TCR_Public/050714.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, July 14, 2005, Vol. 9, No. 165

                          Headlines

ACE AVIATION: Appoints CT Corporation as U.S. Notice Agent
ACXIOM CORP: 1st Quarter Earnings To Fall Short of Expectations
ADELPHIA COMMS: Postpones 7.5% Series E & F Stock Conversion
ADVANTA CORP: Improved Asset Quality Cues Fitch to Lift Ratings
AMERICAN HOMEPATIENT: Court of Appeals Confirms Warrant Rejection

AMERICAN RESTAURANT: Judge Donovan Confirms First Amended Plan
AMERICAN SOFTWARE: Will Delay Annual Report Filing Due to Errors
AMERICAS MINING: Good Performance Prompts S&P to Lift Ratings
ANDRIS PUKKE: Case Summary & 20 Largest Unsecured Creditors
ASARCO INC: Poor Performance Prompts S&P to Junk Ratings

ATA AIRLINES: Gets Court Nod to Reject Pitney Bowes Contracts
BOUNDLESS CORP: Creditors Have Until Aug. 26 to Vote on Plan
BREUNERS HOME: Court Approves Deutsche Bank Settlement
CAPITAL ACQUISITIONS: Court Won't Dismiss Involuntary Petition
CATALINA BAY: Voluntary Chapter 11 Case Summary

CATHOLIC CHURCH: Diocese of Tucson Files Settlement Documents
CHRISTINA BURKE: Case Summary & 2 Largest Unsecured Creditors
CLEARSTORY SYSTEMS: Recurring Losses Spur Going Concern Doubt
COMMERCIAL MORTGAGE: S&P Junks Rating on Class J Certificates
CORDOVA FUNDING: S&P Ups Rating on $225 Mil. Sr. Sec. Bonds to B

CT CDO: S&P Assigns Low-B Ratings on Six Certificate Classes
CULLIGAN INT'L: Weak Operating Results Prompt S&P's Stable Outlook
D & K STORES: Has Until December 8 to Decide on Five Leases
D & K STORES: Court Approves Designation Rights Pact With Hilco
DEAN FOODS: Completes Spin-Off of TreeHouse Foods Subsidiary

DILLARD'S INC: Fitch Affirms BB- Rating on Senior Unsecured Notes
DOUBLECLICK INC: Stockholders Approve $1.1 Bil. Hellman Merger
EPCO HOLDINGS: Moody's Rates Proposed $1.9 Billion Facility at Ba3
EXIDE TECH: Board Moves Annual Stockholders Meeting to Aug. 30
EXIDE TECH: SEC Probes Going Concern Ability & Covenant Compliance

EXODUS COMMS: Alvarez Has Until Sept. 12 to Object to Claims
FEDERAL-MOGUL: PD Panel's Proposed Findings for Claim Estimation
FREDERICK MCNEARY: APC Partners Wants Leave to Investigate Deals
GBM HOLDING: Case Summary & 2 Largest Unsecured Creditors
GS MORTGAGE: Fitch Lifts Rating on $28.2MM Certs. One Notch to B

GT BRANDS: Gaiam to Acquire GoodTimes' Assets in 363 Sale
GT BRANDS: Wants Court to Approve Sale & Severance Program
GT BRANDS: Wants Ordinary Course Professionals to Continue
HANLEY WOOD: Moody's Rates Proposed $352 Million Facilities at B2
HYNIX SEMICONDUCTOR: Moody's Lifts Sr. Secured Notes' Junk Rating

IMMACULATA COLLEGE: Co-Ed Costs Prompt S&P to Cut Rating to BB+
IRVING TANNING: Confirmation Objections Must be Filed by July 20
JENNIFER CONVERTIBLES: May 28 Balance Sheet Upside-Down by $3 Mil.
KMART CORP: Ruth Clingan Gets Stay Lifted & Can Liquidate Claim
KMART CORP: Court Strikes Donna Norton's Motion to Lift Injunction

KOEN BOOK: Wants Access to PNC Bank's Cash Collateral
LENNOX INT'L: Renews & Amends Existing Credit Facility
LEVI STRAUSS: May 29 Balance Sheet Upside-Down by $1.2 Billion
LORAL SPACE: 95% of Creditors Voted in Favor of Chapter 11 Plan
MERIDIAN AUTOMOTIVE: Gets Court OK to Release JPMorgan From Claims

MIRANT CORP: Gets Court Nod to Enter into Anker Amended Coal Deals
NCD INC: Files for Chapter 11 Protection in Arizona
NCD INC: Case Summary & 39 Largest Unsecured Creditors
ORGANIZED LIVING: Gets Court Nod to Hire Keen Realty as Consultant
OXFORD AUTOMOTIVE: Committee Has Until Aug. 22 to Object to Claims

PHELPS DODGE: Buying Back $384 Million of Outstanding 8-3/4% Notes
POGO PRODUCING: Acquisition Plan Cues Moody's to Review Ratings
PONDERLODGE INC: Case Summary & 31 Largest Unsecured Creditors
PRESTWICK CHASE: APC Partners Wants Leave to Investigate Deals
SAINT VINCENTS: Wants Huron Consulting as Financial Advisor

SAINT VINCENTS: Hires Garfunkel Wild as Corporate Counsel
SAINT VINCENTS: Look for Bankruptcy Schedules on September 2
SECOND CHANCE: Wants Financing Extended for 363 Asset Sale
SILICON GRAPHICS: Defaults on Subordinated Convertible Notes
SOLUTIA INC: Trade Creditors Sell 36 Claims to Contrarian Funds

SOUTH DAKOTA: Court Dismisses Dan Nelson's Case
SOUTHAVEN POWER: Taps Van Allen & Moore to Pursue Claims
TR LOGISTICS: Voluntary Chapter 11 Case Summary
WADSWORTH HOUSING: S&P Cuts Rating on $3.4 Million Bonds to BB-
WESTAR ENERGY: Average Business Profile Cues S&P to Affirm Ratings

WHX CORP: Plan Confirmation Hearing Scheduled for July 20
WHX CORP: Equity Committee Hires Chicago Consulting as Advisor
WINN-DIXIE: Judge Funk Okays Retention Plan Despite Objections
WINN-DIXIE: Customer Wants Stay Lifted to Litigate Claim
YUKOS OIL: Wants Court to Transfer Registry Funds to Yukos USA

YUKOS OIL: London Court OKs $482-M Bank Claim Filed Against Yukos

* Catherine Novelli Joins Mayer Brown in Washington Office
* Chadbourne & Parke Forms New Trading & Derivatives Group
* Former Pelosi Aide George Crawford Joins King & Spalding
* IP Partner Neil Smith Joins Sheppard Mullin in San Francisco

                          *********

ACE AVIATION: Appoints CT Corporation as U.S. Notice Agent
----------------------------------------------------------
Robert A. Milton, Chairman, President and Chief Executive Officer
of ACE Aviation Holdings Inc., discloses in a regulatory filing
with the U.S. Securities and Exchange Commission that the company
has designated CT Corporation System in New York as agent.

CT Corporation will receive on ACE's behalf any process,
pleadings, subpoenas, or other papers in:

   (a) any investigation or administrative proceeding conducted
       by the Commission; and

   (b) any civil suit or action brought against the company or to
       which the company has been joined as defendant or
       respondent, in any appropriate U.S. court, where the
       investigation, proceeding or cause of action arises out of
       or relates to or concerns any offering made or purported
       to be made in connection with ACE securities.

ACE will appoint a successor agent for service of process the
Agent is discharged or the Agent is unwilling or unable to accept
service on ACE's behalf at any time until six years have elapsed
from the date ACE has ceased reporting under the U.S. Securities
Exchange Act of 1934.

ACE agrees to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to the ACE securities.

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.


ACXIOM CORP: 1st Quarter Earnings To Fall Short of Expectations
---------------------------------------------------------------
Acxiom Corporation (Nasdaq: ACXM) reported that its revenue and
earnings will fall short of expectations for the first quarter of
fiscal 2006 ended June 30, 2005.  The Company expects revenue of
approximately $310 million and diluted earnings per share of
approximately $.06.

Acxiom is in the process of implementing a significant expense-
reduction program in the United States and Europe that will
include the elimination of jobs as well as cuts in many other
areas.  Those broad-based reductions include the sale or closing
of some operations and reducing costs related to several non-
revenue generating areas of the business.  Some of these expense
reduction initiatives have already been completed. The job
eliminations are expected to reduce total payroll costs by about 4
percent or approximately $16 million annually.

"In the U.S., our first-quarter revenues grew 13 percent year over
year - 8 percent adjusting for acquisitions - but our European
business experienced revenue erosion that led to a reduction of
approximately $4 million in profit compared to the first quarter a
year ago," Company Leader Charles D. Morgan said.  "We have
assessed every area of our business, in the U.S. and Europe, and
have begun implementing actions to bring our operating margins in
line with our Financial Road Map."

"All together, we expect that our expense reduction plan will
reduce total expenses by approximately $14 million to $16 million
a quarter when the effects are fully realized by the fourth
quarter of the fiscal year."

Mr. Morgan said the estimate for fiscal 2006 international revenue
was being reduced to a range of $170 million to $190 million,
which represents a 10 to 20 percent reduction from fiscal 2005
numbers. Adjusted for the divestiture of the German letter shop
operations, the new range represents a 5 to 15 percent reduction.
The Company is maintaining its long-term expectation for
international revenue growth of 5 to 8 percent.

The Company expects to take a restructuring charge of
approximately $20 million in the second quarter of fiscal 2006,
ending Sept. 30, 2005, in connection with these expense reduction
actions.  With the exception of adjustments to the international
revenue expectations and excluding the restructuring charges, the
Company also announced that it is not revising its fiscal 2006
Financial Road Map estimates.

"Despite the shortfall in what is seasonally our weakest quarter,
we remain confident that we have the right combination of people,
products, services and technology to meet our clients' needs and
deliver financial results in line with our Financial Road Map,"
Morgan said.

Acxiom Corporation (Nasdaq: ACXM) -- http://www.acxiom.com/--
integrates data, services and technology to create and deliver
customer and information management solutions for many of the
largest, most respected companies in the world.  The core
components of Acxiom's innovative solutions are Customer Data
Integration (CDI) technology, data, database services, IT
outsourcing, consulting and analytics, and privacy leadership.
Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas,
with locations throughout the United States and Europe, and in
Australia and China.

                           *     *     *

As reported in the Troubled Company Reporter on March 8, 2005,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit, 'BB+' senior secured debt, and BB- subordinated debt
ratings on Little Rock, Arkansas-based Acxiom Corporation, and
revised the outlook to positive from stable.


ADELPHIA COMMS: Postpones 7.5% Series E & F Stock Conversion
------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, Adelphia Communications Corporation
and its debtor-affiliates, the Ad Hoc Committee of Senior
Preferred Shareholders, Leonard Tow, Claire Tow, The Claire Tow
Trust, et al., and Highbridge Capital Corporation agree to an
additional deferral of the conversion dates of ACOM's 7.5% Series
E and Series F Mandatory Convertible Preferred Stock to shares of
ACOM's Class A Common Stock.

Specifically, the parties agree that any conversion of the Series
E and Series F Preferred Stock is postponed and enjoined until
the earlier of:

    a. September 30, 2005; or

    b. 45 days prior to the date of the confirmation hearing in
       the ACOM Debtors' cases; or

    c. until an earlier date as may be set by the Court upon
       notice and a motion.

The postponement of the conversion date is without prejudice to
the parties' rights or to any further postponement of the
conversion.  Any conversion of the Series E or Series F Preferred
Stock in violation of the Stipulation will be null and void ab
initio.

                           *     *     *

On June 28, 2005, the ACOM Debtors formally amended the
certificates of designations relating to their 7.5% Series E and
Series F Mandatory Convertible Preferred Stock to reflect the
postponement.

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)


ADVANTA CORP: Improved Asset Quality Cues Fitch to Lift Ratings
---------------------------------------------------------------
Fitch Ratings has upgraded the senior debt ratings of Advanta
Corp. and Advanta Bank Corp. to 'BB-' from 'B+'.  In addition,
Fitch affirms the short-term rating of 'B' for both Advanta and
ABC.  The Rating Outlook is now Stable.  A complete list of
ratings is detailed at the end of this release.  Approximately
$1.2 billion of debt and deposits is affected by this action.

Fitch's upgrade of Advanta reflects the company's improved core
operating fundamentals in terms of profitability and asset
quality.  This is evidenced by the company's stable risk-adjusted
revenue margins and improving charge-off and delinquency metrics.
Improvements in asset quality are partially attributed to
Advanta's decision to target higher credit quality customers.
Incorporated in this upgrade is the view that Advanta will sustain
margins and credit quality consistent with the company's more
recent experience.  Fitch also considered the company's
satisfactory risk-adjusted capital levels in this action, with the
expectation that Advanta will maintain sound capital ratios.

Fitch does believe that Advanta's niche focus on small business
accounts will become increasingly competitive as other card
issuers see potential growth opportunities in this segment.  The
company's ability to respond to competitive pressures and changes
in payment options will be critical factors in its long-term
success.  Nonetheless, Fitch believes that margins could come
under pressure due to competitive factors and rising interest
rates.  Advanta remains subject to outstanding litigation with
J.P. Morgan Chase & Co. surrounding the sale of Advanta's mortgage
business in 2001.  While Fitch cannot estimate the likely outcome
of this lawsuit, it is Fitch's view that even a worst-case
scenario would be manageable from both a capital and liquidity
perspective.

Fitch also recognizes that while Advanta has made enhancements to
its corporate governance framework, given its concentrated
ownership control, dual-class shares, poison pill provision and
staggered board, absent more meaningful changes that provide
external stakeholders greater influence on management, further
rating momentum could be limited.

These ratings have been upgraded by Fitch:

   Advanta Corp.

     -- Senior Debt to 'BB-' from 'B+'.

   Advanta Bank Corp.

     -- Long-term Deposits to 'BB' from 'BB-';
     -- Senior Debt to 'BB-' from 'B+'.

   Advanta Capital Trust I

     -- Trust Preferred Stock to 'B' from 'B-'.

These ratings are affirmed by Fitch:

   Advanta Corp.

     -- Short-term at 'B'.

   Advanta Bank Corp.

     -- Short-term at 'B'.


AMERICAN HOMEPATIENT: Court of Appeals Confirms Warrant Rejection
-----------------------------------------------------------------
The United States Court of Appeals for the Sixth Circuit confirmed
the ruling by the United States Bankruptcy Court for the Middle
District of Tennessee and subsequently confirmed by the United
States District Court in favor of American HomePatient, Inc.'s
(OTCBB: AHOM) request to reject warrants originally issued to the
Company's senior debt holders and the determinations of damages
resulting from rejection.  The former warrant holders had appealed
the damages calculation determined in the Bankruptcy Court's
ruling and related issues.

In the original ruling confirmed by the Court of Appeals, the
Bankruptcy Court permitted the rejection by the Company of the
warrants, which represented approximately 20% of the Company's
outstanding common stock, and determined the damages stemming from
rejection of the warrants were $846,000.  This amount is payable
by the Company to the former warrant holders as an unsecured debt
and is recorded as a component of other accrued expenses on the
consolidated balance sheets.

This ruling does not relate to the appeal by the Company's senior
debt holders related to the confirmation order entered by the
United States Bankruptcy Court for the Middle District of
Tennessee and subsequently confirmed by the United States District
Court.  As previously announced, oral argument before the United
States Court of Appeals for the Sixth Circuit has been set for
July 20, 2005 on this appeal (Case Number 03-6500).

American HomePatient, Inc., is one of the United States' largest
home health care providers with 274 centers in 35 states.  Its
product and service offerings include respiratory services,
infusion therapy, parenteral and enteral nutrition, and medical
equipment for patients in their home.  American HomePatient,
Inc.'s common stock is currently traded in the over-the-counter
market or, on application by broker-dealers, in the NASD's
Electronic Bulletin Board under the symbol AHOM or AHOM.OB.

At Mar. 31, 2005, American HomePatient, Inc.'s balance sheet
showed a $19,330,000 stockholders' deficit, compared to a
$20,729,000 deficit at Dec. 31, 2004.


AMERICAN RESTAURANT: Judge Donovan Confirms First Amended Plan
--------------------------------------------------------------
The Honorable Thomas B. Donovan of the U.S. Bankruptcy Court for
the Central District of California confirmed the First Amended
Joint Plan of Reorganization filed by American Restaurant Group,
Inc., and its debtor-affiliates.  Judge Donovan confirmed the
Debtors' Joint Plan on June 23, 2005.

Judge Donovan concludes that the Plan provides adequate means for
its implementation, it complies with applicable provisions of the
Bankruptcy Code pursuant to 11 U.S.C. Section 1129(a)(1), and its
confirmation will not likely be followed by further financial
reorganization of the Debtors pursuant to Section 1129(a)(11) of
the Bankruptcy Code.

Judge Donovan confirms the Joint Plan in its entirety subject to a
handful of changes, including:

   1) The New Common Stock to be issued and distributed to Holders
      of Class 12 Equity Interests is reduced from 1.25% to 1% of
      the New Common Stock in the form of New Class A Common
      Stock;

   2) The Bankruptcy Court will not retain jurisdiction to decide
      any disputes, issues, matters, rights or remedies arising
      under the Exit Credit Facility, the New Senior Credit
      Agreement or any other agreements executed in connection
      with those loan agreements.  All those disputes, issues,
      matters, rights and remedies will be governed subject to the
      jurisdiction, venue and choice of law provisions pursuant to
      the related documents;

   3) The Debtor may alter, amend or modify the Plan or any of
      its exhibits under Section 1127(a) of the Bankruptcy Code at
      any time prior to the Confirmation Date, subject to the
      consent of Wells Fargo Foothill and the approval of the
      Creditors Committee, TCW and either the Noteholders'
      Committee or a majority in amount of Holders of Old Note
      Claims; and

   4) TCW will be collectively granted an Allowed Administrative
      Claim against the Estates totaling $100,000 as a substantial
      contribution pursuant to Section 503(b)(3),(4) of the
      Bankruptcy Code, in which TCW's Claim will be in addition to
      any amounts allowed in favor of SHOP III on account of its
      Eligible Credit Facility Claims.  The Confirmation Order
      will conclusively provide that TCW's Claim will be allowed
      for all purposes, and that TCW's Claim will be paid to it,
      in cash on or before the Effective Date.

A full-text copy of the Amended Joint Plan is available at no
charge at: http://www.kccllc.net/arg

Headquartered in Los Altos, California, American Restaurant Group,
Inc., through its subsidiaries operating as Stuart Anderson's,
specializes in U.S.D.A. Choice fresh-cut steak; seasoned, seared,
and slow-roasted prime rib; and a variety of seafood entrees
complete with 'all the fixin's'.  The company and its debtor-
affiliates filed for chapter 11 protection on Sept. 28, 2004
(Bankr. C.D. Calif. Case No. 04-30732).  Thomas R. Kreller, Esq.,
at Milbank, Tweed, Hadley & McCloy, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $77,873,000 in total
assets and $273,395,000 in total debts.


AMERICAN SOFTWARE: Will Delay Annual Report Filing Due to Errors
----------------------------------------------------------------
American Software, Inc. (Nasdaq: AMSWA) reported it would file
with the Securities and Exchange Commission a Form 12b-25
notifying the SEC that it cannot file its Form 10-K for the fiscal
year ended Apr. 30, 2005, which is due to be filed today, July 14.

In preparing its financial statements for the year ended April 30,
2005, errors were identified in its income tax provision
calculation.  At present, the Company estimates that correcting
these errors will require it to record an income tax expense for
fiscal 2005 compared to an income tax benefit of $215,000
previously reported, resulting in a reduction in the announced
after tax earnings and earnings per share for the fiscal year
ended April 30, 2005.  This will be a non-cash adjustment, since
the Company continues to have a significant amount in Net
Operating Loss Carry Forwards ("NOLs") to apply against current
and future taxable income.  Under Sarbanes-Oxley Section 404, this
is likely to result in a determination that there is material
weakness in control over reporting for income taxes.

Taking into account delays relating to these corrections,
including the impact on completing the Company's fiscal 2005 audit
and the Sarbanes-Oxley certification process, the Company
currently estimates that it will file its annual report on Form
10-K in September, along with possible restatements of quarterly
unaudited fiscal 2005 financial statements and filings of one or
more amended quarterly reports on Form 10-Q.

Headquartered in Atlanta, American Software --
http://www.amsoftware.com/-- develops, markets and supports one
of the industry's most comprehensive offerings of integrated
business applications, including supply chain management, Internet
commerce, financial, warehouse management and manufacturing
packages. e-Intelliprise(TM) is an ERP/supply chain management
suite, which leverages Internet connectivity and includes multiple
manufacturing methodologies.  American Software owns 89% of
Logility, Inc. (Nasdaq: LGTY), a leading provider of collaborative
supply chain solutions that help small, medium, large and Fortune
1000 companies realize substantial bottom-line results in record
time.  Logility is proud to serve such customers as Avery Dennison
Corporation, Bissell, Huhtamaki UK, Hyundai Motor America, Leviton
Manufacturing Company, McCain Foods, Pernod- Ricard, Sigma Aldrich
and Under Armour Performance Apparel.  New Generation Computing
Inc., a wholly owned subsidiary of American Software, is a global
software company that has 25 years of experience developing and
marketing business applications for apparel manufacturers, brand
managers, retailers and importers.  Headquartered in Miami, NGC's
worldwide customers include Dick's Sporting Goods, Wilsons
Leather, Kellwood, Hugo Boss, Russell Corp., Ralph Lauren
Childrenswear, Haggar Clothing Company, Maidenform, William Carter
and VF Corporation.


AMERICAS MINING: Good Performance Prompts S&P to Lift Ratings
-------------------------------------------------------------
Standard & Poor's Rating Services raised its long-term corporate
credit rating on Americas Mining Corp., Southern Peru Copper
Corp., and Minera Mexico S.A. de C.V. to 'BBB-' from 'BB-'.  The
outlook is revised to stable from positive.  At the same time, it
assigned its 'BBB-' foreign currency senior debt rating to SPCC's
$600 million bonds due 2035.  Proceeds from the issue will be used
to refinance debt at both SPCC and MM.  Additionally, Standard &
Poor's downgraded ASARCO Inc. to 'CCC/Negative/--'.

"The three-notch upgrade indicates the companies' improved
operational performance, reduced debt level, extended maturity
debt profile, and our decision to analytically delink the ratings
on SPCC and AMC from those on ASARCO, the U.S.-based sister
company to SPCC, also owned by AMC," said Standard & Poor's credit
analyst Juan P. Becerra.  The rating also incorporates a more
moderate financial profile going forward as evidenced by SPCC's
commitment to keep a maximum total debt-to-EBITDA ratio of less
than 1.7x throughout the cycle going forward.

The notes issued by SPCC are not notched down from the issuer
credit rating, despite some structural subordination to
liabilities at subsidiary MM.  Standard & Poor's considered that
SPCC's Peruvian operation is a branch of SPCC and therefore most
obligations incurred by the branch (except for local tax
liabilities) would be pari-passu with SPCC notes.  Standard &
Poor's also considered that liabilities at MM, after the debt pay-
down expected from its use of proceeds, would be significant
(approximately $1 billion, including significant nonfinancial debt
liabilities, compared to consolidated assets of approximately $5.3
billion), but not enough to indicate a ratings differentiation.

The ratings on AMC (SPCC's holding company) and SPCC reflect:

    * its low cash cost position; significant scale, given SPCC's
      position as the fifth-largest copper producer in the world;

    * meaningful geographic mine diversification, with four major
      mines and about 50% of normalized cash flow expected each
      from Mexico and Peru;

    * its vertical integration;

    * its long life reserves;

    * its above-average ore grades and very manageable debt levels
      thanks to recent reductions at AMC and MM; and

    * the remoteness of contagion from ASARCO's environmental and
      asbestos liabilities.

These factors are balanced by SPCC's:

    * limited product diversification,

    * volatile copper price,

    * moderately aggressive dividend practice, and

    * significant political and transfer risk represented by cash
      flow generated by operations located in the Republic of Peru
      (FC: BB/Positive/B).

The rating on SPCC is two notches above that on the Republic of
Peru, due to significant country risk and transfer and
convertibility risk mitigation from Mexican source cash flow.
Standard & Poor's believes Mexican cash flow alone would be
sufficient to service SPCC's total foreign currency and Mexican
peso debt for a limited period of time, in case of foreign
exchange controls in Peru.

The sharp difference in ratings between AMC and ASARCO reflects
our expectations that ASARCO should receive very limited support
from its parent company AMC.  It also takes into consideration the
legal status of various environmental and asbestos claims against
ASARCO, which have not pierced AMC's corporate veil, and Standard
& Poor's expects the probability of doing so in the future is very
low.  There are outstanding fraudulent conveyance claims in
connection with the 2003 sale of SPCC (Peru) to AMC by ASARCO,
alleged against AMC, AMC's parent Grupo Mexico, and SPCC's
indirect subsidiary Mexicana del Cobre.  Standard & Poor's
believes the likelihood of a successful claim, which would in any
case affect SPCC only indirectly through claims against AMC, is
low and consistent with the 'BBB-' ratings.

