TCR_Public/050715.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, July 15, 2005, Vol. 9, No. 166

                          Headlines

101 POE STREET: Case Summary & 10 Largest Unsecured Creditors
ACXIOM CORP: Stock Buy-Out Offer Prompts S&P's Negative Outlook
ANDRIS PUKKE: FTC Says Suits Shouldn't Be Stayed Against Mr. Pukke
ADVANCED ENERGY: Receives Nasdaq's Confirmation of Compliance
AFFINITY MORTGAGE: Case Summary & 20 Largest Unsecured Creditors

AFTERMARKET TECH: Improved Finances Prompt S&P's Positive Outlook
AVISTA CORP: Avista Energy Renews $145 Million Line of Credit
BALLY TOTAL: Asks Noteholders to Extend Waiver Until Oct. 31
BURGER KING: Closes $1.15 Billion Debt Refinancing
CAMPBELL RADIO: Case Summary & 15 Largest Unsecured Creditors

CATHOLIC CHURCH: Court Approves Portland's Six-Month Budget
CATHOLIC CHURCH: Spokane's Move to Terminate Fee Order Draws Fire
C-BASS: Moody's Reviews Series 1999-CB2 Certs. & May Downgrade
CELERITEK INC: Sets July 22 as Final Record Date for Distributions
CENTENARY COLLEGE: Low Tuition Revenue Cues Moody's to Cut Ratings

CHILDREN'S TRUST: Fitch Assigns BB Rating on $33 Million Bonds
COMMERCIAL MORTGAGE: Fitch Holds Low-B Ratings on 4 Cert. Classes
CREDIT SUISSE: Moody's Junks Ratings on 4 Securitization Classes
DIAMOND ENTERTAINMENT: Auditors Express Going Concern Doubt
DOUBLECLICK INC: Completes Hellman & Friedman Merger Deal

D.R. HORTON: Moody's Puts Low-B Ratings Under Review & May Upgrade
ENRON CORP: Avnet Wants Court to Compel $1MM Claims Distribution
EXIDE TECH: Appoints Mark Cummings as Health & Safety VP
EXIDE TECH: Names George Jones Jr. as Human Resources EVP
EXIDE TECH: Three More Firms File Class Actions

FEDERAL-MOGUL: Asks Court to Okay KWLEM Insurance Settlement Pact
FIRST CONSUMERS: S&P Ups Rating on Series 1999-A Class B Certs.
FMC REAL: Fitch Assigns Low-B Ratings on Two Fixed-Rate Notes
FOAMEX L.P.: Likely Default Prompts Moody's to Junk Ratings
GLOBAL TEL*LINK: S&P Junks $22.5 Million Senior Secured Loan

GRANT PRIDECO: Launching $175 Million Private Debt Placement
GRANT PRIDECO: S&P Rates $175 Million Senior Unsec. Notes at BB
GT BRANDS: Hires Bankruptcy Services as Claims & Noticing Agent
GT BRANDS: Wants to Hire Getzler Henrich as Financial Advisors
HANLEY WOOD: S&P Rates $352 Million Senior Secured Loans at B

HIT ENTERTAINMENT: Moody's Rates $376 Million Sr. Sec. Loan at B1
IMPROVENET: Auditors Express Going Concern Doubt in Annual Report
INTERSTATE BAKERIES: Court Consolidates California Profit Centers
JABEZ MANUFACTURING: Case Summary & 21 Largest Unsecured Creditors
JP MORGAN: Fitch Lifts Rating on $14MM Certs. Two Notches to BBB-

J.P. MORGAN: S&P Lifts Low-B Rating on Class H Certificates
KENILWORTH SYSTEMS: Restates Financials for 1998 through 2004
KMART CORP: Kenneth Maynard Gets Stay Lifted to Pursue Litigation
KMART CORP: Wants Randall Boorman's Move to File Late Claim Denied
MARTIN LUTHER: Case Summary & 20 Largest Unsecured Creditors

MAYTAG CORP: Stockholders to Vote on Triton Merger on Aug. 19
METRIS COS: SEC Sends Wells Notice, Advancing Accounting Probe
METRIS COS: Prepaying $49 Million 10-1/8% Senior Notes on Aug. 15
MILACRON INC: Slow Improvement Prompts S&P's Stable Outlook
MIRANT CORP: Court Approves Perryville Settlement Agreement

MIRANT CORP: Disclosure Statement Hearing Rescheduled to Aug. 17
MIRANT CORP: Wants Court to Okay Collateral Transfer Agreement
MORGAN STANLEY: S&P Lifts Ratings on Four Certificate Classes
NBTY INC: Moody's Rates $120 Million Senior Secured Loan at Ba2
NEXTEL COMMS: Launches Exchange Offers & Consent Solicitation

NEXTEL COMMS: Shareholders Approve Proposed Merger with Sprint
NEXTEL COMMS: Sprint Shareholders Approve Proposed Merger
NORTH AMERICAN: Concludes $5 Million Refinancing with OPUS 5949
OCWEN FINANCIAL: De-Banking Prompts Moody's to Lower Ratings
ORBITAL SCIENCES: Good Liquidity Prompts S&P's Positive Outlook

PACIFICARE HEALTH: Fitch Puts $1.1 Billion Debt on Watch Positive
PINE KNOLL: Case Summary & 3 Largest Unsecured Creditors
PUBLIC SERVICE: Fitch Lifts Preferred Debt Rating 2 Notches to BB+
RISK MANAGEMENT: Wants to Hire McDonald Hopkins as Bankr. Counsel
RISK MANAGEMENT: Taps Alvarez & Marsal as Restructuring Advisors

ROBERT MONTGOMERY: Case Summary & 15 Largest Unsecured Creditors
SAINT VINCENTS: Hires Bankruptcy Services as Claims Agent
SAINT VINCENTS: Wants Dechert LLP as Special Conflicts Counsel
SAINT VINCENTS: Wants to Make $2 Million Payment to Lien Claimants
SALTON INC: 62.3% of Senior Noteholders Agree to Tender Notes

SALTON INC: S&P Withdraws D Ratings After Interest Payment
SCHULER HOMES: Moody's Puts Sr. Notes' Low-B Rating Under Review
SCORE MEDIA: Equity Deficit Narrows to $5,458,000 at May 31
SECOND CHANCE: Armor Holdings to Replace Vests in Settlement
SPRINGLETS BOTTLED: Voluntary Chapter 11 Case Summary

STELCO INC: Plans to File CCAA Plan of Arrangement Today
STELCO INC: Workers Tell CEO Pratt Not to Kowtow to Speculators
TACTICA INT'L: Files Plan & Disclosure Statement in S.D.N.Y.
TECK COMINCO: Improved Finances Prompts Moody's to Lift Ratings
THANH HOANG: Case Summary & 6 Largest Unsecured Creditors

TOWER AUTOMOTIVE: Taps Deloitte Tax Professionals as Consultants
TOWER AUTOMOTIVE: Tower Product Wants to Lease Facility & Land
TOWER AUTO: ZF Lemforder Wants Stay Lifted to Permit Set-Off
TOYS 'R' US: S&P Cuts Rating on $13 Mil. Class A-1 Certs. to B+
US AIRWAYS: Plans to Move 89 Employees in Philly to Other Cities

US AIRWAYS: Wants Confirmation Hearing Scheduled for September 15
VARTEC TELECOM: Seeks Court Approval for Fiserve Service Contract
VARTEC TELECOM: Set to Make Adequate Protection Payments to UMB
XYBERNAUT CORP: Potential Lender Won't Pursue DIP Financing
YUKOS OIL: Chukotka Ct. Orders Yukos to Return 14.5% Sibneft Stake

YUKOS OIL: Cypriot Subsidiary Sells Stake in Geoilbent Holdings

* Allan Brilliant Co-Chairs Goodwin Procter's Insolvency Group
* Arthur Marriott & Deborah Ruff Join LeBoeuf Lamb in London

* BOOK REVIEW: Managing a Health Care Alliance

                          *********

101 POE STREET: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 101 Poe Street, LLC
        dba IMAX LLC IV
        101 East Poe Street, #31
        Richmond, Virginia 23222

Bankruptcy Case No.: 05-36270

Chapter 11 Petition Date: July 13, 2005

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Christopher A. Jones, Esq.
                  LeClair Ryan, P.C.
                  Riverfront Plaza, East Tower
                  951 East Byrd Street
                  P.O. Box 2499
                  Richmond, Virginia 23218-2499
                  Tel: (804) 916-7104
                  Fax: (804) 916-7204

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Bob Baird                        Professional            Unknown
5005 Arapaho Trail               Services
Glen Allen, VA 23059
Tel: (804) 273-0723

City of Richmond                 Utilities               Unknown
Department of Public Utilities
900 East Broad Street
Richmond, VA 23219
Tel: (804) 644-3000

Clive A. Morey                   Professional            Unknown
3314 North Parham Road           Services
Richmond, VA 23294
Tel: (804) 527-1400

Dominion Virginia Power          Utilities               Unknown
P.O. Box 26666
Richmond, VA 23261
Tel: (888) 667-3000

Hirschler Fleischer              Professional            Unknown
Federal Reserve Bank Building    Services
701 East Byrd Street
Richmond, VA 23219
Tel: (804) 771-9546

IMAX Investments                 Professional            Unknown
2405 Barton Avenue               Services
Richmond, VA 23222
Tel: (206) 322-1688

Internal Revenue Service         Taxes                   Unknown
400 North 8th Street, Room 898
Richmond, VA 23240
Tel: (804) 698-5000

M. A. Motley                     Professional            Unknown
2501 Northumberland Street       Services
Richmond, VA 23220
Tel: (804) 321-7363

Symone B. Scales                 Professional            Unknown
2405 Barton Avenue               Services
Richmond, VA 23222
Tel: (206) 322-1688

Trible's, Inc.                   Trade debt              Unknown
1280 Concord Avenue
Richmond, VA 23228
Tel: (804) 264-8800


ACXIOM CORP: Stock Buy-Out Offer Prompts S&P's Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Little Rock, Arkansas-based Acxiom Corp.  At the
same, the outlook was revised to negative from positive,
reflecting the offer from the company's largest shareholder to buy
the remainder of the company's shares for $23 per share.

"At this time, Standard & Poor's does not know how the company
will respond to this offer, and whether defensive measures might
be used to counter these actions," said Standard & Poor's credit
analyst Philip Schrank.  Acxiom currently has no rated debt.

The rating reflects Acxiom's good niche market position and
adequate cash flow generation.  Acxiom provides database
marketing, data warehousing, and decision-support services.
Business risk is tempered by Acxiom's expertise in managing its
comprehensive consumer databases.  More than one-half of its
direct-marketing assignments are performed for long-term clients,
and outsourcing contracts generally cover multiple years,
offsetting a concentrated customer base and providing a degree of
revenue predictability.

However, the company is still a relatively small participant in a
growing and fragmented industry that may see the entrance of
several, much larger competitors.  Channel partnerships and
moderate acquisitions could continue, primarily to expand
participation in selected vertical markets, enhance distribution
capability, and provide additional operational diversity.

Acxiom has implemented cost-reduction actions and increased
revenues and profitability over the past year.  Fiscal 2005
revenues were $1.2 billion, operating margins are approaching the
mid-teens area, and the company generates good free cash flow.
Following the conversion of $175 million of subordinated notes
into stock, total debt to EBITDA is below 1X.


ANDRIS PUKKE: FTC Says Suits Shouldn't Be Stayed Against Mr. Pukke
------------------------------------------------------------------
Andris Pukke, former president of bankrupt company Ameridebt Inc.,
filed for chapter 11 protection on Monday, July 11, 2005.  The
bankruptcy filing typically would have stayed creditors hounding
Mr. Pukke and would have stayed lawsuits from progressing.  
However, the Federal Trade Commission believes the automatic stay
doesn't apply to Mr. Pukke's case.  

Jeane M. Crouse, Esq., the FTC's counsel, said in published
reports that ". . . bankruptcy wasn't formulated as a haven for
wrongdoers."  The FTC sued Ameridebt seeking to recover $172
million in fees that consumers paid to the company over the years.

To recall, the Permanent Subcommittee on Investigations of the
United States Senate Committee on Governmental Affairs discovered
that Ameridebt was formed by Pamela Pukke, Mr. Andris' wife.  
Andris was made president of the company for two years.  He then
formed DebtWorks, Inc., to handle debt management programs for
Ameridebt.  

The FTC claims that Mr. Pukke and his wife launched Ameridebt to
defraud consumers through a debt management scheme which charged
high but poorly disclosed fees.

At the trade agency's behest, a receiver was appointed in April
this year to control and track down assets that the FTC believes
Mr. Pukke channeled to offshore accounts.

According to Reuters, Mr. Pukke filed for chapter 11 to regain
control of his assets.  

"The receivership probably will be displaced by the bankruptcy
filing.  So the receiver that previously had control of his
property will probably surrender control to him and he will now be
a fiduciary on behalf of his creditors," Lynn M. LoPucki, a UCLA
law professor, said to Reuters.  "Some call it the fox guarding
the chicken coop."

Mark Taylor, Ameridebt's chapter 11 trustee, told Reuters that Mr.
Pukke will likely file a motion to remove the receiver.

                        About Ameridebt

Headquartered in Germantown, Maryland, AmeriDebt, Inc. --  
http://ameridebt.org/-- is a credit counseling company.  The    
Company filed for chapter 11 protection on June 5, 2004 (Bankr.  
Md. Case No. 04-23649).  Stephen W. Nichols, Esq., at Deckelbaum  
Ogens & Raftery, Chartered, represents the Debtor in its  
restructuring efforts.  When the Company filed for protection from  
its creditors, it listed $8,387,748 in total assets and  
$12,362,695 in total debts.

Headquartered in Newport Beach, California, Andris Pukke is the
founder of Ameridebt Inc.  He filed for chapter 11 protection on
July 11, 2005 (Bankr. C.D. Calif. Case No. 05-14811).  William N.
Lobel, Esq., at Irell & Manella LLP represents the Debtor.  When
he filed for protection from his creditors, Mr. Pukke listed $10
million to $50 million in assets and debts.


ADVANCED ENERGY: Receives Nasdaq's Confirmation of Compliance
-------------------------------------------------------------
Advanced Energy Industries, Inc. (Nasdaq: AEIS) received
notification from the Listing Qualifications Department of The
Nasdaq Stock Market that the Company's common stock will be listed
for trading on Nasdaq under its ticker symbol "AEIS" as of the
open of business on July 14, 2005.

The Company previously disclosed that it has received a letter
from the Listing Qualifications Department of The Nasdaq Stock
Market that indicated Advanced Energy was not in compliance with
the filing requirement for continued listing set forth in Nasdaq
Marketplace Rule 4310(c)(14) due to the lack of an attestation on
internal control from its independent auditor under Section 404 of
the Sarbanes-Oxley Act.  The Company filed Form 10-K/A on July 11,
2005 to address this issue.

As reported in the Troubled Company Reporter on May 11, 2005,
Advanced Energy identified two material weaknesses in its internal
control over financial reporting as of Dec. 31, 2004, which are
described in the Company's annual report:

     (i) a lack of appropriate segregation of duties defined
         within our enterprise resource planning system; and

    (ii) the combination of a lack of information system
         integration and uniformity regarding the Company's Japan
         operations and a lack of sufficient human resources for
         proper segregation of duties and oversight in Japan.

Nasdaq Marketplace Rule 4310(c)(14) requires Advanced Energy to
file with The Nasdaq Stock Market copies of all reports and other
documents filed or required to be filed with the Securities and
Exchange Commission (SEC) on or before the date they are filed
with the SEC.  The Nasdaq letter contends that Advanced Energy has
not complied with this requirement, because Advanced Energy's
Annual Report on Form 10-K for the year ended December 31, 2004
did not contain an opinion from Advanced Energy's independent
auditor relating to management's assessment of internal control
over financial reporting.  The report from Advanced Energy's
independent auditor relating to internal control over financial
reporting, which is included in Advanced Energy's 2004 Form 10-K,
states that the auditor is not able to express an opinion on
management's assessment or on the effectiveness of Advanced
Energy's internal control over financial reporting.

Advanced Energy believes that the inclusion of the independent
auditor's report in the 2004 Form 10-K constitutes compliance with
Rule 4310(c)(14) and intends to present its arguments at the
hearing before the Nasdaq Listing Qualifications Panel.  The
Company is also working with its independent auditors to resolve
this issue.  There can be no assurance that the Nasdaq Listing
Qualifications Panel will determine that Advanced Energy is in
compliance with Rule 4310(c)(14) or otherwise grant Advanced
Energy's request for continued listing.

Advanced Energy Industries, Inc. -- http://www.advanced-
energy.com/ -- is a global leader in the development and support
of technologies critical to high-technology manufacturing
processes used in the production of semiconductors, flat panel
displays, data storage products, compact discs, digital video
discs, architectural glass, and other advanced product
applications.


AFFINITY MORTGAGE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Affinity Mortgage and Financial Services Inc.
        108 North Spring Street
        Bellefonte, Pennsylvania 16823

Bankruptcy Case No.: 05-04603

Type of Business: The Debtor is a family-owned financing company
                  that provides new home purchase financing,
                  refinancing of debt, debt consolidation loans
                  and home equity lines of credit.
                  See http://eaffinitymortgage.com/

Chapter 11 Petition Date: July 12, 2005

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert L. Knupp, Esq.
                  Knupp Kodak and Imblum PC
                  407 North Front Street
                  P.O. Box 11848
                  Harrisburg, Pennsylvania 17108
                  Tel: (717) 238-7151
                  Fax: (717) 238-5258

Total Assets: $0

Total Debts:  $2,855,082

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Omega Bank                              $891,386
   P.O. Box 619
   State College, PA 16804-0619

   Internal Revenue Service                $839,305
   Federated Investors Tower
   1001 Liberty Avenue
   Pittsburgh, PA 15222

   Commonwealth of Pennsylvania            $299,707
   Department of Revenue
   Bureau of Compliance
   Harrisburg, PA 17120

   The Water Guy                           $123,877
   Shinn Spring Water Co. Inc.
   2 East Pointe Drive
   Birdsboro, PA 19508

   Cardinal Financial Co.                  $102,176
   Howland Hess Guinan Torpey
   2444 Huntingdon Pike
   Huntingdon, PA 19006

   Liberty Property Holdings                $62,014
   P.O. Box 1806
   Lancaster, PA 17608

   M&T Bank                                 $57,797
   One M & T Plaza
   Buffalo, NY 14240

   Northwest Savings Bank                   $52,000
   Second & Liberty Street
   Warren, PA 16365

   BCCZ                                     $45,729
   2 Gateway Center
   Pittsburgh, PA 15222

   Developers 1000                          $27,386
   P.O. Box 1806
   Lancaster, PA 17608

   WTAJ-TV 10                               $20,000
   5000 6th Avenue
   Altoona, PA 16602

   CBC Companies                            $18,612
   520 East Main Street
   Carnegie, PA 15106-2051

   De Lage Landen Leasing                   $15,723
   1111 Old Eagle School Road
   Wayne, PA 19087

   Health America                           $15,633
   R M S
   512 7th Avenue, 11th Floor
   New York, NY 10018

   Tek Tron Solutions                       $15,000
   1575 Mcfarland Road
   Pittsburgh, PA 15216

   Verizon                                  $13,978
   P.O. Box 28000
   Lehigh Valley, PA 18002-8000

   Myers Appraisals                         $13,300
   907 Scalp Avenue, Suite 112
   Johnstown, PA 15904

   Deb Differ D&D App                       $13,000
   241 Walker Road
   Lahdenberg, PA 19350

   Prudential Realty                        $12,032
   3700 South Water Street, Suite 100
   Pittsburgh, PA 15203-2365

   Richard A. Fornicola, Treasurer          $12,007
   420 Holmes Street
   Bellefonte, PA 16823


AFTERMARKET TECH: Improved Finances Prompt S&P's Positive Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Aftermarket Technology Corp. to positive from stable.  ATC is a
supplier of remanufactured transmissions and engines to automotive
original equipment manufacturers.  "The outlook revision reflects
the company's potential for an upgrade within two years if its
fairly new management team can demonstrate sustained improved
credit measures and a disciplined approach to its potential
acquisitions," said Standard & Poor's credit analyst Nancy C.
Messer.

Standard & Poor's also affirmed its 'BB-' corporate credit rating
and its 'BB-' senior secured debt rating on ATC.  The company's
total balance sheet debt outstanding was $107 million at March 31,
2005.

The ratings on Downers Grove, Illinois-based ATC reflect:

    * the company's aggressive financial risk profile and weak
      business profile, characterized by its exposure to highly
      competitive end markets,

    * its relatively small scope and scale, and

    * its customer concentration.

Having significantly deleveraged, ATC is now focused on revenue
expansion through a combination of internal and external
initiatives under the leadership of the new senior management
team, installed in early 2004.  The strategy is driven by
investment in business development activities and by
opportunistic, possibly debt-financed acquisitions.

The positive outlook reflects:

    * ATC's prospects for further improvements in its financial
      profile due to restructuring initiatives,

    * consistent free cash flow generation, and

    * debt reduction despite the company's growth focus.

Still, the company's ratings are constrained by its weak business
profile.  ATC's revenues are derived from a small number of key
customers, and the company's businesses have a small scope and
scale.  These weaknesses were evident in 2003 when ATC's two
primary business segments were simultaneously afflicted by weak
demand that drove EBITDA down nearly 40% year over year.

Although ATC's EBITDA margins have likely declined permanently
from pre-2003 levels because of competition, we expect the company
to continue generating free cash flow.  New business wins
following the implementation of ATC's growth strategy should
enhance the company's product and customer diversity and improve
revenue and EBITDA stability over time.  Any modest upgrade would
depend on ATC's ability to sustain its solid credit measures in
the year or two ahead as this strategy is executed.


AVISTA CORP: Avista Energy Renews $145 Million Line of Credit
-------------------------------------------------------------
Avista Energy, Avista Corp.'s (NYSE: AVA) electricity and natural
gas marketing, trading and resource management subsidiary, renewed
its committed line of credit, extending the expiration date to
July 12, 2007, while increasing the aggregate amount from
$110 million to $145 million.

"We are very pleased to renew our credit facility for an increased
amount and a longer committed term of two years," said Dennis
Vermillion, president of Avista Energy.  "We believe these
enhancements demonstrate recognition by our banks that Avista
Energy continues to be a strong, focused performer in Western
energy markets.  The renewed credit facility will provide
continued financial flexibility going forward and reinforce our
strong relationship with our banking partners."

