TCR_Public/050713.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, July 13, 2005, Vol. 9, No. 164

                          Headlines

AAIPHARMA INC: Xanodyne Wins Bid for Pharmaceuticals Division
ACE AVIATION: Underwriters Exercise Fund Over-Allotment Option
ADELPHIA: Panel Amends Issues on Appeal on DoJ, SEC & Rigas Pacts
ATA AIRLINES: Unsecured Creditors Can Participate in Transactions
ATA AIRLINES: U.S. Trustee Wants More Facts on Mercer Management

ATLANTIC MUTUAL: Countrywide Alliance Cues S&P to Hold Ratings
ATLAS AIR: Distributes & Issues Shares to Eligible Claimholders
CANNONDALE CORP: Wants Administrative Bar Date Extended to July 31
CATHOLIC CHURCH: Spokane Claimants Rep. Gets OK to Tap Bush Strout
CENTRAL EUROPEAN: Moody's Rates EUR310 MM Sr. Sec. Notes at (P)B2

CENTURY/ML: Has Until September 28 to File Chapter 11 Plan
CKE RESTAURANTS: Improved Credit Measures Cue S&P to Lift Ratings
COLE HOUSE: Case Summary & 24 Known Creditors
COLLINS & AIKMAN: SEC Approves Delisting of Common Stock From NYSE
COLLINS & AIKMAN: Reports Delay in Form 11-K Filing With SEC

COLLINS & AIKMAN: Committee Wants to Examine Customer Contracts
CORNING INC: Moody's Reviews Low-B Ratings for Possible Upgrade
DOLLAR FINANCIAL: Subsidiary Increases Bank Loan to $80 Million
EMMIS COMMS: Launches Exchange Offer for $350M Sr. Notes Due 2012
ENRON CORP: Clarifies Agreement on Class Action Settlements

FEDERAL-MOGUL: Files 2004 Hourly Employees Investment Plan Report
FIVE RIVERS: Wants Until October 25 to File Chapter 11 Plan
FIVE RIVERS: Wants to Hire Collier Shannon as Special Counsel
FOAMEX INTERNATIONAL: Lowers Earnings Expectations for 2nd Quarter
FOAMEX L.P.: Poor Performance Prompts S&P to Junk Ratings

FREDERICK MCNEARY: Creditors Must File Proofs of Claim by Sept. 5
FRONTIER INSURANCE: Section 341(a) Meeting Slated for Aug. 3
GENEVA STEEL: Chapter 11 Trustee Taps Hilco as Real Estate Agent
GINKO ASSOCIATES: Voluntary Chapter 11 Case Summary
GOLDEN EAGLE: Raises $100,000 in Equity Funding

GOLDSTAR E.M.S.: Voluntary Chapter 11 Case Summary
GMAC COMMERCIAL: S&P Lifts Ratings on Certificate Classes E & F
GT BRANDS: Wants to Hire Goodwin Procter as Bankruptcy Counsel
GT BRANDS: Look for Bankruptcy Schedules on August 25
HIGH VOLTAGE:  Governmental Unit Claims Bar Date Set for Aug. 18

HUFFY CORP: Wants Distress Termination of Employee Pension Plan
IMPERO INC: Case Summary & 20 Largest Unsecured Creditors
INTERLINE BRANDS: S&P Rates $150 Million Term Loan at BB
IPC ACQUISITION: Bondholders OK Sr. Sub. Note Indenture Amendment
IRVING TANNING: Court Approves Disclosure Statement

IRVING TANNING: Maine Lends $250K for Expenses Until Sale Closes
JAPAN PACIFIC: Court Confirms Amended Plan of Reorganization
KALOAKAS MANAGEMENT: Case Summary & 35 Known Creditors
KMART CORP: New York Court Directs Footstar to Vacate 10 Stores
KMART CORP: Katherine McHugh Wants to Reopen Proceedings

KOEN BOOK: Wants to Hire Ciardi Maschmeyer as Bankruptcy Counsel
KOEN BOOK: Wants to Hire Giuliano Miller as Financial Advisors
MARKWEST ENERGY: Bank Lenders Extend Waiver Until August 31
METROMEDIA INT'L: Closing PeterStar Share Purchase Deal by Aug. 8
MINERA MEXICO: Moody's Reviews $222MM Series A Notes' B1 Rating

MIRANT CORP: Court Approves Virginia Fuel Sale Contract
NUR MACROPRINTERS: March 31 Balance Sheet Upside-Down by $25.8-Mil
OAK INDUSTRIES: Moody's Reviews Convertible Sub. Debt's Ba3 Rating
OMNICARE INC: Plans to Purchase excelleRx for $268,750,000
ORGANIZED LIVING: Can Make Lease-Related Decisions Until Aug. 31

ORGANIZED LIVING: Wants Claims Bar Date Set for September 6
OWENS CORNING: Files 2004 Salaried Workers Savings Plan Report
PACIFIC MAGTRON: Court Allows Use of Micro Tech.'s Cash Collateral
PACIFIC MAGTRON: Hires Lenard Schwartzer as Bankruptcy Counsel
PACIFIC MAGTRON: Wants Weinberg & Company as Special Accountant

POGO PRODUCING: Acquires Unocal Subsidiary for $1.8 Billion Cash
POGO PRODUCING: $1.8 Bil. Northrock Buy Cues S&P to Watch Ratings
REFOCUS GROUP: Court Dismisses Biolase Presbyopia Patent Lawsuit
REGUS BUSINESS: Court Issues Final Decree Closing Chapter 11 Cases
RFMSI SERIES: Rapid Repayments Prompt S&P to Upgrade Ratings

ROYAL GROUP: SEC Conducts Formal Probe on Accounting Practices
SOLUTIA INC: Proposes Protocol to Resolve Claims
SOUTHERN PERU: Improved Cash Flow Prompts Fitch to Raise Rating
SOUTHERN STAR: $829 Mil. GE Energy Deal Cues S&P to Retain Watch
SPECTRASITE INC: Launches Cash Tender Offer for 8-1/4% Sr. Notes

TELTRONICS INC: CapitalSource Provides $11 Million Funding
THAXTON GROUP: Finova Cash Collateral Deal Continued Until Aug. 29
THAXTON GROUP: Has Until Sept. 6 to Make Lease-Related Decisions
TY COBB: Fitch Cuts Rating on $17.6MM Bonds Four Notches to B
UAL CORP: PBGC Wants Summary Judgment on Pilot Plan Termination

US UNWIRED: Board Approves $1.3 Billion Sprint Merger Deal
US UNWIRED: Moody's Reviews $235 Million Notes' Junk Rating
US UNWIRED: $1.3 Billion Sprint Deal Cues S&P's Positive Watch
VENTAS INC: Debt Protection Measures Cue S&P's Positive Outlook
WASTEQUIP INC: Moody's Rates Proposed $75 Million Term Loan at B3

WASTEQUIP INC: S&P Rates $180 Million Senior Secured Loans at B+
YUKOS OIL: Shareholders Elect New Board of Directors
YUKOS OIL: Moscow Court to Hear Compensation Claim on July 18

* Finance Partner Richard Pugh Rejoins Sheppard Mullin in L.A.
* Karl Wiemer Joins Stroock & Stroock's Corporate Group

* Upcoming Meetings, Conferences and Seminars


                          *********


AAIPHARMA INC: Xanodyne Wins Bid for Pharmaceuticals Division
-------------------------------------------------------------
aaiPharma Inc. disclosed that Xanodyne Pharmaceuticals, Inc., is
the winning bidder in a bankruptcy court-approved auction for the
sale of substantially all of the assets of the Company's
Pharmaceuticals division.  Xanodyne will pay $209.2 million for
the assets, which is approximately $40 million higher than
Xanodyne's original "stalking horse" offer which aaiPharma
announced as part of its chapter 11 filing on May 10, 2005.

As part of its bid, Xanodyne committed to purchase up to
$30 million of services to be provided by aaiPharma's Development
Services division over the next three years, subject to certain
conditions.

"We're extremely pleased that we've reached a favorable conclusion
to the auction process," aaiPharma's President and CEO Ludo
Reynders, Ph.D. said.  "This will significantly help the Company
in rebuilding its financial structure.  Clearly, we look forward
to working with Xanodyne to accomplish our goals.  In addition,
the Xanodyne relationship will serve as an example of our strategy
to develop long-term collaborations with our clients."

The U.S. Bankruptcy Court hearing to approve the sale to Xanodyne
is scheduled for July 18, 2005, in the Bankruptcy Court for the
District of Delaware.

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


ACE AVIATION: Underwriters Exercise Fund Over-Allotment Option
--------------------------------------------------------------
ACE Aviation Holdings Inc. and Aeroplan Income Fund reported that,
in conjunction with the completion of the initial public offering
of the Fund, the underwriters have elected to exercise in full
their over-allotment option to purchase an additional 3.75 million
units at the offering price of $10.00 per unit.  The closing of
the underwriters' option was held on June 30, 2005.

The gross proceeds of $37.5 million from the exercise of the over-
allotment option bring the aggregate gross proceeds of the  
initial public offering of the Fund to $287.5 million.

With the full exercise of the over-allotment option, ACE holds an
85.6% interest in Aeroplan LP.  The Fund holds the balance of
14.4%.  Approximately $100 million of the net proceeds of the
initial public offering were retained by Aeroplan LP to partially
fund a reserve for Aeroplan Mile redemptions and for certain
capital expenditures.  The balance of the net proceeds in the
amount of approximately $160 million was distributed to ACE and
will be used for general corporate purposes.

The offering was underwritten by a syndicate co-led by RBC Capital
Markets, sole bookrunner, CIBC World Markets and Genuity Capital
Markets.

ACE Aviation is the parent holding company of Air Canada and ACE's
other subsidiaries.  Air Canada is Canada's largest domestic and
international full-service airline and the largest provider of
scheduled passenger services in the domestic market, the
transborder market and each of the Canada-Europe, Canada-Pacific,
Canada-Caribbean/Central America and Canada-South America markets.
Air Canada is a founding member of the Star Alliance network, the
world's largest airline alliance group.

In addition, the Corporation owns Jazz Air LP, Aeroplan LP and
Destina.ca, which is an on-line travel site.  The Corporation also
provides Technical Services through ACTS LP, Cargo Services
through AC Cargo LP and Air Canada, Groundhandling Services
through ACGHS LP and Air Canada and tour operator services and
leisure vacation packages through Touram LP.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Montreal, Quebec-based ACE Aviation
Holdings Inc. and its wholly owned subsidiary, Air Canada.  S&P
says the outlook is stable.


ADELPHIA: Panel Amends Issues on Appeal on DoJ, SEC & Rigas Pacts
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Adelphia Communications Corporation and its debtor-affiliates'
chapter 11 cases amended its notice of appeal.  

The Creditors Committee, along with other parties-in-interest,
asked the U.S. District Court for the Southern District of New
York to review the Bankruptcy Court's approval of the settlement
agreements among the Debtors, the Department of Justice, the
Securities and Exchange Commission and the Rigases.

The settlements resolve fraud lawsuits filed by the Securities and
Exchange Commission against Adelphia Communications Corporation,
et al.

As reported in the Troubled Company Reporter on June 16, 2005,
five groups of creditors also appealed the Bankruptcy Court's
approval of the settlements:

   * W.R. Huff Asset Management Co., LLC;

   * U.S. Bank National Association, in its capacity as Indenture
     Trustee for the FrontierVision Notes and the Arahova Notes;

   * The class plaintiffs in a suit pending before the United
     States Court for the Southern District of New York captioned
     In re Adelphia Communication Corp. Securities & Deriv.
     Litigation, 03 MD 1529 (LMM);

   * The Ad Hoc Committee of Senior Shareholders of Adelphia
     Communications Corporation Preferred Stock; and

   * The Ad Hoc Adelphia Trade Claims Committee.

                    Amended Issues on Appeal

The Creditors Committee amended the issues it will present on
appeal to the District Court:

    1. Whether the Bankruptcy Court erred in finding that three
       separate but related agreements by and among the Debtors
       and the Securities and Exchange Commission, the Debtors
       and the U.S. Department of Justice, and the Debtors and
       the Rigas Family were reasonable and in the best interests
       of the ACOM Debtors' estates;

    2. Whether the Bankruptcy Court erred in approving Settlement
       Agreements that improperly give discretion to the
       government to administer a restitution fund in a manner
       that permits distributions to statutorily subordinated
       victims in violation of the absolute priority rule set
       forth in the Bankruptcy Code; and

    3. Whether the Bankruptcy Court erred in adhering to the
       Settlement Order after granting the Creditors Committee's
       motion for reconsideration where, subsequent to the entry
       of the Settlement Order:

          (i) the DoJ conceded to the Second Circuit Court of
              Appeals that -- contrary to its representations to
              the Debtors and the Bankruptcy Court -- it would not
              be able to obtain title to the assets to be
              forfeited pursuant to the Settlement Agreements
              absent approval of those agreements; and

         (ii) the U.S. Supreme Court overturned the conviction of
              Arthur Andersen LLP (Arthur Andersen LLPO v. United
              States, no. 04-368, slip op. (2005)), a conviction
              that had provided the primary basis for the Debtors'
              decision to enter into Settlement Agreements that
              the Debtors themselves believed to be extortionate.

                        Other Amendments

U.S. Bank National Association, as Indenture Trustee, also amends
its appeal, while the Official Committee for Equity Security
Holders amends its cross-appeal.  U.S. Bank and the Equity
Committee want the District Court to review Judge Gerber's
decision on the Reconsideration Motion of the Order Approving the
Three Related Settlements.  Judge Gerber had affirmed his
decision approving the settlements.

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)


ATA AIRLINES: Unsecured Creditors Can Participate in Transactions
-----------------------------------------------------------------
As previously reported, ATA Holdings Corp. and ATA Airlines, Inc.,
sought the U.S. Bankruptcy Court for the Southern District of
Indiana's authority to employ Jefferies & Company, Inc., SkyWorks
Capital, LLC, and SkyWorks Securities, LLC, to assist them in
procuring the necessary capital to reorganize successfully.

According to Melissa M. Hinds, Esq., at Baker & Daniels, in
Indianapolis, Indiana, ATA selected Jefferies and SkyWorks because
of their extensive experience in the financing of companies in the
airline industry, including the reorganization and restructuring
of troubled companies, both out-of-court and in Chapter 11
proceedings.  The Investment Bankers have provided a broad range
of corporate advisory services to their clients including services
pertaining to:

   -- general financial advice;
   -- mergers, acquisitions and divestitures;
   -- special committee assignments;
   -- capital raising; and
   -- corporate restructurings.

            Unsecured Creditors Allowed to Participate

While the Official Committee of Unsecured Creditors is amenable to
the employment of Jefferies & Company, Inc., SkyWorks Capital, LLC
and SkyWorks Securities, LLC, the Creditors Committee is concerned
with regards to the appropriate amount of financing and the terms
of the financing that must be raised for the Debtors to be able to
reorganize successfully, especially given the risk of dilution to
the unsecured creditors.

After negotiations, the Debtors and the Firms have agreed to the
language proposed by the Creditors Committee to be included in the
Engagement Letter.

The parties agree that Unsecured Creditors will be given an
opportunity, pro rata based on their holdings, to participate in
the Transaction on the same terms and conditions as are offered or
negotiated with other parties other than any break-up fee or
expense reimbursement provision that may be negotiated with other
parties.  Unsecured Creditors will also be given preference in the
event that there is more financing available on the terms and
conditions than the Debtors determine to incur.

The parties also recognize that after receipt from interested
parties of initial expressions of interest or term sheets with
respect to a proposed Transaction, the Debtors will likely need to
offer to the party or combination of parties that tenders the
highest and best term sheet proposals a break-up fee or expense
reimbursement remedy and possibly other "bid" protections to
incentivize the Lead Bidder to proceed with due diligence and to
negotiate and execute, subject to Court approval, definitive
documentation committing the Lead Bidder to the terms of a
proposed Transaction.  The Unsecured Creditors' status and amounts
of holdings will be determined as of the deadline established by
the Debtors for submission of initial expressions of interest or
term sheets.

The parties also agree that the provision in the Engagement
Letter providing for a 50 basis point reduction in the Firms' fee
structure if the financing is received from "Certain Parties," is
removed in its entirety.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: U.S. Trustee Wants More Facts on Mercer Management
----------------------------------------------------------------
As previously reported, ATA Airlines, Inc., sought to employ
Mercer Management Consulting, Inc., to assist in the
implementation of a maintenance reduction strategy aimed at
generating a $15 million to $20 million in one-time and run rate
cost savings.

Mercer has over 20 years of experience in providing bankruptcy
reorganization and executory contract consulting services to
financially troubled organizations.  The Firm has provided
consulting services in a number of large and mid-size airline
bankruptcy restructurings, including, UAL Corporation, America
West Airlines, TWA, Mark Air, Continental Airlines and States
West Airlines.

Melissa M. Hinds, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the initial scope of the cost reduction
strategy project with Mercer includes engine, airframe and
component maintenance as well as line maintenance at select
locations.  Upon implementation, savings may be realized through
lower cost of materials, lower cost of repairs, reduced inventory
and carrying costs, improved supplier terms, reduction in claims
and any differential in labor costs.

The project includes a development of baseline and forecasting
analysis, the evaluation of market based options and the
implementation of these decisions that drive immediate and
sustainable savings throughout ATA's aircraft maintenance supply
chain.

                      U.S. Trustee Responds

The U.S. Trustee wants further details on the proposed monthly
activities of Mercer Management Consulting, Inc.  The U.S.
Trustee needs the information to determine whether Mercer's
$270,000 monthly fee is reasonable or potentially duplicative of
work performed by other professionals.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATLANTIC MUTUAL: Countrywide Alliance Cues S&P to Hold Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' counterparty
credit and financial strength ratings on Atlantic Mutual Insurance
Co., Centennial Insurance Co., and Atlantic Lloyds Insurance Co.
of Texas.

Standard & Poor's also affirmed its 'B+' surplus note rating on
Atlantic Mutual Insurance Co.

The outlook on these ratings is stable.

The rating reflects a new strategic alliance between Atlantic
Mutual and an insurance company subsidiary of Countrywide
Financial Corp. (A/Stable/--).  Atlantic Mutual should benefit
from Countrywide's strong brand and national presence in the
marketing of its personal lines business, and its capitalization
should be strengthened due to quota share reinsurance in which
Countrywide will take part of the risk.

Although the alliance could benefit Atlantic Mutual's rating,
there are offsetting risks that prevent an upgrade or positive
outlook at this time.

A future upgrade could occur if:

    * the Countrywide alliance succeeds,
    * results in personal lines are good, and
    * surplus increases from the March 31, 2005, level,

although an upgrade is not expected to be possible before 2006.

A downgrade could occur:

    * if the Countrywide alliance were unsuccessful,

    * if agent and customer loyalty were to falter,

    * if personal lines results are poor, or

    * if there is adverse development in the run-off commercial
      book greater than the modest deficiency that Standard &
      Poor's incorporates into its capital model.

The personal lines business is expected to generate underwriting
profits in 2005-2006.  Premiums should be supported by agent and
customer loyalty, although a moderate decline is likely as
Atlantic Mutual begins to share premiums with Countrywide.
Restructuring costs and the effects of a reinsurance commutation
in the first quarter will affect overall 2005 results.

After the first quarter, restructuring costs are expected to
decline, and no further losses from reinsurance commutations are
expected now that all finite reinsurance contacts that had the
effect of increasing surplus have been unwound.  The company is
expected to have sufficient resources to meet interest coverage
requirements in 2005 and has sufficient capitalization.  Quality
of capital is weakened by excessive reliance on surplus notes, but
this is expected to improve over time due to retained earnings, or
if the company succeeds in replacing some of the surplus notes
with other forms of capital.


ATLAS AIR: Distributes & Issues Shares to Eligible Claimholders
---------------------------------------------------------------
Atlas Air Worldwide Holdings, Inc. (OTC: AAWWV.PK) has begun a pro
rata distribution of 16,095,776 shares of AAWW's new common stock
to holders of allowed general unsecured claims against the Company
and certain of its subsidiaries.

The new shares are being distributed pursuant to the terms of a
Joint Plan of Reorganization, confirmed by the U.S. Bankruptcy
Court for the Southern District of Florida on July 16, 2004, under
which AAWW and its subsidiaries, including Atlas Air, Inc., and
Polar Air Cargo, Inc., emerged from Chapter 11 bankruptcy
protection on July 27, 2004.

As provided in the Joint Plan of Reorganization, the current
issuance represents the first distribution on a total of
17,202,666 shares of new common stock of AAWW that have been
allocated to the holders of allowed general unsecured claims
against the bankruptcy estates of Atlas, AAWW, Airline Acquisition
Corp I, and Atlas Worldwide Aviation Logistics, Inc.

Under the Plan, shares will be issued to holders of allowed claims
in the same proportion as each holder's allowed claim bears to the
total amount of allowed claims.  The exact number of shares that
each claimholder ultimately receives is dependent on the final
total of allowed claims under the Plan of Reorganization and other
factors, such as unclaimed distributions and fractional share
interests.  Distributions of shares remaining after the initial
distribution will take place on a quarterly basis, beginning on or
about October 11, 2005.

Including the current distribution, AAWW will have issued
18,893,110 shares of new common stock pursuant to the Joint Plan
of Reorganization, or about 94.5% of the 20,000,000 new shares
originally allocated by the Plan.  These totals do not include
652,815 shares of new common stock issued pursuant to AAWW's 2004
Long-Term Incentive and Share Award Plan since emergence or an
additional 200,000 shares of new common stock that AAWW issued in
August 2004 by order of the Bankruptcy Court in connection with a
settlement involving the restructuring of an aircraft lease.

                     Distribution Procedures

Distributions to holders of allowed Senior Note claims (relating
to Atlas's 10.75% Notes due 2005, 9.375% Notes due 2006, and 9.25%
Notes due 2008) will be made via the applicable Indenture Trustee,
which will transmit the shares to the respective Senior Note
claimholders.  Distributions to holders of other allowed general
unsecured claims will be made directly to such claimholders in
accordance with the Joint Plan of Reorganization.

Should the distribution of new common stock result in a
claimholder being entitled to the receipt of a fractional share,
AAWW's disbursing agent will retain the fractional share until a
distribution would result in a whole number of shares being
distributed to the claimholder on the next applicable distribution
date.

For purposes of a final share distribution under the Joint Plan of
Reorganization, fractions of new common stock will not be issued.  
Instead, fractions of new common stock will be rounded up or down
to the nearest whole number, with fractions equal to or less than
0.5 of a share rounded down.  Any remaining undistributed shares
on the final distribution date will be released from AAWW's new
common stock reserve and become authorized, unissued common stock
of AAWW.

Information regarding the calculation of shares distributed to
claimholders is available at no charge at:

       http://www.atlasreorg.com/stockdistributionlist.html

As of May 19, 2005, claims of $604.6 million have been allowed and
claims of $60.4 million remained disputed.  The latter figure,
however, has been and continues to be reduced by virtue of the
ongoing claims reconciliation process.

Following the first distribution of shares to holders of allowed
unsecured claims, the remaining balance of shares of new common
stock authorized for issuance under the Joint Plan of
Reorganization will be reserved for issuance to holders of
disputed general unsecured claims against the bankruptcy estates
of Atlas, AAWW, Airline Acquisition Corp I, and Atlas Worldwide
Aviation Logistics, Inc., in the event such disputed claims are
subsequently determined to be allowed claims.

To the extent that any such disputed claims become disallowed
claims, the shares of new common stock reserved for issuance to
the holders of such disputed claims will be distributed pro rata
to holders of allowed general unsecured claims previously
receiving shares of new common stock.

                     Polar Claimholders

As provided in the Joint Plan of Reorganization, holders of
allowed general unsecured claims against Polar are not entitled to
receive any distribution of new common stock shares on their
claims.  Instead, such holders are entitled to receive an amount
in cash equal to 60% of their allowed claims.  Payments on allowed
Polar claims commenced on Oct. 1, 2004.

AAWW is the parent company of Atlas Air, Inc. (Atlas) and Polar
Air Cargo, Inc. (Polar), which together operate the world's
largest fleet of Boeing 747 freighter aircraft.

Atlas is the world's leading provider of ACMI (aircraft, crew,
maintenance and insurance) freighter aircraft to major airlines
around the globe.  Polar is among the world's leading providers
of airport-to-airport freight carriage.  Polar operates a
global, scheduled-service network and serves substantially all
major trade lanes of the world.

Through both of its principal subsidiaries, AAWW also provides
commercial and military charter services.

Atlas Air Worldwide Holdings, Inc. -- http://www.atlasair.com/
-- is a worldwide all-cargo carriers that operate fleets of
Boeing 747 freighters.  The Company filed for chapter 11
protection (Bankr. S.D. Fla. Case No. 04-10794) on January 30,
2004.  The Honorable Robert A. Mark presided over Atlas'
restructuring proceeding.  Jordi Guso, Esq., at Berger Singerman,
represents the debtor.  Atlas Air emerged from bankruptcy on
July 27, 2004.  When the Company filed for bankruptcy, it listed
$1,451,919,000 in assets and $1,425,156,000 in debts.


CANNONDALE CORP: Wants Administrative Bar Date Extended to July 31
------------------------------------------------------------------
CB Liquidation Corp. -- successor-in-interest to Cannondale
Corporation -- asks the U.S. Bankruptcy Court for the District of
Connecticut, Bridgeport Division, to extend the administrative
claims bar date to July 31, 2005.

Gregory B. Schiller, Esq., at Zeisler & Zeisler, P.C. in
Bridgeport, Connecticut, contends that CB Liquidation needs more
time to determine all administrative claims that have accrued
against the Debtor's estate from January 29, 2003, through
December 7, 2004.

Headquartered in Bethel, Connecticut, Cannondale Corporation
manufactures and distributes high performance bicycles, all-
terrain vehicles, motorcycles and bicycling and motorsports
accessories and equipment.  The Company filed for chapter 11
protection on January 29, 2003 (Bankr. Conn. Case No. 03-50117).  
James Berman, Esq., at Zeisler and Zeisler, represents the Debtor.  
When the Company filed for protection from its creditors, it
listed $114,813,725 in total assets and $105,245,084 in total
debts.  On Dec. 7, 2004, the Court confirmed the Debtor's Plan of
Reorganization.


CATHOLIC CHURCH: Spokane Claimants Rep. Gets OK to Tap Bush Strout
------------------------------------------------------------------
Judge Williams authorizes Gayle E. Bush, the Future Claimants
Representative appointed in the Diocese of Spokane's Chapter 11
case, to retain Bush Strout & Kornfeld as its attorney, effective
as of May 10, 2005.

As previously reported, Mr. Bush needs the assistance of a special
counsel to investigate and assess the claims of the Unknown Tort
Claimants, and to represent their interests before the U.S.
Bankruptcy Court for the Eastern District of Washington.

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

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


CENTRAL EUROPEAN: Moody's Rates EUR310 MM Sr. Sec. Notes at (P)B2
-----------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)B2 corporate
family rating (previously known as senior implied rating) to
Central European Distribution Corporation.

Concurrently, Moody's assigned a provisional (P)B2 rating to the
company's proposed issuance of EUR310 million senior secured notes
which will be used to partially fund the acquisition of Bols Sp. z
o.o. and the potential acquisition of Polmos Bialystok, two
leading vodka producers in Poland.  While the Bols acquisition is
now close to completion, CEDC is currently in advanced exclusive
negotiations with the Polish government to acquire a majority
stake in Bialystok.  The ratings assigned are therefore contingent
upon completion of both acquisitions as presented to Moody's.  The
rating agency also notes that both acquisitions are still subject
to receiving clearance from the national competition authorities.

These ratings were assigned:

   -- Corporate family rating of (P)B2
   -- EUR 310 million senior secured notes due 2012 rated (P)B2

The outlook for all ratings is negative.

The (P)B2 corporate family rating reflects:

   1) the company's leading market positions in the distribution
      of alcoholic beverages and, following the successful
      completion of the Bialystok acquisition, in the production
      of vodka in Poland;

   2) the national footprint and strength of CEDC's distribution
      network together with positive industry dynamics underpinned
      by favourable macroeconomics conditions, namely low
      inflation rate and increasing disposable income;

   3) the potential benefits associated with a higher degree of
      vertical integration, following the proposed acquisitions,
      which is likely to strengthen the company's market position
      and improve its cash flow profile; and

   4) the expected positive impact of the removal of import duties
      and reduction of excise taxes in Poland as the country
      converges toward EU regulations.

However, the ratings also reflect:

   1) CEDC's revenue concentration on sales of domestic vodka
      combined with a slower growth trend in spirits consumption
      in the Polish market vis a vis wine and beer consumption;

   2) significant integration risks and limited disclosure of
      information associated in particular with the potential
      acquisition of Bialystok;

   3) Moody's expectations that the company's activities as both
      producer and distributor may hinder CEDC's relationships
      with the other local vodka producers and international
      distillers;

   4) Moody's concerns on the ability to upstream funds from
      certain operating subsidiaries (namely Bialystok) to the
      holding company exacerbated by the risk of potential cash
      outflows associated with certain contingent liabilities; and

   5) the company's highly leveraged capital structure.

CEDC is a leading importer and distributor of alcoholic beverages
in Poland with a portfolio of more than 700 brands; the company
benefits from the fragmented although highly competitive nature of
the Polish distribution industry for alcoholic beverages.  The
company is the only distributor with national presence while its
main competitors mainly cover regional or local areas.  Moody's
expects the company to continue to actively contribute to the
consolidation of the alcoholic beverages distribution in Poland
through a number of bolt-on acquisitions.

Moody's positively regards the potential acquisition of Bialystok
as an essential step to gain a significant share of vodka
production in Poland (Bols and Bialystok will benefit from a
combined share of approximately 32% of the Polish vodka market in
value terms) and internalise the economic benefit of higher
operating margins generally attached to the production of vodka
and spirits.  Moody's also believes that the combined acquisition
of Bols and Bialystok will strengthen CEDC's leadership in the
distribution as it benefits from a more extensive product offering
and strong bargaining power vis a vis the retailers.  

The company is likely to internalise a large portion of the
distribution of Bols and Bialystok's brands currently operated by
third party distributors.  The acquisitions may also support the
company's aspiration to increase the export of Polish vodka by
leveraging on CEDC's good relationship with Remy Cointreau (as the
Bols acquisition will be funded through a combination of debt and
equity issuance, Remy is expected to control approximately 8.3% of
CEDC's share capital at closing).

