody's current
shadow rating is Baa3, the same as at last review and compared to
Baa2 at securitization.

The top three conduit loans represent 12.0% of the outstanding
pool balance.  The largest conduit loan is the Palmer Center
Office Complex Loan ($49.8 million - 6.0%), which is secured by a
460,000 square foot class A office complex located in Colorado
Springs, Colorado.  The property is 92.3% occupied, compared to
97.0% at securitization.  Moody's LTV is 94.8%, compared to 97.4%
at last review.

The second largest conduit loan is the Red Rose Commons Loan
($27.0 million - 3.3%), which is secured by a 265,000 square foot
power center located in Lancaster, Pennsylvania.  Major tenants
include:

   * Sports Authority,
   * Circuit City,
   * Barnes & Noble, and
   * Old Navy.

The property is 99.0% leased, essentially the same as at
securitization.  Moody's LTV is 84.4% compared to 86.6% at last
review.

The third largest conduit loan is the Fairfield Towers Condominium
Loan ($22.6 million - 2.7%), which is secured by 977 condominium
rental units located in Brooklyn, New York.  The property is 98.8%
occupied, compared to 94.0% at securitization.  Moody's LTV is
78.3%, compared to 81.4% at Moody's last review.

The CTL component includes 7 loans secured by properties under
bondable leases.  The largest exposures are:

   * Ingram Micro (Moody's LT Issuer rating Ba2; 65.4% of the CTL
     component);

   * Carmax (17.7%); and

   * Costco Wholesale Corporation (Moody's senior unsecured
     rating A2; 11.4%).

The pool's collateral is a mix of:

   * retail (27.2%),
   * U.S. Government securities (17.9%),
   * office and mixed use (17.5%),
   * multifamily (14.3%),
   * CTL (12.4%),
   * lodging (5.3%), and
   * industrial and self storage (5.4%).

The collateral properties are located in 22 states.  The highest
state concentrations are:

   * New York (27.0%),
   * California (26.1%),
   * Colorado (7.7%),
   * Illinois (6.2%), and
   * Texas (4.9%).

All of the loans are fixed rate.


GOLDSTAR EMERGENCY: Files Schedules of Assets & Liabilities
-----------------------------------------------------------
Goldstar Emergency Medical Services, Inc., aka Goldstar EMS,
delivered its Schedules of Assets and Liabilities to the U.S.
Bankruptcy Court for the District of Texas, Houston Division,
disclosing:

    Name of Schedule             Assets          Liabilities
    ----------------             ------          -----------
    A. Real Property
    B. Personal Property       $7,960,383
    C. Property Claimed
       As Exempt
    D. Creditors Holding                         $12,743,709
       Secured Claims
    E. Creditors Holding                              $5,192
       Unsecured Priority
       Claims
    F. Creditors Holding                          $3,056,789
       Unsecured Nonpriority
       Claims
                               ----------        -----------
       Total                   $7,960,383        $15,805,691

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 EMERGENCY: Wants Open-Ended Deadline to Decide on Leases
-----------------------------------------------------------------
Goldstar Emergency Medical Services, Inc., asks the U.S.
Bankruptcy Court for the Southern District of Texas in Houston to
extend the time within which it can decide to assume, assume and
assign, or reject its unexpired nonresidential real property
leases.  The Debtor wants its lease decision period extended until
the confirmation of its Plan of Reorganization.

The Debtor tells the Court that an open-ended extension is
necessary because this will allow the retention of its business
locations while it continues to evaluate the leases and their
importance to the overall plan of reorganization.  The Debtor adds
that it will only be able to make an appropriate decision to
assume or reject any of the leases after a careful and deliberate
analysis is made based on its current business plans.

A list of the Debtor's unexpired nonresidential real property
leases is available for free at

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

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 host 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.


GRUPO DINA: Extends Exchange Offer for 8% Conv. Notes to July 19
----------------------------------------------------------------
Consorcio G Grupo Dina, S.A. de C.V., extended its exchange offer
for all of its outstanding 8% Convertible Subordinated Debentures
due Aug. 8, 2004, and related waiver solicitation.  The Exchange
Offer and related waiver solicitation will expire at 5:00 p.m.,
New York City time, on Tuesday, July 19, 2005, unless further
extended by Grupo Dina.

The Exchange Offer is being made solely pursuant to the Offer to
Exchange and Related Waiver Solicitation Statement dated June 7,
2005 and the related Letter of Transmittal and Waiver.  Dina is
offering holders of Debentures one Contingent Value Right for each
$1,000 aggregate principal amount of Debentures tendered and is
also offering holders a waiver payment of $50 for each $1,000
aggregate principal amount of Debentures as to which a waiver is
delivered.  Debentures holders may not tender Debentures without
also granting the waiver and may not grant the waiver without also
tendering their Debentures.  The Contingent Value Rights entitle
holders to certain net cash proceeds received upon the occurrence
of certain events as described in the Statement.  The Waiver being
sought relates to payment defaults and legal claims in respect of
the Debentures as described in the Statement.

Consorcio G Grupo Dina, SA de CV(DINA).  The Group's principal
activities are manufacturing, selling and leasing of trucks and
spare parts in Mexico, USA and Canada.  Plastics parts accounted
for 54% of 2001 Revenues; Trucks, 23%; Spare parts, 19% and
Corporate services, 4%. Operates in Mexico and Argentina.


HEALTH NET: Fitch's BB+ Rating Unaffected by Adverse Jury Verdict
-----------------------------------------------------------------
Fitch Ratings does not expect to take rating action on Health Net,
Inc.'s 'BB+' long-term issuer rating directly related to the
announcement Friday morning that a Louisiana state court jury has
awarded plaintiffs $117 million in a suit arising from Health
Net's sale of its Texas health plan subsidiary in 1999.  The award
included approximately $52.4 million in compensatory damages and
$65 million in punitive damages.

While Fitch expects Health Net to take a charge in the second
quarter to recognize this potential liability, Fitch notes that
the company has expressed its intention to appeal the verdict,
which will delay any potential payment.  Additionally, Fitch
expects Health Net's post-charge financial leverage to remain
below 25%, and does not expect this verdict to affect the capital
position of the company's operating subsidiaries.

The verdict, announced on July 1, was related to a jury trial
specifically involving the sale of Health Net's Texas health plan
subsidiary to AmCareco, Inc. in 1999.  As part of the same
transaction, Health Net also sold health plan subsidiaries in
Louisiana and Oklahoma to AmCareco.  All three of the plans were
placed into receivership in 2002.  The judge in the Texas case is
currently conducting a bench trial related to sale of the
Louisiana and Oklahoma plans, and a decision on these two plans is
expected at a later date.  Fitch notes that the judge's decision
could result in an additional significant damage liability, but
the probability or potential amount is very uncertain at this
time.  Fitch will evaluate the implications of any decision as
information becomes available.

Fitch's ratings on Health Net continue to reflect the company's
moderate financial leverage, good competitive position in the
health insurance/managed care markets in California and in the New
York metropolitan area, and strong presence in the traditionally
stable margin Tricare business.

The ratings also reflect industry challenges related to the
rapidly increasing cost of providing health care, increasing
competitive pressures, and regulatory and legal challenges that
may affect the extent to which industry participants can manage
costs and price their products appropriately.

The Outlook remains Negative on Health Net's ratings due to
Fitch's concerns with respect to the company's exposure to ongoing
litigation challenges and execution risks associated with
management's turnaround strategy, as well as operational risks
involved in the company's ongoing systems conversion.

Health Net, Inc. is among the largest publicly traded managed care
operations in the U.S., reporting March 31, 2005 enrollment of 6.5
million individuals, including enrollment associated with its
Tricare business.  Although Health Net's largest presence is in
the State of California, the company operates in a total of 27
states.  Health Net provides a variety of indemnity, PPO, POS, and
HMO plans in the group, individual, Medicare risk, Medicaid, and
Tricare markets.


HEATING OIL: Wants Repayment Date Extended & Covenants Waived
-------------------------------------------------------------
Heating Oil Partners Income Fund reported that the Fund's
operating subsidiary, Heating Oil Partners, L.P., is in current
discussions with its bank lending group regarding its working
capital and term loan facilities.

Specifically, these discussions involve waiving compliance with
various financial covenant requirements and extending the current
June 30, 2005, repayment date on any drawings that may remain
outstanding under an additional US$15 million of working capital
loans that were previously provided by its bank lending group.
The Company expects to reach an agreement with its bank lending
group regarding these matters.  Since March 31, 2005, the
Company has reduced the balance of its revolver facility from
$56.4 million to US$45.3 million.

The Company is continuing to explore a variety of alternative
financing opportunities to provide a longer-term solution for its
seasonal working capital requirements and other capital
structuring objectives.  HOP cautioned that there can be no
assurance that that alternative financing will ultimately be
achieved, or that the Company's lenders will agree to the
requested waiver or to an extension of HOP's payment obligations
under the Credit Facilities.  HOP further cautioned that it may
continue to require other future amendments to the Credit
Facilities and the Additional Agreement.  There is no assurance
that the amendments, if required, will be ultimately approved by
the lenders.  The failure to obtain an extension of its payment
obligations, or any other requested amendments, could have a
material adverse impact on both the Company's and the Fund's
financial condition.

The Fund indirectly owns approximately 88.1% of HOP, one of the
largest residential heating oil distributors in the United States.
HOP delivered over 229 million gallons of heating oil and other
refined liquid petroleum products for the twelve months ended
March 31, 2005 to approximately 137,00 residential and commercial
customers, primarily in Connecticut, Delaware, Massachusetts, New
Jersey, New York, Pennsylvania and Rhode Island.  HOP's operations
are conducted through 16 regional distribution and service
centres.  From these centres, HOP provides its customers with a
full range of value-added services, including the delivery of
heating oil and the installation, maintenance and service of
furnaces, boilers, heating equipment and air conditioners on a 24
hours-a-day, 365 days-a-year basis.


HIGH VOLTAGE: Siemens Acquires Robicon for $184,500,000
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, approved the sale of High Voltage Engineering
Corp.'s Robicon Corporation to Siemens Energy and Automation,
Inc., for $184,500,000.

Siemens original offer for Robicon was $197,500,000.  A Court-
approved auction was held on June 15, 2005.  For reasons that
aren't obvious from the Court papers, the price fell rather than
increased.

                        About Robicon

Robicon Corporation specializes in industrial power conversion and
control.  The company develops market-leading power electronics,
motor and generator products and creates electrical and automation
system solutions.

                        About Siemens

The Siemens Automation and Drives (A&D) Group, Nuremberg, is the
world's leading manufacturer in the field of automation and
drives. Products supplied by A&D include standard products for the
manufacturing and process industries and for the electrical
installation industry as well as system solutions, for example for
machine tools, and solutions for whole industries such as the
automation of entire automobile factories or chemical plants.

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products which are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage filed its second chapter 11 petition on Feb. 8, 2005
(Bankr. Mass. Case No. 05-10787).  S. Margie Venus, Esq., at Akin,
Gump, Strauss, Hauer & Feld LLP, and Douglas B. Rosner, Esq., at
Goulston & Storrs, represent the Debtors in their restructuring
efforts.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.
Stephen Gray was appointed chapter 11 Trustee in February 2005.


HIGHWOODS PROPERTIES: Expects Unqualified Audit Opinion from E&Y
----------------------------------------------------------------
Highwoods Properties, Inc. (NYSE: HIW) reported financial results
for the first quarter of 2005, the fourth quarter of 2004 and the
full year of 2004.  The Company also reported restated financial
results for 2003 and the first, second and third quarters of 2004.

The Company expects to file its Form 10-K for the year ended
Dec. 31, 2004, and its Form 10-Q for the quarter ended March 31,
2005, within the next few weeks.  The Annual Report will include
restated financial results for fiscal years 2002 and 2003 and
restated quarterly results for 2003 and 2004.  The Company expects
that Ernst & Young LLP, its independent auditor, will issue an
unqualified opinion on the Company's 2004 and restated 2003 and
2002 consolidated financial statements that will be included in
the 2004 Form 10-K.

"We are pleased to report our 2004 year-end and first quarter 2005
financial results," Ed Fritsch, President and Chief Executive
Officer of Highwoods Properties, said.  "In line with our
previously disclosed expectations, the cumulative impact of the
restatement on historical net income and Funds from Operations for
this three-year period was $0.06 and $0.08 per diluted share,
respectively.  These restatement adjustments did not impact cash
and relate to transactions or practices that go back a number of
years.  Going forward, the impact of these non-cash accounting
adjustments is expected to reduce annual FFO by $0.02 to $0.03 per
diluted share, again in line with our previously disclosed
expectations."

             First Quarter 2005 Financial Results

For the three months ended March 31, 2005, the Company reported
net income attributable to common stockholders of $12.6 million,
compared to a net loss of $2.8 million for the same quarter last
year.  Net income in the first quarter of 2005 was impacted by
$16.0 million of gains on sales of properties, which included
$5.4 million recorded in discontinued operations, offset by
$2.6 million of impairment charges on land.

FFO was $36.2 million, or $0.60 per diluted share, for the quarter
ended March 31, 2005 compared with first quarter 2004 FFO of
$30.1 million.  First quarter 2005 net income and FFO benefited
from $2.6 million, or $0.04 per diluted share, in lease
termination fee income; this was offset by an impairment charge
related to land totaling $2.6 million, or $0.04 per diluted share.
Financial results for the first quarter 2005 also include revenue
from U.S. Airways for the entire three-month period, which
contributed $0.01 per diluted share to FFO.

                     2004 Financial Results

For the full year ended December 31, 2004, the Company reported
net income attributable to common stockholders of $9.1 million, or
$0.17 per diluted share.  This compares to net income of
$15.8 million for the year ended December 31, 2003. FFO was
$126.8 million for the year ended December 31, 2004, compared with
$147.1 million.

                      Restatement Results

As previously disclosed by the Company on May 26, 2005, as a
result of the preparation of its 2004 financial statements, the
related audit by its independent auditors, Ernst & Young LLP, and
the previously disclosed review of its lease accounting practices,
the Company identified several adjustments impacting 2004 and
prior periods that needed to be recorded by restating prior period
results.  The restatement adjustments related primarily to:

   1) lease incentives,
   2) depreciation and amortization,
   3) straight-line rent expense on a ground lease, and
   4) capitalization of internal costs.

The effects of these adjustments on previously reported periods
are shown in the attached financial tables.  The cumulative impact
of these adjustments for 2002, 2003 and 2004 reduced aggregate net
income by $3.2 million.  This represented approximately 1.9% of
total net income during this three-year period.  The total effect
on net income for periods prior to 2002 was approximately
$4.9 million.

The cumulative impact of these adjustments for 2002, 2003 and 2004
reduced aggregate FFO by $4.9 million, or $0.08 per diluted share.
This represented approximately 1.1% of total FFO during this
three-year period.  The total effect on FFO for periods prior to
2002 was approximately $3.7 million, or $0.06 per diluted share.

These accounting adjustments on a net basis are not expected to
have any material continuing effects on net income in future
periods.  FFO in future periods is expected to be reduced by
approximately $0.02 to $0.03 per diluted share per year, primarily
from the reclassification of lease incentive amortization.

               Strategic Management Plan Update

"We continue to make strong progress towards achieving the goals
outlined in our Strategic Management Plan," Mr. Fritsch stated.
"A key focus this year is the improvement of our portfolio through
the disposition of $100 million to $300 million of non-core assets
and we will use the proceeds to strengthen our balance sheet and
fund the commencement of new development projects in strategic
locations.  As of today, the Company has sold or contracted to
sell approximately $329 million of assets, including all of our
wholly-owned properties in Charlotte.  A portion of the sales
proceeds received to date were used to pay off a $40.9 million
secured loan on April 1, 2005 and we anticipate using a
substantial amount of forthcoming net sales proceeds to repurchase
and/or redeem some of our outstanding high-coupon preferred stock,
pay off a $26.2 million, 8.2% secured loan that is callable on
August 15, 2005 and pay down our revolving credit facility. We
also expect to close our division office in Charlotte after the
sale is closed, which should save approximately $500,000 annually
in net general and administrative expenses."

"On the development front, we anticipate starting $45 million to
$50 million of additional new, multi-tenant office development in
the second half of this year, as we move towards our three-year
goal of $200 million to $300 million of new development starts by
the end of 2007."

"Our progress at Highwoods Preserve in Tampa has also been
extremely gratifying.  Over the past 12 months, we have leased or
sold 700,000 square feet, or 89% of this campus.  This includes
our recently announced sale of Buildings II and IV to MetLife,
Inc. (NYSE:MET) for $24.5 million which closed on June 30, 2005."

                           Outlook

The Company also refined its guidance for 2005, which was
originally published on January 5, 2005. At that time the Company
announced that it expected FFO per diluted share to be in the
range of $2.25 to $2.35. Today, the Company believes FFO per
diluted share for 2005 will be in the range of $2.27 to $2.33.
This estimate continues to reflect management's view of current
and future market conditions, including assumptions with respect
to rental rates, occupancy levels, operating expenses and asset
dispositions and acquisitions and excludes any revenue from US
Airways from August 2005 through the remainder of the year. This
estimate also excludes any asset gains or impairments associated
with actual or potential property dispositions, as well as any
one-time, non-recurring charges or credits that may occur during
the year.

Highwoods Properties, Inc. -- http://www.highwoods.com/-- a
member of the S&P MidCap 400 Index, is a fully integrated, self-
administered real estate investment trust that provides leasing,
management, development, construction and other customer-related
services for its properties and for third parties.  As of March
31, 2005, the Company owned or had an interest in 504 in-service
office, industrial and retail properties encompassing
approximately 39.5 million square feet.  Highwoods also owns 1,115
acres of development land.  Highwoods is based in Raleigh, North
Carolina, and its properties and development land are located in
Florida, Georgia, Iowa, Kansas, Maryland, Missouri, North
Carolina, South Carolina, Tennessee and Virginia.

                        *     *     *

As reported in the Troubled Company Reporter on May 31, 2005,
Fitch placed Highwoods Properties Inc.'s (Highwoods) 'BBB-' senior
unsecured debt and 'BB+' preferred stock ratings on Rating Watch
Negative.  The ratings had been on Rating Outlook Negative since
May 7, 2003.

The Rating Watch Negative is driven by Highwood's announcement on
May 26 that the company will be restating financials for a second
time in a 12-month period and that the Securities and Exchange
Commission has changed the status of its confidential informal
inquiry to a confidential formal inquiry.  Highwoods has not yet
filed its 2004 10K and is now also late in filing its 10Q for the
first quarter of 2005.  The company's delinquent SEC filing status
substantially limits its access to diverse funding sources, which
is inconsistent with Fitch's expectations for an investment-grade
issuer.


JOSEPH MERCER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Joseph Mercer
        4010 Dock Court
        Missouri City, Texas 77459

Bankruptcy Case No.: 05-40445

Chapter 11 Petition Date: July 5, 2005

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Calvin C. Braun, Esq.
                  Law Offices of Calvin C. Braun
                  8100 Washington Avenue, Suite 120
                  Houston, Texas 77007
                  Tel: (713) 880-3366
                  Fax: (713) 880-3225

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

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


JOY GLOBAL: Increases Senior Credit Facility to $275 Million
------------------------------------------------------------
Joy Global Inc. (Nasdaq: JOYG) has increased the size of its
senior credit facility.  All but one member of the company's bank
group led by Deutsche Bank elected to add to their commitments
under the accordion provisions of the agreement, which expires in
October 2008, thereby increasing the facility from $200 million to
$275 million.

"We are pleased to announce our expanded credit facility," stated
John Hanson, chairman, president and CEO.  "The larger facility
enhances our liquidity and financial flexibility.  In tandem with
the recently completed repurchase of the company's senior
subordinated notes, planned $48 million pension pre-funding
payment in July and announced $300 million stock buyback program,
we are well positioned to continue execution of our overall
capital plan.  We are appreciative of the continued support and
commitment of our bank group."

Joy Global Inc. is a worldwide leader in manufacturing, servicing
and distributing equipment for surface mining through its P&H
Mining Equipment division and underground mining through its Joy
Mining Machinery division.

                        *     *     *

Joy Global's privately placed 8-3/4% notes due 2012 carry Standard
& Poor's BB- rating.


KAISER ALUMINUM: Court Okays 7-3/4% SWD Revenue Bond Agreement
--------------------------------------------------------------
Pursuant to Bankruptcy Rule 9019, Judge Fitzgerald authorizes
Kaiser Aluminum Corporation and its debtor-affiliates to enter
into the 7-3/4% SWD Revenue Bond Settlement, which will occur on
the latest effective dates for the AJI/KIC Plan, the KACC/KFC
Plan, and a plan of reorganization for KACC incorporating the Bond
Settlement.

Judge Fitzgerald further dismisses the Adversary Proceeding,
including the complaint, counter-claim and cross-claim of the
Senior Subordinated Note Indenture Trustee, with prejudice.
However, the dismissal will not affect the right of the Senior
Subordinated Note Indenture Trustee to seek payment of its fees
and expenses from the Debtors and the right of any party-in-
interest to oppose that request.

As previously reported in the Troubled Company Reporter on
March 15, 2005, In December 1992, Kaiser Aluminum & Chemical
Corporation entered into an Installment Sale Agreement with St.
James Parish, State of Louisiana, pursuant to which St. James
Parish purchased a solid waste disposal facility in Gramercy,
Louisiana, from KACC and subsequently sold the Gramercy Facility
back to KACC.  To fund the Gramercy Facility acquisition, St.
James Parish issued the Solid Waste Disposal Revenue Bonds (Kaiser
Aluminum Project) Series 1992 in the aggregate principal amount of
$20 million pursuant to a Trust Indenture dated December 1, 1992.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that pursuant to the Sale
Agreement, KACC agreed to make periodic installment payments to
St. James Parish.  St. James Parish assigned its rights under the
Sale Agreement and pledged the derived revenues to the indenture
trustee for the 7-3/4% SWD Revenue Bonds for the satisfaction of
the 7-3/4% SWD Revenue Bonds.  The Sale Agreement also provided
that KACC would designate its obligations under the Sale Agreement
as senior in priority to obligations under the 12-3/4% senior
subordinated notes due 2003, which, at that time, had not been
issued, although a registration statement had been filed.
However, there is an issue as to whether the written designation
of the 7-3/4% SWD Revenue Bonds as senior indebtedness was ever
provided to the indenture trustee for the Senior Subordinated
Notes.

In January 2004, JPMorgan Trust Company, N.A., as successor
indenture trustee under the 7-3/4% SWD Revenue Bond Indenture, and
certain holders of the 7-3/4% SWD Revenue Bonds filed a complaint
against KACC and the Senior Subordinated Note Indenture Trustee.
At issue in the Adversary Proceeding is whether KACC properly
designated the 7-3/4% SWD Revenue Bonds as "Senior Indebtedness"
under the Senior Subordinated Note Indenture or whether the 7-3/4%
SWD Revenue Bonds are otherwise entitled to treatment as senior
indebtedness with respect to the Senior Subordinated Notes.

Mr. DeFranceschi relates that KACC was "unable to confirm or deny"
that KACC provided Law Debenture Trust Company of New York, as
successor indenture trustee under the Senior Subordinated Note
Indenture, with a written designation that the 7-3/4% SWD Revenue
Bonds constitute senior indebtedness, which would subordinate the
indebtedness under the Senior Subordinated Notes to the
indebtedness under the 7-3/4% SWD Revenue Bonds.  In their
complaint, the Plaintiffs asked the United States Bankruptcy Court
for the District of Delaware to:

   (a) deem KACC to have designated its obligations under the
       Sale Agreement as "Senior Indebtedness" under the Senior
       Subordinated Notes Indenture or direct KACC to issue the
       Designation; and

   (b) declare KACC's obligations under the Sale Agreement senior
       in priority to its obligations with respect to the Senior
       Subordinated Notes.

Moreover, the Plaintiffs filed a motion for summary judgment on
their requests.

                  Parties Attempt at Settlement

According to Mr. DeFranceschi, although mediation of the
Adversary Proceeding was unsuccessful, representatives of holders
of the Senior Notes and the 7-3/4% SWD Revenue Bonds continued
negotiations in an attempt to settle the Adversary Proceeding.
In early February, those representatives reached an agreement on a
proposed settlement -- the 7-3/4% SWD Revenue Bond Settlement.
The deal resolves the Adversary Proceeding and the issues
associated with the potential subordination rights of holders of
the 7-3/4% SWD Revenue Bonds.

Following the agreement reached on the proposed settlement, each
of the Plans and Disclosure Statements was amended to include the
provisions of the 7-3/4% SWD Revenue Bond Settlement.  Because the
Liquidating Debtors did not issue guarantees in respect of the
7-3/4% SWD Revenue Bonds, holders of the 7-3/4% SWD Revenue Bonds
are not entitled to vote on the Plans.  However, the 7-3/4% SWD
Revenue Bond Indenture Trustee and certain holders of the 7-3/4%
SWD Revenue Bonds have asserted, based on potential subordination
rights, a right to receive distributions under plans of
liquidation or reorganization that would otherwise be made to
holders of the Senior Subordinated Notes.

               7-3/4% SWD Revenue Bond Settlement

The specific terms of the 7-3/4% SWD Revenue Bond Settlement are
set forth in a term sheet attached to each of the Liquidation
Plans.  The terms are also described in detail in each of the
Disclosure Statements.