Avista Energy -- http://www.avistaenergy.com/-- is an electricity  
and natural gas marketing, trading and resource management
business, applying its energy marketing knowledge and expertise to
physical assets in Western regional markets.  Avista Energy
controls or manages hydroelectric and natural gas-fired resources
or assets owned by other companies in the West and also manages
natural gas assets -- both pipelines and storage.

Avista Corp. -- http://www.avistacorp.com/-- is an energy company  
involved in the production, transmission and distribution of
energy as well as other energy-related businesses. Avista
Utilities is a company operating division that provides service to
330,000 electric and 285,000 natural gas customers in three
western states. Avista's non-regulated subsidiaries include Avista
Advantage and Avista Energy. Avista Corp.'s stock is traded under
the ticker symbol "AVA."

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2005,
Moody's Investors Service upgraded the ratings of Avista
Corporation's series C medium-term notes to Baa3 from Ba1.  The
rating action solely reflects the granting of first mortgage bond
security to the notes, which had previously been unsecured.

Avista Corp. provided first mortgage bond security to the series C
MTNs in order to suspend negative covenants that had limited its
ability to issue additional secured debt.  Avista's other ratings
are unaffected.  Moody's said the rating outlook for Avista
remains stable.


BALLY TOTAL: Asks Noteholders to Extend Waiver Until Oct. 31
------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) intends to
seek a 90-day extension of the existing waivers from its public
noteholders until Oct. 31, 2005.  The original waivers, which
relate to the Company's delay in providing financial statements
as required by indentures governing its outstanding notes, will
expire on July 31, 2005.

"During the past nine months, we have made substantial progress
towards completing this audit despite having to replace several
key finance executives, hiring a new CFO, Treasurer and Controller
and dealing with many complex accounting issues, several of which
were unearthed during the process," Paul Toback, Chairman and
Chief Executive Officer said.  "Now I believe that barring any
unforeseen circumstances, we are close to completing this long
process despite needing a little more time to do so."

Bally will not be able to provide its audited financial statements
for 2002-2004 by July 31, 2005, and will seek an extension for up
to 90 days of the waivers of reporting covenant defaults from
holders of its 10-1/2% Senior Notes due 2011 and 9-7/8% Senior
Subordinated Notes due 2007 under the indentures governing the
notes.  These defaults result from the Company's previously
announced failure to timely provide its financial statements for
the second and third quarters and full year 2004 and the first
quarter of 2005 with the Securities and Exchange Commission and
deliver such financial statements to the trustee and holders of
notes pursuant to the indentures.  

If the waivers are not extended, the Company will be in default
under its indentures after July 31, 2005.  At any time thereafter,
the obligations of the Company under its public notes could be
accelerated after notice and the passage of cure periods under the
indentures.  Moreover, the Company's credit facility provides for
a cross-default 10 days after delivery of such notice under either
indenture, which would give the Company's lenders under the credit
facility the right to accelerate the Company's obligations
thereunder.

                         New Auditors

As a result of the previously disclosed investigation conducted by
the Company's Audit Committee, which found multiple errors in the
Company's past accounting, the Company decided to no longer rely
on Ernst & Young LLP's reports with respect to prior year audits
and engaged KPMG LLP to audit the Company's financial statements
for 2002-2004.

Bally's management has devoted a significant amount of their
efforts and Company resources towards completing the multi-year
audit.  A key part of this effort has been bringing in new
financial and accounting leadership.  In recent months, the
Company has appointed a new Chief Financial Officer, Treasurer,
Controller and Assistant Controller.  Given these parties' limited
tenure with Bally, the involvement of a new auditing firm and the
complexity surrounding the accounting issues involved, including,
among others, revenue recognition and the valuation of goodwill
and other intangible assets relating to prior acquisitions, Bally
does not expect to complete such audits by July 31, 2005.  
Resolution of all remaining audit issues is expected to be
completed in order to make the necessary filings with the
Securities and Exchange Commission, the trustee and the
noteholders no later than Oct. 31, 2005.  The Company also expects
a delay in filing its 10-Q report for the quarter ended June 30,
2005, which would also be covered by the waiver extension.

As of July 12, 2005, the Company had no borrowings outstanding but
has issued approximately $9.8 million of letters of credit under
the $100 million revolving credit portion of its $275 million
credit facility.

Bally Total Fitness is the largest and only nationwide commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
Korea, China and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R) ,
Bally Sports Clubs(R) and Sports Clubs of Canada(R) brands. With
an estimated 150 million annual visits to its clubs, Bally offers
a unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Rating Services lowered its ratings on Bally
Total Fitness Holding Corporation, including lowering the
corporate credit rating to 'CCC+' from 'B-'.

At the same time, Standard & Poor's changed its outlook on the
ratings to negative from developing.  Total debt outstanding at
Sept. 30, 2004, was $747.7 million.

"The rating actions are based on the potential for further delays
in the filing of financial statements and on related
uncertainties, in light of Bally's Audit Committee's recent
findings," said Standard & Poor's credit analyst Andy Liu.


BURGER KING: Closes $1.15 Billion Debt Refinancing
--------------------------------------------------
Burger King Corporation disclosed the successful closing of the
refinancing of its debt, effective July 13, 2005.  The
$1.15 billion transaction will reduce Burger King's total debt and
annual interest expense and will create the Company's first stand-
alone bank group since the Company was last independent in 1967.

"This transition marks an important step in Burger King's
history," said Greg Brenneman, chairman and CEO of Burger King
Corporation.  "The refinancing will give BKC the flexibility and
resources it needs to fund our future growth.  We are especially
pleased by the strong market response to our offering."

J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. led
the financing as co-lead arrangers and joint bookrunners.

The Company's credit facilities were previously guaranteed by
Burger King Corporation's former parent company, the UK-based
Diageo plc.

The BURGER KING(R) system operates more than 11,000 restaurants in
more than 60 countries and territories worldwide.  Approximately
90 percent of BURGER KING restaurants are owned and operated by
independent franchisees, many of them family-owned operations that
have been in business for decades.  Burger King Holdings Inc., the
parent Company, is private and independently owned by an equity
sponsor group comprised of Texas Pacific Group, Bain Capital and
Goldman Sachs Capital Partners.  Burger King is available on the
Web at http://www.burgerking.com/

                        *     *     *

As reported in the Troubled Company Reporter on June 21, 2005,
Moody's Investors Service assigned a rating of Ba2 to the proposed
$1.15 billion bank loan of Burger King Corporation.  Together with
cash on hand, proceeds from the new bank loan will refinance all
debt incurred in the December 2002 leveraged buyout.  Limiting the
ratings are Moody's belief that Burger King's financial
flexibility will remain weak for several years relative to higher
rated restaurant peers and the challenges in steadily improving
performance in the competitive hamburger QSR segment.

However, the resilience of the Burger King brand and Moody's
expectation that the company will continue to improve operating
efficiency support the rating placement.  The rating outlook is
stable.  This is the first time that Moody's has rated Burger
King.


CAMPBELL RADIO: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Campbell Radio Company, LLC
             c/o Percy Squire
             65 East State Street, Suite 200
             Columbus, Ohio 43215

Bankruptcy Case No.: 05-62106

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Esq. Communications, Inc.                  05-62109
      Stop 26-Riverbend, Inc.                    05-62112
      Stop 26-Riverbend Licenses, LLC            05-62113

Type of Business: The Debtors own and operate three radio
                  stations: WASN 1330 AM, WGFT 1500 AM, and
                  WRBP 101.9 FM.

Chapter 11 Petition Date: July 12, 2005

Court: Southern District of Ohio (Columbus)

Judge: Barbara J. Sellers

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

                                  Total Assets   Total Debts
                                  ------------   -----------
Campbell Radio Company, LLC            $0        $20,821,174
Esq. Communications, Inc.              $0        $20,971,174
Stop 26-Riverbend, Inc.                $0        $21,527,874
Stop 26-Riverbend Licenses, LLC        $0        $20,010,149

Consolidated List of 15 Largest Unsecured Creditors of:

   -- Campbell Radio Company, LLC
   -- Esq. Communications, Inc.

   Entity                                 Claim Amount
   ------                                 ------------
D.B. Zwirn Special Opportunities Fund      $14,274,667
9 West 57th Street, 27th Floor
New York, NY 10019

Liberty Media Corporation                   $1,500,000
12300 Liberty Boulevard
Englewood, CO 80112

Huntington National Bank                    $1,000,000
P.O. Box 1558 #20325
Columbus, OH 43271

Harold E. Kelley                              $750,000
616 15th Street
Ashland, KY 41101

Broadcast Music Inc.                          $677,513
320 West 57th Street
New York, NY 10019

Bricker & Eckler                              $550,000
100 South Third Street
Columbus, OH 43215

Fahey Backing Company                         $450,000
127 North Main Street
Marion, OH 43202

Allied Capital                                $360,482
c/o Business Loan Center
645 Madison Avenue
New York, NY

Adrien N. Roe, Esq.                           $300,000
Two Gateway Center, 17th Floor
Pittsburg, PA 15222

William Curack                                $250,000
74 South Fourth Street
Columbus, OH 43205

Broadcast Capital                             $200,000
1001 Connecticut Avenue, Suite 705
Washington DC 20036

Florence Coleman                              $150,000
2735 Nantucket Road
Xenia, OH 45385

City of Youngstown Ohio                       $150,000
26 South Thelps Street
Youngstown, OH 44503

Capital Crossing Bank                         $108,512
101 Summer Street
Boston, MA 02110

Katten Muchin Rosenman                        $100,000
1025 Thomas Jefferson Street, N.W., Suite 700
Washington DC 20007


CATHOLIC CHURCH: Court Approves Portland's Six-Month Budget
-----------------------------------------------------------
As previously reported in the Troubled Company Reporter on
November 19, 2004, The Archdiocese of Portland in Oregon and the
Official Committee of Tort Claimants appointed in the diocese's
chapter 11 case want to implement a procedure that will allow the
Archdiocese, the parishes, and the schools to continue to utilize
the funds and investments in various Accounts without:

   -- the necessity of the Court determining any of the disputed
      legal issues at this time; and

   -- without waiver of any rights by Portland, the Committee, or
      any party-in-interest to pursue determination of the
      Disputed Legal Issues in the future.

Portland requires the continued use of what it deems to be its
funds in the Accounts for its ordinary day-to-day operations.
The parishes and schools require the use of funds in the Accounts
for day-to-day operations -- including summer salaries, tuition
assistance, scholarships, and textbooks, and for repairs and
renovations to real and personal property.  In addition, the funds
in the ALIP are used to fund certain building projects at parishes
and schools and other expenditures.

*   *   *

The Archdiocese of Portland in Oregon has prepared a budget, which
sets forth the estimated cash to be used for day-to-day
operations, and lists, which sets forth anticipated expenditures
from the Archdiocesan Loan and Investment Program and Catholic
Education Endowment Fund for the period from July 1, 2005, through
December 31, 2005.

A copy of the budget and lists is available at no charge at:

  http://bankrupt.com/misc/portland_3rd_operating_budget.pdf

To preserve the viability of Portland, the parishes and the
schools, to allow them to continue to operate in the ordinary
course, and to provide adequate oversight over Portland's use and
administration of the funds and investments in the Accounts,
Portland and the Official Committee of Tort Claimants in
Portland's case have agreed that Portland may continue to utilize
the funds and investments in the Accounts and in accordance with
the Operating budget, the ALIP budget, and the CEEF.  Portland
will use the funds in the Accounts only in the amounts and for the
uses set forth in the Operating budget, the ALIP Budget, and the
CEEF Budget.

The parties agree that:

   (a) Portland may use the funds and investments in the Accounts
       only in the amounts and for the purposes described in the
       Operating Budget, the ALIP Budget, and the CEEF Budget
       through and including December 31, 2005.  The Budget
       Period may be extended by further stipulation and Court
       order.  So long as Portland's total Operating Budget
       expenditures do not exceed the aggregate amount,
       Portland's Operating Budget expenditures for any line item
       may exceed the amount budgeted for that line item by a
       factor of no more than 20% of the budgeted amount.

   (b) Portland will be authorized to make disbursements of ALIP
       and CEEF funds not provided in the ALIP Budget and CEEF
       Budget pursuant to these procedures:

       (1) Upon a request for a disbursement not provided for in
           the ALIP or CEEF Budget for an aggregate of $40,000 or
           less, within a six-month period, for repairs,
           maintenance, or other normal operating expenses, but
           excluding capital expenditures and other out of the
           ordinary transactions, and if the request complies
           with the established guidelines and for making for
           making the disbursement, Portland will be authorized
           to make the disbursement without further notice or
           Court order.

       (2) Upon a request for a disbursement not provided for in
           the ALIP Budget or CEEF Budget that is either (i) for
           a capital expenditure, or (ii) in excess of an
           aggregate of $40,000, within a six-month period, and
           if the request complies with the established
           guidelines and procedures for making the disbursement,
           then before making the disbursement, Portland will
           provide the Portland Tort Committee with 10 business
           days' prior written notice setting forth the name of
           the participant, the amount of the request, and a
           description of the purpose for the requested
           disbursement.

       (3) If no written objection is received from the
           Committee within the 10-day period, Portland will be
           authorized to make the requested disbursement without
           further Court notice or order.  If the Committee
           objects to the disbursement, it will, within the
           10-day period, provide Portland with written notice of
           its objection.

       (4) Upon receipt of the objection, Portland will not make
           the disbursement without first obtaining a written
           withdrawal from the Committee of its objection, or
           pursuant to a Court order after 20 days' notice and an
           opportunity for hearing to the participant requesting
           the disbursement, the Committee, the 20 largest
           unsecured trade creditors, the U.S. Trustee, and all
           parties requesting special notice.

Judge Perris approved the stipulation.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic  
Church Bankruptcy News, Issue No. 33; Bankruptcy Creditors'  
Service, Inc., 215/945-7000)


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

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

                            Objections

(1) Tort Committee

On behalf of the Tort Claimants Committee, Joseph E. Shickich,
Jr., Esq., at Riddell Williams P.S., in Seattle, Washington,
informs the U.S. Bankruptcy Court for the Eastern District of
Washington that the Parishes' request is a tactical response to
the Tort Committee's request to restrict use of estate property.

The Association of Parishes defensively seeks to restrict use of
estate funds for the payment of all counsel.  The Court should not
accept this proposal, Mr. Shickich asserts.  Rather, the Court
should require the Diocese and the Parishes to directly confront
the issue of whether the Diocese, in its fiduciary capacity for
the creditors, should be spending estate funds in an effort to
minimize the estate.

Mr. Shickich points out that the Committees have already
accommodated the Parishes and have not forced the issue of whether
Parish income must be used to pay Estate expenses.  As a result,
the payment of counsel fees under the Interim Fee Procedures Order
does not impact the Parishes' operations.

Mr. Shickich reminds Judge Williams that the Diocese has
represented that, as of June 29, 2005, all payment requests under
the Interim Fee Procedures Order through April 2005 will have been
paid.  Mr. Shickich notes that by the time the Termination Motion
is heard, some of the requested amounts for May and June will have
been paid and the effect of the Termination Motion will be to
restrict the payment of funds to professionals going forward as
they work on the bar date notice and the claims process,
exclusivity and plan issues and, negotiate the resolution of the
case.  It is reckless to restrict the payment of professional fees
in connection with those services, Mr. Shickich contends.

Dillon E. Jackson, Esq., at Foster Pepper & Shefelman PLLC, on
behalf of a group of tort litigants and tort claimants holding
claims for clergy sexual abuse, agrees with the Tort Committee's
assertion.  Mr. Jackson says the Diocese's position on estate
property is "urged against the interests of the creditors and the
estate in this case, and at the substantial and unjustified
expense to the estate."

"This should not be permitted or condoned," Mr. Jackson says.

(2) Official Committee of Tort Litigants

The Official Committee of Tort Litigants contends that the
Termination Motion does not address the Diocese's ultimate
liquidity problem.  The professionals' allowed administrative
claims must be paid by the effective date of a plan.  However, the
Diocese does not have a current business plan that addresses this
problem.

"The Motion proposes an ostrich-like response: it defers the
problem without proposing a solution," John W. Campbell, Esq., at
Esposito, George & Campbell, PLLC, in Spokane, Washington, tells
Judge Williams.

The Termination Motion also lacks any factual support for the
proposition that the Diocese lacks the financial resources to pay
the claims.  Mr. Campbell relates that no substantial response has
been made to his request dated May 20, 2005, seeking financial
information to support the Parishes' Motion.

Mr. Campbell maintains that the administrative expenses in the
Chapter 11 case is the result of the Diocese's failure to settle
its state-court litigation and its scorched earth policy of
failing to propose any settlement proposals to date.  If the
Diocese underestimated the financial impact of two committees, it
should have moved towards a more efficient reorganization
strategy.

While the Diocese may contend that much of the expenses are
attributable to inter-committee conflicts, the Tort Committee
believes that this is simply not the case.  If the Parishes think
that the case has too many professionals, it should have objected
to some of the employment applications.  Instead, the Parishes
resort to strong-arm tactics on the creditors' lawyers who have
done more than anyone else to tee up the real issues in the case
for the Court to resolve, or for the parties to settle.

The Tort Committee believes that the timing the Termination
Motion in the middle of the Tort Committee's summary judgment
litigation was not without an eye to obtain a tactical advantage
by attorneys who are using Parish resources to fund their
litigation efforts without any judicial oversight.

"It is nothing more then a motion for reconsideration of the
[Interim Fee Procedures Order]," Mr. Campbell says.  The request
fails to meet the standards for reconsideration and does not set
forth any reason for the termination or modification of the
Interim Fee Procedures Order.

Gayle E. Bush, the Legal Representative for Future Tort Claimants
and Minors, supports the arguments presented by Tort Litigants and
the Tort Committee.

                  Spokane Wants Order Modified

Shaun M. Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller,
LLP, in Spokane, Washington, tells Judge Williams that the
Diocese of Spokane does not object to a reasonable modification of
the Interim Fee Procedures Order.

The Diocese agrees that the circumstances of the Chapter 11 case
have changed from the time it sought for an establishment of an
interim fee procedure.  According to Mr. Cross, the Diocese did
not foresee the appointment of two committees of unsecured
creditors and the increased legal expenses associated with two
committees.

Spokane proposes that the counsel for the Committees, the
Parishes, and the Diocese be given a reasonable period of time to
work out a stipulated modification to the Interim Fee Procedures
Order.  In the event a modification cannot be settled among them,
the Diocese asks the to Court resolve the matter by telephonic
hearing in late July or early August 2005.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000)


C-BASS: Moody's Reviews Series 1999-CB2 Certs. & May Downgrade
--------------------------------------------------------------
Moody's Investors Service placed two tranches issued by C-Bass
Mortgage Loan Asset-Backed Certificates, 1999-CB2 on review for
possible upgrade and four tranches collectively from C-Bass
Mortgage Loan Asset-Backed Certificates, 2002-CB1 and C-Bass 2002-
CB2 Trust on review for possible downgrade.  The underlying
collateral in each deal consists of subprime residential mortgage
loans.

The series 1999-CB2 certificates are being place on review for
possible upgrade in light of of strong performance of the mortgage
pool, including lower than anticipated cumulative loss figures and
significant amounts of excess spread.  The certificates are being
placed on review for possible downgrade based upon the poorer than
anticipated performance of the underlying mortgage pools
including, but not limited to, a build up in severely delinquent
loans.

Complete rating actions are as follows:

Issuer: C-Bass Mortgage Loan Asset-Backed Certificates, 1999-CB2

Class 2M-1, Currently: Aa2; on review for possible upgrade.
Class 2M-2, Currently: A2; on review for possible upgrade.

Issuer: C-Bass Mortgage Loan Asset-Backed Certificates, 2002-CB1

Class B-1, Currently: Baa1; on review for possible downgrade.
Class B-2, Currently: Baa3; on review for possible downgrade.

Issuer: C-Bass 2002-CB2 Trust

Class B-1, Currently: Baa2; on review for possible downgrade.
Class B-2, Currently: Ba1; on review for possible downgrade.


CELERITEK INC: Sets July 22 as Final Record Date for Distributions
------------------------------------------------------------------
Celeritek, Inc.'s (Nasdaq: CLTK) common stock has been delisted
from the Nasdaq Stock Market effective July 11, 2005.  Celeritek
will close its stock transfer books and discontinue recording
transfers of its common stock at the close of business on July 22,
2005.  Thereafter, certificates representing the common stock will
not be assignable or transferable on the books of the company.  
Any future distributions made by Celeritek will be made solely to
the stockholders of record at the final record date, which is the
close of business on July 22, 2005.

As previously announced, Celeritek completed the sale of
substantially all of its assets to Mimix Broadband, Inc., on
June 3, 2005, for $2.8 million in cash, subject to a working
capital purchase price adjustment, plus the assumption by Mimix of
approximately $6 million in liabilities.  Based on Celeritek's
working capital at closing, the $2.8 million cash purchase price
was adjusted downward by $300,000, for a final cash purchase price
of $2.5 million.  $300,000 of the $2.5 million cash purchase price
is being held in escrow until Dec. 3, 2005, to satisfy any
indemnification claims that may arise.

                        Liquidation Plan

As previously announced, Celeritek's adopted a plan of dissolution
and complete liquidation on June 3, 2005.  The key features of the
plan of dissolution, as further described in Celeritek's
definitive proxy statement for the shareholders meeting held on
June 3, 2005, are to:

   (1) cease business operations, except as may be necessary to
       wind up the company's business affairs;

   (2) pay or make adequate provision for all of liabilities; and

   (3) distribute any remaining assets to shareholders in one or
       more liquidating distributions.

Celeritek will also be changing its corporate name to "CTK Windup
Corporation."

On June 24, 2005, Celeritek made an initial liquidating
distribution to its holders of common stock of $0.62 per share, or
approximately $8.3 million in the aggregate, which was paid to
shareholders of record on June 10, 2005.  Celeritek cannot at this
time predict the timing or amount of future liquidating
distributions.  Any amounts to be distributed to shareholders may
be less than the price or prices at which Celeritek's common stock
has recently traded or may trade in the future.

Mimix Broadband Inc. supplies highly integrated and linear
monolithic microwave integrated circuits (MMICs) for microwave and
millimeter-wave wireless applications. The addition of Celeritek
gives Mimix an immediate platform to expand its product portfolio
and serve new, complementary markets. This combined company offers
a more diversified product line to serve the top tier telecom,
satellite and defense companies.