In Moody's opinion, CEDC is also well positioned to take advantage
of regulatory changes being implemented in Poland, such as the
removal of import taxes as a result of Poland's accession to the
EU in May 2004, by virtue of its leading role as major distributor
of a large number of higher margin imported products including
international wine and beer.  Whilst Moody's notes that any growth
in demand for imported vodka may hinder Bols' performance,
however, Moody's recognizes that the Polish preference for local
brands will continue to partly protect national vodka from
international competition.

However, CEDC's business profile negatively reflects the risk of
revenue concentration on the production and distribution of
domestic vodka.  During financial year 2004, domestic vodka
represented approximately 75% of the company's consolidated sales
while beer and wine (both presenting higher growth of consumption
rates) accounted for 17% of the company's net sales.  Although
vodka consumption presents a certain degree of resiliency in the
Polish market, Moody's anticipates that beer and wine consumption
will continue to grow as the country's life style evolves towards
more Western European standards, thus negatively affecting sales
of domestic vodka.

The (P)B2 corporate family rating also reflects a material degree
of integration risk associated with the proposed acquisitions of
Bols and Bialystok.  In particular, Moody's cautions that the
ability of the company's management to reduce operational costs
mainly through headcount reduction and improve profitability may
be restricted by the sale agreements signed with the Polish
government as well as the powerful role of the unions particularly
at Bialystok.  In addition, Moody's notes that the Polish
government has not provided any indemnity to the company against
the risk of unexpected liabilities at Bialystok particularly in
light of the limited disclosure of information granted to the
purchaser during the negotiation process.

Moreover, the acquisition by CEDC of Bols and Bialystok -
respectively the third and second largest producers of vodka in
Poland -- may hamper the company's relationships with other local
and international vodka producers as the company is likely to
market its own brands more aggressively than other producers'
brands.  While Moody's recognizes that the company currently owns
the only distribution network with national scale, however the
risk of a negative impact of the company's activities as both
producer and distributor on its distribution sales is significant.

Moody's also cautions the ability of certain operating
subsidiaries to successfully upstream funds to the issuer in order
to service the interests on the debt raised at that level.  In
particular, CEDC will receive only 61% of the dividends which will
be upstreamed by Bialystok as minority shareholders will represent
39% of Bialystok's share capital following the acquisition.

While Moody's understands that the management is actively
reviewing a number of potential solutions, the ratings factor the
risk and the uncertainty around the feasibility of any action the
management may take to address the current situation.  In
addition, the company may face the risk of potential additional
cash outflows related to the Bols share sale agreement which makes
the company liable to pay to Bols' previous shareholders any
shortfall in the share price over the four weeks immediately
preceding the first anniversary of closing in the event the share
price falls below US$32.59.

The company's capital structure is highly leveraged with pro-forma
lease-adjusted total debt/EBITDAR above 5.7x as of December 2004
(based on unaudited consolidated financials of CEDC, Bols and
Bialystok) reflecting that CEDC will benefit only proportionally
from Bialystok's EBITDA.  The liquidity available to the company
includes pro-forma for proposed acquisitions:

   1) cash available on balance sheet of US$22.3 million as of
      March 2005 (net of around US$63 million outflow that
      Bialystok is committed to pay to its employees in respect of
      the share repurchase realised in 2004); and

   2) working capital facilities -- secured by inventory - for a
      total amount which cannot exceed the greater of US$40
      million or 65% of the inventory level at CEDC and its
      restricted subsidiaries (the indenture would allow the
      company to raise additional liquidity ranking pari passu to
      the notes should this be permitted under the 2.25 to 1 debt
      incurrence test).

Moody's also acknowledges that the company may liquidate
additional US$35.6 million of short term investments at Polmos
Bialystok.

The outlook for all ratings is negative reflecting:

   1) integration and execution risk presented by the proposed
      acquisitions; and

   2) potential for liquidity exposure should the company have to
      fund a share price adjustment with respect to the Bols
      acquisition during 2006.

The ratings could stabilise should the company demonstrate a
successful integration of the acquisitions and an improved
liquidity profile.

Conversely, ratings could fall if the transactions do not proceed
as anticipated, or if improvements in financial leverage and
operating performance do not materialise, in particular if pro
forma adjusted leverage exceeds 6.5x or EBIT margins fall below
8%.

                    Transaction Overview

The proposed senior secured notes will be issued by CEDC, the
ultimate holding company, and benefit from a senior guarantee of
certain of the company's operating subsidiaries which will
represent approximately 96% of consolidated EBITDA as of December
2004 pro-forma for the Bols' acquisition.  If the acquisition of
Bialystok is also completed, companies guaranteeing the Notes will
represent around 65% of consolidated EBITDA.  The notes will be
secured by a pledge over the shares that CEDC and Carey Agri --
the company's principal distribution subsidiary - own in each of
the operating subsidiaries guaranteeing the notes.

The net proceeds of the proposed senior notes, alongside with
around US$108.7 million proceeds from the equity offering,
will be used to pay the initial acquisition price of Bols of
US$270.0 million and the US$310 million acquisition price for the
61% of Bialystok's share capital.  The remaining funding will be
used to cover transaction fees and expenses.  CEDC will on-lend
the proceeds from the issuance of the notes to Carey Agri to
finance the Bols and Bialystok acquisitions.  The servicing of
debt will rely on the dividends that will be upstreamed from the
subsidiaries to Carey Agri.  Moody's notes that potential cash
leakages to minority shareholders at Bialystok and tax regulations
might render cash distributions from Bialystok and Bols to Carey
Agri not economically advantageous.

                  Structural Considerations

The (P)B2 rating assigned to the senior notes reflects the fact
that the proposed senior notes will represent the main source of
financing and that they will rank effectively subordinated to
approximately US$22.9 million of indebtedness raised at the
guarantors subsidiaries in addition to trade payables and US$17.3
million financial indebtedness currently raised at the non-
guarantors subsidiaries' level.

The proposed notes will be sold in a privately negotiated
transaction without registration under the United States
Securities Act of 1933 under circumstances reasonably designed to
preclude a distribution thereof in violation of the Act.  The
issuance will be designed to permit resale under Rule 144A.

                       Company Summary

Headquartered in Warsaw, Poland, CEDC is a leading importer and
distributor of alcoholic beverages in Poland.  After the
acquisition of Bols and the potential acquisition of 61% of Polmos
Bialystok, CEDC will also become the largest producer of vodka in
Poland.

Pro forma for the acquisition of Bols, CEDC will have net sales
(net of rebates and value added tax) and EBITDA of US$650.3
million and US$56.7 million, respectively, for financial year
ended 31 December 2004.  Pro forma for the acquisition of both
Bols and Bialystok, CEDC will have net sales of US$709.2 million
and EBITDA of US$83.2 million, respectively, for financial year
ended 31 December 2004.

The company securities are traded in the United States.   The
Company's SEC filings can be accessed at
http://ResearchArchives.com/t/s?65r


CENTURY/ML: Has Until September 28 to File Chapter 11 Plan
----------------------------------------------------------
Judge Gerber of the U.S. Bankruptcy Court for the Southern
District of New York extended the exclusive periods in which
Century/ML Cable Venture and its partners ML Media Partners LP and
Century Communications Corp. may:

    a. file a plan of reorganization through September 28, 2005,
       and

    b. solicit and obtain acceptances to that plan through
       November 22, 2005.

Century Communications Corporation filed for Chapter 11 protection
on June 10, 2002.  Century's case has been jointly administered to
proceedings of Adelphia Communications Corporation.  Century
operates cable television services in Colorado, California and
Puerto Rico.  CENTURY is an indirect wholly owned subsidiary of
ACOM and an affiliate of Adelphia Business Solutions, Inc.
Lawyers at Willkie, Farr & Gallagher represent CENTURY.

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)


CKE RESTAURANTS: Improved Credit Measures Cue S&P to Lift Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on quick-
service restaurant operator CKE Restaurants Inc.  The corporate
credit and senior secured debt ratings were raised to 'B+' from
'B', and the subordinated debt rating was elevated to 'B-' from
'CCC+'.  The outlook is stable.

"The upgrade is based on improved credit protection measures that
resulted from a continuation of good operating performance at
Carl's Jr., a stronger performance at Hardee's, and debt
reduction," said Standard & Poor's credit analyst Robert
Lichtenstein.

The ratings on Carpinteria, California-based CKE reflect:

    * the company's participation in the highly competitive quick-
      service sector of the restaurant industry,

    * weak cash flow protection measures, and

    * a highly leveraged capital structure.

The ratings also take into account the poor historical operating
performance of its Hardee's restaurant concept.  CKE is an
operator and franchiser of restaurants operating primarily under
the Carl's Jr. and Hardee's brand names.

In order to improve results at Hardee's, management changed its
focus to premium products from discount products, targeting 18- to
35-year-old males.  Results have been encouraging, with sales
gains and margin improvement over the past two years.  Still, the
Hardee's brand is only approximately break-even.  Moreover,
promotional pricing activity by larger competitors, such as
McDonald's and Burger King, could challenge the company's strategy
of focusing on premium products or duplicate any success.

Profitability improved in the past two years after several years
of weak results.  Same-store sales at Carl's Jr. rose 2.4% in the
first quarter of 2005, and 7.7% in all of 2004, while same-store
sales at Hardee's was flat in the first quarter of 2005, after
rising 7% in all of 2004.  EBITDA margins over the past 24 months
expanded to 9%, from 8%, as sales leverage offset higher commodity
costs.


COLE HOUSE: Case Summary & 24 Known Creditors
---------------------------------------------
Debtor: Cole House, LLC
        dba Coles House, LLC
        24 Dosorios Way
        Glen Cove, New York 11542

Bankruptcy Case No.: 05-84745

Chapter 11 Petition Date: July 12, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Kenneth A. Reynolds, Esq.
                  Pryor & Mandelup, LLP
                  675 Old Country Road
                  Westbury, New York 11590
                  Tel: (516) 997-0999
                  Fax: (516) 333 7333

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 24 Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
AAA Sprinkler                                  Unknown
151 Dupont Street
Plainview, NY 11803

ADT Security Services                          Unknown
Law Offices of Richear R. Della Croce
9447 West 144th Place
Orland Park, IL 60462

All Island Repair                              Unknown
409 Burt Drive
Deer Park, NY 11729

Citicorp Vendor Finance Inc.                   Unknown
fka Copelco Capital Inc.
David L. Ganje, Esq.
Ganje Law Office
2 Tower Place
Albany, NY 12203

City of Glen Cove                              Unknown
Re Tax Department
City Hall
Glen Street
Glen Cove, NY 11542

Community Development Agency                   Unknown
City Hall
9 Glen Street
Glen Cove, NY 11542

Fleet National Bank                            Unknown
successor by merger to Fleet National Bank N.A.
111 Westminster Street
Providence, RI 02903

Forchelli, Curto, Schwartz, Mineo,             Unknown
Carlino & Cohn, LLP
330 Old Country Road
Mineola, NY 11501

Glen Cove Water Department                     Unknown
City Hall
Glen Cove, NY 11542

Jed Morey                                      Unknown
Dosoris Lane
Glen Cove, NY 11542

Key Span                                       Unknown
One Metrotech Center
Brooklyn, NY 112013850

Lazer, Aptheaker, Rosella & Yedid, PC          Unknown
Melville Law Center
225 Old Country Road
Melville, NY 11747

LIPA/Brooklyn Union of Long Island             Unknown
Attn: Elisa M Pugliese, Esq.
175 East Old Country Road
Hicksville, NY 11801

Natgas Company                                 Unknown
c/o Rabinowitz & Galina
94 Willis Avenue
Mineola, NY 11501

New York State Dept of Taxation & Finance      Unknown
Queens District Office
8002 Kew Gardens Road
Kew Gardens, NY 11415

New York State Department of Tax & Finance     Unknown
Tax Compliance Division in Nassau DO
400 Oak Avenue
Garden City, NY 115306546

NuCo2 Inc.                                     Unknown
P.O. Box 3328
Stuart, FL 34495

Rosanne Fogarty                                Unknown
c/o David Chefec, Esq.
100 Crossways Park West
Woodbury, NY 11797

Sal Dantona                                    Unknown
Dantona Industries
3051 Burn Avenue
Wantagh, NY 11793

Saxony Ice Company                             Unknown
500 Fenimore Road
Mamaroneck, NY 10543

School Taxes Glen Cove                         Unknown
Town of Oyster Bay, Receiver of Taxes
Town Hall West
74 Audrey Avenue
Oyster Bay, NY 11771

Silverman Perlstein Acampora LLP               Unknown
100 Jericho Quadrangle, Suite 300
Jericho, NY 11753

Sunshine & Feinstein LLP                       Unknown
666 Old Country Road, Suite 605
Garden City, NY 11530

Town of Oyster Bay                             Unknown
Receiver of Taxes
Town Hall West
74 Audrey Avenue
Oyster Bay, NY 11771


COLLINS & AIKMAN: SEC Approves Delisting of Common Stock From NYSE
------------------------------------------------------------------
On June 13, 2005, the New York Stock Exchange, Inc., filed an
application with the Securities and Exchange Commission, pursuant
to Section 12(d) of the Securities Exchange Act of 1934 and Rule
12d2-2(c), to strike the common stock, $0.01 par value, of Collins
& Aikman Corporation, from listing and registration on the NYSE.

NYSE Rule 499 states that securities admitted to the list may be
suspended from dealings or removed from the list at any time.  In
addition, Section 802.01D of the Exchange's Listed Company Manual
states, in part, that the Exchange is not limited by the criteria
set forth in that section.  Rather, the Exchange may make an
appraisal of, and determine on an individual basis, the
suitability for continued listing of an issue in the light of all
pertinent facts whenever it deems the action appropriate, even
though a security meets or fails to meet any enumerated criteria.
Other factors that may lead to a company's delisting include:

     (i) among other things, conduct not in keeping with sound
         public policy or any other event or condition which may
         exist or occur that makes further dealings or listing of
         the security on the Exchange inadvisable or unwarranted
         in the opinion of the Exchange; or

    (ii) the failure of a company to make timely, adequate, and
         accurate disclosures of information to its shareholders
         and the investing public.

In the opinion of NYSE, the Security is no longer suitable for
continued listing and trading on NYSE.  The Exchange is taking
the action in view of the overall uncertainty surrounding the
completion of Collins & Aikman's current financial statement
filing requirements with the Commission, due to the previously
announced audit committee investigation into certain accounting
matters and the anticipated restatement of its result.  Collins &
Aikman has not yet filed its December 31, 2004, audited financial
statements on Form 10-K, nor its results for the first quarter
ended March 31, 2005 on Form 10-Q with the Commission.  In
addition, as noted in the Company's May 12, 2005 press release,
the Company "continues to face significant near term liquidity
challenges."  

Furthermore, Collins & Aikman had also recently fallen below the
Exchange's continued listing standard regarding average closing
price of a security of less than $1.00 over a consecutive 30
trading-day period and closed at $0.78 on May 11, 2005.

On May 12, 2005, the Exchange determined that the Security should
be suspended from trading and directed the preparation and filing
of this application with the Commission for the removal of the
Security from listing and registration on the Exchange.  The
Exchange notified Collins & Aikman of the Exchange's
determination by letter on May 12, 2005.  The Company had advised
the Exchange that it anticipates being quoted on the Pink Sheets
Electronic Quotation Service following the suspension.

Collins & Aikman had a right to appeal the determination to
delist the Security to a committee of the NYSE's Board of
Directors, provided that it filed a written request for such a
review with the Secretary of the Exchange within 10 business days
of receiving notice of delisting determination.  The Company did
not file a request within the specified time period.

The Commission, having considered the facts stated in the
application and having due regard for the public interest and
protection of investors, grants the NYSE's application effective
at the opening of business on June 30, 2005.

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


COLLINS & AIKMAN: Reports Delay in Form 11-K Filing With SEC
------------------------------------------------------------
Collins & Aikman Corporation disclosed with the Securities and
Exchange Commission that it is unable to timely file a Form 11-K
with financial statements for the Collins & Aikman Personal
Savings Plan.   KPMG LLP, Collins & Aikman's independent auditors,
are unable to complete their audit of the Savings Plan's 2004
financial statements because of the ongoing independent
investigation of controls over financial reporting and review of
certain accounting issues that are expected to require a
restatement of certain previously reported periods.  The delay is
also caused by Collins & Aikman's filing for Chapter 11
bankruptcy.

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


COLLINS & AIKMAN: Committee Wants to Examine Customer Contracts
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Collins & Aikman
Corporation and its debtor-affiliates points out that certain of
the Debtors' contracts with their customers are burdensome and
unprofitable for them and are the direct and continuing cause of
the Debtors' liquidity crisis.  The Committee believes that the
Debtors' performance under these contracts prior to the Petition
Date, gave rise to numerous causes of action under applicable
fraudulent transfer laws.  The Committee further believes that the
Debtors' continued performance under those contracts is causing
significant damage to their ability to reorganize successfully.

The Committee wants to conduct examinations and obtain relevant
documents pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, to investigate the ongoing relationship between the
Debtors and their customers, the Customers' future business plan
with respect to the Debtors' business, and the Debtors' assets and
liabilities.

Specifically, the Committee seeks information concerning the
Debtors' relationship with their customers, prepetition contracts,
the Customers' future business plan for the Debtors' estates as
these may impact the Debtors' ability to reorganize and the
Debtors' future business plan.

A list of the documents that the Committee requires is available
for free at:

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

Accordingly, the Committee asks the Court to:

   (a) direct each of the parties to appoint a corporate designee
       most knowledgeable about the topics required by the
       Committee; and

   (b) require the designee or designees to submit to examination
       by counsel for the Committee pursuant to Rule 2004.

                          Debtors Respond

Joseph M. Fischer, Esq., at Carson Fischer, P.L.C., in Birmingham,
Michigan, asserts that the issue before the Court is not whether
the Debtors should or will produce documents to the Committee --
the Debtors have already begun providing relevant material and are
committed to continue to do so according to a reasonable process.  
Rather, the question is whether the Committee should be permitted
to require the Debtors to produce an entirely unrealistic volume
of materials, the vast majority of which would not even be useful
to the Committee in pursuing its stated inquiry into
profitability.  Dumping huge volumes of documents on the
Committee, Mr. Fischer says, would be counterproductive for both
sides and prohibitively costly for the Debtors.

The optimal solution for all involved, Mr. Fischer suggests, is
for the Court to endorse far more reasonable and appropriate plan
under which the Debtors will continue to produce the most
informative possible materials -- summaries of profitability
analyses -- followed by additional materials for the highest
priority contracts identified by the Committee, and for the
Debtors to do so on a measured schedule that should be acceptable
to all parties.

Mr. Fischer argues that by initially providing a comprehensive but
concise overview of the profitability of many, but not all,
contracts, followed by a meet and confer and additional production
of more detailed information on those contracts about which the
Committee is most interested, the exchange of materials is
appropriately narrowed.

Following these exchanges, should the Committee determine that it
needs even more information, it may request the Debtors to provide
the material.  If the Debtors refuse, the Committee can ask the
Court to order production.

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


CORNING INC: Moody's Reviews Low-B Ratings for Possible Upgrade
---------------------------------------------------------------
Moody's Investors Service has placed both the long-term and
short-term debt ratings of Corning Incorporated under review for
possible upgrade.  At the same time, the rating agency affirmed
the company's SGL-1 speculative grade liquidity rating.

The ratings review will focus on:

   1) the profitability and free cash flow generation from each of
      the company's businesses with particular emphasis on its
      liquid crystal display and telecom segments;

   2) Corning's liquidity profile, incorporating customer
      deposits, ongoing levels of cash and expected usage of its
      bank revolver in light of minimal upcoming debt maturities;

   3) the company's desired capital structure going forward once
      the debt level has been reduced below the company's $2
      billion target; and

   4) the timing and cash implications surrounding the pending
      asbestos settlement.

Ratings placed under review for possible upgrade include:

Corning Incorporated:

   * Ba2 for the corporate family rating (previously called the
     senior implied rating);

   * Ba2 for senior unsecured notes, debentures, and IRBs;

   * (P)Ba2 for senior unsecured securities and (P)B1 for
     preferred stock issued pursuant to its 415 universal shelf
     registration;

   * B1 for mandatory convertible preferred securities and Not
     Prime for the short-term debt rating.

Corning Finance B.V.:

   * (P)Ba2 for senior, unsecured securities issued pursuant to
     its 415 universal shelf registration, guaranteed by Corning.

Oak Industries Inc.:

   * Ba3 for the convertible subordinated debt, guaranteed by
     Corning.

Corning's SGL-1 speculative grade liquidity rating reflects the
company's solid liquidity position, which is supported by over
$1.5 billion of cash on the balance sheet (at March 31, 2005) and
a $975 million five year undrawn revolving credit agreement which
matures in March 2010.  Moody's noted that Corning's cash on hand
and unused availability under the bank facility are more than
sufficient to meet maturing debt obligations, LCD expansion and
catalytic substrates investment requirements and cash
restructuring costs over the next twelve months.

Corning's bank facility includes two financial covenants, a
leverage ratio not to exceed 50% and an interest coverage ratio
not to fall below 3.50x.  At the end of March 2005, the company
was comfortably in compliance with both ratios - debt-to-
capitalization was approximately 36% and interest coverage was
approximately 8.4x.  There is no Material Adverse Change
representation or warranty required for individual borrowings
under the facility.  Moody's noted that Corning's assets are
virtually unencumbered and certain product lines or businesses are
readily saleable, factors which could provide additional
flexibility in liquidity planning if necessary.

Corning Incorporated, headquartered in Corning, New York, is a
diversified technology company providing products that serve:

   * telecommunication,
   
   * flat-panel display,
   
   * environmental,
  
   * life sciences, and
  
   * semiconductor industries through a global network of
     businesses, subsidiaries and equity-venture companies.


DOLLAR FINANCIAL: Subsidiary Increases Bank Loan to $80 Million
---------------------------------------------------------------
Dollar Financial Corp.'s (NASDAQ:DLLR) wholly owned subsidiary,
Dollar Financial Group, Inc., has amended and restated its
revolving credit facility.  This amendment increases Dollar
Financial Group's bank credit facility size to $80 million from
the previous amount of $49.8 million and improves pricing and
reduces commitment fees.  In addition, the facility has been
extended for one additional year of term and will now expire on
November 12, 2009.  The new facility became effective on July 8,
2005.

"We are pleased to have completed this amendment to our credit
facility as it supports Dollar Financial Group's working capital
growth and enhances the Company's ability to pursue new store
openings and acquisitions going forward," the Company's President,
Don Gayhardt, said.  "This facility increase combined with our
recently announced add-on offering of $30 million principal amount
of senior notes, significantly improves our financial flexibility,
allowing us to continue to build on our long-term strategy of
having diverse revenue streams through a strong product mix in our
domestic and international markets."

Wells Fargo Bank is the Administrative Agent and Sole Lead
Arranger, U.S. Bank, N.A., is the Syndication Agent and
Manufacturers and Traders Trust Company is the Documentation
Agent.  Other lenders in the facility include Citicorp North
America, Inc., Credit Suisse First Boston and Allied Irish Banks,
p.l.c.

Dollar Financial Corp. -- http://www.dfg.com/-- is a leading  
international financial services company serving under-banked
consumers.  Our customers are typically lower- and middle-income
working-class individuals who require basic financial services
but, for reasons of convenience and accessibility, purchase some
or all of their financial services from us rather than from banks
and other financial institutions.  To meet the needs of these
customers, we provide a range of consumer financial products and
services primarily consisting of check cashing, short-term
consumer loans, Western Union money order and money transfer
products, reloadable VISA(R) branded debit cards, electronic tax
filing, bill payment services, and legal document preparation
services.

At Mar. 31, 2005, Dollar Financial Corp.'s balance sheet showed a  
$62,367,000 stockholders' equity, compared to a $50,887,000  
deficit at Jun. 30, 2004.


EMMIS COMMS: Launches Exchange Offer for $350M Sr. Notes Due 2012
-----------------------------------------------------------------
Emmis Communications Corporation commenced an exchange offer for
$350,000,000 outstanding Floating Rate Senior Notes due 2012.  The
exchange notes will be issued under an indenture dated as of
June 21, 2005.

The exchange notes will mature on June 15, 2012, and will have
priority equal with all of the company's other existing and future
senior debt and senior in right of payment to its existing and
future subordinated indebtedness.  However, the notes will be
subordinated to any secured debt and to any indebtedness of Emmis'
subsidiaries (including a credit facility and an outstanding
6-7/8% senior subordinated notes due 2012 of Emmis Operating
Company).
  
The company expects to close the exchange offer at 5:00 p.m., New
York City time, on August 9, 2005.

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

                         *     *     *

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

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

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

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

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


ENRON CORP: Clarifies Agreement on Class Action Settlements
-----------------------------------------------------------
Enron Corp. clarifies that the settlement agreement in connection
with litigation related to its retirement plans applies only to
the interests of Enron and certain affiliated persons and entities
in the cases.  Claims against Ken Lay, Jeff Skilling and
Northern Trust Company in Pamela A. Tittle, et al. v. Enron Corp.,
et al. remain unresolved.  Northern Trust was not a defendant in
Elaine L. Chao v. Enron Corp., et al.

As reported in the Troubled Company Reporter yesterday, July 12,
Enron reached agreements to settle a governmental action and
related class action lawsuit currently pending against the company
and certain of its former officers, Northern Trust Company and
Arthur Anderson.  Under the proposed settlement, the United States
Department of Labor and the class action plaintiffs will have a
shared allowed general unsecured claim of $356.2 million and
receive distribution pursuant to Enron's Chapter 11 Plan.  Funds
above the settlement amount held in reserve by Enron on account of
these claims can now be released for distribution to creditors.

Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- 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.


FEDERAL-MOGUL: Files 2004 Hourly Employees Investment Plan Report
-----------------------------------------------------------------
Federal-Mogul Corporation delivered to the Securities and Exchange
Commission an annual report with respect to its Employee
Investment Program for the fiscal year ended December 31, 2004.  
The annual report was filed on Form 11-K and was made pursuant to
Section 15(d) of the Securities Exchange Act of 1934.

Federal-Mogul Corporation sponsors the Federal-Mogul Corporation
Employee Investment Program, a defined contribution plan that
provides its eligible hourly employees with a program for making
voluntary pre-tax and after-tax contributions.

As the independent fiduciary, Fiduciary Counselors Inc. manages
the Plan's investment in the Federal-Mogul Corporation Common
Stock.

Ernst & Young, LLP, audited the Program's financial statements.

A full-text copy of the 2004 Annual Report on the Investment
Program for Hourly Employees is available for free at:

               http://ResearchArchives.com/t/s?63      

                    Federal-Mogul Corporation
                    Employee Investment Program
         Statement of Net Assets Available for Plan Benefits

                                       Year Ended December 31
                                   -----------------------------
                                        2004            2003
                                   -------------   -------------
ASSETS
Receivables:
    Participant loans                $10,799,723      $9,959,442
    Company contributions                101,358          66,087
    Participant contributions            194,662         181,672
    Participant loan interest              9,841           9,781
                                    ------------    ------------
Total Receivables                    11,105,584      10,216,982
Investments in Master Trust         230,956,374     215,698,640
                                    ------------    ------------
       Total Assets                 $242,061,958     255,915,622
                                    ============    ============

LIABILITIES
Forfeited accounts owed to
  the company                            323,878         134,239
                                    ------------    ------------
Net assets available for
  Plan Benefits                     $241,738,080    $225,781,383
                                    ============    ============

                    Federal-Mogul Corporation
                    Employee Investment Program
                 Statement of Changes in Net Assets
                    Available for Plan Benefits

                                      Year Ended December 31
                                   -----------------------------
                                        2004            2003
                                   -------------   -------------
ADDITIONS
Dividends and interest                $8,837,700      $7,747,208
Participant contributions             13,747,149      13,502,523
Company matching contributions         3,079,558       1,337,838
Company pension contributions          3,251,874       3,388,747
                                   -------------   -------------
    Total Additions                   28,916,281      25,976,316

DEDUCTIONS
Benefits paid to participants         20,686,184      22,587,482
Administrative expenses                  102,730          71,662
Portion of company distribution
  account forfeited upon withdrawal
  of members                             325,884         513,804
                                    ------------    ------------
    Total Deductions                  21,114,798      23,172,948

Net realized/unrealized
  appreciation/(depreciation)
  in fair value of investments
  in Master Trust                      8,681,398      19,529,167

Net transfers from/(to) other
  company investment programs           (526,184)      3,666,668
                                    ------------    ------------
    Net increase                      15,956,697      25,999,203

Net assets available for plan
  benefits at beginning of year      225,781,383     199,782,180
                                    ------------    ------------
Net assets available for
  Plan Benefits at end of year      $241,738,080    $225,781,383
                                    ============    ============

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's
largest automotive parts companies with worldwide revenue of
some US$6 billion.  The Company filed for chapter 11 protection
on October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
US$10.15 billion in assets and US$8.86 billion in liabilities.
At Dec. 31, 2004, Federal-Mogul's balance sheet showed a
US$1.925 billion stockholders' deficit.  At Mar. 31, 2005,
Federal-Mogul's balance sheet showed a US$2.048 billion
stockholders' deficit, compared to a US$1.926 billion deficit at
Dec. 31, 2004.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. (Federal-Mogul
Bankruptcy News, Issue No. 86; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FIVE RIVERS: Wants Until October 25 to File Chapter 11 Plan
-----------------------------------------------------------
Five Rivers Electronic Innovations, LLC, and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Eastern District of
Tennessee, Greeneville Division, for an extension of the time
within which they alone can file and solicit acceptances of a
chapter 11 plan.  The Debtors want until October 25, 2005, to file
a plan and until December 24, 2005, to solicit acceptances of that
plan.

The Debtors need more time to negotiate with creditors on the
formulation of a viable and confirmable plan of reorganization.  

                       Committee Balks

The Official Committee of Unsecured Creditors of Five Rivers notes
that the Debtors have been in bankruptcy for 8 months.  That
period, the Committee contends, is long enough to have drafted a
chapter 11 plan.

The Committee asks the Court to compel the Debtors to file a plan
by July 31, 2005.

                    Closing of Plant Looms

According to published reports, Five Rivers might not be able to
keep its business open for long.  Competition from China and other
electronics manufacturing companies make it difficult for the tool
and die machine shop to keep up.  

The company is awaiting payments from tariffs paid to the U.S.
Government as a result of its winning a legal suit against China
for selling low-cost television sets.  Some analysts believe the
money won't arrive soon enough to save the company.