In general, the settlement provides that:

   (1) In full satisfaction of the potential subordination rights
       of holders of the 7-3/4% SWD Revenue Bonds with respect to
       distributions from the Liquidating Debtors, holders of the
       7-3/4% SWD Revenue Bonds will be entitled to a percentage
       of the distributions that would otherwise be payable to
       holders of Senior Subordinated Notes but are actually
       payable to holders of the Senior Notes after giving effect
       to the subordination provisions in the Senior Subordinated
       Note Indenture -- up to a maximum aggregate recovery for
       holders of the 7-3/4% SWD Revenue Bonds of $8 million
       under both Liquidation Plans -- provided that:

       -- the class of holders of Senior Notes under each Plan
          votes to accept the Plans in accordance with Section
          1126(c) of the Bankruptcy Code; and

       -- unless the holders of Senior Notes otherwise agree
          pursuant to a settlement, all holders of Senior Notes
          are entitled under the Plan to identical treatment in
          respect of contractual subordination claims under the
          Senior Subordinated Note Indenture;

   (2) If a payment to holders of the 7-3/4% SWD Revenue Bonds is
       made, the Plaintiffs will be entitled to reimbursement of
       up to $500,000 of their reasonable out-of-pocket expenses
       -- including attorneys' fees -- incurred and paid in
       connection with the Debtors' Chapter 11 cases.  The
       Reimbursement includes, but is not limited to, fees pad in
       connection with prosecution of the Adversary Proceeding --
       as well as a civil action currently pending against Credit
       Suisse Boston LLC in federal court in Louisiana relating
       to the 7-3/4% SWD Revenue Bonds;

   (3) If the class under each Liquidation Plan for holders of
       Senior Notes fails to accept the Plans under Section
       1126(c) of the Bankruptcy Code, the rights, if any, of the
       holders of the 7-3/4% SWD Revenue Bonds to payments from
       the consideration available for distribution to
       bondholders based on potential subordination rights will
       be as determined by the Court; and

   (4) In full satisfaction of potential subordination rights of
       holders of the 7-3/4% SWD Revenue Bonds with respect to
       distributions from KACC, holders of the Senior Notes and
       holders of the 7-3/4% SWD Revenue Bonds will share pro
       rata the total aggregate amount of consideration that
       would be payable to the holders of the Senior Subordinated
       Notes under any Chapter 11 plan filed by KACC, but for the
       subordination provisions of the Senior Subordinated Note
       Indenture.  The pro rata shares of the holders of the
       Senior Notes and the holders of the 7-3/4% SWD Revenue
       Bonds will be determined based upon the allowed amounts of
       their claims against KACC as of the Petition Date.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Sherwin Alumina Asserts Claim Now Totals $68.6MM
-----------------------------------------------------------------
Debtor Kaiser Bauxite Company and Sherwin Alumina LP were parties
to a bauxite purchase agreement dated November 13, 2001.  Under
the agreement, Kaiser Bauxite agreed to provide bauxite to
Sherwin Alumina at certain tonnage amounts and minimum prices
through December 31, 2009.

On October 18, 2004, Kaiser Bauxite rejected the Supply
Agreement.  Sherwin Alumina filed Claim No. 11318 against Kaiser
Bauxite alleging that Sherwin Alumina will incur damages as a
result of the rejection, including damages it may incur if it has
to pay a higher price for bauxite than the price in the Supply
Agreement, or if it cannot secure a replacement supply from any
source.

Recognizing that the amount of any rejection damages claim would
depend on future events, Sherwin Alumina reserved the right to
amend its Claim at any time with respect to the damages that it
has suffered and will suffer with respect to the rejection of the
Supply Agreement.

Daniel L. DeFranceschi, Esq., at Richards, Layton & Finger, at
Wilmington, Delaware, asserts that to date, Sherwin Alumina has
not filed an amended proof of claim or submitted any documentation
to prove it is entitled to damages as a result of Kaiser Bauxite's
rejection of the Supply Agreement.

For this reason, Kaiser Bauxite asks the U.S. Bankruptcy Court for
the District of Delaware disallow Claim No. 11318 because Sherwin
Alumina has failed to establish that it has incurred, and is
entitled to, damages as a result of the rejection.

Alternatively, if Sherwin Alumina provides adequate documentation
to establish that it has incurred damages, Kaiser Bauxite asks the
Court, after providing Kaiser Bauxite ample time to assess and
respond to Sherwin Alumina's documentation, to liquidate the
Sherwin Claim or, to the extent that liquidation would unduly
delay the administration of Kaiser Bauxite's Chapter 11 case, to
estimate the Claim under Section 502(c) of the Bankruptcy Code.

               Sherwin Alumina Wants to Amend Claim

William F. Taylor, Jr., Esq., at McCarter & English, LLP, in
Wilmington, Delaware, tells the Court that in May 2005, Sherwin
Alumina, L.L.P., entered into a contract to replace -- through
2007 -- the bauxite supply that was to have been provided by
Kaiser Bauxite Company pursuant to the Supply Agreement.

Consistent with its reservation of rights in the Original Claim,
Sherwin Alumina intends to amend its Claim to state the damages
resulting from the rejection of the Supply Agreement with greater
specificity.

Under the proposed amendment, Sherwin Alumina asserts certain
claims against Kaiser Bauxite for $68,619,084.  Mr. Taylor
explains that the vast majority of that claim consists of "cover"
damages pursuant to the Uniform Commercial Code, made up primarily
of $9.50 per ton difference in the price between the per ton price
provided for in the Supply Agreement and Sherwin Alumina's new
supply agreement with the buyer, times 1.6 million tons per year
for five years, discounted to present value.

Mr. Taylor asserts that Sherwin Alumina is entitled to amend its
Original Claim because the Court and the Third Circuit Court of
Appeals have both previously held, as have many other courts, that
leave to amend to provide greater specificity to a claim should be
"freely" granted.

Mr. Taylor further contends that there is absolutely no prejudice
to Kaiser Bauxite with regard to the Amendment because no plan of
reorganization or liquidation has been proposed in the case.
Furthermore, the damages to be asserted in the Amendment cannot be
a surprise to Kaiser Bauxite.

In view of its Claim, Sherwin Alumina assumes that Kaiser Bauxite
clearly understood that through the rejection, Kaiser Bauxite had
breached the Supply Agreement and that it was liable for whatever
contract damages Sherwin Alumina would suffer as a result.
Moreover, based on its negotiations with the buyer regarding the
sale of interest in the Mine and the associated rejection of the
Supply Agreement, Mr. Taylor believes that Kaiser Bauxite very
likely knew that the buyer would require Sherwin Alumina to apply
a much higher price for the bauxite from the Mine, and that there
were few, if any, viable alternatives for Sherwin Alumina
regarding that supply.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LBI MEDIA: High Debt Leverage Cues S&P to Junk Sub. Debt Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on LBI Media Inc. to 'B' from 'B+' and its subordinated
debt rating to 'CCC+' from 'B-', based on the company's
persistently high debt leverage, which has not declined as
Standard & Poor's previously had expected, high business risk, and
earnings weakness over the past few quarters.

At the same time, Standard & Poor's revised its outlook on LBI to
stable from negative.  As of March 31, 2005, the Burbank,
California-based Spanish-language radio and TV broadcaster, which
is analyzed on a consolidated basis with its ultimate parent
company, Liberman Broadcasting Inc., had about $370 million in
consolidated debt.

"The ratings on LBI reflect its very high debt leverage, cash flow
concentration in a small number of large Hispanic markets, intense
competition for audiences and advertisers from much larger rivals,
and the potential for additional debt-financed acquisitions," said
Standard & Poor's credit analyst Steve Wilkinson.

These risks outweigh the company's niche position as an operator
of Spanish-language radio and TV stations, its healthy margins,
the discretionary cash flow potential of the broadcasting
business, and broadly favorable Spanish-language advertising
trends.

Cash acquisitions and, to a lesser extent, recent earnings
weakness, have kept LBI's total debt, debt leverage, and financial
risk elevated.  However, coverage of cash interest benefits from
the absence of cash interest payments on both of LBI's holding
company debt issues, one until 2009 and the other until 2014 when
it matures.  LBI's discretionary cash flow is positive as a result
of the noncash nature of its holding company debt, good margins,
and moderate capital spending needs.

LBI's business risk is high given its small size, limited
geographic diversity, and competition with much larger Spanish-
and English-language broadcasters.  LBI's very heavy cash flow
concentration in the competitive Los Angeles and Houston, Texas,
markets magnifies its vulnerability to regional economic cycles
and competitive pressures.  Also, advertising rates for Spanish-
language broadcasters continue to meaningfully lag their audience
shares.

LBI's profitability has been weak since mid-2004, because weak
radio advertising sales in 2004 and higher in-house TV programming
spending since April 2004 have offset mid-single-digit revenue
gains.  Earnings prospects should improve somewhat for the
remainder of 2005, because radio profitability has picked up, and
because higher spending on TV programming will level off and has
produced some ratings gains.

The outlook is stable, relying on the expectation that LBI's weak
profitability should improve somewhat and enable the company to
gradually improve its strained credit measures.  The outlook could
be revised to negative if debt-financed acquisitions push leverage
above 10x, if operating results do not improve, or if
discretionary cash flow contracts.  The potential for a positive
outlook, which Standard & Poor's views as a longer term
possibility, would depend on LBI's ability to increase EBITDA and
significantly lower its consolidated debt to EBITDA, while
maintaining strong margins and positive discretionary cash flow.


LIBERTY MEDIA: Sets July 15 as Discovery Holding's Spin-Off Date
----------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) disclosed that the
record date for the previously announced spin-off of Discovery
Holding Company will be 5:00 p.m., New York City time, on July 15,
2005.  In the spin off, record holders of Liberty Media Series A
and Series B common stock will receive 0.10 of a share of the
corresponding series of DHC common stock for each share of Liberty
Media common stock held by them as of the record date, and cash
will be delivered in lieu of fractional share interests.

Shares of DHC common stock are expected to be distributed on or
about July 21, 2005, and copies of an Information Statement
regarding DHC and the spin off will be mailed on or before the
distribution date.

Liberty Media common stock will not trade ex-dividend until after
the distribution.  As a result, any record holder of Liberty Media
common stock that sells its shares after the record date and on or
before the date of distribution will also be selling its right to
receive shares of DHC common stock in the spin off.

Following the spin off, Liberty Media will cease to have any
ownership interest in DHC, and DHC will become an independent
publicly traded company.  DHC Series A and Series B common stock
will begin trading on the Nasdaq National Market under the symbols
"DISCA" and "DISCB," respectively, following the date of the
distribution.

DHC is a holding company for its wholly owned subsidiary, Ascent
Media Group, Inc., and 50%-owned Discovery Communications, Inc.
(DCI).  Ascent Media is a leading provider of creative, media
management and network services to the media and entertainment
industries.  DCI is the leading provider of non-fiction
entertainment in the world.  Through The Discovery Channel, TLC,
Animal Planet, The Travel Channel, Discovery Health Channel, nine
other emerging networks in the U.S., and over 85 separate
international network feeds, DCI reaches more than one billion
cumulative subscribers around the globe and is one of the world's
most recognized television brands.

Liberty Media Corporation (NYSE: L, LMC.B) is a holding company
owning interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Our businesses
include some of the world's most recognized and respected brands
and companies, including QVC, Encore, STARZ!, Discovery,
IAC/InterActiveCorp, and News Corporation.

                        *     *     *

As reported in the Troubled Company Reporter on March 17, 2005,
Standard & Poor's Ratings Services lowered its rating on Liberty
Media Corporation's senior unsecured debt to 'BB+' from 'BBB-',
based on the company's plan to spin off to shareholders its 50%
stake in Discovery Communications Inc. and its 100% ownership of
Ascent Media Group Inc., without a commensurate reduction in
debt.

Ratings have been removed from CreditWatch, where they were placed
with negative implications on Jan. 21, 2005.  At the same time,
Standard & Poor's lowered its other ratings on the company,
including its corporate credit rating, to 'BB+' from 'BBB-'.  The
outlook is stable. Total principal value debt as of Dec. 31, 2004,
was $10.9 billion.

"With this transaction, Liberty and creditors lose a stable,
high-quality, high-growth asset, on the heels of the spin-off in
2004 of the company's international cable TV and related assets,
into which Liberty had transferred significant cash and other
investments," said Standard & Poor's credit analyst Heather M.
Goodchild.


MAGRUDER COLOR: Court Okays DIP Financing & Cash Collateral Use
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Magruder Color Co. Inc. and its debtor-affiliates final approval
to enter into a $7.5 million postpetition financing agreement with
the Wachovia Bank, N.A.  The Court also gave Magruder permission
to use cash collateral securing repayment of debt obligations to
Wachovia, Beal Bank, S.S.B., and the Weissglass Family Lenders.

The Debtors need access to the cash collateral and the DIP loan to
operate their businesses, pay vendors, suppliers and employees.
Minimal disruption to the Debtors' operations will preserve the
going concern value of their estates.  This will maximize recovery
to all creditors.

                   Prepetition Indebtedness

Magruder was successful in refinancing its business in January
2005 by paying off its primary lender, The CIT Group.  Two new
lenders provided the financing to pay off CIT.  Beal Bank provided
a $10.5 million Term Loan, and Wachovia Bank extended a $12
million Revolving Loan and a $3 million Term Loan.

The Debtor's indebtedness to the Weissglass Family stemmed from:

   -- a $1.3 million loan the family provided to support the
      Debtor's working capital needs in 2004;

   -- $2.5 million of deferred rent obligations; and

   -- $2 million of unpaid salaries to members of the Weissglass
      family who worked full-time at Magruder's.

To secure the Debtors' prompt payment and performance of their
obligations under the DIP facility, Wachovia Bank is given valid
and perfected superpriority administrative claim status pursuant
to Section 364(c)(1) of the Bankruptcy Code.

To provide Beal Bank and the Weissglass Family with adequate
protection required under 11 U.S.C. Sec. 363 for any diminution in
the value of their collateral, the Debtor will grant them
replacement liens to the same extent, validity and priority as the
prepetition liens.

Headquartered in Elizabeth, New Jersey, Magruder Color Company
-- http://www.magruder.com/-- and its affiliates manufacture
basic pigment and also supply quality products to the ink, paint,
and plastics industries.  The Company and its debtor-affiliates
filed for chapter 11 protection on June 2, 2005 (Bankr. D.N.J.
Case No. 05-28342).  Bruce D. Buechler, Esq., at Lowenstein
Sandler PC represent the Debtors in their restructuring efforts.
When the Debtors filed protection from their creditors, they
estimated assets and debts of $10 million to $50 million.


MEHDI SIADAT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mehdi Seid & Lorraine Diane Siadat
        14771 Montalvo Road
        Saratoga, California 95070

Bankruptcy Case No.: 05-54130

Chapter 11 Petition Date: July 6, 2005

Court: Northern District of California (San Jose)

Judge: James R. Grube

Debtors' Counsel: Tracy Green, Esq.
                  Wendel, Rosen, Black and Dean
                  1111 Broadway 24th Floor
                  P.O. Box 2047
                  Oakland, California 94607
                  Tel: (510) 834-6600

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Investment Grade Loans        1090 S. DeAnza Blvd.    $1,598,113
288 South San Antonio Road    San Jose, CA
Los Altos, CA 94022           Value of security:
                              $2,100,000
                              Senior lien:
                              $898,471

GE Capital Franchise Finance  14771 Montalvo Road,    $1,500,000
P.O. Box 848319               Saratoga, CA
Dallas, TX 75284-8319         Value of security:
                              $4,500,000
                              Senior lien:
                              $4,342,522

Internal Revenue Service      Corporate tax              $51,384
Special Procedures Function   (Siadat Enterprises)
1301 Clay Street, #1000S
Oakland, CA 94612-5210

Santa Clara County Tax        1090 S DeAnza Blvd.        $48,448
Collector                     San Jose, CA
                              Value of security:
                              $2,100,000
                              Senior Lien
                              2,496,584

American Express Platinum     Credit card                $43,714

John Hancock Insurance        Policy loan at 5.75%       $22,770
                              Interest

MBNA America                  Credit card                $22,507

Nelnet, Inc.                  Student loans              $17,110

Hoge, Fenton Jones & Appel    Legal services. Re:        $13,657
                              Home construction

Bankone                       Credit card                $12,408

Discover Card                 Credit card                $11,489

Chase Visa Signature          Credit card                $11,214

Mercedes Benz Visa            Credit card                 $9,412

Discover Card                 Credit card                 $6,935

Advanta Bank Corp.            Corporate credit            $4,929
                              Card (Siadat
                              Enterprises Inc.)

Franchise Tax Board           Personal income tax         $2,228

American Express Optima       Credit card                 $1,910

Citifinancial                 Personal unsecured          $1,794
                              Loan

Macy's                        Credit card                   $684


MERIDIAN AUTOMOTIVE: Court Okays Huron as Panels' Fin'l Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors appointed in Meridian
Automotive Systems, Inc., and its debtor-affiliates' chapter 11
cases permission to retain Huron Consulting Services LLC as its
financial advisor, nunc pro tunc, to May 16, 2005.

As previously reported in the Troubled Company Reporter on
June 16, 2005, the Debtors will pay Huron at a rate not to
exceed $125,000 per month, plus expenses incurred by the firm in
connection with its services.

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).


METROPOLITAN WEST: Fitch Junks $10.5 Million Preference Shares
--------------------------------------------------------------
Fitch Ratings affirms one class and downgrades four classes of
notes issued by MWAM CBO 2001-1 Ltd., and removes all classes from
Rating Watch Negative:

    -- $152,338,255 class A notes affirmed at 'AAA';
    -- $21,875,000 class B notes downgraded to 'BBB-' from 'A-';
    -- $12,803,837 class C-1 notes downgraded to 'B-' from 'BB-';
    -- $8,494,363 class C-2 notes downgraded to 'B-' from 'BB-';
    -- $10,500,000 preference shares downgraded to 'CC' from 'B-'.

MWAM is a collateralized debt obligation managed by Metropolitan
West Asset Management which closed Jan. 24, 2001.  MWAM is
composed of residential mortgage-backed securities, commercial
mortgage-backed securities, asset-backed securities, CDOs,
investment grade corporates and U.S. government securities.

Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.  In addition, Fitch conducted cash flow
modeling to measure the breakeven default rates for the rated
liabilities.  As a result of this analysis, Fitch has determined
that the current ratings assigned to the classes B and C notes,
and the preference shares no longer reflect the current risk to
noteholders.

Since the last rating action in May 2004, the collateral quality
has deteriorated.  The weighted average rating factor has
increased to 28 ('BBB-/BB+') from 22 ('BBB-').  The class A
overcollateralization ratio, classes B OC and C OC ratios have
decreased to 122.0%, 106.7%, and 95.1%, respectively, as of May
31, 2005 trustee report, from 123.1%, 110.8%, and 101.3% as of
Feb. 29, 2004.  On the Jan. 31, 2005 payment date, the class A IC
test and the classes B and C OC tests were failing, causing the
classes C-1 and C-2 notes to miss their coupon payments.  The
diverted interest proceeds were used to redeem the class A notes,
and the missed coupon payments were capitalized, increasing the
outstanding balance of the classes C-1 and C-2 notes.

Because the deal is currently failing its class C OC test as well
as each of its interest coverage tests, it is likely that the
class C notes will not receive their coupon payment on the July
2005 payment date.  Additionally, collateral rated 'BB+' or lower
represents 27.7% of the current portfolio, including a large
concentration in both the manufactured housing and aircraft
leasing sectors.

The ratings assigned to the classes A and B notes address the
timely payment of interest and ultimate payment of principal by
the stated maturity date.  The rating assigned to the class C
notes addresses the ultimate payment of interest and principal by
the stated maturity date.  The rating assigned to the preference
shares addresses the ultimate payment of principal plus the
ultimate payment of a cash flow equivalent of a contingent annual
coupon of 2%.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/. For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, available on Fitch's web site
at http://www.fitchratings.com/


MIRANT CORP: Court Approves NRG Claims Settlement Agreement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the claims settlement agreement inked among Mirant
Corporation, its debtor-affiliates and NRG Energy, Inc., and its
debtor-affiliates.

The pertinent provisions of the Agreement are:

    1. Mirant Americas Energy Marketing, LP, will receive an
       Allowed Class 6 Claim for $1,040,000 and an Allowed Class 5
       Claim for $551,539 in the NRG Debtors' chapter 11 cases.
       MAEM will receive distributions on account of claim amounts
       in accordance with the terms of the NRG Plan that are
       applicable to creditors who did not opt into the
       Reallocation Procedures as defined in the NRG Plan.

    2. The NRG Debtors will distribute to MAEM:

       (a) 16,806 shares of common stock of the Reorganized NRG
           and $84,498 cash on account of the MAEM Class 6 Claim;
           and

       (b) 8,912 shares of common stock of the reorganized NRG and
           $90,995 cash on account of the MAEM Class 5 Claim.
           MAEM may be entitled to additional distributions
           pursuant to the terms of the NRG Plan on account of the
           MAEM Class 6 Claim and the MAEM Class 5 Claim.

    3. Any amounts or claims on account of the MAEM Claims in
       excess of the MAEM Class 6 Claim and the MAEM Class 5
       Claim will be disallowed.

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


MIRANT CORP: Panel Wants Tier I Key Employee Order Amended
----------------------------------------------------------
Mirant Corporation and its debtor-affiliates sought and obtained a
Court order authorizing modified relief for Tier I Key Employee.
Both the Debtors' motion and the Court's order were filed under
seal.  The Debtors assert that the Motion and the Order contained
confidential commercial information.

The Official Committee of Unsecured Creditors wants the Court to
vacate that Tier I Key Employee Order because the Debtors
allegedly breached their obligations under the seal order.  The
Motion to Vacate includes a discussion of the terms of the Tier I
KERP Order and of certain other materials that have been placed
under seal by the Court.

Solely to protect the integrity of the seal previously ordered by
the Court, the Mirant Committee sought and obtained the Court's
authority to file its Motion to Vacate under seal.

                      Adversary Proceeding

The Mirant Committee also sought and obtained Judge Lynn's
permission to file under seal a related adversary complaint
seeking injunctive relief against Mirant Corporation and a motion
for a Temporary Restraining Order and Preliminary Injunction.

The Complaint and the TRO Motion seek the entry of a temporary
restraining order, preliminary injunction and permanent
injunction enjoining the Debtors from making any payments in
respect of the Tier I KERP Order, based on the Debtors' breach of
their obligations under the KERP Order.  The Complaint and the
TRO Motion also include discussions of the terms of the Tier I
KERP Order and of certain other materials that have been placed
under seal by the Court.

                 Tier I KERP Order Should be Unsealed

The Mirant Committee believes that the Tier I KERP Order should
be unsealed because the sealed matters no longer constitute
confidential commercial information entitled to protection under
Bankruptcy Rule 9018.

If the Court eventually unseals the Tier I KERP Order, the Mirant
Committee asserts that its Motion to Vacate, as well as the
Complaint and the TRO Motion, should be automatically unsealed.

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


MIRANT CORP: Southern Asks Court to Reconsider Rule 2004 Order
--------------------------------------------------------------
As reported in the Troubled Company Reporter on June 15 and 24,
2005, in a 15-page Memorandum Opinion and Order, Judge Lynn
addressed the issue of attorney-client privilege as among Mirant
Corp., The Southern Company and Troutman Sanders LLP.  Subject to
the argument that a subpoena must be issued to Troutman, Judge
Lynn granted the Debtors' request to compel the firm to produce
all documents, and to conduct oral examination of Troutman
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

Evelyn H. Biery, Esq., at Fulbright & Jaworski, Esq., in Houston,
Texas, asserts that the Court should reconsider its Memorandum
Opinion and Order entered on June 15, 2005, because:

    a. the Debtors have filed a lawsuit against Southern and,
       therefore, the Pending Proceeding Rule prevents further
       Rule 2004 examination pertaining to Southern;

    b. the Court lacked jurisdiction to rule on Southern's
       assertion of the attorney-client privilege respecting
       discovery in Georgia; and

    c. the findings and conclusions in the June 15 Order are not
       supported by the evidence or law.

Thus, Southern asks the U.S. Bankruptcy Court for the Northern
District of Texas to:

    * reconsider and vacate its June 15 Order, and deny the
      Debtors' request;

    * grant a rehearing to give Southern an opportunity to
      adduce evidence; and

    * subject to its argument that a Georgia court is the proper
      forum to determine privilege assertions, make an in camera
      submission of documents for which Southern asserts an
      attorney-client privilege.

In the alternative, Southern asks the Court to:

    -- clarify the documents to which its June 15 Order applies if
       the June 15 Order is not vacated; and

    -- stay its June 15 Order pending a ruling on Southern's
       request for reconsideration and for the stay to continue
       until any appeals from that ruling are final.

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)


MORGAN STANLEY: Expected Losses Prompt Fitch to Junk Ratings
------------------------------------------------------------
Fitch Ratings downgrades Morgan Stanley Dean Witter Capital I
Trust 2001-TOP1:

     -- $18.8 million class G to 'BB' from 'BB+';
     -- $8.7 million class H to 'B+' from 'BB';
     -- $5.8 million class J to 'B-' from 'BB-'.

Fitch downgrades and removes from Rating Watch Negative these
classes:

     -- $5.8 million class K to 'CCC' from 'B+';
     -- $6.6 million class L to 'C' from 'B'.
     -- $3.1 million class M to 'C' from 'B-'.

Fitch places the $10.1 million class F, currently rated 'BBB-', on
Rating Watch Negative as the class is experiencing interest
shortfalls.  Classes F through N are experiencing interest
shortfalls due to appraisal reduction amounts and special
servicing fees.

In addition, Fitch affirms the following classes:

     -- $137.2 million class A-2 'AAA';
     -- $138.5 million class A-3 'AAA';
     -- $576 million class A-4 'AAA';
     -- Interest-Only (IO) class X-1 'AAA';
     -- IO class X-2 'AAA';
     -- $34.7 million class B 'AA';
     -- $31.8 million class C 'A';
     -- $11.6 million class D 'A-';
     -- $27.5 million class E 'BBB'.

The $8.2 million class N is not rated by Fitch.  Class A-1 has
been paid in full.

The downgrades are attributed to the expected losses on four
specially serviced loans (6.8%) which will negatively impact the
credit support available to the classes.  As of the June 2005
distribution date, the transaction's aggregate principal balance
decreased 11.6% to $1.02 billion from $1.16 billion at issuance.