CENTENARY COLLEGE: Low Tuition Revenue Cues Moody's to Cut Ratings
------------------------------------------------------------------
Moody's Investors Service has downgraded Centenary College's long-
term debt rating to Ba1 from Baa2 and has assigned a negative
outlook to the rating.  The rating action affects the College's
Series 1999 Revenue and Refunding Bonds issued through the
Louisiana Public Facilities Authority, with $18 million
outstanding.

The rating downgrade is driven by severely imbalanced operating
performance, in large part due to Centenary's challenging market
position, which has led to stagnant tuition revenue.  The negative
outlook reflects our concerns that the College will continue to
face significant revenue pressures, particularly on tuition,
leading to ongoing operational challenges and further depletion of
reserves.

Legal Security: The Series 1999 bonds are unsecured general
obligations of the College.

Interest Rate Derivatives: None

                            Strengths

    * Sound balance sheet position, with expendable resources
      covering debt and operations by 1.38 time and 0.95 times,
      respectively.

    * Ability to borrow up to $17.2 million of certain permanent
      endowments to provide the College additional liquidity in
      the event of an acceleration of the Series 1999 bonds.

    * Limited additional debt plans.

                             Challenges

    * Market and recruiting challenges given a highly competitive  
      environment, with high tuition discounting (60.9% for FY
      2004) and low net tuition per student ($6,156 in FY 2004, up
      only 1% from the prior year due to the decision to not
      increase tuition for the year) leading to operational
      challenges.

    * Deep operating deficits that are expected to continue into
      the foreseeable future, with an average operating loss of
      43.4% for FY 2004 (as calculated by Moody's), and negative
      operating cash flow.

    * Endowment spending of 8.0% for FY 2004 that is well above
      industry norms and contributes to Moody's measure of
      operating deficits, with the spend rate expected to remain
      high or, at best, only modestly declining due to operating
      demands.

    * Small enrollment size of 969 students, although enrollment
      did grow in Fall 2004 as the College implemented resident
      life programs to help in recruiting new students and
      improving retention of enrolled students.

                 Recent Developments/Results

Moody's believes that Centenary College will remain challenged by
a highly competitive higher education market in Louisiana,
competing as a small liberal arts college with other private
colleges and universities as well as public universities in the
State.  In fall 2004 the College experienced increases in
applications and enrollment, with 969 full-time equivalent
students up from 914 the prior year.

However, the increased enrollment came at a cost, with a total
tuition discount of 60.9% for Fall 2004 - among the highest of
Moody's rated private colleges and universities.  As a result, net
tuition per student is low - $6,156 per student for fiscal year
2004 and grew only 1% from the prior year.

For Fall 2005, the College is currently projecting lower than
anticipated freshmen enrollment, falling short of budgeted
enrollment by 30-50 students, although the tuition discount rate
is expected to be lower than budgeted.  Centenary is undertaking a
thorough review, with the assistance of national consultants, of
its recruiting, financial aid and pricing strategies, as well as
its marketing strategies and communication as a whole.  It has
implemented various resident life programs that have helped
improve retention, which should have a positive impact on
enrollment.  However, with its competitive profile, Moody's
believes the College will be challenged to achieve significant
changes in the near-term.

Moody's expects that Centenary's operating performance will remain
negative for the next several years at least.  In recent years,
Centenary has relied heavily on above-average endowment draws to
help bridge the budget gap.  After normalizing investment and
endowment spending to 5% of the prior three-year average value of
cash and investments, as well as adjusting to include only those
net assets released from restrictions applicable to operations,

Moody's has calculated a three-year average operating loss of 43%
for the period FY 2002 to 2004.  The College has reduced its
operating expense growth, with a 2% decrease in FY 2004, resulting
from various expense initiatives.  Nonetheless, with the need to
invest in its programs, Moody's believes Centenary's longer-term
success in balancing its future operations will be driven by its
ability to grow student charges and build unrestricted
philanthropy while maintaining careful oversight of expenses.

Centenary's balance sheet remains its primary credit strength and
provides the College with some resources to work through and
address its strategic and operational challenges.  Total finance
resources stood at $106 million at FY 2004, up from the $100
million level for the prior year but still down substantially from
a peak of $122 million in FY 2000 due to investment volatility
over this period as well as high levels of endowment spending.
Unrealized investment losses in FY 2002 and FY 2003 triggered
technical defaults on the Series 1999 bonds due to the debt
service coverage calculations, although the College made full and
timely payment on the bonds.

The College met the calculation for FY 2004 and anticipates doing
so for the current fiscal year, FY 2005.  The College is
authorized to borrow from certain permanent endowments up to
$17.2 million, if necessary, to make payment on the Series 1999
bonds.  This ability to borrow from the endowment provides an
additional source of liquidity should the Series 1999 Bonds be
accelerated.  However, Moody's notes that access to those funds is
not available to the Trustee of the Series 1999 bonds, but is
provided only to the College.

Expendable resource coverage of debt and operations for FY 2004
were sound at 1.38 times and 0.95 times, respectively.  Although
Centenary reports positive investment performance for FY 2005 to
date, we expect financial resources to show little if any net
increase as the College funds its operating deficit.  The College
is currently conducting an $11 million fundraising campaign for
annual and endowed scholarships, but we don't expect that to
significantly add to resources in the near-term.

The College has no debt plans for the next few years.  However,
Centenary is facing capacity constraints in its student housing
facilities and is considering issuing additional debt within the
next two to three years to add to its student housing capacity if
enrollment growth is attained.

                              Outlook

The negative rating outlook for Centenary College reflects Moody's
belief that it will face continued challenges in recruiting
students and growing net tuition revenue.  Although the College
has taken steps to control expenses, longer term financial
stability will need to be achieved through top-line revenue growth
from tuition and philanthropy.  If the College is unable to
address revenue and expense pressures to improve operating
performance, this could place further pressure on the rating,
particularly if the College experiences a period of poor
investment performance that further reduces unrestricted
liquidity.

              What could change the rating - UP

    * Strengthening of student demand and improvement in financial
      aid and pricing strategies, resulting in a favorable impact
      on net tuition revenue;

    * improvement in unrestricted liquidity relative to debt and
      operations, and

    * a return to at least balanced operating performance, with
      endowment draws approximating those of peer institutions.

              What could change the rating - DOWN

    * Deterioration in liquidity;
    * continuance or worsening of operating deficits,
    * further weakening of student market position, and
    * additional borrowing.

Key Indicators
(FY 2004 financial statements, Fall 2004 enrollment)

Total Enrollment: 969 full-time equivalent students
Undergraduate Selectivity: 69.7% of applicants accepted
Undergraduate Matriculation: 34.9% of accepted applicants enrolled
Total Financial Resources: $106 million
Total Long-Term Obligations: $18.0 million
Expendable Resources to Debt: 1.38 times
Expendable Resources to Operations: 0.95 times
Three Year Average Operating Margin: -43.4%


CHILDREN'S TRUST: Fitch Assigns BB Rating on $33 Million Bonds
--------------------------------------------------------------
Fitch Ratings assigns these ratings to The Children's Trust,
tobacco settlement asset-backed bonds, series 2005:

  Ratings for New Issuance:

     -- $74,523,430.50 series 2005A 'BBB-';
     -- $33,686,015.70 series 2005B 'BB'.

Ratings confirmed for existing The Children's Trust, tobacco
settlement asset-backed bonds, series 2002:

     -- $1,132,195,000 series 2002 'BBB'.

The ratings for the series 2005 and series 2002 bonds are based on
the quality of the pledged receivables and overall credit quality
of the industry, which Fitch rates 'BBB-'.  The pledged
receivables are Puerto Rico's share of the strategic payments,
initial and annual payments under MSA agreement.  Fitch believes,
that due to the executory nature of MSA agreement the cash flows
generated under this agreement can be rated a notch above the
industry rating.  Therefore, the highest possible rating at this
point for tobacco settlement bonds is 'BBB'.  Additionally, Fitch
applies stress to forecast payments under the MSA consistent with
the ratings assigned.  In its stresses, Fitch only considers
payments generated by the original participating manufacturers.

Currently, the series 2002 can sustain stress scenarios in excess
of those required by the 'BBB' rating.  However, given the
limiting factor of the overall industry rating, Fitch confirms the
'BBB' rating on the series 2002 bonds.

The series 2005 bonds are issued as additional bonds under an
amended and restated indenture between The Children's Trust and
Deutsche Bank Trust.  The series 2005 are subordinate to series
2002 bonds and will not receive any payments of interest or
principal while series 2002 still outstanding.  There is no
liquidity reserve for series 2005 bonds.  The accretion rates are
6.5% and 7.25% for series 2005A and series 2005B respectively.  

Under Fitch's 'BBB-' stress scenario, the series 2005A bonds can
still make full payments of interest and principal.  Although the
legal final maturity date for series 2005A is 2050, under Fitch's
'BBB-' the bond pays out prior to its legal final date.  
Similarly, series 2005B bonds can make full payments of interest
and principal under Fitch's 'BB' stress scenario.  Although the
legal final date for series 2005B is 2055, under Fitch's 'BB'
stress scenario the bond pays out prior to its legal final.


COMMERCIAL MORTGAGE: Fitch Holds Low-B Ratings on 4 Cert. Classes
-----------------------------------------------------------------
Fitch Ratings upgrades Commercial Mortgage Acceptance Corp.,
commercial mortgage pass-through certificates, series 1998-C2:

     -- $173.5 million class D to 'AA+' from 'A+';
     -- $43.4 million class E to 'A+' from 'A-'.

These classes are affirmed by Fitch:

     -- $645.7 million class A-2 'AAA';
     -- $671.1 million class A-3 'AAA';
     -- Interest-only class X 'AAA';
     -- $144.6 million class B 'AAA';
     -- $173.5 million class C 'AAA';
     -- $21.7 million class G 'BB+';
     -- $36.1 million class H 'BB-';
     -- $65.1 million class J 'B';
     -- $21.7 million class K 'B-'.

The $21.7 million class L remains at 'CC'.  Fitch does not rate
the $122.9 million class F or the $5.7 million class M
certificates.

The upgrades reflect the increased credit enhancement levels from
loan payoffs and amortization.  In addition, a total of seven
loans (17%) have defeased to date, including three of the top five
loans (16%).  As of the June 2005 distribution date, the pool's
aggregate principal balance has been reduced by 26% to $2.15
billion from $2.89 billion at issuance.

As of the June 2005 distribution date, 10 loans (2.7%) were in
special servicing, including five 90+ days delinquent loans (1.5%)
and two 60 days loans (0.2%).  The largest specially serviced loan
(1.1%) is secured by an office property in Hatboro, PA and is 90
days delinquent. The second largest specially serviced loan
(0.55%) is secured by a retail property in Provo City, UT.  The
next group of specially serviced loans (0.36% and 0.11%,
respectively), is secured by two multifamily properties in Dallas,
TX.  For all of these loans, the special servicer is evaluating
workout options and losses are expected.

Realized losses in the pool total $37.7 million, or 1.3% of the
pool's original principal balance.


CREDIT SUISSE: Moody's Junks Ratings on 4 Securitization Classes
----------------------------------------------------------------
Moody's Investors Service has downgraded seven classes of
mezzanine and subordinated tranches from four mortgage
securitizations and placed on review for possible downgrade two
mezzanine tranches from two mortgage securitization, issued by
Credit Suisse First Boston Mortgage Securities Corp. in 2001 and
2002.  The actions are based on the fact that the bonds' current
credit enhancement levels, including excess spread where
applicable, are low compared to the current projected loss numbers
for the current rating level.

The securitizations that are being downgraded and placed under
review for possible downgrade suffer primarily from the
performance of the underlying loans with cumulative losses
exceeding our original expectations.


The complete rating actions are as follows:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.

Downgrade:

    * Series 2001-1; Class M-2, Downgrade from A2 to Baa2

    * Series 2002-9; Class I-B-3, Downgrade from Baa3 to B1

    * Series 2002-9; Class I-B-4, Downgrade from B1 to Caa2

    * Series 2002-9; Class I-B-5, Downgrade from Caa2 to C

    * Series 2002-10; Class I-B, Downgrade from B1 to Ca

    * Series 2002-19; Class II-M-1, Downgrade from A2 to Ba2,
      under for possible further downgrade

    * Series 2002-19; Class II-M-2, Downgrade from Caa1 to C

Review For Possible Downgrade:

    * Series 2002-9; Class I-B-2, current rating A2, under review
      for possible downgrade

    * Series 2002-10; Class I-M-2, current rating Baa2, under
      review for possible downgrade


DIAMOND ENTERTAINMENT: Auditors Express Going Concern Doubt
-----------------------------------------------------------
Pohl, McNabola, Berg and Company, LLP, expressed substantial doubt
about Diamond Entertainment Corporation's ability to continue as a
going concern after it audited the Company's financial statements
for the period ended March 31, 2005.  The Company has incurred
recurring losses from operations, negative cash flows from
operations, a working capital deficit and is delinquent in payment
of certain accounts payable.  Moreover, the Company may have
difficulty raising additional equity capital prior to increasing
the number of authorized shares.

The Company has four primary sources of capital which include:

   -- cash provided by operations;

   -- a factoring arrangement with a financial institution to
      borrow against the Company's trade accounts receivable;

   -- short term borrowings; and

   -- funds derived from private investors.

During the year ended March 31, 2005 and 2004, the Company
recorded a positive cash flow of approximately $355,000 and
$102,000, respectively.  The increase in the net cash flow of
approximately $253,000 over fiscal 2004 resulted primarily from
increases cash provided by operating activities totaling
approximately $1,561,000 offset by increases in net cash used in
investing and financing activities totaling $1,308,000.  Increases
in net income resulting from higher DVD sales was the primarily
reason for the Company's increase in cash flow.  Although there
can be no assurance, Management believes that its revenues will
continue to increase during fiscal year 2005 and will generate
positive cash flows in the coming year.  Management anticipates
cash flow provided by operations and short term borrowing from
ATRE will be adequate to operate the business for the next twelve
months.

On March 31, 2005 the Company had assets of approximately
$2,663,000 compared to $2,690,000 on March 31, 2004.  The Company
had a total stockholder's deficit of approximately $238,000 on
March 31, 2005, compared to a deficiency of approximately $772,000
on March 31, 2004, a decrease of approximately $534,000. The
decrease in stockholders' deficit for the year ended March 31,
2005 was the result the Company's decrease in its accumulated
deficit of approximately $385,000 and net proceeds from the sale
of common stock of approximately $149,000.

As of March 31, 2005 the Company's working capital deficit
decreased approximately $265,000 from a working capital deficit of
approximately $1,301,000 at March 31, 2004, to a working capital
deficit of approximately $1,036,000 at March 31, 2005.  The
decrease in working capital deficit was attributable primarily to
an increase in cash, prepaid expenses, other current assets and an
increase in deferred revenue, offset by decreases in bank
overdraft, amount due factor, accounts payable, customer deposits
and other miscellaneous current assets and liabilities.

Net cash flow from operating activities was approximately
$1,440,000 during the year ended March 31, 2005, compared to
approximately $121,000 net cash used by operating activities for
the same period a year earlier.  The increase of approximately
$1,561,000 was primarily attributable to increases in net income,
inventory reserve, due from related parties, accounts receivable,
and deferred revenue, offset by decrease in depreciation and
amortization, accounts payable and customer deposits.  Net cash
used in investing activities were approximately $572,000 and
$306,000 for fiscal 2005 and 2004, respectively.  The increase of
approximately $266,000 resulted from higher purchases of property
and equipment and film masters and artwork.

The Company during the year ended March 31, 2005, used
approximately $513,312 in cash flows used in financing activities
primarily for the reductions in cash overdraft, repayment of notes
payable and decrease in amount due factor, offset by the sale of
common stock.  During the year ended March 31, 2004, cash used for
financing activities totaled approximately $65,000 mainly for
repayment of the Company's loan obligations and reduction of cash
overdraft.

                      Financing Agreements

On Aug. 30, 1996, the Company entered into a financing agreement
with a financial institution for a maximum borrowing of up to
$2,500,000.  The agreement called for a factoring of the Company's
accounts receivable, and an asset-based note related to the
Company's inventories.  Subsequently, on October 29, 1999, the
financial institution sold its financing agreement covering the
factoring of the Company's accounts receivable to a factoring
institution located in Dallas, Texas.  The original financial
institution retained the asset-based note related to the Company's
inventories which was subsequently retired by the Company.
Substantially all assets of the Company have been pledged as
collateral for the borrowings.

The factoring company typically advances to the Company 80% of the
total amount of accounts receivable factored, less a factoring
discount and nominal handling fees.  The factor retains 20% of the
outstanding factored accounts receivable as a reserve, which is
held by the factoring company until the customer pays the factored
invoice to the factoring company.  The cost of funds for the
accounts receivable portion of the borrowings with the factor is a
1.5% discount from the stated pledged amount of each invoice for
every 30 days the invoice is outstanding. Factored accounts
receivable past due more than sixty day from the payment date are
charged against the 20% reserve balance held by the factor.

The inventory portion of the borrowings was determined by the
lesser of:

     (i) $800,000,
    (ii) 25% of the Company's finished toy inventory or
   (iii) 55% of the clients finished videotape inventory.

The cost of funds for the inventory portion of the borrowings was
at 1.4% per month on the average loan balance each month.  During
the year ended March 31, 2003, the inventory portion of the
borrowings of $103,777 together with all accrued interest was paid
in full.

As of March 31, 2005, the Company recorded on its balance sheet,
accounts receivable of approximately $481,000 net of allowance for
doubtful accounts of approximately $32,000. Approximately $380,000
represented factored accounts receivable. Additionally, at
March 31, 2005, the Company recorded as a current liability
approximately $304,000 in outstanding factored receivables due
factor. This liability consisted of approximately $380,000 in
factored receivables owed to the factor less the 20% reserve held
by the factor of approximately $76,000. All of the accounts
receivable as of March 31, 2005 and 2004 have been pledged as
collateral under the factoring agreement.

At year ended March 31, 2005, the Company owed its principal
shareholder, American Top Real Estate Co., Inc., approximately
$278,000. During the year ended March 31, 2005, ATRE advanced
funds totaling approximately $870,000 and the Company paid back
approximately $972,300 in principal and interest. Borrowed funds
were utilized as working capital to primarily purchase inventory
required to support the sales during peak periods. The balance
owed to ATRE at March 31, 2004 was approximately $322,000.

ATRE was formed in March 1989 for the purposes of acquiring,
owning and holding real property for commercial development. ATRE
does not engage in any other business operations. The Company paid
$50,000 for 50% of the issued and outstanding common stock of
ATRE. Subsequent loan participation by the investors in ATRE
reduced the Company's shareholder interest to 7.67%. The Company's
2003 operations include a write-down of its investment in ATRE,
which reduced the Company's investment in ATRE to zero, net of
taxes. The Company's equity investment in ATRE was written off due
to the Company's recognition of its share of operating losses
experienced by ATRE from the real property owned by it,
notwithstanding the potential value of the real property, in
accordance with equity accounting. As a consequence, the Company's
future financial results will not be negatively affected by ATRE's
ongoing operations.  The Company has no obligation to fund future
operating losses of ATRE.

Although ATRE reported operating losses, it had cash available for
investing, and agreed in 1996 to establish a $1,000,000 revolving
line of credit for the Company at interest ranging from 10% to 14%
per annum. The line of credit was provided in recognition of the
services provided by the Company through Mr. James Lu in assisting
to structure ATRE's lucrative real estate projects. Mr. Lu, an
officer and director of the Company, serves as a director of ATRE.
The Company does not anticipate a demand by ATRE for repayment of
its loan to the Company in the near future.

During the year ended March 31, 2005, the Company derived net cash
proceeds from the sale of its common stock totaling approximately
$130,000 which was offset by purchasing approximately $15,000 of
it common stock from a shareholder.

The Company may be unable to effectuate any equity financing until
it has increased its authorized shares of common stock and/or
effected a restructuring of its equity capital, such as by means
of a stock split, combination or similar restructuring.

Diamond Entertainment Corporation d/b/a e-DMEC was formed under
the laws of the State of New Jersey on April 3, 1986.  In May
1999, the Company registered in the state of California to do
business under the name "e-DMEC".  DMEC markets and sells a
variety of videocassette and DVD (Digital Video Disc) titles to
the budget home video and DVD market.  The Company also purchases
and distributes general merchandise including children's toy
products, general merchandise and sundry items.


DOUBLECLICK INC: Completes Hellman & Friedman Merger Deal
---------------------------------------------------------
DoubleClick Inc. (Nasdaq: DCLK) completed the merger with Click
Holding Corp.  Click Holding is a subsidiary of private equity
investment funds affiliated with Hellman & Friedman LLC and JMI
Equity.  DoubleClick stockholders approved the merger agreement
governing the transaction at DoubleClick's annual stockholders
meeting held on July 12, 2005.

"DoubleClick has a blue chip roster of customers, and DART,
Performics, and Abacus are among the strongest brand names in
online advertising and direct marketing," said Philip
Hammarskjold, Managing Director of Hellman & Friedman LLC.  "We
look forward to partnering with their experienced management team
in order to achieve the optimal level of growth for these
businesses."

As previously announced, Kevin Ryan has stepped down as
DoubleClick's CEO to pursue other opportunities.  DoubleClick's
TechSolutions and Data segments will now be operated separately.   
David Rosenblatt will continue to oversee DoubleClick's Ad
Management, Email and Performics divisions as CEO of DoubleClick
Digital Advertising and Email Solutions, while Brian Rainey will
continue to lead the Data segment as the CEO of Abacus.

"We feel that this is positive news for our customers," said David
Rosenblatt, CEO of DoubleClick Digital Advertising and Email
Solutions.  "With Hellman & Friedman and JMI Equity's support, we
will continue to focus our efforts on digital marketing and on
investing in new and better tools for our clients, both in the
short and long terms."

"We believe that our employees and customers will benefit from the
completion of this transaction," added Brian Rainey, CEO of
Abacus.  "We plan to maintain our commitment to helping catalog
and specialty retail direct marketers succeed in an evolving,
multi-channel world with leading data solutions."

In accordance with the terms of the merger agreement, each
outstanding share of DoubleClick common stock has been converted
into the right to receive $8.50 in cash.  Shares of DoubleClick
common stock will continue to trade on the NASDAQ National Market
until the market closes on July 13, 2005, at 4:00 P.M. (EDT) in
accordance with NASDAQ trading policies, although those shares
will represent solely the right to receive the merger
consideration of $8.50 per share.  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 such notes at par
following today's transaction.