Headquartered in Greeneville, Tennessee, Five Rivers Electronics
Innovations, LLC, assembles, tests, and packages a variety of
consumer electronic products (like television sets) utilizing
the latest automation and robotics technology.   Five Rivers,
Creative Molding, LLC, and Distribution Services, LLC, are
affiliates of Taylor-White, LLC -- http://www.taylorwhite.com/
The Debtors filed for chapter 11 protection on October 25, 2004
(Bankr. E.D. Tenn. Case No. 04-23616).  Wayne R. Kramer, Esq., at
Kramer, Rayson, Leake, Rodgers & Morgan, LLP, and Mark S.
Dessauer, Esq., at Hunter, Smith & Davis, represent the Debtors in
their restructuring efforts.


FIVE RIVERS: Wants to Hire Collier Shannon as Special Counsel
-------------------------------------------------------------
Five Rivers Electronics Innovations, LLC, and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Eastern District
of Tennessee, Greenville Division, for permission to retain
Collier Shannon Scott, PLLC, as their special counsel.

                          Dumping Issue

In 2003, Five Rivers and certain other entities filed a petition
with the United States Department of Commerce asserting that
certain Chinese manufacturers of television receivers imported
into the United States from the People's Republic of China were
being dumped, that is, sold for less than the adjusted cost of the
product in the United States.

On Nov. 28, 2003, the Department of Commerce entered a preliminary
order finding that the dumping claim was appropriate.  This
preliminary order was made final on June 3, 2004.

                     Critical Circumstances

In addition to seeking anti-dumping duties, Five Rivers asserted a
claim for critical circumstances.  A finding of critical
circumstances would allow the Department of Commerce to collect
duties from importers subject to the Department of Commerce's
preliminary order for the 90-day period prior to the entry of the
preliminary order.  The critical circumstances are designed to
address situations where there is a surge of imports as a result
of or a countervailing measure to an anti-dumping investigation.

The Department of Commerce preliminarily found that critical
circumstances existed.  On final determination, the Department of
Commerce found that the facts did not warrant a finding of
critical circumstances.

Five Rivers appealed the Department of Commerce's final decision
to the U.S. Court of International Trade.  On Jan. 27, 2005, the
U.S. Court of International Trade issued a preliminary injunction
preventing importers from the People's Republic of China from
liquidating certain duty entries pending a final determination of
the issues raised in Five Rivers' appeal.  Five Rivers' appeal is
pending.

Fiver Rivers is eligible to receive distribution of the duties
collected as an affected domestic producer.

                     Collier Shannon's Work

Collier Shannon is expected to:

   (a) prepare and file a qualification certification with the
       U.S. Bureau of Customs and Border Protection;

   (b) monitor and participate in opposition to any administrative
       review by the Chinese manufacturers that are subject to the
       anti-dumping order;

   (c) continue the prosecution of the appeal of the adverse
       determination of critical circumstances;

   (d) meet and correspond with representatives of U.S. Department
       of Commerce and U.S. Customs with respect to the
       liquidation of the duties paid by importers subject to the
       Department of Commerce's June 3, 2004 anti-dumping order;
       and

   (e) do other miscellaneous matters with respect to protecting
       the interests of Five Rivers.

Laurence J. Lasoff, Esq., a member of Collier Shannon Scott, PLLC,
discloses that his firm will charge a $2,500 monthly fee.

The Debtors believe that Collier Shannon Scott, PLLC, is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Greeneville, Tennessee, Five Rivers Electronics
Innovations, LLC, assembles, tests, and packages a variety of
consumer electronic products (like television sets) utilizing
the latest automation and robotics technology.   Five Rivers,
Creative Molding, LLC, and Distribution Services, LLC, are
affiliates of Taylor-White, LLC -- http://www.taylorwhite.com/
The Debtors filed for chapter 11 protection on October 25, 2004
(Bankr. E.D. Tenn. Case No. 04-23616).  Wayne R. Kramer, Esq., at
Kramer, Rayson, Leake, Rodgers & Morgan, LLP, and Mark S.
Dessauer, Esq., at Hunter, Smith & Davis, represent the Debtors in
their restructuring efforts.


FOAMEX INTERNATIONAL: Lowers Earnings Expectations for 2nd Quarter
------------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI) disclosed that volatility
in raw materials prices and a difficult operating environment are
contributing to weaker than expected performance in its
businesses.  As a result, the Company said that it has
significantly reduced its earnings expectations for the second
quarter of 2005.  The Company recently disclosed an amendment to
the Foamex L.P. credit facility that provides additional
flexibility in its second quarter bank covenants and bolsters
liquidity.

Foamex has retained the investment banking firm Miller Buckfire &
Co., LLC to help evaluate strategic alternatives for strengthening
the Company's balance sheet and enhancing long-term value.

"For the past year, Foamex has encountered rising chemical raw
material costs and unrelenting market pressures," said Tom
Chorman, Foamex's President and Chief Executive Officer.  "While
we have implemented several measures to offset these pressures,
our legacy balance sheet and high debt carrying cost have
substantially limited our ability to reinvest in the business.
Therefore, we are conducting a thorough assessment of our
businesses in order to develop a solution that will result in a
significantly stronger company able to generate substantial long-
term value."

Mr. Chorman continued, "As we work through this process, nothing
changes day-to-day.  We will continue to focus on improving
operations and delivering the superior products and urethane-based
solutions our customers expect from Foamex.  We are pleased to
have the continued support of our lenders, as well as that of our
customers and vendors, as we move forward with our recovery."

The previously disclosed amendment to our credit agreement
modifies the fixed charge coverage calculation to adjust for the
impact on operating income of the previously announced sale of the
rubber and felt carpet cushion businesses and certain factors that
have impacted the Company's operating performance in the second
quarter of 2005, including a potentially material claim asserted
by one of its customers, which is currently in negotiations.  In
addition, the amendment permits the Company to use a portion of
the proceeds from the sale of its rubber and felt carpet cushion
businesses for working capital and general corporate purposes.

Foamex International Inc. -- http://www.foamex.com/--  
headquartered in Linwood, Pa., is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  

At Apr. 3, 2005, Foamex International's balance sheet showed a  
$369.2 million stockholders' deficit, compared to a $358.3 million  
deficit at Jan. 2, 2005.


FOAMEX L.P.: Poor Performance Prompts S&P to Junk Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Foamex L.P./Foamex Capital Corp. to 'CCC+' from 'B', and
placed it on CreditWatch with negative implications.  At the same
time, all other ratings were lowered and placed on CreditWatch.

The ratings on the existing second-lien secured notes have been
lowered to 'CCC-' from 'B-', two notches below the corporate
credit rating, because the increased amount of priority claims in
the capital structure will likely result in limited recovery for
noteholders in the event of a default.  As of March 31, 2005,
Linwood, Pennsylvania-based Foamex had approximately $840 million
of total debt outstanding, including adjustments for operating
leases.

"The downgrade reflects the persistent trend of weaker-than-
expected operating performance because of elevated raw-material
costs and the continued deterioration of the financial profile,"
said Standard & Poor's credit analyst George Williams.  "The
CreditWatch listing indicates that further downgrades are possible
if operating performance does not improve, or if liquidity worsens
from current levels," the analyst added.

While pricing actions have generally been successful, the company
has been unable to fully recover raw-material cost increases.  In
the absence of some relief from raw-material cost pressures during
the second half of the year, Foamex is likely to continue to
generate negative free cash flow.  Standard & Poor's believes that
a fundamental improvement in business dynamics will be necessary
to begin to restore credit quality and notes that oil prices
continue to exert upward pressure on the cost of raw materials.

The CreditWatch will be resolved following a review of operating
results and prospects for the rest of the year.  With annual sales
approaching $1.3 billion, Foamex is the leading domestic producer
of auto trim foam, carpet cushion, and foam for furniture and
bedding applications.  Foamex also maintains a niche technical
foams business that offers more attractive margins and growth
opportunities due to higher-value-added applications and
technological innovation.


FREDERICK MCNEARY: Creditors Must File Proofs of Claim by Sept. 5
-----------------------------------------------------------------
The Honorable Judge Robert E. Littlefield Jr. of the U.S.
Bankruptcy Court for the Northern District of New York set
September 5, 2005, as the deadline for all creditors owed money on
account of claims arising prior to April 29, 2005, against
Frederick J. McNeary, Sr., to file proofs of claim.

Creditors must file written proofs of claim on or before the
September 5 Claims Bar Date and those forms must be sent either by
mail or courier to:

   Clerk of the Bankruptcy Court
   U.S. Bankruptcy Court for the Northern District of New York
   James T. Foley Courthouse
   445 Broadway Street
   Albany, NY 12207

Headquartered in Saratoga Springs, New York, Frederick J. McNeary,
Sr., is a real estate developer and broker.  He is also a
shareholder of bankrupt Prestwick Chase, Inc., which filed for
chapter 11 protection on March 11, 2005 (Bankr. N.D.N.Y. Case No.
05-11456).  Mr. McNeary filed for chapter 11 protection on April
29, 2005 (Bankr. N.D.N.Y. Case No. 05-13007).  Howard M. Daffner,
Esq., at Segel, Goldman, Mazzotta & Siegel, P.C., represents the
Debtor.  When Mr. McNeary filed for protection from his creditors,
he estimated less than $50,000 in assets and listed $10 million to
$50 million in debts.


FRONTIER INSURANCE: Section 341(a) Meeting Slated for Aug. 3
------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Frontier
Insurance Group, Inc.'s creditors at 1:00 p.m., on Aug. 3, 2005,
at the Office of the United States Trustee, 181 Church Street,
Poughkeepsie, New York 12601.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Headquartered in Rock Hill, New York, Frontier Insurance Group,
Inc., is an insurance holding company, which through its
subsidiaries, is a national underwriter and creator of specialty
insurance products serving the needs of insureds in niche markets.  
The Company filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-36877).  Matthew H. Charity, Esq., at
Baker & Hostetler, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $13,670,000 and total debts of
$250,210,000.


GENEVA STEEL: Chapter 11 Trustee Taps Hilco as Real Estate Agent
----------------------------------------------------------------
James T. Markus, the chapter 11 trustee of Geneva Steel LLC, asks
the U.S. Bankruptcy Court for the District of Utah, Central
Division, for permission to employ Hilco Real Estate, LLC, to
market and sell a certain real property of the estate.

The Trustee selected Hilco due to its extensive national reach in
the real estate marketplace, with its particular emphasis on
transactions involving large unimproved real property projects and
industrial redevelopment and brownfield properties.

Benjamin L. Nortman, an executive vice president at Hilco,
discloses the compensation scheme his Firm will receive from the
estate:

   -- $125,000 for conducting the sale process;
   
   -- a 5% commission if the stalking horse bid is vested during
      the auction of the property; and

   -- $250 per hour for an expert testimony in Court.

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

Headquartered in Provo, Utah, Geneva Steel LLC owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP, represent the Debtor in its
chapter 11 proceedings.  When the Company filed for protection
from its creditors, it listed $262 million in total assets and
$192 million in total debts.


GINKO ASSOCIATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Lead Debtor: Ginko Associates, L.P.
             1936 Spruce Street
             Philadelphia, Pennsylvania 19103

Bankruptcy Case No.: 05-19436

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
Mortar, Inc.                                     05-19438
Skylark Properties, L.P.                         05-19439
Moondance Partners, L.P.                         05-19440

Chapter 11 Petition Date: July 11, 2005

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: ALBERT A. CIARDI, III, Esq.
                  Ciardi & Ciardi, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 2020
                  Philadelphia, Pennsylvania 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551

                           Estimated Assets      Estimated Debts
                           ----------------      ---------------
Ginko Associates, L.P.     $1 Million to           $1 Million to
                           $10 Million             $10 Million

Mortar, Inc.               $1 Million to           $1 Million to
                           $10 Million             $10 Million

Skylark Properties, L.P.   $1 Million to           $1 Million to
                           $10 Million             $10 Million

Moondance Partners, L.P.   $1 Million to           $1 Million to
                           $10 Million             $10 Million

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


GOLDEN EAGLE: Raises $100,000 in Equity Funding
-----------------------------------------------
Golden Eagle International, Inc., (OTC BB: MYNG) raised $100,000
from four accredited investors in equity funding through the sale
of 10 million shares of its common restricted stock.

The proceeds will be used to meet several critical operational
needs in Bolivia and in the U.S.  The Company intends to allocate
some of the funds to support finalizing its environmental permit
on its Buen Futuro project in eastern Bolivia's Precambrian
Shield.  Additionally, it will pay important payments under its
acquisition contract for the Buen Futuro mining concession and
other operational expenses.

"A company affiliated with our newest director, H. Roy Shipes,
invested $30,000 in our restricted common stock, and three other
current, accredited shareholders were inspired by his confidence
in the company and put in the balance," stated Terry C. Turner,
Golden Eagle's CEO.  "These investments underscore Roy's
confidence in Golden Eagle."

Golden Eagle also announced that Mr. Shipes, who is also the CEO
of Atlas Precious Metals, Inc., on June 28 signed a joint-venture
contract on Atlas' behalf with COMIBOL, Bolivia's national mining
company, for the rehabilitation and operation of the Karachipampa
lead and silver smelter in western Bolivia.  In the contract,
Atlas committed to invest $85 million for the addition of a zinc
refinery with an annual capacity of 80,000 fine tonnes.  It is
planned that the Karachipampa smelter will employ 650 workers and
inject new life into this economically depressed region of
Bolivia.  Golden Eagle was not involved in this transaction.

"Atlas maintains a strong faith in Bolivia as an excellent venue
for mining and mineral processing operations," stated Mr. Shipes.
"I joined Golden Eagle's board for the same reason -- to
demonstrate that faith by making every effort to get the Buen
Futuro project funded and to bring it on-line in the shortest time
possible.  Then the goal will be to grow the project into the kind
of gold and copper operation that Golden Eagle's shareholders have
a right to expect.  With record copper prices, and gold holding at
very high levels, we are more enthusiastic about Buen Futuro than
ever."

The Company also announced that Max Staheli has resigned as a
director.  Mr. Staheli stated that with the appointment of H. Roy
Shipes, "the board is in capable hands to lead this company
forward and improve its fortunes."

Mr. Staheli also indicated that he resigned:

    * because of the liability exposure of directors in public
      companies;

    * because there is no current benefit to serving as a
      director; and

    * due to his lack of influence on the management of the
      Company.

Golden Eagle International, Inc. is a gold and copper exploration
and mining company located in Salt Lake City, Utah; and La Paz and
Santa Cruz, Bolivia. The Company is currently focusing its efforts
on developing its mining rights on its Buen Futuro project within
its 136,500 acres (213 square miles) in eastern Bolivia's
Precambrian Shield.

                         *     *     *

                     Going Concern Doubt

As reported in the Troubled Company Reporter on July 12, 2005,
Gordon, Hughes & Banks, LLP, expressed substantial doubt about
Golden Eagle International Inc.'s ability to continue as a going  
concern after it audited the Company's financial statements for  
the year ended Dec. 31, 2004.  The auditing firm points to the  
Company's working capital deficit and substantial losses.

The Company presently has no mineral production and requires  
significant additional financing to satisfy its outstanding  
obligations and resume and expand mining production.  In addition,  
the Company's ability to conduct operations remains subject to  
other risks, including operating in isolated regions of Bolivia  
and the concentration of operations in a single undeveloped area.  
Unless the Company successfully obtains suitable significant  
additional financing and can resume and expand its production,  
there is substantial doubt about the Company's ability to continue  
as a going concern.


GOLDSTAR E.M.S.: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Goldstar E.M.S., LLC
        17510 Red Oak
        Houston, Texas 77090

Bankruptcy Case No.: 05-40738

Type of Business: The Debtor is a private ambulance provider in
                  Texas specializing in MICU ambulances,
                  responding to 911 emergency and non-emergency
                  calls, private calls, dialysis transfers,
                  hospital to hospital transfers, nursing home
                  transfers, doctors office visits, residence and
                  out-of-state transfers, and special event
                  standbys.  See http://www.goldstarems.com/

Chapter 11 Petition Date: July 11, 2005

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Melissa Anne Haselden, Esq.
                  Weycer Kaplan Pulaski and Zuber
                  11 Greenway Plaza, Suite 1400
                  Houston, Texas 77046
                  Tel: (713) 961-9045
                  Fax: (713) 961-5341

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

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


GMAC COMMERCIAL: S&P Lifts Ratings on Certificate Classes E & F
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from GMAC
Commercial Mortgage Securities Inc.'s series 1999-CTL1.  At the
same time, ratings are affirmed on the remaining three classes
from the same transaction.

The raised and affirmed ratings reflect increased credit support
due to loan payoffs and continued principal amortization.  The
weighted average credit rating of the pool has remained stable at
'BBB' despite fluctuations in the ratings of the underlying credit
tenants.  The weighted average credit rating of the pool has only
declined slightly from the issuance level of 'BBB+'.

Additional credit enhancement is provided by the financial
guarantee insurance policy issued by MBIA Insurance Corp., which
guarantees timely payment of interest and ultimate repayment of
principal to the class A certificates.

Per the remittance report dated June 15, 2005, the loan pool
consists of 30 loans secured by 65 properties, with an aggregate
principal balance of $155.5 million, down from 44 loans with a
balance of $386 million at issuance.  All of the loans are fully
amortizing and backed by bondable credit tenant leases.

The top five credit tenants comprise nearly 66% of the pool and
include:

    * Federal Express Corp. (22%, 'BBB'),
    * Entergy Gulf States Inc. (13%, 'BBB'),
    * Honeywell International Inc. (11%, 'A'),
    * Unilever N.V. (11%, 'A+'), and
    * Safeway Inc. (8%, 'BBB-').

While there are no remaining 'D' rated credit tenants in the pool,
the pool is exposed to two credit tenants with ratings that were
previously lowered to 'D';

    * Pacific Gas and Electric Co. ('BBB', 4%), and
    * Pathmark Stores Inc. (B/Negative/--, 5%).

All of the loans are current and no loans are with the special
servicer.  In addition, no realized losses have occurred to date.
Two loans ($7 million, 5%) are on the master servicer's, GMAC
Commercial Mortgage Corp., watchlist.  Both loans are on the
watchlist due to real estate tax delinquencies.  One loan
subsequently cured and the other is under investigation by the
master servicer.

As the transaction is a credit tenant lease pool, its ratings are
correlated with the ratings assigned to the underlying
tenants/guarantors.  The ratings on the certificates may fluctuate
over time as the ratings of the underlying tenants/guarantors
change.  Standard & Poor's reviewed the credit enhancement levels
in conjunction with the levels determined by Standard & Poor's
credit lease default model to determine to revised ratings.
   
                         Ratings Raised
   
              GMAC Commercial Mortgage Securities Inc.
      Commercial mortgage pass-through certs series 1999-CTL1

                         Rating
                         ------
              Class   To         From   Credit Enhancement
              -----   --         ----   ------------------
              C       AAA        AA+                15.52%
              D       A+         A                   9.31%
              E       BBB        BB+                 6.21%
              F       BB         B+                  3.73%
    
                         Ratings Affirmed
   
              GMAC Commercial Mortgage Securities Inc.
      Commercial mortgage pass-through certs series 1999-CTL1

                Class   Rating   Credit Enhancement
                -----   ------   ------------------
                A       AAA                 26.07%*
                B       AAA                 21.10%
                X       AAA                  N.A.
   

             * Does not reflect the financial guarantee insurance
               policy issued by MBIA Insurance Corp. on class A.

             N/A -- Not applicable.


GT BRANDS: Wants to Hire Goodwin Procter as Bankruptcy Counsel
--------------------------------------------------------------
GT Brands Holdings LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Goodwin Procter LLP as their general
bankruptcy counsel.

Goodwin Procter is expected to:

   a) advise the Debtors of their rights, powers and duties as
      debtors and debtors in possession under chapter 11;

   b) advise the Debtors concerning actions that they might take
      to collect and recover property for the benefit of their
      estates, and in connection with the sale of substantially
      all of their assets;

   c) prepare all necessary and appropriate applications, motions,
      draft orders, other pleadings, notices, schedules and other
      documents, and review all financial and other reports to be
      filed in the Debtors' chapter 11 cases;

   d) advise the Debtors concerning responses to applications,
      motions, other pleadings, notices and other papers that may
      be filed and served in their chapter 11 cases;

   e) advise and assist the Debtors in connection with the
      formulation, negotiation, distribution and confirmation of a
      proposed plan of reorganization and its related documents;

   f) advise the Debtors concerning lease and contract
      restructurings, executory contracts and unexpired lease
      assumptions, assignments and rejections;

   g) assist the Debtors in reviewing, estimating and resolving
      claims asserted against their estates; and  

   h) perform all other necessary legal services in connection
      with the Debtors' chapter 11 cases.  

Allan S. Brilliant, Esq., a member of Goodwin Procter, is one of
the lead attorneys for the Debtors.  Mr. Brilliant discloses that
his Firm received a $468,201 retainer.

Mr. Brilliant reports Goodwin Procter's professionals bill:
      
      Designation          Hourly Rate
      -----------          -----------
      Partners             $425 - $700
      Counsel              $310 - $625
      Associates           $200 - $475
      Legal Assistants     $105 - $250

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

Headquartered in New York, GT Brands Holdings LLC and its debtor-
affiliates are leading developers and multi-channel marketers of
consumer products, focused primarily on the fitness and weight-
loss, health and beauty, housewares, inspirational programming and
family entertainment segments.  The Debtors' marketing strategy
emphasizes the development and introduction of branded video
content and other products to consumers primarily through
television infomercials.  The Debtors also sell home videos (VHS
and DVD) to major mass retailers as well as wholesale clubs,
drugstore chains, convenience stores and specialized video
retailers.  The Debtor and its six debtor-affiliates filed for
chapter 11 protection on July 11, 2005 (Bankr. S.D.N.Y. Case No.
05-15167).  When the Debtors filed for protection from their
creditors, they estimated assets between $50 million to
$100 million and debts of over $100 million.


GT BRANDS: Look for Bankruptcy Schedules on August 25
-----------------------------------------------------
GT Brands Holdings LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York, Manhattan
Division, to extend the deadline to file their schedules of assets
and liabilities and statements of financial affairs to August 25,
2005.

Allan S. Brilliant, Esq., at Goodwin Procter LLP, in New York,
tells the Court that due to the magnitude and complexity of their
cases, the Debtors have not had sufficient time to collect and
assemble all the requisite financial data and other information
needed to prepare the Schedules and Statements for filing with the
Debtors' petitions.

The Debtors have already begun to review information that will be
used in the preparation of the Schedules and Statements.  At this
time, the Debtors need the extension to compile those Schedules
and Statements.

Headquartered in New York, GT Brands Holdings LLC and its debtor-
affiliates are leading developers and multi-channel marketers of
consumer products, focused primarily on the fitness and weight-
loss, health and beauty, housewares, inspirational programming and
family entertainment segments.  The Debtors' marketing strategy
emphasizes the development and introduction of branded video
content and other products to consumers primarily through
television infomercials.  The Debtors also sell home videos (VHS
and DVD) to major mass retailers as well as wholesale clubs,
drugstore chains, convenience stores and specialized video
retailers.  The Debtor and its six debtor-affiliates filed for
chapter 11 protection on July 11, 2005 (Bankr. S.D.N.Y. Case No.
05-15167).  Brian W. Harvey, Esq., Allan S. Brilliant, Esq., and
Emanuel C. Grillo, Esq., at Goodwin Procter LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they estimated assets between
$50 million to $100 million and debts of over $100 million.


HIGH VOLTAGE:  Governmental Unit Claims Bar Date Set for Aug. 18
----------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Massachusetts, set August 18, 2005, at 5:00 p.m. as the deadline
for all governmental units owed money by High Voltage Engineering
Corp., on account of claims arising prior to Feb. 8, 2005, to file
their proofs of claim.

Governmental units must file written proofs of claim on or before
the August 18 Claims Bar Date and those forms must be delivered
to:

   If sent by mail:

                  High Voltage Engineering Corp. Claims Center
                  Attn: The Trumbull Group LLC
                  P.O. Box 721
                  Windsor, CT 06095-0721

   If hand-delivered or sent by overnight courier:
                
                  High Voltage Engineering Corp. Claims Center
                  Attn: The Trumbull Group LLC
                  4 Griffin Road North
                  Windsor, CT 06095
              
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.


HUFFY CORP: Wants Distress Termination of Employee Pension Plan
---------------------------------------------------------------
Huffy Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Ohio, Western
Division, to approve the termination of their employee retirement
plan.

The Debtors want the Court to determine if they meet the
requirements for a voluntary distress termination of their
retirement plan pursuant to Section 363(b) of the Bankruptcy Code
and Section 4041 of the Employee Retirement Income Security Act of
1974.  

There are 3,686 participants or beneficiaries covered by Huffy's
retirement plan.  Out of those plan participants, 87% are no
longer employed by the Debtors.  

                   About the Retirement Plan

The retirement plan is a single-employee defined benefit plan
established on October 31, 1952.  From 1952 to 1997, the plan only
covered salaried employees.  Between 1967 and 1997, Huffy
established three other pension plans governing different groups
of employees:

   * hourly-rate employees (the Bicycle Hourly Plan);

   * office and clerical employees of Huffy Bicycle Division (the
     Bicycle Office Plan); and

   * the Huffy Service First, Inc. Retirement Plan.

In 1997, the company merged the Service First Plan into the
Salaried Employees Plan, and later on, merged the Bicycle Hourly
Plan and the Bicycle Office Plan into the Salaried Employees Plan.  
The combination of the different groups gave rise to the Huffy
Corporation Retirement Plan.

When the company faced financial problems in April 2004, the terms
were amended to end future benefit accruals under the Plan.  

                     Huffy's Obligations
                  Under the Retirement Plan

As of January 1, 2005, the Plan's assets have a market value of
$72,171,000 with accumulated benefits calculated on a pension
termination basis at $135,400,000.  

Under the funding requirements set by ERISA and the Internal
Revenue Code, Huffy is required to contribute $20,751,000 to the
Plan between 2007 and 2010.  

                   Effect of Plan Termination

The Debtors' actuaries have calculated that 99% of the
participants and beneficiaries under the Plan will suffer no
reduction in benefits.  Only 18 people are projected to be
adversely affected by the proposed termination.

Based on the Pension Benefit Guaranty Corporation guarantee, if
the Plan terminates in 2005, a retiree who begins drawing benefits
at age 65 will receive $45,385 per year.  

                     Why Terminate the Plan?

The existence of a $20 million liability will prevent Huffy from
implementing a successful reorganization.  As shown in Court
documents, the company's estimated cash flows are lower than the
estimated funding obligations for 2007 to 2010.  The company
stands to lose $10.7 million during those periods if the pension
plan won't be terminated.  Absent the retirement plan funding, the
company projects a positive cash flow during the same period,
allowing it to remain in business.

Huffy reminds the Court of the DIP credit facility extended by
Congress Financial Corporation which it approved.  Under an
Amended DIP Agreement, Congress Financial increased Huffy's
available borrowings by $2.8 million.  The new loan will be
exhausted by November 2005 and Huffy believes it will be the end
of its business.

Huffy says it can't obtain additional credit so long as the
pension obligations exceed its projected profit through 2010.

The Sinosure Group, Huffy's largest Chinese bicycle supplier,
promised the Debtors more liberal trade terms provided that the
retirement plan is terminated.  Sinosure also agreed to extend
Huffy's credit term to 90 days in exchange for 30% ownership of
the reorganized Huffy.

Headquartered in Miamisburg, Ohio, Huffy Corporation --  
http://www.huffy.com/-- designs and supplies wheeled and related   
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on Oct.
20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin Lewis,
Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


IMPERO INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Impero, Inc.
        dba Quest Redline Products
        dba Quest Industries
        dba Redline
        dba Redline Quest Products
        321 North Clark, Suite 2800
        Chicago, Illinois 60610

Bankruptcy Case No.: 05-27502

Type of Business: The Debtor manufactures Neon Ultrabrights --
                  small, ultra bright neon tubes.  

Chapter 11 Petition Date: July 12, 2005

Court: Northern District of Illinois (Chicago)

Judge: Judge John H. Squires

Debtor's Counsel: Ann E. Stockman, Esq.
                  Matthew A. Swanson, Esq.
                  Shaw, Gussis, Fishman, Glantz,
                  Wolfson & Towbin LLC
                  321 North Clark Street, Suite 800
                  Chicago, Illinois 60610
                  Tel: (312) 541-0151
                  Fax: (312) 275-0562

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
ARG Investments, Inc.            Loan from former       $499,000
1610 colonial Parkway            Insider
Inverness, IL 60067              Value of Senior
                                 Lien: $14,359,896

Christopher T. Rosman            Loan from former       $249,500
1610 Colonial Parkway            Insider
Inverness, IL 60067              Value of Senior
                                 Lien: $14,359,895

Robert Marconi                   Loan from former       $249,500
1610 Colonial Parkway            Insider
Inverness, IL 60067              Value of Senior
                                 Lien: $14,359,895

Glare Logistic Inc.              Trade Debt              $82,900

Transgroup                       Trade Debt              $50,105

Rep Works Marketing, LLC         Trade Debt              $45,000

N.A. Williams Company Inc.       Trade Debt              $44,592

Hartford Computer Group Inc.     Rent                    $39,250

Anthony R. Graffia               Former Insider          $34,663

Promark                          Trade Debt              $32,309

Mesirow Insurance Services Inc.  Trade Debt              $31,409

AIT Worldwide Logistics          Trade Debt              $26,104

Federal Express                  Trade Debt              $18,416

Sunbeam Properties               Trade Debt              $17,642

Marc Alan Associates             Trade Debt              $15,310

Anthony R. Graffia II            Former Insider          $15,000

Kuehne & Nagel, Inc.             Trade Debt              $13,038

United Health Care               Health Care             $11,477

Creative Commerce Concepts       Trade Debt              $10,250

Marlan Logistics                 Trade Debt               $9,619


INTERLINE BRANDS: S&P Rates $150 Million Term Loan at BB
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and '1' recovery rating to Jacksonville, Florida-based
Interline Brands Inc.'s $150 million term loan due 2010, which
replaces Interline's previous $100 million term loan due 2009.

At the same time, Standard & Poor's raised its bank loan rating to
'BB' from 'BB-' and assigned its '1' recovery rating to
Interline's $100 million revolving credit facility due 2008.
Standard & Poor's also affirmed its 'BB-' corporate credit rating
and 'B' senior subordinated debt rating on Interline.  The outlook
is stable.