Currently, four loans (6.8%) are in special servicing, of which
two (1.6%) are real estate owned (REO) and two (5.2%) are 90 days
delinquent.

The largest specially serviced loan, an office property in San
Jose, CA (3.9%), is the third largest loan in the pool, is 90 days
delinquent, and received an appraisal reduction amount of $14.8
million based on an appraisal of $34.4 million.  The collateral
consists of 310,000 square feet with a current occupancy of 56%.
The special servicer, GMAC Commercial Mortgage Corp., is
negotiating a forebearance agreement.  Fitch anticipates
significant losses upon the resolution of this loan.

Losses are anticipated on each of the remaining loans in special
servicing: two REO assets, a multifamily property in Marietta, GA
(1.1%) and an industrial property in CO (0.5%), and a 90 day
delinquent loan collateralized by an office property in PA (0.8%).
The total appraisal reduction amount for all four loans in special
servicing is $25.3 million.

The Santa Monica Place loan (8.0%), the largest credit assessed
loan in the pool, is secured by 277,171 sf of in-line space in a
560,000 sf regional mall located in Santa Monica, CA.  As of year-
end (YE) 2004, the Fitch adjusted net cash flow decreased
approximately 31.5% since issuance and occupancy has decreased to
76% as of YE 2004, compared to 95.2% at issuance.  Macerich
Company, an affiliate of the borrower, has publicly identified
this mall as a redevelopment project.  The Santa Monica retail
market remains strong with the subject's location one of the more
popular shopping/tourist destinations in Los Angeles.

The remaining four credit assessed loans are performing in line
with current expectations.


MORTGAGE ASSET: Fitch Puts BB Rating on $2.1 Mil. Class B Certs.
----------------------------------------------------------------
Mortgage Asset Securitization Transactions, Inc. $112.55 million
MASTR Specialized Loan Trust 2005-02, mortgage pass-through
certificates, is rated by Fitch Ratings:

    -- $90,855,000 class A-1 and A-2 (senior certificates) 'AAA';
    -- $5,739,000 class M-1 'AA+';
    -- $6,658,000 class M-2 'AA';
    -- $3,845,000 class M-3 'A';
    -- $1,320,000 class M-4 'BBB+';
    -- $1,090,000 class M-5 'BBB';
    -- $ 918,000 class M-6 'BBB-';
    -- $2,124,000 class B 'BB'.

Credit enhancement for the 'AAA' class A-1 and A-2 certificates
reflects the 21.50% subordination provided by classes M-1, M-2, M-
3, M-4, M-5, M-6, and B, as well as initial overcollateralization
and monthly excess interest.

Credit enhancement for the 'AA+' class M-1 certificates reflects
the 16.50% subordination provided by classes M-2, M-3, M-4, M-5,
M-6, and B, initial OC and monthly excess interest.

Credit enhancement for the 'AA' class M-2 certificates reflects
the 10.70% subordination provided by classes M-3, M-4, M-5, M-6,
and B, initial OC, and monthly excess interest.

Credit enhancement for the 'A' class M-3 certificates reflects the
7.35% subordination provided by classes M-4, M-5, M-6, and B,
initial OC, and monthly excess interest.

Credit enhancement for the 'BBB+' class M-4 certificates reflects
the 6.20% subordination provided by classes M-5, M-6, and B,
initial OC, and monthly excess interest.

Credit enhancement for the 'BBB' class M-5 certificates reflects
the 5.25% subordination provided by classes M-6 and B, initial OC,
and monthly excess interest.

Credit enhancement for the 'BBB-' class M-6 certificates reflects
the 4.45% subordination provided by class B, initial OC, and
monthly excess interest.

Credit enhancement for the 'BB' class B certificates reflects the
2.60% subordination provided by initial OC and monthly excess
interest.  In addition, the ratings on the certificates reflect
the quality of the underlying collateral, and Fitch's level of
confidence in the integrity of the legal and financial structure
of the transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, with an aggregate principal balance of
$114,788,762.  As of the cut-off date (June 1, 2005), the mortgage
loans had a weighted average original loan-to-value ratio of
83.26%, current loan-to-value ratio of 79.58%, weighted average
current FICO score of 639, weighted average coupon of 6.760%, and
an average principal balance of $151,436.  Single-family
properties account for approximately 79.36% of the mortgage pool,
two- to four-family properties 4.88%, and condos 6.23%.  Owner-
occupied properties make up 93.55% of the pool.  The three largest
state concentrations are California (19.57%), New York (8.43%),
and Florida (7.77%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the release dated May 1, 2003 entitled 'Fitch Revises
Rating Criteria in Wake of Predatory Lending Legislation' and Feb.
23, 2005 entitled 'Fitch Revises RMBS Guidelines for Antipredatory
Lending Laws,' available on the Fitch Ratings web site at
http://www.fitchratings.com/

Mortgage Asset Securitization Transactions, Inc. deposited the
loans into the trust, which issued the certificates, representing
beneficial ownership in the trust.  For federal income tax
purposes, the trust fund will consist of multiple real estate
mortgage investment conduits.  Deutsche Bank National Trust
Company will act as trustee.  GMAC Mortgage Corporation, rated
'RSS1-' by Fitch, and Wells Fargo Bank N.A., rated 'RSS2', will
act as servicers for this transaction, with Wells Fargo Bank N.A.,
rated 'RMS1,' acting as master servicer.


NEWKIRK MASTER: Moody's Rates Planned $760 Million Loan at Ba2
--------------------------------------------------------------
(July 06, 2005)
Moody's Investors Service has assigned a rating of Ba2 to the
proposed $760 million senior secured term loan facility of Newkirk
Master Limited Partnership, with a stable outlook.  The facility
has an initial term of three years with two, one-year extension
options.  The proceeds will be used to refinance $284 million in
mortgage debt and $435 million from an existing secured facility.
This term loan is collateralized by first liens on 159 triple net
leased properties (currently valued at approximately $1 billion)
and a third lien on an additional 21 properties.  Newkirk MLP's
collateral is a roll-up of 76 limited partnerships that own 180
properties in 34 states.

The Newkirk group ownership includes:

   * Apollo Real Estate Fund III (56.8%);
   * Vornado Realty Trust (22.5%);
   * the original limited partnership owners (19.9%); and
   * Winthrop Executive Management (0.8% -- the external manager).

The rating is based upon:

   * the secured nature of the facility and high quality property
     collateral;

   * stable triple-net cash flows from a diverse portfolio with
     high-quality tenants;

   * an experienced management team with a four-year track record
     with Newkirk;

   * a modest 1.8x fixed charge coverage;

   * high leverage at 66%; and

   * projected improvement in credit metrics due to contractual
     hyper-amortization.

The rating also incorporates:

   * a complex organizational structure, a legacy of its
     partnership roll-up history;

   * upcoming lease rollovers of two-thirds of the property
     portfolio with several significant contractual rent
     rolldowns;

   * geographic concentrations; and

   * the potential for key man risk.

The property portfolio includes 14.2 million square feet of single
tenant, triple-net properties leased to 33 tenants (80% investment
grade).  However, Raytheon (rated Baa3) comprises 22% of revenue,
a credit negative due to high tenant concentration.  In addition,
approximately 68% of the leases expire before 2010, with two five-
year renewal options on each lease with contractual renewal rates
43% less than current rents.

However, Moody's notes that there has been an 86% retention rate
since inception.  Furthermore, the portfolio is diversified by
property type, with 38.2% office, 34.5% retail, 17.2% industrial
and 10.1% mixed use (including some restaurants and parking
garages).  As to geographic diversity:

   * 22.3% of the GLA is in California;
   * 14.3% in Texasp;
   * 13% in Tennessee; and
   * 9.4% in Florida.

This is viewed by Moody's as constraining the rating, but is
mitigated by the portfolio's current occupancy of 98%.

Moody's noted that rating improvement would be contingent upon:

   * a decrease in leverage to around 50% of gross assets;

   * an increase in fixed charge coverage closer to 2.0x;

   * a reduction in geographic concentration to at most the high
     teens of GLA for any state;

   * streamlining the organizational structure; and

   * especially successful releasing of expiring space, given the
     company's limited track record.

The rating would be pressured due to a failure to address the
upcoming lease expirations resulting in an occupancy decline below
85%, a reduction in fixed charge coverage to below 1.6x, or an
increase in geographic concentration to above 30% of GLA for any
state.

These rating was assigned:

   * Newkirk Master Limited Partnership -- senior secured term
     loan facility at Ba2.

Newkirk Master Limited Partnership is a partnership which
commenced operations on January 1, 2002.  NMLP is owned 80.1% by
The Newkirk Group and 19.9% by unaffiliated investors.  Newkirk is
owned by:

   * Apollo Real Estate Fund III,
   * Vornado Realty Trust, and
   * Winthrop Executive Management.

NMLP is a rollup of 76 limited partnerships owning 180 properties
in 34 states.  At 1Q05 NMLP had total assets of $1.2 billion and
partners equity of $247 million.


NFIL HOLDINGS: IPO Offering Prompts S&P's Watch Developing
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit rating on NFIL Holdings Corp. (New Flyer) on
CreditWatch with developing implications following the recent
announcement that a prospectus has been filed by New Flyer
Industries Inc. and New Flyer Industries Canada ULC in connection
with a proposed initial public offering of income deposit
securities.  Developing implications means that the ratings could
be raised, lowered, or affirmed.

On closing of the offering, the issuers intend to indirectly
acquire a controlling interest in the New Flyer business.  "The
preliminary prospectus indicates that New Flyer intends to repay
all its current indebtedness that consists of its senior credit
facility, senior subordinated notes, and senior subordinated
loan," said Standard & Poor's credit analyst Kenton Freitag.

Currently, the issuers are unrated and Standard and Poor's cannot
establish whether the rating effect on New Flyer will be positive,
negative, or neutral.  The ratings on New Flyer could also be
withdrawn if the credit quality of the issuers cannot be
adequately assessed. Should the closing fail to occur, it is
likely that the ratings will remain unchanged.


NORTEL NETWORKS: Moody's Confirms B3 Senior Secured Rating
----------------------------------------------------------
Moody's Investors Service confirmed the ratings of Nortel Networks
Corporation (holding company) and Nortel Networks Limited
(principal operating subsidiary and debt guarantor).  The ratings
confirmation concludes a ratings review for possible downgrade
under effect since April 28, 2004.  Moody's also assigned a new
Speculative Grade Liquidity rating of SGL-3 to Nortel, reflecting
adequate liquidity to fund debt maturities and other cash outflows
over the next 12 months.  The ratings outlook is negative.

The ratings confirmed include:

     Nortel Networks Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited)

     Nortel Networks Limited:

        -- Corporate Family Rating (formerly known as the Senior
           Implied rating) at B3

        -- Senior Secured rating at B3

        -- Issuer rating (senior unsecured) at Caa1

        -- Preferred Stock rating at Caa3

     Nortel Networks Capital Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited).

This new rating was assigned:

   -- Speculative Grade Liquidity rating of SGL-3.

The rating confirmation follows completion of the regulatory
filings for Nortel Networks Corporation and Nortel Networks
Limited for the first quarter 2005.  Filing of the company's
current financial statements eliminates the uncertainty of default
under its public bond indentures due to delays in filing its
restated financial results.  The company also received a permanent
waiver from the Export Development Canada of all remaining
defaults and breaches under the $750 million EDC credit support
facility.

The current rating reflects significant challenges Nortel faces to
restore market creditability as well as revenue and profitability
growth amidst an intensively competitive and consolidating market
for telecommunications equipment.  Internal disruption due to its
intensive financial restatement process and ongoing accounting
investigation has hampered Nortel's recovery from the telecom
spending downturn that began in 2001.  The rating also reflects
weakened overall credit metrics and significant senior management
turnover over the past 18 months that has disrupted development
and execution of a clear strategy to regain profitable market
share growth.  The company has lost market share in key product
areas, particularly in its higher growth Wireless Networks
segment.  In 2004, the company suffered significant revenue
declines across its Enterprise, Wireline and Optical Networks
segments, which in total comprised approximately 50% of total
revenue.

The ratings incorporate the possibility of Nortel regaining market
share in key product areas through its sustained investments in
next generation wireless and wireline technologies.  Spending on
research and development as a percentage of total revenue has
remained the highest among its peers at approximately 20%.  Nortel
holds solid market positions in voice over IP and dense wavelength
division multiplexing transport technologies.  The company will
continue to focus on operating cost reduction through further
rationalization of employees and facilities, as it targets a
decline in operating expenses to the low 30% range (as a
percentage of revenue) by year end versus the low 40% range for
2004.

The negative ratings outlook considers Moody's expectation for
very modest improvement in financial performance for the remainder
of the year, limitations to cash flow generation and continuing
exposure to shareholder litigation and federal investigations.
Although the company has maintained adequate liquidity to address
near term funding requirements, cash balances may fall
significantly within the next 12 months should Nortel be unable to
refinance $1.3 billion senior notes that mature February 2006.

Material weaknesses in internal controls and financial reporting,
in addition to significant turnover of senior management, are also
reflected in the current ratings and negative outlook.
Remediation of internal controls is a continuing priority for the
company, which Moody's believes may take considerable time to
fully correct.  While the company has made progress in assembling
a new executive and financial management team, there remain a
number of key positions to fill.

In addition, the company has experienced turnover of senior
management in recent months.  Nortel's board has been able to
attract directors who appear to bring operational and corporate
governance strengths, but the new board (with eight of 11 members
recruited in the last 18 months) remains largely untested.  While
the company has set forth broad metrics for executive compensation
going forward, it remains to be seen how the policy will be
implemented.  Executive pay practice has been implicated in the
prior accounting problems, which makes it particularly important
that the board establish an effective recruitment and retention
program that correctly balances incentives.

The ratings could face further downward pressure to the extent:

   (1) Nortel experiences slower recovery of revenue growth and
       profitability than expected;

   (2) changes in market conditions negatively impact Nortel's
       competitive position and prospects for recovery; or

   (3) Nortel materially reduces its financial flexibility,
       particularly through acquisitions or from judgments or
       settlements against the company from outstanding litigation
       or penalties resulting from federal investigations.

The ratings outlook could be revised to stable upon successful
refinancing of the company's $1.3 billion senior notes maturing
February 2006 and to the extent the company materially increases
credit protection measures through sustained improvement in
operational performance while adequately addressing deficiencies
in its internal controls.

In October 2004, the company reorganized its four historical
segments into two business organizations:

   * Carrier Networks and Global Operations (which includes the
     former Wireline, Wireless and Optical Networks segments); and

   * Enterprise Networks.

The Wireless Network segment represented approximately half of
total revenue in 2004, while generating segment profitability
margin of 11.4%.  In 2004, the company generated revenue of $9.8
billion, a 3.6% decline from 2003, and reported an operating loss
of $111 million.  Based on Moody's adjustments, adjusted EBITDA of
$758 million led to adjusted EBITDA to interest coverage of 1.8
times.  Adjusted debt of $6.6 billion (including $2.2 billion of
pension liability and $549 million present value of operating
lease adjustments) resulted in adjusted debt to EBITDA leverage of
8.7 times.  The company reported negative free cash flow (cash
flow from operations less capital expenditures and dividends) of
$499 million in 2004.

In the first quarter 2005, total revenue grew 4% to $2.5 billion
from the prior year, while the company booked an operating loss of
$15 million, including $21 million in special charges related to
workforce reductions.  Moody's expects that the company may be
able to achieve reasonable revenue growth in 2005, while improving
operating margins to low single digits percentages, based on
current backlog, shifts in product and geographic revenue mix and
realization of cost reduction benefits.  Volatile carrier and
enterprise spending patterns and aggressive global competition,
however, could disrupt expected revenue growth.  Free cash flow is
expected to be negative due to low profitability levels, pension
funding contributions and cash restructuring payments in 2005.

The SGL-3 speculative grade liquidity rating reflects:

   * the company's substantial current cash balances;
   * expectations for negative free cash flow in 2005;
   * limited sources of committed external liquidity;
   * significant near term debt maturities; and
   * limited potential asset sales.

The company does not have access to any committed credit
facilities beyond $300 million of committed performance bonding
support under the $750 million EDC facility.

As of March 31, 2005, the company had unrestricted cash of $3.4
billion and reported debt of $3.9 billion, of which $1.3 billion
is scheduled for maturity in February 2006.  While the company
maintains adequate liquidity to address near term funding
requirements, Moody's expects the company to seek refinancing of
the $1.3 billion notes prior to maturity.

Nortel Networks Corporation is a global telecom networking
solutions provider headquartered in Brampton, Ontario, Canada.


OCEANVIEW CBO: Fitch Lowers Ratings on Four Certificate Classes
---------------------------------------------------------------
Fitch Ratings downgrades the ratings of four classes of notes and
affirms the ratings of three classes of notes issued by Oceanview
CBO I, Ltd..  These rating actions are effective immediately:

     -- $230,938,862 class A-1A notes affirmed at 'AAA';
     -- $61,583,697 class A-1B notes affirmed at 'AAA';
     -- $10,997,089 combination securities affirmed at 'AAA';
     -- $28,000,000 class A-2 notes downgraded to 'BB' from 'A';
     -- $10,839,933 class B-F notes downgraded to 'CC' from 'BB';
     -- $5,247,823 class B-V notes downgraded to 'CC' from 'BB';
     -- $2,876,657 class C notes downgraded to 'C' from 'CCC+'.

Furthermore, the class A-2, B-F, B-V and C notes are removed from
Rating Watch Negative.

Oceanview is a collateralized debt obligation managed by Deerfield
Capital Management which closed June 27, 2002.  Oceanview is
composed of residential mortgage-backed securities, CDOs,
commercial mortgage-backed securities, asset-backed securities,
corporate debt and real estate investment trusts.

Collateral deterioration has occurred since Fitch's rating action
on Sept. 24, 2004.  Collateral rated 'BB+' or lower represents
15.7% of the current portfolio.  The current class A-2 interest
coverage ratio of 110.0% and the class B IC ratio of 100.1% are
failing their test levels while the current class B
overcollateralization ratio of 97.7% is failing its test level as
of the most recent note valuation report dated June 10, 2005.

Fitch anticipates that the class B-F and B-V noteholders will
experience an impairment of principal and interest over the
remaining life of Oceanview.  Furthermore, Fitch does not expect
the class C noteholders to receive additional payments of
principal or interest.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/

For more information on the Fitch VECTOR Model, see 'Global
Rating Criteria for Collateralized Debt Obligations,' dated
Sept. 13, 2004, also available at http://www.fitchratings.com/


OCWEN FEDERAL: Deposits Sale Cues Moody's to Withdraw Ratings
-------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Ocwen
Federal Bank FSB.  The ratings are withdrawn upon the completion
of the planned "debanking" transaction, as the banking deposits
have been sold to another financial institution.  The servicing
assets have been transferred to Ocwen Loan Servicing, LLC, a
subsidiary of Ocwen Financial Corporation.  Ocwen Financial
Corporation's ratings (P)B1 remain on review for possible
downgrade.

These ratings were withdrawn:

   * LT Bank Deposits Rating -- Ba2
   * LT OSO Rating -- Ba3
   * LT Issuer Rating -- Ba3
   * Bank Financial Strength Rating -- D


PACIFICARE HEALTH: Inks $8.1 Billion Merger Pact with UnitedHealth
------------------------------------------------------------------
UnitedHealth Group (NYSE: UNH) will buy PacifiCare Health Systems
Inc. (NYSE: PHS) for $8.1 billion of cash and stock.  The company
also would pay off PacifiCare's $1.1 billion debt.

The combination will create a diverse health care enterprise
focused on making a broad range of quality, affordable and easy-
to-use health care services available nationwide.

Upon completion of the merger, PacifiCare will operate as a wholly
owned subsidiary of UnitedHealthcare.  Completion of the merger is
subject to regulatory approvals, approval by PacifiCare
shareholders and other customary conditions.

"This merger joins together two highly complementary companies
with significant capabilities and a demonstrated commitment to
serving diverse constituencies and expanding options for the
uninsured," said Howard Phanstiel, chairman and chief executive
officer of PacifiCare Health Systems.  "We believe combining
UnitedHealth Group's national health service capabilities with
PacifiCare's brand prominence and deep relationships in the
Western United States will improve upon our nation's health care
system and enable it to better respond to the needs of all
Americans."

Under the terms of the agreement, PacifiCare shareholders will
receive UnitedHealth Group stock at a fixed exchange ratio of 1.10
shares for each PacifiCare share, plus $21.50 in cash per
PacifiCare share. The total consideration for the transaction is a
combination of approximately 111.6 million shares and $2.2 billion
in cash.

Mr. Phanstiel continued: "Over the past several years, we have
focused on strengthening our core operations while providing
innovative new solutions to today's health care challenges.  We
have now reached a point where it makes sense for PacifiCare to
join with a strong national partner that can help us reach the
next level in leveraging technology and scale to offer a broad
range of competitive products and services that improve the
affordability and quality of health care.

"Our employees should be proud of what we have achieved and
excited about our expanded growth potential as part of
UnitedHealth.  Also, we believe our shareholders benefit by
receiving strong immediate value as well as an ongoing stake in an
outstanding health and well being company committed to making
health care better for consumers.

"PacifiCare is best known for its strong focus on senior health
care, its quality-measurement systems and its specialty companies.
UnitedHealth has an outstanding track record of industry
leadership in the areas of access, affordability and clinical
quality and joins PacifiCare as a leader in Medicare program
innovation.  Both companies recognize the necessity of creating
tailored health care solutions that improve cost-effective access
to quality care for all Americans.  With the addition of
UnitedHealth's national scope, strong operating platform and
advanced technological capabilities, together we will be able to
progress more quickly toward achieving that fundamental goal,"
Phanstiel concluded.

This partnership will result in significant advantages for
employers and consumers, especially seniors, by making health care
more affordable and creating a nationwide provider of Medicare
services.  It will provide seniors with nationwide access to
physicians, consistent service across geographic regions, and a
focus on best practices that include less-expensive prescription
drugs, innovative disease management and services for the frail
elderly.

In addition, PacifiCare's PPO, ASO and small-group customers will
have significantly more choices as a result of UnitedHealth's
national network of more than 460,000 doctors and other health
care professionals and 4,500 hospitals, which will help members
avoid more expensive "out-of-network" costs.

Also, physicians and other health care professionals as well as
PacifiCare customers will benefit from access to UnitedHealth's
Centers of Excellence and its investment of more than $2 billion
in technological enhancements that have resulted in significantly
lower costs for consumers, and provided efficient, state-of-the-
art claims-handling capabilities.

                            Advisors

Goldman Sachs, J.P. Morgan, Bank of America and lawyers at Weil,
Gotshal & Manges advised UnitedHealth. Morgan Stanley and MTS
Health Partners and attorneys at Skadden, Arps, Slate, Meagher &
Flom advised PacifiCare.

                       About UnitedHealth

UnitedHealth Group -- http://www.unitedhealthgroup.com/-- is a
diversified health and well-being company dedicated to making
health care work better.  Headquartered in Minneapolis, Minn.,
UnitedHealth Group offers a broad spectrum of products and
services through six operating businesses: UnitedHealthcare,
Ovations, AmeriChoice, Uniprise, Specialized Care Services and
Ingenix.  Through its family of businesses, UnitedHealth Group
serves approximately 55 million individuals nationwide.

                 About PacifiCare Health Systems

PacifiCare Health Systems -- http://www.pacificare.com/-- is one
of the nation's largest consumer health organizations with more
than 3 million health plan members and approximately 11 million
specialty plan members nationwide.  PacifiCare offers individuals,
employers and Medicare beneficiaries a variety of consumer-driven
health care and life insurance products.  Currently, more than 99
percent of PacifiCare's commercial health plan members are
enrolled in plans that have received Excellent Accreditation by
the National Committee for Quality Assurance (NCQA).  PacifiCare's
specialty operations include behavioral health, dental and vision,
and complete pharmacy benefit management through its wholly owned
subsidiary, Prescription Solutions.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2004,
Fitch Ratings has assigned a 'BB+' bank loan rating to PacifiCare
Health System's Inc. new credit facility.  Fitch said the rating
outlook is stable.


PARK SUITES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Park Suites Hotel
        dba Best Western Park Suites Hotel
        8140 Walnut Hill Lane, Suite 301
        Dallas, Texas 75231

Bankruptcy Case No.: 05-43534

Type of Business: The Debtor is a Best Western franchisee.

Chapter 11 Petition Date: July 5, 2005

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  Joyce W. Lindauer, Esq.
                  Law Office of Arthur I. Ungerman
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, Texas 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886

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.


PARKWAY HOSPITAL: Look for Bankruptcy Schedules on Aug. 12
----------------------------------------------------------
The Parkway Hospital, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York for more time to file its Schedules
of Assets and Liabilities, Statements of Financial Affairs,
Schedules of Current Income and Expenditures, and Statements of
Executory Contracts and Unexpired Leases.  The Debtor wants until
Aug. 12, 2005, to file those documents.

The Debtor gives the Court three reasons why the requested
extension is warranted:

   a) the substantial size and scope of its business and the
      complexity of its financial affairs, and the limited
      staffing available to perform the required internal review
      of its accounts and affairs;

   c) the burden on its limited accounting, financial and legal
      staff in meeting numerous, ongoing obligations related to
      its chapter 11 case; and

   c) the numerous business exigencies incident to the
      commencement of its chapter 11 case, including focusing on
      negotiating and seeking approval on two tranches of debtor-
      in-possession financing.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PARKWAY HOSPITAL: Wants to Hire DLA Piper as Bankruptcy Counsel
---------------------------------------------------------------
The Parkway Hospital, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ DLA Piper
Rudnick Gray Cary US LLP as its general bankruptcy counsel.