The aggregate consideration to be paid to DoubleClick stockholders
is approximately $1.1 billion.  As a result of the acquisition by
Click Holding, DoubleClick will cease to be publicly traded and
accordingly will no longer be listed on the NASDAQ National Market
after the market closes on July 13, 2005.

DoubleClick stockholders who have stock certificates in their own
name will receive instructions by mail from American Stock
Transfer & Trust Company, the exchange agent for the merger,
concerning how and where to forward their certificates for
payment.  DoubleClick stockholders should exchange their stock
certificates for the merger consideration promptly following
receipt of these materials. Brokers will handle conversion for
those holding DoubleClick stock through a brokerage account.

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.


D.R. HORTON: Moody's Puts Low-B Ratings Under Review & May Upgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of D.R. Horton, Inc.
under review for possible upgrade, including the ratings of Ba1
and Ba2 on the company's existing senior notes and senior sub
notes, respectively.

The review will focus on Horton's commitment to maintaining
capital structure discipline in the face of numerous growth
opportunities, its larger-than-peer-group- average spec building
practices, and its growing earnings concentration within
California.

The ratings under review are listed as follows:

    * Ba1 Corporate Family Rating (formerly, senior implied
      rating)

    * Ba1 on $215 million of 7.5% senior notes, due 12/01/07

    * Ba1 on $200 million of 5% senior notes, due 1/15/09

    * Ba1 on $385 million of 8% senior notes, due 2/1/09

    * Ba1 on $235 million of 9.375% senior notes, due 7/15/09
      (issued by Schuler Homes and assumed by D.R. Horton in the
      merger of February 2002; these will be redeemed on July 15,
      2005)

    * Ba1 on $250 million of 4.875% senior notes, due 1/15/10

    * Ba1 on $200 million of 7.875% senior notes, due 8/15/11

    * Ba1 on $250 million of 8.5% senior notes due 4/15/12

    * Ba1 on $300 million of 5.375% senior notes due 6/15/2012

    * Ba1 on $200 million of 6.875% senior notes due 5/1/13

    * Ba1 on $100 million of 5.875% senior notes due 7/1/13

    * Ba1 on $200 million of 6.125% senior notes due 1/15/2014

    * Ba1 on $250 million of 5.625% senior notes due 9/15/ 2014

    * Ba1 on $300 million of 5.25% senior notes due 2/15/2015

    * Ba1 on $300 million of 5.625% senior notes due 1/15/2016

    * Ba2 on $150 million of 9.75% senior sub notes, due 9/15/10

    * Ba2 on $200 million of 9.375% senior sub notes, due 3/15/11

    * Ba2 on $145 million of 10.5% senior sub notes, due 7/15/11
      (issued by Schuler Homes and assumed by D.R. Horton in the  
      merger of February 2002)

    * SGL-2 Speculative Grade Liquidity rating

Headquartered in Ft. Worth, Texas, D.R. Horton, Inc. is engaged in
the construction and sale of homes designed principally for the
entry-level and first time move-up markets.  The company currently
builds and sells homes in 22 states and 68 markets, with a
geographic presence in the Midwest, Mid-Atlantic, Southeast,
Southwest, and Western regions of the United States.  Revenues and
net income for the fiscal year that ended September 30, 2004 were
$10.8 billion and $975 million, respectively.


ENRON CORP: Avnet Wants Court to Compel $1MM Claims Distribution
----------------------------------------------------------------
Avnet, Inc., holds allowed secured Claim No. 24857 against Debtor
Smith Street Land Company for $1,005,041.  The Claim was filed on
October 11, 2000, but was amended on June 9, 2004, to reflect a
new service address.

Avnet asks Judge Gonzalez to compel Smith Street to make a
distribution on account of the Claim for $1,005,041 plus
applicable interest.

Stephen C. Hunt, Esq., at Adorno & Yoss, L.L.P., in Fort
Lauderdale, Florida, notes that Avnet is presently a defendant in
an adversary proceeding filed by certain Debtors seeking
avoidance of alleged preferential and fraudulent transfers.  
The distribution on the Claim should not be delayed during the
pendency of the Avoidance Action, Mr. Hunt contends.

Smith Street, Mr. Hunt points out, is not a party to the
Avoidance Action.  Avnet therefore believes that the litigation
of the Avoidance Action would not impact Avnet's entitlement to
distribution on the Claim from Smith Street.

Avnet has substantial defenses and a low risk of liability to the
Debtors' bankruptcy estates, and is a large public corporation,
Mr. Hunt points out.  Accordingly, Avnet asserts that there
should be no reasonable concern on the part of the Debtors as to
its ability to satisfy any liability entered against it in the
Avoidance Action.

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

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


EXIDE TECH: Appoints Mark Cummings as Health & Safety VP
--------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) disclosed that Mark W. Cummings
will join the Company as Vice President for Global Environmental,
Health & Safety, effective July 25, 2005.

"I have known Mark for many years, and he shares my belief that a
company's performance in the areas of safety, environmental
protection and compliance, and occupational health is indicative
of its overall business performance," said Exide President and
Chief Executive Officer Gordon A. Ulsh.  "I am pleased that Mark
has agreed to lead Exide's effort on environmental, health and
safety practices."

Mr. Cummings has 20 years of engineering, legal and environmental
and safety management experience.  Most recently, he was an
independent environmental and safety consultant to the automotive
industry.  Prior to starting his own firm, he held a number of
environmental and safety leadership positions with Wagner
Lighting, Cooper Automotive and Federal-Mogul Corporation.  
Earlier in his career, he was a consultant with Parsons
Corporation, an international engineering and infrastructure
planning company, and an engineer for Texaco's Exploration &
Production Division.

Mr. Cummings holds bachelor's degree in geological engineering
from the University of Missouri-Rolla and a JD degree from the
University of Tulsa College of Law. He is a member of the Missouri
Bar.

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: Names George Jones Jr. as Human Resources EVP
---------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) disclosed the appointment of
George S. Jones Jr. as Executive Vice President - Human Resources,
effective immediately.

He succeeds Janice M. Jones, who has elected not to relocate from
New Jersey to Exide's new corporate offices in Georgia.  She will
remain with the Company up to the end of the calendar year to work
on special projects.

"Having previously worked with George, I know he will bring a
unique blend of operational experience and human resource
expertise to his new role," said Exide President and Chief
Executive Officer Gordon A. Ulsh.  "His background will enable him
to lead the human resources organization and provide the strategic
and tactical support needed to drive profitability, passion for
our customers, uncompromising quality and a company-wide culture
of pride and commitment."

Mr. Jones joins Exide after a highly successful career of nearly
30 years with Cooper Industries Inc.  Most recently, he served as
Vice President - Operations for Cooper Lighting, a $1.3 billion
division headquartered in Peachtree City, Georgia. Mr. Jones also
served as Vice President - Human Resources for Cooper Lighting;
Director - Human Resources for Wagner Lighting in Cooper's
Automotive Group; and Director - Human Resources in Cooper's
Petroleum Equipment Group.

Mr. Jones holds a bachelor's degree in industrial relations from
Temple University.

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: Three More Firms File Class Actions
-----------------------------------------------
Three more law firms have commenced class action lawsuits before
the United States District Court for the District of New Jersey
against Exide Technologies and its present and former officers:

   1. Schiffrin & Barroway, LLP,
   2. Goldman Scarlato & Karon, P.C., and
   3. Stull, Stull & Brody.

The Class Actions allege that Exide violated Sections 10(b) and
20(a) of the Securities Exchange Act of 1934 and Rule 10b-l
promulgated thereunder, by issuing a series of material
misrepresentations to the market between November 16, 2004, and
May 17, 2005.

As previously reported, three law firms, including Milberg Weiss
Bershad & Schulman LLP, have commenced class action lawsuits,
asserting the same allegations before the New Jersey District
Court against Exide and its present and former officers.

                 Jarman Wants Documents Reviewed

Roger Jarman, individually and on behalf of the purchasers of
Exide Technologies' stocks between November 16, 2004 and
May 17, 2005, demands a review of Exide's public documents,
conference calls and announcements, SEC filings, wire and press
releases and advisories in a class action filed against Exide and
its present and former officers.

Mr. Jarman alleges that:

   (1) Exide failed to adequately hedge against the increases in
       the price of lead and other commodities;

   (2) Exide's restructuring initiatives failed to reduce costs;

   (3) Exide would not properly forecast its inventory
       requirements;

   (4) Exide overstated its income by failing to write-down the
       value of obsolescent inventory and discontinued product
       lines;

   (5) Exide failed to comply with the provisions of contract
       with a large customer; and

   (6) Exide was in violation of the EBITDA and Leverage Ratio
       Covenants on its senior credit facility.

Joseph J. DePalma, Esq., at Lite, DePalma, Greenberg & Rivas,
LLC, in Newark, New Jersey, points out that Exide officers Gordon
A. Ulsh, Craig Muhlhauser, J. Timothy Gargaro, and Ian J. Harvie
possessed the power and authority to control the contents of
Exide's quarterly reports, press releases and presentations to
securities analysts, money and portfolio managers and
institutional investors.

Mr. Jarman believes that each officer was provided with copies of
Exide's misleading reports and press releases prior to or shortly
after their issuance.  Thus, each officer had the ability and
opportunity to prevent the issuance of the reports or cause them
to be corrected.

"Because of their positions and access to material non-public
information available to them but not to the public, each of the
[officers] knew that the adverse facts . . . had not been
disclosed to and were being concealed from the public and that
the positive representations which were being made were then
materially false and misleading," Mr. DePalma contends.

"The [officers] are liable for the false statements pleaded, as
those statements were each 'group-published' information, the
result of the collective actions of the [officers]."

Mr. DePalma asserts that Exide and its officers acted with
scienter because they:

   -- knew that the public documents and statements issued or
      disseminated in the name of Exide were materially false and
      misleading;

   -- knew that those statements or documents would be issued or
      disseminated to the investing public; and

   -- knowingly and substantially participated or acquiesced in
      the issuance or dissemination of those statements or
      documents as primary violations of the federal securities
      laws.

Mr. Jarman further alleges that the officers were motivated to
commit the fraud, so that Exide could complete a $350 million
private placement of senior notes and floating rate, convertible
senior subordinated notes.

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.


FEDERAL-MOGUL: Asks Court to Okay KWLEM Insurance Settlement Pact
-----------------------------------------------------------------
On September 27, 2004, a settlement agreement was entered into
between:

    a. Federal-Mogul Products, Inc., and DII Industries,
       LLC; and

    b. KWELM Management Services Limited, as the appointed run-off
       agent for:

       * Kingscroft Insurance Company Limited;

       * Walbrook Insurance Company Limited;

       * El Paso Insurance Company Limited;

       * Lime Street Insurance Company Limited and Mutual
         Reinsurance Company Limited and The Bermuda Fire & Marine
         Insurance Company Limited (In Liquidation); and

       * Southern American Insurance Company in liquidation,
         solely in respect of its participation in the pool
         operated by H S Weavers (Underwriting) Agencies Ltd.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, relates that the
Settlement Agreement was the product of various policies of
insurance that the Settling Insurers issued or subscribed to
provide coverage for, among other things, asbestos-related bodily
injury claims against:

    (1) Federal-Mogul Products, as successor-in-interest to Wagner
        Electric Company; and

    (2) DII Industries, as successor-in-interest to Turbodyne
        Corporation and Worthington Corporation.

According to Mr. O'Neill, each of the Settling Insurers is
insolvent and operating in run-off mode.  These Insurers, Mr.
O'Neill continues, have ceased to underwrite new liabilities, and
are in the process of liquidating and paying, to the extent
possible, their outstanding liabilities in connection with
Schemes of Arrangement with their creditors being implemented
under English law, with the exception of South American Insurance
Company.  South American Insurance Company is being liquidated
under the supervision of the Third Judicial District Court in the
State of Utah.

Mr. O'Neill adds that FM Products and DII Industries have
submitted claims against the Settling Insurers in the Settling
Insurers' liquidation proceedings, which are ongoing in England
or, in the case of South American Insurance Company, in Utah
state court.

The material terms of the Settlement Agreement are:

    (a) FM Products and DII Industries will have a joint allowed
        claim against the Settling Insurers for $7,000,000 to be
        apportioned among the Settling Insurers;

    (b) After the passage of the Bar Date in the Settling
        Insurers' Schemes of Arrangement, and assuming that no
        competing claims are asserted under the Subject Insurance
        Policies, the Settling Insurers agree to make payment as
        provided by the Settling Insurers' Schemes of Arrangement
        to an escrow account under the joint control of FM
        Products and DII Industries.  In the case of South
        American Insurance Company, it must seek approval from the
        Utah state court to make the payment after the passage of
        the Bar Date.  The Settling Insurers have agreed that FM
        Products and DII Industries will submit adequate
        supporting documentation in the Settling Insurers' Schemes
        of Arrangement relating to their claims against the
        Settling Insurers; and

    (c) In the event a competing claim were brought against the
        Settling Insurers prior to payment of the $7 million
        settlement amount, the Settling Insurers would evaluate
        the claim.  If the claim appeared to be valid under the
        Subject Insurance Policies, the Settling Insurers would
        attempt to negotiate an appropriate revised value for the
        settlement with FM Products and DII Industries.  If the
        negotiations were unable to arrive at an agreed amount
        among the parties, then the matter would be referred to
        the Scheme Adjudicator for the Settling Insurers' Schemes
        of Arrangement and to the South American Insurance Company
        for adjudication.

The Bar Date in the Settling Insurers' Schemes of Arrangement had
passed on September 29, 2004.

The Debtors have verified that no competing claims have been
brought in the Schemes of Arrangement that would dilute the
recovery available to FM Products.  Accordingly, the Debtors
believe that the $7 million joint allowed claim of FM Products
and DII Industries against the Settling Insurers is the basis on
which distributions to FM Products will be determined.

Hence, the Debtors ask the Court to approve the Settlement
Agreement with KWELM Management based on five grounds:

    (a) The Settlement Agreement is the product of good faith,
        arm's-length negotiations among counsel to FM Products,
        DII Industries and KWELM Management, which commenced
        initially in late 2003;

    (b) The KWELM Settlement Agreement will liquidate FM Product's
        claims against the Settling Insurers without the need for
        expensive and burdensome claims estimation procedures, and
        will allow those claims to be paid promptly after the
        passage of the Bar Date;

    (c) FM Products believes that the settlement amounts and terms
        of payment are fair and reasonable;

    (d) Allocation of funds under the KWELM Settlement Agreement
        is subject to a Partitioning Agreement previously entered
        into by FM Products, DII Industries, Cooper Industries,
        Inc., and FM Products' insurers.  The Partitioning
        Agreement was approved by the Bankruptcy Court in the
        Federal-Mogul's Chapter 11 cases on December 8, 2004; and

    (e) The KWELM Settlement Agreement has already been considered
        and granted by Judge Fitzgerald of the United States
        Bankruptcy Court for the Western District of Pennsylvania,
        who is presiding over the Chapter 11 cases of DII
        Industries and its affiliates.

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)


FIRST CONSUMERS: S&P Ups Rating on Series 1999-A Class B Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
B certificates of First Consumers Master Trust's series 1999-A.  
At the same time, the ratings on classes A, B, and C of First
Consumers Credit Card Master Note Trust's series 2001-A are
affirmed and removed from CreditWatch negative, where they were
placed March 28, 2002.  Until this most recent review, interim
reviews have not warranted the removal of these ratings from
CreditWatch.

The raised rating on the class B certificates from series 1999-A
reflects:

    * increasing subordination relative to the series' pool
      factor,

    * the expected payment of the bonds,

    * the improved performance of the underlying pool of
      credit card receivables since Standard & Poor's last review
      in May 2004, and

    * the benefits of a structure that includes the allocation of
      finance charge collections based on a fixed percentage.

Based on the current payment rate, the class B certificates from
series 1999-A are expected to receive their principal payment in
full in approximately three to four months.  The possibility that
a significant decrease in the payment rate could prevent the class
B certificates from being paid out in full on the legal final
payment date (Dec. 15, 2005) was considered by Standard & Poor's
during its review.

The affirmations on the classes in series 2001-A reflect the
adequate credit enhancement available to support the classes at
their current rating levels.

The trust's charge-off rate has started to level off in the 20%
range after peaking between September 2003 and April 2004, when
gross charge-offs averaged in the 30% range.  Total delinquencies
have continued to show improvement as well.  The 30-plus-day
delinquency rate decreased from its peak level of 20% in September
2003 to its current level of 13.29%.  In addition, the total
payment and principal payment rates have leveled off in the 5% and
3% range, respectively.  The trust yield has also been stable at
an average of 19% over the past year.

Series 1999-A, which is allocated finance charge collections based
on a fixed allocation percentage, benefits from more monthly
allocable finance charge collections available to absorb investor
default amounts.  Finance charge allocations to series 2001-A have
not been as fortunate.  The monthly allocable finance charge
collections allotted to series 2001-A have been insufficient to
absorb investor default amounts allocated each month to the
series.  As a result, approximately $94 million of cumulative
investor charge-off amounts have been allocated to series 2001-A,
thereby decreasing the likelihood of timely payment of interest
and full repayment of principal to the classes A, B, and C.

As of the June 2005 distribution date, the class B balance of
series 1999-A and the class A balance of series 2001-A had been
reduced by approximately 73% and 91%, respectively.  The class B
and C note balances from series 2001-A are currently at their
initial balances.

The class C notes from series 2001-A benefit from a spread
account, which is available to cover the class C monthly interest
to the extent monthly cash flows are insufficient.  Also, at the
class C maturity date, amounts in the spread account may be used
to pay down any remaining principal balance of the class C notes
and reimburse class C noteholders for any previous unreimbursed
defaults.  Although the current amount on deposit in the spread
account is slightly more than the initial balance of the class C
notes, there may not be enough funds to fully reimburse the class
C holders if performance were to deteriorate.  Spread draws would
also be needed if monthly cash flows could not cover the class C
interest for any month prior to its maturity date.
    
                          Rating Raised
   
                  First Consumers Master Trust
                          Series 1999-A

                                 Rating
                                 ------
                      Class    To      From
                      -----    --      ----
                      B        B       CCC
    
         Ratings Affirmed And Removed From Creditwatch Negative
   
             First Consumers Credit Card Master Note Trust
                          Series 2001-A
   
                                 Rating
                                 ------
                      Class    To      From
                      -----    --      ----
                      A        B       B/Watch Neg
                      B        CCC-    CCC-/Watch Neg
                      C        CCC     CCC/Watch Neg


FMC REAL: Fitch Assigns Low-B Ratings on Two Fixed-Rate Notes  
-------------------------------------------------------------
Fitch Ratings assigns these ratings to FMC Real Estate CDO 2005-1,
Ltd. and FMC Real Estate CDO 2005-1 Corp.:

     -- $131,825,000 class A-1 floating-rate secured notes due
        July 2045 'AAA';

     -- $43,941,000 class A-2 floating-rate secured notes due July
        2045 'AAA';

     -- $43,941,000 class B floating-rate secured notes due July
        2045 'AA';

     -- $49,434,000 class C floating-rate secured deferrable
        interest notes due July 2045 'A';

     -- $34,055,000 class D floating-rate secured notes due July
        2045 'BBB+';

     -- $13,182,000 class E floating-rate secured notes due July   
        2045 'BBB';

     -- $21,970,000 class F floating-rate secured notes due July
        2045 'BBB-';

     -- 35,153,000 class G fixed-rate notes due July 2045 'BB';

     -- $12,084,000 class H fixed-rate notes due July 2045 'B'.

FMC is a cash flow collateralized debt obligation managed by SCFFI
GP LLC.

The ratings of the class A-1, class A-2 and class B notes address
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the aggregate outstanding amount of principal by the stated
maturity date.  The ratings of the class C, class D, class E,
class F, class G and class H notes address the likelihood that
investors will receive ultimate interest payments, as per the
governing documents, as well as the aggregate outstanding amount
of principal by the stated maturity date.

The ratings are based upon the credit quality of the underlying
assets, approximately 75% of which will be purchased by the
transaction's close, in addition to credit enhancement provided by
subordination, excess spread, and protections incorporated in the
structure.

Proceeds from the issuance may be invested in a portfolio of
unrated commercial mortgage loan B-notes, commercial real estate
mezzanine loans, commercial mortgage whole loans, commercial
mortgage-backed securities, credit tenant lease loans, real estate
investment trust debt securities, and real estate CDOs.

FMC will have a five-year reinvestment period during which
collateral principal payments will be reinvested according to the
criteria outlined in the governing documents.  The collateral
manager has the ability to sell 10% of collateral consisting of
CMBS per year on a discretionary basis during the reinvestment
period and may sell defaulted and credit risk securities at any
time.

FMC is the first CDO managed by SCFFI, which is an affiliate of
Five Mile Capital Partners LLC.  Five Mile is an alternative
fixed-income investment management firm founded in February 2003
by individuals whose former experience includes positions with
Salomon Brothers Inc., Greenwich Capital Markets, Inc., Kidder,
Peabody & Company, Inc., and PaineWebber Inc.  Five Mile is
majority owned and controlled by its management and minority owned
by affiliates of American International Group, Inc., W.R. Berkley
Corporation, and MBIA Inc.

To date, Five Mile has launched three investment funds: Housatonic
Fund, Silvermine Fund and Structured Income Fund, of which SCFFI
is a general partner.  The assets for FMC are from the Structured
Income Fund, which has $662 million in equity commitments and is
now closed to new investors.  This fund focuses on debt and debt-
like investments secured by commercial real estate, consumer
receivables, and other asset-backed collateral.

FMC Real Estate CDO 2005-1, Ltd. is a Cayman Islands exempted
company. FMC Real Estate CDO 2005-1 Corp. is a Delaware
corporation.


FOAMEX L.P.: Likely Default Prompts Moody's to Junk Ratings
-----------------------------------------------------------
Moody's Investors Service has lowered the ratings for Foamex L.P.
and Foamex Capital Corporation and their outstanding debt
obligations.  The outlook remains negative.

Ratings lowered:

    * $148.5 million of 9.875% senior subordinated notes, due
      2007, from Caa2 to Ca

    * $51.6 million of 13.5% senior subordinated notes, due 2005,  
      from Caa2 to Ca

    * $300.1 million of 10.75% senior secured notes, due 2009,
      from B3 to Caa2

    * Corporate family rating, from B3 to Caa2

The downgrade reflects, in Moody's view, the increasing likelihood
of a potential restructuring of the company's debt obligations
over the near term, increasing the possibility that the 13.5%
senior subordinated notes will not be repaid at maturity on August
15, 2005.