Interline is using the $50 million term loan add-on as well as
$20 million of revolving credit facility borrowings to purchase
specialty ventilation and chimney maintenance product distributor,
Copperfield Chimney Supply Inc. (unrated).  Although the addition
of Copperfield expands Interline's already broad product offerings
to professional contractors, the acquisition has no meaningful
impact on Interline's business profile.

"Although we expect that Interline will continue to pursue bolt-on
acquisitions and other growth opportunities, we expect these to be
financed in such a way that total leverage averages about 3.5x
over the intermediate term," said Standard & Poor's credit analyst
Lisa Wright.  "The ratings could be lowered if Interline pursues a
more aggressive acquisition strategy than expected. The ratings
are unlikely to be raised, given Interline's relatively small
sales base and its growth strategy, which could include additional
debt-financed acquisitions."


IPC ACQUISITION: Bondholders OK Sr. Sub. Note Indenture Amendment
-----------------------------------------------------------------
IPC Acquisition Corp. received the requisite consents from the
registered holders of its 11.5% Senior Subordinated Notes due
Dec. 15, 2009, to amend the indenture governing the notes.  

The Company previously commenced a cash tender offer and consent
solicitation relating to any and all of its outstanding
$150,000,000 in aggregate principal amount of 11.5% Senior
Subordinated Notes due Dec. 15, 2009.  The Offer and the Consent
Solicitation were commenced pursuant to the Company's Offer to
Purchase and Consent Solicitation Statement dated June 17, 2005.
As of 5:00 p.m., New York City time, on July 8, 2005, tenders and
consents had been received with respect to 96.35% of the
outstanding principal amount of the Notes.  Accordingly, the
consent condition contained in the Offer has been satisfied.  
Notes tendered pursuant to the Offer may no longer be withdrawn
and the related consents may no longer be revoked, except as
contemplated in the Offer to Purchase.

IPC, the subsidiaries of IPC who are guarantors of the Notes and
The Bank of New York, as the trustee, have executed a supplemental
indenture in order to effect the proposed amendments to the
Indenture.  These amendments will eliminate substantially all of
the restrictive covenants contained in the Indenture as well as
certain affirmative covenants and events of default.  The
amendments will not become operative until Notes are accepted for
purchase by the Company pursuant the Offer.

Holders of Notes who have not yet tendered their Notes may do so
at any time prior to the expiration of the Offer, which is 10:00
a.m., New York City time, on Aug. 1, 2005, unless extended.  The
total consideration to be paid for each validly tendered Note and
properly delivered consent will be a purchase price determined by
reference to a fixed spread of 50 basis points, or 0.5%, over the
yield to maturity based on the bid side price of the 1.875% U.S.
Treasury Note due December 31, 2005 as measured at 2:00 P.M., New
York City time, on the third business day preceding the then
expiration time.  This consideration includes a consent payment of
$30.00 per $1,000 principal amount of Notes.  However, holders of
Notes tendered after 5:00 p.m., New York City time, on July 8,
2005 will no longer be entitled to receive the $30.00 consent
payment.

IPC Acquisition Corporation -- http://www.ipc.com/-- is a leading  
provider of mission-critical communications solutions to global
enterprises.  With more than 30 years of expertise, IPC provides
its systems and services to the world's largest financial services
firms, as well as to public safety; government; power, energy and
utility; and transportation organizations.  IPC offers its
customers a suite of products and enhanced services that includes
advanced Voice over IP technology, and integrated network and
management services to 40 countries.  Based in New York, IPC has
over 800 employees throughout the Americas, Europe and the Asia
Pacific regions.

                         *     *     *

As reported in the Troubled Company Reporter on July 6, 2005,
Moody's Investors Service assigned a B2 rating to IPC Acquisition
Corporation's proposed $50 million senior secured first lien
revolving credit facility and $285 million senior secured first
lien term loan and a B3 rating to its proposed $150 million senior
secured second lien term loan.  Proceeds from the credit
facilities will be used repurchase approximately $210 million of
shares outstanding, tender for existing 11.5% senior subordinated
notes ($165 million), and refinance the existing credit facility
($48 million).

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


IRVING TANNING: Court Approves Disclosure Statement
---------------------------------------------------
The Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for
the District of Maine approved Irving Tanning Company's Disclosure
Statement explaining the Debtor's Plan of Reorganization.

The Court determined that the Disclosure Statement contains the
right amount of the right kind of information for the creditors to
make an informed decision about the Plan.

The Debtor is now authorized to transmit the Disclosure Statement
to creditors and to solicit acceptances for the Plan.

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

                        About the Plan

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

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

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

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

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

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

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

Allowed administrative expense claims and certain allowed priority
claims, including claims for accrued salaries and deferred
compensation, will be paid in full on or before the Effective Date
of the Plan, or over a period of time as the Debtor and the holder
of those claims may agree.

Allowed priority claims held by employees on account of accrued
vacation will be satisfied by either the provision of paid
vacation time in accordance with policies to be adopted by the
Reorganized Debtor or, with respect to persons that are no longer
employed by the Debtor or that do not continue to be employed by
the Reorganized Debtor, by payment of cash on or before the
Effective Date of the Plan.

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

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

     (b) the proceeds from the sale of certain real estate to be
         conveyed by the Debtor to a trust for the benefit of the
         holders of general unsecured claims.  

Because the amount of recoveries and the value of the real estate
is unknown at this time, the Debtor cannot estimate the amount
that may be distributed to the holders of general unsecured
claims.

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

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

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

Judge Louis Kornreich will consider confirmation of the Plan on
July 22, 2005.

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


IRVING TANNING: Maine Lends $250K for Expenses Until Sale Closes
----------------------------------------------------------------
The State of Maine is lending Irving Tanning Co. $250,000 to pay
for its operational expenses until a sale of substantially all of
its assets is closed.

As reported in the Troubled Company Reporter on June 2, 2005, the
Debtor received an offer for its assets from Meriturn Partners LLC
for $5,750,000.  Meriturn also agrees to assume more than
$1,000,000 of the company's liabilities.  Irving Tanning tells the
Court that the terms of the Meriturn deal contemplate top-level
management changes but no reductions in Irving's operations or its
250-person staff.

As part of a proposed sale agreement, Meriturn would pay
$3,750,000 to TD Banknorth, the bankrupt tannery's chief creditor.

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


JAPAN PACIFIC: Court Confirms Amended Plan of Reorganization
------------------------------------------------------------
The Honorable Karen S. Jennemann of the U.S. Bankruptcy Court for
the Middle District of Florida, Orlando Division, confirmed Japan
Pacific Trading Corp. and its debtor-affiliates' Amended Plan of
Reorganization.

Eighty-one percent of the total number of general unsecured
creditors representing 93% of the total dollar amount of unsecured
claims voted to accept the plan.  The rest of the impaired
creditors voted to accept the plan.

                       The Amended Plan

The Amended Plan of Reorganization calls for the consolidation of
Japan Pacific Trading Corp., Florida Select Citrus, Inc. and
American Mercantile Corporation's assets and liabilities and the
cancellation of their outstanding common stock.  American
Mercantile will be the surviving entity.

On the Plan's effective date, new common stock of the reorganized
company will be distributed to Sherwood Investments (Overseas)
Ltd., as payment for the $180,000 DIP Loan extended to the Debtors
in October 2004.

The Plan further outlines a structured payment, over time, to
holders of allowed secured claims.  A Liquidating Creditor Trust
will be set up for the benefit of unsecured creditors.

                      Treatment of Claims

Priority, wage, vacation and commission claims will be fully paid
in cash on the effective date.  Cash to pay these claims will come
from the sale of assets owned by Florida Select and the American
Mercantile Corporation.

The Sherwood DIP Loan will be exchanged for 100% of New Common
Stock in the reorganized Debtor.

Public Bank's $3.2 million claim, secured by a first lien on all
real property of Florida Select and Japan Pacific, will be
exchanged for a modified and extended Mortgage Note on the
effective date.

Sherwood, holding a $16,149,658 secured claim against Florida
Select and Japan Pacific will retain its lien on the Debtors' real
property, personal property and accounts receivable until the loan
is paid in full over time with interest.

The Lake County Tax Collector's secured claim, totaling $47,000,
will be paid over a two-year period with interest at 7%.

Sherwood holds another $16,149,658 secured claim against AMC.  The
claim will be exchanged for an 8% PIK Note.  The Note will require
a $50,000 monthly payment and is expected to mature in 5 years.

General Unsecured Claims will be paid from a Liquidating Creditors
Trust.  Each beneficiary of the trust will receive a pro rata
share of whatever money is recovered through avoidance actions.

Equity interests will cancelled on the effective date.

A full text copy of the Amended Disclosure Statement is available
at no charge at http://bankrupt.com/misc/japanpacific_DS.pdf

Headquartered in Groveland, Florida, Japan Pacific Trading Corp.
and its debtor-affiliates filed for chapter protection on Oct. 7,
2004 (Bankr. M.D. Fla. Case No. 04-11049).  R. Scott Shuker,
Esq., at Gronek & Latham LLP, represents the Debtors in their
restructuring.  When the Debtor filed for protection from its
creditors, it estimated $1 million to $10 million in assets and
$10 million to $50 million of liabilities.


KALOAKAS MANAGEMENT: Case Summary & 35 Known Creditors
------------------------------------------------------
Debtor: Kaloakas Management Corporation
        dba Retro 50 Diner
        fka Nebraska Diner
        2939 Cropsey Avenue
        Brooklyn, New York 11214

Bankruptcy Case No.: 05-21173

Type of Business: The Debtor owns and operates a restaurant.

Chapter 11 Petition Date: July 12, 2005

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Martin P. Ochs, Esq.
                  Ochs & Goldberg LLP
                  60 East 42nd Street, Suite 1545
                  New York, New York 10165
                  Tel: (212) 983-1221
                  Fax: (212) 983-1330

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 35 Known Creditors:

   Entity                              Claim Amount
   ------                              ------------
Academy Fire Protection                     Unknown
58-29 Maspeth Avenue
Maspeth, NY 11378

All Energy                                  Unknown
P.O. Box 414157
Boston, MA 02241

Canal Sanitation                            Unknown
P.O. Box 609
Brooklyn, NY 11231

City Marshal Bienstock                      Unknown
36-35 Bell Boulevard
P.O. Box 610700
Bayside, NY 11361

Con Edison                                  Unknown
Cooper Station
P.O. Box 138
New York, NY 10276

Department of Health                        Unknown
Administrative Tribunal
66 John Street
New York, NY 10038

Deraffele Manufacturing Company             Unknown
c/o Anthony J. Mavronnicolas
75 Washington Place, Suite One
New York, NY 10011

Dontis Produce Company, Inc.                Unknown
5600 First Avenue
Brooklyn, NY 11220

E&K Restaurant Supply Company               Unknown
1212 Brook Avenue
Bronx, NY 10456

Ecolab                                      Unknown
370 North Wabasha
Saint Paul, MN 55102

John A. Vassilaros & Son, Inc.              Unknown
29-05 120th Street
Flushing, NY 11354

Kanoni Cooling Company                      Unknown
9 Molly Pitcher Drive
Hazlet, NJ 07730

Keyspan Energy                              Unknown
89-67 162nd Street
Jamaica, NY 11432

Krio Air Maintenance                        Unknown
149 Cayuga Avenue
Deer Park, NY 11729

Lawrence & Walsh, PC                        Unknown
215 Hilton Avenue
Hempstead, NY 11551

Lee David Auerbach, Esq.                    Unknown
80 Grasslands Road
Elmsford, NY 10523

Liberty Paper Supply Company                Unknown
310 Van Brunt Street
Brooklyn, NY 11231

Louis Perrettas                             Unknown
504 Captains Road
North Palm Beach, FL 33408

Mandato Product                             Unknown
240 East 3rd Street
Brooklyn, NY 11218

Nationwide Sewer & Drain                    Unknown
6922 8th Avenue
Brooklyn, NY 11228

Ngh Associates, Ltd.                        Unknown
666 Old Country Road
Garden City, NY 11530

New York City Department of Finance         Unknown
345 Adams Street
Brooklyn, NY 11201

New York City Environmental Control         Unknown
144-06 94th Avenue
Jamaica, NY 11435

New York City Department of Finance         Unknown
1740 Broadway
New York, NY 10019-4357

New York City                               Unknown
Department of Taxation & Finance
Washington Harriman State Campus
Building 8
Albany, NY 12227

Orix Financial Services, Inc.               Unknown
205 Robin Road, Suite 315
Paramus, NJ 07652

Sirob Imports                               Unknown
21 Grear Avennue
Lindenhurst, NY 11757

Sparta Bakery Supplies                      Unknown
32-59 Vernon Boulevard
Long Island City, NY 11100

Spiros Seafood                              Unknown
2666 Gerritsen Avenue
Brooklyn, NY 11229

Stein Meat Products, Inc.                   Unknown
5600 First Avenue
Brooklyn, NY 11220

Super Neon Lights Company, Inc.             Unknown
7813 16th Avenue
Brooklyn, NY 11214

Verizon                                     Unknown
P.O. Box 15124
Albany, NY 12212-5124

Verizon Enterprise                          Unknown
140 West Street
New York, NY 10007

W. Barry Foods                              Unknown
P.O. Box 628
Middletown, NJ 07748

Yellow Page Publishers                      Unknown
666 5th Avenue
New York, NY 10103


KMART CORP: New York Court Directs Footstar to Vacate 10 Stores  
---------------------------------------------------------------
The Footstar Official Committee of Equity Holders asks the U.S.
Bankruptcy Court for the Southern District of New York to deny
Kmart Corporation's request to compel Footstar, Inc., to vacate
these stores:

   * 7092 San Clemente, California,
   * 7277 Cape Coral, Florida,
   * 7081 Brighton, Michigan,
   * 3207 Farmington Hills, Michigan,
   * 7760 Linden, New Jersey,
   * 3193 Marlton, New Jersey,
   * 4464 Loves Park, Illinois,
   * 9433 Elmhurst, Illinois,
   * 4797 Mobile, Alabama,
   * 7640 Mobile, Alabama, and
   * 7330 Saraland, Alabama

David M. Feldman, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, argues that the Decision on its face is limited to "the
thirty stores sold by Kmart to Sears which have been or are in the
process of being converted from Kmart Stores to Sears Essential
Stores."  The 11 Stores were never sold to Sears.  On this basis
alone, Kmart's request should be denied and Kmart should be
required to file on notice a request to lift the automatic stay
with respect to the 11 Stores.

While the Footstar Equity Committee understands that Footstar and
Kmart have agreed to stay all appeals, it intends to proceed with
its appeal of the Decision.

As a substantive matter, Mr. Feldman says the very section of the
Master Agreement that Kmart purports to enforce expressly
precludes the expedited relief sought by Kmart.  Section
4.2(a)(1) of the Master Agreement explicitly requires Kmart to
provide Footstar with at least six months written notice prior to
terminating the Master Agreement with respect to any 'closing'
Store.  Mr. Feldman explains that this unambiguous provision
allows Footstar, its employees and its businesses to avoid the
significant cost and dislocation of vacating certain Stores at
Kmart's whim, and instead provides Footstar with a reasonably
adequate cushion of time to dispose of inventory in an orderly
manner and wind up affairs as to each particular closing Store.

While the Master Agreement contains a limited 60-day exception for
Stores that are unexpectedly closed, Kmart seeks to have that
60-day exception swallow the six-month rule.  But the exception is
clearly not applicable because:

   (i) Kmart has total control over when and how it will close
       these Stores; and

  (ii) the Store conversions are part of a premeditated and
       carefully orchestrated strategy announced in March 2005.

Moreover, even if expedited relief were warranted -- and it is not
-- Kmart has not and can not make any showing that the expedited
termination procedure that it proposes is as lengthy as
"reasonably practicable" under the circumstances, given that it
has total control over how and when these Stores will convert to
Sears Essentials.

Accordingly, even if the Court were inclined to grant the
procedurally defective request to lift the stay as to the 11
Stores, Kmart should be required to provide six months' notice of
the proposed terminations.

Mr. Feldman contends that Kmart's request with regards to the 11
Stores is inequitable in light of the pendency of the appeal of
the Decision.  As the number of converted stores increases,
Footstar's sales and its businesses will be adversely affected.

While Kmart may argue it only seeks relief with respect to only
11 additional stores, it is apparent that Kmart seeks to create a
precedent that it can evict Footstar from any or all of the
Stores in which they operate on a mere 60 days' notice,
notwithstanding the fact that:

   -- it has failed to show the circumstances necessary to
      shorten the six-month period provided in the Master
      Agreement;

   -- the Stores were never part of the 30 stores in Kmart's
      original request; and

   -- the appeal of the Decision has not yet been decided.

Given the potential significance of the appeal of the Decision and
the absence of any evidence by Kmart that it will be prejudiced by
delay with respect to the 11 Stores, the Footstar Equity Committee
asks the Court to stay any further conversions pending a ruling on
the appeal.  In the alternative, Footstar's Equity Committee
submits that, by simply enforcing Section 4.2(a)(i) in accordance
with its plain terms, the required six-month notice period may
provide the parties with enough time to have the appeal heard and
decided on the merits.

            Court Directs Footstar to Vacate 10 Stores

Judge Hardin rules that the Master Agreement between Kmart and
Footstar Inc., is terminated as to each of these stores when each
store is converted to a Sears Essentials store.  Accordingly,
Footstar is directed to vacate these locations:

   (a) by August 31, 2005:

       * 7092 San Clemente, California

   (b) by September 14, 2005:

       * 7277 Cape Coral, Florida,
       * 7081 Brighton, Michigan,
       * 7760 Linden, New Jersey,
       * 3193 Marlton, New Jersey,
       * 4464 Loves Park, Illinois,
       * 9433 Elmhurst, Illinois,
       * 4797 Mobile, Alabama,
       * 7640 Mobile, Alabama, and
       * 7330 Saraland, Alabama

Judge Hardin makes it clear that the order is without prejudice to
Footstar's appellate rights and remedies.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 98; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Katherine McHugh Wants to Reopen Proceedings  
--------------------------------------------------------
Katherine McHugh sustained injuries when she slipped and fell in a
Kmart store at 33 West State St., in Binghamton, New York.  Ms.
McHugh filed Claim No. 35011 with the U.S. Bankruptcy Court for
the Northern District of Illinois and a complaint in the Supreme
Court of the State of New York, County of Broome.

Kmart Corporation asserted that Ms. McHugh's claims were barred,
having been disallowed by the Bankruptcy Court.  Kmart sought
dismissal of Ms. McHugh's underlying action upon the discharge of
the matter in bankruptcy, for Ms. McHugh's failure to submit a
questionnaire.

Mary Jane Murphy, Esq., at the Law Office of Ronald R. Benjamin,
in Binghamton, New York, points out that Kmart was notified of the
events from which Ms. McHugh's action arose from the outset.  
Ms. McHugh filled out an incident report at the scene of the
accident, and communication began immediately between Ms. McHugh
and Kmart's claims adjuster.

"The failure to provide Kmart with a questionnaire appears to have
been an inadvertent clerical error or omission on Kmart's part,"
Ms. Murphy says.

"[T]he fact that [Ms. McHugh's] name was buried among hundreds or
even thousands of others in the documents [Ms. McHugh] did
received resulted in confusing her to the point she did not
realize her case has been discharged until the motion for summary
judgment was brought," Ms. Murphy adds.

Ms. McHugh asks Judge Sonderby to reopen the proceedings regarding
her discharged claim -- based on the fact that she timely filed
her Claim, which preserved her rights and placed Kmart on notice
of the Action.  Ms. Hugh also seeks an extension of time or a stay
in the Supreme Court of the State of New York to allow the
Bankruptcy Court to rule on her request to reopen the discharge
proceedings.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KOEN BOOK: Wants to Hire Ciardi Maschmeyer as Bankruptcy Counsel
----------------------------------------------------------------
Koen Book Distributors, Inc., asks the U.S. Bankruptcy Court for
the District of New Jersey for permission to employ Ciardi,
Maschmeyer & Karalis, P.C., as its bankruptcy counsel.

Ciardi Maschmeyer is expected to:

   (a) give the Debtor legal advice with respect to its powers and
       duties as debtor-in-possession;

   (b) prepare necessary applications, answers, orders, reports
       and other legal papers; and

   (c) perform all other legal services for the Debtor.

Aris J. Karalis, Esq., a partner at Ciardi, Maschmeyer & Karalis,
P.C., discloses that his firm received a $50,000 retainer.  Mr.
Karalis also tells the Court that his current hourly rate is $340.  
The current hourly rates of other professionals who will work for
the Debtor are:

      Designation                  Hourly Rate
      -----------                  -----------
      Associates                   $180 - $305
      Paralegals                          $100

The Debtor believes that Ciardi, Maschmeyer & Karalis, P.C., is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Moorestown, New Jersey, Koen Book Distributors,
Inc. -- http://www.koen.com/-- is book wholesaler specializing  
in bestsellers and independent press titles with on-line ordering
capabilities.  The Debtor filed for chapter 11 protection on
July 11, 2005 (Bankr. D. N.J. Case No. 05-32376).  When the Debtor
filed for protection from its creditors, it estimated assets and
debts between $10 million to $50 million.


KOEN BOOK: Wants to Hire Giuliano Miller as Financial Advisors
--------------------------------------------------------------
Koen Book Distributors, Inc., asks the U.S. Bankruptcy Court for
the District of New Jersey for permission to employ Giuliano,
Miller & Company, L.L.C., as its financial advisors.

Giuliano Miller is expected to:

   1) assist the Debtor in the preparation of operating budgets
      and forecasts, cash collateral reports and request, and
      monthly operating reports;

   2) assist the counsel in the preparation of a plan of
      reorganization and disclosure statement, which will include
      the preparation of forecasts and the liquidation analysis;

   3) testify when necessary, and attend meetings with the secured
      lenders, vendors, any committee and their attorneys and
      financial advisors, customers, or any other party-in-
      interest; and

   4) prepare any special reports or analyses that may be required
      or necessary and correspond and communicate with parties to
      the case.

The Firm's current professionals bill:

   Designation                 Hourly Rate
   -----------                 -----------
   Senior Partner                 $315
   Senior Partner/Manager      $225 - $240
   Senior Accountant           $150 - $200
   Staff Accountant             $85 - $125

To the best of the Debtor's knowledge, Giuliano, Miller is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Moorestown, New Jersey, Koen Book Distributors,
Inc. -- http://www.koen.com/-- is book wholesaler specializing  
in bestsellers and independent press titles with on-line ordering
capabilities.  The Debtor filed for chapter 11 protection on
July 11, 2005 (Bankr. D. N.J. Case No. 05-32376).  Aris J.
Karalis, Esq., at Ciardi, Maschmeyer & Karalis, P.C., represents
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.


MARKWEST ENERGY: Bank Lenders Extend Waiver Until August 31
-----------------------------------------------------------
MarkWest Hydrocarbon, Inc. (Amex: MWP), which controls and
operates MarkWest Energy Partners, L.P., received an extension of
the waiver of the covenant contained in its Credit Agreement
requiring that the Company deliver its audited financial
statements to the Lenders by March 31, 2005.  The Company had
previously been granted a waiver of the covenant through
June 30, 2005.  The previously granted waiver has now been
extended to Aug. 31, 2005.

                         Delisting Update

The Company also received a letter from the American Stock
Exchange, advising that AMEX had accepted the Company's submitted
Plan of Action to bring it back into compliance with the
Exchange's listing requirements.  The Company is not in compliance
with the continued listing standards of the Exchange as a result
of the Company's failure to timely file certain Form 10-Ks and
Form 10-Qs with the Securities Exchange Commission, but under this
accepted Plan of Action, listing is being continued pursuant to an
extension of the previous AMEX filing compliance date.

The Plan of Action establishes a schedule for the Company to
complete and file its Annual Report on Form 10-K for year ended
December 31, 2004, and in conjunction therewith its restated
financial statements, Forms 10-Q/A for the first three quarters of
2004, and its Quarterly Report on Form 10-Q for the first quarter
of 2005, by a targeted completion date of August 15, 2005.  This
additional timeframe was required due to the fact that the
Company's financial statements are prepared on a consolidated
basis with its subsidiary, MarkWest Energy Partners, L.P., and
until the Partnership completed its audit and filings, which
occurred on June 24, 2005, the Company could not make significant
progress towards the completion of its own audit and filings.

The filing of the Partnership Form 10-K and 10-Qs has removed that
hurdle and the Company is now proceeding expeditiously to complete
and file its 2004 Form 10-K and Forms 10-Q/As and 2005 Form 10-Q,
thereby restoring its compliance with the Exchange requirements.

MarkWest Hydrocarbon, Inc. (Amex: MWP) controls and operates
MarkWest Energy Partners, L.P. (AMEX: MWE), a publicly-traded
limited partnership engaged in the gathering, processing and
transmission of natural gas; the transportation, fractionation and
storage of natural gas liquids; and the gathering and
transportation of crude oil.

MarkWest Energy Partners, L.P. is a publicly traded master limited
partnership with a solid core of midstream assets and growing core
of natural gas transmission assets.  The Company owns natural gas
gathering and transportation systems and gas processing assets in
the Southwest.  The Company is also the largest processor of
natural gas in the Appalachian Basin and the primary intrastate
pipeline transporter of crude oil in Michigan.

                         *     *     *

As reported in the Troubled Company Reporter on May 11, 2005,
Standard & Poor's Rating Services placed its 'B+' corporate credit
rating on MarkWest Energy Partners L.P. on CreditWatch with
negative implications after the company's announcement that its
Form 10-K filing would be further delayed and that it would be
required to restate its 2002 through 2004 financial statements.

MWE has not filed its Form 10-K on time as a consequence of
identifying material weaknesses under Section 404 of the Sarbanes-
Oxley Act, primarily involving reporting processes in its
Southwest business unit.  In addition, both MWE and MarkWest
Hydrocarbon Inc., the majority interest holder in MWE's general
partner, have now determined that they must file restatements for
2002 through 2004 to reflect compensation expense for the sale of
interests in MWE's general partner.

"The CreditWatch listing reflects concern about repeated and
protracted delays in the company's Form 10-K filing, uncertainty
about the magnitude of impending restatements, the possibility
that further delays could reduce the partnership's liquidity, and
the risk of material weaknesses being greater in scope than
expected," said Standard & Poor's credit analyst Plana Lee.

MWE has obtained covenant waivers from its banks under its
revolving credit facilities until June 30, 2005.  The company was
previously granted a waiver through April 30, 2005, which it was
unable to meet.

MWE has also received an extension to regain compliance from the
American Stock Exchange until May 31, 2005, having missed its
previous May 2 deadline.


METROMEDIA INT'L: Closing PeterStar Share Purchase Deal by Aug. 8
-----------------------------------------------------------------
Metromedia International Group, Inc., disclosed that the parties
to the Feb. 17, 2005, agreement concerning the sale of the
Company's interest in PeterStar ZAO have executed an amendment
providing for the closing to occur on Aug. 8, 2005.

The amendment to the PeterStar Agreement, which was executed on
July 8, 2005, eliminates a condition precedent to the closing of
the sale that called for a vote by holders of a majority of the
Company's issued and outstanding common stock.  Following a
reexamination of its assets, the Company believes that the closing
condition eliminated with this amendment is not required as a
matter of law and that all remaining conditions precedent to
closing have been or will soon be satisfied.  The sale price of
$215 million set out in the original Feb. 17, 2005, agreement
remains unchanged.

                    Financial Restatements

The Company further announced that, in view of the amendment to
the PeterStar Agreement, it will hold an annual stockholders
meeting as soon as practicable following the filing of its 2004
Annual Report on Form 10-K and other quarterly reports with the
United States Securities and Exchange Commission.  

As previously reported by the Company on June 3, 2005, the Company
has undertaken to restate certain prior period financial results
in connection with filing of its 2004 Form 10-K.  This restatement
work is addressing the incorrect consolidation of at least one
intermediate holding company in prior reporting periods,
correction of certain errors in accounting for depreciation at
some of the Company's businesses held for sale, and evaluation of
certain other adjustments to prior year financial results.  The
Company has not yet completed this undertaking, and at present,
the Company anticipates that all such restatement activity and all
work connected with the current report of financial activity for
2004 will be completed within the first half of August 2005,
whereupon the Company will file its 2004 Form 10-K with the SEC
along with all prior period restatements.

                     Default on Senior Notes

Finally, the Company announced that, in consequence of the
aforementioned events, it will seek to extend the previously
announced waiver of default on its 10-1/2% Senior Notes due 2007
that is currently scheduled to expire on July 15, 2005.  The
waiver was initially granted in view of the Company's failure to
file its 2004 Form 10-K prior to June 3, 2005.  Such filing was
required to cure a default under the indenture governing the
Senior Notes.  In this regard, the Company reaffirmed its
commitment to fully redeem all Senior Notes and pay all then
accrued and unpaid interest promptly following the closing of the
sale of its interest in PeterStar with a portion of the proceeds
therefrom.  The Company cannot provide any assurance that it will
be successful in securing an extension to the existing waiver on
the Senior Notes.

"We entered into the PeterStar Agreement in February with great
enthusiasm," Mark Hauf, the Company's chairman and CEO said.  "We
believed then as now that the price we had negotiated yields
significant value to our stockholders.  Furthermore, the sale
proceeds will allow full retirement of the Company's debt and will
replenish the Company's capital reserves to fuel further business
development.  We look forward to consummating the sale, settling
our debt and getting on with future business."

Through its wholly owned subsidiaries, Metromedia International
Group owns interests in communications businesses in the countries
of Russia and Georgia.  Since the first quarter of 2003, the
Company has focused its principal attentions on the continued
development of its core telephony businesses, and has
substantially completed a program of gradual divestiture of its
non-core cable television and radio broadcast businesses.  The
Company's core telephony businesses include PeterStar, the leading
competitive local exchange carrier in St. Petersburg, Russia, and
Magticom, Ltd., the leading mobile telephony operator in Tbilisi,
Georgia.

At Dec. 31, 2004, Metromedia International's balance sheet showed  
a $6,477,000 stockholders' deficit, compared to a $13,155,000  
deficit at Dec. 31, 2003.


MINERA MEXICO: Moody's Reviews $222MM Series A Notes' B1 Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 Corporate Family Rating
(previously called Senior Implied Rating) to Southern Peru Copper
Corporation and a Ba1 rating to the company's USD$600 million
issuance of senior unsecured notes.