DLA Piper will:

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

   2) advise the Debtor in connection with:

      a) any contemplated sale of assets or business combinations,
         including negotiating any asset, stock purchase, merger
         or joint venture agreements; and

      b) formulating and implementing any bidding procedures,
         evaluating competing offers, drafting appropriate
         corporate documents with respect to the proposed sale of
         assets, and counseling the Debtor in connection with the
         closing of any sale;

   3) advise the Debtor in connection with:

      a) post-petition financing and cash collateral arrangements,
         and in negotiating and drafting documents related to that
         post-petition financing and cash collateral arrangements;
         and

      b) pre-petition financing arrangements and with issues
         relating to financing and capital structure under any
         proposed plan of reorganization and in negotiating and
         drafting documents related to that plan;

   4) advise the Debtor with respect to legal issues arising or
      relating to its ordinary course of business, including:

      a) attendance at senior management meetings, meeting with
         the Debtor's financial and turnaround advisors, and
         meetings of the Board of Directors; and

      b) employee and workers' compensation, employee benefits,
         labor, tax, environmental, banking, insurance,
         securities, corporate, business operation, contracts,
         joint ventures, real property, press and public affairs
         and regulatory matters, and with respect to continuing
         disclosure and reporting obligations;

   5) take all necessary actions to protect and preserve the
      Debtor's estate, including the prosecution of actions on its
      behalf, the defense of any actions commenced against the
      estate, any negotiations concerning litigation in which the
      Debtor is involved, and the prosecution of objections to
      claims filed against the estate;

   6) prepare on behalf of the Debtor all motions, applications,
      answers, orders, reports and other papers necessary to the
      administration of the estate;

   7) negotiate and prepare on the Debtor's behalf any chapter 11
      plan, its accompanying disclosure statement and their
      related agreements and documents, and take necessary actions
      to obtain confirmation of that plan;

   8) attend meetings with third parties and participate in
      negotiations with those third parties, and appear before the
      Bankruptcy Court and any appellate courts to protect the
      interests of the Debtor before those courts; and

   9) perform all other necessary legal services to the Debtor in
      connection with its chapter 11 case.

Timothy W. Walsh, Esq., a member at DLA Piper, is the lead
attorney for the Debtor.  Mr. Walsh discloses that his Firm
received a $125,000 retainer.

Mr. Walsh reports DLA Piper's professionals' current billing
rates:

      Designation          Hourly Rate
      -----------          -----------
      Counsel              $280 - $580
      Paraprofessionals    $180 - $300

DLA Piper assures the Court that it does not represent any
interest materially adverse to the Debtors or their estate.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PEGASUS SATELLITE: Can Assume & Assign Contracts to Purchaser
-------------------------------------------------------------
Pegasus Satellite Communications, Inc. and its debtor-affiliates
seek to maximize the value of the Broadcast Assets by maintaining
the ability to assume or reject contracts to meet the needs of any
buyer that may emerge from the marketing thereof.

The Debtors sought and obtained the U.S. Bankruptcy Court for the
District of Maine's permission to assume or assume and assign to a
Purchaser approved by the Bankruptcy Court, certain executory
contracts and unexpired leases.

The assets related to the Pegasus Satellite Communications, Inc.
and its debtor-affiliates' broadcast television business include,
but are not limited to, certain Federal Communications Commission
authorizations and licenses, real property, agreements to operate
television stations, rights to purchase television stations, time
brokerage agreements, lease agreements with respect to studio
facilities and other contract rights and working capital.

The Broadcast Assets also include Pegasus Satellite
Communications, Inc.'s rights under an option agreement with KB
Prime Media LLC to acquire, inter alia, the licenses of the
television stations currently owned by KB Prime but programmed by
the Broadcast Debtors, and to acquire rights with respect to a
construction permit and construction applications for additional
television stations.  Pegasus Satellite has exercised its option
rights with respect to certain of those assets, resulting in asset
purchase agreements that are included in the Broadcast
Assets.

                   Sale of the Broadcast Assets

The Plan, as amended, provides that during the period from the
Confirmation Date through the sale or other disposition of the
Broadcast Assets, but subject to the occurrence of the Effective
Date, the Liquidating Trustee will make all operating decisions
and will exercise all control over the Broadcast Assets including
the Debtors' broadcast television stations, subject to the
jurisdiction of the United States Bankruptcy Court for the
District of Maine.

According to Larry J. Nyhan, Esq., at Sidley Austin Brown & Wood
LLP, in Chicago, Illinois, FCC approval is required for the
transfer of control over the Broadcast Assets to the Liquidating
Trust.  On April 8, 2005, the Debtors sought FCC approval by
filing "pro forma" applications on FCC form 316.

Prior to filing the 316 Applications, Mr. Nyhan relates, the
Debtors were advised by the FCC that the Bankruptcy Court's
continued supervision over the Liquidating Trustee's disposition
of the Broadcast Assets is an express condition to FCC approval of
the 316 Applications.

The Bankruptcy Court will retain jurisdiction over the actions of
the Liquidating Trust and Trustee.  The Liquidating Trust will
identify a buyer for the Broadcast Assets, seek the required
approvals of the Bankruptcy Court, seek the required approvals of
the FCC, and take actions that are necessary to consummate the
transfer of the Broadcast Assets to the ultimate buyer.  The
proposed sale of the Broadcast Assets will be the subject of a
subsequent motion to be filed with the Court.  The Debtors
anticipate that the marketing process leading to the Broadcast
Sale will either produce a purchaser for the Broadcast Assets,
including the Debtors' rights under those executory contracts or
unexpired leases as the Purchaser may wish to acquire, or will
have clarified which Broadcast Assets, including executory
contracts and unexpired leases, have marketable value.

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. (Pegasus Bankruptcy News, Issue
No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PENN TREATY: Improved Performance Prompts S&P to Hold Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' counterparty
credit and financial strength ratings on long-term care insurer
Penn Treaty Network America Insurance Co.

At the same time, Standard & Poor's affirmed its 'CCC-'
counterparty credit rating on PTNA's parent, Penn Treaty American
Corp.

The outlook remains positive.

"The ratings reflect the company's below-average business profile;
limited, but improving, new business volume; adequate
capitalization; below-average, but improving, earnings
performance; and parent company liquidity concerns," noted
Standard & Poor's credit analyst Neal Freedman.

"The positive outlook is based on PTNA's sustained improvement in
its claims adjudication, underwriting, and expense management
practices," Mr. Freedman added.  This is demonstrated by a decline
in the loss ratio to 72.7% in 2004 from 77.0% in 2003 and a pretax
GAAP operating gain (which excludes the effect of market gains and
losses, goodwill impairment, and litigation expense, but includes
interest expense) of $13.8 million in 2004 compared with a $6.9
million operating loss in 2003.


PREFERREDPLUS TRUST: EL Paso Action Cues S&P to Up Rating to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes issued by PreferredPLUS Trust Series ELP-1 to 'B-' from
'CCC+'.

The raised ratings reflect the raised corporate credit and senior
unsecured debt ratings on El Paso Corp. on June 27, 2005.

PreferredPLUS Trust Series ELP-1 is a swap-independent synthetic
transaction that is weak-linked to the underlying collateral, El
Paso Corp.'s senior unsecured debt.  The raised ratings reflect
the credit quality of the underlying securities issued by El Paso
Corp.

                          Ratings Raised

                   PreferredPLUS Trust Series ELP-1
                $81 million fixed-rate preferred plus
                      trust certs series ELP-1

                                  Rating
                                  ------
                      Class     To      From
                      -----     --      ----
                      A         B-      CCC+
                      B         B-      CCC+


PT TOWNSEND: Parent Has Until Today to File Financial Statements
----------------------------------------------------------------
PT Holdings Company, Inc., parent company of Port Townsend Paper
Corporation, (Bloomberg ticker:  "PTOWNS") received an extension
of a waiver previously granted under its Credit Agreement, which
extends the due date of its 2004 audited financial statements to
July 8, 2005.  The previous waiver was granted on June 8, 2005.

As previously announced, the Company's 2004 financial statement
audit has yet to be completed due primarily to the Company's
evaluation of the appropriate accounting treatment for its spare
parts inventory.

"We have made significant progress on resolving the accounting
treatment of our replacement spare parts inventory," said Timothy
P. Leybold, Chief Financial Officer.  "Our independent auditors
are currently evaluating our proposed accounting treatment of
these items.  Once that evaluation is complete we will move
forward toward the issuance of our 2004 audited financial
statements, which we expect to be sometime in late July."

                     Proposed Refinancing

The Company also disclosed that it is currently in the process of
refinancing its revolving credit facility with another lender.
"We have been looking to obtain higher levels of liquidity and
improve the cost effectiveness of our revolving credit
facilities," continued Mr. Leybold.  "We anticipate closing on a
new facility in the next several days and the new facility will
accommodate the additional time needed to complete our 2004
financial statement audit.  To the extent we do not complete the
refinancing prior to July 8, 2005, we will need to seek a further
waiver from the lenders under our Credit Agreement."

The Port Townsend Paper family of companies employs approximately
850 people and annually produces more than 325,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The Company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.

                           *     *     *

As reported in the Troubled Company Reporter on April 20, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Port Townsend Paper Corp. to 'B-' from 'B'.  At the same
time, Standard & Poor's lowered its rating on Port Townsend's 11%
senior secured notes due April 15, 2011, to 'B-' from 'B'.  The
outlook is negative.

"The downgrade reflects our concerns regarding the company's
liquidity position in light of continued upward pressure on energy
and fiber costs and the possibility that price increases announced
by several industry participants may not be fully realized," said
Standard & Poor's credit analyst Dominick D'Ascoli.  Liquidity was
$14 million on Dec. 31, 2004.

Standard & Poor's estimates liquidity has declined substantially
since Dec. 31, 2004, as cost pressures have continued and a $7
million interest payment on the company's 11% senior secured notes
was made on April 15, 2005.  With continued cost pressures and
thin liquidity, the Port Townsend, Washington-based company is
very vulnerable to any sort of operating disruption or the failure
of announced price increases to be fully realized.

The ratings on Port Townsend reflect:

    (1) a modest scope of operations in the highly cyclical,
        commodity-like paper-based packaging market,

    (2) rising cost pressures,

    (3) very aggressive debt leverage,

    (4) thin liquidity, and

    (5) delays in filing 2004 audited financial statements.

Port Townsend is a small manufacturer of packaging products
focused on selling corrugated boxes and kraft paper to customers
located near its five manufacturing facilities in Washington state
and British Columbia.  It also sells pulp and containerboard at
low margins through third-party brokers.


REGENCY GAS: Moody's Affirms Senior Secured Facility's B3 Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Regency Gas Services LLC's
ratings which include:

   * B1 corporate family rating, formerly known as the senior
     implied rating;

   * B1 senior secured for its first-lien term facility;

   * B3 senior secured for the second-lien term facility; and

   * SGL-3 speculative grade liquidity rating.

Outlook is changed to negative from stable.

These rating actions follow an analysis of the potential credit
impact from Regency's recently announced $125 million expansion of
its intrastate gas pipeline (Regency Intrastate Gas, RIG) and
amendments of its credit facility agreements that the project has
precipitated.  The bulk of the announced expansion is the
extension of the RIG system with approximately 80 miles of 30-inch
pipeline in North Louisiana.

The rating outlook is changed due to some speculative aspects of
this undertaking that heighten Regency's risks over the near term:
much of the new capacity not yet contracted; state regulatory
approval, environmental permits, and rights-of-way not yet
obtained.  Almost 90% of the construction costs will be financed
with debt.  This project is significant to Regency, increasing its
total assets by over 25% and quadrupling RIG's existing capacity
by end of this year, if completed according to plan.  Of the new
capacity, a significant portion is currently committed under a
signed long-term contract.  Without additional committed capacity
and under lower commodity price scenarios, it is possible that its
loan covenants will come under pressure over the medium term.
Several other pipeline projects, in various stages of development,
are competing for much of the same volumes that Regency is seeking
and may hinder the company's efforts to contract additional
capacity.

This construction project -- Regency's first -- will be a test to
the company's ability to consummate a major internal growth
project, to market its services, and to achieve forecasted returns
from it.  Furthermore, the company itself is still an unproven
quantity, consisting of relatively recently acquired assets whose
results have yet to be established under its ownership.  Since its
formation two years ago, Regency has grown primarily from two
acquisitions (assets from El Paso Corp. in June 2003 and from Duke
Energy Field Services in March 2004).  Just last December, it came
under new management when it was acquired by the private equity
firm Hicks, Muse, Tate & Furst, Inc.

                        Rating Outlook

The rating outlook for the next 12-18 months is negative, while
Moody's monitors the completion and performance of the RIG
expansion.  Moody's could stabilize the outlook if the project is
completed on time and on budget, and if Regency is successful in
contracting sufficient incremental capacity and meeting its
current financial forecast.   Stabilization of the outlook is also
dependent on Regency's other assets continuing to perform in line
with its forecast.  Moody's will reassess Regency's ratings and
outlook if the project proceeds in a manner that is materially
different from plan and credit metrics weaken from current levels
(at March 31, 2005, debt/capital about 61%, EBITDA/interest in the
3x range, debt/EBITDA in the 5x range).

                       Rating Rationale

The near-term risks related to the RIG expansion notwithstanding,
Regency's ratings are affirmed in acknowledgment of the project's
credit-supporting aspects.  HMTF has committed to inject $15
million of equity to finance 12% of the estimated project costs.
This equity injection is a condition to the proposed amendments to
Regency's credit facilities.  If consummated as planned, the
expansion will increase the proportion of fee-based volumes (from
about half to three-quarters of total volumes) and reduce
Regency's exposure to the directly commodity price-sensitive keep-
whole and percentage-of-proceeds volumes.  It will also increase
the proportion of the more stable pipeline business (vs. the more
volatile gas processing) from 15% of 2005 forecasted gross margin
to 38% in 2006.  A near-term outlook for continuing strong natural
gas prices and wide basis differentials and pipeline constraints
in the region are favorable to Regency.  Other than the changes
relating to the project and the amendments to its facility, our
rating rationale and rating drivers for Regency remain consistent
with our press release on November 16, 2004 when we initially
rated the company's debt.

                      Bank Loan Amendments

We may re-assess our ratings if the terms of the amendments change
materially from those we reviewed in the draft documents.  As
proposed, commitments will be upsized by $110 million to finance
most of the project costs.  The company will have $400 million of
credit facilities (up from $290 million), comprising of first-lien
and second-lien tranches.  The $338 million first-lien tranche
will consist of a $248 million term loan due December 1, 2009 and
a $90 million revolver due June 1, 2010) and a $62 million second-
lien loan due December 1, 2010.  Financial covenant definitions
will be revised to include project-related pro forma EBITDA and
debt, and a requirement to have the necessary approval, permits,
and rights-of-way will be added as a condition to borrowing.

Otherwise, the terms and covenants (leverage ratio, interest
coverage ratio, and capex limits) will be similar to those in the
existing agreements.  Maturities will be unchanged.  The facility
has an accordion feature to increase the term loan by an
additional $40 million.  The loans retain a cash sweep mechanism,
whereby a portion of the excess cash flow must be applied toward
retiring debt.

Regency can draw $25 million of the first-lien and second-lien
term loans when the proposed amendments become effective.  This
amount will fund the just completed preliminary de-bottlenecking
phase of the project.  The company does not have access to the
remaining $35 million of incremental term loans and the $50
million increase on the revolver until all necessary approval,
permits, and rights-of-way for the project are obtained.  The
unused commitment expires on September 30, 2005 if not drawn by
then.  However, Regency has the option of drawing on the unused
commitment by September 30, 2005, putting the funds in escrow, and
having the trustee release the funds when the approvals are
obtained.  In the meantime, the company would bear negative carry
on those funds.

       Speculative Grade Liquidity Assessment Update

Regency's Speculative Grade Liquidity rating of SGL-3 reflects
overall liquidity that is adequate over the next four quarters
ending 2Q06.  Its Cash Flow/Internal Cash Sources are expected to
be adequate to meet its foreseeable cash obligations.  Low
maintenance capex ($6 million/year) affords a source of financial
flexibility.  The company forecasts its operating cash flow to
cover its planned capex (limited by its credit facilities at $135
million in 2005, $25 million in 2006) and debt amortization
payments ($2 million/year) during this timeframe.

Additionally, a cash sweep provision requires Regency to apply the
majority of its excess cash flow toward debt repayment in the near
term (75% of net sources of cash when the leverage ratio is above
4x, 50% when the ratio is under 4x).

Regency's Alternate Liquidity/External Cash Sources for the
forecast period appear also to be adequate.  The company to-date
has used its revolver for small temporary cash needs relating to
timing differences and working capital.  Working capital
requirements have been low.

Regency is expected to adequately meet its covenants during the
forecast period.  The leverage ratio (debt/EBITDA), currently set
at 5.5x, steps down to 5.25x in 4Q05, 5x in 2Q06, and 4.75x in
4Q06.  The interest coverage ratio (EBITDA/cash interest)
currently set at 2.5x, steps up to 2.75x in 4Q05 and 3x in 3Q06.

Regency's "Back Door" sources of liquidity are weak.  Because
Regency's assets are secured under its bank facilities, it has
limited ability to sell assets to generate additional liquidity.

Based in Dallas, Texas, Regency Gas Services LLC is a midstream
gas gathering, processing, and transmission company with
operations in North Louisiana, West Texas, and the Mid-Continent
region.


REGENCY GAS: $125MM North La. Expansion Cues S&P to Hold B+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Regency Gas Services LLC.  At the same time,
Standard & Poor's removed the rating from CreditWatch with
negative implications.

The outlook is stable.  Dallas, Texas-based Regency is a midstream
gas gathering, processing, and transmission company with
operations in Northern Louisiana, West Texas, and the Midcontinent
region.  Regency had about $254.5 million of long-term debt
outstanding as of March 31, 2005.

The rating affirmation reflects Standard & Poor's assessment of
Regency's recently announced $125 million Northern Louisiana
expansion and its expected impact on the company's business risk
profile and financial credit metrics.

"Although the expansion will initially increase debt leverage, it
is also expected to improve Regency's business risk profile," said
Standard & Poor's credit analyst Plana Lee.

The capital project will both expand capacity and compression on
its existing line and extend the pipeline 80 miles, through the
Vernon Field, to various markets including Columbia Gulf's
pipeline near Winnsboro, Louisiana.

The projects are expected to be complete before year-end 2005 and
will be funded $110 million through debt and $15 million through
an equity infusion from private equity firm Hicks, Muse, Tate &
Furst.

As a result of the expansion, the company estimates an increase in
its proportion of fee-based volumes from 47% to 77%, which is
favorable for credit quality.

The stable outlook on Regency reflects the expected increase in
proportion of fee-based earnings resulting from the expansion,
somewhat offset by the near-term increase in debt leverage.


RISK MANAGEMENT: Files Chapter 11 Petition to Consummate Sale
-------------------------------------------------------------
Risk Management Alternatives, Inc., and nine affiliates filed for
voluntary chapter 11 protection in the U.S. Bankruptcy Court for
the Northern District of Ohio Eastern Division, in order to
consummate a sale of substantially all of RMA's operating assets
under Section 363 and 365 of the Bankruptcy Code.

Risk Management and NCO Group, Inc. (Nasdaq: NCOG) entered into a
definitive agreement whereby NCO will acquire substantially all of
the operating assets of RMA including their purchase portfolio
assets for $118.8 million in cash, subject to certain closing
adjustments, and the assumption of certain liabilities.

"Over the past several years RMA has focused on growing and
positioning itself as one of the leading providers of debt
collection and accounts receivable management services," Dennis
Cunningham, Chairman and Chief Executive Officer of RMA, said.
"Earlier this year, we announced to our employees, clients and
investors that we were exploring strategic alternatives for the
business.  Through this process it became obvious that utilizing
the appropriate provisions of the Bankruptcy Code is the most
efficient way to complete a sale of RMA.  By entering Chapter 11
with a definitive agreement in place with NCO, we believe we will
be able to work swiftly to secure creditor and court approval of
the transaction with NCO with the least amount of disruption to
our clients and our employees.  In addition, the Chapter 11
process will provide a platform to entertain any higher and better
offers so as to maximize the return to all creditor
constituencies."

The deal is subject to certain conditions including approval by
the Bankruptcy Court, higher and better offers, customary closing
conditions, and any required governmental approvals.  The
transaction is expected to close by the end of the third quarter
and, in the interim, RMA has arranged for additional financing of
its operations through the closing of the transaction.

"The combination of NCO and RMA represents a meaningful step
forward for NCO," Michael J. Barrist, Chairman and Chief Executive
Officer of NCO, said.  "We expect that the addition of RMA's
service platform to our Accounts Receivable Management business
gives us the ability to better leverage the investments we made in
technology and infrastructure in order to address the growing
needs of our clients.  We believe that our years of proven
integration experience will allow us to rapidly take advantage of
the synergies that we expect to be gained from a transaction of
this nature.  Additionally, we believe the acquisition of our
largest portfolio to date is a meaningful step in positioning our
portfolio business as a more dominant player in its market.

NCO expects to fund the purchase with a combination of borrowings
under its revolving credit facility and non-recourse portfolio
financing.

The transaction is currently expected to be neutral to NCO's
earnings in 2005 and accretive in 2006 and beyond.

NCO Group, Inc., is a leading provider of business process
outsourcing services including accounts receivable management,
customer relationship management and other services. NCO provides
services through 87 offices in the United States, Canada, the
United Kingdom, India, the Philippines, the Caribbean and Panama.

Headquartered in Duluth, Georgia, Risk Management Alternatives,
Inc. -- http://www.rmainc.net/-- provides consumer and commercial
debt collections, accounts receivable management, call center
operations, and other back-office support to firms in the
financial services, telecommunications, utilities, and healthcare
sectors, as well as government entities.  The Company and ten
affiliates filed for chapter 11 protection on July 7, 2005 (Bankr.
N.D. Ohio Case Nos. 05-43959 through 05-43969).  Shawn M. Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co., LPA, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they estimated more than
$100 million in assets and between $50 million to $100 million in
debts.


RISK MANAGEMENT: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Risk Management Alternatives Parent Corp.
             2675 Breckinridge Boulevard
             Duluth, Georgia 30096

Bankruptcy Case No.: 05-43969

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
RMA Management Services, Inc.                    05-43959

Risk Management Alternatives Solutions, LLC      05-43960

Purchased Paper LLC                              05-43961

RMA Intermediate Holdings Corporation            05-43962

Risk Management Alternatives, Inc.               05-43963

Resource Recovery Consultants, Inc.              05-43964

RMA Holdings LLC                                 05-43965

National Revenue Corporation                     05-43966

Risk Management Alternatives Holdings, Inc.      05-43967

Risk Management Alternatives Portfolio           05-43968
Services, LLC

Type of Business: The Debtor provides consumer and commercial
                  debt collections, accounts receivable
                  management, call center operations, and other
                  back-office support to firms in the financial
                  services, telecommunications, utilities, and
                  healthcare sectors, as well as government
                  entities.  See http://www.rmainc.net/

Chapter 11 Petition Date: July 7, 2005

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtors' Counsel: Shawn M. Riley, Esq.
                  McDonald, Hopkins, Burke & Haber Co., LPA
                  600 Superior Avenue, East, Suite #2100
                  Cleveland, Ohio 44114
                  Tel: (216) 348-5400
                  Fax: (216) 348-5474

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Risk Management              More than            $50 Million to
Alternatives Parent Corp.    $100 Million         $100 Million

RMA Management               $10 Million to       $1 Million to
Services, Inc.               $50 Million          $10 Million

Risk Management Alternatives $0 to $50,000        $0 to $50,000
Solutions, LLC

Purchased Paper LLC          $1 Million to        $500,000 to
                             $10 Million          $1 Million

RMA Intermediate Holdings    More than            $0 to $50,000
Corporation                  $100 Million

Risk Management              More than            $10 Million to
Alternatives, Inc.           $100 Million         $50 Million

Resource Recovery            $100,000 to          $500,000 to
Consultants, Inc.            $500,000             $1 Million

RMA Holdings LLC             $10 Million to       $1 Million to
                             $50 Million          $10 Million

National Revenue             $10 Million to       $1 Million to
Corporation                  $50 Million          $10 Million

Risk Management              More than            More than
Alternatives Holdings, Inc.  $100 Million         $100 Million

Risk Management              $10 Million to       $10 Million to
Alternatives Portfolio       $50 Million          $50 Million
Services, LLC

Consolidated List of Debtors' 50 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
NCP Solutions                 Trade Debt                $673,424
Attn: Gina Mclendon
8948 Western Way
Jacksonville, FL 32256

Envelopes & Forms, Inc.       Trade Debt                $379,170
6650 Best Friend Road
Norcross, GA 30071

Broadwing Communications      Utility                   $338,958
Financial Mgmt./Donna Angstadt
1122 Capital Of Texas
Highway South
Austin, TX 78746-6426

Accurint - Atlanta            Trade Debt                $188,898

Apple One 29048               Trade Debt                $187,355

Avaya - 5332                  Trade Debt                $186,544

Sprint - 200188               Utility                   $158,408

Global Crossing               Utility                   $130,894
Telecomm

Spherion - Atlanta            Trade Debt                $123,831

Pitney Hardin LLP             Professional Services     $108,020

11. Ontario Systems, LLC      Trade Debt                 $75,790

Fisher & Phillips             Professional Services      $73,630

Equifax Credit Info - 105835  Trade Debt                 $53,411

Dell Marketing Lp 534118      Trade Debt                 $52,713

Time Warner Tele - Denver     Utility                    $49,875

Staffing Resources            Trade Debt                 $42,582

Allied Security               Trade Debt                 $42,491

Qwest - 856169                Utility                    $41,486

Agilysys Inc.                 Trade Debt                 $41,481

Randstad 2084                 Trade Debt                 $39,169

8205 Limited Partnership      Trade Debt                 $37,324

Brandywine Grande B, L.P      Trade Debt                 $30,056

U. S. Postmaster              Trade Debt                 $30,000

Grafton Staffing Companies    Trade Debt                 $28,800

UPS                           Trade Debt                 $28,448

Lason Systems                 Trade Debt                 $27,561

Solutions Staffing            Trade Debt                 $26,362

Smith James Group 10800       Trade Debt                 $26,359

Jones Day                     Prof                       $25,488

IBM 534186                    Trade Debt                 $22,216

Citicorp Credit SVCS SD       Trade Debt                 $21,020

Graebel Companies             Trade Debt                 $20,849

McNamara, Spira & Smith       Trade Debt                 $20,332

Clark Consulting, Inc.        Trade Debt                 $20,000

Hire Quest LLC                Trade Debt                 $19,765

Xerox                         Trade Debt                 $18,960

Creative Financial            Trade Debt                 $18,761
Staffing

Minton Jones Company          Trade Debt                 $17,531

Georgia Power Company         Utility                    $16,661

Axiom Staffing Group          Trade Debt                 $16,412

Cybershift, Inc.              Trade Debt                 $16,245

Andex Limited Liability       Trade Debt                 $16,001

One Catle Hills Ltd.          Trade Debt                 $13,910

Morrison, Mahoney &           Trade Debt                 $12,535
Miller, LP

TMP Worldwide                 Trade Debt                 $12,088

Arena Group LP                Trade Debt                 $11,471

FQS Commercial                Trade Debt                 $11,433

ACA 390106                    Trade Debt                 $11,174

Suburban Owner, LLC           Trade Debt                 $10,951

McDermott, Will & Emery       Trade Debt                 $10,751


ROYAL CAKE: Selling All Assets to Flower Foods for $10 Million
--------------------------------------------------------------
Royal Cake Company, Inc., asks the U.S. Bankruptcy Court for the
Middle District of North Carolina, Winston-Salem Division, for
permission to sell substantially all of its assets to Flowers
Foods (NYSE: FLO).