The outlook reflects our expectation of continued strong operating
performance, even at more conservative copper price scenarios, and
the maintenance of a moderate financial profile.  The rating could
be lowered if AMC Holding changes its prudent debt-free policy to
a more aggressive one, if SPCC's dividend payments endanger its
financial profile, or if SPCC's total debt-to-EBITDA ratio is more
than 1.7x.   The rating on SPCC is also constrained from further
upgrades, due to still significant Peruvian political risk and
transfer and convertibility risk.  An outlook revision to positive
or rating upgrade would require a combination of several factors,
including further deleveraging, improved cost position, and a
significant increase in Mexican-source cash flow or a reduction in
Peruvian risk.


ANDRIS PUKKE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Andris Pukke
        31 Linda Isle
        Newport Beach, California 92660

Bankruptcy Case No.: 05-14811

Type of Business: The Debtor is the founder of AmeriDebt Inc., a
                  credit counseling company.

Chapter 11 Petition Date: July 11, 2005

Court: Central District of California (Santa Ana)

Judge: Robert W. Alberts

Debtor's Counsel: William N. Lobel, Esq.
                  Irell & Manella LLP
                  Suite 400, 840 Newport Center Drive
                  Newport Beach, California 92660
                  Tel: (949) 760-0991

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Collier Shannon Scott         Legal fees              $1,482,000
Attn: Lewis Rose, Esq.
3050 K. Street N.W. #400
Washington, DC 20007

BB&T Bankcard VISA            Credit card                $50,000
P.O. Box 580362
Charlotte, NC 28258-0362

Cummings & Lockwood           Legal fees                 $41,258
Attn: Jonathan Gopman, Esq.
3001 Tamiami Trail North
Naples, FL 34103

Ribis Jones & Maresca         Services-CPA               $21,897

Husch & Eppenberger           Legal fees                 $13,140

CNA Insurance                 Insurance                   $5,621
                              DebtWorks, Inc.

Furey, Doolan & Abell         Legal fees                  $4,826

Spirer & Goldberg             Legal fees                  $4,000

Progressive Insurance         Insurance                   $3,811

Chase Automotive Finance      Outstanding lease           $2,216
                              payment (vehicle)
                              DebtWorks, Inc.

Mercedes Benz Credit Corp.    Outstanding lease           $2,134
                              payment (vehicle)
                              DebtWorks, Inc.

Bercow & Radell               Legal fees                  $1,280

Federal Trade Commission                                 Unknown

Internal Revenue Service                                 Unknown

Forest W. Hanna III, Asst.                               Unknown
Atty. General - Re: State of
Missouri vs. AmeriDebt, et al.

Paul Singer, Asst. Atty.                                 Unknown
General - Re: State of Texas
vs. AmeriDebt Inc., et al

Florida Dept. of Revenue                                 Unknown

Comptroller of Maryland                                  Unknown

Alyssa Polacsek               Litigation                 Unknown

Cass, et al                   Litigation                 Unknown


ASARCO INC: Poor Performance Prompts S&P to Junk Ratings
--------------------------------------------------------
Standard & Poor's Rating Services lowered its long-term corporate
credit rating on Asarco Inc. to 'CCC' from 'BB-'. In addition,
Asarco's outlook was revised to negative from positive.

"The downgrade reflects the change in Standard & Poor's
expectations of parent support from Asarco's direct parent
Americas Mining Corp. and indirect parent Grupo M,xico S.A. de
C.V., which in turn reflects recent changes at AMC and recent
sharply negative developments at Asarco," said Standard & Poor's
credit analyst Juan P. Becerra.  "These changes include the
completion of the corporate restructuring at AMC, with the
intention of isolating the company from Asarco; high exposure to
environmental and asbestos liabilities; poor operating
performance, with production costs higher than the industry
average; and the recent union strike at Asarco's facilities, with
the inherent uncertainties about the effects on future production.
Factors supporting the rating include minimal debt maturities in
the next seven years and current favorable industry conditions."

The negative outlook reflects:

    * uncertainties about the length of the strike,

    * the potential risk of a Chapter 11 filing of Asarco's
      operating companies due to the material environmental or
      asbestos claims, and

    * the reliance on the inter-company note due from AMC in order
      to meet its short-term obligations.


ATA AIRLINES: Gets Court Nod to Reject Pitney Bowes Contracts
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
gave ATA Airlines, Inc., and its debtor-affiliates authority to
reject these contracts:

    -- an Equipment Lease, dated August 3, 2001;

    -- an Equipment Maintenance Agreement, dated September 10,
       2001; and

    -- a Soft-Guard Agreement, dated September 10.

As previously reported, the Debtors leased and used certain
postage and mailing equipment owned by Pitney Bowes Credit
Corporation.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that ATA Airlines used the equipment at a
reservation facility in Chicago, Illinois.  However, the Chicago
Reservation has been closed, and the lease to the facility has
been rejected pursuant to the Court's March 21, 2005 Order.

Hence, ATA Airlines no longer has any need for the equipment or
the ancillary services provided under the Contracts.

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)


BOUNDLESS CORP: Creditors Have Until Aug. 26 to Vote on Plan
------------------------------------------------------------
As previously reported, the United States Bankruptcy Court for the
Eastern District of New York approved Boundless Corporation's
(OTC: BDLSQ.PK) fourth amended Disclosure Statement with respect
to its proposed Plan of Reorganization.

At the hearing held on June 21, 2005, Honorable Dorothy Eisenberg
ruled that Boundless Corporation's disclosure contained adequate
information for the purpose of soliciting creditor approval of the
Plan of Reorganization.  Creditors have been scheduled to vote on
the plan by Aug. 26, 2005.  A hearing for the court to consider
confirmation of the plan has been scheduled for Sept. 6, 2005.
Boundless Corporation is expected to emerge from chapter 11
shortly after the confirmation hearing.

Under the Plan, Boundless Corporation will emerge as a subsidiary
of Vision Technologies.  The current management team will continue
to operate the company.

Boundless Corporation's long-range plan will be to:

     (i) continue to provide custom, cost effective text terminal
         display devices for new system installations and to the
         replacement market;

    (ii) expand the product lines to include custom Linux based
         terminals for text and web applications; and

   (iii) expand the products lines to include RFID read/write
         capabilities for frequency and ultra high frequency
         applications.

Headquartered in Hauppauge, New York, Boundless Corp., is a global
technology company and is composed of two subsidiaries: Boundless
Technologies, Inc., a desktop display products company, and
Boundless Manufacturing Services, Inc., an emerging EMS
company providing build-to-order(BTO) systems manufacturing,
printed circuit board assembly.  The Company and its debtor-
affiliates filed for chapter 11 protection on March 12, 2003
(Bankr. E.D.N.Y. Case No. 03-81558).  Jeffrey A Wurst, Esq., at
Ruskin Moscou Faltischek PC, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $19,442,850 and total
debts of $19,417,517.


BREUNERS HOME: Court Approves Deutsche Bank Settlement
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement agreement releasing certain prepetition lenders and
their administrative agent, Deutsche Bank Trust Company Americas,
from claims raised by the Official Committee of Unsecured
Creditors of Breuners Home Furnishings Corp.

The Committee had objected to the prepetition lenders' liens on
the proceeds of the Debtors' going out of business sales and sales
of certain real estate leases.  The prepetition lenders hold these
liens as collateral for a credit agreement they extended to the
Debtors on June 26, 2003.  The cash collateral held by the
prepetition lenders includes accounts identified as the SPI Funds,
Cheyenne Funds and Customer Deposit Funds.

To resolve the dispute between the Committee and the prepetition
lenders, Montague S. Claybrook, chapter 7 Trustee for the estate
of Breuners Home Furnishings Corp. and its debtor-affiliates,
reviewed and analyzed the issues raised by the Committee.

Mr. Claybrook's negotiations with the prepetition lenders,
Deutsche Bank and the Committee culminated in a Settlement and
Release of Claims agreement that provides for the lenders' release
from claims upon Deutsche Bank's transfer of $2,100,000 plus all
amounts held in the three accounts, to the Debtors' estate.

Mr. Claybrook says that the settlement agreement is in the best
interest of the Debtors' estates and creditors because:

    a) it results in a measured means to finance the
       administration of the Estates;

    b) provides for the potential of a distribution to unsecured
       creditors; and

    c) conclusively resolves a possible costly and complex
       litigation against the prepetition lenders without the
       uncertainty of recovery and ultimate success.

The transfers will be made three days after the effective date of
the agreement.

Headquartered in Lancaster, Pennsylvania, Breuners Home
Furnishings Corp. -- http://www.bhfc.com/-- is one of the
largest national furniture retailers focused on the middle the
upper-end  segment of the market.  The Company and its debtor-
affiliates, filed for chapter 11 protection on July 14, 2004
(Bankr. Del. Case No. 04-12030).  Great American Group, Gordon
Brothers, Hilco Merchant Resources, and Zimmer-Hester were brought
on board within the first 30 days of the bankruptcy filing to
conduct Going-Out-of-Business sales at the furniture retailer's 47
stores.  The Court converted the case to a Chapter 7 proceeding on
Feb. 8, 2005.  Montague S. Claybrook serves as the Chapter 7
Trustee.  Mr. Claybrook is represented by Michael G. Menkowitz,
Esq., at Fox Rothschild LLP.  Bruce Grohsgal, Esq., and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors.  When the Debtors filed
for chapter 11 protection, they reported more than $100 million in
estimated assets and debts.


CAPITAL ACQUISITIONS: Court Won't Dismiss Involuntary Petition
--------------------------------------------------------------
For reasons stated in open court, the Honorable Pamela S. Hollis
of the U.S. Bankruptcy Court for the Northern District of Illinois
denied Roy G. Welland's request to dismiss the involuntary chapter
11 petition filed against Capital Acquisitions and Management
Corporation.

Mr. Welland is one of the Debtor's secured creditor.  The Debtor
is under the control of LePetomane XII, Inc., a federal Receiver
appointed by the Honorable Robert W. Gettleman of the U.S.
District Court for the Northern District of Illinois.

In Jan. 2005, LePetomane auctioned the largest assets of the
Debtor, a $2.5 billion [sic.] portfolio of consumer accounts, for
$6.8 million plus other consideration.

The Receivership Court approved LePetomane's sale of the Debtor's
portfolio of consumer accounts.  The Debtor's business operations
had ceased and its main asset had been liquidated into cash.

Mr. Welland relates that he holds a $6.2 million claim against the
Debtor.  He also acquired other claims in the Receivership Case
for $350,000 and $640,000.  In the Bankruptcy Case, Mr. Welland
acquired the claims of the Petitioning Creditors:

   Petitioning                  Amount         Amount
   Creditors                   of Claim          Paid
   -----------                 --------        ------
   Bayview Loan              $1,646,827    $1,640,000
   Servicing, LLC         plus interest

   The TransInvest             $999,759       $45,000
   Group/75 Canton LLC    less landlord
                               Claim of
                               $202,500

   Rushmore Northwoods         $163,848       $20,000
   Business Center, LLC   less landlord
                               Claim of
                                $84,000

   Proficient Data              $56,475       $15,000
   Management, Inc.

The total amount of Mr. Welland's claim against the Debtor is
$10,056,908.

LePetomane estimated that the total amount of claims existing
against the Debtor range between $12 million to $18 million.  If
the total claim amount is $18 million, then Mr. Welland owns or
controls 60% of all claims.  If the total claim amount is
$12 million, then Mr. Welland's percentage of ownership is as high
as 85%.

Headquartered in Chicago, Illinois, Capital Acquisitions and
Management Corporation is under receivership and LePetomane
Companies is the appointed Receiver.  On April 4, 2005, an
involuntary petition was filed by Bayview Loan Servicing, LLC, The
TransInvest Group/75 Canton LLC, Rushmore Northwoods Business
Center, LLC, and Proficient Data Management, Inc. (Bankr. N.D.
Ill. Case No. 05-12554).  Matthew T. Gensburg, Esq., and Sherri
Morissette, Esq., at Greenberg Traurig, LLP, Domenic J. Lupo,
Esq., at O'Brien & O'Brien, Amy Alcoke Quackenboss, Esq., at
Hunton & Williams LLP, and Stephanie Friese, Esq., at Friese &
Price Law Firm, LLC, represent the petitioners.  The petitioners'
total claim against the Debtor is $2,866,909.


CATALINA BAY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Catalina Bay USA, Inc.
        7890 B Notes Drive
        Manassas, Virginia 20109

Bankruptcy Case No.: 05-12612

Type of Business: The Debtor manufactures golf shirts & athletic
                  licensed shirts.
                  See http://www.catalinabay.com/

Chapter 11 Petition Date: July 12, 2005

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: David Charles Masselli, Esq.
                  David Charles Masselli, PC
                  4113 Lee Highway
                  Arlington, Virginia 22207
                  Tel: (703) 741-0402
                  Fax: (703) 741-0979

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

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


CATHOLIC CHURCH: Diocese of Tucson Files Settlement Documents
-------------------------------------------------------------
Susan G. Boswell, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, relates that on July 8, 2005, the Diocese of
Tucson filed amended copies of the Settlement Trust Agreement and
the Litigation Trust Agreement with the U.S. Bankruptcy Court for
the District of Arizona.  A copy of a Security and Pledge
Agreement between the Diocese and secured creditor Biltmore
Associates L.L.C. was likewise submitted to the Court.

Among other things, Ms. Boswell says, the amendments to the
Settlement Trust Agreement are:

   -- The Settlement Trust will fund the Unknown Claims Reserve
      out of the remaining one-half of the Initial Contribution
      after:

         (i) transfer of the $1,570,000 Litigation Fund or a
             lesser amount as determined by the Bankruptcy Court
             to the Litigation Trust;

        (ii) payment of the Initial Distribution Amount to the
             Settling Tort Claimants with Allowed Tort Claims;

       (iii) payment or reserve of the Trust Administrative
             Expense Reserve;

        (iv) payment or reserve of the Avoidance Actions Fund;

         (v) payment of all allowed Relationship Tort Claims; and

        (vi) payment of all Allowed Tort Compromise Claims.

   -- On or before the Effective Date, but after entry of the
      Confirmation Order, and subject to the Effective Date
      occurring, the Diocese transfers and assigns to the
      Settlement Trust Allowed Relationship tort Claims and
      Allowed Unknown Tort Claims, all of the Debtor's, the
      Reorganized Debtor's, and the estate's rights, title, and
      interests in and to all of the Fund, subject to the
      allocation of the Litigation fund to the Litigation Trust.
      All Trust Assets received by the Settlement Trust will be
      held, administered and distributed under the terms of the
      Agreement and the Plan.

   -- Each Trustee will receive $2,000 per month as compensation
      for his or her services.  The Reorganized Debtor or the
      Committee may also seek adjustment to the Trustee's
      compensation after notice to the Trustee and the non-moving
      party.

   -- The Trustee has the power to make additional distributions
      to the holders of Allowed Tort Claims of Settling Tort
      Claimants and Allowed Unknown Claims in accordance with the
      terms of the Plan.

A black-lined copy of the Amended Settlement Trust Agreement is
available for free at:

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

                     Amended Litigation Trust

The Amended Litigation Trust Agreement provides that investments
of amounts held in the Litigation Trust estate will be
administered in view of the manner in which individuals of
ordinary prudence, discretion and judgment would act in the
management of their own affairs, subject to limitations and
provisions, taking into account the purposes for which the
Litigation Trust was created.  Mr. Boswell says in determining
investments to be held by the Litigation Trust, due regard will be
given by the Trustee to safety of principal and to production of
reasonable amounts of current income.  The Trustee will not be
under any obligation to invest the Trust Asset for capital
appreciation, in view of the purposes for which the Litigation
Trust was created.

On or within 40 days after the Effective Date, the Trustee will
transfer and assign to the Litigation Trust, the Litigation Trust
Fund to be held in trust for the Non-Settling Tort Claimants with
Allowed Tort Claims.

A black-lined copy of the Amended Litigation Trust Agreement is
available for free at:

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

                 Security and Pledge Agreement

Under the Security and Pledge Agreement, the Diocese agrees that
Biltmore Associates will have a security interest in the Diocese's
account with Citigroup, Inc. in which the Diocese deposited
$596,549.

Tucson grants, collaterally assigns, and pledges to Biltmore
Associates:

   (a) all of the Diocese's interests in and rights to the
       Citigroup Account;

   (b) all distributions, free credit balances, money, other
       Financial Assets and General Intangibles derived for the
       Citigroup Account; and

   (c) all accessions, substitutions and additions, and all
       supporting obligations, products and other Proceeds of the
       Account.

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

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

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHRISTINA BURKE: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Christina Patricia Burke
        8 Linden Drive
        Purchase, New York 10577

Bankruptcy Case No.: 05-23489

Type of Business: The Debtor is a mother and a homemaker.  Michael
                  Joseph Burke, the Debtor's husband, also filed
                  for chapter 11 protection on July 3, 2003
                  (Bankr. S.D.N.Y. Case No. 03-20390.  The
                  Honorable Judge Adlai S. Hardin Jr. is presiding
                  their cases.

Chapter 11 Petition Date: July 13, 2005

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Mitchell Cantor, Esq.
                  Law Offices of Mitchell Cantor
                  470 Park Avenue South, 12th Floor
                  New York, New York 10016
                  Tel: (212) 679-7820

Total Assets: $1,511,500

Total Debts:  $1,063,000

Debtor's 2 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
   MBNA America                          Unknown
   Attn: P.D.P.
   1000 Samoset Drive
   Wilmington, DE 19884

   Con Edison                            Unknown
   JAF Station
   P.O. Box 1702
   New York, NY 10116-1702


CLEARSTORY SYSTEMS: Recurring Losses Spur Going Concern Doubt
-------------------------------------------------------------
Miller Ellin & Company, LLP, expressed substantial doubt about
ClearStory Systems, Inc.'s ability to continue as a going concern
after it audited the Company's financial statement for the year
ended March 31, 2005.  The auditing firm points to the Company's
recurring losses and working capital deficiency.

Full-year revenues increased 31% to $11.6 million for the year
ended March 31, 2005, compared to $8.8 million for the same period
last year.  For the three months ended March 31, 2005, revenues
increased 22% to $3.3 million compared to $2.7 million for the
same period last year.

For the year ended March 31, 2005, product revenues increased 50%
to $4.7 million, compared to $3.1 million for the year ended
March 31, 2004.  For the year ended March 31, 2005, service
revenues increased 21% to $6.9 million, compared to $5.7 million
for the year ended March 31, 2004.  Product revenues for the three
months ended March 31, 2005 increased 70% to $1.7 million,
compared to $1.0 million for the same period last year.  Service
revenues were $1.7 million for the three months ended March 31,
2005.

The Company's revenue increase is attributable to a number of
strategic investments including the development and launch of
Radiant Enterprise Media Sever, a direct sales model, and a
successful re-branding of the Company in support of its strategic
transformation into new markets.  In addition, in recognition of
the market opportunity for Radiant EMS, the Company expanded its
executive team.

"We are pleased with our significant revenue increase for fiscal
2005, which has exceeded our publicly-traded peers in this
industry," stated Henry F. Nelson, ClearStory Systems president
and CEO.  "We have met every major milestone this year including
corporate re-branding, the introduction of two new products, and
the addition of proven industry talent to our management team.
This has resulted in the successful development of productive OEM
and reseller partnerships with companies that recognize the
leading architecture of Radiant EMS.  At the same time, we reduced
our net loss by nearly 50%.  We are satisfied with these
accomplishments and I believe that we have implemented the
necessary components for long-term success."

For the year ended March 31, 2005, net loss decreased to
$1.2 million, compared to $2.3 million for the year ended March
31, 2004.   Net loss increased to $100,000 for the three months
ended March 31, 2005, compared to $76,000 for the same period last
year.

ClearStory strengthened its market position in the fiscal year
with the announcement of Radiant Enterprise Media Server (EMS) and
Radiant MailManager, both of which have scaleable, open
architectures for the management of rich media and email
respectively -- two of the fastest growing areas within the ECM
market according to several analyst firms.  Radiant EMS provides a
foundation for the Company's future product development of
applications such as digital asset management, video management,
and marketing content management.

While ClearStory continued to enjoy additional revenue from
existing customers, new customers for the year included key wins
in strategic vertical markets for the Company: entertainment,
publishing, education, and advertising.  The Company secured two
new customers for the Radiant EMS platform.  These customers have
successfully developed DAM applications on the platform and are
representative of both the direct sales and OEM market opportunity
that Radiant EMS offers for the Company.  In May 2005, ClearStory
announced a teaming agreement with IBM, and an expanded
partnership with AGFA, a leading global provider of prepress and
imaging technology.  In support of the Company's growth strategy
and vision, preferred shareholders have provided $1 million in
additional funding since March 31, 2005.

In February 2005, ClearStory was selected by KMWorld magazine as
one of the "100 Companies that Matter in Knowledge Management".
The KMWorld 100 is the official list of the most influential and
innovative companies in knowledge management.  In addition, the
Company and its customer, a leading pharmaceutical and healthcare
products company, were awarded the AIIM 2005 Best Practices Award,
which recognizes outstanding achievement and significant
contribution to the ECM industry.

ClearStory Systems -- http://www.clearstorysystems.com/-- is an
established provider of flexible, on-demand ECM solutions.
ClearStory's Radiant Content Suite provides discrete management
and on-demand access for the full spectrum of content -- from
graphics and video to customer statements and email.  The
company's standards-based technology provides a powerful platform
for integrating rich media and business documents into a multitude
of business-critical environments, including marketing and finance
departments, call centers, channel partner portals, compliance
initiatives, and global marketing extranets.


COMMERCIAL MORTGAGE: S&P Junks Rating on Class J Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
G, H, and J from Commercial Mortgage Lease-Backed Securities LLC's
commercial mortgage lease-backed certificates series 2001-CMLB-1
(CMLB 2001-CMLB-1).  At the same time, the ratings on classes H
and J are removed from CreditWatch with negative implications,
where they were placed March 1, 2005. Concurrently, the ratings on
nine classes from the same transaction are affirmed.

The lowered ratings primarily reflect the transaction's exposure
to Winn-Dixie Inc., specifically Winn-Dixie Pass-Through Trust
Certificates Series 1999-1 (Winn-Dixie 1999-1) and the expected
forthcoming losses to that transaction.  The lowered ratings also
reflect the decline in the weighted average credit rating of the
credit tenants in the transaction to 'BBB-' from 'BBB' since June
2004.

The affirmed ratings are based on an analysis that included a
reexamination of the pool using Standard & Poor's credit lease
default model, as well as a loss evaluation of several loans.  The
affirmed ratings also reflect a financial guarantee insurance
policy for the class A certificates, as well as credit enhancement
levels that are still adequate for the remaining certificates.
The insurance policy is provided by MBIA Insurance Corp.
(AAA/Stable/--) and guarantees the timely payment of interest and
ultimate principal.

The March 1, 2005, placement of the CMLB 2001-CMLB-1 class H and J
certificate ratings on CreditWatch negative followed Winn-Dixie
Inc.'s Chapter 11 bankruptcy petition.  CMLB 2001-CMLB-1 holds
$22.4 million (5%) of the $189.9 million class A-2 certificates
from Winn-Dixie 1999-1.  The Winn-Dixie 1999-1 certificates are
secured by mortgage notes that are in turn secured by 15
properties leased to Winn-Dixie Inc.  Prior to the CreditWatch
placements, two leases associated with collateral properties in
Winn-Dixie 1999-1 were rejected by Winn-Dixie Inc.

Of the remaining 13 properties in Winn-Dixie 1999-1, one
additional lease was rejected and three other locations were
closed as part of Winn-Dixie Inc.'s ongoing reorganization
efforts.  The additional lease rejection and closures will cause
interest payment interruptions and principal losses to the A-2
certificates of Winn-Dixie 1999-1, which will in turn result in
interest shortfalls and principal losses to CMLB 2001-CMLB-1.
Additional exposure to Winn-Dixie Inc. in CMLB 2001-CMLB-1
consists of a credit tenant lease loan of $3.3 million (1%)
secured by a store in Dothan, Alaska, that is not scheduled for
closure at this time.

The collateral for CMLB 2001-CMLB-1 consists of 115 CTL loans, the
aforementioned class A-2 certificates from Winn-Dixie 1999-1, and
three notes secured by properties leased to Dollar General Corp.
(BBB-/Positive/--).  The aggregate balance of the collateral is
$420.4 million.  The underlying properties are geographically
dispersed, with no state exceeding a 10% concentration.  The pool
consists of retail (77%), industrial/warehouse (13%), office (5%),
and lodging (5%).

Bondable credit leases back 45 of the loans ($175.3 million),
while 74 loans ($245.1 million) are triple- and double-net leases.
The risk of termination of offset rights of the tenant due to
casualty or condemnation for the triple- and double-net leases is
mitigated through lease enhancement policies provided by Lexington
Insurance Co., a subsidiary of American International Group Inc.
(AA/Negative/A-1+), and Chubb Custom Insurance Co. (AA/Stable/--).

Sixty-eight of the loans ($203.6 million, 48%) are fully
amortizing.  Balloon risk for the remaining loans is mitigated by
residual value insurance provided by four insurance companies.
While three of the four insurers have ratings ranging from 'A' to
'AAA', 13 loans with a total current balance of
$91.2 million (22%) have RVI provided by Financial Structures
Ltd., a subsidiary of Royal Indemnity Co.  The financial strength
rating on Royal is 'BB+/Negative', down from 'AA-' at issuance.