In a related rating action, Moody's assigned a SGL-1 speculative
grade liquidity rating.  Proceeds from the $600 million note
offering will be used to repay existing debt, which could include
debt at Minera Mexico S.A. de C.V., a wholly owned subsidiary of
SPCC.  The rating assumes that a significant level of debt at the
Minera Mexico level will be repaid, thereby materially lessening
structural subordination of the SPCC noteholders.  Therefore, the
rating has not been notched down from the corporate family rating.
This is the first time Moody's has rated SPCC on a corporate
basis.  The ratings outlook is stable.

At the same time, Moody's placed the ratings of Minera Mexico (B1
Issuer Rating) under review for possible upgrade.  The review is
prompted by the likelihood that a material amount of debt at the
Minera Mexico level will be repaid with the proceeds from the SPCC
note issue.  The review will focus on Minera Mexico's:

   * debt levels and debt structure;
   * its operational performance;
   * cost basis; and
   * capital investment requirements.

The Ba1 corporate family rating for SPCC reflects the relatively
high level of capital investment requirements, both for strategic
growth and required environmental upgrades, and in the case of
Minera Mexico, the limited investments made in 2002 and 2003 due
to its financial difficulties, the short operating history of the
newly combined operations of SPCC and Minera Mexico, and the
potential for an aggressive dividend policy.  A further factor in
the rating is Moody's concerns as to rising cash costs (exclusive
of by-product credits) due to higher input costs, such as energy,
a recently implemented royalty tax in Peru and increased workers
profit sharing payments in Mexico.

The rating also considers the composition of the asset base and
earnings generation from Peru and Mexico, which have foreign
currency ratings of Ba3 and Baa1 respectively and the political,
labor and environmental risks, together with currency exposures
associated with the company's operations in these countries.
Favorable attributes considered in the rating include SPCC's
position as a major global copper producer, an important producer
of molybdenum, zinc, silver and other metals, and its current
ability to mitigate rising costs due to strong by-product credits
being received from molybdenum.

SPCC, incorporated in Delaware, conducts business through its
branch in Peru and its newly acquired subsidiary, Minera Mexico,
in Mexico.  On April 1, 2005, SPCC acquired the operations of its
sister company, Minera Mexico, from its controlling shareholder,
Americas Mining Corporation, a subsidiary of Grupo Mexico, S.A. de
C.V.  As a result of this transaction, Grupo Mexico now owns
approximately 75% of SPCC.  The balance is held publicly following
a secondary equity offering in June 2005 in which Phelps Dodge and
Cerro Trading sold their interests in SPCC.  The acquisition
effectively doubled SPCC's copper production profile to roughly
1.5 million pounds and added significantly to its copper reserve
base.  The transaction also resulted in SPCC's consolidation of
approximately $922 million in debt held at Minera.

Moody's stable outlook reflects the fact that current historically
robust copper prices and strong molybdenum prices are providing
SPCC with strong earnings and cash flow generation.  The outlook
is based on the assumption that SPCC will use the free cash flow
being generated at the peak of the cycle for reinvestment in its
business, will maintain production levels at above 700 thousand
tonnes per year, and will maintain financial flexibility.

Moody's would consider an upgrade to the rating should SPCC
demonstrate a track record of consistently profitable operations
at the newly combined entity and the ability to sustain net cash
costs in the $0.40/lb range.  Alternatively, Moody's would
consider a negative outlook or downward rating change should the
company consistently be unable to cover investment requirements
from cash generated or re-capitalize through a special dividend or
some like cash disbursement that reduces financial flexibility.  
Moody's notes that the note's indenture has no restrictions on
dividend payments to shareholders.

These ratings were assigned:

Southern Peru Copper Corporation:

   1) Ba1 Corporate Family Rating,
   2) Ba1 - $600 million 30 year senior unsecured notes
   3) SGL-1 speculative grade liquidity rating

These ratings were placed under review for possible upgrade:

Minera Mexico, S.A. de C.V.:

   1) B1 Issuer Rating
   2) B1 US$222 million Series A guaranteed Senior Notes due 2008
   3) B1 US$125 million Series B Guaranteed Senior Notes due 2028

Moody's notes that Minera Mexico has filed with the SEC a form 15
terminating the registration of the notes and resulting in the
notes becoming a private issue.

SPCC ranks among the worlds largest copper producers with pro-
forma production in 2004 of 718 thousand tonnes, which places it
fifth among the world's producers in terms of volume.  An
integrated producer, SPCC has mining, smelting and SX/EW
operations in both Peru and Mexico.  Production is relatively
balanced between the two locations with heritage SPCC mines
yielding around 55% of copper produced, on a combined basis, in
2004.

Going forward, Moody's expects that a greater proportion of
production will come from the Mexican operations.  Mining is
carried out primarily among its four major open pit mine sites
(two in Mexico and two in Peru).  SPCC's refining capacity is
based from three primary locations in Peru and Mexico.  In 2004,
the combined operations refined 683 thousand tonnes of copper
(approximately 95% of its copper mined), including 133 thousand
through SX-EW processes.

SPCC currently benefits from strong pricing in mining by-products,
primarily molybdenum which is now at historically high levels and
has helped to reduce the company's cash costs.  In 2004, the
company estimates that its cash cost, including byproduct credits,
were $0.18/lb vs. $0.85/lb without.  Moody's notes that SPCC's
cash costs of production (excluding byproducts) increased in 2004
due to:

   * higher costs due to increased workers profit sharing;
   * higher operating expenses (steel, energy);
   * lower grades at the Cuajone mine; and
   * increased non copper underground mining operations.

Nevertheless, Moody's believes SPCC's operations are such that
realized copper pricing could fall to the $0.80/lb level, on more
normalized moly prices and the company would remain profitable.

The SGL-1 speculative grade liquidity rating reflects the current
solid internal liquidity position of SPCC.  This is evidenced by
its pro-forma cash balances of $385 million at March 31, 2005,
adjusted for the subsequent $350 million special dividend, and the
strong cash flow being generated at copper price levels.  The SGL-
1 rating also considers the unsecured nature of SPCC's debt
profile and the level of receivables and inventory that could be
monetized in need.

However, alternative liquidity is limited due to the absence of
committed bank facilities following refinancings from the note
placement.  Future cash requirements of SPCC will include the
completion of its Ilo smelter modernization project.  Located in
Peru, the Ilo smelter will require significant capital spending in
order to bring it in compliance with environmental standards.  
Moody's notes the modernization is expected to cost $500 million,
of which the company has spent $185 million through March 31, 2005
and plans to spend a further $171 million in 2005.

Other potential projects announced by the company will focus on
expanding production capacity and could total $300-$400 million
through 2007.  Moody's expects that both maintenance and
development capital spending over the next two years should be
comfortably covered by internally generated cash flows and not
require debt financing.

The notes will be sold in privately negotiated transactions
without registration under the Securities Act of 1933 under
circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.

Headquartered in Phoenix, Arizona, Southern Peru Copper
Corporation, a majority owned subsidiary of Grupo Mexico S.A. de
C.V. is a leading global producer of copper and other metals with
major mining and processing operations in Peru and Mexico.  On a
combined basis, the company's revenues in 2004 were $3.0 billion.


MIRANT CORP: Court Approves Virginia Fuel Sale Contract
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved a Fuel Oil Sale Contract dated June 21, 2005, between
Mirant Americas Energy Marketing, LP, and Virginia Power Energy
Marketing, Inc.

As reported in the Troubled Company Reporter on June 29, 2005, the
Contract provides for the sale of 1,800,000 barrels of fuel oil in
multiple shipments.  The fuel oil will be delivered monthly from
July 1, 2005, to December 1, 2005, in six cargoes of 300,000
barrels to Sandwich, Massachusetts.  The fuel oil will be used at
the generation facilities owned by Mirant Canal, LLC, and Mirant
Chalk Point, LLC.

The amount of fuel procured by the Contract is consistent with
past usage and Mirant Corporations' projections for the future
needs of the power plants for the period of July through December
2005.

Mirant and its debtor-affiliates have conducted certain commercial
activities through MAEM, including fuel procurement for the
Debtors' generation facilities.  MAEM enters into transactions for
the Debtors' benefit pursuant to which MAEM procures the fuel,
formulates the daily dispatch decisions and sells the electricity
generated in the wholesale market for the generation facilities.  
It has been MAEM's standard practice to enter into agreements.

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)


NUR MACROPRINTERS: March 31 Balance Sheet Upside-Down by $25.8-Mil
------------------------------------------------------------------
NUR Macroprinters Ltd. (Pink Sheets:NURM) reported its unaudited
financial results for the fourth quarter ended Dec. 31, 2004, and
audited financial results for the full year ended Dec. 31, 2004.  
NUR also reported its preliminary unaudited financial results for
the first quarter ended March 31, 2005.

"With the release of our financial results, we have made another
step in our multi phase plan to bring NUR closer to a position of
financial stability and prosperity," David Amir, President and
CEO, said.  "We now face the task of negotiating a financial
transaction intended to strengthen our cash position and improve
our financial stability.  We are proud to report a 12% growth in
annual revenue which is supported by our strong product portfolio.  
Our next objective is to increase our market presence and
emphasize our customer services.  Throughout fiscal year 2004 and
the first quarter of 2005 we have commenced development of the
next generation of our products and technologies.  We believe that
these next generation products will strengthen our position in our
current markets and will allow us to address additional markets
which we believe offer significant growth potential."

These financial results include a previously announced write-off
of $18.5 million of assets from the Dec. 31, 2004, balance sheet.  
This figure primarily consists of a $9.7 million inventory write-
off and a $6.3 million write-off of various receivables, both of
which are related to the decision to cease selling the
Ultima/Salsa product lines.  The balance of $2.5 million consists
of a write-off of a deferred tax asset that is also being restated
back to 2003, intangibles assets and increase of accrual for
liabilities.

                     Financial Restatements

NUR is also disclosed its decision to change its revenue
recognition policy to better suit the business environment in
which it is operating.  As a result of this change, NUR has
reviewed its prior year's financial reports and has restated its
financial reports for the years 2002 and 2003.  NUR previously
recognized revenue from sales of equipment when persuasive
evidence of an agreement existed; the product was delivered and
title and risk of loss were passed to the buyer; the sales price
was fixed and determinable; no further obligations existed; and
collectibility was probable.  The new revenue recognition policy
reflects the importance of the installation of equipment sold as
part of the delivery process.  NUR's new revenue recognition
policy calls for revenue to be recognized when persuasive evidence
of an agreement exists; the product has been delivered and
installed, title and risk of loss have passed to the buyer; the
sales price is fixed and determinable, no further obligations
exist, and collectibility is probable. NUR does not grant a right
of return.  As a result of this change in its revenue recognition
policy, NUR has deferred $13.3 million in revenue which under
prior policy would have been recognized during 2004, and under the
new policy will be deferred until installation is completed.  The
inventory has increased by $6.8 million associated with these
deferred revenue the balance of $6.5 million of gross profit was
deferred until installation is complete.  The effect of this
change in the revenue recognition policy on the net income for the
years 2002 and 2003 is $479,000 and ($572,000) respectively.

Revenues for the fourth quarter of 2004 were $19.5 million, a 9%
decrease compared to $21.4 million in the fourth quarter of 2003
(reflecting the restatement of revenue for the prior year).  
Operating loss in the fourth quarter of 2004 was $20.1 million and
net loss was $21.5 million or $0.82 per share.  Operating loss and
net loss for the fourth quarter of 2003 (reflecting the
restatement of income statement for prior year) was $2.2 million
and $3.3 million or $0.19 per share, respectively.

Revenues for the full year 2004 were $76.7 million, a 12% increase
compared to $68.7 million in the year 2003 (reflecting the
restatement of revenue for the prior year).  Operating loss in the
full year 2004 was $19.0 million and net loss was $22.5 million or
$0.93 per share.  Operating loss and net loss for the year 2003
(reflecting restatement of income statement for prior year) was
$23.6 million and $27.2 million or $1.57 per share, respectively.

"We have adjusted the company's revenue recognition policy to
better suit the business environment in which we are operating.
From our experience in the past two years, we have concluded that
the completion of installation is indeed the key indicator to a
successful deal and therefore we feel that this is the most
appropriate measurement for revenue recognition," said David
Seligman, Chief Financial Officer.  "In addition, the major write-
off of old account receivables and inventory resulting from old
product lines, marks a new era of focusing on our newer product
lines and future developments."

                     Going Concern Doubt

The release of NUR's financial results follows reaching a
previously announced agreement with NUR's lender banks not to
accelerate its outstanding bank debt and implementation of a plan
to lower operating costs and preserve cash.  

NUR's outstanding bank debt will come due in January 2006 absent
an agreement with its lender banks to modify the maturity of its
outstanding bank debt.  NUR believes that the steps it has
recently taken to reduce operating costs, together with its
backlog of orders and active sales prospects it is pursuing, will
enable the Company to return to profitability and positive cash-
flow.  However, because there can be no assurance that NUR will be
able to enter into an agreement with its lender banks regarding
the restructuring of its outstanding bank debt and because there
can be no assurance that NUR's plans for reducing operating costs
and increasing revenues will be effective, NUR's financial
statements include a going concern qualification.

NUR also reported its preliminary unaudited results for the first
quarter ended March 31, 2005.  Revenues for the first quarter of
2005 were $18.4 million.  Operating loss in the first quarter of
2005 was $0.4 million and net loss was $1.4 million or $0.05 per
share.  Operating profit and net profit for the first quarter of
2004 (reflecting the restatement of income statement for prior
year) was $3.7 million and $2.4 million or $0.12 per share,
respectively.

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

At March 31, 2005, NUR Macroprinter's balance sheet showed a
$25.8 million stockholders' deficit, compared to a $23.6 million
deficit at Dec. 31, 2004.


OAK INDUSTRIES: Moody's Reviews Convertible Sub. Debt's Ba3 Rating
------------------------------------------------------------------
Moody's Investors Service has placed both the long-term and short-
term debt ratings of Corning Incorporated under review for
possible upgrade.  At the same time, the rating agency affirmed
the company's SGL-1 speculative grade liquidity rating.

The ratings review will focus on:

   1) the profitability and free cash flow generation from each of
      the company's businesses with particular emphasis on its
      liquid crystal display and telecom segments;

   2) Corning's liquidity profile, incorporating customer
      deposits, ongoing levels of cash and expected usage of its
      bank revolver in light of minimal upcoming debt maturities;

   3) the company's desired capital structure going forward once
      the debt level has been reduced below the company's $2
      billion target; and

   4) the timing and cash implications surrounding the pending
      asbestos settlement.

Ratings placed under review for possible upgrade include:

Corning Incorporated:

   * Ba2 for the corporate family rating (previously called the
     senior implied rating);

   * Ba2 for senior unsecured notes, debentures, and IRBs;

   * (P)Ba2 for senior unsecured securities and (P)B1 for
     preferred stock issued pursuant to its 415 universal shelf
     registration;

   * B1 for mandatory convertible preferred securities and Not
     Prime for the short-term debt rating.

Corning Finance B.V.:

   * (P)Ba2 for senior, unsecured securities issued pursuant to
     its 415 universal shelf registration, guaranteed by Corning.

Oak Industries Inc.:

   * Ba3 for the convertible subordinated debt, guaranteed by
     Corning.

Corning's SGL-1 speculative grade liquidity rating reflects the
company's solid liquidity position, which is supported by over
$1.5 billion of cash on the balance sheet (at March 31, 2005) and
a $975 million five year undrawn revolving credit agreement which
matures in March 2010.  Moody's noted that Corning's cash on hand
and unused availability under the bank facility are more than
sufficient to meet maturing debt obligations, LCD expansion and
catalytic substrates investment requirements and cash
restructuring costs over the next twelve months.

Corning's bank facility includes two financial covenants, a
leverage ratio not to exceed 50% and an interest coverage ratio
not to fall below 3.50x.  At the end of March 2005, the company
was comfortably in compliance with both ratios - debt-to-
capitalization was approximately 36% and interest coverage was
approximately 8.4x.  There is no Material Adverse Change
representation or warranty required for individual borrowings
under the facility.  Moody's noted that Corning's assets are
virtually unencumbered and certain product lines or businesses are
readily saleable, factors which could provide additional
flexibility in liquidity planning if necessary.

Corning Incorporated, headquartered in Corning, New York, is a
diversified technology company providing products that serve:

   * telecommunication,
   
   * flat-panel display,
   
   * environmental,
  
   * life sciences, and
  
   * semiconductor industries through a global network of
     businesses, subsidiaries and equity-venture companies.


OMNICARE INC: Plans to Purchase excelleRx for $268,750,000
----------------------------------------------------------
Omnicare Inc. (NYSE:OCR) has agreed to acquire privately held
excelleRx, Inc., a provider of comprehensive pharmaceutical care
services, primarily for hospice patients, for a total purchase
price of $268,750,000 in cash.

ExcelleRx, based in Philadelphia, Pennsylvania, provides
pharmaceutical products and pharmaceutical care services for
approximately 400 hospice agencies with approximately 48,000
patients in 46 states.  Through three state-of-the-art call
centers in Philadelphia, Memphis and Phoenix, excelleRx
pharmacists and client support staff work with hospice nurses and
physicians to provide clinical consultations and process patient
medication orders.  ExcelleRx fulfills prescription orders through
its two mail service pharmacies in Philadelphia and Memphis and
through a network of pharmacies throughout the U.S. Total revenues
for excelleRx are currently running at the annualized rate of
approximately $130 million.

"We are pleased to announce the acquisition of excelleRx.  It has
a well-established record of providing sophisticated and
innovative programs and superior services in the rapidly expanding
hospice pharmacy segment of the pharmaceutical services industry,"
said Joel F. Gemunder, president and chief executive officer of
Omnicare, Inc.  "In addition to complementing Omnicare's existing
hospice business, excelleRx's technology and call center
infrastructure, together with its clinical resources and
expertise, are expected to serve as an excellent platform for
growth in the provision of pharmacy services to both hospice
patients and other patient populations that benefit from
pharmaceutical care management."

The transaction is subject to the expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, and is expected to close in the third quarter of 2005.
The acquisition is expected to be modestly accretive to Omnicare's
earnings per share in 2005, with accretion increasing in 2006.

Mr. Gemunder noted that the hospice industry has experienced
double-digit organic growth driven largely by increased
familiarity with, and greater acceptance of, the holistic model of
care it represents.  As an important element in the range of
services provided to hospice patients, pharmacies capable of
meeting the clinical needs of these patients have participated in
the industry's growth.

"The development of our state-of-the-art operational and clinical
infrastructures, along with our strong and talented staff of more
than 400 dedicated employees, has enabled us to grow rapidly and
profitably to become the nation's leading provider of hospice
pharmacy services," said Calvin Knowlton, chief executive officer
of excelleRx.  "We believe that combining our strengths with those
of Omnicare will allow us to enhance our growth and take a major
step forward in broadening our business to include the management
of medication therapy over a wide range of disease states and care
settings beyond hospice."

"The expertise and talent in hospice pharmacy services that
excelleRx brings to Omnicare makes this a highly attractive
addition to Omnicare's business," said Mr. Gemunder.  "Equally
important, we share the same vision that the future direction of
pharmacy services will be based on the effective management of
drug therapies to produce optimal outcomes cost effectively.
Accordingly, we see excelleRx as a strong platform for the
expansion of Omnicare's pharmaceutical care and disease management
capabilities to markets well beyond institutional pharmacy."

Wachovia Securities is acting as financial advisor for Omnicare.
Citigroup Global Markets Inc. is acting as financial advisor for
excelleRx.

                         About excelleRx

excelleRx, Inc. is the market leader in pharmaceutical care for
niche disease markets, providing expert medication consultation
and pharmaceutical distribution services.  The excelleRx team is
located at multiple sites around the US, the excelleRx
Pharmaceutical Care Support Center (PCSC) is the key intellectual
asset of the Company, and is the most valued feature for clients.
Specialized pharmacists and technicians staff three virtually
seamless state-of-the-art care centers and respond to
pharmaceutical care inquiries from patients, nurses, and
physicians around the clock.  These care centers provide thousands
of points of contact each day, and are supported by a high-tech
enterprise computing infrastructure.

                         About Omnicare

Omnicare, Inc. (NYSE:OCR), a Fortune 500 company based in
Covington, Kentucky, is a leading provider of pharmaceutical care
for the elderly.  Omnicare serves residents in long-term care
facilities comprising approximately 1,090,000 beds in 47 states in
the United States and in Canada, making it the largest U.S.
provider of professional pharmacy, related consulting and data
management services for skilled nursing, assisted living and other
institutional healthcare providers.  Omnicare also provides
clinical research services for the pharmaceutical and
biotechnology industries in 30 countries worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on July 11, 2005,
Standard & Poor's Ratings Services 'BBB-' corporate credit rating
on Omnicare Inc. would remain on CreditWatch with negative
implications following its definitive agreement to purchase
NeighborCare Inc. (BB/Watch Pos/--) for $1.8 billion in cash.
Earlier this week, Omnicare also agreed to purchase RXCrossroads
L.L.C. (unrated) for $235 million in cash.  If these two
transactions were completely debt financed, there would be a
dramatic deterioration in credit quality.  However, in the past,
Omnicare has taken steps to rapidly restore a stronger credit
profile following similar, but smaller, acquisitions.  
Accordingly, resolution of the CreditWatch awaits clarification of
the financial structure of the company following these
transactions.

As reported in the Troubled Company Reporter on May 23, 2005,  
Moody's Investors Service changed the rating outlook for Omnicare,  
Inc., to negative from stable.  At the same time, Moody's assigned  
a Ba3 rating to Omnicare Capital Trust II's approximately  
$334 million in new Trust Preferred Income Equity Redeemable  
Securities.   


ORGANIZED LIVING: Can Make Lease-Related Decisions Until Aug. 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
extended until August 31, 2005, Organized Living, Inc.'s period to
decide whether to assume, assume and assign or reject 26 unexpired
leases of nonresidential real property pursuant to Section
365(d)(4) of the Bankruptcy Code.

The Debtor assures the Court it is current on all of its rent
obligations.  Also, the extension won't prejudice the lessors or
any parties-in-interest.

More importantly, the Debtor utilizes 23 of the leased premises
for operating its retail stores, 2 locations are used as warehouse
and distribution centers, and one houses its corporate
headquarters.

Furthermore, the Debtor is currently in the process of marketing
its business and preparing for a sale of its assets either as a
going concern or through a liquidation.  A premature rejection or
assumption of a lease might diminish the going concern value of
the Debtor's business.

Headquartered in Westerville, Ohio, Organized Living, Inc.,
-- http://www.organizedliving.com/-- is an innovative retailer of  
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Tim Robinson, Esq., at Squire Sanders & Dempsey, 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.


ORGANIZED LIVING: Wants Claims Bar Date Set for September 6
-----------------------------------------------------------
Organized Living, Inc., asks the Honorable Judge Charles M.
Caldwell of the U.S. Bankruptcy Court for the Southern District of
Ohio, to set September 6, 2005, at 4:00 p.m. as the deadline for
all creditors owed money on account of claims arising prior to
May 4, 2005, against Organized Living, Inc., to file proofs of
claim.

The Debtor also proposes that:

   -- All Governmental units must file proofs of claim on or
      before November 1, 2005.

   -- Creditors must file written proofs of claim on or before the
      September 6 Claims Bar Date and those forms must be sent
      either by mail or courier to:

      The Clerk of Court
      U.S. Bankruptcy Court for the Southern District of Ohio
      170 North High Street
      Columbus, OH 43215

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of  
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Tim Robinson, Esq., at Squire Sanders & Dempsey, 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.


OWENS CORNING: Files 2004 Salaried Workers Savings Plan Report
--------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of
1934, Owens Corning delivered to the Securities and Exchange
Commission on June 17, 2005, its Annual Report on the Company's
Savings Plan.

A full-text copy of the 2004 Annual Report is available for free
at http://ResearchArchives.com/t/s?64
     
According to Richard C. Tober, the Plan Administrator, the
Savings Plan principally benefits the salaried employees of Owens
Corning and certain designated subsidiaries.  Fidelity Management
Trust Company is the trustee of the Plan.

Administrative expenses of the Plan are charged to the Plan and
include professional fees, accounting and other administrative
expenses.

Plan investment elections are shares of mutual funds managed by
Fidelity Investments and Company stock.  The Plan does not
currently permit new investments in Company stock, but allows
participants to elect to transfer amounts currently invested in
Company stock to any other investment fund.  An eligible employee
may elect to enroll in the Plan at any time.

PricewaterhouseCoopers LLP audited Owens Corning's Savings Plan
report.

                           Owens Corning
                           Savings Plan
           Statements of Net Assets Available for Benefits

                                               December 31,
                                        -------------------------
                                            2004          2003
                                        -------------------------

Assets:
   Investments:
     Mutual funds:
       Fidelity Low-Priced Stock Fund   $89,664,132  $70,334,405
       Fidelity Retirement Money
        Market Portfolio                 51,904,797   50,928,537
       Spartan U.S. Equity Index Fund    41,228,662   37,301,320
       Fidelity Blue Chip Growth Fund    38,960,081   37,126,372
       Fidelity Diversified
        International Fund               36,991,947   26,740,103
       Fidelity Growth & Income
        Portfolio                        31,686,907   27,726,864
       Fidelity Puritan Fund             26,536,346   23,345,130
       Fidelity Growth Companies         16,542,098   12,012,660
       Fidelity Aggressive Growth Fund   13,748,425   15,283,587
       Fidelity Investment Grade
        Bond Index                       13,574,031   12,905,110
       Fidelity U.S. Bond Index           5,615,891    4,842,002
       Spartan Extended Market Index      5,494,624    2,672,329
       Fidelity Freedom 2010              4,163,511    2,851,736
       Fidelity Freedom 2020              4,061,912    2,899,904
       Fidelity Freedom 2030              2,168,509    1,573,965
       Fidelity Freedom Income            1,589,839    1,049,158
       Fidelity Freedom 2040              1,384,711    1,017,792
       Fidelity Freedom 2000                544,815      491,207
                                        -----------  -----------
     Total mutual funds                 385,861,238  331,102,181
     Company common stock                 2,497,821      319,772
     Loans to participants                8,999,201    8,102,783
                                        -----------  -----------
   Total investments                    397,358,260  339,524,736
                                        -----------  -----------
   Other receivables                         21,992            -
                                        -----------  -----------
Net assets available for benefits     $397,380,252 $339,524,736
                                        ===========  ===========


                           Owens Corning
                     Savings and Security Plan
     Statements of Changes in Net Assets Available for Benefits

                                          For the years ended
                                               December 31,
                                       -------------------------
                                           2004          2003
                                       -------------------------

Investment income (loss):
    Dividends                          $9,982,206     $4,840,947
    Interest on loans to participants     388,332        420,363
    Realized loss on disposition of
     investments                       (7,283,731)   (16,358,063)
    Unrealized appreciation of
     investments                       39,418,872     74,761,318
                                      -----------    -----------
                                       42,505,679     63,664,565

Contributions:
    Participants                       27,790,797     26,086,766
    Owens Corning                      13,883,748     12,478,978
    Transfers in                        1,244,741         49,589
                                      -----------    -----------
                                       42,919,286     38,615,333

Deductions:
    Distributions to participants     (26,875,532)   (27,383,759)
    Transfers out                        (501,477)    (7,107,569)
    Administrative expenses and other    (192,440)      (194,849)
                                      -----------    -----------
                                      (27,569,449)   (34,686,177)
       Net increase                    57,855,516     67,593,721

Net assets available for benefits:
    Beginning of period               339,524,736    271,931,015
                                      -----------    -----------
End of period                        $397,380,252   $339,524,736
                                      ===========    ===========

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 111;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFIC MAGTRON: Court Allows Use of Micro Tech.'s Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave Pacific
Magtron International Corp. and its debtor-affiliates authority to
use Micro Technology Concepts Inc.'s cash collateral.  The Cash
Collateral secures Micro Technology's $679,846 claim against the
Debtors.  Micro Technology is the Debtors' largest vendor and
secured creditor.

                  The Micro Technology Dispute

Micro Technology had previously allowed the Debtors to use its
cash collateral for the purpose of liquidation.  The Court gave
its interim approval of this agreement on June 15, 2005.

However, after failing to reach a consensus on the budget
supporting the use of the Cash Collateral, Micro Technology told
the Debtors that it is not in its best interest to proceed with
the agreement and subsequently instructed the Debtors to limit the
use of the cash collateral except for expenses necessary to
maintain the value of the collateral and the collection of
accounts receivable.  Micro Technology then barred the Debtors
from hiring 'non-essential' personnel without its approval.

               Reasons for Using the Cash Collateral                 

The Debtors, however, argued that without access to the Cash
Collateral, they would not be able to pay for expenses necessary
to liquidate their assets.  The Debtors add that without the Cash
Collateral, their business operations will cease, liquidation will
be delayed and the prospects of reorganization will end.

Since the principal collateral held by Micro Technology consists
of cash, accounts receivable and inventory, the Debtors told the
Court that it also needs to employ professionals who will
supervise the collection of accounts receivables, sell inventory,
and account and report the progress of its liquidation efforts.

                   Interim Management Agreement

Micro Technology also manages Pacific Magtron's wholesale computer
business through an Interim Management Agreement.  

As reported in the Troubled Company reporter on June 17, 2005, the
management agreement stipulates that Micro Technology will, for a
period of 60 days, or upon earlier approval by the court of a
proposed joint venture, manage the operations of the Debtors'
business and supply the company with merchandise to ensure ample
inventory and uninterrupted service to the Debtors' customers.  In
return, Micro Technology Concepts will receive a fee in the form
of a percentage of the gross margin generated by the Debtors'
sales.

The Debtors contend that by revoking its consent to the use of
cash collateral, Micro Technology evaded its responsibility to use
its best efforts to preserve the Debtors' business.

The Debtors added that Micro Technology further violated the
provisions of the Interim Management Agreement by attempting to
induce sales personnel to leave the Company, contacting and
soliciting costumers and otherwise attempting to usurp their
business.

A copy of the Debtor's proposed budget and staffing plan for July
and August 2005 is available for free at:

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

Headquartered in Milpitas, California, Pacific Magtron
International Corp. -- http://www.pacificmagtron.com/--   
distributes some 1,800 computer hardware, software, peripheral,
and accessory items that it buys directly from 30 manufacturers
like Creative Labs, Logitech, and Yamaha.  The Company, along with
its subsidiaries, filed for chapter 11 protection on May 11, 2005
(Bankr. D. Nev. Case No. 05-14326).  As of Dec. 31, 2004, the
Company reported $11,740,700 in total assets and $11,105,200 in
total debts.