Under the terms of an asset purchase agreement dated July 5, 2005,
Flowers will acquire the Company's assets for $10 million, subject
to higher and better offers and approval by the Bankruptcy Court.
In addition to the sale of the Debtor's assets, the agreement
allows for the assumption and assignment of the Debtor's unexpired
leases and executory contracts to Flowers.

The Debtor asks the Court for an expedited hearing on July 21,
2005, to consider and approve the sale.

"Due to increased demand for our snack cake products, we need
additional production capacity and Royal is a fine bakery," said
George E. Deese, Flowers Foods' president and chief executive
officer.  "If our contract is approved by the bankruptcy court,
Royal will be a welcome addition to our snack cake operation."

Headquartered in Thomasville, Ga., Flowers Foods --
http://www.flowersfoods.com/-- is one of the nation's leading
producers and marketers of packaged bakery foods for retail and
foodservice customers.  Flowers operates 34 bakeries that produce
a wide range of bakery products marketed throughout the
Southeastern, Southwestern, and mid-Atlantic states via an
extensive direct-store-delivery network and nationwide through
other delivery systems.  Among the company's top brands are
Nature's Own, Cobblestone Mill, Sunbeam, BlueBird, and Mrs.
Freshley's.

Headquartered in Winston-Salem, North Carolina, Royal Cake
Company, Inc., employs approximately 190 people and produces
cookies, cereal bars and creme-filled cakes that are sold under
the Royal, Bakers Best, and private label brands.  The Company
filed for chapter 11 protection on Feb. 18, 2005 (Bankr. M.D.N.C.
Case No. 05-50475).  Daniel C Bruton, Esq., and Walter W. Pitt,
Jr., Esq., at Winston-Salem, represent the Debtor in its chapter
11 proceeding.  The Company reported sales of $24 million for the
fiscal year ended Dec. 31, 2004.


SAINT VINCENT: Court Agrees to Interim Use of Cash Collateral
-------------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York gave Saint Vincent Catholic
Medical Centers and its debtor-affiliates authority, on an
emergency basis, to use the cash collateral securing repayment of
prepetition obligations to their Secured Creditors.

The Debtors told Judge Beatty that its liquidity crisis left it
with virtually no available cash to fund ongoing operations.
Timothy Weis, Saint Vincent's Chief Financial Officer, explained
that without immediate access to the cash collateral, their
operations will be severely disrupted and they will be forced to
cease or sharply curtail operations of some or all of their
facilities.  This would limit or eliminate the Debtors' ability to
continue as a going concern, Mr. Weis asserts.

The Debtors project cash losses in July and August:

        Saint Vincent Catholic Medical Centers of New York
                 Short-Term Cash Flow Projections

                           July 2005     Aug. 2005     Total
                           ---------     ---------     -----
     Cash Receipts

  Medicare PIP           $18,704,076   $18,704,076   $37,408,152
  Medicaid                24,000,000    24,975,000    48,975,000
  All Other Payors        47,397,851    46,167,673    93,565,523
  DOD                      6,891,341     7,102,846    13,994,187
  Long Term Care           7,254,274     7,571,864    14,826,138
  Pool Receipts            3,981,912     3,718,374     7,700,286
  Other Cash Receipts      3,600,000     4,500,000     8,100,000
  Asset Divestitures             --     18,000,000    18,000,000
  Loan Proceeds            4,800,000           --      4,800,000
  Captive PCs                574,075       723,505     1,297,580
                        ------------  ------------  ------------
  Cash Receipts         $117,203,529  $131,463,337  $248,666,866
                        ------------  ------------  ------------
     Cash Disbursements

  Payroll & Benefits     $72,378,012   $76,343,684  $148,721,696
  Insurance                6,100,000     2,527,746     8,627,746
  Rentals                  1,237,000     2,475,551     3,712,551
  Capital Leases           1,100,000     2,200,000     3,300,000
  Capital Exp.             5,367,333       833,333     6,200,667
  Drugs & Supplies         9,000,000    15,000,000    24,000,000
  Physician Fees           2,449,000     3,475,000     5,924,000
  Contract Labor           3,600,000     6,000,000     9,600,000
  All Other Expenses      10,500,000    17,500,000    28,000,000
  DOD/Texen Capitation     6,537,052     5,037,052    11,574,104
  Salick Reimbursement     4,435,698     4,435,698     8,871,395
  Professional Fees              --      1,500,000     1,500,000
  Bankruptcy Fees                --      2,000,000     2,000,000
  Critical Vendors         6,600,000     9,900,000    16,500,000
  DIP Commitment Fee         346,296           --        346,296
  DIP Interest Payments      313,228       424,790       738,018
                        ------------  ------------  ------------
  Cash Disbursements    $129,963,619  $149,652,853  $279,616,472
                        ------------  ------------  ------------
  Net Cash Flow         ($12,760,090) ($18,189,516) ($30,949,606)
                        ============  ============  ============

To purchase inventory, pay their employees, and continue their
businesses and operations, the Debtors urgently need access to
Cash Collateral securing repayment of prepetition secured debts
owed to:

      Total
     Amount     Collateral
      Owed        Value      Lender
  ------------ ------------  ------
  $179,000,000 $349,000,000  Dormitory Authority of the
                             State of New York

    77,000,000  196,000,000  Sun Life Assurance Company of Canada

    16,000,000   76,000,000  RCG Longview II, L.P.

    50,000,000   84,000,000  Commerce Bank

    35,000,000  134,000,000  HFG HealthCo-4 LLC

     6,000,000    2,200,000  Primary Care Development Corporation

The secured creditors are oversecured by wide margins, Stephen B.
Selbst, Esq., at McDermott Will & Emery LLP tells the Court.

The Debtors add that they will grant dollar-for-dollar
postpetition replacement liens and superpriority administrative
claim status to these secured creditors.

The Court will convene a hearing to consider the continued
use of cash collateral on July 20, 2005, at 3:00 p.m.  The Court
will also consider postpetition financing arrangements during that
hearing.

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 Vincent Bankruptcy News,
Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENT: Court Directs Joint Administration of Cases
----------------------------------------------------------
Saint Vincent Catholic Medical Centers and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the
Southern District of New York, for the joint administration of
their bankruptcy proceedings and use of a consolidated caption on
all pleadings filed in their chapter 11 cases.

Pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy
Procedure, courts are authorized to jointly administer bankruptcy
proceedings if the debtor entities are affiliated entities with
proceedings pending in the same court.

Stephen B. Selbst, Esq., at McDermott Will & Emery LLP, in
Chicago, Illinois, relates that the Debtors consist of seven
affiliated entities, which are "affiliates" as that term is
defined in Section 101(2) of the Bankruptcy Code.  The Debtors,
therefore, believe that their cases may be jointly administered.

Joint administration will eliminate the need for duplicative
notices, applications, and orders, and thereby save considerable
time and expense for the Debtors and their estates, Mr. Selbst
says.  Joint administration will also protect parties-in-interest
by ensuring that the parties-in-interest in each of the cases
will be notified of the various matters before the Court.

The Debtors request that one general docket be maintained for all
seven cases, and that the notices to creditors and other parties-
in-interest be combined.

Judge Beatty directs that all pleadings and papers filed in the
Debtors' chapter 11 cases be captioned:

   UNITED STATES BANKRUPTCY COURT
   FOR THE DISTRICT OF NEW YORK
   _________________________________
                                    |
   In re                            |  Chapter 11
                                    |  Case No. 05-14945
   SAINT VINCENTS CATHOLIC MEDICAL  |
   CENTERS OF NEW YORK d/b/a SAINT  |  (Jointly Administered)
   VINCENT CATHOLIC MEDICAL         |
   CENTERS, et al.,                 |
                                    |
              Debtors.              |
   _________________________________|

Mr. Selbst argued that the use of this simplified caption, naming
only Saint Vincent Catholic Medical Centers d/b/a Saint Vincent
Catholic Medical Centers without specific reference to the other
Debtors, will eliminate cumbersome and confusing procedures and
ensure uniformity with respect to pleading identification.

Judge Beatty further directs the Clerk to make an entry in each
affiliates' docket saying:

   "An order has been entered in this case directing the
   procedural consolidation and joint administration of the
   Chapter 11 cases of Saint Vincents Catholic Medical Centers of
   New York d/b/a Saint Vincent Catholic Medical Centers, CMC
   Physician Services, P.C., CMC Radiological Services P.C., CMC
   Cardiology Services P.C., CMC Occupational Health Services
   P.C., Medical Service of St. Vincent's Hospital and Medical
   Center, P.C., and Surgical Service of St. Vincent's, P.C. The
   docket in Case No. 05-14945 should be consulted for
   all matters affecting this case."

Mr. Selbst assures the Court that the rights of the Debtors'
creditors will not be adversely affected by the joint
administration of the cases because each creditor may still file
its claim against a particular estate.

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 Vincent Bankruptcy News,
Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SEQUOIA MORTGAGE: S&P Holds Low-B Ratings on 38 Cert. Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of residential mortgage-backed certificates from four
series of Sequoia Mortgage Trust transactions issued in 2002.

At the same time, ratings are affirmed on the remaining classes
from the same four series, as well as on all rated classes from
the remaining series from the same issuer.

The upgrades reflect the following:

    -- Increased credit support percentages provided by
       subordination;

    -- Excellent collateral pool performance; and

    -- At least three years of mortgage seasoning.

The increased credit support percentages are the result of
significant principal prepayments and the shifting interest
payment structure of the transactions.  Projected credit support
percentages are at least 1.66x the loss coverage levels associated
with the new ratings.  Furthermore, all series with raised ratings
have outstanding pool balances that are less than 57% of their
original size.

Delinquencies among the series with raised ratings ranged from
0.00% (series 9) to 1.31% (series 8).  All delinquencies were in
the 30-59 days category, except for series 5, which had 0.05%
delinquencies in the 60-89 days category.  There were no
cumulative realized losses for series containing upgraded classes.

The rating affirmations reflect actual and projected credit
enhancement percentages that are sufficient to support the
assigned ratings.  The mortgage pools backing the classes with
affirmed ratings had total delinquencies ranging from 0.06%
(series 12, 2003-4) to 2.77% (series 2004-12).  Lastly, all series
with affirmed ratings have experienced low or no realized losses.

Credit support for the transactions is provided by a senior-
subordinate structure with a shifting interest feature.  The
collateral backing the certificates consists of 25- and 30-year
prime adjustable-rate mortgage loans secured by single-family
detached properties.

                            Ratings Raised

                       Sequoia Mortgage Trust

                                           Rating
                                           ------
                Series        Class     To        From
                ------        -----     --        ----
                5 (2002)      B-1       AA+       AA
                5 (2002)      B-2       A+        A
                5 (2002)      B-3       BBB+      BBB
                6 (2002)      B-1       AA+       AA
                8 (2002)      B-1       AA+       AA
                8 (2002)      B-2       A+        A
                9 (2002)      B-1       AA+       AA
                9 (2002)      B-2       A+        A


                            Ratings Affirmed

                       Sequoia Mortgage Trust

            Series    Class                              Rating
            ------    -----                              ------
            4 (2002)  A                                  AAA
            5 (2002)  A, A-R, X                          AAA
            6 (2002)  A, A-R, X                          AAA
            6 (2002)  B-2                                A
            6 (2002)  B-3                                BBB
            7 (2002)  A, X-1, X-2                        AAA
            7 (2002)  B-1                                AA
            7 (2002)  B-2                                A
            7 (2002)  B-3                                BBB
            8 (2002)  1A-2, 2A, 3A                       AAA
            8 (2002)  X-1, X-2A, X-2B, X-B               AAA
            8 (2002)  B-3                                BBB
            9 (2002)  1A, 2A, X-1A, X-1B, X-B            AAA
            9 (2002)  B-3                                BBB
            10 (2002) 1A, 2A-1, 2A-2, A-R                AAA
            10 (2002) X-1A, X-1B, X-2, X-B               AAA
            10 (2002) B-1                                AA
            10 (2002) B-2                                A
            10 (2002) B-3                                BBB
            11 (2002) A, X-1A, X-1B, X-B                 AAA
            11 (2002) B-1                                AA
            11 (2002) B-2                                A
            11 (2002) B-3                                BBB
            12 (2002) A, X-1, X-2                        AAA
            12 (2002) B-1                                AA
            12 (2002) B-2                                A
            12 (2002) B-3                                BBB
            2003-1    1A, 2A, X-1A, X-1B, X-2, X-B       AAA
            2003-1    B-1                                AA
            2003-1    B-2                                A
            2003-1    B-3                                BBB
            2003-1    B-4                                BB
            2003-1    B-5                                B
            2003-2    A-1, A-2                           AAA
            2003-2    M-1                                AA
            2003-2    M-2                                A
            2003-3    A-1, A-2, A-R                      AAA
            2003-3    X-1A, X-1B, X-2, X-B               AAA
            2003-3    B-1                                AA
            2003-3    B-2                                A
            2003-3    B-3                                BBB
            2003-3    B-4                                BB
            2003-3    B-5                                B
            2003-4    1-A-1, 1-A-2, 1-A-R                AAA
            2003-4    1-X-1A, 1-X-1B, 1-X-2, 1-X-B       AAA
            2003-4    1-B-1                              AA
            2003-4    1-B-2                              A
            2003-4    1-B-3                              BBB
            2003-4    1-B-4                              BB
            2003-4    1-B-5                              B
            2003-4    2-A-1, 2-A-R, 2-X-1, 2-X-B, 2-X-M  AAA
            2003-4    2-M-1                              AA+
            2003-4    2-B-1                              AA
            2003-4    2-B-2                              A
            2003-4    2-B-3                              BBB
            2003-4    2-B-4                              BB
            2003-4    2-B-5                              B
            2003-5    A-1, A-2, A-R                      AAA
            2003-5    X-1A, X-1B, X-2, X-B               AAA
            2003-5    B-1                                AA
            2003-5    B-2                                A
            2003-5    B-3                                BBB
            2003-5    B-4                                BB
            2003-5    B-5                                B
            2003-6    A-1, A-2, A-R, X-1, X-2, X-B       AAA
            2003-6    B-1                                AA
            2003-6    B-2                                A
            2003-6    B-3                                BBB
            2003-6    B-4                                BB
            2003-6    B-5                                B
            2003-7    A-1, A-2, A-R, X-1, X-2, X-B       AAA
            2003-7    B-1                                AA
            2003-7    B-2                                A
            2003-7    B-3                                BBB
            2003-7    B-4                                BB
            2003-7    B-5                                B
            2003-8    A-1, A-2, A-R, X-1, X-2, X-B       AAA
            2003-8    B-1                                AA
            2003-8    B-2                                A
            2003-8    B-3                                BBB
            2003-8    B-4                                BB
            2003-8    B-5                                B
            2004-1    A, A-R, X-1, X-2, X-B              AAA
            2004-1    B-1                                AA
            2004-1    B-2                                A
            2004-1    B-3                                BBB
            2004-1    B-4                                BB
            2004-1    B-5                                B
            2004-2    A, A-R, X-1, X-2, X-B              AAA
            2004-2    B-1                                AA
            2004-2    B-2                                A
            2004-2    B-3                                BBB
            2004-2    B-4                                BB
            2004-2    B-5                                B
            2004-3    A-1                                AAA
            2004-3    M-1                                AA
            2004-3    M-2                                A
            2004-3    M-3                                BBB
            2004-4    A, A-R, X-1, X-2, X-B              AAA
            2004-4    B-1                                AA
            2004-4    B-2                                A
            2004-4    B-3                                BBB
            2004-4    B-4                                BB
            2004-4    B-5                                B
            2004-5    A-1, A-2, A-3, A-R, X-1, X-2, X-B  AAA
            2004-5    B-1                                AA
            2004-5    B-2                                A
            2004-5    B-3                                BBB
            2004-5    B-4                                BB
            2004-5    B-5                                B
            2004-6    A-1, A-2, A-3-A, A-3-B, A-R        AAA
            2004-6    X-A, X-B                           AAA
            2004-6    B-1                                AA
            2004-6    B-2                                A
            2004-6    B-3                                BBB
            2004-6    B-4                                BB
            2004-6    B-5                                B
            2004-7    A-1, A-2, A-3-A, A-3-B, A-R        AAA
            2004-7    X-A, X-B                           AAA
            2004-7    B-1                                AA
            2004-7    B-2                                A
            2004-7    B-3                                BBB
            2004-7    B-4                                BB
            2004-7    B-5                                B
            2004-8    A-1, A-2, A-R, X-A, X-B            AAA
            2004-8    B-1                                AA
            2004-8    B-2                                A
            2004-8    B-3                                BBB
            2004-8    B-4                                BB+
            2004-8    B-5                                BB-
            2004-9    A-1, A-2, A-R, X-A, X-B            AAA
            2004-9    B-1                                AA
            2004-9    B-2                                A
            2004-9    B-3                                BBB
            2004-9    B-4                                BB+
            2004-9    B-5                                BB-
            2004-10   A-1A, A-1B, A-2, A-3A, A-3B, A-4   AAA
            2004-10   A-R, X-A, X-B                      AAA
            2004-10   B-1                                AA
            2004-10   B-2                                A
            2004-10   B-3                                BBB
            2004-10   B-4                                BB
            2004-10   B-5                                B+
            2004-11   A-1, A-2, A-3, A-R                 AAA
            2004-11   X-A1, X-A2, X-B                    AAA
            2004-11   B-1                                AA
            2004-11   B-2                                A
            2004-11   B-3                                BBB
            2004-11   B-4                                BB+
            2004-11   B-5                                BB-
            2004-12   A-1, A-2, A-3, A-R                 AAA
            2004-12   X-A1, X-A2, X-B                    AAA
            2004-12   B-1                                AA
            2004-12   B-2                                A
            2004-12   B-3                                BBB
            2004-12   B-4                                BB
            2004-12   B-5                                B


SALTON INC: Faces Possible Delisting From NYSE
----------------------------------------------
Salton, Inc. (NYSE:SFP) received a letter from the New York Stock
Exchange which contained "an early warning" of potential non-
compliance with certain of the NYSE's recently amended continued
listing standards.

Under the applicable amended continued listing standards Salton's
common stock would be subject to delisting if, among other things,
Salton's average market capitalization is less than $25 million
over a 30 trading-day period ending July 29, 2005.  The NYSE's
letter indicates that, based on the NYSE's review, Salton's total
market capitalization is currently less than $25 million.

While the NYSE's rules provide procedures which allow listed
companies to submit a plan to regain compliance with certain of
the NYSE's listing standards, these procedures are not available
with respect to a delisting as a result of a listed company having
an average market capitalization of less than $25 million over a
30 trading-day period ending July 29, 2005.  As a result, if
Salton does not exceed this criteria on the measurement date
(July 29, 2005), its common stock would likely be subject to
prompt suspension and delisting procedures.

Subsequent to receipt of the NYSE's letter, Salton engaged in
discussions with the representatives of the NYSE.  The NYSE
representatives indicated that, in making an actual determination
with respect to delisting Salton's common stock based on the
failure to meet the minimum listing condition, the NYSE would:

    (1) include the 3,529,412 shares of common stock issuable upon
        conversion of Salton's outstanding Series A convertible
        preferred stock and

    (2) take into consideration the effect of the previously
        disclosed exchange offer transaction (which would result
        in the issuance of up to 2,263,880 shares of Salton's
        common stock).

The company cannot assure that the NYSE's consideration of the
effect of the proposed exchange offer, if consummated, will result
in the NYSE not taking action to suspend trading of and delisting
Salton's common stock or that consummation of the proposed
exchange offer transaction will have a positive effect on Salton's
market capitalization.

Salton, Inc., designs, markets and distributes branded, high
quality small appliances, electronics, home decor and personal
care products.  Its product mix includes a broad range of small
kitchen and home appliances, electronics for the home, tabletop
products, time products, lighting products, picture frames and
personal care and wellness products.  The company sells its
products under a portfolio of well recognized brand names such as
Salton(R), George Foreman(R), Westinghouse (TM), Toastmaster(R),
Mellitta(R), Russell Hobbs(R), Farberware(R), Ingraham(R) and
Stiffel(R).  It believes its strong market position results from
its well-known brand names, high quality and innovative products,
strong relationships with its customers base and its focused
outsourcing strategy.

                        *     *     *

As reported in the Troubled Company Reporter on June 17, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Salton Inc. to 'D' from 'CCC'.  At the same time,
Salton's subordinated debt rating was lowered to 'D' from 'CC'.

These actions reflect the announcement by Lake Forest, Illinois-
based Salton that it will not make its interest payment due
June 15, 2005, on its senior subordinated notes that mature on
Dec. 15, 2005.


SALTON INC: Launches Exchange Offer for 10.75% and 12.25% Notes
---------------------------------------------------------------
Salton, Inc. (NYSE-SFP) commenced a private debt exchange offer
for the outstanding 10-3/4% Senior Subordinated Notes due Dec. 15,
2005 and outstanding 12-1/4% Senior Subordinated Notes due
Apr. 15, 2008.  The exchange offer commenced on July 6, 2005, and
will expire at midnight, New York City time, on Tuesday, August 2,
2005, unless extended or earlier terminated by Salton.

Under the terms of the exchange offer, qualified holders of 2005
Notes and, subject to proration, 2008 Notes, would receive in
exchange for the 2005 Notes and 2008 Notes an aggregate principal
amount of new notes under a Salton second lien credit facility as
follows:

    -- with respect to tendered 2005 Notes, the exchange ratio
       will range from .60 to .675 depending on the aggregate
       principal amount of the 2005 Notes tendered in the Exchange
       Offer.  The exchange ratio will be the sum of (a) .60 and
       (b) the Incremental 2005 Note Participation Percentage.
       The "Incremental 2005 Note Participation Percentage" will
       be the product of (a) .075 multiplied by (b) the ratio of
       (x) the amount, if any, by which the aggregate amount of
       2005 Notes tendered in the exchange offer exceeds $75
       million, over (y) $50 million; provided that if the
       aggregate principal amount of 2005 Notes tendered for
       exchange does not exceed $75 million, the Incremental 2005
       Note Participation Amount will be zero.

    -- with respect to tendered 2008 Notes, the exchange ratio
       will be .60.

The maximum aggregate principal amount of new notes to be issued
under the second lien credit facility in the exchange offer would
not exceed $110 million.  The second lien credit facility would
mature on March 31, 2008 and would bear interest at LIBOR plus 7%,
payable semi-annually in cash.

In addition, for each $1,000 of new notes issued to a holder of
2005 Notes and/or 2008 Notes in the exchange offer, such holder
would also receive:

    -- 1.3636 shares of Series C Preferred Stock with a
       liquidation preference equal to $100.00 (the aggregate
       number of shares of the Series C Preferred Stock to be
       issued if the maximum of $110 million of new notes are
       issued in the exchange offer would be 150,000 with an
       aggregate liquidation preference of $15 million); provided
       that fractional shares would be paid in cash.  The Series C
       Preferred Stock would:

         (i) rank on parity with the Series A Voting Convertible
             Preferred Stock and senior to the Series B Junior
             Participating Preferred Stock;

        (ii) be non-dividend bearing and non-voting (except as
             required under Delaware law);

       (iii) be redeemable by the holders upon a change of control
             at the liquidation preference plus a rate of 5% per
             annum compounded annually on each anniversary of the
             issuance date; and

        (iv) be redeemable by Salton at the face amount on the
             fifth anniversary of the issuance date.

    -- 20.58 shares of Common Stock (the aggregate number of
       shares of Common Stock to be issued if the maximum of
       $110 million of new notes are issued in the exchange offer
       would be 2,263,880); provided that fractional shares would
       be paid in cash. The shares of Common Stock would be
       subject to a registration rights agreement with Salton.

Upon the closing of the exchange offer, a new independent board
member designated by the holders of a majority of the Notes
tendered would be added to Salton's Board of Directors, which
board member would be reasonably acceptable to the existing Board
of Directors of Salton.

In connection with the exchange offer, each tendering holder of
2005 Notes would consent to an amendment to the indenture
governing the 2005 Notes to remove substantially all of the
covenants set forth in such indenture.

The closing of the exchange offer is subject to various
conditions, including:

    * holders of at least $75,000,000 of aggregate principal
      amount of the 2005 Notes participating in the exchange
      offer;

    * the execution by the senior lenders and effectiveness of an
      amendment to Salton's senior secured credit facility to,
      among other things, permit the exchange offer; and

    * the execution by the indenture trustee of the amendment to
      the indenture governing the 2005 Notes.