The top five tenants compose $192.3 million (46%) of the pool and
include the following:

    (1) J. Sainsbury PLC (12%, BBB-/Negative/A-3),
    (2) AutoZone Inc. (9%, BBB+/Stable/A-2),
    (3) CVS Corp. (9%, A-/Stable/A-2),
    (4) Dollar General Corp. (8%, BBB-/Positive/--), and
    (5) Walgreen Co. (7%, A+/Stable/A-1).

The ratings on three of the top 10 tenants have declined
significantly since issuance.  In addition to the default of Winn-
Dixie Inc. ($25.6 million, 6%), the rating on J. Sainsbury PLC has
declined to BBB-/Negative/A-3 from 'A', while Saks Inc., the
parent company of Proffitt's Inc. (3%), suffered a rating decline
to CCC+/Watch Dev/-- from 'BB+'.

Currently, no realized losses have occurred and no loans are in
special servicing.  Wachovia Securities Inc., the master servicer,
reported seven loans ($42.7 million, 10%) on the watchlist.  In
addition to the aforementioned exposure to the class A-2
certificates from Winn-Dixie 1999-1, two of the loans on the
watchlist ($8.1 million, 2%) are secured by dark properties,
although both loans are current and subject to long-term net
leases.  One of the dark properties is leased to Rite Aid Corp.
(B+/Stable/B-2), while the other is leased to Albertson's Inc.
(BBB-/Stable/A-3).  One other loan ($8.3 million, 2%) is on the
watchlist due to real estate tax delinquencies.  The master
servicer reports that the remaining three loans ($3.8 million, 1%)
will be removed from next month's watchlist.

As the transaction is a CTL pool, the associated ratings are
correlated with the ratings assigned to the underlying
tenants/guarantors.  The ratings on the certificates may fluctuate
over time as the ratings on 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 the revised ratings.


                            Rating Lowered

             Commercial Mortgage Lease-Backed Securities LLC
       Commercial mortgage lease-backed certs series 2001-CMLB-1

                         Rating
                         ------
              Class   To         From   Credit enhancement(%)
              -----   --         ----   ---------------------
              G       BB+        BBB-                    5.67


         Ratings Lowered And Removed From Creditwatch Negative

             Commercial Mortgage Lease-Backed Securities LLC
       Commercial mortgage lease-backed certs series 2001-CMLB-1

           Rating

        Class   To         From            Credit enhancement(%)
        -----   --         ----            ---------------------
        H       B+         BB-/Watch Neg                    2.83
        J       CCC+       B-/Watch Neg                     1.13

                            Ratings Affirmed

             Commercial Mortgage Lease-Backed Securities LLC
       Commercial mortgage lease-backed certs series 2001-CMLB-1

                   Class    Rating   Credit enhancement(%)
                   -----    ------   ---------------------
                   A-1      AAA                      19.83
                   A-2      AAA                      19.83
                   A-3      AAA                      19.83
                   B        AA-                      17.56
                   C        A                        15.30
                   D        A-                       13.03
                   E        BBB+                     10.76
                   F        BBB                       7.93
                   X        AAA                        N/A

                         N/A -- Not applicable


CORDOVA FUNDING: S&P Ups Rating on $225 Mil. Sr. Sec. Bonds to B
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Cordova
Funding Corp.'s $225 million series A senior secured bonds due
2019 to 'B' from 'B-'.  The outlook is now positive.

CFC is the funding vehicle that issued debt and subsequently
loaned the proceeds to its affiliate, Cordova Energy Co. LLC,
which guarantees CFC's payment obligations.  Cordova, which is
wholly owned by MidAmerican Energy Holdings Co., completed the 537
MW natural gas-fired, combined-cycle power plant in Rock Island
County, Illinois in June 2001.

The upgrade reflects a recent similar action on El Paso Corp., who
is the guarantor of the obligations of Cordova's primary power
offtaker, El Paso Merchant Energy Co., under a tolling agreement
that expires in 2019.

"In the absence of the tolling agreement, Cordova would be forced
to operate in the merchant market," said Standard & Poor's credit
analyst Scott Taylor.  "Given current market conditions, Cordova
would likely not be able to service its debt in a timely manner,"
he continued.

The positive outlook on CFC reflects that of El Paso as the
tolling agreement guarantor.  Any rating changes will mirror those
of El Paso in the near term.  However, improved financial
performance would be necessary for the rating to move higher than
the 'BB' category, regardless of any improvement in El Paso's
rating.


CT CDO: S&P Assigns Low-B Ratings on Six Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CT CDO III Ltd./CT CDO III Corp.'s $341.3 million CMBS
pass-through certificates.

The preliminary ratings are based on information as of July 12,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of securities and the geographic and property
type diversity of the mortgaged properties securing the underlying
CMBS collateral.  The collateral pool consists of 23 classes of
pass-through certificates from 15 CMBS transactions.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/

The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/


                     Preliminary Ratings Assigned
                    CT CDO III Ltd./CT CDO III Corp.

       Class         Rating     Preliminary       Recommended
                                  amount        credit support(%)
       -----         ------     -----------     -----------------
       A-1           AAA        $61,000,000                39.000
       A-2           AAA       $147,169,000                39.000
       B             AA         $29,007,000                30.500
       C             A          $13,650,000                26.500
       D             A-          $5,118,000                25.000
       E             BBB+        $6,825,000                23.000
       F             BBB         $6,825,000                21.000
       G             BBB-        $9,811,000                18.125
       H             BB+        $11,517,000                14.750
       J             BB          $6,825,000                12.750
       K             BB-         $3,839,000                11.625
       L             B+          $5,118,000                10.125
       M             B           $5,545,000                 8.500
       N             B-          $4,265,000                 7.250
       O             N.R.       $21,334,229                   N/A
       X*            N.R.       $21,334,229                   N/A
       Pref. shares  N.R.        $3,412,608                   N/A

              * Interest only class with a notional amount.
              N.R. - Not rated.
              N/A - Not applicable.


CULLIGAN INT'L: Weak Operating Results Prompt S&P's Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on water
services provider Culligan International Inc. to stable from
positive.

At the same time, Standard & Poor's affirmed its ratings on
Culligan International Inc. and Culligan Finance Corporation BV,
including its 'B+' corporate credit rating.

Northbrook, Illinois-based Culligan International had about $460
million of total debt outstanding at March 31, 2005, excluding
operating leases.

"The revised outlook primarily reflects weaker-than-expected
operating results for the 12 months ended March 31, 2005.
Although overall net sales increased about 4.4% year over year,
most of the increase was attributed to favorable foreign
exchange," said Standard & Poor's credit analyst Mark Salierno.

Sales in North America continued to be soft in the first quarter,
primarily driven by declining sales at the retail level resulting
from the loss of an account in 2004.  In addition, the company-
owned dealer business has been flat, particularly in North
America.  European results were mixed- favorable results in France
were offset by a year-over-year decline in the U.K and Italy. On
the upside, franchise growth has been strong.  The company has
also put cost initiatives in place that are focused on
streamlining the COD business and reducing SG&A and manufacturing
costs.  As part of this initiative, franchisees and strong
dealerships will be used as benchmarks that underperforming
dealers will be measured against to improve their profitability.


D & K STORES: Has Until December 8 to Decide on Five Leases
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
the period within which D & K Stores, Inc., can elect to assume,
assume and assign or reject five unexpired nonresidential real
property leases to Dec. 8, 2005.

The five leases are:

Store No.  Location              Lessor               Expiration
---------  --------              ------               ----------
   091     1840 Heights Plaza    Heights Associates     2/28/08
           Shopping Center       U.S. Steel Tower
           Natrona               600 Grant Street
           Heights, PA 15065     44th Floor
                                 Pittsburgh, PA 15219

   155     Westgate Shopping     Russell Road           2/28/07
           Center                Associates
           911 Central Avenue    865 Providence Highway
           Albany, NY 12206      Dedham, MA 02026

   716     Great Eastern         Great Eastern          1/31/08
           Shoppers Center       Corporation
           932 South             191 West
           Hamilton Road         Nationwide Blvd.
           Columbus, OH 43213    Suite 200
                                 Columbus, OH 43215

   9       Store #766            AM Fairlane            6/30/10
           Fairlane Village Mall Village Mall, LLC
           Route 61 North        c/o Metro Commercial
           Pottsville, PA 17901  Management
                                 303 Fellowship Road
                                 Mount Laurel, NJ 08054

   10      Store #1002           Stop & Shop            10/31/05
           Bay Harbor Plaza      1385 Hancock Street
           55 Brick Boulevard    10th Floor
           Brick, NJ 08723       Quincy, MA 02169

Headquartered in Eatontown, New Jersey, D & K Stores, Inc., filed
for chapter 11 protection on April 8, 2005 (Bankr. D.N.J. Case No.
05-21445).  Timothy P. Neumann, Esq., at Broege, Neumann, Fischer
& Shaver, LLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts from $10 million to $50 million.


D & K STORES: Court Approves Designation Rights Pact With Hilco
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
a designation rights agreement between D & K Stores, Inc., and
Hilco Real Estate, LLC.

The Debtor negotiated a Designation Rights Agreement with Hilco,
wherein Hilco will pay the Debtor for the right to market these
five leases:

Store No.  Location               Lessor               Expiration
---------  --------               ------               ----------
   126     Franklin Village       Laurel of Kittanning  2/28/08
           Shop Center            P.O. Box 472
           19A Route 422          Latrobe, PA 15650
           Kittanning, PA 16201

   135     College Hills          GMS Management        7/31/07
           Shopping Center        Company, Inc.
           1835 Beall Avenue      c/o National City Bank
           Wooster, OH 44691      P.O. Box 73914-N
                                  Cleveland, OH 44193

   733     Store #8 & 9           Indian Head Plaza     1/31/07
           1334 Lakewood Road     Associates
           Toms River, NJ 08755   c/o JK Management LLC
                                  1051 Bloomfield Avenue
                                  Clifton, NJ 07012

   755     Lakewood Shopping      Lakewood Plaza 9      1/31/07
           Center                 Associates, LP
           1700 Madison Avenue    Kramont Operating
           Lakewood, NJ 08701     Partnership, LP
                                  P.O. Box 978
                                  Plymouth Plaza
                                  Suite 20
                                  Plymouth Meeting, PA 19462

   765     Carteret Shopping      J.L.J. Associates     3/31/07
           Center                 801 Roosevelt Avenue
           777 Roosevelt Avenue   Carteret, NJ 07008
           Carteret, NJ 07008

The Debtor will receive $60,000 if all five of the Hilco Leases
are assigned.  If none are assigned, the Debtor will receive
$30,000.  Hilco will retain any profit less the amount paid to the
Debtor.

The Debtor said the Hilco Agreement is beneficial because the
Hilco Leases are deemed rejected.

Headquartered in Eatontown, New Jersey, D & K Stores, Inc., filed
for chapter 11 protection on April 8, 2005 (Bankr. D.N.J. Case No.
05-21445).  Timothy P. Neumann, Esq., at Broege, Neumann, Fischer
& Shaver, LLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts from $10 million to $50 million.


DEAN FOODS: Completes Spin-Off of TreeHouse Foods Subsidiary
------------------------------------------------------------
Dean Foods Company completed the spin-off of its majority-owned
subsidiary TreeHouse Foods, Inc., as an independent, publicly
traded company effective June 27, 2005.  Immediately prior to the
spin-off, Dean Foods transferred to TreeHouse the business
currently conducted by its Specialty Foods Group segment in
addition to its Mocha Mix(R), Second Nature(R) and foodservice
salad dressings businesses.

Under the terms of the transaction, Dean Foods distributed to the
holders of Dean Foods common stock one share of TreeHouse common
stock for every five shares of Dean Foods common stock outstanding
on June 20, 2005, the record date for the distribution.  An
information statement describing the new company, the procedures
by which the distribution was effected and the risks of holding
TreeHouse common stock was mailed to Dean Foods stockholders on or
about June 20, 2005.

A full-text copy of the Distribution Agreement between Dean Foods
and TreeHouse is available at no charge at:

                  http://tinyurl.com/7fzaa

Holders of Dean Foods common stock on the record date will receive
an account statement reflecting their ownership in TreeHouse,
which initially will be in book-entry form.  The account statement
will include information about how to request a physical stock
certificate.  Stockholders who hold their shares through brokers
or other nominees will have their shares of TreeHouse common stock
credited to their accounts by their nominees or brokers.

"Regular way" trading for Dean Foods common stock, without the
right to receive TreeHouse shares in the distribution, began on
June 28, 2005, on the New York Stock Exchange under the symbol
"DF."  "Regular way" trading for TreeHouse also began on June 28,
2005, on the New York Stock Exchange under the symbol "THS."

After the spin-off, the tax basis of outstanding Dean Foods shares
will be allocated between the Dean Foods shares and the TreeHouse
shares received in proportion to their relative fair market
values.  Dean Foods will provide shareholders who are U.S.
taxpayers with information to enable them to compute their tax
basis in their Dean Foods and TreeHouse shares, and with other
information necessary to report their receipt of TreeHouse common
stock on their 2005 federal income tax returns as tax-free.

                      About the Company

Dean Foods Company is one of the leading food and beverage
companies in the United States.  Its Dairy Group division is the
largest processor and distributor of milk and other dairy
products in the country, with an extensive refrigerated direct-
store-delivery network.  Through its WhiteWave and Horizon
Organic brands, Dean Foods Company also owns the nation's leading
soymilk and organic milk brands.  The company's Specialty Foods
Group is a leading manufacturer of private label pickles and non-
dairy powdered coffee creamers.  Dean Foods Company and its
subsidiaries operate approximately 120 plants in 36 U.S. states,
Spain, Portugal and the United Kingdom, and employ approximately
29,000 people.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2005,
Fitch Ratings has affirmed the ratings for Dean Foods Company
following the announcement that Dean will pursue a tax-free
spin-off of its Specialty Foods Group to Dean shareholders.  Fitch
rates Dean:

     -- Senior secured credit facility 'BBB-';
     -- Senior unsecured notes 'BB'.
     -- Rating Outlook Positive.

As of Sept. 30, 2004, Dean had approximately $3.3 billion of debt.
For the latest 12 months ended Sept. 30, 2004, Dean's total debt-
to-earnings before interest taxes depreciation and amortization -
EBITDA -- was 3.8 times, its EBITDA-to-interest incurred was 5.0x,
and its net cash from operating activities-to-total debt was
13.6%.


DILLARD'S INC: Fitch Affirms BB- Rating on Senior Unsecured Notes
-----------------------------------------------------------------
Fitch affirmed the 'BB-' rating of the senior unsecured notes of
Dillard's, Inc. and the 'B-' rating of the company's capital
securities.  At the same time, Fitch has assigned a rating of
'BB+' to Dillard's $1.2 billion secured revolving credit facility.
Dillard's had $1.6 billion of debt and hybrid securities
outstanding as of April 30, 2005.  The Rating Outlook is revised
to Stable from Negative.

The ratings reflect the persistent weakness in Dillard's sales and
margins offset in part by its presence in growing regions of the
country and a significant real estate ownership position.  The
Outlook revision to Stable from Negative reflects the company's
improved balance sheet and liquidity, which provide some cushion
in the event operating fundamentals worsen.

Dillard's has been attempting to move its merchandise more upscale
and inject more fashion into its apparel offerings to attract
younger and more affluent customers.  Toward this end, the company
ramped up its private label and exclusive brands to 23.1% of sales
in 2004 compared with 18.2% in 2002.  However, this exclusive
merchandise has not evolved to the point that it is driving floor
traffic or margin improvement.  Dillard's comparable store sales
declined 2% in the five months ended June 2005, and the company
has posted declines in each of the past five years.  This has
pressured the operating margin, which declined to 2.9% in the 12
months ended April 30, 2005 from 3.4% in 2004.

Positively, Dillard's has been in a debt reduction mode for the
past six years, and the pace of debt repayment accelerated in 2004
as the company deployed most of the proceeds from the sale of its
credit business to repay debt.  Total debt and hybrid securities
declined to $1.6 billion as of April 30, 2005 from $2.6 billion as
of Jan. 31, 2004.  At the same time, strong liquidity ($455
million of cash on hand as of April 30, 2005) will cover debt
maturities that total less than $100 million in each of 2005 and
2006 and the bulk of the company's seasonal working capital needs.
Revolver capacity and extensive real estate holdings (Dillard's
owns 80% of its retail square footage) add additional financial
flexibility.

Share repurchase activity has been minimal over the past several
years.  While the company has a new $200 million share repurchase
authorization, Fitch expects repurchases will be balanced against
continued repayment of debt maturities.  As a result, financial
leverage is expected to remain steady.


DOUBLECLICK INC: Stockholders Approve $1.1 Bil. Hellman Merger
--------------------------------------------------------------
DoubleClick Inc.'s (Nasdaq: DCLK) stockholders voted to adopt the
merger agreement providing for the acquisition of DoubleClick by
an affiliate of the private equity investment firms of Hellman &
Friedman LLC and JMI Equity, at DoubleClick's annual meeting of
stockholders held on July 12, 2005, in New York.  Approximately
90% of stockholders present and voting voted in favor of adopting
the merger agreement.  The number of shares voting to adopt the
merger agreement represented approximately 58% of the total number
of shares outstanding and entitled to vote.

                   Hellman Merger Agreement

The proposed merger was announced on April 25, 2005, and is
expected to close as soon as practicable, pending the satisfaction
or waiver of all the closing conditions set forth in the merger
agreement.  Under the terms of the merger agreement, DoubleClick
stockholders will receive $8.50 per share in cash, without
interest, for each share of DoubleClick common stock.

Under the terms of the agreement, DoubleClick stockholders will
receive $8.50 in cash for each share of DoubleClick common stock,
representing a 10.6% premium over the average closing price of
DoubleClick's stock for the last thirty trading days.  The
aggregate consideration to be paid to DoubleClick stockholders is
approximately $1.1 billion.  DoubleClick's existing Zero Coupon
Subordinated Notes due 2023 in the principal amount of
$135 million will remain outstanding, subject to the rights of the
holders to require DoubleClick to repurchase those notes at par
following consummation of the transaction.

Investing alongside Hellman & Friedman will be JMI Equity, a San
Diego-based venture capital firm exclusively focused on the
software and business service industries.  Hellman & Friedman and
JMI Equity have previously partnered together on a number of
software related investments, including Blackbaud Inc.,
Mitchell International, Inc., and Vertafore, Inc.

Management will remain committed to working diligently to meet all
customer needs.  Following the closing, Kevin Ryan will step down
as CEO of DoubleClick to pursue other opportunities.  At the
closing, David Rosenblatt will continue to oversee the
TechSolutions division as its CEO, and Brian Rainey will continue
to lead the DataSolutions division as its CEO.  A new board of
directors and chairman will be appointed post closing.

Lazard acted as financial advisor to DoubleClick in connection
with the transaction.  Wilmer Cutler Pickering Hale and Dorr LLP
acted as legal advisor to DoubleClick in connection with the
transaction.  Bear Stearns acted as financial advisor and Simpson
Thacher & Bartlett LLP acted as legal advisor to Hellman &
Friedman and JMI Equity.

Hellman & Friedman LLC -- http://www.hf.com/-- is a San
Francisco-based private equity investment firm with additional
offices in New York and London. Since its founding in 1984, the
Firm has raised and managed over $8 billion of committed capital
and invested in approximately 50 companies. The Firm's strategy is
to invest in superior business franchises and to be a value-added
partner to management in select industries, including media,
software, information services, financial services, energy, and
professional services. Hellman & Friedman is one of the few
private equity firms with a focused effort in marketing services
and software industries. Hellman & Friedman has invested in and
helped build outstanding companies in these sectors, such as
Blackbaud, Inc., Digitas, Inc., Mitchell International, Inc.,
Vertafore, Inc., and Young & Rubicam.

JMI Equity -- http://www.jmiequity.com/-- based in San Diego and
Baltimore, is a private equity firm exclusively focused on
investments in the software and business services industries.
Founded in 1992, JMI manages approximately $400 million and has
invested in 60 companies throughout North America. JMI invests in
growing businesses. The Firm's focus is on providing the first
institutional capital to self-funded companies. JMI also invests
in select recapitalization and management buyout financings.
Representative investments include Unica Corporation, Eloqua
Corporation, Blackbaud, Inc., Mitchell International, Mission
Critical Software, NEON Systems, Inc. and Transaction Systems
Architects.

DoubleClick Inc. is the leading provider of solutions for
marketers, advertising agencies, and web publishers to plan,
execute, and analyze their marketing programs.  DoubleClick's
online advertising, email marketing and database marketing
solutions help clients yield the highest return on their marketing
dollar.  In addition, the company's marketing analytics solutions
help clients measure performance within and across channels.
DoubleClick Inc. has global headquarters in New York City and
maintains 21 offices around the world.

                        *     *     *

As reported in the Troubled Company Reporter on June 21, 2005,
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating and a recovery rating of '2' to Internet ad service
provider DoubleClick Inc.'s (B/Negative/--) $340 million first-
lien senior secured credit facilities, indicating an expectation
of substantial (80%-100%) recovery of principal in a default
scenario.  The facilities consist of a $50 million revolving
credit facility due 2010 and a $290 million term loan B due 2012.

At the same time, Standard & Poor's also assigned its 'CCC+' bank
loan rating and a recovery rating of '5', indicating an
expectation of negligible (0%-25%) recovery of principal in a
default situation, to DoubleClick's $115 million second-lien term
loan due 2013.

Proceeds from the transaction will be used to finance partially
the acquisition of DoubleClick by Hellman & Friedman LLC.

The 'B' corporate credit rating on DoubleClick was affirmed and
removed from CreditWatch, where it was placed with negative
implications on Nov. 2, 2004.  The outlook is negative.  Pro forma
for the transaction, the company will have $405 million of debt
outstanding as of March 31, 2005.

DoubleClick consists of two main operating units, TechSolutions
and Data.  TechSolutions provides tools and services for the
planning, execution, and analysis of online marketing campaigns.
The Data unit offers direct marketers a large set of
transactional, geographic, demographic, and behavioral profiles to
help acquire prospects.

"The ratings reflect aggressive financial policies, pricing
pressure at DoubleClick's ad management services, and earnings
softness at its Data unit," said Standard & Poor's credit analyst
Andy Liu.


EPCO HOLDINGS: Moody's Rates Proposed $1.9 Billion Facility at Ba3
------------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to EPCO
Holdings Inc.  EPCO Holdings is a wholly owned subsidiary of EPCO
Inc., a Houston-based privately held company owned by Dan Duncan
and his family.  EHI indirectly owns:

   * 95% of the Enterprise Products Partners general partner;
   * about a third of the EPD limited partner units;
   * 95% of the GP of TEPPCO Partners; and
   * 2.5 million TPP LP units.

Moody's assigned a Ba1 Corporate Family Rating (previously called
the Senior Implied rating) and a Ba3 rating to EHI's proposed $1.9
billion senior secured credit facility.  The rating outlook is
stable.

EPCO Holdings' Ba1 Corporate Family Rating reflects the
operations, cash flow and leverage of the total "EPCO system" that
includes:

   * EPCO Holdings,
   * Enterprise Products, and
   * TEPPCO Partners.

Total system debt is currently about $8 billion, which is
supported by expected 2005 cash flow from EPD and TPP of $1.4
billion and implies total system debt/EBITDA of just under 6x.
Moody's expects this leverage level to decline to around 5x in
2006 through both debt reduction and cash flow growth.  Moody's
notes that the debt at EPCO Holdings has not pressured the ratings
at EPD and TPP based on our understanding of management's plans to
reduce total system leverage.  However, at this point any material
additional debt above EPD and TPP, including leveraged
acquisitions, would most likely lead to a review of the EPD and
TPP ratings.

EPCO Holdings' Ba3 debt rating fundamentally reflects the
underlying credit strength of EPD and TPP, which are both rated
Baa3 with a stable outlook.  This rating reflects the expectation
of continued consistent distributions from both EPD and TPP to
service the debt at EHI.  However, EHI's Ba3 rating is three
notches lower than the senior unsecured ratings of both EPD and
TPP.  This difference in ratings considers that EHI creditors are
taking equity risk through reliance on EPD and TPP distributions
and EHI debt holders are structurally subordinated to EPD and TPP
creditors.

EPCO Holdings' cash flow is derived from its substantial ownership
interests in two large MLP's and the distributions it receives
from EPD and TPP.  An affiliate of EPCO Holdings controls the EPD
and TPP GPs, which enables it to influence EPD's and TPP's
distribution rates.  EHI directly owns 118.1 million EPD LP units,
or 30.1%, and 95% of an entity that owns the TPP GP and 2.5
million TPP LP units.

EHI also owns 95% of Enterprise GP Holdings L.P. (EPE), which in
turn owns the EPD GP and 13.5 million EPD LP units, or 3.4%.  EHI
plans to conduct an IPO for EPE later in the third quarter, after
which EHI will own about 80% of EPE.  Initially, EHI's cash flow
of about $340 million per year will come from these sources:

   * 56% from EPD LP distributions;
   * 23% from TPP distributions (GP and LP); and
   * 21% will come from EPE distributions.

Looked at another way, 79% of its cash flow will come through its
direct ownership interests in EPD and TPP, while 21% will flow
through EPE.  EHI's rating also reflects the diversification
benefit from its ownership in two MLP's that are in different
business segments.