PACIFIC MAGTRON: Hires Lenard Schwartzer as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave Pacific
Magtron International Corp. and its debtor-affiliates permission
to employ Lenard E. Schwartzer and the Schwartzer & McPherson Law
Firm as their bankruptcy counsel.

The Debtors chose Mr. Schwartzer as their counsel because of his
experience in handling bankruptcy cases.  Mr. Schwartzer and his
firm will advise the Debtors on their rights, duties and
obligations under the bankruptcy code.

Schwartzer & McPherson's professionals and their hourly rates are:

     Professional                             Hourly Rate
     ------------                             -----------
     Lenard E. Schwartzer, Esq.                  $425
     Jeanette E. McPherson, Esq.                  350
     Jason A. Imes, Esq.                          230
     Linda Daugherty, Paralegal                   140
     Angela Hosey, Legal Assistant                100
     Lia Dorsey, Legal Assistant                  100

The Firm has received a $75,000 retainer from the Debtors.

Mr. Schwartzer assures the Court that he and his firm do not hold
any interest adverse to the Debtors or their estates.

Schwartzer & McPherson, based in Las Vegas, Nevada, practices in
the areas of Bankruptcy, Receiverships, Asset Protection, Civil
Litigation, Insolvency, Business Reorganization, and Creditor
Rights.

Headquartered in Milpitas, California, Pacific Magtron
International Corp. -- http://www.pacificmagtron.com/--   
distributes some 1,800 computer hardware, software, peripheral,
and accessory items that it buys directly from 30 manufacturers
like Creative Labs, Logitech, and Yamaha.  The Company, along with
its subsidiaries, filed for chapter 11 protection on May 11, 2005
(Bankr. D. Nev. Case No. 05-14326).  As of Dec. 31, 2004, the
Company reported $11,740,700 in total assets and $11,105,200 in
total debts.


PACIFIC MAGTRON: Wants Weinberg & Company as Special Accountant   
---------------------------------------------------------------
Pacific Magtron International Corp. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Nevada for
permission to employ Weinberg & Company P.A. as their special
accountant.

The Debtors want Weinberg & Company to assist them in making
reports required by the Securities and Exchange Commission.  The
Firm estimates that fees for performing the work required by the
SEC reporting rules will reach approximately $8,500 per quarter.

Weinberg & Company will bill the Debtors based on these hourly
rates:

          Professional                 Hourly Rate
          ------------                 -----------
          Senior Partner                      $450  
          Local Partner                        300
          Manager                        180 - 225
          Staff                          115 - 180
          Admin                           60 -  78

The Firm tells the Court that it has a $42,491 prepetition claim
against the Debtors for previous accounting services rendered
related to the SEC reporting requirements.

                   About Weinberg & Company

Weinberg & Company is a professional audit, tax and advisory firm.  
The Firm offers domestic and international audit and advisory
services to public and privately held entities needing
professional auditors and advisors to help accomplish their
quarterly and annual objectives.  

Approximately 75% of its clients are small to mid-cap SEC
companies.  The remaining 25% are closely held businesses that
require a CPA firm who can assist with more complex decision
making needs and provide advanced planning.

                     About Pacific Magtron

Headquartered in Milpitas, California, Pacific Magtron
International Corp. -- http://www.pacificmagtron.com/--   
distributes some 1,800 computer hardware, software, peripheral,
and accessory items that it buys directly from 30 manufacturers
like Creative Labs, Logitech, and Yamaha.  The Company, along with
its subsidiaries, filed for chapter 11 protection on May 11, 2005
(Bankr. D. Nev. Case No. 05-14326).  Lenard E. Schwartzer, Esq.,
at Schwartzer & Mcpherson Law Firm, represents the Debtors in
their restructuring efforts.  As of Dec. 31, 2004, the Company
reported $11,740,700 in total assets and $11,105,200 in total
debts.


POGO PRODUCING: Acquires Unocal Subsidiary for $1.8 Billion Cash
----------------------------------------------------------------
Pogo Producing Company (NYSE: PPP) entered into a definitive
agreement to acquire all of the stock of Northrock Resources Ltd.,
a wholly owned Canadian subsidiary of Unocal Corporation, for
$1.8 billion in cash.

On a pro forma basis (including the impact of the recently
announced sale of Pogo's Thailand assets), the acquisition of
Northrock's oil and gas assets in Canada is expected to:

   -- increase Pogo's total proven oil and gas reserves by 45%,
      from 1,437 billion cubic feet of natural gas equivalent to
      2,081 Bcfe;

   -- increase Pogo's worldwide net leasehold acreage by about
      82%, from approximately 1.73 million net acres to
      approximately 3.15 million net acres;

   -- immediately add over 900 identified drilling opportunities
      to Pogo's inventory;

   -- complement Pogo's reserve and production mix with
      Northrock's high quality North American crude oil and
      natural gas assets;

   -- extend Pogo's indicated reserves life to 9.3 years;

   -- allow Pogo to hedge the oil and gas production volumes
      associated with the Northrock acquisition, ensuring Pogo's
      internally calculated rates of return and cash flow in order
      to accommodate accelerated drilling and debt reduction; and

   -- be accretive to Pogo's earnings, cash flow, production and
      reserves per share in 2006 and beyond.

Under the agreement, Pogo will acquire 644 Bcfe of estimated
proven reserves on approximately 300,000 net acres, plus
approximately 1.1 million net acres of undeveloped leasehold.  
Beyond the proven reserves, Pogo believes that Northrock's
properties additionally contain over 200 Bcfe of very high quality
probable reserves and more than 500 Bcfe of possible reserves.  
After allocating $200 million of the purchase price to Northrock's
sizeable undeveloped leasehold acreage, Pogo's acquisition cost,
if the balance of $1.6 billion were attributed solely to the
estimated proven reserves, would be $2.48 per thousand cubic feet
equivalent.

"Pogo's previously announced 2005 Strategic Plan included the
pursuit of meaningful, high quality acquisitions," said Paul G.
Van Wagenen, Chairman and Chief Executive Officer of Pogo.  "Over
the last few years, Pogo has successfully executed many smaller
acquisitions of good domestic properties and reserves at
attractive prices.  Northrock, however, represents Pogo's first
large acquisition since the 2001 purchase of North Central Oil
Corporation.  We freely admit, Pogo is a very particular and
discriminating buyer of assets.  North Central turned out to be an
extraordinarily successful addition of many fine North American
producing fields plus some additional leasehold acreage offering
exploration potential.  Northrock has that same profile, in our
opinion, but it features greater proven, producing reserves and a
far larger and more prospective exploration acreage position."

Mr. Van Wagenen also said, "Our 2005 Strategic Plan, announced in
January, also contemplated the possible sale of Pogo's
international assets in Thailand as well as Hungary.  The Hungary
sale has closed.  The Thailand properties, as was recently
announced, are subject to a definitive agreement to sell at what
we believe to be a favorable price, evidencing Pogo's commitment
to maximizing shareholder value.  The pending Thailand sale,
combined with today's announcement of the Northrock acquisition,
completes a very important part of the Company's Strategic Plan,
resulting in a considerable upgrade in Pogo's asset base and its
growth opportunities for years to come."

Pogo has begun a hedging program related to the Northrock
acquisition.  Pogo has entered into costless collars covering most
of Northrock's current production volumes extending throughout
2006 and 2007.  Pogo has oil costless collars covering 15,000
barrels of oil per day with floors of $50 per barrel and ceilings
ranging from $78 to $82 per barrel for all of 2006 and $50 per
barrel by $75 to $77.50 per barrel for all of 2007.  Similarly,
Pogo also has natural gas hedges covering 75 million cubic feet
per day with costless collars of $6 per mcf by $13.50 to $14.00
per mcf for 2006 and $6 per mcf by $12 to $12.50 per mcf for 2007.

Pogo intends to finance the Northrock acquisition utilizing cash
on hand, proceeds related to international asset sales, excess
capacity under its existing revolving credit facility and
opportunistic capital market transactions.  Pogo remains committed
to maintaining a strong balance sheet and expects to reduce the
acquisition-related debt during 2006 and 2007.

Pogo affirmed that it will continue its ongoing common stock
repurchase program.  As previously announced, Pogo's Board of
Directors has authorized the repurchase of not less than
$275 million nor more than $375 million of Pogo's common stock.  
Based upon recent stock prices, the stock repurchase program could
represent approximately 9% to 12% of Pogo outstanding shares.  To
date, Pogo has spent approximately $220 million, repurchasing
about 4.8 million shares.

The Northrock transaction is subject to customary regulatory
approvals.  It is expected to close during the third quarter of
2005.

                    About Northrock Resources

Northrock Resources Ltd., a wholly owned subsidiary of Unocal
Corporation, is a Canadian oil and gas exploration and production
company with operations in British Columbia, Alberta, Saskatchewan
and the Northwest Territories. Northrock owns interests in
approximately 2.7 million gross acres.

                      About Pogo Producing

Pogo Producing Company explores for, develops and produces oil and  
natural gas.  Headquartered in Houston, Texas, Pogo owns interests  
in 93 federal and state Gulf of Mexico lease blocks offshore from  
Louisiana and Texas.  Pogo also owns approximately 705,000 gross  
leasehold acres in major oil and gas provinces in the United  
States and 1,043,000 acres in New Zealand. Pogo common stock is  
listed on the New York Stock Exchange and the Pacific Exchange  
under the symbol "PPP".

                         *     *     *  

As reported in the Troubled Company Reporter on March 24, 2005,  
Standard & Poor's Ratings Services affirmed its 'BB+' corporate  
credit rating on Pogo Producing Co.  

At the same time, Standard & Poor's assigned its 'BB' rating to  
the company's proposed $300 million subordinated notes due 2015.  
Proceeds from the note offering will be used to repay existing  
bank borrowings under the company's $750 million credit facility.  

Houston, Texas-based Pogo had $755 million of debt as of  
Dec. 31, 2004.  

"The stable outlook on Pogo reflects our expectations that Pogo  
will prudently manage its more aggressive financial policies and  
2005 budget initiatives while maintaining its sound financial  
profile and adequate liquidity for the current ratings," said  
Standard & Poor's credit analyst Brian Janiak.


POGO PRODUCING: $1.8 Bil. Northrock Buy Cues S&P to Watch Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating on Pogo Producing Co. on Credit Watch with negative
implications.  The rating action follows the company's
announcement that it intends to purchase Northrock Resources Ltd.,
a wholly owned Canadian subsidiary of Unocal Corp., for
$1.8 billion in cash.

Pogo intends to fund the transaction with $1 billion in combined
proceeds from expected asset sales due to close in the third
quarter of 2005 and cash on hand, with the remainder initially
funded through drawings under the firm's credit facility.

Houston, Texas-based Pogo has about $850 million in debt
outstanding.

"We will review Pogo's revised capital expenditure budget,
business strategy, and future financing policy including
capitalization and liquidity in light of the transaction," said
Standard & Poor's credit analyst Brian Janiak.

"Pogo has stated that 90% of Northrock's volumes are hedged
through 2007, which will bring cash flow certainty.  Still, some
level of incremental debt leverage is likely, which may
precipitate lower ratings upon the CreditWatch resolution," said
Mr. Janiak.

Pogo currently operates in North America (Gulf of Mexico, onshore
Gulf Coast, Permian Basin, and the Rocky Mountains) and the Gulf
of Thailand (20% of year-end 2004 reserves).


REFOCUS GROUP: Court Dismisses Biolase Presbyopia Patent Lawsuit
----------------------------------------------------------------
The U.S. District Court for the Central District of California
dismissed the lawsuit filed by Biolase Technology, Inc., against
Refocus Group, Inc. (OTC Bulletin Board: RFCG.OB) in Feb. 2005.

In its complaint, Biolase sought a declaratory judgment that
Refocus Group's U.S. Patent No. 5,489,299 entitled, "Treatment of
Presbyopia and Other Eye Disorders," is invalid, unenforceable and
not infringed by Biolase.  The "299" patent is directed in part to
Refocus Group's principal products and scleral spacing/expansion
technology and medical procedures.

In moving to dismiss, Refocus argued that Biolase did not meet the
prerequisites for cases brought under the Declaratory Judgment
Act.  In the order dismissing the case without prejudice (entered
June 23, 2005) the court agreed with Refocus Group and found that
Biolase failed to show that:

   (1) it had "reasonable apprehension of suit" at the time the
       case was filed; and

   (2) it had "taken the necessary concrete steps with the intent
       to conduct activities which could constitute infringement."

Biolase has the right to appeal the court's ruling and Refocus
Group will vigorously defend any such appeal.

Biolase, a dental laser company, had announced in February 2005
(one day preceding the filing of their lawsuit against Refocus
Group) a licensing agreement with Surgilight, Inc., regarding
certain presbyopia laser patents.  Concurrently, Biolase had been
seeking a similar license from Refocus regarding certain patent
rights including rights applicable to the use of lasers in the
treatment of presbyopia.

Refocus Group (OTC: RFCG.OB) -- http://www.refocus-group.com/--  
is a Dallas- based medical device company engaged in the research
and development of treatments for eye disorders.  Refocus holds
over 90 domestic and international pending applications and issued
patents, the vast majority directed to methods, devices and
systems for the treatment of presbyopia, ocular hypertension and
primary open-angle glaucoma.  The company's most mature device is
its patented scleral implant and related automated scleral
incision handpiece and system, used in the Scleral Spacing
Procedure for the surgical treatment of presbyopia, primary open-
angle glaucoma and ocular hypertension in the human eye.

At March 31, 2005, Refocus Group's balance sheet showed a
$2,683,359 stockholders' deficit, compared to a $2,253,161 deficit
at Dec. 31, 2004.


REGUS BUSINESS: Court Issues Final Decree Closing Chapter 11 Cases
------------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York issued a final decree
closing Regus Business Centre Corp. and its debtor-affiliates'
chapter 11 cases on July 7, 2005.

Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in
Manhattan, reported that the Debtors have substantially
consummated their First Amended Plan of Reorganization.  The
Debtors emerged from bankruptcy on January 12, 2004.

The Debtors paid $8,377,716 to professionals employed during the
course of their bankruptcy.

Headquartered in Purchase, New York, Regus Business Centre Corp.  
operates business service centers across the U.S.  The Company and
its affiliates filed for chapter 11 protection on January 14, 2003
(Bankr. S.D.N.Y. Case No. 03-20026).  When the Debtors filed for
protection from its creditors, it listed debts and assets of:

                               Total Assets:    Total Debts:
                               -------------    ------------
Regus Business Centre Corp.    $161,619,000     $277,559,000
Regus Business Centre BV       $157,292,000     $160,193,000
Regus PLC                      $568,383,000      $27,961,000
Stratis Business Centers Inc.      $245,000       $2,327,000


RFMSI SERIES: Rapid Repayments Prompt S&P to Upgrade Ratings
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Standard & Poor's Ratings Services raised its ratings on 39
classes of mortgage pass-through certificates from 15 series
issued by various RFMSI Series Trusts.  At the same time, the
ratings on the mortgage pass-through certificates from 48 series
issued by various RFMSI Series Trusts are affirmed.

The raised ratings reflect rapid prepayments and good performance
of the mortgage loan pools.  All of the series with raised ratings
have paid down to less than 36% of their original size, averaging
20%.  Delinquencies are low - only three had any seriously
delinquent loans (90 days or more), with the highest at 1.44%
(series 2003-S9).  Also, cumulative realized losses may be found
only on one upgraded series - series 2003-S12, which has losses
totaling $129,195.  The remaining credit support should be
sufficient to support the certificates at their new rating levels.

The affirmations reflect the stable performance of the pools and
the ability of the credit support to protect the respective
classes at the current rating levels.  Most of the credit support
percentages for the subordinate classes from the transactions
issued since 2003 have not yet grown sufficiently to warrant
upgrades, as all series without any raised ratings average 75% of
their original size remaining.  Though low, delinquencies may be
found in all but one series without raised ratings (series 2004-
S7).  Aside from series 2003-S12, only one other series has
experienced realized losses - series 2003-S7, which has
experienced losses of less than $8,000.

This surveillance review includes transactions with "SA" as part
of the series name.  The "S" refers to subordination (as usual)
and the "A" refers to adjustable-rate mortgage loans instead of
fixed-rate mortgage loans.  Transactions with "SR" in the series
name refers to resecuritization, as in the case of series 2004-
SR1, which is a resecuritization of class A-5 from series 2003-
S17.
   
                           Ratings Raised
   
                         RFMSI Series Trust
                  Mortgage pass-thru certificates

                                           Rating
                                           ------
               Series         Class      To     From
               ------         -----      --     ----
               2002-S9        M-3        AAA    AA+
               2002-S11       M-3        AA+    AA
               2002-S12       M-2        AAA    AA+
               2002-S12       M-3        AA+    AA-
               2002-S13       M-2        AAA    AA
               2002-S13       M-3        AA+    A
               2002-S14       M-2        AAA    AA+
               2002-S14       M-3        AA+    AA
               2002-S15       M-2        AAA    AA+
               2002-S15       M-3        AA+    AA-
               2002-S16       M-2        AAA    AA+
               2002-S16       M-3        AA+    A
               2002-S17       M-1        AAA    AA+
               2002-S17       M-2        AA+    AA
               2002-S17       M-3        A+     A
               2002-S18       M-1        AAA    AA+
               2002-S18       M-2        AA     AA-
               2002-S18       M-3        A      A-
               2002-S19       M-2        AA     AA-
               2002-S19       M-3        A      A-
               2002-S19       B-1        BBB-   BB+
               2002-S20       M-2        AA-    A+
               2002-S20       M-3        A-     BBB+
               2003-S1        M-2        AA-    A+
               2003-S1        M-3        BBB+   BBB
               2003-S1        B-1        BB+    BB
               2003-S1        B-2        B+     B
               2003-S2        M-1        AA+    AA
               2003-S2        M-2        A+     A
               2003-S2        M-3        BBB+   BBB
               2003-S2        B-1        BB+    BB  
               2003-S9        M-1        AAA    AA+
               2003-S9        M-2        AA+    AA
               2003-S9        M-3        A      A-
               2003-S12       M-1        AAA    AA+
               2003-S12       M-2        AA+    A+
               2003-S12       M-3        A+     BBB+
               2003-S12       B-1        BBB+   BB+
               2003-S12       B-2        BB-    B
     

                           Ratings Affirmed
   
                         RFMSI Series Trust
                  Mortgage pass-thru certificates

  Series      Class                                   Rating
  ------      -----                                   ------
  2002-S9     A-2, A-5, A-6, A-7, A-8, A-P, A-V          AAA
  2002-S9     M-1, M-2                                   AAA
  2002-S11    A-1, A-P, A-V, M-1, M-2                    AAA
  2002-S12    A-1, A-6, A-7, A-8, A-9, A-P, A-V, M-1     AAA
  2002-S13    A-6, A-7, A-P, A-V, M-1                    AAA
  2002-S14    A-1, A-P, A-V, M-1                         AAA
  2002-S15    A-11, A-12, A-P, A-V, M-1                  AAA
  2002-S16    A-1, A-2, A-3, A-9, A-10, A-P, A-V, M-1    AAA
  2002-S17    A-1, A-2, A-6, A-7, A-P, A-V               AAA
  2002-S18    A-1, A-P, A-V                              AAA
  2002-S19    A-1, A-2, A-3, A-4, A-5, A-8, A-9, A-10    AAA
  2002-S19    B-2                                        B+
  2002-S19    A-11, A-12, A-13, A-14, A-15, A-P, A-V     AAA
  2002-S19    M-1                                        AA+
  2002-S20    A-1, A-2, A-3, A-4, A-5, A-9, A-P, AV      AAA
  2002-S20    M-1                                        AA+
  2002-S20    B-1                                        BB+
  2002-S20    B-2                                        B+
  2003-S1     A-1, A-2, A-P, A-V                         AAA
  2003-S1     M-1                                        AA+
  2003-S2     A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2003-S2     A-9, A-10, A-11, A-12, A-P, A-V            AAA
  2003-S2     B-2                                        B
  2003-S3     A-2, A-3, A-4, A-5, A-6, A-P, A-V          AAA
  2003-S3     M-1                                        AA
  2003-S3     M-2                                        A
  2003-S3     M-3                                        BBB
  2003-S3     B-1                                        BB
  2003-S3     B-2                                        B
  2003-S4     A-1, A-2, A-3, A-3A, A-4, A-5, A-6, A-7    AAA
  2003-S4     A-8, A-9, A-10, A-11, A-12, A-13           AAA
  2003-S4     A-P, A-V                                   AAA
  2003-S4     M-1                                        AA
  2003-S4     M-2                                        A
  2003-S4     M-3                                        BBB
  2003-S4     B-1                                        BB
  2003-S4     B-2                                        B
  2003-S5     I-A-1, I-A-2, I-A-3, I-A-P, I-A-V          AAA
  2003-S5     II-A-1, II-A-P, II-A-V                     AAA
  2003-S5     M-1                                        AA
  2003-S5     M-2                                        A
  2003-S5     M-3                                        BBB
  2003-S5     B-1                                        BB
  2003-S5     B-2                                        B
  2003-S6     A-1, A-2, A-3, A-4, A-6, A-7, A-8          AAA
  2003-S6     A-9, A-10, A-P, A-V                        AAA
  2003-S6     M-1                                        AA
  2003-S6     M-2                                        A
  2003-S6     M-3                                        BBB
  2003-S6     B-1                                        BB
  2003-S6     B-2                                        B
  2003-S7     A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-7A    AAA
  2003-S7     A-9, A-10, A-11, A-12, A-13, A-14, A-15    AAA
  2003-S7     A-16, A-17, A-18, A-20, A-21, A-22, A-23   AAA
  2003-S7     A-24, A-25, A-26, A-27, A-28, A-P, A-V     AAA
  2003-S7     M-1                                        AA
  2003-S7     M-2                                        A
  2003-S7     M-3                                        BBB
  2003-S7     B-1                                        BB
  2003-S7     B-2                                        B
  2003-S8     A-1, A-P, A-V                              AAA
  2003-S8     M-1                                        AA
  2003-S8     M-2                                        A
  2003-S8     M-3                                        BBB
  2003-S8     B-1                                        BB
  2003-S8     B-2                                        B
  2003-S9     A-1, A-P, A-V                              AAA
  2003-S9     B-1                                        BBB-
  2003-S9     B-2                                        B+
  2003-S10    A-1, A-2, A-3, A-4, A-5, A-6, A-7          AAA
  2003-S10    A-P, A-V                                   AAA
  2003-S10    M-1                                        AA
  2003-S10    M-2                                        A
  2003-S10    M-3                                        BBB
  2003-S10    B-1                                        BB
  2003-S10    B-2                                        B
  2003-S11    A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2003-S11    A-P, A-V                                   AAA
  2003-S11    M-1                                        AA
  2003-S11    M-2                                        A
  2003-S11    M-3                                        BBB
  2003-S11    B-1                                        BB
  2003-S11    B-2                                        B
  2003-S12    1-A-1, 1-A-2, A-P, A-X-1, A-X-2            AAA
  2003-S12    2-A-1, 2-A-2, 3-A-1, 3-A-2, 4-A-1, 4-A-2   AAA
  2003-S12    4-A-3, 4-A-4, 4-A-5, 4-A-6, 4-A-7, 4-A-10  AAA
  2003-S13    A-1, A-2, A-3, A-4, A-5, A-P, A-V          AAA
  2003-S13    M-1                                        AA
  2003-S13    M-2                                        A
  2003-S13    M-3                                        BBB
  2003-S13    B-1                                        BB
  2003-S13    B-2                                        B
  2003-S14    A-1, A-2, A-3, A-4, A-5, A-6, A-P, A-V     AAA
  2003-S14    M-1                                        AA
  2003-S14    M-2                                        A
  2003-S14    M-3                                        BBB
  2003-S14    B-1                                        BB
  2003-S14    B-2                                        B
  2003-S15    A-1, A-P, A-V                              AAA
  2003-S15    M-1                                        AA
  2003-S15    M-2                                        A
  2003-S15    M-3                                        BBB
  2003-S15    B-1                                        BB
  2003-S15    B-2                                        B
  2003-S16    A-1, A-2, A-3, A-P, A-V                    AAA
  2003-S16    M-1                                        AA
  2003-S16    M-2                                        A
  2003-S16    M-3                                        BBB
  2003-S16    B-1                                        BB
  2003-S16    B-2                                        B
  2003-S17    A-1, A-2, A-3, A-4, A-5, A-6, A-P, A-V     AAA
  2003-S17    M-1                                        AA
  2003-S17    M-2                                        A
  2003-S17    M-3                                        BBB
  2003-S17    B-1                                        BB
  2003-S17    B-2                                        B
  2003-S18    A-1, A-2, A-3, A-P, A-V                    AAA
  2003-S18    M-1                                        AA
  2003-S18    M-2                                        A
  2003-S18    M-3                                        BBB
  2003-S18    B-1                                        BB
  2003-S18    B-2                                        B
  2003-S19    A-1, A-2, A-3, A-4, A-5, A-7, A-8          AAA
  2003-S19    A-9, A-10, A-11, A-12, A-P, A-V            AAA
  2003-S19    M-1                                        AA
  2003-S19    M-2                                        A
  2003-S19    M-3                                        BBB
  2003-S19    B-1                                        BB
  2003-S19    B-2                                        B
  2003-S20    I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2003-S20    I-A-7, I-A-8, I-A-9, I-A-P, I-A-V          AAA
  2003-S20    I-M-1                                      AA
  2003-S20    I-M-2                                      A
  2003-S20    I-M-3                                      BBB
  2003-S20    I-B-1                                      BB
  2003-S20    I-B-2                                      B
  2003-S20    II-A-1, II-A-P, II-A-V                     AAA
  2003-S20    II-M-1                                     AA
  2003-S20    II-M-2                                     A
  2003-S20    II-M-3                                     BBB
  2003-S20    II-B-1                                     BB
  2003-S20    II-B-2                                     B
  2004-PS1    A-1, A-2                                   AAA
  2004-PS1    M-1                                        AA
  2004-PS1    M-2                                        A
  2004-PS1    M-3                                        BBB
  2004-PS1    B-1                                        BB
  2004-PS1    B-2                                        B
  2004-SA1    A-I, A-II, A-III                           AAA
  2004-SA1    M-1                                        AA+
  2004-SA1    M-2                                        A+
  2004-SA1    M-3                                        BBB
  2004-SA1    B-1                                        BB
  2004-SA1    B-2                                        B
  2004-SR1    A-1, A-2, A-3, A-4, A-5                    AAA
  2004-S1     A-1, A-2, A-3, A-4, A-5, A-7, A-8, A-9     AAA
  2004-S1     A-10, A-P, A-V                             AAA
  2004-S1     M-1                                        AA
  2004-S1     M-2                                        A
  2004-S1     M-3                                        BBB
  2004-S1     B-1                                        BB
  2004-S1     B-2                                        B
  2004-S2     A-1, A-3, A-4, A-5, A-6, A-7, A-8, A-9     AAA
  2004-S2     A-P, A-V                                   AAA
  2004-S2     M-1                                        AA
  2004-S2     M-2                                        A
  2004-S2     M-3                                        BBB
  2004-S2     B-1                                        BB
  2004-S2     B-2                                        B
  2004-S3     A-1, A-P, A-V                              AAA
  2004-S3     M-1                                        AA
  2004-S3     M-2                                        A
  2004-S3     M-3                                        BBB
  2004-S3     B-1                                        BB
  2004-S3     B-2                                        B
  2004-S4     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5          AAA
  2004-S4     I-A-6, I-A-7, I-A-8, I-A-P, I-A-V          AAA
  2004-S4     II-A-1, II-A-2, II-A-3, II-A-4, II-A-5     AAA
  2004-S4     II-A-6, II-A-7, II-A-8, II-A-P, II-A-V     AAA
  2004-S4     I-M-1, II-M-1                              AA
  2004-S4     I-M-2, II-M-2                              A
  2004-S4     I-M-3, II-M-3                              BBB
  2004-S4     I-B-1, II-B-1                              BB
  2004-S4     I-B-2, II-B-2                              B
  2004-S5     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2004-S5     I-A-7, I-A-8, I-A-9, I-A-10, I-A-11        AAA
  2004-S5     I-A-12, I-A-13, I-A-P, I-A-V               AAA
  2004-S5     II-A-1, II-A-P, II-A-V                     AAA
  2004-S5     I-M-1, II-M-1                              AA
  2004-S5     I-M-2, II-M-2                              A
  2004-S5     I-M-3, II-M-3                              BBB
  2004-S5     I-B-1, II-B-1                              BB
  2004-S5     I-B-2, II-B-2                              B
  2004-S6     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2004-S6     I-A-P, I-A-V                               AAA
  2004-S6     II-A-1, II-A-2, II-A-3, II-A-4, II-A-5     AAA
  2004-S6     II-A-6, II-A-P, II-A-V                     AAA
  2004-S6     III-A-1, III-A-2, III-A-3, III-A-4         AAA
  2004-S6     III-A-5, III-A-6, III-A-7                  AAA
  2004-S6     III-A-P, III-A-V                           AAA
  2004-S6     M-1, III-M-1                               AA
  2004-S6     M-2, III-M-2                               A
  2004-S6     M-3, III-M-3M                              BBB
  2004-S6     B-1, III-B-1                               BB
  2004-S6     B-2, III-B-2                               B
  2004-S7     A-1, A-P, A-V                              AAA
  2004-S7     M-1                                        AA
  2004-S7     M-2                                        A
  2004-S7     M-3                                        BBB
  2004-S7     B-1                                        BB
  2004-S7     B-2                                        B
  2004-S8     A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2004-S8     A-9, A-10, A-11, A-P, A-V                  AAA
  2004-S8     M-1                                        AA
  2004-S8     M-2                                        A
  2004-S8     M-3                                        BBB
  2004-S8     B-1                                        BB
  2004-S8     B-2                                        B
  2004-S9     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2004-S9     I-A-7, I-A-8, I-A-9, I-A-10, I-A-11,       AAA
  2004-S9     I-A-12, I-A-13, I-A-14, I-A-15, I-A-16     AAA
  2004-S9     I-A-17, I-A-18, I-A-19, I-A-20, I-A-21     AAA
  2004-S9     I-A-22, I-A-23, I-A-24, I-A-25, I-A-26     AAA
  2004-S9     I-A-27, I-A-P, I-A-V                       AAA
  2004-S9     I-M-1                                      AA
  2004-S9     I-M-2                                      A
  2004-S9     I-M-3                                      BBB
  2004-S9     I-B-1                                      BB
  2004-S9     I-B-2                                      B
  2005-SA1    I-A-1, I-A-2, I-A-3, II-A, III-A           AAA
  2005-SA1    M-1                                        AA
  2005-SA1    M-2                                        A
  2005-SA1    M-3                                        BBB
  2005-SA1    B-1                                        BB
  2005-SA1    B-2                                        B
  2005-SA2    I-A, II-A-1, II-A-2, III-A-1, III-A-2,     AAA
  2005-SA2    III-A-3, IV-A, V-A, VI-A-1, VI-A-2         AAA
  2005-SA2    M-1                                        AA
  2005-SA2    M-2                                        A
  2005-SA2    M-3                                        BBB+
  2005-SA2    M-4                                        BBB-
  2005-SA2    B-1                                        BB
  2005-SA2    B-2                                        B
  2005-S1     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2005-S1     I-A-P, I-A-V                               AAA
  2005-S2     A-1, A-2, A-3, A-4, A-5, A-6, A-P, A-V     AAA
  2005-S4     A-1, A-2, A-3, A-P, A-V                    AAA
  2005-S4     M-1                                        AA
  2005-S4     M-2                                        A
  2005-S4     M-3                                        BBB
  2005-S4     B-1                                        BB
  2005-S4     B-2                                        B

  
ROYAL GROUP: SEC Conducts Formal Probe on Accounting Practices
--------------------------------------------------------------
Royal Group Technologies Limited (RYG.SV-TSX; RYG-NYSE) received
notification that the U.S. Securities and Exchange Commission is
conducting a formal, non-public investigation related to past
accounting practices and disclosures.