There can be no assurance that these conditions will be satisfied,
that the exchange offer will be consummated or, if consummated,
the exchange offer will reflect the foregoing terms.

None of the securities proposed to be issued in connection with
the exchange offer have been registered under the Securities Act
of 1933, as amended, or any state securities laws and unless so
registered may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws.  This press release does not constitute an
offer to sell or the solicitation of offers to buy any securities
or constitute an offer, solicitation or sale of any security in
any jurisdiction in which such offer, solicitation or sale would
be unlawful.

Salton, Inc., designs, markets and distributes branded, high
quality small appliances, electronics, home decor and personal
care products.  Its product mix includes a broad range of small
kitchen and home appliances, electronics for the home, tabletop
products, time products, lighting products, picture frames and
personal care and wellness products.  The company sells its
products under a portfolio of well recognized brand names such as
Salton(R), George Foreman(R), Westinghouse (TM), Toastmaster(R),
Mellitta(R), Russell Hobbs(R), Farberware(R), Ingraham(R) and
Stiffel(R).  It believes its strong market position results from
its well-known brand names, high quality and innovative products,
strong relationships with its customers base and its focused
outsourcing strategy.

                        *     *     *

As reported in the Troubled Company Reporter on June 17, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Salton Inc. to 'D' from 'CCC'.  At the same time,
Salton's subordinated debt rating was lowered to 'D' from 'CC'.

These actions reflect the announcement by Lake Forest, Illinois-
based Salton that it will not make its interest payment due
June 15, 2005, on its senior subordinated notes that mature on
Dec. 15, 2005.


SEABULK INTERNATIONAL: Moody's Upgrades $150 Million Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings on SEACOR
Holdings Inc.'s senior unsecured notes to Ba1 from Baa3 and
upgraded the ratings on Seabulk International, Inc.'s senior
unsecured notes to Ba3 from B2 following the closing of SEACOR's
acquisition of Seabulk on July 1, 2005.  The outlook is stable.

Rating actions include:

   (1) Assigned a Ba1 Corporate Family Rating (previously referred
       to as the Senior Implied Rating) to SEACOR;

   (2) Downgraded SEACOR's $134.5 million 7.2% senior unsecured
       notes due 2009 and its $200 million 5.875% senior unsecured
       notes due 2012 to Ba1 from Baa3;

   (3) Downgraded SEACOR's shelf registration for senior unsecured
       securities to (P)Ba1 from (P)Baa3, subordinated debt
       securities to (P)Ba2 from (P)Ba1, and preferred stock to
       (P)Ba3 from (P)Ba2;

   (4) Upgraded Seabulk's $150 million floating-rate senior
       unsecured notes due 2013 to Ba3 from B2.

The downgrade of SEACOR's rating reflect:

   (1) the impact of SEACOR acquiring Seabulk which, prior to the
       close of the acquisition, had a Corporate Family Rating
       of B1;

   (2) continuing concerns about SEACOR's business profile
       characterized by frequent changes to its asset mix and
       diversification into highly competitive and capital
       intensive businesses; and

   (3) continuing concerns about SEACOR's financial performance,
       particularly weak historical returns on capital employed.

The outlook is stable but could move to negative if Debt/EBITDA
(excluding gains on asset sales) does not fall to less than 4.0x
as currently anticipated or if net debt/net capital increases from
the current range of 25%-30%.  A move to a positive outlook is not
likely at this time.  However, SEACOR's ratings could be
positively impacted in the future by greater consistency in the
company's ongoing asset mix and growth strategy and demonstration
of substantially higher returns on a sustainable basis.

The downgrade of SEACOR's ratings was based primarily on the
effect of its acquisition of Seabulk, a lower rated entity.  While
the acquisition only resulted in a modest use of cash, SEACOR
assumed approximately $520 million (gross) of Seabulk's debt
obligations which significantly increases SEACOR's net debt.

In the past, SEACOR's strong balance sheet and liquidity have
partially mitigated Moody's concerns about the company's
relatively poor financial performance.  For example, when Moody's
confirmed SEACOR's rating on September 15, 2004 and subsequently
affirmed it on October 14, 2004 in response to SEACOR's announced
acquisition of ERA Aviation, it was noted that the company's large
cash and investment balances exceeded total debt outstanding.

Pro forma for the acquisition, SEACOR's total debt is
approximately $1,110 million at June 30, 2005.  SEACOR is
considering repaying $150 million of Seabulk's debt during the
third quarter of 2005, which would reduce total debt outstanding
to approximately $960 million.  Taking into account the net cash
paid in connection with the acquisition and the expected repayment
of $150 million of Seabulk's debt, SEACOR's cash and investment
balances (cash, cash equivalents, marketable securities,
restricted cash, and a construction reserve fund) should total
approximately $350-$400 million.

Thus, pro forma for both the acquisition and the expected debt
repayment, net debt is approximately $560-$610 million versus
SEACOR's net debt of approximately ($19) million at March 31,
2005.  Because of the value of the equity issued, the transaction
is not leveraging on a gross basis with reported debt/capital
remaining approximately 42-43% (pro forma for the expected debt
repayment).  On a net basis, however, the transaction increases
net debt/net capital from -1% at March 31, 2005 to approximately
26-27% (again, pro forma for the expected debt repayment).

Pro forma assuming the acquisition of Seabulk took place on
January 1, 2004, Moody's estimates that SEACOR would have reported
approximately $176 million in EBITDA in 2004 (excluding gains on
asset sales) resulting in Debt/EBITDA of 5.6x (relative to the
$960 million of debt referred to above) and EBITDA/Interest of
2.9x.  Looking ahead to 2005, for which Moody's estimates pro
forma EBITDA of $240-$250 million (excluding gains on asset sales)
and interest expense of $60 million, Debt/EBITDA and
EBITDA/Interest are expected improve to around 3.8x-4.0x and 4.0x-
4.2x, respectively.  Even with the improvements expected in 2005
relative to 2004 pro forma results, Moody's believes that SEACOR's
key credit metrics are more consistent with its Ba-rated peers
than with Baa-rated peers.

Moody's recognizes that the acquisition of Seabulk provides
certain benefits to SEACOR, including greater scale and
international diversification in the offshore support vessel
market and a position in the U.S. Jones Act tanker market.
Seabulk's offshore support vessels adds to SEACOR's position in
markets where it operates and also gives it an increased presence
in the active West Africa offshore support market.  Seabulk's
tankers and harbor tug division provide relatively steady cash
flow and they also offer diversification benefits because their
financial results are not as directly related to the energy
services cycle as certain of SEACOR's other businesses.  While
recognizing these positives, the acquisition of Seabulk highlights
Moody's continuing concerns about SEACOR's business profile
characterized by frequent changes to its asset mix.

Historically, SEACOR's primary focus has been in operating a fleet
of offshore support vessels serving the oil and gas industry.
However, in recent years, SEACOR has been selling down its fleet
(total vessels have decreased from 301 at the end of 2002 to 207
at the end of March 2005) and venturing into different businesses
including:

   * inland river services,
   * environmental services, and
   * helicopter services.

This year, with the Seabulk transaction, SEACOR is not only adding
to its fleet of offshore support vessels (including the addition
of a number of older vessels, not unlike the ones that SEACOR has
been in the process of disposing of over the last couple of years)
but also seems to be focusing much of its attention on its new
position in the tanker business.  While the company's
diversification strategy could ultimately help to moderate overall
risk relative to a pure-play offshore support company, Moody's
concern is the possibility that SEACOR may one day enter into
businesses that prove to be more competitive than expected or that
SEACOR's management may not adequately focus on the company's
existing core operations because of distractions caused by the
addition of new businesses.  Moody's also notes that many of the
new businesses that SEACOR has entered into in recent periods are
highly competitive, have low barriers to entry, and are relatively
capital intensive.

The downgrade of SEACOR's ratings also reflects Moody's continuing
concerns about SEACOR's financial performance, in particular weak
historical returns on capital employed.  Excluding the Seabulk
acquisition, SEACOR reported operating income (excluding gains on
asset sales) of approximately $18 million and $6 million in 2004
and 2003, respectively.  This, relative to assets excluding
corporate assets such as cash and investments, equates to returns
of only 1.5% and 0.7%, respectively.  Moody's believes that the
Seabulk transaction, with its full purchase price, will not likely
improve SEACOR's returns in a meaningful way.  Also, as noted
above, many of the businesses that SEACOR has entered are highly
competitive and therefore, much higher returns are not likely to
materialize.  Ultimately, any business that fails to earn its cost
of capital over longer periods of time will become distressed.

SEACOR's senior unsecured notes are not notched from its Corporate
Family Rating because even though the parent company has no
operating assets and the company's operating subsidiaries do not
provide an upstream guarantee, there are no significant
liabilities (other than normal trade payables and leases) at the
operating subsidiaries (other than those at Seabulk) and there is
no intention on the part of the company to enter into any new
indebtedness at the subsidiary level or a need to do so in the
foreseeable future given the company's substantial liquidity.

Moody's upgraded the ratings on Seabulk's $150 million floating-
rate senior unsecured notes due 2013 to Ba3 from B2, to reflect
the effects of being acquired by a higher rated entity and its
improving credit profile as a stand-along entity.  Seabulk is now
an unguaranteed subsidiary of SEACOR and will remain the obligor
on the senior notes.  Moody's understands that SEACOR is
considering a guarantee on Seabulk's notes in order to eliminate
certain reporting requirements as specified in the indenture.
Such a guarantee, if made, could result in an upgrade of the
notes.  At the Seabulk level, the notes remain effectively and
structurally subordinated to $206 million of secured non-recourse
Title XI Maritime Administration debt at wholly-owned Lightship
Tankers.

SEACOR Holdings Inc., headquartered in Houston, Texas, is a
provider of marine support and transportation services, primarily
to the oil and gas industry.  Other business activities involve:

   * environmental services,
   * inland river operations, and
   * helicopter transportation services.


SEACOR HOLDINGS: Moody's Downgrades $334 Million Notes to Ba1
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings on SEACOR
Holdings Inc.'s senior unsecured notes to Ba1 from Baa3 and
upgraded the ratings on Seabulk International, Inc.'s senior
unsecured notes to Ba3 from B2 following the closing of SEACOR's
acquisition of Seabulk on July 1, 2005.  The outlook is stable.

Rating actions include:

   (1) Assigned a Ba1 Corporate Family Rating (previously referred
       to as the Senior Implied Rating) to SEACOR;

   (2) Downgraded SEACOR's $134.5 million 7.2% senior unsecured
       notes due 2009 and its $200 million 5.875% senior unsecured
       notes due 2012 to Ba1 from Baa3;

   (3) Downgraded SEACOR's shelf registration for senior unsecured
       securities to (P)Ba1 from (P)Baa3, subordinated debt
       securities to (P)Ba2 from (P)Ba1, and preferred stock to
       (P)Ba3 from (P)Ba2;

   (4) Upgraded Seabulk's $150 million floating-rate senior
       unsecured notes due 2013 to Ba3 from B2.

The downgrade of SEACOR's rating reflect:

   (1) the impact of SEACOR acquiring Seabulk which, prior to the
       close of the acquisition, had a Corporate Family Rating
       of B1;

   (2) continuing concerns about SEACOR's business profile
       characterized by frequent changes to its asset mix and
       diversification into highly competitive and capital
       intensive businesses; and

   (3) continuing concerns about SEACOR's financial performance,
       particularly weak historical returns on capital employed.

The outlook is stable but could move to negative if Debt/EBITDA
(excluding gains on asset sales) does not fall to less than 4.0x
as currently anticipated or if net debt/net capital increases from
the current range of 25%-30%.  A move to a positive outlook is not
likely at this time.  However, SEACOR's ratings could be
positively impacted in the future by greater consistency in the
company's ongoing asset mix and growth strategy and demonstration
of substantially higher returns on a sustainable basis.

The downgrade of SEACOR's ratings was based primarily on the
effect of its acquisition of Seabulk, a lower rated entity.  While
the acquisition only resulted in a modest use of cash, SEACOR
assumed approximately $520 million (gross) of Seabulk's debt
obligations which significantly increases SEACOR's net debt.

In the past, SEACOR's strong balance sheet and liquidity have
partially mitigated Moody's concerns about the company's
relatively poor financial performance.  For example, when Moody's
confirmed SEACOR's rating on September 15, 2004 and subsequently
affirmed it on October 14, 2004 in response to SEACOR's announced
acquisition of ERA Aviation, it was noted that the company's large
cash and investment balances exceeded total debt outstanding.

Pro forma for the acquisition, SEACOR's total debt is
approximately $1,110 million at June 30, 2005.  SEACOR is
considering repaying $150 million of Seabulk's debt during the
third quarter of 2005, which would reduce total debt outstanding
to approximately $960 million.  Taking into account the net cash
paid in connection with the acquisition and the expected repayment
of $150 million of Seabulk's debt, SEACOR's cash and investment
balances (cash, cash equivalents, marketable securities,
restricted cash, and a construction reserve fund) should total
approximately $350-$400 million.

Thus, pro forma for both the acquisition and the expected debt
repayment, net debt is approximately $560-$610 million versus
SEACOR's net debt of approximately ($19) million at March 31,
2005.  Because of the value of the equity issued, the transaction
is not leveraging on a gross basis with reported debt/capital
remaining approximately 42-43% (pro forma for the expected debt
repayment).  On a net basis, however, the transaction increases
net debt/net capital from -1% at March 31, 2005 to approximately
26-27% (again, pro forma for the expected debt repayment).

Pro forma assuming the acquisition of Seabulk took place on
January 1, 2004, Moody's estimates that SEACOR would have reported
approximately $176 million in EBITDA in 2004 (excluding gains on
asset sales) resulting in Debt/EBITDA of 5.6x (relative to the
$960 million of debt referred to above) and EBITDA/Interest of
2.9x.  Looking ahead to 2005, for which Moody's estimates pro
forma EBITDA of $240-$250 million (excluding gains on asset sales)
and interest expense of $60 million, Debt/EBITDA and
EBITDA/Interest are expected improve to around 3.8x-4.0x and 4.0x-
4.2x, respectively.  Even with the improvements expected in 2005
relative to 2004 pro forma results, Moody's believes that SEACOR's
key credit metrics are more consistent with its Ba-rated peers
than with Baa-rated peers.

Moody's recognizes that the acquisition of Seabulk provides
certain benefits to SEACOR, including greater scale and
international diversification in the offshore support vessel
market and a position in the U.S. Jones Act tanker market.
Seabulk's offshore support vessels adds to SEACOR's position in
markets where it operates and also gives it an increased presence
in the active West Africa offshore support market.  Seabulk's
tankers and harbor tug division provide relatively steady cash
flow and they also offer diversification benefits because their
financial results are not as directly related to the energy
services cycle as certain of SEACOR's other businesses.  While
recognizing these positives, the acquisition of Seabulk highlights
Moody's continuing concerns about SEACOR's business profile
characterized by frequent changes to its asset mix.

Historically, SEACOR's primary focus has been in operating a fleet
of offshore support vessels serving the oil and gas industry.
However, in recent years, SEACOR has been selling down its fleet
(total vessels have decreased from 301 at the end of 2002 to 207
at the end of March 2005) and venturing into different businesses
including:

   * inland river services,
   * environmental services, and
   * helicopter services.

This year, with the Seabulk transaction, SEACOR is not only adding
to its fleet of offshore support vessels (including the addition
of a number of older vessels, not unlike the ones that SEACOR has
been in the process of disposing of over the last couple of years)
but also seems to be focusing much of its attention on its new
position in the tanker business.  While the company's
diversification strategy could ultimately help to moderate overall
risk relative to a pure-play offshore support company, Moody's
concern is the possibility that SEACOR may one day enter into
businesses that prove to be more competitive than expected or that
SEACOR's management may not adequately focus on the company's
existing core operations because of distractions caused by the
addition of new businesses.  Moody's also notes that many of the
new businesses that SEACOR has entered into in recent periods are
highly competitive, have low barriers to entry, and are relatively
capital intensive.

The downgrade of SEACOR's ratings also reflects Moody's continuing
concerns about SEACOR's financial performance, in particular weak
historical returns on capital employed.  Excluding the Seabulk
acquisition, SEACOR reported operating income (excluding gains on
asset sales) of approximately $18 million and $6 million in 2004
and 2003, respectively.  This, relative to assets excluding
corporate assets such as cash and investments, equates to returns
of only 1.5% and 0.7%, respectively.  Moody's believes that the
Seabulk transaction, with its full purchase price, will not likely
improve SEACOR's returns in a meaningful way.  Also, as noted
above, many of the businesses that SEACOR has entered are highly
competitive and therefore, much higher returns are not likely to
materialize.  Ultimately, any business that fails to earn its cost
of capital over longer periods of time will become distressed.

SEACOR's senior unsecured notes are not notched from its Corporate
Family Rating because even though the parent company has no
operating assets and the company's operating subsidiaries do not
provide an upstream guarantee, there are no significant
liabilities (other than normal trade payables and leases) at the
operating subsidiaries (other than those at Seabulk) and there is
no intention on the part of the company to enter into any new
indebtedness at the subsidiary level or a need to do so in the
foreseeable future given the company's substantial liquidity.

Moody's upgraded the ratings on Seabulk's $150 million floating-
rate senior unsecured notes due 2013 to Ba3 from B2, to reflect
the effects of being acquired by a higher rated entity and its
improving credit profile as a stand-along entity.  Seabulk is now
an unguaranteed subsidiary of SEACOR and will remain the obligor
on the senior notes.  Moody's understands that SEACOR is
considering a guarantee on Seabulk's notes in order to eliminate
certain reporting requirements as specified in the indenture.
Such a guarantee, if made, could result in an upgrade of the
notes.  At the Seabulk level, the notes remain effectively and
structurally subordinated to $206 million of secured non-recourse
Title XI Maritime Administration debt at wholly-owned Lightship
Tankers.

SEACOR Holdings Inc., headquartered in Houston, Texas, is a
provider of marine support and transportation services, primarily
to the oil and gas industry.  Other business activities involve:

   * environmental services,
   * inland river operations, and
   * helicopter transportation services.


TEGAL CORP: Recurring Losses Trigger Going Concern Doubt
--------------------------------------------------------
Moss Adams, LLP, expressed substantial doubt about Tegal
Corporation's (Nasdaq:TGAL) 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
recurring losses and an inability to generate sufficient cash
flows to sustain operations.  The Company received a similar
opinion from its previous auditors, PricewaterhouseCoopers, LLP,
contained in its 2004 Annual Report.

Tegal Corporation -- http://www.tegal.com/-- provides process and
equipment solutions to leading edge suppliers of advanced
semiconductor and nanotechnology devices. Incorporating unique,
patented etch and deposition technologies, Tegal's system
solutions are backed by over 35 years of advanced development and
over 100 patents. Some examples of devices enabled by Tegal
technology are energy efficient memories found in portable
computers, cell phones, PDAs and RFID applications; megapixel
imaging chips used in digital and cell phone cameras; power
amplifiers for portable handsets and wireless networking gear; and
MEMS devices like accelerometers for automotive airbags,
microfluidic control devices for ink jet printers; and laboratory-
on-a-chip medical test kits.


TORCH OFFSHORE: Lenders Object to Debtor Hiring New Counsel
-----------------------------------------------------------
Regions Bank and Export Development Canada, secured lenders of
Torch Offshore, Inc., and its debtor-affiliates, tell the U.S.
Bankruptcy Court for the Eastern District of Louisiana they object
to the company's application to employ Lugenbuhl, Wheaton, Peck,
Rankin, & Hubbard, as their new bankruptcy counsel.

The lenders learned that the Debtors' former professionals were
terminated at a Board of Directors' meeting held on June 20, 2005.

According to Regions Bank and Export Development, the two
directors -- Lyle and Lana Stockstill -- are insider equity
holders who have conflicts of interest.  The directors' actions,
the lenders contend, are not aligned to their fiduciary duties to
the estates' creditors.

The lenders assert that termination of Jan Marie Hayden, Esq., at
Heller, Draper, Hayden, Patrick & Horn, L.L.C., and Lawrence A.
Larose, Esq., at King & Spalding LLP, was inappropriate when
counsel had fulfilled duty of representation to the Debtors in
attempting to maximize recovery for creditors.

Regions Bank and Export Development remind the Court of the
Stockstills' objection to the sale of the Debtors' vessels.  The
Stockstills were given until June 17, 2005, to provide a financial
commitment to pay the Debtors' creditors and in turn, the Court
agreed to halt the sale of the vessels.  But, since the
Stockstills were unable to produce the financial commitment, then
they were deemed to have accepted the sale of the vessels to Cal
Dive, the lenders say.  The termination of the Debtors'
professionals, the lenders insist, is nothing more than a crafty
way to undermine the sale.

The Debtors' third director, Jere Schopf, resigned soon after his
vote to continue the retention of the professionals was
overpowered by the Stockstills'.  In a letter of resignation from
the Board, Mr. Schopf expressed disappointment over the decision
of the other two directors to terminate the professionals.  He
even called the decision irresponsible.  Mr. Schopf cited in his
letter that the Stockstills' reason for terminating Heller Draper
and King & Spalding was because they believe that the Firm did not
properly represent their interests specifically in blocking the
sale of the vessels.

The lenders remind the Court that Mr. and Mrs. Stockstill's
decision to terminate Bridge Associates as the Debtors'
restructuring advisors constituted an immediate default under the
DIP Loan Agreement.  On June 29, 2005, the Bankruptcy Court
approved the joint motion by the Company and Bridge Associates
L.L.C. to revoke that termination.  As a result, the
previously announced default under the DIP Facility has been
cured.  Regions Bank and Export Development say they are still
mystified how Mr. and Mrs. Stockstill thought the Debtors would
continue their bankruptcy proceedings without any funds.

William T. Finn, Esq., Leann O. Moses, Esq., at Carver Darden
Koretzky Tessier Finn Blossman & Areaux, L.L.C., represent Regions
Bank.

Edward H. Arnold, III, Esq., at Baker, Donelson, Bearman,
Caldwell, & Berkowitz, P.C., represents Export Development Canada.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  When the Debtors filed for protection from their
creditors, they listed $201,692,648 in total assets and
$145,355,898 in total debts.


TOTAL COMPASSIONATE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Total Compassionate Care, Inc.
        dba Americare Professionals
        1703 Strickland
        P.O. Box 68
        Orange, Texas 77631

Bankruptcy Case No.: 05-11064

Type of Business: The Debtor offers home health care services.

Chapter 11 Petition Date: July 6, 2005

Court: Eastern District of Texas (Beaumont)

Debtor's Counsel: Frank J. Maida, Esq.
                  Maida Law Firm P.C.
                  4320 Calder Avenue
                  Beaumont, Texas 77706-4631
                  Tel: (409) 898-8200
                  Fax: (409) 898-8400

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Orange Savings Bank           Overdraft in checking     $295,573
P.O. Box 730                  account
Orange, TX 77631

James and Frances Sanchez     Loan                      $125,840
6409 Hazelwood
Orange, TX 77632

Orange Savings Bank           Security agreement        $838,414
P.O. Box 730                  Value of security:
Orange, TX 77631              $763,693

Internal Revenue Service      941 Taxes                  $46,780
Special Procedures Branch
Attn: BK Sec.,
M.Code 5024HOU
1919 Smith Street
Houston, TX 77002

Hibernia National Bank        Loan                       $30,675
P.O. Box 61336
New Orleans, LA 70161

Pro Med Medical &             Purchase of goods          $27,968
Respiratory Supply
1269 North Main
Vidor, TX 77662

Texas Workforce Commission    State unemployment         $23,647
c/o Atty. General's Office    taxes
P.O. Box 12548
Austin, TX 78711-2548

Texas Workforce Commission    State unemployment          $9,083
c/o Atty. General's Office
P.O. Box 12548
Austin, TX 78711-2548

Internal Revenue Service      940 Taxes                   $8,876
Special Procedures Branch
Attn: BK Sec., M.Code 5024HOU
1919 Smith Street
Houston, TX 77002

U.S. Bank                     Credit card purchases       $7,122
P.O. Box 790408
St. Louis, MO 63179-0408

Advanta Bank Corp.            Purchase of goods           $5,493
P.O. Box 8088
Philadelphia, PA 19101-8088

Internal Revenue Service      941 - 2nd Qtr. 2005         $4,200
Special Procedures Branch
Attn: BK Sec., M.Code 5024HOU
1919 Smith Street
Houston, TX 77002

Orange Savings Bank           Overdraft in checking       $3,237
P.O. Box 730                  account
Orange, TX 77631

Hibernia National Bank        Credit card purchases       $2,519
P.O. Box 6017
New Orleans, LA 70160-0175

McLeod USA                    Services                    $2,276
P.O. Box 3243
Milwaukee, WI 53201-3243

Ikon Financial Services       Purchase of goods           $2,040
P.O. Box 650016
Dallas, TX 75265

Capital One F.S.B.            Credit card purchases       $1,526
P.O. Box 650010
Dallas, TX 75265-0010

Internal Revenue Service      Pentalties for                $999
Special Procedures Branch     941 - 1st Qtr.
Attn: BK Sec., M.Code 5024HOU
1919 Smith Street
Houston, TX 77002

Allstate/American Life        Medical                       $828
Insurance Co.
P.O. Box 650514
Dallas, TX 75265-0514

BBC Human Resources           Services                      $712
1609 South Chestnut,
Suite 201
Lufkin, TX 75901


TRACE INT'L: 2nd Cir. Says Ex-Officers Wrongly Denied Jury Trial
----------------------------------------------------------------
In a decision date June 30, 2005, the U.S. Court of Appeals for
the Second Circuit vacated a lower court decision that had been
viewed as a stern warning for directors and officers of private
companies, remanding it for jury trial.