On July 11, 2005, the company sharply lowered its 2Q05 earnings
expectations due to sustained high chemical raw material costs and
a weaker than expected operating environment.  Moody's notes that
the key contributing factor to Foamex's financial difficulties has
been the escalating costs of its two major chemical raw materials,
TDI and polyol, which on average rose more than 35% in the first
quarter of 2005 from the same period a year ago.  The sustained
large increases in input costs have outpaced the company's efforts
to raise its own selling prices to recover losses.

The operating pressures have been exacerbated by the company's
high debt load and tight liquidity conditions, in particular the
upcoming maturity of its $52 million of 13.5% senior subordinated
notes on August 15, 2005.  The April 2005 sale of its rubber and
felt carpet cushion businesses generated approximately $38.5
million in cash proceeds, up to $17 million of which has been made
available for operational needs, thus limiting its already
constrained funding options to repay the 13.5% senior subordinated
notes at maturity.

The company has announced the hiring of an investment banking firm
to help evaluate strategic alternatives.  If a debt restructuring
were to be pursued, in Moody's view, it would result in
significant principle loss for the second-lien senior secured
notes and almost complete principle loss for the senior
subordinated notes.

Foamex L.P., based in Linwood, Pennsylvania, is the largest
manufacturer and distributor of flexible polyurethane and polymer
foam products in North America.  The company reported LTM (April
3, 2005) revenues of $1.29 billion and total debt of $769 million
as of April 3, 2005.


GLOBAL TEL*LINK: S&P Junks $22.5 Million Senior Secured Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Mobile, Alabama-based Global Tel*Link
Corporation.

At the same time, Standard & Poor's assigned its 'B' rating and
'2' recovery rating to the company's $75 million, first-lien
senior secured bank facility, which consists of:

    * a $12.5 million revolving credit facility (due 2010),

    * a $7.5 million funded letter of credit facility (due 2011),
      and

    * a $55 million term loan (due 2011).

Standard & Poor's also assigned its 'CCC+' rating and '5' recovery
rating to the company's $22.5 million, second-lien senior secured
term loan, due 2012.  The outlook is stable.

The first-lien senior secured bank loan rating (the same as the
corporate credit rating), along with the recovery rating, reflects
Standard & Poor's expectation of substantial recovery (80% to
100%) of principal by lenders in the event of a payment default or
bankruptcy.  The 'CCC+' second-lien senior secured bank loan
rating (two notches below the corporate credit rating), along with
the '5' recovery rating, indicate Standard & Poor's expectation
that the second-lien creditors can expect negligible (0%-25%)
recovery of principal in the event of a payment default or
bankruptcy.  Proceeds from the bank facilities, along with an
equity contribution by the sponsor, were used to fund the
acquisition of AT&T National Public Markets, refinance existing
debt, and add cash to the balance sheet to fund a deferred $10
million payment to AT&T.

"The ratings on GTL reflect its small cash flow base, narrow focus
within a competitive and evolving marketplace, potential
challenges with the integration and retention of NPM's customer
base, and limited liquidity," said Standard & Poor's credit
analyst Ben Bubeck.  These partly are offset by a largely
recurring revenue base, supported by long-term customer contracts
and a diverse customer base, as well as expectations for improved
operating margins.

GTL is the second-largest independent provider of inmate
telecommunications services in the U.S. The company provides
services to correctional facilities operated by city, county,
state, and federal authorities in the U.S. and Canada.  Pro forma
for the refinancing and acquisition of NPM, the company had
approximately $80 million of operating lease-adjusted debt as of
March 2005.


GRANT PRIDECO: Launching $175 Million Private Debt Placement
------------------------------------------------------------
Grant Prideco, Inc. (NYSE: GRP) plans to commence a private
placement of $175 million principal amount of Senior Notes due
2015.  The new notes will be placed pursuant to Rule 144A and
Regulation S under the Securities Act of 1933, as amended.  The
proceeds of the offering, together with borrowings under Grant
Prideco's senior secured credit facility, will be used to finance
the cash tender offer and consent solicitation launched today for
the company's outstanding 9% Senior Notes due 2009.

The Notes being offered have not been registered under the Act and
may not be offered or sold in the United States absent
registration or pursuant to an applicable exemption from the
registration requirements of the Act.  The Notes will be offered
and sold only to qualified institutional buyers in reliance on
Rule 144A of the Act and certain persons in offshore transactions
in reliance on Regulation S under the Act.

Grant Prideco -- http://www.grantprideco.com/-- headquartered in  
Houston, Texas, is the world leader in drill stem technology
development and drill pipe manufacturing, sales and service; a
global leader in drill bit technology, manufacturing, sales and
service; and a leading provider of high-performance engineered
connections and premium tubular products and services.

                        *     *     *

As reported in the Troubled Company Reporter on June 27, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston, Texas-based Grant Prideco Inc. to 'BB' from
'BB-'.  In addition, the company's senior unsecured rating was
raised to 'BB' from 'BB-'.  The outlook is stable.

"The upgrade is predicated on demonstrated sequential improvement
in operating performance and debt reduction, following the
company's acquisition of ReedHycalog in 2002," said Standard &
Poor's credit analyst Jeffrey B. Morrison.  "Furthermore, the
upgrade reflects improved cash flow prospects for the company, in
light of strengthening backlog, improved margins across its three
operating segments, and favorable industry conditions that are
expected to persist in the near to intermediate term," he
continued.


GRANT PRIDECO: S&P Rates $175 Million Senior Unsec. Notes at BB
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB' rating to
Grant Prideco Inc.'s $175 million senior unsecured notes due 2015.
In addition, Standard & Poor's affirmed its 'BB' corporate credit
rating on the company.

The outlook remains stable.  As of March 31, 2005, Houston, Texas-
based Grant Prideco had $373 million in long-term debt on a pro
forma basis.

The proceeds from the issuance will be used to finance the cash
tender offer and consent solicitation for the company's
outstanding 9% senior notes due in 2009.

This transaction is part of management's recent refinancing
initiatives that include a new $350 million senior secured credit
facility (May 2005) and the call for $200 million in 9.625% senior
secured notes due 2007 (June 2005).

The ratings on Grant Prideco reflect exposure to the highly
cyclical drill-stem and premium tubular manufacturing markets and
somewhat limited product and service diversity.  Leading market
share in drill-stem products, solid market positions in its
drillbit and tubular technology and services product lines, and
the more stable cash flow characteristics of the company's
drillbit operations do not quite offset concerns.

"The stable outlook on Grant Prideco is predicated on improved
operating performance and reduced financial leverage," said
Standard & Poor's credit analyst Jeffrey Morrison.

"In addition, the current outlook incorporates the expectation
that the company will continue to fund small acquisitions in a
manner consistent with the company's current financial profile,"
said Mr. Morrison.


GT BRANDS: Hires Bankruptcy Services as Claims & Noticing Agent
---------------------------------------------------------------
GT Brands Holdings LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to retain Bankruptcy Services, LLC, as their claims and
noticing agent.

Bankruptcy Services is a data-processing firm whose principals and
senior staff have more than 15 years of in-depth experience in
performing noticing, claims processing, claims reconciliation and
other administrative tasks for chapter 11 debtors.  BSL is also
experienced in performing plan voting and distribution services,
and other services relating to its role as a claims and noticing
agent.  BSL has been appointed to act as claims and noticing agent
in many districts throughout the United States and has acted as
claims and noticing agent in numerous cases, including the chapter
11 cases of Adelphia Communications Corp., Enron, Global Crossing
and Regal Cinemas.

BSL is expected to:

   (a) assist the Debtors with preparation and distribution of all
       required notices in these cases including, among others:

       1. a notice of the commencement of these chapter 11 cases
          and the initial meeting of creditors under Section
          341(a) of the U.S. Bankruptcy Code;

       2. notice of claims bar dates;

       3. notice of objections to claims;

       4. notices of any hearings on the Debtors' disclosure
          statement and confirmation of the Debtors' chapter 11
          plan; and

       5. other miscellaneous notices as the Debtors or the
          Court may deem necessary or appropriate for the orderly
          administration of the Debtors' chapter 11 cases;

   (b) promptly file with the Clerk's Office a certificate or
       affidavit of service, after the service of a particular
       notice, that includes:

       1. a copy of the notice served;

       2. a list of persons upon whom the notice was served, along
          with their addresses; and

       3. the date and manner of service;

   (c) receive, examine and maintain copies of all proofs of claim
       and proofs of interest filed in these cases;

   (d) maintain official registers in each of the Debtors' cases
       by docketing all proofs of claim and proofs of interest in
       the applicable claims database that includes the following
       information for each such claim or interest asserted:

       1. the name and address of the claimant or interest holder
          and any agent thereof, if the proof of claim or proof of
          interest was filed by an agent;

       2. the date the proof of claim or proof of interest was
          received by the Notice Agent and/or the Court;

       3. the claim number assigned to the proof of claim or proof
          of interest;

       4. the asserted amount and classification of the claim; and

       5. the applicable Debtor against which the claim or
          interest is asserted;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

   (g) maintain an up-to-date mailing list for all entities that
       have filed proofs of claim or proofs of interest and make
       the list available upon request to the Clerk's Office or
       any party in interest;

   (h) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in these
       cases without charge during regular business hours;

   (i) record all transfers of claims pursuant to Bankruptcy Rule
       3001(e) and provide notice of the transfers;

   (j) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (k) promptly comply with such further conditions and
       requirements as the Clerk's Office or the Court may at any
       time prescribe;

   (l) provide such other claims processing, noticing, disbursing
       and related administrative services as may be requested
       from time to time by the Debtors, including, but not
       limited to, assisting in preparation of the Debtors'
       schedules and statements of financial affairs;

   (m) oversee the distribution of the applicable solicitation
       material to each holder of a claim against or interest in
       the Debtors;

   (n) respond to mechanical and technical distribution and
       solicitation inquiries;

   (o) receive, review and tabulate the ballots cast, and make
       determinations with respect to each ballot as to its
       timeliness, compliance with the Bankruptcy Code, Bankruptcy
       Rules and procedures ordered by this Court subject, if
       necessary, to review and ultimate determination by the
       Court; and

   (p) perform such other related plan-solicitation services as
       may be requested by the Debtors.

In addition to the foregoing, the Debtors seek to employ BSL to
assist them with, among other things, certain data processing and
ministerial administrative functions, including:

   (a) preparing their schedules, statements of financial affairs
       and master creditor lists, and any amendments thereto; and

   (b) acting as solicitation and disbursing agent in connection
       with the chapter 11 plan process.

Allan S. Brilliant, Esq., at Goodwin and Getzler in New York tells
the Court that his Firm was able to negotiate a discounted hourly
rate for some of BSL's consultants and an additional 5% across the
board discount (excluding out-of-pocket expenses) with respect to
all hourly fees, as well as fees for mailings, noticing, printing
and reproduction.

The Debtors chose BSL because of the Firm's discounted fees which
will provide greater value for the estates when compared to the
competitor's bid.

Kathy Gerber, president of Bankruptcy Services, discloses the
discounted hourly rates of the Firm's professionals:

      Designation                           Hourly Rate
      -----------                           -----------
      Senior Manager/On-Site Consultants           $225
      Other Senior Consultants                     $160
      Programmer                            $130 - $160
      Associate                                    $135
      Data Entry/Clerical                    $40 -  $60
      Schedule Preparation                         $225

The Debtors believe that Bankruptcy Services, LLC:

   (a) neither holds nor represents any interest adverse to the
       Debtors or the Debtors' estates on matters for which it is
       to be retained;

   (b) has no prior connection with the Debtors, their creditors
       or any other party in interest; and

   (c) is a "disinterested" person as that term is defined in
       Section 101(14) of the U.S. Bankruptcy Code.

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 to Hire Getzler Henrich as Financial Advisors
--------------------------------------------------------------          
GT Brands Holdings LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Getzler Henrich & Associates LLC as their
financial advisors and management consultants.

Getzler Henrich will:

   1) assist the Debtors in their preparation, analysis, and
      monitoring of historical, current, and projected financial
      affairs, including:

      a) schedules of assets and liabilities, statements of
         financial affairs, periodic operating reports; and

      b) analyses of cash receipts and disbursements, analyses of
         cash flow forecasts, analyses of various asset and
         liability accounts, analyses of any unusual or
         significant transactions between themselves and any other
         entities, and analyses of proposed restructuring
         transactions;

   2) assist the Debtors in the valuation of their businesses and
      in the preparation of a liquidation valuation for a plan of
      reorganization plan and disclosure statement;

   3) assist the Debtors in the preparation of a rolling 8-week
      cash forecasts, and in their review of existing and proposed
      systems and controls, including cash management;

   4) assist the Debtors in preparing or reviewing strategic
      options, business plans and financial projections, and in
      reviewing and evaluating claims;

   5) render expert testimony and litigation support services as
      requested from time to time by the Debtors and their
      counsel;

   6) assist the Debtors in identifying or reviewing preference
      payments, fraudulent transfers and other potential causes of
      action; and

   7) provide all other financial advisory and management
      consulting services as may be requested by the Debtors and
      their counsel.

Peter A. Furman, a Managing Director at Getzler Henrich, discloses
that his Firm received a $175,000 retainer.

Mr. Furman reports Getzler Henrich's professionals current billing
rates:  

      Designation                             Hourly Rate
      -----------                             -----------
      Principals & Managing Directors         $355 - $500
      Directors                               $295 - $350
      Associate Professionals & Consultants   $125 - $305

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

Headquartered in New York, GT Brands Holdings LLC and its debtor-
affiliates are leading developers and multi-channel marketers of
consumer products, focused primarily on the fitness and weight-
loss, health and beauty, housewares, inspirational programming and
family entertainment segments.  The Debtors' marketing strategy
emphasizes the development and introduction of branded video
content and other products to consumers primarily through
television infomercials.  The Debtors also sell home videos (VHS
and DVD) to major mass retailers as well as wholesale clubs,
drugstore chains, convenience stores and specialized video
retailers.  The Debtor and its six debtor-affiliates filed for
chapter 11 protection on July 11, 2005 (Bankr. S.D.N.Y. Case No.
05-15167).  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: S&P Rates $352 Million Senior Secured Loans at B
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating and its recovery rating of '3' to Hanley Wood LLC's $352
million senior secured credit facilities.  The '3' recovery rating
indicates an expected meaningful recovery (50%-80%) of principal
in the event of a default.

The facilities consist of:

    * a $60 million revolving credit facility due 2011,
    * a $260 million term loan due 2012, and
    * a $32 million delayed-draw term loan due 2012.

At the same time, Standard & Poor's assigned its 'B' corporate
credit rating to the company.  The rating outlook is stable.  Pro
forma total debt was $375 million at March 31, 2005.

Washington, D.C.-based Hanley Wood is a leading specialized
business-to-business media company serving the residential
construction industry.

Proceeds of the $260 million in bank term loan will be used to
help fund the $618 million acquisition of Hanley Wood
(representing an 11.2x EBITDA multiple) by JPMorgan Partners and
Wasserstein & Co., which are investing $265 million in common
equity.  A $115 million 12.25% privately placed senior
subordinated notes issue due 2013 is unrated.

"The ratings reflect high risk resulting from the leveraged
acquisition of the company, cyclical operating performance, and
limited business diversity," said Standard & Poor's credit analyst
Hal F. Diamond.

These factors are only partially offset by the company's good
niche competitive positions in the construction trade publishing
and exhibition industries.  The company's operations include more
than 30 trade magazines and 15 expositions, although there is a
concentration of profitability from two properties, Builder
magazine and the Worlds of Concrete trade show.

Operating performance is expected to be cyclical, with 55% of
revenues generated from the residential new construction market
and only 18% of sales derived from the more stable residential
remodeling and renovations market.  The company's exhibitions and
publications generally target the same industries, providing some
cross-selling opportunities to trade show exhibitors and magazine
advertisers, and enabling the company to leverage its industry
knowledge and client relationships.  Trade publishing EBITDA is
sensitive to cyclical advertising demand and accounts for 38% of
total revenues because of the absence of circulation revenues.

Hanley Wood has been making acquisitions to increase the EBITDA
contribution from expositions, which have higher margins and are
less vulnerable to economic cycles than the company's magazines.
This strategy increased the percentage of EBITDA from the somewhat
stabler exposition segment to 46% in the 12 months ended March 31,
2005, from 31% in 1999.  Magazines accounted for 39% of EBITDA in
the 12 months ended March 31, 2005, down from 60% in 1999.

The stable outlook reflects Standard & Poor's expectation that the
company will be able to effectively manage its business through
the economic cycle while maintaining appropriate credit measures.
The outlook would be revised to negative if a cyclical
deterioration in operating performance and a material adverse
change in its competitive environment resulted in an increase in
debt leverage.  Standard & Poor's would consider revising the
outlook to positive over the intermediate term if the company is
able to:

    * broaden its business base,
    * improve overall profitability,
    * lower debt leverage, and
    * maintain an appropriate margin of covenant compliance.


HIT ENTERTAINMENT: Moody's Rates $376 Million Sr. Sec. Loan at B1
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to HIT Entertainment
Ltd, including a B1 corporate family rating (formerly known as
senior implied), B1 senior secured bank rating, and a (P) B3
senior subordinated note rating.  (Notes expected to be issued
later in 2005.)  The ratings reflect the significant financial
risk at inception as HIT is highly leveraged with sizable annual
programming expenses and a competitive operating environment,
offset by HIT's attractive assets with strong brand value and good
growth opportunities, sizable equity contribution from the sponsor
and meaningful enterprise value relative to the debt.  This is the
first time that Moody's has rated HIT Entertainment.

Proceeds from the transaction will finance the taking private of
HIT Entertainment plc, a public company traded on the London
Exchange.  The purchase was fully priced at 12.4 times LTM EBITDA
or an approximately 20% premium over trading value.  More
positively, Apax Partners contributed over 50% of the financing
with sponsor equity, a sizable portion, and views HIT as a vehicle
for a growing media enterprise.

The following ratings have been assigned:

    - a B1 rating to the $77 million senior secured revolving
      credit facility due 2011,

    - a B1 rating to the $376 million senior secured Term Loan B
      due 2012,

    - a (P) B3 rating to the $172 million or proposed senior
      subordinated notes due 2013, and

    - a B1 corporate family rating,

The rating outlook is stable.

The ratings also consider the operating risks HIT faces in its
pre-school focused business segments, including growing
competition for viewers, new programming from Nick jr. and Noggin
as well as a new channel launch by the Cartoon network, Tickle U.
In addition, negative top line trends in the toy sector are
attributed in part to the drifting of children away from
traditional toys (HIT's orientation), mitigated by the company's
focus on the early pre-school segment where parental approval and
oversight is greatest.  Additional risks include: customer
concentration in the consumer product segment (WalMart 45%,
Alliance Entertainment -- a toy distributor 13%, Target 11%)
increasing programming costs and its consequent impact on interest
coverage and free cash flow as well as overall execution risk
associated with a new management team.

However, the ratings benefit from the meaningful enterprise value
associated with the key characters owned by HIT (Bob the Builder,
Barney, and Thomas the Tank Engine) and the opportunities to
exploit these characters across home entertainment, consumer
products, television and live events.  In Moody's view, HIT
management has the opportunity to grow cash flow from its current
nadir as a result of new exposure in the United States through
agreements with PBS, a better licensing arrangement with a
preferred toy manufacturing partner and the development of a new
cable channel, Sprout, in conjunction with other key operators,
Comcast, PBS and Sesame Street.  Valuations of like media
properties suggest that the sale of HIT would amply cover the
company's debt burden.

The stable outlook incorporates Moody's expectation that in less
than two years HIT is likely to de-lever to a more manageable 5
times and generate modest free cash flow.  If the company were to
fund its investments in new media/characters with debt or without
a concomitant improvement in cash flow, the outlook could become
negative.  Evidence of recovery as well as expected new growth
would be necessary before a positive outlook would occur.

Pro forma for the transaction and as of LTM 4/30/05, leverage is
high at about 6.5 times debt-to-EBITDA.  EBITDA coverage of
interest is relatively better at about 2 times however capital
expenditures are expected to absorb the company's free cash flow.
(EBITDA-CapEx/interest expense of 1.2 is tight.)  Notably, at
least over the short term, HIT's capital investments are
considered discretionary.  Over the longer term, there would be a
negative impact on growth in cash flow.  Leverage at HIT is
expected to moderate as the company gains greater coverage in the
US television market which should fuel growth in the consumer
product and home entertainment segments as well.

The B1 ratings on the $453 million of senior secured bank credit
facilities reflect the senior-most position of this class of debt
and the debt protection measures provided by the credit agreement.
The facilities are secured by all of the stock and substantially
all of the assets of the borrower and its material subsidiaries
and benefit from guarantees of material subsidiaries.  The bank
rating is the same as the corporate family rating given the
preponderance of debt is at this level. Moreover, the term sheet
provides for a $150 million incremental term loan.  Moody's also
notes the collateral does not include the Sprout joint venture but
benefits from the valuable characters, film library and licensing
agreements.  The (P)B3 rating on the $172 million of senior
subordinated notes, (which also benefit from guarantees of
material subsidiaries), reflect their contractual and effective
subordination to the bank credit facilities.

HIT Entertainment, with offices London, Dallas and New York, is a
leading pre-school entertainment company with a portfolio of
properties including Bob the Builder, Thomas the Tank Engine, and
Barney the Dinosaur.  The company has operations in the UK, US,
Canada, Japan and Germany.  Business segments include home
entertainment, consumer products television and live events as
well as a recently announced US digital pre-school channel.


IMPROVENET: Auditors Express Going Concern Doubt in Annual Report
-----------------------------------------------------------------
Semple & Cooper, LLP, expressed substantial doubt about
ImproveNet, Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Dec. 31, 2004.  The auditors point to the Company's net
losses for 2004 and 2003, and ImproveNet's nominal working capital
at Dec. 31, 2004.

The Company has continued to sustain losses for the past several
years, however, with funds received from a private placement in
June 2004, it now has positive net worth.  Its operating losses
have limited the Company's ability to obtain vendor credit or
extended payment terms and bank financing on favorable terms,
accordingly, ImproveNet depends on its cash and cash equivalent
balances to fund its operations.