"We have been communicating with the SEC to keep it advised of the
progress of Royal Group's internal investigations related to the
issues of concern to the company, the Ontario Securities
Commission -- OSC, and Royal Canadian Mounted Police -- RCMP,"
said James Sardo, Chair of the Special Committee of Royal Group's
Board that has been overseeing the investigation process.  "Royal
Group will continue to cooperate fully with the SEC as we are
doing with the OSC and RCMP."

Royal Group Technologies Limited -- http://www.royalgrouptech.com/  
-- manufactures innovative, polymer-based home improvement,
consumer and construction products.  The company has extensive
vertical integration, with operations dedicated to provision of
materials, machinery, tooling, real estate and transportation
services to its plants producing finished products.  Royal Group's
manufacturing facilities are primarily located throughout North
America, with international operations in South America, Europe
and Asia.

                         *      *      *

As reported in the Troubled Company Reporter on May 11, 2005,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Royal Group
Technologies Ltd. to 'BB' from 'BBB-'.  At the same time, Standard
& Poor's removed its ratings on Royal Group from CreditWatch,
where they were placed with negative implications Oct. 15, 2004.
The outlook is currently negative.

The ratings reflect a transitioning management team, and short-
term problems such as weak liquidity, weak internal controls, and
near-term refinancing requirements.  The ratings also reflect
longer-term issues such as weakening profitability and a low
return on capital.  These risks are partially offset by the
company's adequate annualized cash flow protection and moderate
leverage.

"Although the moderate debt leverage, steady free cash flow
generation, and an underlying solid business profile have
supported the ratings through a very difficult year, we now
believe that the distractions caused by the criminal
investigations and governance problems have resulted in (and
exposed) both short- and long-term problems," said Standard &
Poor's credit analyst Daniel Parker.  "Accordingly, the overall
business and financial profile do not currently support an
investment-grade rating," added Mr. Parker.

Despite significant improvement with regards to corporate
governance, the company is still in transition as it seeks to hire
a permanent chief executive officer and chief financial officer.
The company has also proposed five new independent candidates to
join the board following its annual general meeting.  S&P believes
it will take at least several quarters before new management and
the board decide on any major strategic decisions, and before new
management would be able to learn the business.  The company has
multiple business lines and requires a continued focus on
efficiencies and operations to maintain its competitive position.
In addition, the required initiatives to address the short-term
issues could take at least several quarters.

The outlook is negative.  If the company does not address its weak
liquidity and inefficient debt structure in the next eight months,
the ratings could be lowered further.  The current ratings can
tolerate weak profitability and cash flow in the medium term, but
only under the assumption that financial performance trends will
not further deteriorate.

Standard & Poor's believes profitability will be hampered by:

    (1) high resin prices,

    (2) a strong Canadian dollar, and

    (3) the potentially negative effects of rising interest rates
        on the housing and home renovation markets.


SOLUTIA INC: Proposes Protocol to Resolve Claims
------------------------------------------------
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
tells Judge Beatty of the U.S. Bankruptcy Court for the Southern
District of New York that 14,714 claims have been filed in Solutia
Inc. and its debtor-affiliates' chapter 11 cases.  In addition,
2,643 claims have been scheduled as non-contingent, undisputed,
and unliquidated.

                       Tax and Non-Tax Claims

To minimize administrative expenses of the claims resolution
process, the Debtors want to resolve the claims filed by both
taxing and non-taxing authorities.  Specifically, the Debtors
propose to settle any Non-Tax Claim by allowing it in an amount
not to exceed $200,000.  The Debtors also propose to allow any
Tax Claim for an amount not to exceed $500,000.

                        Reclamation Claims

Mr. Cieri informs the Court that the Debtors have received
approximately 104 reclamation demand letters.  At least 31 of the
reclamation creditors have filed proofs of claim asserting their
reclamation demand as an administrative, priority or secured
claim.

The Debtors dispute the validity of many Reclamation Claims on
various grounds, including that:

    -- portions of the products claimed by the reclamation
       creditors were consumed before the reclamation demand was
       made; and

    -- the reclamation creditors' rights, if any, are subordinate
       to the prepetition lenders' claim.

To minimize administrative expenses in the claims resolution
process, the Debtors want to resolve the Reclamation Claims,
without notice or a hearing, by:

    -- allowing an administrative claim in a percentage of the
       valid reclamation demand amount; and

    -- allowing the remainder of the Reclamation Claim as a non-
       priority unsecured claim in an amount not to exceed the
       remainder of the Reclamation Claim.

                Additional Procedures for Resolving
                Tax, Non-Tax and Reclamation Claims

Furthermore, the Debtors ask the Court to approve these
additional procedures for resolving Tax, Non-Tax, and Reclamation
Claims:

    (a) no settlement will be agreed to unless it is reasonable in
        the judgment of the affected Debtor upon consideration of:

        (1) the probability of success if the claim is arbitrated;

        (2) the complexity, expense and likely duration of any
            litigation or arbitration with respect to the claim;

        (3) other factors relevant to assessing the wisdom of the
            settlement; and

        (4) the fairness of the settlement;

    (b) no settlement will be effective unless it is executed by
        the general counsel or the relevant Debtor or an
        authorized representative;

    (c) before executing a settlement of a Tax, Non-Tax Claim, or
        Reclamation Claim, the Debtors will provide a copy of the
        proposed settlement and relevant supporting documentation
        to counsel to the Official Committee of Unsecured
        Creditors and counsel to Monsanto Company.  The Debtors
        and their counsel will cooperate with and respond to
        questions posed by the Creditors Committee and Monsanto
        counsel.  If the Committee and Monsanto do not object to
        the settlement within 14 days of receipt, they will be
        deemed to have consented to the proposed settlement and
        the Debtors will be authorized to execute the settlement;
        and

    (d) if the Committee or Monsanto objects to the settlement,
        the Debtors will seek to resolve, in good faith, the
        objection without further delay.  If the objection cannot
        be resolved, the Debtors may request Court approval of the
        settlement pursuant to Rule 9019 of the Federal Rules of
        Bankruptcy Procedure.

                           Claims Register

The Trumbull Group, LLC, the Debtors' claims agent, maintains a
register of claims filed.  In many instances, filed claims name a
certain Debtor but the name does not match the Debtor reflected
in supporting documentation.  Moreover, a claim often provides
written documentation subsequent to filing, and the new
documentation provides additional information as to the
appropriate Debtor against whom the claims is asserted.

In this regard, the Debtors also propose certain Claims Register
Procedures to aid in the resolution of claims:

    (a) Where the Debtors listed on a proof of claim form does not
        match the Debtors listed on the supporting documentation
        to that claim, the Claims Agent may enter the claim on the
        Claims Register as if filed against the Debtors identified
        in the supporting documentation without further action by
        the Court, provided that the Claims Agent will give
        written notice to the claimant of that docketing and the
        claimant may oppose that docketing;

    (b) Where the Debtors distributed a personalized proof of
        claim form listing the scheduled amount of that claim and
        the claimant simply returned the form in blank, the Claims
        Agent will docket the blank proof of claim as if asserted
        in the amount listed in the personalized proof of claim
        form; and

    (c) Where claims (i) state in their proofs of claim or in
        supporting documentation that they are "not interested in
        a claim," or "do not have a claim," or (ii) write "N/A" on
        their proof of claim and fail to provide supporting
        documentation, the Claims Agent will treat those claims as
        withdrawn, provided that the Claims Agent will provide
        written notice to the claimant of that treatment and the
        claimant may oppose that treatment.

Mr. Cieri believes that the Claims Settlement Procedures will
reduce the Debtors' expenses.  The Debtors will avoid the cost of
having counsel draft and file numerous motions and send out
numerous hearing notices.  The Claims Procedures will also reduce
the burden of the Court's docket, while protecting the interests
of all creditors.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis. (Solutia Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SOUTHERN PERU: Improved Cash Flow Prompts Fitch to Raise Rating
---------------------------------------------------------------
Fitch Ratings has upgraded the foreign currency rating of Southern
Peru Copper Corporation to 'BB+' from 'BB' and downgraded SPCC's
local currency rating to 'BB+' from 'BBB-'.

Fitch has also upgraded the foreign and local currency ratings of
SPCC's direct subsidiary, Minera Mexico, S.A. de C.V. to 'BB+'
from 'BB-', Rating Outlook Positive, as well as its Yankee bonds
due in 2008 and 2028.

Fitch has also assigned a preliminary foreign currency rating of
'BB+' to SPCC's proposed US$600 million to US$680 million 30-year
bond issuance whose proceeds will be used to pay off SPCC's and
Minera Mexico's outstanding syndicated loans of US$200 million and
US$480 million, respectively.  The SPCC bond will not have an
upstream guarantee by Minera Mexico.  The Rating Outlook for all
of ratings is Stable.

SPCC's foreign currency rating upgrade reflects enhanced
geographic diversification of operations and cash flow following
the completion of SPCC's acquisition of affiliate company, Minera
Mexico from SPCC's parent company, Americas Mining Corporation on
April 1, 2005.  SPCC now owns 99% of Minera Mexico, Mexico's
largest copper producer.

SPCC's cash flow should become more diversified as Minera Mexico
is expected to account for approximately 50% of the company's
consolidated EBITDA going forward.  SPCC and Minera Mexico
together generated US$1.7 billion of EBITDA in 2004 (SPCC with
US$1.0 billion and Minera Mexico with US$676 million).  In
addition, the rating upgrade reflects the company's improved
capital structure and reduced consolidated debt levels on a pro
forma basis.  In 2004, strong financial performance and cash flow
generation allowed the company to reduce debt and net debt levels
by 20% and 56%, respectively, on a pro forma basis.

SPCC's foreign currency rating of 'BB+' exceeds Peru's 'BB'
country ceiling by one notch due to the cash flow generated by its
Mexican subsidiary, Minera Mexico.  In the event of a sovereign
crisis in Peru, in which transfer and convertibility restrictions
were to be imposed, the free cash flow of Minera Mexico should be
able to cover SPCC's future debt service by approximately 1.0
times (x) to 4.0x depending on copper prices.  

On a consolidated basis, SPCC also generates about US$2.0 billion
in exports outside of Latin America, which would provide the
company with access to hard currency in the event of transfer and
convertibility restrictions in Peru.  SPCC, a Delaware-
incorporated company, has historically held most of its cash in
the United States.  Cash balances outside of Peru would provide
additional sources of liquidity to the company in the event of
foreign currency restrictions.

The downgrade of SPCC's local currency rating to 'BB+' from 'BBB-'
and the upgrade of Minera Mexico's local and foreign currency
rating to 'BB+' from 'BB-' reflects the consolidated credit
quality of SPCC and Minera Mexico, the new ownership structure and
the rebalancing and support of the debt by the two entities on a
combined basis.

Fitch's 'BB+' ratings positively factor in the fully integrated
nature of the company's operations from mining through smelting
and refining, as well as a production cost structure that ranks
among the lowest in the world. The ratings also consider the
company's large copper reserves, which will allow it to grow
through a number of brownfield and greenfield projects with
reasonably low levels of capital investment.

Additionally, the company's production risk is spread relatively
evenly between Peru and Mexico.  In 2004, the SPCC's two Peruvian
mines, Cuajone and Toquepala, accounted for about 56% of the
company's consolidated copper output, while Minera Mexico's two
main mines, Cananea and La Caridad, accounted for 42%.  The size
of these mines is also relatively balanced with the largest mine,
Toquepala, accounting for 28% of the company's consolidated copper
output and the smallest, La Caridad, producing 18% of the output.

Balanced against these strengths are a number of risks, including
the volatile nature of the pricing cycle of copper.  This
volatility, which led to copper prices averaging US$1.30 per pound
in 2004 after never averaging more than US$0.82 per pound in any
year between 1998 and 2003, makes management's long-term
commitment to a conservative capital structure vital.  Although
copper prices are projected to remain strong in the near- to
medium-term and SPCC's consolidated leverage is low for the rating
category, the company's management has yet to demonstrate a long-
term commitment to a conservative capital structure that would
enable it to grow during the trough in the pricing cycle.  Further
factored in the company's 'BB+' ratings is an expectation that its
relationship with unionized employees, while improved, will
continue to be difficult.

The combined entity has a strong capital structure and is expected
to generate EBITDA of more than US$2.0 billion in 2005, resulting
in a consolidated total debt-to-EBITDA ratio of about 0.5x.
Management of SPCC believes that a consolidated debt of between
US$1.1 billion and US$1.2 billion is appropriate.  Therefore, it
does not intend to use any excess cash flow in the future to
reduce debt.  In 2004, SPCC generated EBITDA of US$1.0 billion and
had total debt of US$289 million, resulting in a total debt-to-
EBITDA ratio of about 0.3x. In 2004, Minera Mexico generated
EBITDA of US$676 million and had total debt of US$1.0 billion,
resulting in a total debt-to-EBITDA ratio of about 1.5x.

SPCC is one of the world's largest private-sector copper producers
and exporters and now owns Mexico's largest copper producer,
Minera Mexico.  Although SPCC is incorporated under Delaware law,
the company's operations are located in southern Peru and consist
of two large-scale, open-pit, copper mining units, Toquepala and
Cuajone, along with integrated smelting and refining facilities in
the port town of Ilo.  Minera Mexico's principal copper mining
facilities, Mexicana de Cobre and Mexicana de Cananea, are located
in northern Mexico and include two open-pit copper mines.  SPCC
and Minera Mexico together produced 718,007 tons of copper in 2004
(SPCC with 397,366 tons and Minera Mexico with 320,641 tons).  
SPCC is owned directly or through subsidiaries by Grupo Mexico
S.A. de C.V. (75.1%) and common shareholders.

Fitch also rates SPCC's parent and affiliate companies Grupo
Mexico S.A. de C.V. ('BB'), AMC ('BB'), Asarco ('CCC') and Grupo
Ferroviario Mexicano, S.A. de C.V. ('BBB-')


SOUTHERN STAR: $829 Mil. GE Energy Deal Cues S&P to Retain Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services 'BB' corporate credit ratings
on Southern Star Central Corp. and wholly owned subsidiary
Southern Star Central Gas Pipeline Inc. remain on CreditWatch with
developing implications.

Owensboro, Kentucky-based Southern Star had about $413 million of
long-term debt outstanding as of March 31, 2005.

The CreditWatch update follows the announcement that GE Energy
Financial Services and Caisse de depot et placement du Quebec have
agreed to buy the Southern Star pipeline system from AIG Highstar
Capital L.P. for $362 million, plus the assumption of $467 million
in debt and preferred stock.

"The CreditWatch listing will be resolved after a thorough review
of the change in ownership and potential resulting changes in the
company's strategic direction, governance, financial profile, or
other credit metrics, and their ultimate impact on credit
quality," said Standard & Poor's credit analyst Plana Lee.

Southern Star Pipeline is a regulated interstate natural gas
pipeline that transports gas from Rocky Mountain and Mid-continent
regions to major metropolitan areas in Kansas and Missouri.


SPECTRASITE INC: Launches Cash Tender Offer for 8-1/4% Sr. Notes
----------------------------------------------------------------
SpectraSite, Inc. (NYSE: SSI) reported the commencement of a cash
tender offer for any and all $200 million of its outstanding
8-1/4% Senior Notes due 2010 and a solicitation of consents to
eliminate certain restrictive covenants from the indenture
governing the Notes.  The Offer and Consent Solicitation are being
made pursuant to an Offer to Purchase and Consent Solicitation
Statement, dated July 11, 2005.

The total consideration will be determined by pricing the Notes
using standard market practice to the first call date at a fixed
spread of 50 basis points over the bid side yield on the 4.625%
U.S. Treasury Note due May 15, 2006, determined at 2:00 p.m. New
York City time, on the business day immediately following the
Consent Date (which the Company expects to be July 25, 2005) by
reference to the Bloomberg Government Pricing Monitor.  Holders
who tender and deliver their consents to the proposed amendments
to the indenture governing the Notes by 12:00 a.m. (midnight) New
York City time at the end of July 22, 2005 will be eligible to
receive the total consideration, which includes a consent payment
equal to $30 per $1,000 principal amount of Notes tendered.
Holders who tender after the Consent Date but by 5:00 p.m. New
York City time on August 8, 2005 will be eligible to receive the
tender offer consideration, which equals the total consideration
less the consent payment.

The Offer and Consent Solicitation are subject to, and conditioned
upon, the satisfaction or, where applicable, waiver of certain
conditions, as described in the Offer to Purchase and Consent
Solicitation Statement.  There can be no assurance that any of
such conditions will be met.

Lehman Brothers Inc. is the Dealer Manager and Solicitation Agent,
and Georgeson Shareholder Communications Inc. is the Information
Agent, in connection with the Offer and Consent Solicitation.
Requests for information should be directed to Lehman Brothers
Inc. at (212) 528-7581 (call collect) or (800) 438-3242 (toll
free).  Requests for documents should be directed to Georgeson
Shareholder Communications Inc. at (212) 440-9800 (call collect)
or (888) 264-6999 (toll free).

SpectraSite, Inc. -- http://www.spectrasite.com/-- based in Cary,  
North Carolina, is one of the largest wireless tower operators in
the United States.  At March 31, 2005, SpectraSite owned or
operated approximately 10,000 revenue producing sites, including
7,826 towers and in-building systems primarily in the top 100
markets in the United States.  SpectraSite's customers are leading
wireless communications providers, including Cingular, Nextel,
Sprint PCS, T-Mobile and Verizon Wireless.

                         *     *     *

As reported in the Troubled Company Reporter on May 9, 2005,
Standard & Poor's Ratings Services revised its CreditWatch listing
on the ratings of 'B+' rated, Cary, North Carolina-based tower
operator SpectraSite Inc. to developing from positive.  The '1'
recovery rating on SpectraSite's SpectraSite Communications Inc.
unit and American Tower Corp.'s American Tower LLC unit's secured
bank debt are not on CreditWatch.

"These actions follow the recently announced merger agreement
between Boston, Massachusetts-based tower operator American Tower
Corp. and SpectraSite," said Standard & Poor's credit analyst
Catherine Cosentino.  Under the agreement, which is expected to
close in the second half of 2005, subject to stockholder and
regulatory approvals, SpectraSite shareholders will receive shares
of American Tower stock.

When completed, these shareholders will own approximately 41% of
the combined company, with American Tower shareholders owning the
remaining 59%.  The change in the CreditWatch listing reflects the
fact that the combined entity could be rated as low as 'B', given
the higher leverage of American Tower, at about 8.3x debt to
EBITDA, on an operating lease adjusted basis for 2004, including
interest income from TV Azteca and adjusted for the early 2005
redemption of $133 million of additional debt, compared with 7.2x
for SpectraSite.

If the merger is not consummated, SpectraSite could still be
upgraded because of its better credit metrics.  Our ratings on
American Tower Corp. remain on CreditWatch with positive
implications, with two possible paths to upgrade.  On its own,
tower co-location growth could support a higher rating; if the
merger does not close, the company could still be raised to at
least 'B'.


TELTRONICS INC: CapitalSource Provides $11 Million Funding
----------------------------------------------------------
Teltronics, Inc. (OTC Bulletin Board: TELT) reported an agreement
with CapitalSource Finance LLC of Chevy Chase, Maryland, providing
an $8 million revolving line of credit and a $3 million term note.

"We are really excited about this new facility, as it more closely
matches Teltronics' current business cycles and should enable us
to improve our operating efficiencies even further," said Ewen
Cameron, Teltronics' President and Chief Executive Officer.
"Approximately $8 million of the proceeds available under the new
agreement were used to settle Teltronics obligations to CIT and
Harris Corporation," Mr. Cameron added.

                       About CapitalSource

CapitalSource -- http://www.capitalsource.com/-- is a specialized  
commercial finance company offering asset-based, senior, cash flow
and mezzanine financing to small and mid-sized borrowers through
three focused lending businesses: Corporate Finance, Healthcare &
Specialty Finance and Structured Finance.  By offering a broad
array of financial products, CapitalSource has issued more than
$7.1 billion in loan commitments.  Headquartered in Chevy Chase,
MD, CapitalSource has a national network of offices in cities
including Atlanta, Boston, Buffalo, Chicago, Dallas, Los Angeles,
Nashville, New York, Philadelphia and San Francisco.  

                        About Teltronics

Teltronics, Inc. -- http://www.teltronics.com/-- is a leading  
global provider of communications solutions and services that help
businesses excel.  The Company manufactures telephone switching
systems and software for small-to-large size businesses,
government, and 911 public safety communications centers.  
Teltronics offers a full suite of Contact Center solutions --
software, services and support -- to help their clients satisfy
customer interactions.  Teltronics also provides remote
maintenance hardware and software solutions to help large
organizations and regional telephone companies effectively monitor
and maintain their voice and data networks.  The Company serves as
an electronic contract-manufacturing partner to customers in the
U.S. and overseas.  

At Dec. 31, 2004, Teltronics' balance sheet showed a $6,043,551
stockholders' deficit, compared to a $6,124,389 deficit at  
Dec. 31, 2003.


THAXTON GROUP: Finova Cash Collateral Deal Continued Until Aug. 29
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
tenth amendment to its final order on The Thaxton Group, Inc., and
its debtor-affiliates' continued use of cash collateral securing
repayment of prepetition obligations to Finova Capital Corporation
and granting certain liens and providing security and other relief
to Finova Capital.

The Court entered its tenth amendment to the Final Cash Collateral
Order on June 28, 2005.

The Order is amended to provide that:

   a) the Final Cash Collateral Budget is supplemented with a
      Budget that will reflect the continued use of the Debtors'
      use of Finova's Cash Collateral until Aug. 29, 2005,
      provided, however that the Budget may be restated to reflect
      the sale of any of the Aggregate Collateral by eliminating
      the budgeted revenues for the Debtor that sold that
      Aggregate Collateral and the budgeted expenses related to
      that Aggregate Collateral; and

   b) the Performance Covenants Date and the Termination Dates is
      extended from June 30, 2005, to Aug. 29, 2005.

                         Prepetition Debt
                    & Use of Cash Collateral

Under various prepetition Loan Agreements, the Debtors owe
approximately $110,000,000, subject to any defenses, setoffs and
claims to Finova Capital.  The Debtors also funded their liquidity
needs through the sale of Subordinated Notes to individual
investors.  As of the Petition Date, the Debtors had approximately
$121,000,000 of the Notes outstanding.

The Debtor will use Finova Capital's Cash Collateral to preserve
the going concern value of their going-forward businesses, fund
payroll obligations, rent payments, business related payment
expenses and other working capital needs.  The Debtor's continued
use of the Cash Collateral will also enable them to generate new
loans and renew existing loans, which will enhance Finova's
primary collateral-the Debtors' loan receivables.

The Debtors are authorized to continue using Finova Capital's Cash
Collateral until August 29, 2005.  The Debtors' use of the Cash
Collateral is in strict compliance with a Budget that will
supplement the ninth amended Cash Collateral Budget, which was
approved by the Court on April 29, 2005.  The Debtor has yet to
file the supplement Budget that will reflect the amendments under
the tenth amended Order.

               Adequate Protection to Finova Capital

Finova Capital is granted a continuing, valid, binding,
enforceable and perfected post-petition Replacement Liens on all
of the Debtors' post-petition property and assets, but excluding
proceeds from causes of action arising under chapter 5 of the
Bankruptcy Code.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  Michael G.
Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $206 million in assets and $242 million in
debts.


THAXTON GROUP: Has Until Sept. 6 to Make Lease-Related Decisions
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended, until Sept. 6, 2005, the period within which The Thaxton
Group, Inc., and its debtor-affiliates can elect to assume, assume
and assign, or reject their unexpired nonresidential real property
leases.

The Debtors inform the Court that they are parties to 184
unexpired nonresidential real property leases.

The Debtors filed their First Amended Joint Consolidated Plan of
Reorganization on Sept. 29, 2004.  They have deferred soliciting
votes for the Plan's confirmation pending the Court's adjudication
of the Official Committee of Unsecured Creditors' request for
Substantive Consolidation of All Debtors (D.I. 583).  Post-hearing
briefs on that case have been submitted and the issue is currently
pending before the Court for consideration.

The Debtors gave the Court three reasons in support of the
extension of their lease decision period:

   1) they cannot make an informed determination as to the
      advisability of the assumption, assumption and assignment or
      rejection of the unexpired leases until the Court's
      adjudication of the Consolidation Motion of the Creditors
      Committee;

   2) the extension will give them more opportunity to consider
      thoroughly and evaluate each of the unexpired leases to help
      them make informed business judgments regarding available
      alternatives; and

   3) the extension will not prejudice the landlords of the
      unexpired leases because the Debtors are current on all
      postpetition payments to those landlords as required under
      Section 365(d)(3) of the Bankruptcy Code.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  Michael G.
Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $206 million in assets and $242 million in
debts.


TY COBB: Fitch Cuts Rating on $17.6MM Bonds Four Notches to B  
-------------------------------------------------------------
Fitch Ratings has downgraded $17.6 million Hospital Authority of
the City of Royston, GA revenue anticipation certificates (Ty Cobb
Healthcare System, Inc. Project) series 1999 to 'B' from 'BB+'.

In addition, the rating has been placed on Rating Watch Negative.
The downgrade is primarily due to the continued decline in
financial performance and a pending rate covenant violation for
2004.  Ty Cobb's operating margin declined to negative 9.2%
(negative $6.9 million operating loss) in 2004 from negative 2.4%
(negative $1.8 million operating loss).

Management attributed $3.25 million of the fiscal 2004 operating
loss to a write-off of bad debt expense and the remainder of the
loss due to an increase in contractual allowances.  Ty Cobb is
expected to fall short of its debt service rate covenant of 1.2
times (x) in fiscal 2004, which will require a consultant call-in.
Fiscal 2004 is the fifth year in a row Ty Cobb has had an
operating loss.

Ty Cobb's balance sheet indicators are extremely weak and afford
the system little flexibility.  At 2004, Ty Cobb had 31.4 days
cash on hand and 25.3% cash to debt.  Ty Cobb covenants only to
disclose annual financial data to bondholders, and, to date,
distribution to the nationally recognized municipal securities
repositories has been sporadic.  Ongoing credit concerns include
Ty Cobb's poor payor mix (18.7% is Medicaid and 11.2% self pay)
and physician staff shortages.

Offsetting Fitch's concerns are management's intention to divest
of Barrow Community Hospital, which lost $5.4 million from
operations and accounted for 26.3% of total system revenues in
fiscal 2004.  Despite poor operating performance from Ty Cobb's
other hospitals in fiscal 2004, Hart County Hospital (HCH) and
Cobb Memorial Hospital (CMH), these two facilities continue to
capture approximately 70% of admissions in the service area.  
Inpatient discharges through the first three months ended March 1,
2005 increased 7% to 3,923 from 3,677 over the same period last
year.

The Rating Watch Negative indicates the potential for a downgrade
of the rating over the short term and will depend on management's
ability to formulate a viable strategy for the system going
forward as well as further analysis of interim financial
statements.  Fitch also expects to review a copy of the
consultant's recommendations resulting from the rate covenant
violation, when they become available.

Management has budgeted a negative 0.7% operating margin (negative
$570,000 operating loss) in fiscal 2005.  Through the three months
ended March 31, 2005, Ty Cobb posted an operating loss of negative
2.1% (negative $1.2 million) and debt service coverage of maximum
annual debt service of 1.1x.  The Negative Outlook reflects
Fitch's expectation that Ty Cobb will not meet its fiscal 2005
budget, and the challenge of improving operating performance at
HCH and CMH.  Additionally, while management has stated its
intention to divest BCH, failure to do so could further depress
operating performance and balance sheet indicators.

Ty Cobb Healthcare System consists of three hospitals (210
operated beds) and three long-term care facilities (350 operated
beds).  The system had $75.8 million in total operating revenue in
fiscal 2004.  Ty Cobb has not entered into any swaps.  Fitch notes
that disclosure to bondholders is limited, and Ty Cobb provides
information only to requesting bondholders.


UAL CORP: PBGC Wants Summary Judgment on Pilot Plan Termination
---------------------------------------------------------------
The Pension Benefit Guaranty Corporation asks the U.S. Bankruptcy
Court for the Northern District of Illinois to determine:

   1) Whether the PBGC's determination that the United Airlines
      Pilot Defined Benefit Pension Plan should be terminated
      must be reviewed under the arbitrary and capricious
      standard of the Administrative Procedure Act,
      5 U.S.C. Section 706?

   2) Whether the PBGC's determination that the Plan should be
      terminated must be upheld because it was not arbitrary and
      capricious?

   3) Whether the Court should establish December 30, 2004, as
      the Plan's termination date?