Both EPD and TPP have consistently increased their distributions
over time.  EPD's distribution per unit increased from $0.225 in
the first quarter of 2000 to $0.41 currently, or 82%.  Likewise,
TPP has increased its distribution from $0.475 to $0.6625 over the
same period, or 39%.  While there is not certainty of increasing
distributions it is likely given each company's history and
business growth potential.  EHI's cash flow is supported by the
MLP business model, which depends on consistent distributions.
MLP partnership agreements require the partnerships to distribute
their excess cash flow on a quarterly basis, so MLP's rely on
access to the capital markets to finance their growth.  Consistent
distribution payments are necessary to ensure continued access to
additional common units and debt capital.

EPCO Holdings' Ba3 debt rating also considers that its cash flow
comes entirely from GP and LP distributions from EPD and TPP.  As
such, EHI creditors are effectively taking EPD and TPP equity
risk.  EHI debt holders are subject to all the risks that
creditors to EPD and TPP face; however EHI creditors are
structurally subordinated to debt holders at EPD and TPP.  Debt at
each MLP must be satisfied before the general partner or common
unit holders receive distributions or other payments.  In
addition, EPD and TPP could incur additional business risk or
leverage, providing further disadvantage to EHI debt holders.

EPCO Holdings' Ba3 debt rating further reflects its own leverage
and the leverage of EPE.  EHI expects to have $1.85 billion of
debt outstanding after the EPE IPO and EHI's debt/EBITDA is
expected to be about 5.5x.  EPE is an intermediate entity that
could potentially trap cash coming up from its EPD GP and LP
interests.  EPE will have its own leverage, which is structurally
superior to EHI.  Post-IPO, EPE is expected to have about $150
million of debt consisting of amounts drawn under a revolving
credit facility and term loan.  However EPE could increase its
debt substantially, adding to its financial risk.  While not
expected, EPE could participate in other businesses, which would
increase its business risk.

The $1.9 billion senior secured credit facility consists of:

   * a $300 million 3-year revolving credit facility,
   * a $600 million 3-year term loan A; and
   * a $1 billion 5-year institutional term loan B.

Lenders will be protected by security in 117.5 million EPD LP
units, EHI's ownership interest in EPE, EHI's ownership interest
in the TPP GP and 2.5 million TPP LP units.  The value of only the
LP units is about $3.3 billion ($3.2 billion for EPD and $0.1
billion for TPP), which covers the $1.9 billion credit facility
1.7x, before giving any credit to EHI's ownership in EPE and its
TPP GP interest.  The term loan A has mandatory payments of $62.5
million per annum payable in equal quarterly installments.  The
term loan B will have mandatory payments of 1% per annum ($10
million).  Both facilities will share pro rata in mandatory
prepayments from excess cash flow according to a debt to EBITDA
ratio.

The EPCO Holdings stable outlook reflects the stable outlooks at
both EPD and TPP, and the expectation of continued cash flow
growth and consistent distributions from both entities.  The
stable outlook also considers the planned IPO of EPE with the
proceeds being used to repay debt as well as delevering at EHI
through mandatory repayment of debt and voluntary prepayments out
of free cash flow.  EPCO Holdings' corporate family rating
primarily reflects the underlying credit strength of EPD and TPP
and their ability to support total system debt.  A change in EPD's
and/or TPP's ratings and outlook will likely lead to changes to
EHI's ratings and outlook.

There is currently a three notch difference between the EPD and
TPP senior unsecured ratings and the EHI debt rating.  This could
decrease to a two notch differential through a combination of:

   * material credit improvement at EPD and TPP;

   * consistent distributions from EPE; and

   * a reduction in total system leverage below 5x and EHI
     leverage to comfortably below 4.5x.

The notching difference could widen as a result of:

   * credit deterioration at EPD and TPP;
   * greater leverage or business risk at EPE; or
   * total leverage or EHI leverage above 6x.

EPCO Holdings Inc., headquartered in Houston, Texas, is a holding
company that indirectly owns the general partner interests in
Enterprise Products Partners and TEPPCO Partners.


EXIDE TECH: Board Moves Annual Stockholders Meeting to Aug. 30
--------------------------------------------------------------
Exide Technologies' (NASDAQ: XIDE) Board of Directors has
rescheduled its annual meeting of stockholders for Aug. 30, 2005.
The meeting date had previously been announced as August 4, 2005.

The Board of Directors also reset the record date to July 22,
2005, for stockholders entitled to notice of or to vote at the
August annual meeting of stockholders.  The previous record date
was June 17, 2005.  Exide will advise stockholders of record
regarding the time and location of the annual meeting in its
forthcoming notice of meeting proxy statement.

Exide Technologies, with operations in 89 countries, is one of the
world's largest producers and recyclers of lead-acid batteries.
The Company's four global business groups - Transportation
Americas, Transportation Europe and Rest of World, Industrial
Energy Americas and Industrial Energy Europe and Rest of World -
provide a comprehensive range of stored electrical energy products
and services for industrial and transportation applications.

Transportation markets include original-equipment and aftermarket
automotive, heavy-duty truck, agricultural and marine
applications, and new technologies for hybrid vehicles and 42-volt
automotive applications. Industrial markets include network power
applications such as telecommunications systems, electric
utilities, railroads, photovoltaic (solar-power related) and
uninterruptible power supply (UPS), and motive-power applications
including lift trucks, mining and other commercial vehicles.

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

                        *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.

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


EXIDE TECH: SEC Probes Going Concern Ability & Covenant Compliance
------------------------------------------------------------------
The Enforcement Division of the U.S. Securities and Exchange
Commission has advised Exide Technologies that it has commenced a
preliminary inquiry into the Company.  The inquiry was commenced
with regards to the Company's prior statements that it expected to
comply with its fiscal 2005 loan covenants and the going concern
qualification in the audit report included in Exide's Form 10-K
filed in June 2005.

The SEC noted that the inquiry should not be construed as an
indication that any violations of law have occurred.  Exide says
it intends to fully cooperate with the regulatory body.

                     Bank Lenders Waive
               Going Concern Opinion Covenant

On June 29, 2005, the Company disclosed that it has secured a
Credit Agreement amendment and waiver from its bank group lenders
related to the going concern opinion included in its Annual
Report.

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

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

                        *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.

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


EXODUS COMMS: Alvarez Has Until Sept. 12 to Object to Claims
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Alvarez & Marsal, Inc., the Plan Administrator appointed under the
confirmed Second Amended Joint Plan of Reorganization of Exodus
Communications Inc. (a/k/a EXDS Inc.) and its debtor-affiliates,
an extension, through and including Sept. 12, 2005, to object to
the allowance of certain types of Disputed Claims identified in
the Debtors' confirmed Plan.

The Court confirmed the Debtors' Plan on June 5, 2002, and the
Plan took effect on June 19, 2002.  Pursuant to the confirmed
Plan, Alvarez & Marsal was appointed as Plan Administrator, sole
shareholder, officer and director of EXDS Inc.

Alvarez gave the Court four reasons in support of the extension:

   1) the size and complexity of its ongoing review and
      reconciliation of approximately 1,400 Disputed Claims is
      substantial;

   2) since the last extension of the claims objection deadline,
      it has resolved a number of difficult claims, and it has
      filed a request with the Court to effectuate Section 6.4(b)
      of the confirmed Plan, in an effort to finally resolve
      disputes involving claims for which EXDS has been unable to
      make successful distributions;

   3) the cases involving claims resolutions are progressing at an
      impressive pace, with distributions to undisputed general
      unsecured creditors completed and hundreds of claims already
      resolved through 11 omnibus objections; and

   4) the extension will not result in any prejudice to any
      creditors because the Plan Administrator has reserved funds
      sufficient to pay all Disputed Claims in accordance with the
      Plan.

Headquartered in Santa Clara, California, Exodus Communications
Inc. (a/k/a EXDS Inc.), -- http://www.exodus.net-- and its
subsidiaries are the leading providers of Internet infrastructure
outsourcing services for enterprises with mission-critical
internet operations.  The Company and its debtor-affiliates filed
for chapter 11 protection on Sept. 26, 2001 (Bankr. D. Del. Case
No. 01-10539).  David R. Hurst, Esq., at Skadden, Arps, Slate,
Meagher & Flom, and James E. O'Neill, Esq., at Pachulski, Stang,
Ziehl, Young & Jones, represent the Debtors.  When the Debtors
filed for chapter 11 protection, they listed total assets of
$5,989,844,000 and total debts of $4,446,116,000.  The Court
confirmed the Debtor's chapter 11 Plan on June 5, 2002, and the
Plan took effect on June 19, 2002.  Alvarez & Marsal, Inc., is the
Plan Administrator under the Debtors' confirmed Plan.  Mark
Minuti, Esq., at Saul Ewing LLP and Richard Levy, Esq., at Jenner
Block LLP, represents the Plan Administrator.


FEDERAL-MOGUL: PD Panel's Proposed Findings for Claim Estimation
----------------------------------------------------------------
Representing the Official Committee of Asbestos Property Damage
Claimants appointed in Federal-Mogul Corporation and its debtor-
affiliates' chapter 11 cases, Theodore J. Tacconelli, Esq., at
Ferry, Joseph & Pearce, P.A., notes that the District Court is not
estimating the recovery of any particular personal injury claim,
but rather is estimating the aggregate allowable amount of all the
claims.

Pursuant to Section 502(c) of the Bankruptcy Code, Mr. Tacconelli
contends that estimation should be for the purpose of
"allowance," which, according to a noted bankruptcy treatise,
means "that the essence of section 502(c) is that all claims
against the debtor be converted into dollar amounts."  According
to Mr. Tacconelli, Section 502(c) provides a mechanism for the
mandatory estimation of "any contingent or unliquidated claim,
the fixing or liquidation of which, as the case may be, would
unduly delay the administration of the case."

A full-text copy of the Asbestos PD Committee's 49-page Proposed
Findings of Facts and Conclusions of Law is available for free
at: http://bankrupt.com/misc/PDCommFindings&Conclusions.pdf

Mr. Tacconelli notes that the Bankruptcy Code is silent as to the
method or manner in which contingent or unliquidated claims are
to be estimated.  Thus, the District Court has discretion to
determine the appropriate method based upon the circumstances of
the particular case before it, Mr. Tacconelli points out.  "There
is no binding precedent for how the Court must conduct an
estimate of pending and future asbestos claims.  Indeed, the
United States Court of Appeals for the Third Circuit has held
that a district court has wide latitude in determining what
evidence to consider and what methods to apply."

In estimating the allowed amount of Turner & Newall's asbestos
liability, Mr. Tacconelli points the District Court to the basic
methodology used in In re Eagle-Picher Indus., Inc., 189 B.R. 681
(Bankr. S.D. Ohio 1995), aff'd, 1996 U.S. Dist. LEXIS 22742 (S.D.
Ohio 1996).  Mr. Tacconelli contends that Eagle-Picher
established a basic principle for determining aggregate values
for asbestos claims, finding that values should be based on the
closed prepetition claims in the debtor's claims database.  The
basic methodology is observed by:

    (1) determining the value of claims for each type of disease;

    (2) determining the number of pending claims, and anticipated
        future demands of each disease type that will likely be
        entitled to compensation;

    (3) multiplying the value for each disease by the number of
        projected compensable claims; and

    (4) adjusting upward for inflation to the date of anticipated
        payment, and then discounting the inflated amount back to
        present value.

As to future claims, Mr. Tacconelli points out that the Eagle-
Picher court provides for seven considerations that should inform
the estimate:

    1. The estimate should be primarily based on the history of
       the company, particularly because there was no definitive
       showing of another or other company's production of a
       product line identical to that of the debtors.  This
       consideration does not, however, rule out the desirability
       of considering trends general to the industry, particularly
       regarding the rate of filing claims.

    2. The total number of claims to be expected should be
       estimated.

    3. The estimation of claims should categorize them by disease
       and occupation, as well as other factors.

    4. Valuation of claims should be based on settlement values
       for claims close to the filing date of the bankruptcy case.

    5. A reasonable rate for indemnity increase with time must be
       determined so that a future value of filing date indemnity
       values can be comparable.

    6. A lag time gleaned from the tort system must be determined
       in order that there be accuracy in projecting future
       values.

    7. A discount rate must then be applied to bring the future
       nominal value of claims back to the filing date.

Also, Mr. Tacconelli continues, adjustments to these values may
be appropriate where past results have been skewed by factors
which affected historic claim resolutions but which can and
should be avoided in the future, including:

    (a) venue shopping;

    (b) mass screening that triggered thousands of claims by
        persons who had never experienced adverse symptoms;

    (c) erroneous x-ray interpretations by biased plaintiff
        doctors;

    (d) overpayment to unimpaired claimants;

    (e) grouping more serious injuries with unimpaired claimants
        for trial, resulting in higher verdicts or settlements for
        the latter;

    (f) overvaluation of less meritorious cases through global
        settlements; and

    (g) increased verdicts and settlements caused by the
        assessment, or threat, of punitive damages.

According to Mr. Tacconelli, the changes in state procedural and
substantive law limiting the right of unimpaired plaintiffs to
recover damages as well as the use of "mass screened evidence"
should also be reflected in estimating the value and number of
future claims.

                         Hanly's Testimony

There is conflicting testimony as to why T&N left the Center for
Claims Resolution, and why T&N filed for bankruptcy, Mr.
Tacconelli contends.

Paul Hanly testified that T&N left the CCR because that
organization has "effectively collapsed" by the beginning of 2001
and T&N was "forced . . . into the tort system on its own," Mr.
Tacconelli reminds the Court. "This is contradicted by the
Debtors' public statements in 2001 that T&N was leaving the CCR
because it believed it needed a change in asbestos litigation
strategy."

Mr. Hanly testified that consolidations of asbestos plaintiffs'
claims were "quite good" for T&N, Mr. Tacconelli recounts.  "This
testimony is contradicted by statements made by T&N in a
submission to the United States Bankruptcy Court . . . signed by
Mr. Hanly."

In direct contrast to Mr. Hanly's testimony, Mr. Tacconelli
points out that Mr. Hanly's prior submission to the Bankruptcy
Court on T&N's behalf stated that aggregation of claims of
impaired and unimpaired claimants increased the value of
unimpaired claims, and increased the pressure to settle
unimpaired claims. "This submission also represented that there
was a 'parasitic fission' between weak and strong cases that
benefited the weak cases.  This parasitic fusion increased claims
filings."

Mr. Tacconelli notes that Mr. Hanly stated in his testimony that
"B Reader reports [the type of evidence used in virtually all
non-malignant asbestos cases] were not material in a large number
of cases."  But Mr. Hanly's earlier submission averred that "mass
screenings" generated a massive volume of unimpaired claims
against T&N, Mr. Tacconelli points out. "This is consistent with
the experience of the CCR, which expressed concerns that medical
evidence garnered through mass screenings led to diagnoses of
asbestosis that were unfounded, not based on reliable evidence
and 'bogus'."

Additionally, Mr. Hanly testified that participating in the CCR
gave T&N certain benefits, and that T&N lost these benefits when
it left the CCR.  He claimed that leaving the CCR increased T&N's
liability, Mr. Tacconelli tells the Court.  "However, [Mr.]
Hanly's earlier submission on behalf of the Debtors does not
identify T&N's leaving the CCR as a factor in T&N's increased
asbestos liability.  Instead, "untrammeled screenings of
marginally exposed people and the dumping of tens of thousands of
cases into the system caused the tort system to be distorted."

During his testimony, Mr. Hanly said that the publication in 2000
of a book regarding T&N's "corporate conduct" by a British
journalist named Geoffrey Tweedale had a "very material impact"
on T&N's liability, Mr. Tacconelli notes.  "Hanly's testimony
does not identify any personal injury plaintiffs' lawyer who ever
referred to the Tweedale book.  Moreover, Hanly's prior
submission in October 2001 makes no reference to the publication
of the Tweedale book."

                Incidence of Asbestos Related Disease
                       is Steadily Decreasing

Mr. Tacconelli asserts that the PD Committee's medical expert,
Dr. Hans Weill, established that:

    -- the medical incidence of asbestosis is declining, but there
       is a phenomenon of over-diagnosis of asbestosis by
       plaintiff-selected B-readers;

    -- the incidence of mesothelioma in the United States is
       decreasing;

    -- the incidence of asbestos-caused lung cancer in the United
       States is decreasing; and

    -- other cancers cannot be conclusively linked to asbestos
       exposure.

                       Dr. Peterson's Estimate

Mr. Tacconelli points out that there are numerous other estimates
of T&N's pending and future asbestos liability, aside from that
of Drs. Mark Peterson and Robin Cantor.  Mr. Tacconelli notes
that among these estimates, Dr. Peterson's $11.1 billion is far
higher than any other estimate.

The U.K. Pension Trustee has estimated T&N's liability to range
between $2.1 and $5.1 billion, Mr. Tacconelli contends.  "Dr.
Peterson himself originally estimated T&N's liability as $6.7
billion, and then revised that estimate to $5.6 billion before
arriving at his $11.1 billion estimate."

Mr. Tacconelli adds that using T&N's historical claims values,
Dr. Peterson estimates T&N's pending and future liability as $3.6
billion.  "Dr. Cantor's base case estimate is $2.5 billion, but
she also provided a sensitivity analysis, which showed T&N's
liability at $3.4 billion."

Thus, Mr. Tacconelli asserts, Dr. Peterson's estimate is flawed,
his claim values are overstated and he forecasts unsustainable
claiming rates.

In addition, Mr. Tacconelli points out, the Debtors have filed
multiple reports with the Securities and Exchange Commission
estimating T&N's pending and future asbestos liability far below
Dr. Peterson's estimate.

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)


FREDERICK MCNEARY: APC Partners Wants Leave to Investigate Deals
----------------------------------------------------------------
APC Partners II, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to investigate and
possibly bring avoidance actions on behalf of Prestwick Chase Inc.

APC Partners is a secured creditor holding mortgages, assignments
of rent and other liens against real property and assets owned by
Prestwick and Frederick J. McNeary.  Mr. McNeary is the CEO and
majority shareholder of Prestwick Chase, Inc.

The New York State Supreme Court, Saratoga County, recently
determined that Mr. McNeary together with Prestwick Chase owes APC
$4.2 million.

                  Possible Avoidance Actions

According to APC, Prestwick made payments to Adirondack Trust,
Capital Bank, Partners Trust Bank and Realty USA which were
applied to personal loan obligations of Mr. McNeary.

Mr. McNeary explains he borrowed money from the banks and loaned
it to Prestwick.  Prestwick making payments to his creditors is
like making payments on the loans to the Banks, Mr. McNeary told
APC.

APC believes the transaction is avoidable pursuant to Section
549(a) of the Bankruptcy Code.  Prestwick, APC says, does not
intend to pursue the matter.

The lender also wants to investigate the $5,900 water and sewer
services payments that Mr. McNeary's company -- Putna Brook Inc.
-- receives from Prestwick.  APC contends the transaction violates
the Forbearance Agreement entered by Prestwick, Mr. McNeary and
APC's predecessor BSNB.  The agreement prohibits direct or
indirect payments by Prestwick to the McNeary family without the
lender's consent.

In relation to Mr. McNeary's chapter 11 filing, APC wants to
investigate whether the 2003 Financial Statement submitted by the
McNeary couple reflects the true market value of their properties.
Further, APC wants to establish the correct equity interests held
by the McNearys in Prestwick and in Putnam.

Lemery Greisler LLC represents APC Partners.

Headquartered in Saratoga Springs, New York, Prestwick Chase, Inc.
-- http://www.prestwickchase.com/-- offers senior housing
and independent living as an alternative to home ownership.  The
Company filed for chapter 11 protection on March 11, 2005 (Bankr.
N.D.N.Y. Case No. 05-11456).  Robert J. Rock, Esq., at Albany, New
York, 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.

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.


GBM HOLDING: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: GBM Holding Company of Baton Rouge, LLC
        1720 Kaliste Saloom Road, Suite 2 D
        Lafayette, Louisiana 70508

Bankruptcy Case No.: 05-12354

Type of Business: The Debtor is an affiliate of Behavioral
                  Hospital of Baton Rouge, LLC, which filed for
                  chapter 11 protection on Jun. 16, 2005 (Bankr.
                  M.D. La. Case No. 05-12036) with Honorable
                  Douglas Dodd presiding.  Behavioral Hospital's
                  chapter 11 filing was reported in the Troubled
                  Company Reporter on June 20, 2005.

Chapter 11 Petition Date: July 12, 2005

Court: Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: John C. Anderson, Esq.
                  Anderson law Firm, LLC
                  8641 United Plaza Boulevard, Suite 200
                  Baton Rouge, Louisiana 70809
                  Tel: (225) 926-5500
                  Fax: (225) 926-5577

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Marion Alessi                 Building leased by        $350,000
8700 Florida Boulevard        Behavioral Hospital
Baton Rouge, LA 70815         of Baton Rouge

First Bank & Trust                                       Unknown
909 Poydras Street
New Orleans, LA 70112


GS MORTGAGE: Fitch Lifts Rating on $28.2MM Certs. One Notch to B
----------------------------------------------------------------
Fitch Ratings upgrades GS Mortgage Security Corp. II 1998-GL II
commercial mortgage pass-through certificates:

     -- $91.6 million class B to 'AAA' from 'AA+';
     -- $84.6 million class C to 'AAA' from 'A+';
     -- $98.6 million class D to 'AA+' from 'BBB+';
     -- $70.5 million class E to 'A+' from 'BBB-';
     -- $63.4 million class F to 'BBB-' from 'BB';
     -- $28.2 million class G to 'B' from 'B-'.

In addition, these classes are affirmed by Fitch:

     -- $81.5 million class A-1 'AAA';
     -- $694.3 million class A-2 'AAA';
     -- Interest-only class X 'AAA'.

The upgrades are due to improved performance of the underlying
collateral and the defeasance of the Showcase loan (5.6%) The
Fitch stressed weighted average debt service coverage ratio for
the non-defeased loans has risen to 1.70 times (x) from 1.50x at
issuance.  As of the June 13, 2005 distribution date, the pool
balance is $1.2 billion, a 14% reduction from issuance, the result
of the ongoing loan amortization.  Two of the original 10 loans
are defeased, representing 14.6% of the pool.  Seven of the non-
defeased loans have investment grade credit assessments.

Five loans representing 60% of the transaction are cross-
collateralized and cross-defaulted mini-pools.  The transaction's
collateral concentrations are as follows: hotel: 33%; cold
storage: 28.7%; retail 11.9%; and office: 11.7%.

Both of the two pools of limited service hotels, the Tharaldson A
and B loans, have demonstrated increases in net cash flow since
issuance. Largely due to amortization, the year-end 2004 DSCR on
the A pool has risen to 2.01x from 1.67x at issuance, and the YE
2004 DSCR on the B pool has improved to 1.98x from 1.66x at
issuance.

The cold storage collateral consists of the URS (18%) and
Americold (10.6%) pools.  The NCF on both pools has declined since
issuance.  However, due to amortization, both pools have
experienced an increase in DSCR. The DSCR for the URS pool is
1.44x. For the Americold pool it is 1.70x.

The Green Acres Mall in Valley Stream, NY has experienced a 30%
increase in NCF since issuance and is currently 89% occupied.  The
YE 2004 DSCR is 1.95x compared to 1.36x at issuance.

Both of the office loans, The One Commerce Square loan on a CBD
Philadelphia Class A office property, and the Crystal Gateway
portfolio of three office buildings in the Arlington, VA Pentagon
submarket, are demonstrating above average performance in their
respective markets.

The Philadelphia property has very little exposure to near-term
lease rollovers, and a small exposure to above-market rents.  The
same is true for the Crystal Gateway portfolio where most of the
in-place rents are at, or slightly below, the current market
rents, while the average occupancy in the buildings exceeds the
market by 6%. At YE 2004, One Commerce Square was 94% occupied and
had a DSCR of 1.43x vs 1.14x at issuance. The Crystal Gateway
portfolio had an overall vacancy of 6% and a DSCR of 1.86x vs 1.36
at issuance.

The Marriott Desert Springs hotel, which suffered a precipitous
drop in income several years ago due to new competition in the
market, appears to be recovering as a result of property
improvements undertaken by the borrower.  The revenue per
available room has improved over the course of the past 15 months,
with the first quarter 2005 RevPar showing a 10% increase over the
same period in 2004.  The YE 2004 DSCR for this property was
1.33x, up from 1.28x on June 30, 2003.  At issuance, the DSCR for
this loan was 1.71x. The credit assessment on this loan was
lowered to below investment grade in November 2003.

According to a report prepared by Smith Travel Research, both the
subject and its peer group of competitors have experienced
increases in RevPar and occupancy in 2004 compared to 2003.
However, in addition to higher occupancy rates and higher room
rates, the subject has achieved RevPar more than 10% higher than
its peer group.  The Dessert Springs Marriott has recently
refurbished its ballroom/convention space, and is in year two of a
three-year lobby renovation which will increase lobby retailers.
In addition, the hotel has an extensive plan to renovate its spa
facilities in 2006.

Both the Pier 39 loan and the Showcase loan have been defeased.


GT BRANDS: Gaiam to Acquire GoodTimes' Assets in 363 Sale
---------------------------------------------------------
Gaiam, Inc. (Nasdaq: GAIA) signed a definitive agreement to
acquire substantially all of the assets of GoodTimes
Entertainment, an affiliate of GT Brands Holdings LLC, pursuant to
Section 363 of the U.S. Bankruptcy Code.

GT Brands and six affiliates including GoodTimes Entertainment
filed for bankruptcy protection on July 11, 2005, in the U.S.
Bankruptcy Court for the Southern District of New York.