The appeals court found that in the 2003 decision of Pereira v.
Cogan, et al. (2003 U.S. Dist. LEXIS 7818), United States District
Judge Robert Sweet erred in denying the defendant directors and
officers of (now-bankrupt) Trace International Holdings, Inc., of
their request for a jury trial.  The Second Circuit also found
that the Trustee in the case, John S. Pereira, did not have
standing to bring due care claims because while "corporate
officers and directors owe fiduciary duties to creditors when a
corporation is insolvent in fact, these duties do not expand the
circumscribed rights of the trustee, who may only assert claims of
the bankrupt corporation, not its creditors."

The Second Circuit also ruled that the district court erred in
applying the Cash Flow and Capital Adequacy test to determine
insolvency, explaining that "the Cash Flow test does not accord
exactly with either Delaware definition," as it "projects into the
future to determine whether capital will remain adequate over time
while the Delaware test looks solely at whether the corporation
has been paying bills on a timely basis and/or whether its
liabilities exceed its assets."

A full-text copy of the Second Circuit's majority decision is
available at no charge at http://ResearchArchives.com/t/s?5b A
full-text copy of Circuit Judge Jon O. Newman's concurring opinion
is available at no charge at http://ResearchArchives.com/t/s?5c

"Mr. Cogan and the other defendants are very pleased with the
appellate court's decision," William W. Pritchard, Esq., attorney
for Marshall Cogan who was Trace's controlling shareholder,
Chairman, CEO and a former director, said.  "They were denied a
jury trial and were wrongly judged due to the lower court's and
Trustee's disregard for Delaware law."  He added that Mr. Cogan
had settled with the Trustee prior to this appellate decision.

Trace international Holdings, Inc., and Trace Foam Sub, Inc.,
filed for chapter 11 protection on July 21, 1999 (Bankr. S.D.N.Y.
Case Nos. 99-B-10425 and 99-B-10426 (SMB)).  Barry N. Seidel,
Esq., at King & Spalding LLP, represents the Debtors.  Trace
reported $136,322,000 in assets and $266,455,000 in its
bankruptcy petition.  On Jan. 24, 2000, the Bankruptcy Court
signed an order converting the cases to chapter 7 liquidation
proceedings and the U.S. Trustee appointed John S. Pereira to
serve as the Chapter 7 Trustee.  Harold D. Jones, Esq., at Jaspan
Schlesinger Hoffman LLP, represents the Chapter 7 Trustee.


TUBETEC INC: Wants Exclusive Period Extended to August 23
---------------------------------------------------------
Tubetec Inc. asks the U.S. Bankruptcy Court for the Middle
District of Florida for an extension until August 23, 2005, of the
time within which it has the exclusive right to file a plan of
reorganization.  The Debtor also wants the Court to extend until
October 21, 2005, its exclusive plan solicitation period.

The Debtor explains it needs additional time to assess its
operations in order to formulate a viable and confirmable plan of
reorganization.

Headquartered in Sanford, Florida, Tubetec Inc., --
http://www.tubetec.com/-- develops stainless steel fittings for
the pulp and paper industry.  The Company filed for chapter 11
protection on February 24, 2005 (Bankr. M.D. Fl. Case No.
05-01717).  Elizabeth A. Green, Esq., at Gronek & Latham, LLP,
represents the Debtor in its restructuring efforts.  The Debtor
reported $10 to $50 million in total assets and $10 to $50 million
in total debts when it sought protection from its creditors.


US AIRWAYS: Tudor Group Commits $65 Million in New Equity Funding
-----------------------------------------------------------------
America West Group Holdings (NYSE: AWA) and US Airways Group, Inc.
(OTC Bulletin Board: UAIRQ) disclosed that Tudor Investment Corp.,
a leading asset management firm, has made a $65 million commitment
to provide equity funding for US Airways' Plan of Reorganization
in exchange for approximately 3.9 million shares of new common
stock at a price of $16.50 per share.  Funding will occur along
with other equity investments upon completion of the merger.

"The inclusion of Tudor as a new equity partner is a clear
indication that investors continue to find great potential in our
proposed merger with America West Airlines," said Bruce R.
Lakefield, US Airways president and chief executive officer.  "We
are making tremendous progress in completing a merger that will
provide the combined airline financial stability in this highly
competitive marketplace."

The Tudor Group, which consists of Tudor Investment Corporation
and its affiliates, is involved in active trading, investing, and
research in the global equity, debt, currency, and commodity
markets.  Founded in 1980 by Paul Tudor Jones II, the firm
currently manages over $11 billion.  The firm's investment
capabilities are broad and diverse, including global macro
trading, fundamental equity investing in the United States and
Europe, emerging markets, venture capital, commodities, event
driven strategies and technical trading systems.

The other equity partners funding the US Airways' Plan and merger
with America West are:

   -- ACE Aviation Holdings Inc., ($75 million commitment) a
      Canadian holding company that owns Air Canada, Canada's
      largest airline with over $7.5 billion in annual revenues;

   -- PAR Investment Partners, L.P., ($100 million commitment) a
      Boston-based investment firm;

   -- Peninsula Investment Partners, L.P., ($50 million
      commitment) a Virginia-based investment firm; and

   -- Eastshore Holdings LLC, ($125 million commitment and
      agreement to provide regional airline services), which is
      owned by Air Wisconsin Airlines Corp., and its shareholders.

The rights offering could provide an additional $150 million of
equity financing.

As announced, the merger will be funded by $565 million in new
equity investment and participation by suppliers and business
partners that will provide the company with approximately
$1.5 billion in liquidity.  Terms of the Tudor agreement have been
filed with the U.S. Bankruptcy Court for the eastern district of
Virginia, where the US Airways case is being heard.

The US Airways and America West merger, which is expected to close
in the early fall, will create the first full-service low-cost
nationwide airline, with a consumer-friendly pricing structure
offering a network of low-fare service to over 200 cities across
the United States, Canada, Mexico, Latin America, the Caribbean
and Europe, and amenities that include an extensive frequent flyer
program, airport clubs, assigned seating and First Class cabin
service.  The airline will operate under the US Airways brand and
will be headquartered in Tempe, Ariz.

The U.S. Department of Justice has completed its review of the
proposed merger of the two airlines without issuing a formal
request for additional information.  Since the 30-day period for
alternative offers on the proposed merger ended without any
competing offers having been submitted, and since there are no
qualified competing plan proposals, US Airways will proceed to
seek confirmation of its Plan implementing the merger agreement
and investment agreements.

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.


USG CORP: Equity Panel's Retention of Houlihan Draws Fire
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Mirant
Corporation and its debtor-affiliates' chapter 11 cases objected
to the Statutory Committee of Equity Security Holders retention of
Houlihan Lokey Howard & Zukin Capital as financial advisor.

The Committee says that although the United States Trustee
recently appointed the Equity Committee at the urging of certain
equity holders, it is beyond dispute that the interests of equity
have been appropriately protected by the Debtors since the
inception of their bankruptcy cases.  The Debtors have
consistently argued that they are solvent and that there will be a
substantial recovery for equity holders.

Michael R. Lastowski, Esq., at Duane Morris LLP, in Wilmington,
Delaware, reminds the Court that to date, there are already four
financial advisors retained and being compensated by the Debtors'
estates.  In light of this, the Creditors Committee can see no
need for the Equity Committee's retention of a financial advisor
at this time.

In that the Equity Committee is aligned with the Debtors in
contending that they are solvent, both the Debtors and the
Creditors Committee can continue to make their financial advisors
available to the Equity Committee to share information as
necessary in the coming months while the estimation and structure
litigation proceeds, Mr. Lastowski suggests.  There is a limited
role, if any, for the financial advisors to serve in that
litigation, and, as to the possible federal legislation, the
Court has already stated that the financial advisors in the
Debtors' cases should not play any role compensable by the
bankruptcy estates.

Accordingly, the Creditors Committee submits that the retention
of Houlihan Lokey Howard & Zukin Capital is unnecessary at this
time, and can be deferred until the time when the Equity
Committee can demonstrate that it requires its own financial
advisor for purposes of negotiation towards a plan of
reorganization.

Should the Court permit the Equity Committee to retain Houlihan
Lokey now, then the firm's fee structure should be substantially
modified to more reasonable reflect the realities of the Debtors'
cases and to coincide with the actual work the firm would
perform, Mr. Lastowski argues.  Houlihan's fixed $100,000 monthly
fee is excessive and unreasonable given the posture of the
Debtors' cases, Mr. Lastowski says.  There are number of options
available as reasonable alternatives.  For example, Mr. Lastowski
notes, Houlihan can be retained on an hourly rate basis rather
than a flat monthly fee, or its monthly rate can be capped at a
lower level or by a maximum implied hourly rate.

The Creditors Committee also objects to the various Transaction
Fees requested in the Equity Committee's Application.  The Equity
Committee appears to seek to compensate Houlihan Lokey "for every
conceivable outcome" in the Debtors' cases, whether or not the
firm actually plays a meaningful role in achieving that outcome.
The Creditors Committee point out that while the Transaction Fee
is purportedly payable from equity recoveries, the fact is that
the fees will come from the Estates, regardless of when the check
is actually written.

There are numerous debtors, other defendant companies, creditors,
legislators and other interested parties that have been working
tirelessly in an effort to achieve a federal asbestos reform.
The proposed legislation has been negotiated in Congress for
years preceding Houlihan's proposed retention, yet, Mr. Lastowski
notes, Houlihan seeks a Transaction Fee if Congress passes that
bill into law.  Significantly, the Court has already stated that
legislative efforts are not compensable for professionals
retained in the Debtors' bankruptcy cases.

The Creditors Committee believes that there is no legitimate
reason for Houlihan to be paid the Transaction Fee when, whatever
type of transaction ultimately results in the conclusion of these
cases, that result will be the culmination of the efforts of all
the retained professionals, on behalf of all the constituencies.

The Creditors Committee also believes that the fact that the
Transaction Fee is to be paid out of equity's recovery is
irrelevant; ultimately, all administrative expenses in these
cases are being paid out of equity's potential recovery.
Accordingly, the Creditors Committee does not agree that the
Transaction Fees are warranted.

                  PD Committee Joins Objection

The Official Committee of Asbestos Property Damage Claimants
objects to Houlihan Lokey's retention on three grounds:

   1. It is patently unfair for the Equity Committee to be
      allowed to retain a financial advisor when the PD Committee
      has been denied that right;

   2. The Equity Committee and the Debtors are sufficiently
      aligned that they can share the same financial advisor; and

   3. The terms of the proposed retention are extraordinary,
      especially as compared with the terms of the other
      financial advisors retained the Debtors' cases.

The PD Committee recounts that early in the Debtors' Chapter 11
cases, Judge Newsome admonished the PD Committee against seeking
a financial advisor.  As a result, the PD Committee obediently
operated without a financial advisor for four years.  Instead,
the PD Committee has conferred with the financial advisor of the
Official Committee of Personal Injury Claimants, "episodically
and not nearly as often or candidly as it would wish to confer
with its own financial advisor."

Moreover, the PD Committee contends that the Equity Committee has
no better ally than the Debtors, who have consistently led the
cause for substantial recoveries to equity in their cases.  The
Debtors' vigorous negotiations and litigation tactics to provide
substantial recoveries to equity, whether successful or not,
indicates that they have been fulfilling their fiduciary duties
to their equity security holders.  Accordingly, no reason exists
why the Equity Committee cannot utilize analyses of the Debtors'
financial advisor.

The PD Committee also says it is unaware of any financial advisor
that has sought, or of any court that has allowed, a transaction
or success fee to a financial advisor for a Congressional
resolution of asbestos litigation or of any other matter.  The PD
Committee asserts that Houlihan's "insistence on such a fee is
simply obnoxious."

According to the PD Committee, until the Debtors are proven
solvent, if the Court approves the Application, the holders of
asbestos-related and other unsecured claims are in effect
subsidizing the substantial monthly fees for their future
recoveries.

Thus, the PD Committee asks Judge Fitzgerald to deny the Equity
Committee's Application.

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.


VERITAS SOFTWARE: S&P Withdraws Low-B Ratings at Company's Request
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit and 'BB-' subordinated debt ratings for Veritas Software
Corp., and removed it from CreditWatch, where it was placed on
December 16, 2004.

"The CreditWatch placement followed the announced merger agreement
of Veritas Software Corp. with unrated Symantec Corp. in an all-
stock transaction valued at about $13.5 billion," said Standard &
Poor's credit analyst Philip Schrank.  The transaction closed on
July 2, 2005.  At the request of Veritas Software Corp., and its
new parent Symantec Corp., the ratings are being withdrawn.


VOCALTEC COMMS: Auditors Express Going Concern Doubt in Form 20-F
-----------------------------------------------------------------
Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global,
expressed substantial doubt about VocalTec Communications Ltd.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended Dec. 31,
2004.  The qualified opinion relates to the fact that as a result
of recurring net losses and negative cash flows from operations,
the Company anticipates that additional funding from external
sources will need to be raised in order to sustain operations.

VocalTec management said in a press release this week that it is
working relentlessly, with its financial advisors and potential
investors, to obtain the necessary funds for the company.  But, as
of the date of the filing of the annual report, the Company has
been unable to finalize any agreement to raise the additional
capital needed to sustain its operations.

VocalTec Communications Ltd. -- http://www.vocaltec.com/-- is a
telecom equipment provider offering next generation network (NGN)
VoIP carrier class call control and hosted telephony platforms.
Our customer base spans more than 100 countries and includes
Deutsche Telekom, Intelcom San Marino (subsidiary of Telecom
Italia Sparkle), RomTelecom and Hanoi Telecom. The company's
flagship Essentra(R) Softswitch Platform offers carriers a rich
set of residential and enterprise telephony services, supporting
both legacy and advanced IP based multimedia devices. VocalTec's
products provide carriers with call control, interface to legacy
telephone systems as well as peering with other NGN. Being first
to the VoIP market, VocalTec continues to offer most innovative
and advanced telecommunication solutions for carriers and service
providers who migrate from legacy TDM to NGN.  VocalTec is
headquartered in Israel.  The company's balance sheet showed $12
million in assets at Dec. 31, 2004.


WESTERN REFINING: Moody's Rates $200 Million Secured Debt at B2
---------------------------------------------------------------
Moody's rated Western Refining Company's pending $200 million of
senior first secured credit facilities.  The financing will
refinance existing debt and, together with cash flow, fund
approximately $320 million of upgrading capital spending in the
2005 through 2007 timeframe.  Moody's does not rate WRC's pending
$150 million 5-year secured bank revolver, secured by a first lien
on inventory and receivables by a borrowing base formula involving
eligible collateral.

With a stable rating outlook, Moody's took these rating actions:

   1) Confirmed a B2 Corporate Family Rating (formerly named the
      Senior Implied Rating).

   2) Assigned a B2 rating to a $200 million 7-year secured term
      loan, including a $50 million delayed draw portion, secured
      by a first lien on all fixed assets, including WRC's 107,000
      barrel per day El Paso, Texas refinery.

WRC is currently a low complexity refinery currently needing
roughly 90% of its crude oil throughput to be light sweet crude
oil in order to optimize its product mix in its given markets.
The refinery has met Moody's operating expectations since Moody's
first rated WRC in August 2003.  Assuming successful project
completions, a heavy 2005 and 2006 capital spending program is
designed to move the refinery up to medium complexity status by
2007 and with substantially greater desulphurization capacity to
enable it to run up to 50% of its crude oil diet with cheaper
light sour crude oil.  The projects are intended to enable WRC to
run cheaper high sulfur crude oil and also produce a higher value
product yield per crude oil throughput barrel while also meeting
stricter mandatory low sulfur transportation fuels specifications.

The B2 Corporate Family Rating is restrained by:

   * WRC's current status as a low complexity refinery, currently
     relying almost exclusively on higher cost light sweet crude
     oil, producing a relatively low proportion of premium
     gasoline and low sulfur diesel, and generating lower margins
     relative to more complex regional refineries;

   * comparatively heavy 2006 capital spending (and related
     inherent project risk) needed to upgrade WRC's complexity,
     thereby boosting its value-adding capacity;

   * elevated leverage after project completion;

   * inherent sector cyclicality; and

   * the inherent downtime risk associated with WRC's status as a
     single refinery.

Downtime risk is partly tempered by redundancy in its atmospheric
and vacuum distillation units but not in its value adding
catalytic cracker and reformer units.

During the heavy capital program, 2006 capital spending could
exceed cash flow by as much as $125 million to $150 million with
the shortfall expected to be funded with proceeds of the $200
million term loan.  Furthermore, cash distributions to WRC's
partners will be permitted under the terms of Western's loan
agreements.  The ratings are also restrained at this point by the
dynamic evolving nature of WRC's regional market.

The secured $200 million term loan rating is not notched above the
CFR rating because it is secured principally by a single refinery
of currently modest complexity whose collateral value is directly
linked to the risks and opportunities already embedded in the B2
CFR rating.

The ratings are supported by:

   * WRC's long-standing regional business position;

   * expected supportive margins through 2005 and possibly
     into 2006;

   * WRC's control over the key 450 mile pipeline feeding crude
     oil to the refinery;

   * WRC's firm access to refined product pipelines moving its
     production into the:

     -- Arizona,
     -- New Mexico, and
     -- Juarez, Mexico markets; and

   * low present leverage after debt reduction with some of the
     proceeds of the sale of the Kaston product pipeline and with
     cash flow driven by very strong sector refining margins.

The ratings are also supported by adequately sound operations and
significantly increased crude oil and intermediate feedstock
throughput since acquiring Chevron's northern share of the
refinery's processing units in August 2003 and assuming
operational control over the integrated refinery at that time.

Additionally, Moody's notes diminished structural risk to regional
margins, at this point, due to the considerable difficulty
Longhorn Pipeline continues to have in attempting to win Gulf
Coast refined product shippers and to win material market share in
the destination El Paso and Southwest markets.  Moody's also notes
WRC's projected ability to largely fund currently budgeted
upgrading and low sulfur fuels capital spending with pro-forma
cash balances, reasonably expected cash flow, and roughly $50
million of delayed draw term loan borrowings.  Near-term liquidity
is also aided by low principal payments, with the term loan
amortizing at a low $500,000 per quarter with a large balloon at
the 7 year maturity.

A positive outlook and, possibly, a rating one notch higher than
current ratings would be considered when WRC successfully
completes its projects and demonstrates an ability to reasonably
attain design performance.  An upgrade would need to be supported
by:

   * an adequately sound margin outlook at the time;

   * a sound capital structure at the time;

   * an expectation that leverage would decline; and

   * that any acquisitions would be funded up front by an adequate
     mix of common equity, internal funds, and debt.

The $150 million revolver would be undrawn at closing but Moody's
expects outstanding letters of credit, supporting crude oil
purchases, to average in the range of $50 million to $100 million,
depending on the time of the month.  Surging oil prices could push
letter of credit requirements higher given the impact on crude oil
costs and inventory investment.

The initial term loan balance would be $150 million, with the
remaining $50 million available to fund subsequent capital
expenditures.  Initial term loan proceeds will refinance
approximately $53 million of term loan debt and add roughly $92
million to cash balances.

Pro-forma liquidity would include approximately $135 million in
cash and roughly $100 million of availability under the bank
revolver to fund working capital needs (assuming outstanding $50
million of outstanding letters of credit.  The pro-forma March 31,
2005 capital structure would include $150 million of term debt and
approximately $148 million in net worth.  Net worth at December
31, 2005 could approximate $180 million at the current pace of
profitability.

After $81 million of EBITDA in 2004, Moody's currently estimates
$115 million to $140 million of EBITDA in 2005 and, in the event
that sector margins moderate to levels roughly equivalent to the
2002 through 2004 three year average, roughly $70 million to $80
million of EBITDA in 2006.  Moody's estimates $7.5 million to $8.5
million of interest expense and almost $100 million in capital
spending in 2005.  In 2006, Moody's estimates $14 million to $16
million of in interest expense and at least $210 million in
capital spending.

WRC's current ownership and operating structures date from
management's acquisition in August 2003 of Chevron's adjacent
55,000 bpd El Paso, Texas refinery.  Under an operating agreement,
Chevron had operated both its own unit and WRC's adjacent 53,000
bpd refinery as a single refinery since 1993, running roughly
85,000 bpd of crude oil and 5,000 bpd of intermediate feed through
the combined complex.  Chevron's portion consisted principally of
a 55,000 barrel per day atmospheric distillation tower and a
22,000 barrel per day vacuum distillation tower.

Previously, WRC's management acquired WRC's portion of the
refinery in 2000, retired the associated acquisition debt in April
2003, and had been involved with the management of its 53,000 bpd
unit since 1993.

WRC could eventually face margin moderation, or possibly pressure,
if the Longhorn Pipeline begins to deliver significant new refined
product volume into WRC's region.  At some point in the future,
Moody's believes that Longhorn could be owned by an industry
pipeline that could integrate into the larger Gulf Coast to
Southwestern U.S. refined product pipeline network.  At least in
theory, Longhorn's nameplate capacity could eventually deliver up
to 200,000 barrels per day of new refined product volume into
WRC's region.

Western Refining is headquartered in El Paso, Texas.


WESTERN WIRELESS: Alltel Inks Agreement with DoJ on Merger
----------------------------------------------------------
ALLTEL Corporation reached an agreement with the U.S. Department
of Justice related to the company's pending merger with Western
Wireless Corporation.

Under the agreement, Alltel will divest 16 markets in Arkansas,
Kansas and Nebraska now owned and operated by Western Wireless.
The divestiture agreement includes all the assets - licenses,
retail stores, employees and cell sites - used to operate the CDMA
(Code Division Multiple Access) wireless business in those
markets.  The company also will divest the Cellular One brand that
is owned by Western Wireless.

The divestiture of the CDMA operations includes:

   * one market in Arkansas that covers Columbia, Hempstead,
     Lafayette and Nevada counties;

   * six markets that include all of Western Wireless' operations
     in Kansas; and

   * nine markets that include all of Western Wireless' operations
     in Nebraska with the exception of Lincoln, Neb.

In addition to the Lincoln market, Alltel will retain ownership of
the entire PCS spectrum now held by Western Wireless as well as
all assets used solely to operate Western Wireless' GSM roaming
business.

Alltel and Western Wireless will complete the merger later this
summer, pending receipt of approvals from the Federal
Communications Commission, the U.S. federal district court in
Washington, D.C., and Western Wireless' stockholders. Western
Wireless has scheduled a shareholder vote on the merger proposal
for July 29.

                          About Alltel

Alltel is a customer-focused communications company with more than
13 million customers and $8 billion in annual revenues.  Alltel
provides wireless, local telephone, long-distance and broadband
data services to residential and business customers in 27 states.

                     About Western Wireless

Headquartered in Bellevue, Washington, Western Wireless
Corporation (NASDAQ:WWCA) provides communications services in the
Western United States.  The company owns and operates wireless
phone systems marketed primarily under the Cellular One(R)
national brand name in 19 western states.  Western Wireless
currently serves 1,231,200 customers.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2005,
Standard & Poor's Ratings Services placed its ratings for Little
Rock, Arkansas-based diversified telecommunications provider
ALLTEL Corp., including the 'A' long-term and 'A-1' short-term
corporate credit ratings, and related entities on CreditWatch with
negative implications.  At the same time, ratings for Bellevue,
Washington-based regional wireless communications provider Western
Wireless Corp., including the 'B-' corporate credit rating, were
placed on CreditWatch with positive implications.


WILLIAMS SCOTSMAN: Amends Tender Offer for Senior Notes
-------------------------------------------------------
Williams Scotsman, Inc., is amending its previously announced
tender offer and consent solicitation for any and all of its
outstanding 9-7/8% Senior Notes due 2007 and for any and all of
its outstanding 10% Senior Secured Notes due 2008 by:

     (i) extending the Consent Date to 5:00 P.M., New York City
         time, on July 21, 2005, unless further extended or
         terminated;

    (ii) extending the Expiration Date to 5:00 P.M., New York City
         time, on August 24, 2005, unless further extended or
         terminated; and

   (iii) revising the tender offer consideration from $1,085.13 to
         $1,081.68 for each $1,000 principal amount of 10% Notes
         tendered and accepted for payment pursuant to the tender
         offer.

The total consideration and the tender offer consideration for the
9-7/8% Notes will not be affected.  In addition, Williams Scotsman
has amended the tender offer and consent solicitation to grant the
holders of the Notes the right to withdraw the validly tendered
Notes effective after August 29, 2005 if it extends the expiration
date of the tender offer and consent solicitation beyond Aug. 29,
2005.

The total consideration for each $1,000 principal amount of 10%
Notes tendered on or prior to the Consent Date, unless extended or
earlier terminated, and accepted for payment pursuant to the
tender offer will be $1,101.68, plus accrued and unpaid interest
to, but not including, the applicable payment date.  The total
consideration will be the sum of the tender offer consideration of
$1,081.68 for each $1,000 principal amount of 10% Notes tendered
and accepted for payment pursuant to the tender offer and the
consent payment of $20.00 for each $1,000 principal amount of 10%
Notes validly tendered prior to the Consent Date and accepted for
payment, plus accrued and unpaid interest to, but not including,
the applicable payment date.  The total consideration for the 10%
Notes was determined by assuming that 35% of the 10% Notes were
redeemed at the "equity clawback" redemption price of 110% of
their principal amount and that the remainder were repurchased at
100% of their principal amount plus a make-whole premium based on
the yield of a U.S. treasury security maturing on or near the
first redemption date for such notes (which is August 15, 2006)
plus 50 basis points.

As of 5:00 P.M., New York City time, on July 5, 2005, a total of
$206,130,000 in aggregate outstanding principal amount of 9-7/8%
Notes (representing approximately 37.48% of the $550,000,000 of
aggregate outstanding principal amount of 9-7/8% Notes as of 5:00
P.M., New York City time, on July 5, 2005) and a total of
$84,373,000 in aggregate outstanding principal amount of 10% Notes
(representing approximately 56.25% of the $150,000,000 of
aggregate outstanding principal amount of 10% Notes as of 5:00
P.M., New York City time, on July 5, 2005) had been validly
tendered and not withdrawn.