ImproveNet's principal capital requirements are to fund operations
and capital expenditures, which includes expenditures related to
the development and implementation of 1-800-Contractor and
AdServePRO.  Significant sources of liquidity are cash on hand,
borrowings from credit facilities and proceeds from debt and
equity issuances.  The Company's net working capital as of
December 31, 2004 was approximately $3,000, including restricted
cash, versus negative working capital of approximately $223,000 as
of December 31, 2003.  The increase in net working capital
primarily relates to the financing transaction completed in June
2004, which is discussed further below.

                     Financing Transaction

During June 2004, ImproveNet raised $1,050,000, from the sale of
10,500,000 common shares and three-year warrants to purchase
8,000,000 common shares at a strike price of $0.15 per share in a
private placement transaction to several accredited investors.  
The issuance was made under applicable registration exemptions
from both state and federal securities laws including section 4(2)
of the Securities Act of 1933, as amended.  The proceeds were
allocated to the common shares and warrants based on the relative
fair value of each security at the time of issuance with $621,500
allocated to the common shares and $428,500 allocated to the
warrants.

Due to the nature of certain potential financial penalties related
to registration rights granted to the Investors, the most
substantive of which would require ImproveNet to rescind the
transaction at the option of the Investors should the applicable
registration statement not be declared effective and remain
effective by March 1, 2005, the shares of common stock were
initially classified outside of equity as mezzanine financing and
the warrants to purchase common stock were initially classified as
a liability.  During October 2004, the common shares and warrants
became fully registered, at which time the amounts were
reclassified to equity.  Prior to the registration statement being
declared effective, changes in the fair value of the warrants were
recognized as other income or expense in the Company's statement
of operations.  Changes in the fair value of the warrants resulted
in other income of approximately $162,000 recognized during 2004.  
In connection with the private placement transaction, ImproveNet
granted the right to designate a nominee to its Board of Directors
to one of the Investors.

As part of the financing transaction described above, the
Investors also purchased 1,500,000 common shares from affiliates
of three of its officers and directors for an aggregate purchase
price of $150,000.  Each of these three selling parties entered
into a lock-up agreement restricting future sales of their common
stock for a specified period, as well as a voting agreement
regarding the accredited investor's designated nominee to the
Board of Directors.

Separately, during June 2004 holders of $370,000 of principal of
the Company's 8.0% convertible promissory notes elected to convert
the then outstanding principal and interest to common shares and
warrants on similar terms to the private placement offering
described above.  The conversion resulted in the issuance of
3,707,400 common shares and three-year warrants to purchase
2,466,666 common shares at a strike price of $0.15 per share.  The
issuance was made under applicable registration exemptions from
both state and federal securities laws including section 4(2) of
the Securities Act of 1933, as amended.  Due to the modified
conversion terms associated with this conversion, ImproveNet
recognized a charge in the amount of approximately $695,000.
The remaining $30,000 of the then outstanding principal of the
8.0% convertible promissory notes, which was with affiliates of
ImproveNet, was repaid in the second quarter of 2004.

                         Line of Credit

During September 2004 ImproveNet entered into a line of credit for
$100,000 with a national banking association.  Interest accrues on
all funds advanced on the line of credit at 1/4 point over the
bank's prime lending rate.  The maturity of the line of credit
facility is Sept. 14, 2005, at which time the payment of all
outstanding principal and accrued interest is due.  There is no
penalty for prepayment of outstanding amounts prior to maturity.  
The Company has secured its obligations under the line of credit
with the pledge of a certificate of deposit.  As of Dec. 31, 2004,
there was approximately $62,000 drawn on this line of credit.  
During the first quarter of 2005, this line of credit was paid in
full and closed.

Separately, ImproveNet has an unsecured $95,000 line of credit
agreement with a bank through its subsidiary eTechLogix, Inc.  The
agreement calls for interest at the bank's prime rate plus 2.75%
and is due on demand. ImproveNet had outstanding balances on this
line of credit of approximately $60,000 and $66,000 as of Dec. 31,
2004, and 2003, respectively.

ImproveNet, Inc. -- http://www.improvenet.com/-- is a leading  
Internet-based home improvement services company that, through its
TrueMatch(TM) platform, connects homeowners to local screened home
improvement service providers throughout the United States.  The
Company was recognized by Money Magazine as "Best of the Web" in
2003 under the Home Improvement Category and was recently featured
nationally on the Today Show, MSNBC, CNNfn, CBS Marketwatch and
locally on many news networks and in newspapers.  ImproveNet has
been connecting homeowners with local screened home improvement
service providers since 1996.


INTERSTATE BAKERIES: Court Consolidates California Profit Centers
-----------------------------------------------------------------
As previously reported, Interstate Bakeries Corporation and its
debtor-affiliates have sought and obtained the U.S. Bankruptcy
Court for the Western District of Missouri's authority to take
actions as are necessary to consolidate operations in their
Florida/Georgia, Mid-Atlantic, and Northeast profit centers.  
Since then, the Debtors have continued the analyses of the
remaining seven profit centers with a focus on determining the
aspects of the Debtors' businesses where the most significant
improvements in profitability and efficiency could be achieved.

By this motion, the Debtors ask the Court for authority to:

   (1) consolidate operations in their Northern and Southern
       California profit centers, including the closure of the
       identified bakeries and the reduction of routes, depots
       and thrift stores;

   (2) implement procedures for rejecting Contracts associated
       with the Profit Center consolidations; and

   (3) implement procedures for abandoning any Property
       associated with the Profit Center consolidations.

Based on their analyses of the Northern and Southern California
Profit Centers, the Debtors determine that to achieve the target
levels of profitability and efficiency, they have to close
certain bakeries, depots and thrift stores and deploy the
remaining depots to service remapped delivery routes, for a
corresponding work force reduction.

The Debtors believe that the planned consolidation of the Profit
Centers will result in reduced costs, more efficiencies and an
improvement in their financial performance, which will be a
significant component of the Debtors' long term business plan
and, ultimately, a plan of reorganization.

Accordingly, the Debtors intend to consolidate operations in the
two Profit Centers:

A. Northern California

   The Debtors plan to consolidate their operations in their
   Northern California Profit Center by closing two bakeries in
   San Francisco -- the Wonder/Hostess bakery and the Parisian
   San Francisco bakery -- and reducing routes, depots and thrift
   stores in Northern California, where the Debtors currently
   maintain regional facilities.  The Debtors expect to complete
   these actions by August 22, 2005.

   The Debtors' preliminary estimate of charges to be incurred in
   connection with the Northern California Profit Center
   consolidation is approximately $13.5 million, including
   approximately $6 million of severance charges, approximately
   $2.5 million of asset impairment charges, and approximately
   $5 million in other charges.  The Debtors further estimate
   that approximately $11 million of the costs will result in
   future cash expenditures.

   The Debtors intend to spend approximately $3 million in
   capital expenditures and accrued expenses to effect the
   consolidation.

B. Southern California

   The Debtors intend to consolidate operations in their Southern
   California Profit Center by standardizing material handling
   and related distribution equipment and reducing routes, depots
   and thrift stores in Southern California.  The Debtors' six
   bakeries within the Southern California Profit Center will
   continue to operate.  The Debtors expect to complete these
   actions by August 24, 2005.

   The consolidation is expected to affect approximately 350
   workers in the Southern California Profit Center.

   The Debtors' preliminary estimate of charges to be incurred
   in connection with the Southern California Profit Center
   consolidation is approximately $2.5 million, including
   approximately $1.5 million of severance charges and
   approximately $1 million in other charges.

   The Debtors intend to spend approximately $3.5 million for
   capital expenditures and accrued expenses to effect the
   consolidation.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, reports that the Debtors currently
contribute to more than 40 multi-employer pension plans as
required under various collective bargaining agreements, many of
which are underfunded.  Therefore, the Debtors will conduct the
Profit Center consolidation in a manner that will not constitute
a total or partial withdrawal from the relevant multi-employer
pension plans resulting in material potential withdrawal
liability.

The Debtors have sent out Worker Adjustment and Retraining
Notification notices to all parties-in-interest required to
receive the notification.

                  Contract Rejection Procedures

The Debtors propose these procedures for rejecting additional
executory contracts and unexpired leases associated with the
Profit Center consolidations:

   (i) A Contract will be deemed rejected on the earlier of the
       date set forth in a notice of rejection or 10 days after
       the Rejection Notice is filed with the Court and delivered
       to any applicable special notice party;

  (ii) Objections must be filed within 10 days upon the filing of
       the Rejection Notice;

(iii) If the Court denies the rejection, the Rejection Notice
       will be null and void.  If the Court authorizes the
       rejection, the Contract would be deemed rejected as of the
       Rejection Date; and

  (iv) Affected parties will have 30 days after the Rejection
       Date to file a claim for rejection damages.  Any claims
       not timely filed will be forever barred.

                 Property Abandonment Procedures

The Debtors propose these procedures for abandoning certain
property associated with the Profit Center consolidations:

   (i) A property will be deemed abandoned on the earlier of the
       date set forth in a notice of abandonment or 10 days after
       the Abandonment Notice is filed with the Court and
       delivered to any applicable special notice party;

  (ii) Objections must be filed within 10 days upon the filing of
       the Abandonment Notice; and

(iii) If the Court denies the abandonment, the Abandonment
       Notice would be null and void.  If the Court authorizes
       the abandonment of the property, the property would be
       deemed abandoned as of the Abandonment Date.

Mr. Ivester maintains that the proposed rejection and abandonment
processes fairly preserve the rights of affected parties to
appear before the Court and assert, as applicable, a rejection
claim.  Moreover, the processes allow for the Debtors to
efficiently minimize unnecessary administrative charges.

                          *     *     *

Judge Venters grants the Debtors' request.

The Debtors are authorized to reject:

   * the vehicle lease and service agreement with Salem Leasing
     Corporation, effective as of August 26, 2005; and

   * the supply agreement with School Board of Broward County,
     Florida, effective as of July 31, 2005.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


JABEZ MANUFACTURING: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Jabez Manufacturing, LLC
        dba Landau Watercraft
        2000 Industrial
        Lebanon, Missouri 65536

Bankruptcy Case No.: 05-61917

Type of Business: The Debtor builds aluminum pontoons and fishing
                  boats.  See http://www.landauboats.com/

Chapter 11 Petition Date: July 13, 2005

Court: Western District of Missouri (Springfield)

Debtor's Counsel: Raymond I. Plaster, Esq.
                  Raymond I. Plaster, P.C.
                  3275 East Ridgeview Street, Suite C
                  Springfield, Missouri 65804
                  Tel: (417) 862-3704
                  Fax: (417) 862-1936

Estimated Assets: Unknown

Estimated Debts:  $500,000 to $1 Million

Debtor's 21 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Samuel Specialty Metals                         $188,034
   5022 Ashley Court
   Houston, TX 77041-6911

   Ken-Mac Metals                                   $51,290
   P.O. Box 73230-N
   Cleveland, OH 44130

   United Insurers                                  $43,924
   P.O. Box 1234
   Lebanon, MO 65536

   Maxicare                                         $42,000

   Bear Trailer                                     $36,682

   Romar Industries                                 $27,046

   Syntex                                           $15,893

   Go Boating                                       $15,575

   Eastern Metal Supply                             $15,219

   Temple Industries                                $13,376

   Teleflex                                          $8,294

   Future Foam                                       $7,407

   Harris Publishing                                 $7,007

   Pro Flight                                        $5,821

   Stearns                                           $5,746

   Igloo Products                                    $4,999

   Federal Protection                                $3,909

   TNT Lift Systems                                  $3,523

   Cheetah Expediting                                $3,275

   Thomas G. Farla                                   $2,584

   John Boyle & Company                              $1,715


JP MORGAN: Fitch Lifts Rating on $14MM Certs. Two Notches to BBB-
-----------------------------------------------------------------
J.P. Morgan Commercial Mortgage Finance Corp.'s mortgage pass-
through certificates, series 2000-C9, are upgraded by Fitch
Ratings:

     -- $36.6 million class B to 'AAA' from 'AA+';
     -- $38.7 million class C to 'AAA' from 'A';
     -- $10.2 million class D to 'AA' from 'A-';
     -- $28.5 million class E to 'A-' from 'BBB';
     -- $14.3 million class F to 'BBB' from 'BBB-';
     -- $14.3 million class G to 'BBB-' from 'BB+'.

Fitch also affirms these classes:

     -- $34.5 million class A-1 'AAA';
     -- $404.7 million class A-2 'AAA';
     -- Interest-only class X 'AAA';
     -- $20.4 million class H 'BB'.

The $25.6 million class J certificates are not rated by Fitch.

The upgrades reflect the increased credit enhancement levels from
loan payoffs and amortization.  In addition, a total of 11 loans
(19%) in the pool have been defeased to date.  As of the June 2005
distribution date, the pool's aggregate principal balance has been
reduced by approximately 23% to $627.7 million from $814.4 million
at issuance.

Six loans are currently being specially serviced (4.4%), including
four delinquent loans (3.6%).  The largest of these loans (2%), is
secured by three multifamily properties in Ohio and one in
Michigan.  The properties have been real estate owned since April
2005.  Some improvements are being completed at the properties
before they are marketed for sale.  The next loan (0.76%) is
secured by an office property in Lancaster, NY.  The property is
62% occupied and a receiver is currently in place.  The loan is in
foreclosure. Losses are expected on several of the specially
serviced loans; however, they are expected to be absorbed by the
classes not rated by Fitch.

The pool's realized losses to date total $19.2 million, or 2.4% of
the original pool balance.


J.P. MORGAN: S&P Lifts Low-B Rating on Class H Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s commercial mortgage pass-through certificates from series
2003-FL1.  Concurrently, the ratings on four classes from the same
transaction are affirmed.

The raised ratings primarily reflect significant loan payoffs that
have increased credit enhancement levels.  The affirmed ratings
reflect subordination levels that are appropriate under various
stress scenarios.

As of June 14, 2005, the pool consisted of nine floating-rate,
interest-only loans with an outstanding balance of $109.0 million,
down from 37 loans with an outstanding balance of $456.0 million
at issuance.  All of these loans are indexed to one-month LIBOR
and are open to prepay without any penalty.  The largest, third
largest, and fifth largest loans in the pool had outstanding
balances of $20.0 million, $17.8 million, and $10.5 million,
respectively, and have paid off subsequent to the issuance of the
last remittance report.  Thus, the current pool balance is
$60.7 million.

As part of its surveillance review, Standard & Poor's reviewed
recent property inspections provided by the master servicer,
Midland Loan Services.  All of the properties were deemed to be in
"good" or "excellent" condition.

The smallest loan in the pool has an outstanding balance of
$6.0 million and was recently transferred to the special servicer.
This loan matures on Aug. 10, 2005, and has two, one-year
extension options.  The property's performance has declined to a
debt service coverage level that is not supportive of a loan
extension.  The borrower has expressed difficulty in its ability
to pay off the loan.  This loan is secured by a 168-unit
multifamily complex located in San Marcos, Texas (approximately 30
miles south of Austin) that was constructed in 1984.  Even though
the property reported occupancy of 99.0% in 2004, up from 90.0% in
2003, the rental income went down by 4.0% during the same period.
This reflects an aggressive occupancy campaign, where concessions
were given to raise occupancy levels.

As a result, 2004 net cash flow was $322,000, down from $446,000
in the previous year.  Given the depressed cash flow, weakness in
the apartment market in San Marcos, and the amount of debt on the
property, Standard & Poor's anticipates a principal loss upon the
eventual resolution of the loan.

The largest remaining loan in the pool also presents credit
issues.  This loan has an outstanding balance of $19.2 million and
is secured by a 360-unit multifamily property located in
Stockbridge, Georgia (a suburb of Atlanta) that was built in 2000.
Although this loan matures Aug. 10, 2005, and has one, one-year
extension remaining, it may also not meet a LTV threshold that is
a prerequisite for such an extension. Consequently, Standard &
Poor's believes the borrower may have difficulty paying off the
loan, as its current NCF may not support the amount of the total
debt outstanding.  In 2004, the property generated a NCF of $1.3
million, down 12.0% from 2003.  The property is also subject to a
$3.0 million mezzanine loan.

Standard & Poor's resized each loan in the pool and the resultant
loan sizings appropriately support the raised and affirmed
ratings.
     
                            Ratings Raised
    
         J.P. Morgan Chase Commercial Mortgage Securities Corp.
         Commercial mortgage pass-through certs series 2003-FL1

                           Rating
                           ------
                 Class    To     From   Credit Enhancement
                 -----    --     ----   ------------------
                 B        AAA    AA                  76.0%
                 C        AAA    A                   61.8%
                 D        AAA    A-                  58.2%
                 E        AAA    BBB+                52.0%
                 F        AAA    BBB                 46.1%
                 G        AAA    BBB-                41.6%
                 H        BBB-   BB                  26.5%
    
                            Ratings Affirmed
    
         J.P. Morgan Chase Commercial Mortgage Securities Corp.
         Commercial mortgage pass-through certs series 2003-FL1

                   Class    Rating   Credit Enhancement
                   -----    ------   ------------------
                   A-2      AAA                   90.0%
                   J        B                     17.0%
                   K        B-                    14.0%
                   X-FL     AAA                    --


KENILWORTH SYSTEMS: Restates Financials for 1998 through 2004
-------------------------------------------------------------
Kenilworth Systems Corporation (OTC Pink Sheets: KENS) reported
its restated financials on Form 10-K/A as a "development stage
company" for the periods from Nov. 24, 1998 to Dec. 31, 2004.  
Kenilworth emerged from bankruptcy proceedings in 1998 after
having paid 100 percent of all approved claims without wiping out
any shareholders.  The restatement was ordered by the U.S.
Securities and Exchange Commission.

The changes encompassed restating previously reported amounts
which increased operating deficiencies, the elimination of
$4,256,926, which was the amount the Company disbursed on or about
Sept. 28, 1998, to be discharged from Chapter 7 Bankruptcy
Proceedings, and certain adjustments to losses sustained for the
periods ended Dec. 31, 2002, 2003 and 2004 for having discounted
the conversion feature of one year Convertible Promissory Notes
from between ten cents ($.10) per share and twelve cents ($.12)
per share to five cents ($.05) per share.  

The Company recently issued 33,257,913 shares of Restricted Common
Stock for $3,808,139 in the conversion of Notes and in settlement
of debt at an average price of $0.115 per share.  All of the
shares may have the restrictions lifted pursuant to Rule 144 and
144K within one or two years which may depress the trading price
of the Company's Stock.

"The filing of the Restated Financials will now enable the Company
to hold the 2005 Annual Meeting of Shareholders," Maureen
Plovnick, Director and Corporate Secretary, said.  "Kenilworth is
a New York Corporation, which requires a minimum of twenty (20)
days Notice to Shareholder's Meetings which cannot be scheduled
until the Commission approves the Company's Proxy Statement (filed
on Form 14-A).  We estimate the Meeting will take place by mid-
September 2005."

Kenilworth Systems Corporation, a development stage company, does
not have significant operations.  It Intends to engage in the
design, development, and manufacture of terminals systems that
permit individuals from remote locations, to play along with live
in progress casino table games via TV satellite and digital cable
broadcast.  The company also plans to manufacture and market its
product, Roulabette, used by casino patrons and other players to
play along with live in-progress casino table games, such as
Roulette, Craps, and Baccarat in casinos in the United States, as
well as worldwide.  Kenilworth was incorporated in 1968 and is
based in Mineola, New York.


KMART CORP: Kenneth Maynard Gets Stay Lifted to Pursue Litigation  
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on June 1,
2005, Kenneth Maynard asks the U.S. Bankruptcy Court for the
Northern District of Illinois to condition, modify, or dissolve
the automatic stay imposed by Section 362 of the Bankruptcy Code
to permit him to pursue his claims against Kmart Corporation
pending before the Franklin County Common Pleas Court, in
Columbus, Ohio.

Mr. Maynard sustained personal injuries on November 18, 1999,
while unloading trucks at a Kmart dock.  Mr. Maynard worked for
Lee's Lumpers.  He was asked by a Kmart employee to assist in
releasing a jammed plate on the dock.  This resulted in near
amputation of four of his fingers.

Mr. Maynard subsequently filed a lawsuit before the Court of
Common Pleas of Franklin County, styled Kenneth Maynard, et al.
v. Lee Valentine, et al.  The litigation was stayed when Kmart
entered bankruptcy.

*   *   *

Judge Sonderby finds that Kenneth Maynard has exhausted the
personal injury settlement procedures.  Accordingly, the Court
modifies the automatic stay and the Plan Injunction with respect
to Mr. Maynard's pending litigation in the Court of Common Pleas
of Franklin County, Ohio.

Judge Sonderby permits the Litigation to continue to final
judgment or settlement.  The Stay will remain in effect with
respect to any and all actions by Mr. Maynard 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: Wants Randall Boorman's Move to File Late Claim Denied
------------------------------------------------------------------
Beth Anne Alcantar, Esq., at Johnson & Associates, in Chicago,
Illinois, tells the Court that Randall A. Boorman sustained
injuries at a Big Kmart Store, No. 4343, in West Palm Beach,
Florida, on September 13, 2002.

The Law Offices of Findler & Findler, P.A., representing Mr.
Boorman, notified Kmart of the personal injury claim on
November 6, 2002, which was acknowledged by Kmart's Claims
Examiner.  However, the Claims Examiner never notified Mr.
Boorman of the Administrative Claims Bar Date before the deadline
expired.  Therefore, the Administrative Claims Bar Date passed
without Findler filing a claim on Mr. Boorman's behalf.

In March 2004, Findler became aware that it might be required to
file a claim.  Findler is not a bankruptcy attorney.  Ms.
Alcantar says Findler felt that because the injury had occurred
after the Petition Date, Mr. Boorman's claim was not covered by
the bankruptcy.  But to comply with any applicable requirements,
Findler sent the claim on March 8, 2004.

According to Ms. Alcantar, Mr. Boorman's claim was not listed on
Trumbull Services' Web site or the Public Access to Court
Electronic Records.  Ms. Alcantar asserts that the Claim was not
processed properly.  Shipment detail says the Claim was receive by
the Bankruptcy Court on March 9, 2004.

Findler sought clarification from Trumbull but received no reply.

Findler filed suit in the Circuit Court of the Fifteenth Judicial
Circuit in and for Palm Beach County, Florida.  On November 10,
2004, Kmart sent Mr. Boorman notice of the Administrative Claims
Bar Date.  For the first time, Mr. Boorman learned about the
Administrative Claims Bar Date.