With the acquisition of GoodTimes Entertainment, Gaiam expects to
generate over $200 million in annual revenues and, in addition to
its television and theatrical distribution, Gaiam's home media
will be carried by over 40,000 retail stores in U.S., which will
be the widest direct distribution coverage in the country for any
content provider.  Gaiam also expects to distribute 20 million
catalogs per year and have approximately 7 million direct
customers.

Following the acquisition, Gaiam will be one of the top ten
studios based on overall DVD market share and will have the sixth
largest market share, ahead of major studios such as Twentieth
Century Fox, Universal, Columbia Tristar and MGM, for all non-
theatrical DVDs, according to data provided by Nielsen Videoscan.
In the Company's core wellness/fitness category, Gaiam will extend
its leading market share to approximately 37%.

"GoodTimes Entertainment is a perfect strategic fit for Gaiam,"
said Lynn Powers, President.  "We are uniquely positioned to
leverage our existing direct and retailer infrastructure, as well
as capitalize on their expertise in direct response TV and
subscription clubs, to double the revenue in our direct business.
Their complementary library of titles in health and fitness, along
with their children's and theatrical titles, can be leveraged
across our specialty retail distribution, including our 4,300
existing store-within-store relationships."

"We believe that this acquisition will complement our accelerating
internal growth," said Jirka Rysavy, Chairman and Chief Executive
Officer.  "Our focus on media sales, especially our DVD market
share, is working.  Our successful penetration of specialty
retailers, combined with GoodTimes Entertainment's strength in
mass market, will create an ideal distribution platform for
independent films and other home video titles."

Gaiam's agreement to acquire substantially all of GoodTimes
Entertainment's assets for $40 million in cash (subject to certain
adjustments) and assumption of certain liabilities is subject to
approval of the U.S. Bankruptcy Court for the Southern District of
New York.  Gaiam expects to close the transaction by the end of
the third quarter.  The acquisition will be financed by existing
cash and, if necessary, borrowings under Gaiam's credit facility.
Gaiam recently increased its cash position with the sale of Class
A unregistered common stock to funds advised by Prentice Capital
Management.

GoodTimes Entertainment is a media company that creates and
distributes entertainment programming and home video products
through various channels, including television, theaters,
retailers and the Internet.  GoodTimes Entertainment's library
contains approximately 2,000 titles, including wellness franchises
such as The Firm and Tae Bo, children classics such as Benji and
numerous theatrical releases.

Headquartered in New York, New York, GT Brands Holdings LLC,
supplies home video titles to mass retailers.  The Debtors also
develop and market branded consumer, lifestyle and entertainment
products.  The Company and its affiliates filed for chapter 11
protection on July 11, 2005 (Bankr. S.D.N.Y. Case No. 05-15167).
Brian W. Harvey, Esq., at Goodwin Procter LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they estimated between
$50 million to $100 million in assets and more than $100 million
in debts.


GT BRANDS: Wants Court to Approve Sale & Severance Program
----------------------------------------------------------
GT Brands Holdings LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
their Sale Bonus and Severance Program.  The Debtors' board of
managers recognizes that the businesses depend to a significant
extent upon the continued employment, active participation and
dedication of the key employees covered under the program.

According to GT Brands, these key employees hold creative and
business skills that are crucial elements of the Debtors' ability
to develop and market successful products.  The Debtors also need
these employees to help facilitate the proposed sale of
substantially all of their assets to Gaiam, Inc.

Other employees of the Debtors have already left after learning of
the proposed sale of the assets.  The Debtors need several key
employees to be fully focused on continuing to operate their
businesses and effecting a smooth transition to the successful
buyer of the assets.  Without an incentive, these key employees
will be distracted by the need to find new employment.

GT Brands' prepetition secured lenders agreed to carve out all
payments under the incentive program from their collateral.  The
sale bonus pool is estimated at $907,500.

Key employees who will not be hired by the successful purchaser
will receive pro rata shares on the severance pool:

        Designation                Total Severance Pool
        -----------                --------------------
        Senior Executives               $746,154
        Senior Management               $501,279
        Professional & Managerial       $279,364

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.


GT BRANDS: Wants Ordinary Course Professionals to Continue
----------------------------------------------------------
GT Brands Holdings LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to continually retain professionals it turns to in the
ordinary course of its business without bringing formal employment
applications to the Court every time.

In the day-to-day performance of their duties, the Debtors
regularly call upon various professionals, including attorneys,
accountants, actuaries and consultants carrying out their assigned
responsibilities.

Because of the nature of the Debtors' businesses, it would be
costly, time-consuming and administratively cumbersome to require
each Ordinary Course Professional to file and prosecute separate
employment and compensation applications.  The Debtors submit that
the uninterrupted service of the Ordinary Course Professionals is
vital to their ability to reorganize.

The Debtors assure the Court that no payment to an ordinary course
professional will exceed $25,000 per month.

Although some of these Ordinary Course Professionals may hold
minor amounts of unsecured claims, the Debtors do not believe that
any of them have an interest materially adverse to the Debtors,
their creditors or other parties-in-interest.

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.


HANLEY WOOD: Moody's Rates Proposed $352 Million Facilities at B2
-----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Hanley Wood
LLC's proposed senior secured credit facilities.  Full details of
the rating action are:

   * $60 million senior secured revolving credit facility,
     due 2011 -- B2

   * $260 million senior secured term loan facility,
     due 2012 -- B2

   * $32 million senior secured delayed draw term loan facility,
     due 2012 -- B2

   * Corporate Family rating (formerly Senior Implied) -- B2

The rating outlook is stable.

The ratings reflect:

   * the risks associated with Hanley Wood's high financial
     leverage;

   * the dependence of its business to the real-estate;

   * housing and construction industries;

   * its highly acquisitive management team;

   * the formidable competition it faces from rival trade show
     operators and publishers within some of its niche markets;
     and

   * its dependence upon FedEx Corp. (SR Baa2) for a significant
     level of sales.

Moody's considers that the company's focus on free circulation
magazines results in a relatively low contribution from
circulation-based revenues and a vulnerability to advertising
driven business.  In addition, the ratings recognize Hanley Wood's
ability to generate free cash flow and the value and severability
ascribed to its portfolio of titles.

The stable outlook reflects the diversification of Hanley Wood's
customer base and its proven record of weathering prior recessions
in the housing and construction markets.

The senior secured credit facility is rated at parity with the
Corporate Family rating since senior secured debt represents the
predominance of the company's debt structure.  Senior secured
lenders benefit from a guarantee of FSA Holdings, LLC (holding
company) and each of Hanley Wood's material operating companies.
The guarantee will be supported by a pledge of the stock of Hanley
Wood's equity and substantially all of the assets of Hanley Wood
and its operating subsidiaries.  The company also plans to issue
$115 million in unrated senior subordinated notes which will be
guaranteed by the holding company and operating companies and will
be secured on a senior subordinated basis by the same collateral
provided to senior secured lenders.

At the end of December 2004, Hanley Wood recorded $182 million of
consolidated debt and mandatorily redeemable preferred interests
($155 million in debt and $27 million in preferred interests)
representing a multiple of 4.1 times EBITDA ($44 million).

As a result of the proposed financing, Hanley Wood expects to
increase its funded debt at closing to $375 million, representing
a multiple of 8.4 times 2004 EBITDA.  Adjusting for cash flow from
the benefit of recent acquisitions, and adding back $3 million,
including payments to prior executives and owners, Hanley Wood
considers that its debt at closing will approximate 6.8 times
adjusted EBITDA.

According to Moody's estimates, and adjusting for the 2004
acquisitions and add-backs, the company can expect to record debt
of around 6.9 times EBITDA at the end of December 2005.

Moody's expects that Hanley Wood will enjoy adequate liquidity
post closing and does not expect that the company will have any
need to draw upon its $60 million senior secured revolving credit
facility.  However, the company will be permitted to draw under
its $32 million senior secured delayed draw facility to fund an
earnout payment between September 30, 2006 and December 30, 2006
if total leverage is less than 5.9 times on a pro forma basis.

EBITDA margins are expected to improve slightly from the 22%
margin recorded for 2004.  Moody's assumes top line growth of
close to 6%, with stronger performance of Hanley Wood's exhibition
and trade magazines offsetting weaker performance at its consumer
magazine and marketing businesses.

In June 2005, JP Morgan Partners LLC and Wasserstein & Co.
announced their plans to acquire Hanley Wood LLC from Veronis
Suhler Stevenson and management, in a transaction valued at $618
million or 14 times 2004 EBITDA.  Proceeds from the proposed
financing will be used, in conjunction with $265 million of common
equity, to purchase the equity of Hanley Wood LLC, to refinance
existing debt, and to cover estimated fees and expenses of $22
million associated with the proposed transaction.

Hanley Wood has experienced significant recovery following the
downturn in organic top line growth and EBITDA which it
experienced during 2002.  This recovery has been bolstered by
growth related to acquisition activity, including the National
Roofing Contractors Conference and The Meyers Group in 2004.

Although Hanley Wood has developed a broad-based leadership
position in the housing and construction media sector, it
continues to face formidable competition from a number of trade
shows and magazines, including some which enjoy greater
circulation/attendance than Hanley Wood's properties.  However,
the reputation of Hanley Wood's branded properties should help the
company defend market share from competitors, some of whom are
large multinationals with substantially greater financial
resources than Hanley Wood.

Over recent years, Hanley Wood has purchased a number of
exhibition, magazine, and marketing related properties.  In 2004
its acquisition activity more than consumed its free cash flow
generation.  Notwithstanding management's appetite for serial
acquisitions, Moody's contemplates that future free cash flow
generation will be largely applied to reduce leverage and the
rating leaves room for only modest tuck-in acquisitions.

The health of Hanley Wood's earnings can be viewed as a derivative
of the building and construction industries.  Ratings could be
upgraded or the outlook changed to a positive bias if advertising
spending by these sectors outpaces Moody's expectations.  Ratings
could be downgraded or the outlook changed to negative if less
buoyant levels of advertising spending lead to earnings pressure.

Headquartered in Washington, DC, Hanley Wood is a media company
serving the housing and construction industry.  The company
recorded sales of $195 million in 2004.


HYNIX SEMICONDUCTOR: Moody's Lifts Sr. Secured Notes' Junk Rating
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the senior
secured notes issued by Hynix Semiconductor Manufacturing America
Inc. to Ba3 from Caa2.  The rating action follows Moody's decision
to affirm the Ba3 corporate family rating (previously called
senior implied rating) of Hynix Semiconductor Inc., the majority
shareholder of HSMA, and remove it from provisional status.

Moody's considers that HSMA is one of the core assets of Hynix.
The off-take agreement with Hynix accounts for the major source of
revenue and cash flow for HSMA -- and its rating is therefore
based primarily on the credit quality of Hynix.

Moody's notes that Hynix has successfully raised US$500M in bonds
and US$750 million in syndicated bank loan to refinance debt due
in 2006, which has removed its refinancing risk.  Hynix will be in
a better position to develop its core competitiveness in dynamic
random access memory and NAND flash businesses.

With an improved capital structure and recovery in DRAM prices,
Moody's believes Hynix will continue to honour its semiconductor
die off-take agreement with HSMA, which is designed to ensure
minimum output rates at prices covering full cost plus a 17.5%
profit margin.  Moody's draws additional comfort that Hynix has
been current in relation to this off-take agreement.

Hynix Semiconductor Manufacturing America, Inc., headquartered in
Eugene, Oregon, is a special purpose vehicle dedicated to the
operation of a semiconductor fabrication line in Oregon.  Hynix
holds a majority stake in HSMA.

Hynix Semiconductor Inc., headquartered in Kyongki-do, the
Republic of Korea, is one of the world's leading memory
semiconductor manufacturers.


IMMACULATA COLLEGE: Co-Ed Costs Prompt S&P to Cut Rating to BB+
---------------------------------------------------------------
Standard and Poor's Ratings Services lowered its rating to 'BB+'
from 'BBB-' on the Chester County Health and Education Facilities
Authority, Pennsylvania's bonds, issued for Immaculata University,
reflecting financial risks, demand risks and the recent addition
of $23.5 million of new debt associated with the transition to a
co-educational institution.  The outlook is stable.

"Although Immaculata has enjoyed a history of small surpluses for
the past five years, it recently more than doubled its debt and is
planning for deficits averaging $3 million annually in 2005 and
2006 due to increased costs associated with the conversion to a
co-educational institution," said Standard & Poor's credit analyst
Jessica Matsumori.

"Separately, enrollment in the full-time undergraduate program has
declined for several years, to 422 in 2004," she added.  "However,
demand recently increased significantly following the decision to
become a co-educational institution, with 342 first-year students
expected for fall 2005, including 124 men."

Immaculata University, located in West Chester, Pennsylvania, was
founded in 1920 by the Sisters, Servants of the Immaculate Heart
of Mary.  The first Catholic college for women in the area, the
attractive, well-maintained campus sits on 165 acres approximately
20 miles west of Philadelphia.

The university has three colleges:

    * the College of Undergraduate Studies,
    * the College of Lifelong Learning, and
    * the College of Graduate Studies.

In 2003, the university's board of trustees voted to accept males
into the College of Undergraduate Studies beginning in fall 2005.
With this transition, the university will incur significant
additional expenses in order to provide housing, athletic
facilities and teams, and other resources for the incoming male
students.


IRVING TANNING: Confirmation Objections Must be Filed by July 20
----------------------------------------------------------------
The Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for
the District of Maine set July 20, 2005, as the deadline to file
written confirmation objections to Irving Tanning Company's Plan
of Reorganization.  Objections must be filed with:

         Clerk of the Bankruptcy Court
         U.S. Bankruptcy Court for the District of Maine
         202 Harlow Street, P.O. Box 1109
         Bangor, Maine 04402-1109

and served to:

         Michael A. Fagone, Esq.
         Bernstein, Shur, Sawyer & Nelson
         100 Middle Street, P.O. Box 9729
         Portland, Maine 04104-5029

As reported in the Troubled Company Reporter yesterday, the Court
approved the Debtor's Disclosure Statement and will consider
confirmation of the Debtor's Plan on July 22, 2005.

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

        Temporary Allowance of Claim for Voting Purposes

Creditors who want to seek temporary allowance of a claim for the
purpose of accepting or rejecting the Plan, must file their motion
by July 20, 2005.  A hearing to consider and determine all of
those Rule 3018(a) motions will be held on July 22, 2005.

                 Deadline for Receipt of Ballots

To be counted, ballots for accepting or rejecting the Plan must be
received by the Debtor's counsel, Michael A. Fagone, Esq., no
later than 4:00 p.m. (prevailing time in Bangor, Maine) on
July 21, 2005.  Ballots may also be submitted via facsimile
transmission to (207) 774-1127, provided that they are received on
or before the Voting Deadline.  Ballots may not be submitted by
electronic mail, and any ballot transmitted by electronic mail
will be disregarded.

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.


JENNIFER CONVERTIBLES: May 28 Balance Sheet Upside-Down by $3 Mil.
------------------------------------------------------------------
Jennifer Convertibles, Inc. (Amex: JEN) reported its unaudited
financial results for the third fiscal quarter ended May 28, 2005.

For the third quarter, revenue from continuing operations
decreased by 8.6% to $30.6 million from the $33.5 million reported
for the same period last year.  Last year's results were impacted
by the delivery of the backlog of orders not shipped in the prior
quarter increasing revenues for the third quarter.  For the nine-
month period, revenue from continuing operations decreased 11.2%
to $87.2 million from the $98.2 reported in the same period last
year.  Such decreases during the third quarter of fiscal 2005,
were impacted by the deflationary pressure in the furniture
industry caused by a change in the source of supply to China,
which reduced unit prices to customers.

In addition, the reduction in merchandise sales was affected by an
overall decline in demand within the furniture industry sector.
The decrease in merchandise sales directly impacted revenues from
home delivery and service contracts.

For the third quarter, net income was $1,373,000 compared to net
income of $1,283,000 for the same period last year.

The income for the third quarter included $2,000,000 from
collection of receivables, which had been reserved, from the
Private Company.  For the nine-month period, the net loss was
$6,455,000 compared to a net loss of $1,535,000 for the same
period last year.  The loss for fiscal 2005 included a write-down
of a deferred tax asset of $1.8 million, which represents
estimated future tax benefits, which may be realized when the
Company returns to profitability.

Operating margins from continuing operations decreased during the
current three and nine month periods to 28.7% and 26.8%,
respectively, compared to operating margins from continuing
operations of 31.7% and 29.6%, respectively, during the three and
nine month periods last year. The decrease is primarily
attributable to an increase in store occupancy costs, including
rent, combined with the decrease in revenues.

For the third quarter, selling, general, and administrative
expenses from continuing operations increased to 29.9% as a
percentage of revenue from continuing operations compared to 26.4%
for the same period last year. For the nine-month period, selling,
general and administrative expenses from continuing operations
increased to 32.5% compared to 29.4% for the same period last
year. These increases are primarily due to the reductions in
revenues.

During the third quarter, the Company closed one store in
Indianapolis, Indiana, one store in Miami, Florida and one
clearance center store in the metropolitan New York City area.
Revenues from these stores, exclusive of the clearance center
store in the metropolitan New York City, amounted to $446,000 and
$1,486,000 in the third quarters of fiscal 2005 and 2004,
respectively.  For the third quarter of fiscal 2005, the income
from operations of these stores was $48,000, including income
related to store closings of $31,000.  For the third quarter in
fiscal 2004, loss from operations of these stores amounted to
$100,000.

Commenting on the results for the quarter, Harley J. Greenfield,
Chief Executive of Jennifer said, "During our third fiscal
quarter, we continued to make progress as is evidenced by our
significant improvement in quarterly results compared to our last
three fiscal quarters.  Written sales continue to be strong which
should result in increased revenue in future periods."

                         Credit Facility

On July 11, 2005, the Company entered into a Credit Facility with
Caye Home Furnishings, LLC and its affiliates who is also a vendor
of the Company.  Under the credit facility the Company can draw
down up to $10 million for the purchase of merchandise from the
Lender subject to a formula based on eligible accounts receivable,
inventory and cash in deposit accounts.  The borrowings under the
Credit Agreement are due 105 days from the date goods are received
by the Company and bear interest at a rate of margin over prime
for borrowings outstanding more than 75 days.  If the borrowings
are not repaid after 105 days the interest rate will be prime plus
2.75%

The credit facility is collateralized by a security interest in
all of the Company's assets, excluding restricted cash and the
annuity contract.  Under the terms of the Credit Facility the
Company is required to maintain certain financial conditions at
the end of each fiscal quarter and annually.  The Credit Facility
also prohibits the Company from: incurring certain additional
indebtedness, liens, and certain guarantees; limits certain
investments, issuance of additional equity, and certain advances
or loans; restricts substantial asset sales, capital expenditures
and cash dividends.

The Company may terminate the Credit Agreement at any time, so
long as it has paid in full all outstanding amounts.  The Company
may also terminate the Credit Agreement if it has:

    (i) maintained a tangible net worth of at least $3.0 million
        for 180 days, and

   (ii) adjusted net earnings from continuing operations of either
        at least $2.0 million for four fiscal quarters.

Mr. Greenfield added, "The $2 million payment received during the
quarter from the Private Company, strengthened our financial
position.  We believe that this, together with the Credit
Agreement we received from Caye provides us with adequate working
capital. We now feel everything is in place to complete our turn
around and continue to report improving profitability."

Jennifer Convertibles is the owner and licensor of the largest
group of sofabed specialty retail stores in the United States,
with 183 Jennifer Convertibles(R) stores and 16 Jennifer Leather
stores.  As of May 28, 2005, the Company owned 174 stores and
licensed 25 (including 22 owned and operating stores by a private
company on a royalty free basis.)

At May 28, 2005, Jennifer Convertibles, Inc.'s balance sheet
showed a $3,494,000 stockholders' deficit, compared to a
$2,814,000 positive equity at Aug. 28, 2004.


KMART CORP: Ruth Clingan Gets Stay Lifted & Can Liquidate Claim
---------------------------------------------------------------
As previously reported, Ruth Clingan asked the U.S. Bankruptcy
Court for the Northern District of Illinois to lift the stay as to
Claim No. 30705 and allow her to liquidate her claim and obtain a
judgment against Jack Sharp.

Ruth M. Clingan is the surviving spouse of decedent Thomas R.
Clingan, on whose behalf she brought a complaint for medical
malpractice and wrongful death.  The complaint sought relief
against treating doctors as well as against Kmart Corporation,
through its pharmacy operation, and Jack C. Sharp, the pharmacist
employed by Kmart.

Ms. Clingan filed Claim No. 30705 asserting in excess of
$3,000,000 in damages.  The claim was submitted to mediation
process and Kmart later offered to compromise the claim for
$100,000.

                        *     *     *

The Court finds that Ruth Clingan has exhausted the personal
injury settlement procedures.  Accordingly, Judge Sonderby lifts
the automatic stay and the Plan Injunction to permit Ms. Clingan's
pending litigation in the State Court of Cobb County, Georgia, to
proceed to final judgment or settlement.  The Stay will remain in
effect with respect to any and all actions by Ms. Clingan to
execute on any final judgment or settlement against Kmart or any
of its property.

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)


KMART CORP: Court Strikes Donna Norton's Motion to Lift Injunction
------------------------------------------------------------------
Donna Norton asks the U.S. Bankruptcy Court for the Northern
District of Illinois to lift the automatic stay and injunction so
she can liquidate and prove her damages against Kmart Corporation
in the Fourth Judicial District Court of Utah County, in Utah.

Ms. Norton asserts an unsecured, disputed, unliquidated claim
against Kmart Corporation.

Ms. Norton is represented in the bankruptcy case by Kevin J.
Sutterfield, Esq., at Flickinger & Sutterfield, P.C., in Provo,
Utah.

                       *     *     *

The Court strikes Ms. Norton's request without prejudice because
it was filed without a hearing notice, as required by the Local
Rules for the United States Bankruptcy Court for the Northern
District of Illinois.

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 Access to PNC Bank's Cash Collateral
-----------------------------------------------------
Koen Book Distributors, Inc., asks the U.S. Bankruptcy Court for
the District of New Jersey for authority to use cash collateral
securing repayment of loan obligations to PNC Bank, N.A, and to
Robert H. Koen.

The Debtor needs access to the cash collateral to fund its day-to-
day business operations.  Absent the use of cash collateral, the
Debtor's estate will suffer irreparable harm.  Koen Book says its
most pressing need is its payroll obligation to its employees.
The employees hold prepetition wage and benefit claims aggregating
$79,500.

The Debtor will use the money in accordance with a budget which
will be filed with the Court on a later date.

                          PNC Loan

The Debtor and PNC Bank entered into a loan agreement dated
Nov. 29, 2001.  The Bank provided Koen Book a $7.1 million
revolving credit and $14 million in notes.  The loans are secured
by security interests in the Debtor's accounts, inventory,
equipment, general intangibles and all proceeds.

On July 7, 2005, the Bank declared Koen in default of the loan
covenant.  As a result, the Bank terminated all commitments under
the notes, accelerated the sums due under the notes and demanded
immediate payment of the balance due and turnover of the
collateral.

                       Subordinate Loan

Robert H. Koen, sole officer, director and shareholder of the
Debtor, asserts a security interest in Koen Book's accounts
receivable, inventory, machinery and equipment on account of a
$300,000 loan.  The debt is subordinated to the security interest
held by PNC.

                       Adequate Protection

The Debtor tells the Court it will grant PNC Bank and Mr. Koen
adequate protection on terms and conditions approved by the Court.
The Debtor, however, did not disclose in Court papers what the
replacement security interests will be.

Headquartered in Moorestown, New Jersey, Koen Book Distributors,
Inc. -- http://www.koen.com/-- is a book wholesaler specializing
in bestsellers and independent press titles.  The company 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 Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and debts.


LENNOX INT'L: Renews & Amends Existing Credit Facility
------------------------------------------------------
Lennox International Inc. (NYSE: LII) renewed and amended its
revolving credit facility.  The $400 million facility has a
maturity date of July 8, 2010.  The facility is provided by a
group of 18 banks, with Bank of America, N.A. and JPMorgan Chase
Bank, N.A. acting as co-agents, and with Bank of America
Securities LLC and J.P. Morgan Securities, Inc., acting as joint
lead arrangers.  LII will use the credit facility for general
corporate purposes.

Lennox International, Inc. -- http://www.lennoxinternational.com/
-- manufactures and markets a broad range of products for heating,
ventilation, air conditioning, and refrigeration (HVACR) markets,
including residential and commercial air conditioners, heat pumps,
heating and cooling systems, furnaces, prefabricated fireplaces,
chillers, condensing units, and coolers.  Lennox has solid
positions in its equipment markets, with well-established brand
names, as well as products spanning all price points.  Price
competition and maximum geographic coverage are of particular
importance in the U.S. residential sector, as there is often
little perceived difference in equipment quality among competing
brands. Absent acquisition activity, the five leading player's
U.S. residential market shares tend to experience little change.

                         *     *     *

Lennox International's 6-1/4% senior convertible subordinated
notes due June 1, 2009, carry Moody's Investors Service's and
Standard & Poor's single-B ratings.