The Notes are being tendered pursuant to Williams Scotsman's Offer
to Purchase and Consent Solicitation Statement dated June 23,
2005, which more fully sets forth the terms and conditions of the
cash tender offer to purchase any and all of the outstanding
principal amount of the Notes as well as the consent solicitation
to eliminate substantially all of the restrictive covenants and
certain events of default contained in the indentures governing
the Notes.  This press release supercedes the terms of the
Williams Scotsman's Offer to Purchase and Consent Solicitation
Statement to the extent the terms contained herein are
inconsistent with the terms contained therein.

Williams Scotsman's obligation to accept for purchase any Notes
validly tendered pursuant to the tender offer and its obligation
to make consent payments for consents validly delivered on or
prior to the Consent Date are subject to:

     (i) the company having available funds sufficient to pay the
         total consideration with respect to all Notes tendered
         from the proceeds of the initial public offering of the
         common stock of Williams Scotsman International, Inc.,
         the parent of the company, a new notes offering of the
         company and/or the borrowings under its credit facility;

    (ii) the tender of a majority in principal amount of each
         class of Notes by the holders;

   (iii) the execution of supplemental indentures relating to the
         indentures that govern the Notes; and

    (iv) certain other customary conditions.

Deutsche Bank Securities Inc. is the Dealer Manager and
Solicitation Agent for the tender offers and consent solicitation.
Questions concerning the tender offers or consent solicitation may
be directed to Alexandra Barth, Deutsche Bank Securities Inc.
collect, at (212) 250-5655. The Information Agent is MacKenzie
Partners, Inc. Copies of documents may be obtained from MacKenzie
Partners, Inc., at (212) 929-5500 (collect) or toll-free at (800)
322-2885.

Williams Scotsman, Inc., headquartered in Baltimore, Maryland, is
a provider of modular space solutions for the construction,
education, commercial and industrial, and government markets.  The
company serves over 25,000 customers, operating a fleet of
approximately 96,000 modular space and portable storage units that
are leased through a network of 85 branches.  Williams Scotsman
provides delivery, installation, and other services to its leasing
customers, and sells new and used modular space products and
services.

                        *     *     *

As reported in the Troubled Company Reporter on May 19, 2005,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and a recovery rating of '1' to Williams Scotsman Inc.'s
proposed five-year, $650 million secured bank facility, based on
preliminary terms and conditions.  This senior secured rating is
also placed on CreditWatch with positive implications.  When the
terms of the bank facility are finalized and the existing facility
is redeemed, Standard & Poor's will withdraw its ratings on the
company's existing credit facility.

Standard & Poor's ratings on the Baltimore, Maryland-based mobile
storage and modular building lessor, including the 'B' corporate
credit rating, remain on CreditWatch with positive implications,
where they were placed on May 2, 2005.  The CreditWatch placement
followed the S-1 filing by parent company Scotsman Holdings Inc.
for an IPO of up to $250 million.  The proceeds from the IPO,
along with a new unsecured debt offering and $650 million bank
facility, is expected to be used to redeem the company's
outstanding notes and borrowings under its existing bank
agreement.  At March 31, 2005, the company had approximately $1.0
billion in lease-adjusted debt outstanding.

"Ratings on Williams Scotsman Inc. reflect its weak financial
profile, substantial debt burden, and concerns regarding potential
covenant violations on the existing credit facility," said
Standard & Poor's credit analyst Kenneth L. Farer.  Positive
credit factors include the company's large (approximately 25%)
market share of the modular space leasing market and fairly stable
cash flow despite weak earnings.


WINDY CITY: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Windy City Properties, LLC
        2401 South 24th Street
        Phoenix, Arizona 85034

Bankruptcy Case No.: 05-12235

Chapter 11 Petition Date: July 6, 2005

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Brenda K. Martin, Esq.
                  Stinson Morrison Hecker LLP
                  1850 North Central Avenue, #2100
                  Phoenix, Arizona 85004-4584
                  Tel: (602) 279-1600
                  Fax: (602) 240-6925

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Architectural Design by Delorme & Assoc.         $31,675
   15955 North Dial Boulevard, Suite #5
   Scottsdale, AZ 85260

   Alternative Employment Solutions, Inc.           $11,872
   4730 East Indian School Road, #120230
   Phoenix, AZ 85016

   Mark O. Nardini                                  $16,474
   1442 West Cardinal Way
   Chandler, AZ 85248

   APS                                               $6,288

   Quarles & Brady                                   $2,590

   Stay Cool Refrigeration                           $2,590

   City of Phoenix                                   $1,905

   Copy Right Printing                               $1,537


   Waste Management                                    $408

   Thyssen-Krupp Elevator                              $216

   M&M Building Services                               $334

   Arizona Department of Revenue                    Unknown

   Denyse Deihl                                     Unknown

   Internal Revenue Service                         Unknown


WINN-DIXIE: Bids for Pharmacy Stores Must be Submitted by July 11
-----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates operate
pharmacies at 107 of the stores targeted to be closed or sold.
Many of the purchasers of the Targeted Pharmacy Stores will
purchase the pharmaceutical prescriptions and inventory located at
the store.  However, in the circumstance in which the Targeted
Pharmacy Store is not sold or a purchaser does not purchase the
store's Pharmaceutical Assets, the Debtors must sell or otherwise
transfer the Pharmaceutical Assets under applicable state law.

A schedule identifying each Targeted Stores with Pharmacies is
available for free at:

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

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, tells Judge Funk that there is a
significant market for Pharmaceutical Assets among a fairly small
group of purchasers.  The Debtors are providing an information
package to each purchaser detailing the Pharmaceutical Assets
available for sale.  The Debtors anticipate receiving a number of
offers for the Pharmaceutical Assets.

In this regard, the Debtors seek authority from the U.S.
Bankruptcy Court for the Middle District of Florida to sell the
Pharmaceutical Assets free and clear of liens, claims and
interests for the highest or best offer at or before the Auction.

In the marketing process and Auction, the Debtors will comply
with the bidding procedures approved by the Court.  Any bidder
who wants to submit a bid must do so by 5:00 p.m. E.T. by Monday,
July 11, 2005.  The bidder must execute an asset purchase
agreement.

According to Ms. Jackson, the Debtors will choose the four
highest or best bids and permit these bidders to participate at
the Auction.  The Debtors will hold the Auction of the
Pharmaceutical Assets at 3:00 p.m. E.T. on July 19, 2005, at the
offices of Skadden, Arps, Slate, Meagher & Flom, LLP, in Times
Square, New York.  The Debtors will make arrangements to allow
bidders for the Pharmaceutical Assets to participate in the
Auction telephonically when appropriate.

At the conclusion of the Auction, the Debtors will determine
which, if any, is the highest or best offer for any particular
Pharmaceutical Asset.

A hearing to approve the Successful Bid(s) will be held on
July 29, 2005.  Any objections must be filed and served by
July 20, 2005.

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


WINN-DIXIE: 11 Utility Companies Request Adequate Assurance
-----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates have
relationships with about 800 different utility companies for the
provision of telephone, electric, gas, water, sewer, waste
management, and other services.  Of the utility companies
providing services to the Debtors, 494 do not hold prepetition
deposits or other forms of security.  The Debtors' monthly average
expenditure for all utility services is
approximately $16 million.

On February 21, 2005, the Debtors filed a motion to deem the
utility companies adequately assured of payment for postpetition
services, prohibit utilities from altering, refusing, or
discontinuing services, and establish procedures for resolving
requests for additional assurance.

Twelve utility companies filed objections to the Utilities
Motion.  Objections included those filed by JEA, formerly known
as Jacksonville Electric Authority, American Electric Power,
Orlando Utilities Commission, and Duke Energy Corporation.  None
of the objecting utility companies hold prepetition deposits.

On March 10, 2005, the Bankruptcy Court of the Southern District
of New York approved the Utility Motion with respect to
non-objecting utility companies.  The Utility Order authorizes
the Debtors to comply with the adequate assurance requests that
they believe are reasonable without further Court order.  The
Utility Order further provides that if the Debtors are unable to
resolve an adequate assurance request within 60 days from the
date of receipt thereof, the Debtors are required to file a
motion for determination of that request.

As of June 24, 2005, the Debtors have received 31 requests for
security deposits for postpetition service charges from utility
companies that hold either no security deposits or nominal
security deposits for prepetition utility services.

In May 2005, the Court held an evidentiary hearing with respect
to JEA's objection seeking a postpetition deposit.  Based on
evidence presented at that hearing regarding the Debtors'
satisfactory payment history, net worth, current liquidity,
borrowing ability, and average monthly payments to utility
companies, the Court overruled JEA's objection.

Similarly, based on evidence presented regarding the Debtors'
satisfactory payment history, current liquidity, business plan,
and reorganization goals, the Court overruled the objections of
AEP, OUC, and Duke.

In light of these rulings -- and to ease the administrative
burdens that would otherwise result if the Debtors were forced to
contest the adequate assurance requests from the utility
companies that effectively hold no deposits -- the Debtors
requested that utility companies withdraw their adequate
assurance requests.

Twenty utility companies have complied with the Debtors' request
and have withdrawn their requests while 11 utility companies have
declined and are pursuing their requests for adequate assurance.
The 11 remaining utility companies are:

                              Prepetition      Postpetition
    Utility Company           Deposit          Deposit Request
    ---------------           -----------      ---------------
    Bay Laurel Center
    Community Development
    District                         $0           $1,800

    City of Camilla                   0           11,750

    City of Plant City,
    Florida                          25          158,000

    City of Plaquemine/
    City Light & Water
    Plant                           375           36,000

    Hillsborough County
    Water Department                  0            6,150

    Peace River Electric              0           32,000

    Public Service of North
    Carolina                          0            1,255

    SCANA Energy Marketing, Inc.      0          179,200

    South Carolina Electric & Gas     0          268,035

    Utilities Board of the City
    Of Andalusia, Alabama             0           26,771

    Withlacoochee River Electric      0          301,000

The Debtors point out that their payment record, financial
ability to satisfy future obligations, and the treatment of
claims of postpetition utility services as administrative
expenses constitute adequate assurance of payment of future
utility services.

Thus, the Debtors ask the Court to determine that the Requesting
Utility Companies are not entitled to additional adequate
assurance.

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


WINN-DIXIE: Wants to Reject Nine Grocery Store Leases
-----------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle of Florida to reject
nine grocery store leases:

   Store
    No.  Leased Property Location              Landlord
   ----- ------------------------              --------
   1612  5252 Bardstown Road Louisville, KY    Ralph & Sarah Dyan

   1621  5364 Dixie Highway Louisville, KY     Bradley Real Estate

   1645  2809 W. Broadway Louisville, KY       Ainstar Realty
                                               Corporation

   1686  3430 Taylor Blvd. Louisville, KY      Taylon LLC

   2712  931 Monroe Drive Atlanta, GA          Ackerman Midtown
                                               Association Ltd.

   2712  931 Monroe Drive Atlanta, GA          John Lagatta

   0901  3024 Sunset Ave Rocky Mount, SC       Carolina Dev't
                                               Company

   0969  6601 Lake Harbor Rd. Midlothian, VA   JNB Company of
                                               Virginia LLC

   0977  3300 Broadrock Blvd Richmond, VA      Horton Properties

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, explains that the stores that are the
subject of the Leases fall into two categories:

    (a) four stores were the subject of sublease or assignment
        relationships between the Debtors and Buehler Foods, Inc.,
        as part of the prepetition restructuring plans initiated
        in April 2004; and

    (b) four stores are stores where the Debtors have ceased
        operations as part of the prepetition restructuring plans
        initiated in April 2004.

The Debtors sought to sell, sublet, negotiate buyouts with
landlords, or otherwise reduce or eliminate their liability under
many leases including the Leases related to the Buehler Stores
and the Dark Stores.

                           Buehler Stores

As to the Buehler Stores, efforts to eliminate or reduce lease
liability began in May 2004 and culminated in the decision in
October 2004 to enter into assignments, subleases or other
agreements with Buehler Foods, Inc.  Buehler itself filed for
bankruptcy relief in the United States Bankruptcy Court for the
Southern District of Indiana, Evansville Division.  Buehler
sought and obtained authority to reject its assigned and
subleased interests in the four Buehler Stores.

According to Ms. Jackson, because the Debtors previously marketed
the Buehler Stores and determined that Buehler was the only
interested party, the Debtors do not believe it is likely that
the expense involved in undertaking further marketing efforts
will produce any benefit for the Debtors' estates.  In the
absence of rejection, the Debtors would be obligated to continue
to pay rent and other charges under the Leases governing the
Buehler Stores for $120,023 each month.

                            Dark Stores

The Debtors were unable to sell, sublet, negotiate buyouts with
landlords, or otherwise reduce or eliminate their liability with
respect to the four Dark Store Leases.  Accordingly, the Debtors
continued to pay the monthly rent required under the Dark Store
Leases.  Because the Debtors no longer occupy the Dark Stores but
are continuing to pay monthly rent and other charges for
$123,404, the Debtors believe that the Dark Store Leases
constitute a burden on their estates and are not necessary for an
effective reorganization.

Ms. Jackson points out that rejecting the Leases will save the
Debtors' estates $243,427 per month in administrative expenses,
including rent, taxes, insurance premiums, and other charges
under the Leases.

To the extent any personal property remains in the properties
subject to the Leases, it is of little or no value to the
Debtors' estates.  Accordingly, the Debtors deem those remaining
properties abandoned pursuant to Section 554(a) of the Bankruptcy
Code.

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


WORLDCOM INC: Will Protect Information Related to IVDS' Claim
-------------------------------------------------------------
On January 20, 2003, Interactive Voice Data Systems, Inc., filed
Claim No. 17022 for approximately $2.5 million.  WorldCom, Inc.
and its debtor-affiliates objected to IVDS' Claim.

In light of the factual and the legal issues that may be involved
in the matter, the parties want to establish a mechanism to
protect the disclosure of any confidential information.

In a Court-approved stipulation, the Debtors and IVDS agree that
confidential information will be used solely in the preparation,
prosecution or trial of the action related to the IVDS' claim.
Confidential information will not be disclosed or summarized by a
receiving party to anyone other than persons permitted to have
access to that information.

The Debtors and IVDS may each designate up to three officers or
employees, not including eligible in-house counsel, who are not
involved in product design or patent prosecution, and who have no
current plans or intentions to become involved in product design
or patent prosecution, who will be allowed to examine documents
produced by each party that have been designated "confidential".

                         Sandata Documents

The Debtors want to file a supplemental objection to Claim No.
17022.  In that objection, the Debtors will discuss the pertinent
provisions of, as well as attach, two confidential agreements
entered into by the Debtors with unrelated third-party Sandata,
Inc.

The Sandata Documents consist of:

    (a) a December 21, 1998 Settlement Agreement, pursuant to
        which the Debtors and Sandata agreed to settle a patent
        infringement action brought by the Debtors; and

    (b) a December 21, 1998 License Agreement, with respect to the
        patent subject to the Patent Infringement Action.

Each of the Sandata Documents is subject to confidentiality
provisions that prohibit the Debtors from publicly disclosing
their contents.

The Debtors have produced the Sandata Documents to IVDS pursuant
to a Stipulated Protective Order.

In a separate Court-approved stipulation, the parties agree that
the Debtors may file the Sandata Documents with the Court under
seal and a redacted version of the Supplemental Objection,
pursuant to which all references to specific provisions of the
Sandata Documents will be redacted.

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)


W.R. GRACE: Futures Rep. Extends CIBC's Retention until June 2006
-----------------------------------------------------------------
David T. Austern, the Official Representative for Future Asbestos
Personal Injury Claimants in W.R. Grace & Co. and its debtor-
affiliates' chapter 11 cases, seeks Judge Fitzgerald's permission
for an additional one-year extension of CIBC World Markets Corp.'s
retention as his financial advisor as it relates to the fee
arrangement.  The Futures Representative requests that CIBC be
paid a $100,000 fee payable monthly in arrears from June 1, 2005,
through June 1, 2006.

As reported in the Troubled Company Reporter on July 26, 2004,
CIBC was specifically retained to:

        (1) assist the Future Claimants Representative in
            analyzing and reviewing the Debtors' acts, conduct,
            assets, liabilities and financial condition;

        (2) familiarize itself, to the extent appropriate, with
            the operation of the Debtors' businesses, advise the
            Future Claimants Representative with regard to a
            proposed restructuring of the Debtors and the
            implementation of a trust as contemplated by the
            Bankruptcy Code;

        (3) evaluate the financial effect of the implementation of
            any plan of reorganization on the Debtors' assets or
            securities; and

        (4) perform any other tasks as mutually agreed upon by
            CIBC and the Future Claimants Representative.

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)


XYBERNAUT CORP: Pays $125,000 to Unidentified Potential DIP Lender
------------------------------------------------------------------
Xybernaut Corporation disclosed yesterday that it entered into a
letter agreement with an unidentified lender to provide debtor-in-
possession financing in the event the Company files for chapter 11
protection.  Xybernaut reports that it paid the unidentified
lender a $125,000 fee in connection with the letter agreement.

The proposal letter -- a redacted copy of which is available at no
charge at http://ResearchArchives.com/t/s?5d-- confirms that IP
Innovations Financial Services Inc. brought Xybernaut and the
Potential DIP Lender together.  Unless extended, the proposal
letter will expire on July 22, 2005, if a commitment letter isn't
signed by that date.

"The Company continues to face a severe liquidity crisis and
possible insolvency," Perry L. Nolen, the Company's President and
Chief Executive Officer, relates in a regulatory filing delivered
to the Securities and Exchange Commission.  The Company previously
disclosed that it retained Alfred F. Fasola, a consultant with
extensive financial and management restructuring expertise to
advise the Company with  respect to reducing costs, conserving
cash, restructuring and other alternatives to attempt to maximize
shareholder value.  Mr. Fasola was involved years ago with
Herman's Sporting Goods' chapter 11 proceedings.

A long list of other problems plaguing Xybernaut were reported in
the Troubled Company Reporter on May 4, 2005.  Since that time,
the company's shares have been delisted from the NASDAQ, class
action lawsuits have been filed against the Company and certain of
its current and former officers and directors, and federal
prosecutors have commenced an investigation into the Company.

On June 1, 2005, Xybernaut Corporation entered into an engagement
letter with IP Innovations Financial Services, Inc., to act as a
strategic and financial advisor to the Company and to assist the
Company in its analysis, consideration and, if appropriate,
execution of various financial and strategic alternatives.

Pursuant to the engagement letter, IPI is:

    i) advising the Company and developing and preparing a
       valuation report that assesses the market value of the
       Company's intellectual property in a monetization scenario;

   ii) providing general financial and strategic advisory services
       for the operation of the Company, including assisting the
       Company in evaluating potential investors in the business
       or acquirers of the business of the Company; and

  iii) advising and assisting the Company in obtaining suitable
       financing and/or debtor-in-possession financing to meet the
       Company's needs.

In consideration for these services, the Company will pay IPI (i)
a flat fee of $63,250 for the IP valuation report; (ii) $25,000
per month for a minimum of six months for the advisory services
relating to potential investors and acquirers, and if the Company
completes an acquisition transaction, a transaction advisory fee
equal to one percent of the transaction consideration; and (iii) a
transaction advisory fee equal to 3% of the principal amount of
any financing obtained by the Company as a result of IPI's
advisory services.

                     About the Company

Xybernaut Corporation -- http://www.xybernaut.com/-- provides
wearable/mobile computing hardware, software and services,
bringing communications and full-function computing power in a
hands-free design to people when and where they need it.
Headquartered in Fairfax, Virginia, Xybernaut has offices and
subsidiaries in Europe (Benelux, Germany, UK) and Asia (Japan,
China, Korea).  The company latest balance sheet delivered to the
Securities and Exchange Commission, dated Sept. 30, 2004, shows
$17 million in assets.


* Alvarez & Marsal Hires Wayne Wilson & Michael Thompson
--------------------------------------------------------
Alvarez & Marsal, a global professional services firm, disclosed
that Wayne Wilson and Michael Thompson have joined the firm's
Dispute Analysis and Forensics group as managing director and
senior director, respectively.  They are based in the firm's
Houston office.

Mr. Wilson, whose background includes investigating Enron's
financial transactions, has provided consulting services and
expert testimony related to interpretations of accounting
standards, SEC financial reporting for international entities,
financial modeling, damages calculations, valuations, financial
derivatives, risk management in trading organizations, internal
control structures and overall organizational design.  He also has
provided forensic analysis of management decision making, off-
balance sheet structures, structured financing transactions, due
diligence, international project valuation, international energy
regulations, lost profits calculations, fraud investigations,
forensic accounting, SEC investigations, and joint venture
contract audits.  With experience in the petroleum, chemicals,
mining and power industries, Mr. Wilson's work has spanned
numerous international locales, including the Russian Federation,
Kazakhstan, Indonesia, Latin America, China, and South Africa.

Prior to joining A&M, Mr. Wilson was a director at Navigant
Consulting, where he led the Houston litigation and energy
litigation practices.  Before that he was at Deloitte & Touche,
where he was part of the investigation conducted by the Powers
Report Committee into Enron's financial transactions.  He earned a
bachelor's degree in accounting from Cameron University and a
master's degree in accounting sciences from the University of
Illinois.  He is a certified public accountant licensed in the
state of Texas and a member of the American Institute of Certified
Public Accountants and Texas Society of Certified Public
Accountants.

Mr. Thompson specializes in serving as an expert witness and
business advisor to attorneys, risk managers, treasurers and
insurance companies regarding insurance claims and emergency
response costs for major corporations - with much of his previous
experience spanning the oil and energy, retail, hospitality,
shipping, agriculture, and chemical industries in the United
States, Europe and Africa.  His background includes catastrophic
cost analysis, property /inventory damage valuations, and business
interruption modeling for both insurance companies and policy
holders, having led projects related to a wide range of issues
including cost control and analysis of oil spills, shipping
accidents, cargo valuations, chemical plant re-construction
analysis, including analysis of betterments and expediting costs.

Prior to joining A&M, Mr. Thompson served as president and CEO of
EFI Global, Inc.  Before that, he managed complex insurance
related forensic accounting claims for nationally recognized
insurance adjusting companies.  Earlier in his career, he worked
as an accountant for two CPA firms and the U.S. Marine Corps.  Mr.
Thompson earned a bachelor's degree in business administration
with an accounting emphasis from Georgia Southwestern University.
A certified public accountant and certified fraud examiner, he is
a member of the American Institute of Certified Public Accountants
and the Georgia Society of Certified Public Accountants.

Alvarez & Marsal's Dispute Analysis and Forensics Group provides
sophisticated financial and economic analysis to assist clients in
resolving high-stakes issues ranging from internal matters to
litigation.  The group also conducts corporate and technology
investigations to help companies identify and mitigate risks and
properly address internal or external financial inquiries.
Services include: expert testimony, lost profits analysis,
business valuation, business interruption claims, accounting and
financial analysis, claims preparation and review, arbitration,
data mining and data analytics, electronic records consulting, and
forensics investigations.

                    About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is a leading global professional
services firm with expertise in guiding underperforming businesses
through complex operational and financial challenges. The firm has
been at the forefront of leading complex turnaround and
restructuring initiatives with professionals based in locations
across the Unites States, Europe, Asia and Latin America.  The
firm attracts and deploys senior operating and consulting talent
with diverse cultural and multi-lingual backgrounds to solve
problems and unlock corporate value.  With a bias toward hands-on
execution, Alvarez & Marsal draws on its strong operational
heritage to implement solutions and deliver results for corporate
and public sector organizations as well as owners, investors and
stakeholders of organizations.

Through more than 500 professionals worldwide, Alvarez & Marsal
delivers Turnaround Management Consulting; Crisis and Interim
Management, Profit and Performance Improvement; Creditor and
Lender Advisory; Financial Advisory; Dispute Analysis and Forensic
Investigations; Real Estate Advisory; Tax Advisory; and Business
Consulting.


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author:     Frank H. Knight
Publisher:  Beard Books
Softcover:  448 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981262/internetbankrupt

The tenets Frank H. Knight sets out in this, his first book, have
become an integral part of modern economic theory.  Still readable
today, it was included as a classic in the 1998 Forbes reading
list. The book grew out of Knight's 1917 Cornell University
doctoral thesis, which took second prize in an essay contest that
year sponsored by Hart, Schaffner and Marx.  In it, he examined
the relationship between knowledge on the part of entrepreneurs
and changes in the economy. He, quite famously, distinguished
between two types of change, risk and uncertainty, defining risk
as randomness with knowable probabilities and uncertainty as
randomness with unknowable probabilities.  Risk, he said, arises
from repeated changes for which probabilities can be calculated
and insured against, such as the risk of fire.  Uncertainty arises
from unpredictable changes in an economy, such as resources,
preferences, and knowledge, changes that cannot be insured
against. Uncertainty, he said "is one of the fundamental facts of
life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition.  It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some entrepreneurs
to earn profits despite this equilibrium.  Entrepreneurs, he said,
are forced to guess at their expected total receipts.  They cannot
foresee the number of products they will sell because of the
unpredictability of consumer preferences.  Still, they must
purchase product inputs, so they base these purchases on the
number of products they guess they will sell.  Finally, they have
to guess the price at which their products will sell.  These
factors are all uncertain and impossible to know.  Profits are
earned when uncertainty yields higher total receipts than
forecasted total receipts. Thus, Knight postulated, profits are
merely due to luck.  Such entrepreneurs who "get lucky" will try
to reproduce their success, but will be unable to because their
luck will eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return.  Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs.  He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging and
influential economists of the twentieth century" and "one of the
most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced."  He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson.  At the
University of Chicago, Knight specialized in the history of
economic thought.  He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics.  Under his tutelage and guidance, the
University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought.  He died in 1972.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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