On November 22, 2004, Kmart sought dismissal of the State Court
Litigation based on Mr. Boorman's failure to timely file his
claim.

Pursuant to Rule 2006 of the Federal Rules of Bankruptcy
Procedure, Mr. Boorman asks Judge Sonderby for an extension of
time to file proof of its unsecured administrative expense claim
and deem that claim timely filed.

Ms. Alcantar contends that the excusable neglect standard for a
request under Bankruptcy Rule 2006 has been met because Kmart did
not provide Findler with the Bar Date Notice despite the fact that
it knew Findler was representing Mr. Boorman.

Mr. Boorman also asks the Court to modify the injunction mandated
by Section 1141 of the Bankruptcy Code so he may proceed with the
State Court Litigation to liquidate his claim so the amount may
then be paid in accordance with Kmart's Plan of Reorganization.

                        Kmart's Objection

David E. Gordon, Esq., at Barack Ferrazzano Kirschbaum Perlman &
Nagelberg LLP, in Chicago, Illinois, argues that Mr. Boorman
failed to make an adequate showing of a lack of notice during the
relevant notice period that was provide twice in May 2003.  
Contrary to Mr. Boorman's assertions, Kmart provided a timely and
reasonable notice of the Administrative Bar Date to Findler &
Findler.

Mr. Gordon explains that Trumbull sent the Bar Date Notice to
Findler no later than May 10, 2003, and again no later than
May 19, 2003.  The mailing was not returned as "undeliverable."

Mr. Gordon asserts that Mr. Boorman has failed to present
sufficient facts to establish that his untimely filing of an
Administrative Claim Request Form was due to excusable neglect.  
That the notice was to mailed to Mr. Boorman's counsel and not
returned as "undeliverable" establishes a presumption that the
notice was received.  Mr. Boorman presented no evidence as to how
mail is retrieved from the post office and then processed at
Findler.  It is likely that the Bar Date Notice was received but
not acted upon.

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


MARTIN LUTHER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Martin Luther King Jr. Community Services of Illinois
        453 South Adams Street
        Freeport, Illinois 61032

Bankruptcy Case No.: 05-73539

Type of Business: The Debtor is a not-for-profit community
                  development corporation that provides
                  charitable, benevolent, religious, scientific,
                  employment, housing and educational services.
                  See http://www.mlkcsi.org

Chapter 11 Petition Date: July 14, 2005

Court: Northern District of Illinois (Rockford)

Debtor's Counsel: Thomas E. Laughlin, Esq.
                  Ritz & Laughlin, Ltd., P.C.
                  728 North Court Street
                  Rockford, Illinois 61103
                  Tel: (815) 968-1807
                  Fax: (815) 961-1917

Total Assets: $2,034,121

Total Debts:    $752,125

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Reverend Charles Collins                    $57,000
   511 South Liberty
   Freeport, IL 61032

   Caine & Weiner                              $15,031
   P.O. Box 8500
   Van Nuys, CA 91409-8500

   Blue Cross-Blue Shield of Illinois          $14,017
   P.O. Box 1186
   Chicago, IL 60690-1186

   Accountemps                                 $12,513
   122400 Collections Center Drive
   Chicago, IL 60693

   Danka Office Imaging                        $11,815
   201 A
   1111 South Alpine Road
   Rockford, IL 61108

   Timmer & Associates, P.C.                    $7,899
   Certified Public Accountants
   4480 & 48th Avenue Court, Suite 3
   Rock Island, IL 61201-9203

   FHN                                          $7,312
   Central Business Office
   P.O. Box 268
   Freeport, IL 61032

   Philadelphia Insurance Companies             $6,450
   P.O. Box 8500-8955
   Philadelphia, PA 19178-8955

   Fifth Third Bank                             $5,327
   Trust Department
   101 West Stephenson Street
   Freeport, IL 61032

   GIG Technologies                             $5,310
   James Estes
   10078 Bellview Road
   Orangeville, IL 61060

   ComEd                                        $5,174
   Bill Payment Center
   Chicago, IL 60668-0001

   Helsley Supply Company                       $4,945
   4960 & 28th Avenue
   Rockford, IL 61109

   Hewlett-Packard Company                      $3,102
   Credit Tream
   P.O. Box 277205
   6000 Feldwood Road
   College Park, GA 30349-7203

   Pitney Bowes Purchase Power                  $2,959
   P.O. Box 856042
   Louisville, KY 40285-6042

   Pitney Bowes Credit Corporation              $2,357
   1313 Atlantic, 3rd Floor
   Spokane, WA 99201-2303

   Dyne, Friedland & Omrani                     $2,276
   P.O. Box 7020
   Van Nuys, CA 91409

   Cub Food 30914                               $2,196
   1512 South West Avenue
   Freeport, IL 61032

   Dell Marketing L.P.                          $2,032
   c/o Dell USA L.P.
   P.O. Box 802816
   Chicago, IL 60680-2816

   Verizon North                                $2,003
   P.O. Box 920041
   Dallas, TX 75392-0041

   Premium Assignment Corporation               $1,841
   P.O. Box 3100
   Tallahassee, FL 32315-3100


MAYTAG CORP: Stockholders to Vote on Triton Merger on Aug. 19
-------------------------------------------------------------
Maytag Corporation (NYSE: MYG) has scheduled a special meeting of
stockholders for Aug. 19, 2005, to consider and vote on the
adoption of the merger agreement with Triton Acquisition Holding
Co.  As previously announced on May 19, 2005, Maytag and Triton
Acquisition Holding Co., an entity organized by an investor group
led by Ripplewood Holdings L.L.C., have entered into a merger
agreement pursuant to which Maytag would become a subsidiary of
Triton Acquisition Holding Co., and Maytag stockholders would
receive $14.00 in cash for each of their shares of Maytag common
stock.  Stockholders of record of Maytag as of July 20, 2005, will
be entitled to vote on the transaction.  Maytag plans to mail
definitive proxy material to its stockholders on or about July 20,
2005.

                      HSR Waiting Period

Maytag Corporation received notification from the Federal Trade
Commission that the FTC has granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.

The transaction remains subject to the receipt of debt financing
by Triton Acquisition Holding Co., stockholder approval and other
customary closing conditions.

                      The Declining Offer

On June 30, Maytag disclosed to the Securities and Exchange
Commission that the Ripplewood-led Triton group had offered $23.50
per share cash for the company in December 2004.  

In February, the Triton group revised its offer to $17.25 per
share and then to $14 two months later when it became clear that
Maytag's business prospects and income would face challenges
throughout the year.  Maytag's board accepted the $14 offer on
May 19.

                       The Triton Deal

If the Triton acquisition is completed, Maytag will become a
subsidiary of Triton Acquisition Holding Co., SEC filings said.
The company expects the Triton deal to be completed by Dec. 15.

Triton's purchase of Maytag is expected to total $1.65 billion,
which includes the assumption of $975 million of Maytag debt,
repayment of financing and other closing costs, according to the
proxy statement.

The purchase would likely be financed by Triton through a
$900 million line of revolving credit and $750 million in secured
credit from Citigroup Global Markets Inc., Deutsche Bank Trust
Company Americas, Deutsche Bank AG Cayman Islands Branch, JPMorgan
Chase Bank, N.A. and J.P. Morgan Securities Inc., the documents
said.

In addition, Triton has obtained $450 million in equity
commitments from the investor group, the documents said. The group
includes New York-based Ripplewood Holdings LLC and RHJ
International, of Belgium, investment firms started by Timothy
Collins. GS Capital Partners, a Goldman Sachs & Co. investment
firm, and J. Rothschild Group Ltd. are the other partners.

Immediately following the closing of the merger, Triton
Acquisition Holding will be owned:

   * 35.56% by entities affiliated with Ripplewood Partners II,
     L.P. and one or more other private equity funds sponsored by
     Ripplewood Holdings L.L.C. Ripplewood Holdings is a leading
     private equity firm established by Timothy C. Collins in
     1995.  To date, Ripplewood has invested in transactions with
     an aggregate enterprise value of $12 billion, focusing on
     investments in the United States and Japan;

   * 35.56% by RHJ International. RHJ International (Euronext:
     RHJI) is a limited liability company organized under the laws
     of Belgium, having its registered office in Avenue Louis 326,
     1050 Brussels, Belgium. It is a diversified holding company
     focused on creating long-term value for its shareholders by
     acquiring and operating businesses in attractive industries
     in Japan and elsewhere;

   * 22.22% by GS Capital Partners V Fund, L.P. and one or more
     private equity funds sponsored by Goldman, Sachs & Co. GS
     Capital Partners V Fund, L.P., together with certain
     affiliated funds, currently serves as Goldman, Sachs & Co.'s
     primary investment vehicle for direct private equity
     investing.  GS Capital Partners V Fund was raised in April
     2005 with $8.5 billion of capital commitments and is managed
     by the Principal Investment Area of Goldman Sachs. Goldman
     Sachs, directly and indirectly through its various Principal
     Investment Area managed investment partnerships, has invested
     over $16 billion in over 500 companies since 1986 and manages
     a diversified global portfolio; and

   * 6.66% by one or more affiliates of J. Rothschild Group Ltd.,
     an investment vehicle of the J. Rothschild Group of
     Companies, which includes RIT Capital Partners plc (LSE:
     RCP), a diversified investment trust, and family and
     charitable trusts associated with Lord Rothschild.

A copy of the proposed Ripplewood deal is available for free at
http://researcharchives.com/t/s?54

Maytag Corporation is a $4.7 billion home and commercial appliance
company focused in North America and in targeted international
markets.  The corporation's primary brands are Maytag(R),
Hoover(R), Jenn-Air(R), Amana(R), Dixie-Narco(R) and Jade(R).

At Jan. 1, 2005, Maytag's balance sheet reflected a $75,024,000
stockholders' deficit, compared to $65,811,000 of positive equity
at Jan. 3, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Maytag Corporation's 'BB' senior unsecured debt remains on Rating
Watch Negative by Fitch Ratings following the company's
announcement that it has received a preliminary non-binding
proposal from Bain Capital Partners LLC, Blackstone Capital
Partners IV L.P. and Haier America Trading, L.L.C. to acquire all
outstanding shares of Maytag for $16 per share cash.

As reported in the Troubled Company Reporter on Apr. 29, 2005,
Moody's Investors Service downgraded Maytag Corporation's senior
unsecured ratings to Ba2 from Baa3 and the short-term rating to
Not Prime from Prime-3.  At the same time the Ba2 senior unsecured
note rating was placed on review for possible further downgrade.
Moody's also assigned a new senior implied rating of Ba2.  Moody's
says the outlook for the ratings remains negative.

The ratings downgraded are:

   * Senior unsecured rating to Ba2 from Baa3; the rating is
     placed on review for possible further downgrade

   * Issuer rating to Ba2 from Baa3,

   * Short term rating to Not Prime from P-3.

The rating assigned:

   * Senior implied rating of Ba2.

As reported in the Troubled Company Reporter on Apr. 26, 2005,
Standard & Poor's lowered its long-term corporate credit and
senior unsecured debt ratings on home and commercial appliance
manufacturer Maytag Corp. to 'BB+' from 'BBB-'.

At the same time, the 'A-3' short-term corporate credit and
commercial paper ratings on the Newton, Iowa-based company were
withdrawn.  The ratings were removed from CreditWatch, where they
were placed Jan. 28, 2005, following weaker-than-expected fourth
quarter results and Standard & Poor's ongoing concerns about
Maytag's ability to improve its operation performance.

S&P says the outlook is stable.  Total debt outstanding at
April 2, 2005, was about $970 million.


METRIS COS: SEC Sends Wells Notice, Advancing Accounting Probe
--------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) received a "Wells Notice" from
the staff of the U.S. Securities and Exchange Commission in
connection with the Commission's investigation concerning the
company's reporting and treatment of "Allowance for loan loss" for
2001, its valuation of "Retained interests in loans securitized"
and other matters.  That investigation was disclosed by Metris in
August 2003.

Under the SEC's procedures, a Wells Notice indicates that the
staff intends to recommend that the Commission bring a civil
injunctive action against recipients for possible violations of
federal securities laws.  The Wells Notice also covers the
company's current chief executive officer and its controller.  
Recipients of Wells Notices have the opportunity to respond to the
SEC staff before the staff makes its formal recommendation on
whether any action should be brought by the SEC.

Metris Companies Inc. -- http://www.metriscompanies.com/-- based  
in Minnetonka, Minn., is one of the largest bankcard issuers in
the United States.  The company issues credit cards through Direct
Merchants Credit Card Bank, N.A. --
http://www.directmerchantsbank.com/-- a wholly owned subsidiary  
headquartered in Phoenix, Ariz.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 15, 2005,
Moody's Investors Service raised the ratings of Metris Companies,
Inc. (senior unsecured to B3 from Caa2) and its bank subsidiary
Direct Merchants Credit Card Bank NA (issuer to Ba3 from B1).  The
rating outlook is stable.  The rating agency said the upgrade
reflects the improvements in Metris's asset quality. These
improvements have led to positive earnings at the company as
well as the release of trapped cash from its securitization
conduits, and have also bolstered ABS investor confidence, giving
the company improved access to the securitization market and
greater funding flexibility.  The ratings action concludes a
ratings review begun on January 13, 2005.


METRIS COS: Prepaying $49 Million 10-1/8% Senior Notes on Aug. 15
-----------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) intends to prepay, at par, the
remaining $49.1 million of its unsecured 10-1/8% senior notes,
which are due July 2006.  The payment is expected to be made on
Aug. 15, 2005, following the required notification period.

"We will have prepaid $450 million of corporate debt in the last
10 months," said Metris Treasurer Scott Fjellman. "With this final
prepayment, all our outstanding corporate debt will be
eliminated."

Metris Companies Inc. -- http://www.metriscompanies.com/-- based  
in Minnetonka, Minn., is one of the largest bankcard issuers in
the United States.  The company issues credit cards through Direct
Merchants Credit Card Bank, N.A. --
http://www.directmerchantsbank.com/-- a wholly owned subsidiary  
headquartered in Phoenix, Ariz.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 15, 2005,
Moody's Investors Service raised the ratings of Metris Companies,
Inc. (senior unsecured to B3 from Caa2) and its bank subsidiary
Direct Merchants Credit Card Bank NA (issuer to Ba3 from B1).  The
rating outlook is stable.  The rating agency said the upgrade
reflects the improvements in Metris's asset quality. These
improvements have led to positive earnings at the company as
well as the release of trapped cash from its securitization
conduits, and have also bolstered ABS investor confidence, giving
the company improved access to the securitization market and
greater funding flexibility.  The ratings action concludes a
ratings review begun on January 13, 2005.


MILACRON INC: Slow Improvement Prompts S&P's Stable Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on plastics
machinery maker Milacron Inc. to stable from positive and affirmed
the ratings on the company, including the 'B-' corporate credit
rating.  "The outlook revision reflects our view that the
company's slow improvement in a recovering market, while good at
the current rating, is less likely to lead to an upgrade over the
next two years than was previously thought," said Standard &
Poor's credit analyst Natalia Bruslanova.

The ratings on Cincinnati, Ohio-based Milacron Inc. reflect its
debt burden, which is still large though it has diminished
somewhat.  The ratings also reflect the company's weak cash
generation due to the depressed end markets in plastic machinery
and mold technologies, though these segments are slowly
recovering.  These weaknesses are partly offset by the company's
steady and profitable positions in the machinery aftermarket and
industrial metalworking fluids businesses.

Milacron's lease-adjusted debt to EBITDA is likely to be about
6.5x for 2005, which is somewhat high for the rating.  For an
upgrade, Standard and Poor's believes the ratio would need to be
sustained at about 5x, which entails a sharp improvement in
EBITDA.  If end markets strengthen markedly later in 2005 or in
2006 and Milacron benefits, Standard and Poor's could revise the
outlook back to positive.  If the very slow recovery in the
plastic machinery market stalls, however, and the company's
liquidity erodes, the outlook could be revised to negative or the
ratings lowered.

Despite the downturn in plastics machinery, Milacron remains a
leader in the sector.  The company's segments -- injection
molding, blow molding, extrusion, and mold bases -- enjoy No. 1
positions in North America and No. 2 or No. 3 in Europe and Asia.
The company's operating performance in 2004 and 2005 has improved
because of cost reductions and some demand recovery.

Longer-term improvement will be driven by the level of customer
demand for plastic technologies machinery, which is showing signs
of recovery.  However, this is being hindered by high oil and
resin prices that have hurt the profitability of Milacron's
customers and their demand.  Demand has also been weaker in
automotive end markets.  Customer capacity utilization is hovering
around the 84%, a level that in the past has been necessary to
spur significant order increases, but because customer
profitability has been constrained by high raw material costs, new
orders have been slower to recover than expected.

Milacron's sales in the first quarter of 2005 were $192 million,
up $3 million from a year ago.  New orders in the quarter
increased 8% from year-ago levels, to $202 million, the highest in
four years, exceeding sales by $10 million.


MIRANT CORP: Court Approves Perryville Settlement Agreement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Mirant Corporation, Mirant Americas Energy Marketing, LP, and
Mirant Americas, Inc., permission to enter into a settlement
agreement with Perryville Energy Partners, LLC, and Perryville
Energy Holdings, LLC, to resolve certain claims arising from a
Tolling Agreement.

The Tolling Agreement is a 21-year contract between MAEM and
Perryville Partners entered on April 30, 2001, pursuant to which
MAEM was obligated to purchase all of the electricity generated
by Perryville Partners' power plant located in Perryville,
Louisiana.

On June 7, 2001, Perryville Partners borrowed money under a
Construction and Term Loan Agreement from KBC Bank, N.V., and
certain other banks and financial institutions.  The Term Loan is
secured by:

    -- substantially all the assets of Perryville Partners,
       including the Perryville plant; and

    -- a pledge of the limited liability company interests of
       Perryville Holdings in Perryville Partners.

At the time of the Term Loan, Perryville Holdings and Mirant
Perryville Investments, LLC, owned the equity interests in
Perryville Partners on a 50%-50% basis.  In June 2002, Perryville
Holdings purchased MPI's 50% equity interest in Perryville
Partners for cash and an assumption of certain debt.

Mirant Corp. guaranteed certain of MAEM's obligations under the
Tolling Agreement.  Perryville Partners and MAI also entered into
a Subordinated Loan Agreement whereby MAI agreed to lend to
Perryville Partners $100 million.

MAI provided an additional guaranty of MAEM's obligations under
the Tolling Agreement up to the amount outstanding under the
Subordinated Loan.

The Tolling Agreement was rejected on September 15, 2003.

On November 7, 2003, Perryville Partners asked the Court to allow
and compel the Debtors to pay $7,165,632 on account of its
administrative expense claim for services rendered to MAEM
pursuant to the Tolling Agreement for the period of July 31,
2003, through the Rejection Date.

The Debtors and the Mirant Creditors' Committee objected to the
administrative claim.

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, reported that MAEM's rejection of that Tolling Agreement
ultimately gave rise to:

    (a) separate Chapter 11 filings by the Perryville Parties in
        the U.S. Bankruptcy Court for the Western District of
        Louisiana; and

    (b) the filing by Perryville Partners of proofs of claim in
        the Debtors' Chapter 11 cases for alleged rejection
        damages in excess of $1.0 billion.

Perryville Partners filed four claims against the Mirant Debtors:

    1. Claim No. 6261, a general unsecured claim against MAEM for
       damages caused by rejection of the Tolling Agreement and
       unpaid prepetition amounts owed to Perryville Partners
       under the Tolling Agreement;

    2. Claim Nos. 6262 and 6263 -- a general unsecured claim and a
       secured claim against MAI for $98,650,000 under the MAI
       Guaranty; and

    3. Claim No. 6264, a general unsecured claim against Mirant
       for $177,178,391 under the Mirant Guaranty.

The Debtors and the Mirant Creditors' Committee objected to the
Claims.

MAI also filed a proof of claim in the Louisiana Bankruptcy Court
against each of Perryville Parties for $98,700,000, based on the
unpaid balance under the Subordinated Loan.

According to Mr. Phelan, the Mirant Parties and the Perryville
Parties have been engaged in extensive litigation over the
Claims.  On the eve of trial of the initial phase of the claims
litigation, the parties reached an agreement in principal to
resolve their disputes, Mr. Phelan relates.

The substantive terms of the Settlement Agreement are:

    A. Allowance of Perryville Partners' Claims against the Mirant
       Debtors

       a. Claim No. 6261 will be allowed as a prepetition general
          unsecured claim against MAEM for $207 million, subject
          to reduction if Perryville Partners exercises its right
          to offset the Allowed Sub Debt Claim against the Allowed
          MAI Guaranty Claim;

       b. The $207 million claim will be bifurcated into two
          separate and independent claims against MAEM:

          * Claim No. 6261A -- a prepetition, general unsecured
            claim for $98.7 million; and

          * Claim No. 6261B -- a prepetition, general unsecured
            claim for $108.3 million;

       c. Claim No. 6262 will be allowed as a prepetition claim
          against MAI for $98.7 million;

       d. Claim No. 6264 will be allowed as a prepetition general
          unsecured claim against Mirant for $177,178,391;

       e. All other prepetition claims which Perryville Partners
          have, or may have, against any of the Mirant Debtors
          will be disallowed and expunged, including Claim No.
          6263; and

       f. The Administrative Expense Claim will be deemed to have
          been satisfied in full by virtue of MAEM's prior
          postpetition payments to Perryville Partners for
          $2,360,304.

    B. Allowance of MAI Claim Against Perryville Debtors

       MAI will be deemed to have an allowed general unsecured
       claim against Perryville Partners in Perryville Partners'
       Chapter 11 case for $98.7 million as "Allowed Sub Debt
       Claim."

       The Allowed Sub Debt Claim will rank:

       (1) junior to any and all claims of the Perryville
           Partners Lenders;

       (2) pari passu with any and all prepetition general
           unsecured claims against Perryville Partners; and

       (3) senior to the equity interests of Perryville Holdings
           in Perryville Partners.

       All other prepetition claims which any of the Mirant
       Debtors have, or may have, against any of the Perryville
       Debtors, excluding the Allowed Sub Debt Claim, will be
       disallowed and expunged.

    C. Treatment of Allowed Perryville Partners Claims

       To the extent that the bankruptcy estates of the Mirant
       Debtors are not substantively consolidated, Perryville
       Partners will be entitled to assert each of its allowed
       claims against the respective the Mirant Debtor obligated
       thereon, and Perryville Partners would be entitled to a
       distribution on account of each of the claim so long as
       Perryville Partners' aggregate recovery is not in excess
       of the dollar amount of its allowed Rejection Damages Claim
       plus interest thereon calculated at the applicable rate
       from the Mirant Petition Date through the date of payment
       in full (but only to the extent that Perryville Partners is
       entitled to postpetition interest under the Bankruptcy
       Code).