LEVI STRAUSS: May 29 Balance Sheet Upside-Down by $1.2 Billion
--------------------------------------------------------------
Levi Strauss & Co. reported financial results for the second
quarter ended May 29, 2005, and filed its second-quarter 2005 Form
10-Q with the Securities and Exchange Commission.  Results for the
quarter show key financial improvements, including improved gross
profit, a $66 million increase in operating income to $145 million
and a $21 million increase in net income to $27 million on
slightly lower net sales compared to the same period last year.

Second-quarter 2005 net sales were $944 million compared to
$959 million for the second quarter of 2004, a decrease of 1.6% on
a reported basis and 4.4 percent on a constant-currency basis.

The sales decrease was driven primarily by:

    * strategic actions taken in fiscal 2004 to streamline the
      number of U.S. Levi's(R) and Dockers(R) product offerings,

    * lower sales of U.S. Dockers(R) women's products,

    * the impact of lower sales in Europe resulting from a change
      in the region's spring/summer sell-in calendar, and

    * a declining retail environment across Europe.

These were partially offset by continued growth of the Levi's(R)
brand in Asia.

Net income for the quarter increased to $27 million compared to
net income of $6 million in the same quarter of 2004.  The
improvement was due primarily to a $66 million increase in
operating income, partially offset by a $43 million loss on early
retirement of debt related to refinancing activities and higher
income taxes.

"We're right where we expected to be midpoint in the year," said
Phil Marineau, chief executive officer.  "Our top line is stable
and profits are up.  Consistent with our primary focus this year,
we are delivering increased operating income and stronger net
income.  Sales for the first six months are slightly improved over
the same period last year.  Following a strong first quarter, our
second-quarter performance in the United States paralleled U.S.
retail trends.  Sales were weaker in March and April, followed by
improved results in May.  Europe declined this quarter due, in
part, to the region's weak retail environment, while Asia Pacific
continued to deliver strong double-digit growth.  With solid year-
to-date results, I believe the company is well positioned going
into the back half of the year."

Gross profit increased $25 million to $437 million compared to
$413 million in the second quarter of 2004. The gross margin
improved 340 basis points to 46.4% of sales for the second quarter
compared to 43.0% of sales in the same quarter last year.  The
gross margin in the 2005 period benefited from sales of higher-
margin premium products in Europe and Asia, a favorable mix of
more profitable core products, lower sales allowances in the
United States, lower product sourcing costs, lower inventory
markdowns and stronger foreign currencies.

Operating income for the quarter increased 84% to $145 million, or
15% of net sales, compared to $79 million, or 8% of net sales, for
the same period of 2004.  The improvement in operating income was
primarily driven by the factors noted above as well as increased
royalty income from licensees.

As of May 29, 2005, total debt, less cash was $2.11 billion
compared to $2.02 billion at the end of fiscal year 2004, an
increase of approximately $84 million.  The increased net debt is
primarily attributable to costs associated with debt refinancing
actions this year, interest and incentive payments, cash taxes and
payments for restructuring actions.

"We are pleased with our financial performance so far this year.
The results show that we are accomplishing our goal of increasing
profitability while maintaining sales stability," said Hans Ploos
van Amstel, chief financial officer.  "Timing shifts that
benefited sales in the first quarter were offset this quarter;
however, I believe our year-to-date results show that we are
delivering a strong, sustainable performance.  We are carefully
managing our business to allow us to invest higher operating
profits from the first six months into building our brands through
additional marketing and promotional activities during the second
half of the year."

Levi Strauss & Co. is one of the world's leading branded apparel
companies, with sales in more than 110 countries.  Levi Strauss
designs and markets jeans and jeans-related pants, casual and
dress pants, tops, jackets and related accessories for men, women
and children under its Levi's(R), Dockers(R) and Levi Strauss
Signature(R) brands. Levi Strauss also licenses its trademarks in
various countries throughout the world for accessories, pants,
tops, footwear, home and other products.

At May 29, 2005, Levi Strauss & Co.'s balance sheet showed a
$1,292,606,000 stockholders' deficit, compared to a $1,370,924,000
deficit at Nov. 28, 2004.


LORAL SPACE: 95% of Creditors Voted in Favor of Chapter 11 Plan
---------------------------------------------------------------
More than 95% of Loral Space & Communications Ltd. and its debtor-
affiliates' creditors voted in favor of the Debtors' Plan of
Reorganization, Bloomberg News reports.

The Bankruptcy Code requires that creditors holding at least two-
thirds in amount and more than one-half in number must accept a
plan before it is considered for confirmation.

According to Bloomberg, creditors who are owed almost $1.4 billion
voted in support of the plan while creditors holding $24 million
in claims voted against it.

Judge Robert Drain will consider approval of the plan this week.

As previously reported in the Troubled Company Reporter on June 2,
2005, the Plan, which revises the terms of a plan previously filed
on December 5, 2004, reflects an agreement among the Company, the
Creditors' Committee and the Ad-Hoc Committee of Space
Systems/Loral (SS/L) trade creditors on the elements of a
consensual plan of reorganization.  It is subject to confirmation
by the Bankruptcy Court.  The Plan provides, among other things,
that:

   -- Loral's two businesses, satellite manufacturing (New SS/L)
      and satellite services (New Skynet), will emerge intact as
      separate subsidiaries of reorganized Loral (New Loral).

   -- New SS/L will emerge debt-free and continue its current
      activities, including completion of all satellites under
      construction or on order, and active pursuit of additional
      new awards.

   -- New Skynet will continue to provide transponder leasing,
      network and professional services to current and prospective
      customers.

   -- New Loral will emerge as a public Company under current
      management and will seek listing on a major stock exchange.

   -- Holders of allowed claims against SS/L and Loral SpaceCom
      will be paid in full in cash, including interest from the
      petition date to the effective date of the Plan.

   -- Loral Orion unsecured creditors will receive approximately
      80 percent of New Loral common stock and their pro rata
      share of $200 million of preferred stock to be issued by New
      Skynet.  These creditors also will be offered the right to
      subscribe to purchase their pro-rata share of $120 million
      in new senior secured notes of New Skynet.  This rights
      offering will be underwritten by certain Loral Orion
      creditors who will receive a fee which may be payable in
      additional New Skynet notes.

   -- Loral bondholders and certain other unsecured creditors will
      receive approximately 20 percent of the common stock of New
      Loral.

   -- Loral's existing common and preferred stock will be
      cancelled and no distribution will be made to the holders of
      such stock.

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

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


MERIDIAN AUTOMOTIVE: Gets Court OK to Release JPMorgan From Claims
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
authority to Meridian Automotive Systems, Inc., and its debtor-
affiliates to release JPMorgan Chase Bank, M.A., as administrative
agent, and the existing lenders under the Revolving Credit, Term
Loan and Guaranty Agreement dated as of April 28, 2005, from all
claims and causes of action.

As previously reported in the Troubled Company Reporter on
June 23, 2005, Edmon L. Morton, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, explains that the
termination of all liens and security interests in favor of
JPMorgan and the existing DIP Lenders is a condition precedent to
the effectiveness of the $75 million DIP financing facility with
Deutsche Bank Trust Company Americas, as agent.  The Release
includes a waiver of potential causes of action belonging to the
Debtors' estates.

As previously reported in the Troubled Company Reporter on
July 1, 2005, Meridian Automotive Systems, Inc., received final
approval from the United States Bankruptcy Court for the District
of Delaware for a new $75 million debtor-in-possession financing
facility arranged by Credit Suisse First Boston.  CSFB is agent
and a holder of Meridian's pre-petition First Lien debt.

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

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


MIRANT CORP: Gets Court Nod to Enter into Anker Amended Coal Deals
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Mirant Corporation and its debtor-affiliates permission to enter
into amended coal deals with Anker Energy Corporation.

As reported in the Troubled Company Reporter on June 20, 2005,
Mirant Americas Energy Marketing, LP, and Anker Energy are parties
to two Coal Transaction Confirmations, both dated February 28,
2003.  MAEM agreed to purchase coal from Anker during the period
from February 15, 2003, through December 31, 2005.

Anker was required to deliver coal to MAEM for each calendar year
during the Original Term from its Anker Sentinel mine at a price
per ton that escalated annually.  Anker was also required to
deliver coal to MAEM from its Anker Sawmill at an annually
escalating per-ton price.

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
related that Anker consistently delivered coal in amounts less
than originally set.  Anker would deliver the deficient amounts at
a later date but at the same purchase price.

The Debtors told the Court that MAEM suffered losses attributable
to the under-deliveries.

Subsequently, MAEM and Anker have negotiated with regard to
certain commercial terms, including the price and the resolution
of disputes concerning certain quantity and delivery obligations
under the Original Confirms.

The Debtors sought and obtained the Court's authority to assume
the Original Confirms and enter into and perform under an Amended
and Restated Coal Transaction Confirmation.

The Amended Confirm documents a restructuring of the existing
financial settlements, delivery obligations and scheduling
requirements between MAEM and Anker under the Original Confirms
and amends, restates and replaces the Original Confirms.  Under
the Amended Confirm, Anker will deliver coal to MAEM from its
Anker Sawmill for a period beginning on June 1, 2005, and ending
on December 31, 2007.

The Amended Confirm includes a provision that remedies the current
problems concerning the under-deliveries by Anker.  The "Carry
Over Tonnage" provision applies if the actual tons of coal
delivered by Anker during the Amended Term are less than the
quantities agreed on by the parties.  Pursuant to the provision,
Anker agrees to sell and MAEM agrees to purchase coal in an amount
equal to the difference between the tons contracted and the tons
actually delivered.  MAEM will pay the price per each ton
delivered which was applicable during the period in which delivery
failed to occur.

The Amended Confirm also allows MAEM to assign the Amended
Confirm to Mirant Energy Trading, LLC, without any prior written
consent from Anker.  Pursuant to the assignment, MAEM will be
relieved of the obligations it incurred before the effective date
of the assignment or in the event it fails to perform under the
Amended Confirm after the assignment occurs.

                    Agreements Filed Under Seal

The Debtors filed under seal the related documents of the coal
transaction:

    (1) Amended and Restated Coal Transaction Confirmation, dated
        June 6, 2005;

    (2) Coal Transaction Confirmation dated February 28, 2003,
        Trade ID No. SEMA00760302; and

    (3) Coal Transaction Confirmation dated February 28, 2003,
        Trade ID No. SEMA00770302.

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)


NCD INC: Files for Chapter 11 Protection in Arizona
---------------------------------------------------
NCD Inc., an Arizona-based car wash operator, filed for chapter 11
protection in the U.S. Bankruptcy Court for the District of
Arizona on July 13, 2005.

The Debtor tells the Court that its three secured creditors that
are oversecured are:

      Creditor                          Approx. Debt
      --------                          ------------
      GE Commercial Finance
      Business Property Corp.             $2,700,000

      Ameresco                            $5,000,000

      Citicorp                            $2,500,000

Headquartered in Glendale, Arizona, NCD Inc., owns and operates
three car wash services.  The Company filed a voluntary chapter 11
petition on July 13, 2005 (05-12659).  Danelle G. Kelling, Esq.,
at Jennings, Strouss & Salmon, PLC, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated between $10 million to $50 million in
assets and debts.

On Apr. 20, 2005, the Company's stockholder, Larry Bjurlin, filed
a voluntary chapter 11 petition pending before the Honorable
Charles G. Case (Bankr. Ariz. Case No. 05-06793)).  On May 30,
2005, a related entity, Bjurob, LLC, filed a voluntary chapter 11
petition pending before the Arizona Bankruptcy Court (Case No. 05-
09745).  Following the consolidation of the two bankruptcy cases,
the Court appointed Mark Roberts as chapter 11 trustee on June 7,
2005.


NCD INC: Case Summary & 39 Largest Unsecured Creditors
------------------------------------------------------
Lead Debtor: NCD Inc.
             5060 West Bell Road
             Glendale, Arizona 85308

Bankruptcy Case No.: 05-12659

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Bjurlin Associates II, Inc.                05-12688
      Bjurob, LLC                                05-09745

Type of Business: The Debtor owns and operates three car wash
                  services.  Bjurob, LLC, an affiliate, filed for
                  chapter 11 protection on May 30, 2005 (Bankr.
                  Ariz. Case No. 05-09745) with Honorable Charles
                  G. Case II presiding.  Larry Bjurlin, a
                  stockholder of NDC Inc., filed for chapter 11
                  protection on Apr.  20, 2005 (Bankr. Ariz. Case
                  No. 05-06793) with Honorable Charles G. Case II
                  presiding.  Larry Bjurlin's chapter 11 filing
                  was reported in the Troubled Company Reporter on
                  April 21, 2005.

Chapter 11 Petition Date: July 13, 2005

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtors' Counsel: Danelle G. Kelling, Esq.
                  Jennings, Strouss & Salmon, PLC
                  201 East Washington, 11th Floor
                  Phoenix, Arizona 85004
                  Tel: (602) 262-2601
                  Fax: (602) 495-2601

                          Estimated Assets     Estimated Debts
                          ----------------     ---------------
NCD Inc.                  $10 Million to       $10 Million to
                          $50 Million          $50 Million

Bjurlin Associates II,    Less than $50,000    Less than $50,000
Inc.

Bjurob, LLC               $1 Million to        $1 Million to
                          $10 Million          $10 Million

A. NCD Inc.'s 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Maricopa County Treasurer     Property taxes            $149,114
301 West Jefferson Street
Phoenix, AZ 85003

Chevron                       Branding proposal         $118,968
c/o Michael Armstrong
725 South Figueroa Street
Suite 2800
Los Angeles, CA 90017-5406

Arizona Complete              Food supplies              $94,308
6020 North 55th Avenue
Glendale, AZ 85301

Osborn Maledon                Attorney                   $85,226

Arizona Dept. of Revenue      Sales tax                  $25,692

Cochise Petroleum             Service                    $19,510

Auto Owners Insurance         Insurance                  $16,329

Clifton Gunderson LLP         Accounting services        $14,748

Bank One JP Morgan            Loans                      $14,134

Tri City                      Automotive parts            $6,652

Ferrellgas                    Propane Gas                 $6,349

Robert Half                   Accounting                  $6,000

City of Phoenix               City sales tax              $5,400

Superior Auto Extras          Supplies                    $5,199

Interstate Batteries          Automotive parts            $4,366

Bell Office Supply            Office supplies             $2,736

Pinnacle Chemical             Chemicals                   $2,429

Prudential Overall            Accounting                  $2,259

Bolin, Rubinski & M Otzko     Accounting                  $1,610


B. Bjurlin Associates II, Inc.'s Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Chevron                       Branding proposal          Unknown
c/o Michael Armstrong
725 South Figueroa Street
Suite 2800
Los Angeles, CA 90017-5409


C. Bjurob, LLC's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Washington County Bank                                $1,193,844
990 Helena Avenue North
Oakdale, MN 55128

Wells Fargo                                             $252,562
c/o Craig Boatwright
305 East Main
Mesa, AZ 85201

Osborn Maledon                Corporate Attorney         $85,226
c/o Jones Osborn
2929 North Central Avenue
Phoenix, AZ 85012

Arizona Complete              Food-retail                $27,869

Cochise Petroleum             Service on gas pumps       $19,510

CSK                           Automotive parts            $7,505

Ferrellgas                    Propane gas                 $6,349

Superior Auto Extras          Air fresheners &            $5,199
                              Accessories

Interstate Batteries          Automotive parts            $4,365

Greetings, Cards & Extras     Greeting cards              $3,828

Gilbarco                      Service pumps               $2,939

Pinnacle Chemical             Chemicals for car           $2,429
                              wash

Prudential Overall            Uniforms                    $2,259

MCO                           Gas pump repair             $1,790

Nationwide Gourmet            Food-retail                 $1,662

PT Tuning                     Automotive parts            $1,207

Blue Rhino                    Automotive parts              $884

Swisher                       Paper products                $783

Clearwater Beverage           Water-retail                  $780


ORGANIZED LIVING: Gets Court Nod to Hire Keen Realty as Consultant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio gave
Organized Living Inc. permission to employ Keen Realty, LLC, as
its special real estate consultant to advertise, market, negotiate
and coordinate the sale of its leaseholds.

As previously reported in the Troubled Company Reporter on
June 28, 2005, Keen Realty and the Debtor will meet, on a regular
basis, with representatives of the Committee to discuss matters
relating to the sale of any or all of the leaseholds, which
matters include prospective purchasers, the value of one or more
of the leaseholds and the Firm's actual or anticipated fees
relating to the sale of one or more of the leaseholds.

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.


OXFORD AUTOMOTIVE: Committee Has Until Aug. 22 to Object to Claims
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, extended until Aug. 22, 2005, the time within
which the Post-Effective Date Committee of Oxford Automotive,
Inc., and its debtor-affiliates can object to proofs of claim
filed by the North American General Unsecured Creditors.

The Court confirmed the Debtors' Second Amended Non-Consolidated
Plan on March 9, 2005.  The Plan took effect on March 24, 2005.

In addition, the Committee, The Oxford Investment Group, Inc.,
Selwyn Isakow and Solar Power International entered into a
stipulated order extending the time to which the Committee has to
object to any claims filed by the three creditors, until July 22,
2005.

Headquartered in Troy, Michigan, Oxford Automotive, Inc. --
http://www.oxauto.com/--is a Tier 1 supplier of specialized
metal-formed systems, modules, assemblies, components and related
services for the automotive industry.  Oxford's primary products
include structural modules and systems, exposed closure panels,
suspension systems and vehicle opening systems, many of which are
critical to the structural integrity and design of the vehicle.
The Company and its debtor-affiliates filed for chapter 11
protection on December 7, 2004 (Bankr. E.D. Mich. Case No.
04-74377).  I. William Cohen, Esq., at Pepper Hamilton LLP,
represents the debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$727,023,000 in total assets and $771,325,000 in total debts.  The
Court confirmed the Debtors' chapter 11 Plan on March 9, 2005, and
the Plan took effect on March 24, 2005.


PHELPS DODGE: Buying Back $384 Million of Outstanding 8-3/4% Notes
------------------------------------------------------------------
Phelps Dodge Corp. (NYSE: PD) commenced a tender offer for any and
all of its outstanding 8-3/4% notes due 2011.  The principal
amount of the debt outstanding is approximately $384 million.  The
notes were issued by Phelps Dodge Corp.

"Although we currently have a debt-to-capitalization ratio below
our target, a further reduction of debt due in 2011 would improve
our maturity profile and provide additional flexibility in
anticipation of financing our growth projects," J. Steven Whisler,
chairman and chief executive officer, said.

The offer is open until 5:00 p.m. New York City time on July 19,
2005, unless extended by Phelps Dodge.  The tender offer is not
conditioned on a minimum amount of 8-3/4% notes being tendered.

                     Tender Offer Details

The purchase price for each $1,000 principal amount of notes
tendered and accepted for payment pursuant to the offer will be
determined at 2:00 p.m. New York City time on July 18, 2005, as
described in the Offer to Purchase dated July 12, 2005, and will
be based on a yield to maturity equal to a fixed spread of 75
basis points plus the yield on the 5.0 percent, Aug. 15, 2011,
U.S. Treasury Bond.  The purchase price will be announced by press
release promptly after its determination.

Settlement of the tender offer is expected to occur on the first
business day following the expiration date.

Phelps Dodge will fund the tender offer with available cash.

Phelps Dodge has retained J. P. Morgan Securities Inc. to serve as
the dealer manager for the tender offer and Global Bondholder
Services Corp. to serve as the depositary and information agent
for the tender offer.

Information and assistance regarding the mechanics of the tender
offer and copies of the Offer to Purchase may be obtained by
calling Global Bondholder Services Corp. toll-free at 866-857-
2200, or collect at 212-430-3774.  Questions regarding the tender
offer may be directed to J. P. Morgan Securities at 866-834-4666.

This news release does not constitute an offer to purchase any
securities or a solicitation of an offer to sell any securities.
The tender offer is being made only pursuant to the Offer to
Purchase and only to such persons and in such jurisdictions as are
permitted under applicable law.

Phelps Dodge Corp. is one of the world's leading producers of
copper and molybdenum, the largest producer of molybdenum-based
chemicals and continuous-cast copper rod, and among the leading
producers of magnet wire and carbon black.  The company and its
two divisions, Phelps Dodge Mining Co. and Phelps Dodge
Industries, employ approximately 15,000 people worldwide.

                            *     *     *

As reported in the Troubled Company Reporter on March 29, 2005,
Moody's Investors Service upgraded Phelps Dodge Corporation's
senior unsecured ratings to Baa2 from Baa3.  Moody's also upgraded
the prospective ratings under Phelps Dodge's $600 million shelf
filing.  The upgrade is based on the improvement in Phelps Dodge's
capital structure and operating performance over the past three
years as the company's efforts to reduce debt were accelerated by
greatly improved copper and molybdenum prices over the past 18
months, and Moody's expectation that the company will be able to
sustain improved debt protection measurements over the
intermediate term.  The rating outlook is stable.

Ratings upgraded are:

Phelps Dodge Corporation:

   * Senior unsecured notes, to Baa2 from Baa3;

   * Shelf registration for senior unsecured debt, to (P)Baa2
     from (P)Baa3;

   * junior subordinated debt to (P)Baa3 from (P)Ba1;

   * cumulative preferreds, subordinated preferreds and
     jr. participating cumulative preferreds to (P)Ba1
     from (P)Ba2;  and

   * PD Capital Trust I and PD Capital Trust II guaranteed trust
     preferreds to (P)Baa3 from (P)Ba1.

Cyprus Amax Minerals Company:

   * Senior unsecured notes, legally assumed by Phelps Dodge, to
     Baa2 from Baa3


POGO PRODUCING: Acquisition Plan Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed Pogo Producing Company's ratings
under review for downgrade upon its announced expensive $1.8
billion acquisition of Northrock Resources from Unocal.  Pogo
expects to fund the acquisition with almost $1 billion of existing
cash (after all taxes), roughly $500 million in debt, and roughly
$300 million in convertible securities.  Pogo will soon decide
whether to issue convertible debt or convertible preferred stock
as well as other determining terms and conditions.

To fund the acquisition as planned, it is important for its
pending $820 million sale of Gulf of Thailand properties closes
before the Northrock closing date.  Though a major element in its
strategic plan to transform its property base, Pogo is paying a
high $16.82 per barrel of oil-equivalent for proven reserves and a
bit over $60,000/BOE of current daily production for a strategic
package that has underperformed in recent years.  Some of the
hoped for drilling upside is in geologically complex and/or deep
geologic horizons.  The fully loaded acquisition cost approximates
$17.70/BOE of total proven reserves.

The review will focus on:

   1) further review (including Pogo's internal engineering) of
      the producing and non-producing properties acquired by Pogo;

   2) final assessment of the pro-forma reserve and production
      mix;

   3) review of the pro-forma capital structure once Pogo settles
      on the amount and nature of convertible securities issued as
      part of the acquisition funding;

   4) second quarter 2005 production; and

   5) the pro-forma impact of Pogo's continuing stock buy-back
      activity.

Moody's will also review Pogo's internal engineering for
Northrock.  Moody's notes that management has historically been
fiscally conservative.

The acquisition of approximately 107.3 mmboe of reserves adds
roughly 30.2 mmboe of current production, of which roughly:

   * 40% is from southern Saskatchewan;

   * 21% from central Alberta; and

   * 39% is in Southern Alberta, including along the geologically
     complex Foothills trend.

The acquisition reduces Pogo's exposure to short-lived offshore
production to 26% of total pro-forma production, down from 52%
prior to the sale of the GOT properties.  Pro-forma proven
reserves would approximate 347 mmboe, of which roughly 87% would
be proven developed, and the pro-forma PD reserve life should rise
from approximately 6 years to 8 years.

While the acquired properties have exhibited negative production
and full-cycle cost trends under Unocal's mode of operation and
reinvestment priorities, and the acquisition is expensive by
several measures, it is nevertheless a conceptually logical
strategic step for Pogo.  In Moody's view, after its $820 million
sale of GOT properties, Pogo needed to make substantial
acquisitions to remain independent.  Moody's also believes it was
critical to rebalance to a greater proportion of onshore reserves
and production and a longer reserve life.  After many years of
being dominated by the fast and high cash consumption pace, the
reinvestment risk, and the comparatively greater operating
complexity of the major GOT and the Gulf of Mexico offshore
properties, Pogo now will produce approximately 74% of production
from onshore properties.

Based on the seller's third party audit of its internal
engineering, and assuming the $800 million is funded with $500
million in debt and $300 million of convertible securities, Pogo's
pro-forma debt on PD reserves jumps to $5.96/PD BOE (counting the
full convertible offering as debt).  In the event that Moody's
could grant 50% equity credit to the convertible security,
leverage on PD reserves would be $5.61/PD BOE.  Even granting 75%
equity credit to the convertibles would render $5.37/PD BOE of
leverage.  Each of those cases results in high leverage,
especially considering Pogo's escalated costs and pro-forma
organic volume trends.

The acquisition also pushes Pogo's pro-forma 2004 3 year average
all-sources reserve replacement costs up to a high $14.40/BOE, up
from 2004's $12.75/BOE three year average.  Including pro-forma
interest expense, preferred dividends (if any), and the new
reserve replacement cost figures, Pogo appears to carry roughly
$27/BOE of total full-cycle costs.  Pogo is coming off of a
difficult 2004, in which drillbit reserve replacement costs
exceeded $40/boe and extensions and discoveries replaced a very
low 27% of production.  While volume and cost trends remain
uncertain, Pogo does partially mitigate price risk by aggressively
hedging Northrock's production through 2007.