Jeffrey B. Cohen, Esq., Chief Counsel at the PBGC in Washington,
D.C., says that the PBGC is prepared to step in, become trustee
of the Pilot Plan, and pay participants their guaranteed
benefits, which are underfunded by approximately $1,400,000,000.
However, the PBGC will not permit $138,000,000 of additional
benefits to be dumped onto the insurance fund by delaying the
Pilot Plan's termination date until June 2005, as the Debtors and
the Air Line Pilots Association have agreed.  Through a later
termination date, the Debtors and the ALPA "cavalierly seek to
shift financial responsibility onto PBGC and its premium payers
for additional unfunded benefits," laments Mr. Cohen.

The PBGC's determination that this presented an unreasonable risk
of loss was not arbitrary and capricious.  Mr. Cohen says the
PBGC was left with little choice.  Once the Debtors and the ALPA
agreed to terminate the Pilot Plan, the PBGC had the right and
the obligation to limit its liability.  The PBGC acted reasonably
in attempting to avoid the absorption of $138,000,000 in
additional liability.

Accordingly, the Court should grant summary judgment in favor of
the PBGC, transmit a recommended order to the District Court that
terminates the Pilot Plan, establish December 30, 2004, as the
date of termination and appoint the PBGC as the statutory
trustee.  The Court should compel all persons who have any
records, assets and property of the Plan to transfer, convey and
deliver them to the PBGC as trustee of the Pilot Plan.

                  PBGC Wants Discovery Clarified

The PBGC also asks the Court to clarify the scope of discovery or
to grant a protective order.  Mr. Cohen says the Court must
decide whether its role is to review the PBGC's determination,
under the arbitrary and capricious standard, that the Pilot's
Plan should be terminated based on the administrative record.
The Court must also rule whether its role is to make that
determination after a de novo hearing.

Mr. Cohen says that this matter is proceeding on two tracks:

    1) the parties are briefing the case on summary judgment; and

    2) the parties are engaging in discovery in case a de novo
       hearing is warranted.

The Debtors, the Air Line Pilots Association and the PBGC
disagree on the permissible scope of discovery and on what use
the parties can make of that discovery in the summary judgment
process.  Mr. Cohen says that discovery was to proceed as if
there would be a de novo hearing and there would not be discovery
on the agency's administrative record.  The Court stated
unequivocally that it "would not allow discovery on the internal
decision-making processes of PBGC that led to its institution of
these proceedings."  In other words, the Debtors and the ALPA
were not permitted to take discovery on information in the
administrative record.

According to Mr. Cohen, additional discovery disputes will arise
unless the Court:

      1) limits the scope of permissible discovery to evidence
         that will be introduced at a de novo trial;

      2) prohibits the parties from attaching, citing, or using
         matters outside the administrative record in their
         summary judgment pleadings; and

      3) provide that the PBGC's actuaries will be produced for
         depositions only once in the action.

Mr. Cohen is worried that if the Court does not establish some
boundaries, the Debtors and the ALPA will maneuver to get
indirectly what they are not entitled to directly -- discovery
beyond the administrative record in the review of the
administrative determination.

             ALPA Wants to Compel Discovery from PBGC

The ALPA wants the Court to compel the PBGC to respond to its
document production requests and produce witnesses.  According to
Babette A. Ceccotti, Esq., at Cohen, Weiss and Simon, in New York
City, the ALPA and the PBGC dispute the standard of review
applicable to the PBGC's pension determinations.  The ALPA has
requested documents from the PBGC.  The ALPA's Production
Requests focused on the actuarial components of the PBGC's long-
run loss determination and other matters contained in the
administrative record.

On June 21, 2005, in response to the ALPA's Production Request,
the PBGC provided some documents, but limited its production and
declined to produce other documents on the grounds that they were
allegedly beyond the scope of discovery and that the requests
were "premature" because discovery is only relevant to a de novo
trial that may take place.  In addition, the PBGC refused to
provide actuarial witnesses.  Ms. Ceccotti complains that the
PBGC apparently intends to respond to the Production Requests at
some unspecified time of its choosing.

Ms. Ceccotti notes that the PBGC failed to provide complete
participant data underlying various calculations in its
Administrative Record.  The PBGC initially provided diskettes
with participant data and calculations.  However, the disks were
in MS Excel format, without necessary formulas describing how the
information was calculated.  After requests from the ALPA and
United Retired Pilots Benefit Protection Association, the PBGC
produced the formulas on June 14.  However, the PBGC failed to
include the linked workbooks needed to access the files.  At
best, Ms. Ceccotti says, this renders parts of the workbooks
inaccessible without conducting burdensome technical procedures;
at worst, certain data is simply missing.

Ms. Ceccotti asserts that the Court should compel the PBGC to
respond in full to the Production Requests.  The PBGC's refusal
to respond to the ALPA's discovery has more to do with an effort
to revise the reasons it has for its position concerning Plan
termination.  The PBGC's position is insupportable in light of
the allegations of its Complaint, the scope of discovery
permissible under Bankruptcy Rules and the Court's prior rulings.
There is no basis under the discovery rules for the PBGC to delay
discovery to suit its own purposes or condition the use that
parties may make of its documents.  The PBGC should be compelled
to produce the requested documents, including the missing
electronic files, states Ms. Ceccotti.

Headquartered in Chicago, Illinois, UAL Corporation --  
http://www.united.com/-- through United Air Lines, Inc., is the         
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 92; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US UNWIRED: Board Approves $1.3 Billion Sprint Merger Deal
----------------------------------------------------------
Sprint (NYSE: FON) and US Unwired, Inc. (NASDAQ: UNWR) reported
that their boards of directors have unanimously approved an
agreement for Sprint to acquire US Unwired for approximately
$1.3 billion.

Under the terms of the agreement, Sprint will commence a cash
tender offer to acquire all of US Unwired's outstanding common
stock at a price of $6.25 per share.  Following completion of the
tender offer, any remaining shares of US Unwired will be acquired
in a cash merger at the same price.  Sprint also will acquire US
Unwired's net debt, which was approximately $266 million as of
March 31, 2005, in connection with the transaction.  Shareholders
with approximately 27.3% of the outstanding common shares of US
Unwired have agreed to tender their shares pursuant to the tender
offer and to vote their shares in favor of the merger.  The
acquisition is subject to customary regulatory approvals and is
expected to be completed in the third quarter of 2005.

As part of the agreement, Sprint and US Unwired will seek an
immediate stay of litigation pending in U.S. District Court in
Lake Charles, La., including US Unwired's request for an
injunction to block the merger of Sprint and Nextel
Communications, with a final resolution to become effective upon
the closing of the acquisition.

US Unwired, based in Lake Charles, Louisiana, provides Sprint PCS
services in nine states, serving more than 500,000 direct wireless
subscribers in 48 markets.  It employs about 600 people and had
2004 revenues of $408 million.

"This acquisition would bring an end to a long partnership with
the management and shareholders of US Unwired," said Gary Forsee,
chairman and CEO, Sprint. "We appreciate their efforts over the
years to grow the Sprint business in its assigned territories.
While we decided to acquire a direct ownership interest in these
assets, we continue to value our relationship with other
affiliates providing Sprint services."

Robert Piper, US Unwired's president and CEO, said: "Since US
Unwired's inception, our employees have demonstrated their
commitment to building substantial shareholder value.  We began
our Sprint relationship with a handful of customers and a service
territory of 1.8 million residents.  Through the effort of our
personnel, our network now covers 8.1 million people and serves
more than a half-million subscribers.  We are pleased to have this
opportunity to realize continued value for our shareholders."

                            Advisors

Sprint's financial advisor for the transaction was Citigroup
Global Markets Inc.; its principal legal advisor was King &
Spalding, LLP.  US Unwired's financial advisor was Evercore
Partners, LLP and its principal legal advisors were Cahill Gordon
& Reindel LLP and Correro Fishman Haygood Phelps Walmsley &
Casteix, L.L.P.

                    Sprint-Nextel Litigation

On December 15, 2004, Sprint and Nextel Communications, Inc.,
entered into a merger agreement providing for a merger of equals,
creating America's premier communications company.  

On June 21, 2005, Unwired Inc. and its subsidiary Louisiana
Unwired L.L.C. filed a motion with the District Court for the
Western District of Louisiana (Case No. 05-1084) for an Order
preliminarily enjoining Sprint Corporation from proceeding with
the anticipated merger with Nextel Communications, Inc.

US Unwired told the Court that the merger will create a violation
of the 1998 Agreement between Sprint and Louisiana Unwired by
placing Sprint in direct competition in nine of eleven areas in
which Sprint granted US Unwired the exclusive right in the 1998
Louisiana Agreement to own, build, operate and manage a wireless
network.  US Unwired also told the Court that Sprint's breach of
the exclusivity provision of the 1998 Agreement will irreparably
harm the Company.

Sprint and US Unwired agreed that they will seek an immediate stay
of this litigation.  The parties will resolve their dispute as
part of their purchase agreement.

                          About Sprint

Sprint offers an extensive range of innovative communication
products and solutions, including global IP, wireless, local and
multiproduct bundles. A Fortune 100 company with more than $27
billion in annual revenues in 2004, Sprint is widely recognized
for developing, engineering and deploying state-of-the-art network
technologies, including the United States' first nationwide all-
digital, fiber-optic network; an award-winning Tier 1 Internet
backbone; and one of the largest 100-percent digital, nationwide
wireless networks in the United States.  www.sprint.com/mr.

                        About US Unwired

US Unwired Inc., headquartered in Lake Charles, La., holds direct
or indirect ownership in four PCS affiliates of Sprint: Louisiana
Unwired, Texas Unwired, Georgia PCS and Gulf Coast Wireless.
Through Louisiana Unwired, Texas Unwired and Georgia PCS, US
Unwired is authorized to build, operate and manage wireless
mobility communications network products and services under the
Sprint brand name in 48 markets, currently serving over 500,000
customers. US Unwired's PCS territory includes portions of
Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi,
Oklahoma, Tennessee and Texas.  For more information on US
Unwired, visit the company's web site at http://www.usunwired.com/
US Unwired is traded on the Nasdaq exchange under the symbol
"UNWR."

At March 31, 2005, US Unwired's balance sheet showed an  
$84,572,000 stockholders' deficit, compared to a $278,939,000  
deficit at Dec. 31, 2004.  


US UNWIRED: Moody's Reviews $235 Million Notes' Junk Rating
-----------------------------------------------------------
Moody's Investors Service today placed the ratings of US Unwired
on review for possible upgrade based upon the recently announced
agreement to be acquired by Sprint Corporation.  Additionally,
Moody's affirmed the Sprint Corporation ratings as noted below.

The ratings on review for possible upgrade are:

US Unwired Inc.:

   * Corporate Family -- B3
   * $125 million first priority floating rate notes due 2010 - B2
   * $235 million 10% second priority notes due 2012 - Caa1

The affirmed ratings are:

Sprint Corporation:

   * senior unsecured long-term at Baa3

Sprint Capital Corporation:

   * senior unsecured long-term at Baa3

Rating outlook developing

The acquisition of US Unwired for total consideration of
approximately $1.3 billion in cash assumed debt will reduce the
liquidity of Sprint Corp.  However, the purchase price is
effectively offset by proceeds from the recent sale of Sprint's
tower portfolio for $1.2 billion in cash.  

Moody's Baa3 rating on Sprint Corp. continues to have a developing
outlook.  This reflects the uncertainty regarding the size and
timing of the benefits related to the pending merger with Nextel
Communications (corporate family rating Ba2 on review for possible
upgrade) that are expected to offset the loss of the substantial
free cash flow generated by Sprint's local telecommunications
division (which is expected to be spun off to the combined
company's shareholders sometime after the merger).

As Moody's noted in its last rating action on Sprint Corp in
December 2004, the use of debt to consolidate these financially
weaker entities would put negative pressure on the ratings.  The
outlook reflects the continuing uncertainty of how the merged
entity will address any remedies that will be sought by both
company's remaining wireless affiliates.

US Unwired, based in Lake Charles, Louisiana, is a wireless
affiliate of Sprint Corporation with LTM revenues of $424 million.
Sprint Corporation is based in Overland Park, Kansas with LTM
revenues of $27.7 billion.


US UNWIRED: $1.3 Billion Sprint Deal Cues S&P's Positive Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Lake
Charles, Louisiana-based wireless provider US Unwired Inc.,
including its 'CCC+' corporate credit rating, on CreditWatch with
positive implications.  Standard & Poor's ratings on Sprint
Corp. (BBB-/Watch Pos/--) remain on CreditWatch with positive
implications.

"These actions follow today's announcement that Sprint Corp. will
purchase Sprint PCS affiliate US Unwired for a just over $1
billion in cash, plus the assumption of about $266 million in net
debt," said Standard & Poor's credit analyst Eric Geil.

The transaction is part of a legal settlement of outstanding
litigation initiated by US Unwired against Sprint regarding the
business relationship between the two companies.  Under the
settlement, all litigation against Sprint, as well as US Unwired's
injunction to enjoin Sprint and Nextel Communications Inc. from
proceeding with their merger, are stayed.

Business disputes with other major Sprint affiliates have been
resolved during the past two years as part of renegotiated
affiliate agreements, suggesting a lower likelihood of other near
term Sprint affiliate buyouts.

US Unwired is a wireless service provider in nine southern states,
with roughly 500,000 wireless subscribers in markets totaling 11.3
million people.

All of Standard & Poor's ratings on Sprint initially were placed
on CreditWatch with positive implications on Oct. 8, 2004, based
on operating and financial improvement, and remained on
CreditWatch following the Dec. 15, 2004, announcement of the
merger agreement between Sprint and Nextel Communications Inc.  
The ratings on the debt of Sprint's local telephone division
remain on CreditWatch, where they were placed with developing
implications on May 13, 2005, reflecting uncertainty about the
potential ratings for the local unit based on the assumption that
it will be spun off from the merged Sprint-Nextel.


VENTAS INC: Debt Protection Measures Cue S&P's Positive Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Ventas
Inc. (Ventas) to positive from stable.  At the same time, Standard
& Poor's affirmed its corporate credit and senior note ratings on
Ventas, its operating partnership Ventas Realty L.P., and Ventas
Capital Corp.  These rating actions impact roughly $900 million in
senior notes.

"The outlook revision reflects Ventas' improved diversity by
tenant, asset/payor type, and strong debt protection measures,"
said Standard & Poor's credit analyst George Skoufis.  "Increased
leverage and higher secured debt levels, as well as a still
concentrated tenant base relative to peers, somewhat mitigate
these improvements."

Better diversity within the portfolio should produce more stable
cash flow.  Despite some modest deterioration to the balance
sheet, expectations are that the financial profile will improve
over time.  If management can successfully manage this larger
operating platform, and is able to bring leverage back down and
refinance its 2006 secured debt maturity on an unsecured basis, a
one-notch upgrade would be warranted.


WASTEQUIP INC: Moody's Rates Proposed $75 Million Term Loan at B3
-----------------------------------------------------------------
Moody's Investors Service has assigned the following first-time
ratings to Wastequip, Inc., a leading manufacturer of waste
containers and related waste equipment to the waste service
industry.  The ratings are subject to review of the final
documentation of the financing transactions.

New Ratings Assigned:

   * B2 for the proposed $40 million senior secured revolving
     credit facility, due 2010,

   * B2 for the proposed $140 million senior secured first lien
     term loan, due 2011,

   * B3 for the proposed $75 million senior secured second lien
     term loan, due 2012, and

   * B2 corporate family rating

Wastequip is being purchased by DLJ Merchant Banking Partners for
$300 million, or approximately 7.5 times estimated LTM June 30,
2005 EBITDA.  Financing for the purchase will come from:

   * $215 million of debt financing from the subject transactions;
   * $90 million of new cash equity from DLJ; and
   * $3 million of management equity.

Wastequip is currently controlled by CIVC Partners Fund, LLC,
which acquired the company in 1999.

The ratings reflect:

   * Wastequip's significant debt and high financial leverage;
   * relatively small size;
   * considerable customer concentration risks;
   * acquisitive growth strategy;
   * exposure to volatile steel prices; and
   * modest level of tangible assets.

On the other hand, the ratings are supported by:

   * the company's leading market position in the fragmented waste
     container market;

   * broad product offering and geographic coverage; and

   * generally favorable trends in the waste industry.

The rating outlook is stable.  Factors that could have positive
rating implications include:

   1) strong operating performance; and

   2) meaningful debt reduction that is supported by a more
      conservative financial policy.  

Factors that could have negative rating implications include:

   1) large debt-financed acquisitions that alter the company's
      business and financial risk profile;

   2) deteriorating financial performance; and

   3) dividend payment or other forms of capital withdrawal by
      shareholders.

Founded in 1989 and mainly through acquisitions, Wastequip has
become the largest manufacturer of waste containers and related
equipment, holding No. 1 market share in four out of five of its
main product categories:

   * roll-off containers,
   * small containers,
   * hoists,
   * compactors, and
   * intermodel refuse containers.

Its national footprint of 26 manufacturing facilities -- largest
among competitors - gives it a competitive advantage in servicing
national waste haulers such as Waste Management (Baa3), Allied
Waste (B2), and Republic Services (Baa2) as sales of containers
are generally limited to a 250-mile radius due to high
transportation costs.

Over the long term, fundamentals in the broad waste industry are
generally favorable, driven by population growth and increasing
waste generated per capita.  Growing interstate waste
transportation, highway weight limits, as well as growth in
commercial/industrial recycling also generate additional demand
for waste containers, hoists and compactor equipment.  Over the
short to medium term, however, demand is affected by the capital
spending levels of major waste haulers as well as underlying
economic conditions in construction, manufacturing, and retail
industries.  Wastequip's large exposure to its top customers is
therefore a potential concern.

Wastequip also has considerable exposure to the price of steel,
which represents approximately 60% of its cost of goods sold.  As
steel price escalated in 2004, the company managed to pass through
higher steel cost through six price increases in 2004, thus
enabling it to maintain stable historical gross margins.

Subsequent to the financing transactions, Wastequip will have
starting debt of approximately $216 million, or 5.5 times
projected LTM June 30, 2005 EBITDA of $39 million.  EBITDA minus
capex will cover interest expense about 2 times.  Wastequip has a
track record of generating free cash flow due to good
profitability and low capex (about 1% of sales).

In 2004, cash flow generation moderated as a result of large
increases in inventory and accounts receivable related to higher
steel prices.  Moody's expects this trend to reverse itself in
2005 as steel prices have declined.  However, given its desire to
expand its geographic coverage, Moody's expects free cash flow to
be used mainly for acquisitions rather than debt paydown.
Wastequip is expected to have adequate liquidity post-closing,
with a five-year $40 million revolver that will be undrawn at
closing.

The B2 rating on the $40 million revolver and $140 million first
lien term loan reflects their seniority in the company's debt
structure but weak tangible asset coverage.  The facility will be
guaranteed by the parent company, WQP Acquisition Inc. and all of
the company's current and future subsidiaries.  The facility will
be secured by a first priority lien on the capital stock as well
as all assets of the company, parent company and domestic
subsidiaries.

The B3 rating on the $75 million second-lien term loan reflects
its effective subordination to the first-lien debt and lack of
tangible asset support.  The facility will be secured by a second
priority lien on the same assets that secure the first-lien loan,
and will be guaranteed by the same guarantors that guarantee the
first-lien credit facility.

Wastequip, Inc., based in Cleveland, Ohio, is a leading
manufacturer of waste containers and related equipment.  The
company reported revenues of $292 million in 2004.


WASTEQUIP INC: S&P Rates $180 Million Senior Secured Loans at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to waste-management equipment maker Wastequip Inc.
At the same time, Standard & Poor's assigned a 'B+' rating and a
'2' recovery rating to the company's proposed $40 million senior
secured first-lien revolving credit facility and to its $140
million senior secured first-lien term loan, and Standard & Poor's
assigned a 'B-' rating and a '5' recovery rating to the company's
proposed $75 million second-lien term loan.

The outlook is stable.

Proceeds from the new credit facilities and an equity contribution
from DLJ Merchant Banking Partners, a private equity partnership,
will finance DLJ's acquisition of Wastequip from CIVC Partners.
The total purchase price is $308 million, or approximately 7.3x
the company's EBITDA for the 12 months ended March 31, 2005, which
was approximately $42 million.

The ratings on privately-held, Beachwood, Ohio-based Wastequip
reflect:

    * the company's aggressively leveraged balance sheet,
    * its small size (which limits its cash flow generation), and
    * its meaningful customer concentration.

"These risks are partly mitigated by the company's leadership
position in an industry with steady, secular growth prospects; its
ability to pass on raw material cost increases, especially for
steel, to its customers; and its low capital intensiveness," said
Standard & Poor's credit analyst Paul Kurias.

With annual sales of more than $300 million and manufacturing
facilities across the U.S., Wastequip is a leading producer of
non-mobile waste management equipment, including dumpsters,
hoists, and compactors and balers.  In addition, the company
manufactures intermodal refuse containers used for waste
transportation.  The company depends on capital outlays from a few
key end customers, including the top three waste management
companies.  These three accounted for a concentrated level of
about 31% of Wastequip's 2004 revenues.


YUKOS OIL: Shareholders Elect New Board of Directors
----------------------------------------------------
The Annual General Meeting of YUKOS Oil Company in Moscow has
elected a new Board of Directors for the Company comprising the
following members:

    (1) Yury Beilin - Deputy CEO, YUKOS Oil Company

    (2) Francois Buclez - Director, Cube Capital Ltd

    (3) Victor Geraschenko - Chairman of the Board of
        Directors, YUKOS Oil Company

    (4) Alexey Kontorovich - Director of the Institute of Oil
        and Gas Geology, Siberian Branch of the Russian Academy
        of Sciences

    (5) Bernard Loze - President, Loze & Associes

    (6) Yury Pokholkov - President, Tomsk Polytechnic
        University Yevgeny Saburov - Director, Institute of
        Problems of Investing, Academic Advisor to Institute of
        Education Development of "Higher School of Economics"
        University

    (7) Alexander Semikoz - Advisor to Executive Board,
        Representative of Moscow Narodny Bank on the Board of
        Directors of Commercial Bank "Eurofinance Mosnarbak",
        Moscow Narodny Bank, London.

    (8) Ivan Silayev - President of the Russian Union of
        Mechanical Engineers

    (9) Steven Theede - President and CEO, YUKOS Oil Company

   (10) Vladimir Forosenko - independent consultant

After the AGM, the new Board of Directors at its first meeting
elected Victor Geraschenko as its Chairman.

The Annual Meeting also approved the Annual Report and financial
accounts of YUKOS Oil Company for 2004, including the Profit and
Loss Account.  The Meeting decided not to pay a dividend for 2004.

Following the ruling of the Arbitration Court of Moscow of June
22, 2003, invalidating and nullifying the additional issue of
YUKOS Oil Company's shares, the Meeting was to approve appropriate
amendments to the Charter of YUKOS Oil Company.  However, the
changes to the Charter have not been made because less than 75% of
the Meeting's quorum voted in favor of the decision.

PricewaterhouseCoopers Audit ZAO has been approved as YUKOS'
auditors under Russian and International Accounting Standards.

During the AGM, an outline was provided of the Company's legal
activity in Russia and of YUKOS' Application to the European Court
of Human Rights.  It was recognized that YUKOS attaches great
importance to the European Court's assessment of its complaint and
is committed to pursuing its Application to the European Court, in
the interest of all stakeholders, come what may.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000
in total assets and $30,790,000,000 in total debts.  On
Feb. 24, 2005, Judge Letitia Z. Clark dismissed the Chapter 11
case.  (Yukos Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


YUKOS OIL: Moscow Court to Hear Compensation Claim on July 18
-------------------------------------------------------------
The Moscow Arbitration Court has set the main hearing on Yukos
Oil Company's claim for compensation on losses incurred through
the sale of Yuganskneftegas for July 18, 2005, according to
RosBusinessConsulting News.

During a preliminary examination, the Arbitration Court directed
Yukos to specify the size of its claim.  The losses on the sale of
Yuganskneftegas were estimated at RUB324 billion.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000
in total assets and $30,790,000,000 in total debts.  On
Feb. 24, 2005, Judge Letitia Z. Clark dismissed the Chapter 11
case.  (Yukos Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Finance Partner Richard Pugh Rejoins Sheppard Mullin in L.A.
--------------------------------------------------------------
Richard Pugh has returned to Sheppard, Mullin, Richter & Hampton
LLP as a partner in the Finance & Bankruptcy practice group and
will be based in the firm's Century City office.  Mr. Pugh, most
recently with Paul Hastings in Los Angeles, has significant
experience representing lenders and corporate borrowers in a
variety of debt financing transactions, including syndicated
senior credit facilities, mezzanine financing, acquisition
financing, debtor-in-possession financing, Chapter 11 exit
financing, and letter of credit facilities, with a particular
emphasis on asset-based financial transactions and substantive
expertise in UCC Article 9 and general corporate law.  

"We are thrilled to have Rich back at Sheppard Mullin. He began
his law career with us and it is wonderful to have him back home
now," said Guy Halgren, firm chair. "Rich has always been well-
respected for the quality of his work and for being a practical
attorney.  His broad-based, transactional practice is a perfect
fit with the firm's core finance practice."

"It is a great pleasure to return to Sheppard Mullin," Mr. Pugh
said.  "I am excited about practicing again with this top-notch
firm and look forward to working with the lawyers in the Finance &
Bankruptcy practice group to provide the highest quality service
to the firm's clients."

Alan Martin, chair of the Finance & Bankruptcy Practice Group,
said, "Rich brings both private practice and in-house experience
with him.  We're excited to have an accomplished attorney such as
Rich join the practice group. His addition provides further depth
firmwide and in Los Angeles."

Mr. Pugh earned his law degree from Columbia Law School in 1985
and a BA from Dartmouth College in 1979.

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with 430 attorneys in nine offices located throughout California
and in New York and Washington, D.C.  The firm's California
offices are located in Los Angeles, San Francisco, Santa Barbara,
Century City, Orange County, Del Mar Heights and San Diego.  
Sheppard Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment and Media;
Finance and Bankruptcy; Government Contracts; Intellectual
Property; Labor and Employment; Litigation; Real Estate/Land Use;
Tax, Employee Benefits, Trusts and Estate Planning; and White
Collar Defense.  The firm was founded in 1927.


* Karl Wiemer Joins Stroock & Stroock's Corporate Group
-------------------------------------------------------
Stroock & Stroock & Lavan LLP, a national law firm with offices in
New York, Los Angeles and Miami, disclosed that Karl J. Wiemer has
joined the firm's Corporate Practice Group as Special Counsel,
effective July 11, 2005.

Mr. Wiemer, 44, joins Stroock from Bingham McCutchen LLP, where he
served as of counsel in the law firm's New York office since 2003.  
He has experience in all aspects of complex financial
transactions, including:

   -- senior, mezzanine, subordinated and hybrid structures;
   -- second lien lending;
   -- acquisition finance;
   -- workout and restructuring;
   -- DIP and Chapter 11 exit financing; and
   -- asset based lending.

Mr. Wiemer has represented lending institutions, investment funds,
equity sponsors and borrowers.  Prior to Bingham McCutchen, he was
a Senior Associate in the New York office of Milbank, Tweed,
Hadley & McCloy LLP.

Stroock & Stroock & Lavan LLP -- http://www.stroock.com/-- is a  
law firm providing transactional and litigation guidance to
leading multinational corporations, investment banks, and venture
capital firms in the U.S. and abroad. Stroock's emphasis on client
service and innovation has made it one of the nation's leading law
firms for 125 years. Stroock's practice areas include corporate
finance, legal services to financial institutions, energy,
financial restructuring, insurance, intellectual property,
litigation and real estate.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Just Networking
         Warwick Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Chapter Summer Breakfast Series
         The Rivers Club, Pittsburgh, Pennsylvania
            Contact: 412-667-7916 or http://www.turnaround.org/

July 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      UK - Southampton Event
         Southampton, UK
            Contact: southampton@tma-uk.org or
                     http://www.turnaround.org/

July 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      CFA & TMA Future Leaders Group
         Cafe Ba-Ba-Reeba, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

July 21, 2005
   NEW YORK SOCIETY OF SECURITY ANALYSTS
      Investing in Distressed and Defaulted Debt
          New York, New York
            Contact: http://www.NYSSA.org/

July 21-22, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         Boston, Massachusetts
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Organizational Assessment and Intervention
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Night of Excellence
         Petersen Automotive Museum, Los Angeles, California
            Contact: 310-458-2081 or http://www.turnaround.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 3, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint TMA/CFA Evening Mixer
         Carolinas - TBA
            Contact: 704-926-0359 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Networking Event
         Continental Midtown Restaurant, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, California
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 12-13, 2005
   CENTER FOR ENTREPRENEURSHIP
      Insolvencies in Transition Economies
         S"dert"rns H"gskola University College, Stockholm, Sweden
            Contact: http://www.sh.se/enterforum/

August 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue TBA
            Contact: http://www.turnaround.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, New York
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

August 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Carolinas
            Contact: 704-926-0359 or http://www.turnaround.org/

August 30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon - Legal Roundtable (Regional Attorneys)
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

September 1-30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Education Program
         Venue - TBA, Toronto, ON
            Contact: http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Northeast Regional Conference Sponsorship Opportunities
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: 716-440-6615 / 516-465-2356 or  
                     http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, New York
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Quarterly Meeting: The Bankruptcy Act
         Nashville, Tennessee
            Contact: http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Workout Lenders Panel
         Union League Club New York, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Golf Outing
         Pittsburgh, Pennsylvania
            Contact: 412-577-2995 or http://www.turnaround.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Greensboro, North Carolina
            Contact: 704-926-0359 or http://www.turnaround.org/

September 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking at the Yard
         Camden Yards, Baltimore, Maryland
            Contact: 410-560-0077 or http://www.turnaround.org/

September 28, 2005
   NEW YORK STATE SOCIETY OF CPAs
      Half- Day Bankruptcy Conference
         19th Floor, FAE Conference Center
            3 Park Avenue, at 34th Street New York
              Contact:  1-800-537-3635 or http://www.nysscpa.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 28-30, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               New York, New York
                  Contact: http://www.pli.edu/

October 6, 2005
   FINANCIAL RESEARCH ASSOCIATES LLC
      Distressed Debt Summit
         New York, New York
            Contact: http://www.frallc.com/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, New York
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2-4, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               Beverly Hills, Clifornia
                  Contact: http://www.pli.edu/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 11-13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Kellogg School of Management, NWU, Evanston, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, New York
            Contact: 312-578-6900 or http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Viginia
            Contact: 703-912-3309 or http://www.turnaround.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
          Sheraton Crescent Hotel Phoenix, Arizona
            Contact: http://www.pli.edu/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy  
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/
  
October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, New York
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/  
  
November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/  

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.com/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/  

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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