At this point, the GOT sale and Northrock acquisition are close to
EBITDA-neutral, production-neutral, and maintenance cash flow-
neutral.  The considerably greater pro-forma scale of reserves but
flat pro-forma production stems from the flush and short-lived
nature of the divested GOT properties relative to the less robust
but longer lived production of the Northrock properties.

In addition to adding considerable scale to Pogo's base, Northrock
boosts the pro-forma proportion of PD reserves, it lengthens
Pogo's PD reserve life from 6 years to 8 years by trading flush
GOT production for less robust but longer lived Northrock
production, and it trades the low average realized price on GOT
production for higher Canadian realized prices.  Pogo will now
generate 85% of its production from onshore properties.

The notable absence of common equity funding for Pogo's hallmark
acquisition, during a relatively strong sector equity market,
speaks to Pogo's:

   * relative equity underperformance;

   * effort to optimize its earnings per share and production per
     share statistics; and

   * likely equity market caution about the Northrock purchase.

Northrock underperformed under Unocal and, generally, the results
of a long series of major Canadian reserve acquisitions by U.S.
independents over nearly a decade was not always positive and in
some cases was especially damaging to the acquiring company.

Given Northrock's underperformance (production and 2004 reserve
replacement costs) under Unocal, and given Pogo's own weak
production, reserve replacement, and reserve replacement cost
trend, it may continue to be difficult for Pogo to mount
attractive pro-forma sequential quarter production trends at
competitive full-cycle costs.  If that continues, it would
continue to impact Pogo's relative equity performance.

Inherently, Moody's views such conditions to be a credit risk,
especially in an up-cycle, given the internal inducements and
external encouragements to buy back stock.  It appears that Pogo
has bought back somewhat over $200 million of common stock under
its announced program so far this year.

While clearly strategic and transforming for Pogo, the acquisition
takes place in the exceptionally competitive Canadian market, in
which the lower cost of capital of the Canadian unit trusts
provides a major competitive advantage in acquisitions.  To win
the opportunity for a privately negotiated acquisition, Pogo
needed to pay a price within the going range of recent Canadian
acquisitions that exceeded US$18/BOE per unit of acquired
reserves.  Northrock's size also placed it in the premium market
for strategic acquisitions by independent producers.

Pogo Producing Company is headquartered in Houston, Texas.


PONDERLODGE INC: Case Summary & 31 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ponderlodge, Inc.
        7 Shawmount Avenue
        Villas, New Jersey 0825

Bankruptcy Case No.: 05-32731

Type of Business: The Debtor operates a golf course.
                  See http://www.ponderlodge.com/

Chapter 11 Petition Date: July 13, 2005

Court: District of New Jersey (Camden)

Debtor's Counsel: D. Alexander Barnes, Esq.
                  Obermayer, Rebmann, Maxwell & Hippel LLP
                  20 Brace Road, Suite 300
                  Cherry Hill, New Jersey 08034
                  Tel: (856) 795-3300

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 31 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
BLX Capital, LLC                            Unknown
645 Madison Avenue
New York, NY 10022

Marian Asset Management                     Unknown
c/o Wearco
7242 Hollywood Road
Fort Washington, PA 19024

Anvil Construction                          Unknown
2817 South Hampton Road
Philadelphia, PA 19154

Dollar Financial Group                      Unknown
Eagle National Bank
8045 West Chester Pike
Upper Darby, PA 19082

K. Hovanian Shore Acquisitions              Unknown
110 Fieldcrest Avenue CN 7825
Edison, NJ 08818-7825

Susan Andreassi                             Unknown
c/o T. Quilan, R.A.
16 North Center Street, 2nd Floor
Merchantville, NJ 08109

Mark Andreassi                              Unknown
945 Taylorsville Road
Washington Crossing, PA 19077

BMB Funding, Inc.                           Unknown
The Pavilion, Suite 504
261 Old York Road
Jenkintown, PA 19046

Paul J. Winterhalter                        Unknown
1818 Market Street, Suite 3520
Philadelphia, PA 19103

Wearco, Inc.                                Unknown
7242 Hollywood Road
Fort Washington, PA 19024

James Brousard                              Unknown
456 Eaton Road
Drexel Hill, PA 19026

State of New Jersey S&U/GIT                 Unknown
Division of Taxation
1 Port Court, Suite 200
Attn: Cheryl Repici
Camden, NJ 08103

Internal Revenue Service                    Unknown
5218 Atlantic Avenue
Attn: R. Clarke
Revenue Office
Mays Landing, NJ 08003

Wells Fargo Equipment Finance, Inc.         Unknown
733 Marquette Avenue, Suite 700
Minneapolis, MN 555402

C.D.C. Inc.                                 Unknown
P.O. Box 2000
Chadds Ford, PA 19317-2000

Connective Power Delivery                   Unknown
5 Collins Drive, Suite 2048
Carneys Point, NJ 08069

Seton Turf Warehouse, LLC                   Unknown
120 Kings Highway
Maple Shade, NJ 08052

Fisher & Son Company, Inc.                  Unknown
237 East King Street
Malvern, PA 19355

Frederick W. Schmidt                        Unknown
106 North Main Street
Cape May Court House, NJ 08210

Verizon Information Systems                 Unknown
401 Route 73 North
Lake Center Executive Park
Marlton, NJ 08053

Anthony Funari                              Unknown
3 Shawmount Avenue
Villas, NJ 08251

Deltronics Corporation                      Unknown
22 Easterwood Street
P.O. Box 446
Millville, NJ 08332

Gold Cart Specialties                       Unknown
126 Industrial Parkway
Pottstown, PA 19464

Yellow Book Av.                             Unknown
Mid Atlantic
398 EAB Plaza
Uniondale, NJ 11556-0398

AT&T                                        Unknown
P.O. Box 2969
Omaha, NE 68126

Golf Etc.                                   Unknown
750 Consumer Square
Mays Landing, NJ 08330

KAI Custom                                  Unknown
P.O. Box 1808
Duxbury, MA 02331

Township of Lower                           Unknown
2600 Bayshore Road
Villas, NJ 08251

Township of Lower                           Unknown
2900 Bayshore Road
Villas, NJ 08251

Internal Revenue Service                    Unknown
Department of Treasury
Special Procedures
P.O. Box 724
Attn: Stewart Sherman
Springfield, NJ 07081

Township of Lower                           Unknown
Business License
2600 Bayshore Road
Villas, NJ 08251


PRESTWICK CHASE: APC Partners Wants Leave to Investigate Deals
--------------------------------------------------------------
APC Partners II, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to investigate and
possibly bring avoidance actions on behalf of Prestwick Chase Inc.

APC Partners is a secured creditor holding mortgages, assignments
of rent and other liens against real property and assets owned by
Prestwick and Frederick J. McNeary.  Mr. McNeary is the CEO and
majority shareholder of Prestwick Chase, Inc.

The New York State Supreme Court, Saratoga County, recently
determined that Mr. McNeary together with Prestwick Chase owes APC
$4.2 million.

                  Possible Avoidance Actions

According to APC, Prestwick made payments to Adirondack Trust,
Capital Bank, Partners Trust Bank and Realty USA which were
applied to personal loan obligations of Mr. McNeary.

Mr. McNeary explains he borrowed money from the banks and loaned
it to Prestwick.  Prestwick making payments to his creditors is
like making payments on the loans to the Banks, Mr. McNeary told
APC.

APC believes the transaction is avoidable pursuant to Section
549(a) of the Bankruptcy Code.  Prestwick, APC says, does not
intend to pursue the matter.

The lender also wants to investigate the $5,900 water and sewer
services payments that Mr. McNeary's company -- Putna Brook Inc.
-- receives from Prestwick.  APC contends the transaction violates
the Forbearance Agreement entered by Prestwick, Mr. McNeary and
APC's predecessor BSNB.  The agreement prohibits direct or
indirect payments by Prestwick to the McNeary family without the
lender's consent.

In relation to Mr. McNeary's chapter 11 filing, APC wants to
investigate whether the 2003 Financial Statement submitted by the
McNeary couple reflects the true market value of their properties.
Further, APC wants to establish the correct equity interests held
by the McNearys in Prestwick and in Putnam.

Lemery Greisler LLC represents APC Partners.

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.

Headquartered in Saratoga Springs, New York, Prestwick Chase, Inc.
-- http://www.prestwickchase.com/-- offers senior housing
and independent living as an alternative to home ownership.  The
Company filed for chapter 11 protection on March 11, 2005 (Bankr.
N.D.N.Y. Case No. 05-11456).  Robert J. Rock, Esq., at Albany, New
York, 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.


SAINT VINCENTS: Wants Huron Consulting as Financial Advisor
-----------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for permission to hire Huron Consulting
Services LLC as their financial advisor.

Timothy Weis, Saint Vincents Chief Financial Officer, relates that
Huron Consulting has been providing financial advisory services to
the Debtors since October 4, 2004.

The Debtors propose to retain the services of Huron in their
Chapter 11 cases.  As financial advisor, Huron will:

    (a) develop strategic cash management plans and cash flow
        forecasts;

    (b) assist the Debtors in developing the current business plan
        and financial projections;

    (c) assist in the coordination of responses to creditor
        information requests and interfacing with creditors and
        their financial advisors;

    (d) assist in addressing compensation issues and developing a
        retention plan for key employees;

    (e) assist in identifying key vendors and developing a vendor
        management plan;

    (f) attend meetings and assist in discussions with the
        creditors' committee, the U.S. Trustee, and other
        interested parties, to the extent requested by the
        Debtors;

    (g) consult with the Debtors on other business matters
        relating to their Chapter 11 reorganization efforts;

    (h) assist with the postpetition reporting requirements;

    (i) assist in preparing financial disclosures required by the
        court;

    (j) assist the company's legal counsel, to the extent
        necessary, with the analysis, development, and revision of
        the plan of reorganization;

    (k) assist the Debtors with a plan of reorganization and
        disclosure statement;

    (l) prepare the Debtors' statement of financial affairs and
        bankruptcy filing schedules; and

    (m) render other general business consulting or other
        assistance as the Debtors' management or counsel may deem
        necessary that are consistent with the role of a financial
        advisor and not duplicative of services provided by other
        professionals in the Debtors' bankruptcy proceeding.

Huron will report to the Board of Directors with respect to the
services performed, completion dates for proposed projects, and
an itemized budget for review, and will transmit to the Board any
deliverable results of authorized projects.

The customary hourly rates, subject to periodic adjustments,
charged by the professionals anticipated to be assigned to the
Debtors' cases are:

            Professional                       Hourly Rate
            ------------                       -----------
            Managing Director                  $500 - $750
            Director                           $350 - $495
            Manager                            $325 - $400
            Associate                          $225 - $324
            Analyst                            $150 - $250

Huron will also be entitled to reimbursement of expenses incurred
in connection with its engagement.

During the 90-day period prior to the Petition Date, Huron
received $690,826 for services rendered to the Debtors.  Huron
also received a $120,000 retainer.  Any portion of the advance
payment not used to compensate for prepetition services will be
held and applied against Huron's postpetition billing.

Thomas J. Allison, a senior managing director at Huron, discloses
that on May 9, 2005, Huron Consulting Group, Inc., the parent of
Huron, acquired all membership interests in Speltz & Weis LLC on
May 9, 2005, a firm currently employed by the Debtors.  Mr.
Allison discloses that Huron may have in the past or present
served as professionals for some entities in matters wholly
unrelated to the Debtors' Chapter 11 proceedings.  Huron provided
the Court with a 28-page list of its potential conflicts.  A
full-text copy of that list is available for free at

          http://researcharchives.com/t/s?6d

Mr. Allison attests that Huron neither holds nor represents an
interest adverse to the Debtors.  Huron is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 03; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SAINT VINCENTS: Hires Garfunkel Wild as Corporate Counsel
---------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for authority to employ Garfunkel, Wild &
Travis, P.C., as their health care, corporate and financing
counsel, nunc pro tunc to July 5, 2005.

Garfunkel, Wild & Travis, P.C., has represented the Debtors over
the past 20 years on a generally continual basis.  Recently, the
firm has been assisting the Debtors in their efforts to
restructure their finances and to conduct their operations on a
day-to-day basis.

Effective on the Petition Date, Garfunkel will:

    (a) provide general regulatory and compliance advice to the
        Debtors and consult with and advise the Debtors on health
        care and other non-bankruptcy related matters;

    (b) assist the Debtors in negotiating and documenting
        arrangements and agreements with their lenders, suppliers,
        landlords and other parties relating to general corporate,
        real estate and other non-bankruptcy related matters;

    (c) assist and advise the Debtors with respect to existing
        financing and debt arrangements, the potential
        restructuring of the transactions and other related
        non-bankruptcy financing and business issues;

    (d) provide continuing legal advice in connection with health
        care, corporate, real estate and other non-bankruptcy
        related issues;

    (e) provide a historical base of information relative to, and
        assist in the review and objections to claims;

    (f) assist in providing non-bankruptcy, corporate and
        commercial assistance as may relate to the sale, lease or
        other disposition of estate assets; and

    (g) perform other non-bankruptcy related legal services and
        assistance desirable and necessary to the efficient and
        economic administration of the Debtors' estates.

The Debtors will pay Garfunkel its customary hourly rates in
effect from time to time, less a 10% across-the-board discount.
The hourly fees to be paid to the Partners that will be primarily
be responsible in representing the Debtors are:

            Partner                            Rates
            -------                            -----
            Andrew Blustein                    $375
            Judith Eisen                       $425
            Fredrick Miller                    $425
            Andrew Schulson                    $295
            Christina VanVort                  $295
            Burton Weston                      $400

The rates of attorneys range from $190 to $425 per hour.
Paraprofessionals charge from $100 to $125 per hour.  The Debtors
will also reimburse the Firm for actual, necessary expenses
incurred in the course of the representation.

Judith A. Eisen, Esq., a member of Garfunkel, discloses that the
Debtors owe $305,973 for its services rendered prepetition.

The Firm previously represented Regional Imaging & Therapeutic
Radiology Services, PC, a contract party and creditor of the
Debtors, in connection with a restructuring of a ground lease and
contract obligations between the parties.  Garkunkel may have in
the past or present represented others creditors, but in matters
unrelated to the Debtors' Chapter 11 cases.

Ms. Eisen asserts that Garfunkel does not represent or hold any
interest that is adverse to the Debtors' estates.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 03; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SAINT VINCENTS: Look for Bankruptcy Schedules on September 2
------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the Honorable Prudence Carter Beatty of the
U.S. Bankruptcy Court for the Southern District of New York to
extend the 15-day period allowed for them to file their schedules
of assets and liabilities, schedules of current income and
expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs.  The Debtors want the
deadline extended for an additional 45 days, to September 2, 2005.

Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, the Debtors are
required to file these schedules within 15 days after the Petition
Date.

On the Petition Date, the Debtors filed with the Court a list of
creditors holding the 30 largest unsecured claims against each of
the Debtors' estates.

Pursuant to Bankruptcy Rule 1007(c), a bankruptcy court has the
authority to grant a debtor an extension of time to file its
schedules and statements "for cause shown."

The Debtors submit that the substantial size and complexity of
their organizations, the tremendous volume of materials that must
be assembled and compiled, the multiple locations of those
information, and the limited staff available to review those
information in the early stage of their proceedings, all
constitute sufficient cause under Bankruptcy Rule 1007(c) for the
Court to grant the extension of time requested.

The Debtors also contend that their request is warranted because
employee efforts during the initial postpetition period are
critical and they must devote their time and attention to
business operations in order to maximize the value of their
estates during the first critical months of their Chapter 11
Cases.

The Debtors promise to make a good faith effort to complete the
Schedules and Statements as soon as reasonably practicable.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 03; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SECOND CHANCE: Wants Financing Extended for 363 Asset Sale
----------------------------------------------------------
Second Chance Body Armor, Inc., asks the U.S. Bankruptcy Court for
the Western District of Michigan, Southern Division, to extend and
modify its debtor-in-possession financing agreement with Comerica
Bank.  The DIP financing will help Second Chance market and sell
its assets, free and clear of all liens, pursuant to Section 363
of the U.S. Bankruptcy Code.

After defaulting on their DIP Financing Agreement on May 13, 2005,
the Debtor has engaged in discussions with Comerica and the
Official Committee of Unsecured Creditors to extend and modify the
agreement.

Relevant modifications to the terms of the proposed amended DIP
Financing Agreement include:

   -- additional financing to allow the Debtor to consummate a
      sale of its assets by July 29, 2005;

   -- payment of certain outstanding and accruing professional
      fees;

   -- a success fee provision for its investment banker, Trenwith
      Securities, LLC; and

   -- a proposed key employee retention program.

Under the agreement, Comerica will provide postpetition advances
to the Debtor under a postpetition note to pay budgeted expenses
from May 14, 2005, through July 29, 2005.

The Debtor agrees to pay Comerica from the net proceeds of the
asset sale, less $240,000 for its unpaid professional fees.  If
the Debtor can't pay its unpaid fees in full from the agreed split
of the net proceeds, the unpaid balance will be allowed as an
administrative expense claim.

The postpetition indebtedness will continue to be secured by a
first and paramount security interest and lien on the debtor's
assets.

The Court will convene a hearing to consider approval of the sale
on July 27, 2005.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515)
after recalling more than 130,000 vests made wholly of Zylon, but
it did not recall vests made of Zylon blended with other
protective fibers.  Stephen B. Grow, Esq., at Warner Norcross &
Judd, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets and liabilities of $10 million to $50 million.
Daniel F. Gosch, Esq., at Dickinson Wright PLLC, represents the
Official Committee of Unsecured Creditors.


SILICON GRAPHICS: Defaults on Subordinated Convertible Notes
------------------------------------------------------------
Silicon Graphics, Inc. (NYSE: SGI) received a notice of default
from a purported holder of more than 25% of its 6.125% Convertible
Subordinated Debentures due 2011, which SGI assumed when it
acquired Cray Research in 1996.  The notice alleged that the
indenture for the 2011 Debentures was breached in 2000 when SGI
sold assets relating to certain former Cray Research product lines
to Tera Computer Company (now known as Cray, Inc.) without causing
Tera to assume the indenture.  As a result of the notice and the
expiration of the applicable cure period, such holder may now seek
to accelerate the maturity of the 2011 Debentures. The Company
strongly disagrees with the claims made in the notice and intends
to vigorously challenge any claim of an event of default.

There are currently approximately $57 million outstanding
principal amount of 2011 Debentures, and all required interest and
principal payments have been timely made.

The indenture provides that upon an event of default the indenture
trustee or the holders of at least 25% of the 2011 Debentures may
cause the outstanding principal amount plus accrued interest to be
immediately due and payable.  The 2011 Debentures are unsecured
and subordinated.  The debenture holders or trustee would be
required to commence legal proceedings and obtain a judgment in
order to enforce their claim on the assets of SGI.

A default entitling acceleration under the indenture for the 2011
Debentures triggers an event of default under SGI's asset-backed
credit agreement with Wells Fargo Foothill, Inc.  Acceleration of
the maturity of the 2011 Debentures would trigger an event of
default under lease agreements with respect to SGI's principal
facilities in Mountain View, California.  SGI's borrowings under
the asset-backed credit agreement are primarily to support letters
of credit required under the lease agreements.  SGI has reviewed
the claimed default with these parties and has requested that they
refrain from exercising any rights they may have arising from the
claimed default.  SGI is not aware that any of them intends to
take any action at this time. SGI's 6.50% Senior Secured
Convertible Notes due 2009 and 11.75% Senior Secured Notes due
2009 do not contain similar provisions.

Silicon Graphics, Inc. -- http://www.sgi.com/-- is a leader in
high-performance computing, visualization and storage. SGI's
vision is to provide technology that enables the most significant
scientific and creative breakthroughs of the 21st century.
Whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense or enabling the transition from
analog to digital broadcasting, SGI is dedicated to addressing the
next class of challenges for scientific, engineering and creative
users.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Mountain View, California-based Silicon Graphics,
Inc. (SGI), and revised its outlook to negative from developing.
The outlook revision reflects weak revenues and operating
performance in the March 2005 quarter, and limited liquidity.

"The ratings on Silicon Graphics reflect a leveraged financial
profile, declining annual revenues, and negative free operating
cash flow.  While SGI has a good technology position in high-end
computing and graphics solutions, the company has been struggling
to establish revenue stability and profitability in the highly
competitive technical workstation, server and storage markets,"
said Standard & Poor's credit analyst Martha Toll-Reed.  The
company's efforts have been hampered by reduced growth rates in
information technology spending, particularly for high-end
equipment, and a highly competitive industry environment.


SOLUTIA INC: Trade Creditors Sell 36 Claims to Contrarian Funds
---------------------------------------------------------------
From July 2004 to July 2005, the Clerk of the U.S. Bankruptcy
Court for the Southern District of New York recorded 36 claims,
aggregating $6,655,903, in Solutia Inc. and its debtor-affiliates'
chapter 11 cases, transferred to Contrarian Funds, LLC:

         Transferor                               Claim Amount
         ----------                               ------------
         Atlas Electric Device                          $1,963
         Atlas Material Testing Technology              14,976
         Browning Ferris Industries                     52,455
         C&L Wood Products, Inc.                        21,973
         DSET Laboratories, Inc.                        50,103
         El Dorado Chemical Company                    206,392
         Envirotrol, Inc.                               52,990
         Ferro Corporation                             967,271
         Filter Engineering Corporation                 22,417
         Gulf Coast Water Authority                     29,868
         Kelly Services, Inc.                        2,296,036
         Maverick Technologies                          22,104
         Mississippi Chemical Corporation               24,660
         Mosaic Sales Solutions US Operating Company   428,358
         National Black Chamber of Commerce             25,000
         North American Industrial Services             39,618
         Olin Corp.                                    129,959
                                                       429,666
         Pallox Inc.                                    25,431
         Sodexho Marriott Services, Inc.                25,903
                                                         4,503
         Standard Corporation                        1,162,389
         Steel-Pro, Inc.                                56,500
         Tool Smith Company Incorporated                38,889
         Tri-State Industrial Laundries Inc.            40,832
         Westfall Company, Inc.                         22,824
         Xerox Corporation                              12,099
                                                         2,568
                                                         2,279
                                                       124,931
                                                       140,548
                                                           464
                                                           544
                                                         3,427
         York International Corporation                155,943
         Zephyr Environmental Corporation               20,020

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)


SOUTH DAKOTA: Court Dismisses Dan Nelson's Case
-----------------------------------------------
The Honorable Irvin N. Hoyt of the U.S. Bankruptcy Court for the
District of South Dakota dismissed Dan Nelson Automotive Group,
Inc.'s chapter 11 case after the Debtor conceded to a liquidation
of its assets.

As previously reported, Dan Nelson's primary lender, Metabank,
moved to convert the case into a chapter 7 liquidation proceeding.
The Debtor owes Metabank approximately $28 million on account of
multiple business loans.

The Bank believes the Debtor can't reorganize after its majority
owner Dan Nelson sold his 75% share to his partner Christian J.
Tapken, without proper documentation, and while facing a
highly publicized consumer fraud suit commenced by the Iowa
Attorney General.

As a result of the closure of the case, the Bank now can seize and
sell the company's assets.

Headquartered in Sioux Falls, South Dakota, South Dakota
Acceptance Corporation dba CNAC, dba Mr. Payroll, dba First
Midwest Fidelity, and Dan Nelson Automotive Group, Inc., filed for
chapter 11 protection on June 20, 2005 (Bankr. D. S. Dak. Case No.
05-40866).  When the Debtor filed for protection from its
creditors, it listed $10 million to $50 million in assets and
debts.


SOUTHAVEN POWER: Taps Van Allen & Moore to Pursue Claims
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina gave Southaven Power, LLC, permission to employ Moore &
Van Allen, PLLC, as its bankruptcy co-counsel.

The Debtor explains that it entered into a Power Tolling Agreement
with PG&E Energy Trading-Power, L.P., on June 1, 2000.  That
Agreement calls for PG&E Energy to make certain capacity and other
payments to the natural gas-fired electric power plant operated by
the Debtor for a 20-year period.  PG&E's obligations under the
Agreement were partially guaranteed by National Energy and Gas
Transmission, Inc.

On July 8, 2003, PG&E Energy and National Energy filed for chapter
11 protection with the U.S. Bankruptcy Court for the District of
Maryland.  Pursuant to the Maryland Bankruptcy Court's order dated
Aug. 5, 2003, PG&E Energy rejected the Power Tolling Agreement.
The Debtor has asserted a rejection damage claim for $500 million
against PG&E and a claim for $176.2 million against National
Energy as guarantor.  The validity and amount of those claims are
the subject of a pending arbitration.

Moore & Van Allen will:

   a) assist and advise the Debtor in pursuing its claims against
      PG&E Energy and National Energy;

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

   c) negotiate, prepare and pursue confirmation of a proposed
      plan of reorganization and approval of its accompanying
      disclosure statement, and all related reorganization
      agreements or documents;

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

   e) perform all other legal services for the Debtor that are
      necessary in its chapter 11 case.

Ben Hawfield, Esq., a Member of Moore & Van Allen, discloses that
his Firm received a $260,000 retainer.

Mr. Hawfield reports Moore & Van Allen's professionals bill:

      Designation            Hourly Rate
      -----------            -----------
      Members                $290 - $465
      Associates             $210 - $275
      Paraprofessionals      $125 - $150

Moore & Van Allen assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Charlotte, North Carolina, Southaven Power, LLC,
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The Company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Hillary B. Crabtree, Esq., at Moore & Van Allen, PLLC, and Mark A.
Broude, Esq., at Latham & Watkins LLP represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $100
million.


TR LOGISTICS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Lead Debtor: TR Logistic L.L.C.
             515 Tenth Street
             Detroit, Michigan 48216

Bankruptcy Case No.: 05-62014

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Trans-Rite Global Logistics, Inc.          05-62015
      Transtech Holdings Group, LLC              05-62016

Chapter 11 Petition Date: July 12, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Robert D. Gordon, Esq.
                  Clark Hill PLC
                  500 Woodward Avenue, Suite 3500
                  Detroit, Michigan 48226-3435
                  Tel: (313) 965-8300

                             Total Assets        Total Debts
                             ------------        -----------
TR Logistic L.L.C.           Unknown             Unknown

Trans-Rite Global            Unknown             Unknown
Logistics, Inc.

Transtech Holdings Group,    Unknown             Unknown
LLC

The Debtors' list of their 20 Largest Unsecured Creditors was
unavailable at press time.


WADSWORTH HOUSING: S&P Cuts Rating on $3.4 Million Bonds to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Wadsworth
Housing Development Corp., Ohio's $3.4 million mortgage revenue
bonds series 1993 to 'BB-' from 'BBB'.  The outlook is negative.

The downgrade reflects declining debt service coverage, a debt
service reserve fund sized at only six months' debt service on the
bonds, and a steep rise in expenses.

The bonds are secured by a first mortgage lien on the property.

The latest audited financial results for the fiscal year ended
June 30, 2004, indicate that debt service coverage was 1.01x
maximum annual debt service.  This coverage has declined over the
past several years.  As per year-to-date financial statements for
the six months ended Dec. 31, 2004, debt service coverage
(annualized) deteriorated to 0.92x.  The average net rent is $596
per unit per month.  The contract rent is currently above fair
market rents making the project highly susceptible to a rental
freeze.  Expenses per unit year per have declined to $3,769 per
unit in June 2004, down from $3,795 in June 2003.  This decrease
was offset by a larger decrease in revenues of nearly 2% reflected
in the deterioration of expense ratio to 52.08%, up from 51.34% in
June 2003.

As per year-to-date financial statements for the six months ended
Dec. 31, 2004, expenses per unit (annualized) increased to $4,022
and the expense ratio increased to 56%. The occupancy at the
project was 97% as per the project manager report for December
2004. Debt per unit was $34,150 as of June 2004.


WESTAR ENERGY: Average Business Profile Cues S&P to Affirm Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit ratings on electric generation and transmission company
Westar Energy Inc. and its subsidiary, Kansas Gas & Electric Co.

At the same time, Standard & Poor's assigned its 'BBB-' rating to
Westar's $250 million 5.10% first mortgage bonds due 2020 and $150
million 5.875% first mortgage bonds due 2036, that were previously
filed under a Rule 415 shelf registration.

The proceeds will be used to refinance $365 million of higher-cost
debt securities.

The outlook remains positive.  Topeka, Kansas-based Westar has
about $1.7 billion of long-term debt outstanding.

"The ratings on Westar and KG&E reflect an average business
profile, based on the core vertically integrated electric utility
operations in Kansas and a weak but improving financial position,"
said Standard & Poor's credit analyst Barbara Eiseman.

The positive outlook on Westar recognizes the significant actions
management has taken to strengthen the company's financial
condition and reduce its business risk.


WHX CORP: Plan Confirmation Hearing Scheduled for July 20
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Second Amended Disclosure Statement explaining WHX
Corporation's Plan of Reorganization.

The Honorable Allan L. Gropper determined that the Disclosure
Statement contained adequate information necessary for WHX
Corporation's creditors to make informed decisions about the Plan.

Judge Gropper authorized the Debtors to distribute the Disclosure
Statement and solicit acceptances of the Plan.  Judge Gropper will
consider confirmation of the Plan of Reorganization on July 20,
2005.

As reported in the Troubled Company Reporter on June 10, 2005,
relevant modifications found in the Second Amended Disclosure
Statement include:

   -- the value of the New WHX Common Stock to be issued under
      the Plan is lowered to $105 million from $113 million.

   -- holders of allowed senior notes totaling $96,664,295
      will receive 92% on account of their claims (from an 85%
      recovery);

   -- holders of allowed preferred equity interests (lowered to
      $8.5 million from $16 million) will receive 8% of the New
      WHX Common Stock and warrants for 7% of the New WHX Common
      Stock at an exercise price of $11.20 per share; and

   -- unsecured claims holders estimated to be less than $10,000
      will recover 100% of their claims.

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

  http://www.researcharchives.com/bin/download?id=050609050004

Headquartered in New York City, New York, WHX Corporation
-- http://www.whxcorp.com/-- is a holding company structured to
acquire and operate a diverse group of businesses on a
decentralized basis.  WHX's primary business is Handy & Harman, a
diversified industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.
The Company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No. 05-11444).  When the Debtor filed for
protection from its creditors, it reported total assets of
$406,875,000 and total debts of $352,852,000.


WHX CORP: Equity Committee Hires Chicago Consulting as Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed the Official Committee of Preferred Equity Security
Holders of WHX Corporation to employ Chicago Consulting Actuaries
LLC as its actuarial advisor, nunc pro tunc to June 9, 2005.

The Equity Committee selected Chicago Consulting based on the
Firm's expertise in providing actuarial advisory services to
Companies and its experience in serving as actuarial experts in
litigation support engagements.

Chicago Consulting will:

    a) undertake a review of certain documents and communications
       between the Debtor and Towers Perrin HR Services, including
       formal actuarial valuation reports or students and related
       correspondence for the past three or more years as may be
       necessary and appropriate to understand the nature of the
       calculation of certain actuarial liabilities of the Debtor
       related to the Debtor's pension plan;

    b) meet with the Committee to discuss the review and its
       impact on the chapter 11 case;

    c) provide a written report to the Committee, including
       reasonably detailed supporting documentation, expressing
       its conclusions related to the actuarial assumptions and
       methods used in actuarial valuation of the Debtor's Pension
       Plan, and its conclusions related to the accuracy and
       appropriateness of the calculations of both current and
       forecasted contribution requirements for the Debtor's
       Pension Plan;

    d) assist the Committee in evaluating any additional
       correspondence or communication related to the actuarial
       liabilities of the Debtor regarding the Pension Plan; and

    e) provide testimony through deposition or directly to the
       Bankruptcy Court concerning the Report and other related
       professional services.

Chicago Consulting's hourly rates for its services range from $150
to $600.

To the best of the Equity Committee's knowledge, Chicago
Consulting is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code.

Headquartered in New York City, New York, WHX Corporation
-- http://www.whxcorp.com/-- is a holding company structured to
acquire and operate a diverse group of businesses on a
decentralized basis.  WHX's primary business is Handy & Harman, a
diversified industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.
The Company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No. 05-11444).  When the Debtor filed for
protection from its creditors, it reported total assets of
$406,875,000 and total debts of $352,852,000.


WINN-DIXIE: Judge Funk Okays Retention Plan Despite Objections
--------------------------------------------------------------
The Honorable Judge Funk of the U.S. Bankruptcy Court for the
Middle District of Florida overrules all objections to Winn-Dixie
Stores, Inc., and its debtor-affiliates' request to implement and
make payments under their Chapter 11 Retention Plan and their
Corporate Benefits Severance Program, as modified by the Debtors'
notice of compromise.

The rights to payment under the Chapter 11 Retention Plan and the
Corporate Benefits Severance Plan will be subordinate to the
Lenders' liens, claims and rights to payment under the Debtors'
$800 million DIP credit facility.

As previously reported in the Troubled Company Reporter on
July 7, 2005, the Debtors made modifications and clarifications to
the Chapter 11 Retention Plan and the Severance Program as a
result of negotiations with the Official Committee of Unsecured
Creditors and efforts to accommodate the concerns raised by other
parties-in-interest.

A. Retention Plan

The Chapter 11 Retention Plan originally provided for payment of
retention incentives to participating key employees ranging from
25% to 150% of their annual salaries.  Under the modified Chapter
11 Retention Plan, the proposed Retention Incentive of 150% of
annual salaries will be reduced to 100% of annual salaries.

Under the modified Chapter 11 Retention Plan, the Debtors' plant
managers would receive Retention Incentives equal to 20 weeks' of
their salaries.

B. Corporate Benefits Severance Program

The Plant Managers Severance Benefits would be equal to the
greater of (i) 4 weeks' salary and (ii) 1 week's salary per year
of service with a maximum of 12 weeks' salary, each subject to
the terms of the SUB Plan and any limitations and requirements
imposed by the Internal Revenue Service on those plans.

The modified Corporate Benefits Severance Program would remain in
place through the first anniversary of the effective date of a
confirmed plan of reorganization in the Debtors' Chapter 11
cases.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Customer Wants Stay Lifted to Litigate Claim
--------------------------------------------------------
On October 29, 2004, Bobbie Edwards was struck by a rack and
suffered serious personal injuries while shopping in Winn-Dixie
Store #478, in Eufaula, Alabama.

Ms. Edwards is contemplating filing a civil action in the Circuit
Court of Barbour County, Alabama, Eufaula Division seeking
damages for negligence and wantonness for the injuries received
while on the Debtors' premises.  Ms. Edwards' claim is disputed,
contingent and unliquidated.

Albert H. Adams, Jr., Esq., in Eufaula, Alabama, relates that
Winn-Dixie Stores, Inc., and its debtor-affiliates have available
insurance.  Ms. Edwards agrees to limit any potential recovery to
the available insurance proceeds.

In the interest in judicial economy and convenience, Mr. Adams
asserts that Ms. Edwards' claim should be litigated in the
Circuit Court of Barbour County, Alabama.

Accordingly, Ms. Edwards asks the U.S. Bankruptcy Court for the
Middle District of Florida to lift the automatic stay to allow her
to prosecute her claim against the Debtors.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


YUKOS OIL: Wants Court to Transfer Registry Funds to Yukos USA
--------------------------------------------------------------
Zack A. Clement, Esq., at Fulbright & Jaworski, L.L.P., in
Houston, Texas, relates that Yukos USA, Inc., deposited $21
million into the Court Registry for the benefit of Yukos Oil
Company.  Interest accrues on the balance of the Registry Funds,
and certain expenses of Yukos' expert witnesses have been paid out
of the Registry Funds pursuant to a Court Order.  As of July 6,
2005, there is $20,790,230 in the Registry Funds.

Fulbright & Jaworski and Alvarez & Marsal have filed Fee
Applications, which are pending before the Court and are set to be
heard on August 3, 2005.  The Applications seek fees and
expenses aggregating to $3,410,468.

Yukos asks the Court to transfer all the Registry Funds, except
for Fulbright's and Alvarez's fees and expenses, back to Yukos
USA.

Yukos further asks the Court, upon the entry of orders allowing
the Fee Applications, to:

    (a) allow the disbursement of the Allowed Amounts from the
        Court Registry to Fulbright and Alvarez; and

    (b) return any remaining Registry Funds after the
        disbursements to Yukos USA.

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: London Court OKs $482-M Bank Claim Filed Against Yukos
-----------------------------------------------------------------
The London High Court granted a $482 million claim filed by
Citigroup, Inc., and 12 other lenders against Yukos Oil Company,
Bloomberg News reports.

The lenders asserted that Yukos defaulted on a $1 billion loan
granted in 2003 by a pool of banks led by Societe Generale SA.
The lenders also asserted that Yukos missed the March and April
2005 interest payments.

According to Bloomberg, the loan agreement included a three-year
US$500 million loan facility and a five-year US$500 million loan
facility.  The lenders include Citigroup, Deutsche Bank AG,
Commerzbank AG, BNP Paribas S.A. and ING Bank N.V.

"We've never contested that this money is owed and we are
committed to paying in full," Yukos spokeswoman Claire David told
Megan Murphy at Bloomberg.  Yukos will consider appealing the
London Court decision.

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)


* Catherine Novelli Joins Mayer Brown in Washington Office
----------------------------------------------------------
Senior U.S. Trade Negotiator Catherine A. Novelli has joined the
Washington office of Mayer, Brown, Rowe & Maw LLP.  As Assistant
U.S. Trade Representative for Europe & the Mediterranean, Ms.
Novelli coordinated U.S. trade and investment policy for the over
65 countries of Western Europe, Central Europe, Russia, the NIS,
the Middle East and Northern Africa. She has a long track record
of successfully opening markets and solving problems for U.S.
businesses.

As the point person for the $1 trillion economic relationship
between the United States and Europe, Ms. Novelli led efforts to
ensure access to the European market for U.S. manufactured and
agricultural products.  She oversaw the establishment of a
dialogue between US and European regulators that has produced
path-breaking agreements in such areas as telecommunications,
pharmaceuticals, and marine safety.  She played a key role for the
United States on the EU REACH directive that would impact over $1
billion in US manufactured products traded with Europe.  She also
managed high-profile disputes with Europe over aircraft, tax, and
copyright.

Ms. Novelli was the lead strategist to create a U.S.- Middle East
Free Trade Area (MEFTA), which has the goal of free trade between
the United States and the countries of the Middle East and North
Africa by 2013. She led free trade agreement (FTA) negotiations
with Jordan, Morocco and Bahrain, Oman and United Arab Emirates.
She chaired the Trade and Investment Framework Councils with a
number of countries in the region, including Turkey, Egypt,
Tunisia, United Arab Emirates, Qatar, Kuwait, Saudi Arabia, and
Algeria, and worked on other broad-based, public-private
initiatives to help bring peace and prosperity to the region.  Ms.
Novelli received the 2005 Woman of the Year award from Women in
International Trade.

"We are delighted Cathy Novelli is bringing her skills and
insights to Mayer, Brown, Rowe & Maw," said Peter Scher, who heads
the firm's Government and Global Trade Practice.  "She has taken a
leading role in many of the most important U.S. trade negotiations
in Europe, the Middle East, and Africa.  She will be a tremendous
addition to our team and an important resource for companies
seeking to expand their business activities in these important
markets around the world."

Ms. Novelli has played a critical role for the United States in
Central Europe, Russia, Ukraine and Central Asia.  She negotiated
most of the trade and investment agreements that underpin our
economic relationship in the region.  She also secured agreements
that allow U.S. goods to compete in Central Europe, as these
countries move closer to enlargement with the European Union.

"I fondly remember working many years with Cathy to get things
done between the world's two leading economies," said Mayer,
Brown, Rowe & Maw Senior Counsel Gunter Burghardt, who served as
Ambassador for the European Union to the United States from 2000
to 2004. "I look forward to working with her again to address some
of the toughest trade and regulatory issues between the U.S. and
EU. She has a reputation as a problem solver who knows how to gets
things done in Europe."

Previously, Ms. Novelli was the Deputy Assistant U.S. Trade
Representative for Central and Eastern Europe and Eurasia where
she played a key role in the formation of U.S. trade policy for
Russia and Central Europe.  She led negotiations with Russia that
helped save the $1 billion U.S. poultry export, and regulate the
market for Commercial Space Launches.  She joined USTR in 1991
after serving in the Office of General Counsel at the Department
of Commerce.

Mayer, Brown's Government and Global Trade Group features some of
the leading U.S. and European trade and policy officials.  In the
United States, the team includes:

   -- Mickey Kantor, the former U.S. Trade Representative and
      Secretary of Commerce;

   -- Peter Scher, the former U.S. Special Trade Negotiator;

   -- James Jochum, the former U.S. Assistant Secretary of
      Commerce for Import Administration and Export
      Administration;

   -- Richard Williamson, the former Assistant Secretary of State
      and U.S. Ambassador to the United Nations Security Council;

   -- Andrew Pincus, the former General Counsel of the Commerce
      Department; and

   -- Marguerite E. Trossevin, the former Deputy Chief Counsel for
      Import Administration in the Department of Commerce.

In Europe, the team includes:

   -- Friedrich Merz, former Deputy Leader of the Christian
      Democratic Union;

   -- Gunter Burghardt, former Head of the European Commission
      Delegation to the United States; and

   -- Clifford Stevenson, a former official of the U.K.'s
      Department of Trade and Industry.

Mayer, Brown, Rowe & Maw LLP is among the 10 largest law practices
in the world with more than 1,300 lawyers practicing in seven U.S.
cities and six European cities.


* Chadbourne & Parke Forms New Trading & Derivatives Group
----------------------------------------------------------
The international law firm of Chadbourne & Parke LLP disclosed the
formation of a new Trading and Derivatives Practice Group,
expanding the Firm's internationally prominent project finance
area.  This group will be led by Washington, D.C. office partner
Merrill Kramer; London office partner Denis Petkovic; New York
office partner Andrea Satty; Houston office partner David
Schumacher, and Warsaw office partner Igor Muszynski.

"Over the last few decades, derivative instruments have emerged as
a core feature of the global financial markets and the derivatives
industry has grown dramatically," said Charles K. O'Neill,
Chadbourne's managing partner.  "The formation of our Trading and
Derivatives Group recognizes the skill sets we have in our various
offices and will significantly enhance our ability to serve the
growing needs of our clients involved in the banking and energy
industries internationally.  With the ability to service our
trading and banking clients out of our New York, London,
Washington, D.C., Houston and Warsaw offices, this practice will
serve a strategic role as the Firm continues to grow."

Chadbourne attorneys are experienced in negotiating complex
matters in which swaps and derivative tools are utilized to hedge
and allocate risk.  The Firm has represented major financial
institutions in complex securitization and structured finance
transactions involving derivative transactions and instruments.

The Firm's work in this area has included representing utilities
and investment banks in structuring and negotiating Master ISDA
and EEI contracts; advising clients on complying with federal and
state laws and regulations, including FERC, CFTC, SEC and state
compliance matters; representation of clients in connection with
monetizations of cash flows from forward contracts to support
placement of debt and equity; negotiating loans and security
arrangements against derivative contracts; negotiating and
successfully defending one of the largest forward power contracts
entered into during the California energy crisis; and representing
an international trading and merchandising company and numerous
counterparties in Enron bankruptcy swap matters and litigating
various derivatives issues.

"With the increasing participation of banks and private equity
firms in the energy trading business, and the rapid evolution of
trading rules governing financial and physical energy commodities,
we have an extraordinary platform from which to advise our clients
in this increasingly complex field," noted Mr. Kramer, chair of
the new practice group and who also is a partner in the Firm's
Project Finance Group.  "The derivatives market continues to move
forward -- both domestically and internationally.  Finance
expertise is important to our clients, and therefore building on
our existing practice is important to us, and will help raise our
already strong practice to the next level."

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, corporate and structured finance,
energy, telecommunications, commercial and products liability
litigation, securities litigation and regulatory enforcement,
white collar defense, intellectual property, antitrust, domestic
and international tax, reinsurance
and insurance, environmental, real estate, bankruptcy and
financial restructuring, employment law and ERISA, trusts and
estates and government contract matters.  The Firm has offices in
New York, Washington, D.C., Los Angeles, Houston, Moscow, Kyiv,
Warsaw (through a Polish partnership), Beijing and a multinational
partnership, Chadbourne & Parke, in London.


* Former Pelosi Aide George Crawford Joins King & Spalding
----------------------------------------------------------
King & Spalding LLP, a leading international law firm, disclosed
that George Crawford, former chief of staff for House Minority
Leader Nancy Pelosi (D-Calif.), has joined King & Spalding's
Washington office as senior government relations advisor.  Mr.
Crawford, who stepped down as Pelosi's top aide on July 1, 2005,
spent over 24 years on Capitol Hill.

This move comes as a continuing part of a major expansion of King
& Spalding's Public Policy and Government Advocacy practice in
March 2005 with the arrival of former U.S. Senators Connie Mack
(R-Fla.) and Dan Coats (R-Ind.) and a team of five former members
of Shaw Pittman's government relations practice.

"We are extremely pleased to welcome George to the firm and our
growing Public Policy and Government Advocacy practice," said Wick
Sollers, managing partner of King & Spalding's Washington office.
"George brings unique knowledge about the legislative process and
how to advance an agenda throughout all committees, and we know he
will add immeasurably to our ability to provide superior counsel
to our clients."

Known as one of the most experienced staffers in House Democratic
circles, Mr.  Crawford began his career on Capitol Hill in 1981,
serving successively for Senator Howell Heflin (D-Ala.),
Congressman Claude Pepper (D-Fla.) and Congressman Joe Moakely (D-
Mass.). In 2001, Crawford become chief of staff for Congresswoman
Pelosi, a role which garnered him a reputation as "one of the most
seasoned staffers in House Democratic circles."  Mr. Crawford
aided Congresswoman Pelosi in her bid as House Democratic Whip in
October 2001, subsequently serving as her chief of staff in the
Whip's office.  He oversaw Ms. Pelosi's race to succeed
Congressman Richard Gephardt (D-Mo.) as House Democratic Leader
and served as her chief of staff when she assumed that office in
January 2003.

In his role as chief of staff to the House Democratic Leader,
Crawford served as principal advisor on policy, political and
procedural matters and was responsible for the operations of
communications, policy, member support and services, the floor,
online communications, outreach and administration.  He also
worked with the members of the Democratic Caucus, the Senate, the
Democratic National Committee, the Democratic Congressional
Campaign Committee, state and locally elected officials and the
business community.

King & Spalding's Washington, D.C., office employs more than 140
attorneys and non-lawyer professionals, including government
relations specialists, trade consultants and policy advisors.
These lawyers and professionals practice in a broad range of areas
including antitrust, class- action and mass tort litigation,
commercial disputes, corporate finance, corporate governance,
environmental, FDA/healthcare, public policy and government
advocacy, government investigations, international trade, mergers
and acquisitions and tax, among others.

King & Spalding LLP -- http://www.kslaw.com/-- is an
international law firm with more than 800 lawyers in Atlanta,
Houston, London, New York and Washington, D.C. The firm represents
more than half of the Fortune 100, and in a Corporate Counsel
survey in October 2004 was ranked one of the top ten firms
representing Fortune 250 companies overall.


* IP Partner Neil Smith Joins Sheppard Mullin in San Francisco
--------------------------------------------------------------
Neil A. Smith has joined the San Francisco office of Sheppard,
Mullin, Richter & Hampton LLP as a partner in the Intellectual
Property Practice Group.  Mr. Smith, most recently a litigation
director at Howard Rice in San Francisco, is a leading
intellectual property litigator, specializing in patent,
trademark, trade secret, unfair competition and copyright matters.

"Neil has been litigation counsel in many of California's leading
cases in the development of intellectual property law over the
last 30 years and will significantly enhance our firm's IP
practice," said Guy Halgren, firm chair.  "We enjoy substantial
strength in patent litigation and the addition of Neil adds depth
firmwide and in San Francisco."

"We're excited to have an accomplished attorney such as Neil join
the practice group, as we continue to grow throughout the state,"
Gary Clark, chair of the IP Practice Group, said.  "Neil's strong
ties to the region are considerable and will complement our
capabilities nationwide."

Commented Mr. Smith, "Sheppard Mullin has an excellent platform
and burgeoning intellectual property, patent, trademark and
copyright practice.  I look forward to working with the talented
group in San Francisco."  Mr. Smith continues, "Partner Ed Komen,
who recently joined the firm's D.C. office, and I represented the
Academy of Motion Picture Arts and Science, in protecting the
'OSCAR' trademark and copyright.  I look forward to working with
him again."

After graduation from law school, Mr. Smith worked as a patent
attorney in the headquarters office of the Atomic Energy
Commission in Washington, D.C. and then clerked for Judge Giles S.
Rich, on the Court of Customs and Patent Appeals (which later
became the Federal Circuit Court of Appeals).  His next career
move was to the intellectual property boutique of Limbach and
Limbach, based in San Francisco and Silicon Valley, where he
represented companies, such as Levi Strauss and Visa, protecting
their trademarks and intellectual property throughout the world.

Additionally, Mr. Smith was involved in anti-counterfeiting,
developing the Ninth Circuit law allowing ex parte temporary
restraining and seizure orders in trademark counterfeiting cases,
representing companies such as Louis Vuitton, Rolex, Adidas, and
the Recording Industry Association of America.  He was counsel in
several leading patent cases, changing the law regarding patent
venue and patent infringement, and led the development of Internet
law, helping clients protect their trademarks and copyrights in
cyberspace.  Mr. Smith was counsel in the first case to deal with
the issue whether the use of trademarks in hidden text and code,
including "metatags," was trademark infringement.  Mr. Smith was
counsel in the first case to deal with the issue whether the
Internet technique of "framing," that is bringing up a web page
through a window or a frame of another web page, was copyright
infringement.  He victoriously litigated the issues of
contributory copyright infringement for the downloading of digital
content, for clients such as Sega in leading video game cases, and
now protects the Pacman video games.

Mr. Smith has held many offices in professional organizations and
is a frequent speaker on IP law.  He served on the Board of
Directors of The American Intellectual Property Law Association,
on the Executive Committee of the Intellectual Property Section of
the State Bar of California, and in the Fall will serve as an
Advisor on the Executive Committee of the International Law
Section of the State Bar.

Mr. Smith earned a Masters in Law in Patent and Trade Regulation
law from George Washington Law School in 1973, a J.D. from
Columbia Law School in 1969, as a Stone Scholar, a B.S. in
Mechanical Engineering in 1966, and B.A. in Physical Sciences in
1965 (from Columbia).

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.

                          *********

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.

                *** End of Transmission ***