       If the Mirant Debtors are substantively consolidated:

       (a) the Allowed Mirant Guaranty Claim would be eliminated;

       (b) the Allowed MAI Guaranty Claim would be eliminated,
           except to the extent that Perryville Partners would
           continue to have its right to offset the claim against
           the Allowed Sub Debt Claim; and

       (c) Perryville Partners would be limited to a distribution
           solely on account of the Allowed Rejection Damages
           Claim.

       The Perryville Parties agreed not to oppose the substantive
       consolidation of the Mirant Parties, and the Mirant
       Parties have agreed, if their bankruptcy estates are
       substantively consolidated in whole or in part, that
       Similar Claims to the Allowed Perryville Partners Claims
       will not be afforded more favorable treatment than the
       Allowed Perryville Partners Claims.

       Perryville Partners' aggregate recovery under a Confirmed
       Mirant Plan on account of all of the Allowed Perryville
       Partners Claims will not exceed the dollar amount of the
       Allowed Rejection Damages Claim plus interest thereon
       calculated at the applicable rate from the Mirant Petition
       Date through the date of payment in full (but only to the
       extent that Perryville Partners is entitled to postpetition
       interest under the Bankruptcy Code).

       Until the time as:

       (1) Perryville Partners elects to exercise or to not
           exercise its right to offset the Allowed MAI Guaranty
           Claim against the Allowed Sub Debt Claim; or

       (2) Perryville Partners' right to exercise the offset is
           extinguished pursuant to the Settlement Agreement,

       that property which would otherwise be distributable on
       account of Claim 6261A (if Perryville Partners were to
       elect not to exercise its right of offset) will be held
       in escrow for the benefit of Perryville Partners or its
       assignee.

       If Perryville Partners elects to exercise its right to
       offset the Allowed MAI Guaranty Claim against the
       Allowed Sub Debt Claim, the Escrowed Property will be
       released to the Mirant Debtors or otherwise distributed
       in accordance with the Confirmed Mirant Plan.

       If Perryville Partners sends notice to the Mirant Debtors
       that it elects not to exercise its right to offset the
       Allowed MAI Guaranty Claim against the Allowed Sub Debt
       Claim or if Perryville Partners has not made its election
       before the expiration of the Election Deadline, the
       Escrowed Property (and all further distributions on account
       of Claim 6261A) will be promptly delivered, without any
       holdback, reduction or offset whatsoever, to Perryville
       Partners or its assignee.

       The Election Deadline will be midnight on the later of
       March 31, 2006, and the Mirant Effective Date, unless the
       Mirant Parties and the Perryville Parties otherwise agree
       in writing to extend that deadline.

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


MIRANT CORP: Disclosure Statement Hearing Rescheduled to Aug. 17
----------------------------------------------------------------
According to Ian T. Peck, Esq., at Haynes and Boone, LLP, in
Dallas, Texas, the hearing to consider Mirant Corporation and its
debtor-affiliates' Amended Disclosure Statement is reset to
August 17, 2005, at 9:00 a.m.

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

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

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

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

If creditors accept and the Court confirms the Amended Plan:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Wants Court to Okay Collateral Transfer Agreement
--------------------------------------------------------------
Georgia Power Company and Debtor West Georgia Generation Company,
L.L.C., formerly known as West Georgia Generation Company L.P.
and Cataula Generation Company, L.P., entered into two Negotiated
Contracts for the Purchase of Firm Capacity and Energy on
July 18, 1996, and September 10, 1999.

Pursuant to the 1996 Agreement, West Georgia agreed to sell to
Georgia Power its electric generating facility located in
Thomaston, Georgia.  The 1996 Agreement expired by its terms on
June 1, 2005.

West Georgia also agreed to sell to Georgia Power under the 1999
Agreement:

    (a) 300 MW of capacity and no more than 350 MW of capacity
        between June 1, 2002, and May 31, 2005; and

    (b) 447 MW of capacity and no more than 525 MW of capacity
        between June 1, 2005, and May 31, 2009.

The 1996 Agreement required West Georgia to post an $8 million
collateral in the form of a letter of credit.  Georgia Power
subsequently drew down the entire letter of credit and is holding
the $8 million, plus interest, as cash collateral.  The 1996
Agreement also requires Georgia Power to deliver the 1996
Collateral to West Georgia on July 1, 2005.

West Georgia posted another letter of credit for the benefit of
Georgia Power amounting to $16 million pursuant to the 1999
Agreement.  Georgia Power drew down the entire letter of credit
and is holding the $16 million, plus interest, as cash
collateral.  Georgia Power is currently holding the collateral,
and has applied $30,000 of the 1999 Collateral as liquidated
damages.  The 1999 Agreement required West Georgia to increase
the letter of credit, or "Performance Security" from $16 million
to $24 million.

To resolve all issues arising out of the Collaterals, Jason D.
Schauer, Esq., at White & Case LLP, in Miami, Florida, relates
that Georgia Power and West Georgia entered into an agreement on
July 5, 2005.

The Agreement provides that:

    (a) Georgia Power will accept and retain an amount from the
        1996 Collateral sufficient to satisfy West Georgia's
        obligation to increase West Georgia's "Performance
        Security" under the 1999 Agreement;

    (b) Georgia Power will waive its obligation to deliver the
        1996 Collateral to West Georgia;

    (c) Georgia Power may retain any and all interest, accruing
        since April 14, 2005, necessary to maintain the $24
        million cash collateral; and

    (d) Any money in excess of the $24 million principal amount
        must be delivered to West Georgia.

The parties acknowledge that Georgia Power does not have a
continuing duty to turn over any accrued interest on the 1999
Collateral to West Georgia except in accordance with the 1999
Agreement, but in the event the amount of the "Performance
Security" is permitted to be reduced under the terms of the 1999
Agreement, or West Georgia in its sole discretion replaces all or
a portion of the Performance Security with a letter of credit,
the amount of the 1999 Collateral equal to the amount of
Performance Security reduced or replaced must be promptly
returned to West Georgia in accordance with the terms of the 1999
Agreement.

Thus, the Debtors ask Judge Lynn to approve the parties'
Collateral Transfer Agreement dated July 5, 2005.

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


MORGAN STANLEY: S&P Lifts Ratings on Four Certificate Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, E, F, G, H, J, K, and L of Morgan Stanley Dean Witter
Capital I Trust 2002-HQ's commercial mortgage pass-through
certificates.  Concurrently, all other outstanding ratings on this
transaction are affirmed.  At the same time, ratings on classes B-
1, B-2, and B-3 of Woodfield Mall Trust series 2002-WM are also
raised.

The raised and affirmed ratings reflect:

    * the recent defeasance of the Butera Portfolio loans,

    * the steady performance and strong sales of the
      Woodfield Mall, and

    * credit enhancement levels that provide adequate support
      through various stress scenarios.

As of June 2005, the pool collateral consisted of 73 commercial
mortgages with an outstanding balance of $720.1 million, down 15%
from $845.9 million at issuance.  There are no delinquent or
specially serviced loans in the pool.  The master servicer, GMAC
Commercial Mortgage, reported net cash flow debt service coverage
ratios for the entire pool for either full-year 2003 (7%) or full-
or partial-year 2004 (93%).  Five loans totaling $71.6 million, or
10% of the pool, have been defeased.  Based on this information,
and excluding defeasance, Standard & Poor's calculated a DSCR for
the pool of 1.46x, which is essentially unchanged from 1.47x for
the same loans at issuance.

The composition of the pool's top 10 assets has changed since
issuance, following the defeasance of the Butera Portfolio loans
(when combined, the second largest exposure) and the full payoff
of two of the five loans with investment-grade characteristics.
Three of the top 10 loans still have credit characteristics
consistent with investment-grade loans.  The largest, Woodfield
Mall, is discussed in more detail below.  Excluding defeasance,
the current weighted average DSCR for the top 10 loans, which
constitute 50.9% of the pool, has declined to 1.48x, from 1.53x at
issuance.

The largest loan in the pool is a pari passu senior component of
the Woodfield Mall loan for $126 million (17.5%).  A subordinate B
note with a current balance of $41.66 million was securitized in
the Woodfield Mall Trust, a stand-alone transaction, and is
represented by the B-1, B-2, and B-3 certificates.  A 2.2 million-
sq.-ft. super-regional mall in Schaumburg, Illinois, secures the
loan.  GMACCM reported NCF of $40.483 million and a DSCR of 1.69x
for year-end 2004, down from $42.074 million NCF and a 1.76x DSCR
at issuance (figures include the B note).

However, the mall is presently performing better than at issuance,
with current occupancy at 92.1%, versus 88% at issuance.  The
property manager also reported year-to-date sales of $530 per sq.
ft. as of March 31, 2005, versus $506 at year-end 2004 and $466 at
issuance.  The senior component exhibits credit characteristics
consistent with a loan rated 'AAA' based on Standard & Poor's
current valuation assumptions.  The ratings on the Woodfield Mall
Trust that are secured by the B note are raised accordingly.

A relatively small number of loans (10 loans totaling $48.8
million, or 6.8% of the pool) appear on the servicer's watchlist.
Eight of them appear due to DSCRs below 1.0x, and were stressed
accordingly in Standard & Poor's analysis.  Of particular concern
are One Burlington Avenue, an industrial property in Wilmington,
Massachusetts, with a current occupancy of 61% and a large tenant
scheduled to vacate later this year; and The Towneship at Clifton,
a mobile-home park in Wichita, Kan., that reported a 0.59x DSCR
and 53% occupancy as of year-end 2004.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the watchlisted loans.  The expected
losses and resultant credit enhancement levels adequately support
the current rating actions.
   
                          Ratings Raised
   
           Morgan Stanley Dean Witter Capital I Trust 2002-HQ
           Commercial mortgage pass-thru certs series 2002-HQ

                      Rating
                      ------
           Class   To        From      Credit enhancement(%)
           -----   --        ----      --------------------
           B       AAA       AA                       16.59
           C       AAA       A                        12.48
           D       AA+       A-                       11.45
           E       AA        BBB+                      9.99
           F       A+        BBB                       8.81
           G       A         BBB-                      7.64
           H       BBB+      BB+                       5.58
           J       BBB       BB                        4.70
           K       BBB-      BB-                       3.82
           L       BB-       B+                        2.64
   

                           Woodfield Mall Trust
           Commercial mortgage pass-thru certs series 2002-WM

                                     Rating
                                     ------
                        Class     To        From
                        -----     --        ----
                        B-1       AA+       AA-
                        B-2       AA        A
                        B-3       AA-       A-
   

                          Ratings Affirmed
   
           Morgan Stanley Dean Witter Capital I Trust 2002-HQ
           Commercial mortgage pass-thru certs series 2002-HQ
   
              Class      Rating       Credit enhancement(%)
              -----      ------       ---------------------
              A-1        AAA                          21.15
              A-2        AAA                          21.15
              A-3        AAA                          21.15
              M          B                             1.76
              N          B-                            1.47
              X-1        AAA                            N/A
              X-2        AAA                            N/A
   
                           N/A - Not applicable.


NBTY INC: Moody's Rates $120 Million Senior Secured Loan at Ba2
---------------------------------------------------------------
Moody's Investors Service rated NBTY Inc.'s new $120 million
senior secured term loan A at Ba2.  In addition, Moody's affirmed
NBTY's existing ratings, including its corporate family rating
(formerly, "senior implied rating") of Ba2.  Proceeds from the
term loan (net $115 million) will fund NBTY's pending acquisition
of Solgar from Wyeth.  Notwithstanding the risks associated with a
high-priced, debt-financed acquisition, the ratings affirmation
reflects the strong alignment of Solgar with NBTY's products,
integration capabilities, and long-term growth strategies, as well
as the ongoing solid financial profile and market position of NBTY
in the nutritional supplements industry.  The outlook remains
stable.

These ratings were affected by the rating action:

    * Corporate family rating, affirmed at Ba2;

    * $120 million senior secured term loan A due 2010, assigned
      at Ba2;

    * $100 million senior secured revolving credit facility due
      2008, affirmed at Ba2;

    * $139 million senior term loan C due 2009, affirmed at Ba2.

    * $150 million guaranteed senior subordinated notes due 2007,     
      affirmed at B1.

Solgar's trailing twelve month operating results, with sales of
$105 million and EBITDA of $15 million, imply purchase multiples
of 1.1x and 7.7x, respectively, which Moody's views as somewhat
high, especially given recent industry challenges.  In this
regard, Moody's notes that NBTY's six-month operating results
(through March 2005) have shown sluggish sales and meaningfully
lower profits as the company has invested in promotional spending
to offset difficult market conditions owning to unfavorable
publicity around Vitamin E and the waning of low-carbohydrate diet
fads. Nonetheless, NBTY's pro forma credit metrics following the
acquisition (debt-to-EBITDA of 1.7x and rent adjusted debt-to-
EBITDAR of 3.6x) remain well-positioned in the Ba2 rating category
with the company expected to continue to generate strong free cash
flow going forward.

The Solgar transaction is consistent with prior rating
expectations, given NBTY's acquisitive nature, and is viewed as
well-aligned with the company's long-term business strategies.
Through the acquisition, NBTY will add Solgar's premium branded
products, and its distribution in the growing natural foods and
international retail channels, to a large, diverse, and
vertically-integrated position (global wholesaler and multi-
channel retailer) in the nutritional supplements industry.  As
such, NBTY could realize margin benefits from sales mix shifts,
from synergy opportunities, and from the leveraging of organic
sales growth over its fixed costs.  Ongoing rating support stems
from NBTY's experienced management team, which has successfully
integrated several acquisitions over the years (including the
large Rexall purchase in 2003) and rapidly repaid related debt,
and from favorable industry factors.  In this last regard, Moody's
notes the long-term demand potential from an aging population and
from the broader increases in consumer health consciousness and
acceptance of herbal and other non-prescription solutions.  The
industry's largely non-seasonal and recurring sales patterns
(particularly in mail-order businesses where NBTY has a leading US
position) provide further rating support.

NBTY's ratings remain constrained by the potential for sales and
earnings volatility owing to industry risks which Moody's views as
above-average relative to other consumer goods companies.  
Foremost among these risks is the industry's dependence on faddish
new product introductions to drive sales and profits, as weak
brand equities and low-entry barriers often result in sales
rapidly migrating to lower-margin private label.  In this regard,
Moody's notes the challenges of retaining market share and profits
within a competitive landscape that includes large pharmaceutical
companies, niche branded competitors, and private label
manufacturers.  The industry has also been historically subject to
material regulatory, publicity, litigation, and product liability
concerns that are associated with selling ingested health
products.  Lastly, the ratings recognize the challenges in
managing NBTY's US retail operation, which is a weak profit
contributor as the company uses these stores to test new products,
clear inventories, and stay ahead of market trends.

The stable ratings outlook reflects NBTY's good financial and
liquidity profile, and the expectation that NBTY can maintain or
improve its pro forma credit metrics over the coming year if the
company is able to realize the expected benefits of the Solgar
acquisition and if industry conditions stabilize.  In this regard,
Moody's notes that NBTY has reported improving sales trends for
April and May 2005.  Nonetheless, the stable outlook also reflects
the potential for earnings to remain under pressure through fiscal
2005, or for NBTY to pursue further debt-financed acquisitions.
Moody's could become uncomfortable with its stable outlook if
these factors result in rent adjusted debt-to-EBITDAR above 4.0x.
Conversely, more stable operating results and a return to pre-
Solgar leverage levels (funded debt at 1.3x EBITDA and adjusted
debt at 3.4x EBITDAR) could result in positive rating pressures.
An upgrade would be possible if NBTY sustains adjusted leverage
below 3.0x.

The Ba2 rating on NBTY's new term loan A facility reflects its
pari passu positioning with the existing senior secured
facilities, which are secured by all assets and capital stock of
the company and its domestic subsidiaries (excluding mortgaged
properties), 65% of foreign subsidiary stock plus the upstream
guarantees of all domestic subsidiaries.  Moody's notes that the
secured facilities will mature in March 2007 if NBTY has not
repaid or refinanced its senior subordinated notes which come due
in September 2007.  Proposed amendments to the credit agreement
(including loosening indebtedness, acquisition, capital
expenditure, and dividend limits) are seen as consistent with
current rating levels.  Further, Moody's notes that financial
covenants, excluding the fixed charge covenant (proposed to be
eliminated), are expected to remain unchanged at achievable, but
appropriately restrictive levels relative to the ratings.

NBTY is a leading vertically integrated U.S. manufacturer and
distributor of a broad line of high-quality, value-priced
nutritional supplements in the U.S. and throughout the world.  The
company markets approximately 2,000 products under a variety of
brand names including Nature's Bounty, Vitamin World, Puritan's
Pride, Holland & Barrett, Rexall, Sundown, MET-Rx, WORLDWIDE Sport
Nutrition, American Health, GNC (UK), De Tuinen, and Le Naturiste.
NBTY markets its products through a variety of distribution
channels including wholesale, U.S. retail, European retail and
direct response. For the twelve months ended March 31, 2005, NBTY
had net sales of $1.7 billion.


NEXTEL COMMS: Launches Exchange Offers & Consent Solicitation
-------------------------------------------------------------
Nextel Communications, Inc. (NASDAQ:NXTL) commenced an offer to
exchange:

     (i) any and all of its outstanding 7.375% Senior Serial
         Redeemable Notes due 2015, Series A for an equal
         aggregate principal amount of newly issued 7.375% Senior
         Serial Redeemable Notes due 2015, Series D,

    (ii) any and all of its outstanding 6.875% Senior Serial
         Redeemable Notes due 2013, Series B for an equal
         aggregate principal amount of newly issued 6.875% Notes
         dues 2013, Series E, and

   (iii) any and all of its outstanding 5.95% Senior Serial
         Redeemable Notes due 2014, Series C for an equal
         aggregate principal amount of newly issued 5.95% Notes
         due 2014, Series F Notes.

Nextel is also soliciting consents from the holders of all such
notes to effect certain proposed amendments to the terms of the
Series A Notes, Series B Notes and Series C Notes and to the
related Indenture.  The exchange offer and consent solicitation
will expire at 12:00 Midnight, New York City time on Friday,
August 5, 2005, unless extended or earlier terminated.  Nextel's
obligation to accept notes tendered in the exchange offer is
conditioned upon the receipt of requisite consents to effect the
proposed amendments.

The newly issued Series D Notes, Series E Notes and Series F Notes
to be issued in the exchange offer will be substantially identical
to the Series A Notes, Series B Notes and Series C Notes,
respectively, with the following exceptions:

     (a) the Exchange Notes will have the benefit of a new
         covenant under which Nextel will undertake to seek from
         Sprint Corporation, which will be renamed "Sprint Nextel"
         following consummation of the proposed merger between
         Nextel and Sprint, a guarantee of all Nextel's payment
         obligations with respect to the Exchange Notes; and

     (b) the Exchange Notes will have the benefit of a new
         covenant with respect to the provision of financial
         information and reports similar to the exiting covenant
         relating to the provision of financial information and
         reports, with the exception that if the Exchange Notes
         are subsequently guaranteed by a parent guarantor, the
         financial statements and reports required to be provided
         by such covenant may instead be provided by the parent
         guarantor.

The proposed amendments to the Indenture being sought in the
consent solicitation include:

     (a) eliminating the covenant to provide financial information
         with respect to the Original Notes;

     (b) providing that certain of the restrictive covenants
         relating to the Original Notes will terminate upon the
         earlier of:

           (i) the consummation of the proposed merger between
               Sprint and Nextel or

          (ii) the Original Notes achieving a rating of Investment
               Grade; and

     (c) amending the provision relating to supplemental
         indentures to allow Nextel to amend the Indenture and any
         notes issued thereunder without the consent of holders to
         provide additional rights or benefits to the holders or
         other changes that do not adversely affect the legal
         rights of any holder under the Indenture.

The modified provisions regarding the termination of covenants
described above would apply only to any remaining outstanding
Original Notes and would not apply to the Exchange Notes.

Under the terms of the consent solicitation, to effect the
amendments, Nextel must receive consents from holders of not less
than a majority in aggregate principal amount at stated maturity
of all outstanding Series A Notes, Series B Notes and Series C
Notes, with the holders of all such series of notes voting
together as a single class on or prior to the Expiration Date.  In
addition, to be effective, the proposed amendments described above
are subject to the execution of a supplemental indenture by Nextel
and the Trustee.  Nextel intends to execute such a supplemental
indenture immediately following the Expiration Date.

This press release does not constitute an offer of the Series D
Notes, Series E Notes, or Series F Notes, nor the solicitation of
offers to repurchase the outstanding Series A Notes, Series B
Notes and Series C Notes, nor a solicitation of consents with
respect to the Series A Notes, Series B Notes and Series C Notes.  
The offer has not been registered under the Securities Act of
1933, as amended.  

The Offer to Exchange and Consent Solicitation Statement and the
related Letter of Transmittal and Consent, are available upon
request, free of charge, from Georgeson Shareholder
Communications, Inc., the information agent for the exchange offer
and consent solicitation, at (877) 278-4751 (toll-free).  
Georgeson Shareholder Communication, Inc., as information agent,
can also answer questions regarding the exchange offer and consent
solicitation.

Nextel Communications, a FORTUNE 200 company based in Reston, Va.,
is a leading provider of fully integrated wireless communications
services and has built the largest guaranteed all-digital wireless
network in the country covering thousands of communities across
the United States.  Today 95 percent of FORTUNE 500(R) companies
are Nextel customers.  Nextel and Nextel Partners, Inc. currently
serve 297 of the top 300 U.S. markets where approximately 263
million people live or work.

                        *     *     *

Nextel's 5-1/4% convertible senior notes due 2010 carry Moody's
Investor's Service's Ba3 rating, Standard & Poor's BB rating and
Fitch's BB+ rating.


NEXTEL COMMS: Shareholders Approve Proposed Merger with Sprint
--------------------------------------------------------------
Nextel Communications Inc. (NASDAQ: NXTL) received approval from
its stockholders for the proposed merger with Sprint Corporation
(NYSE: FON).

"The resounding stockholder support for this merger endorses the
smart strategic rationale and the tremendous value creation
opportunities before us," said William E. Conway, chairman of the
board of Nextel.  "It also recognizes a job well done by the
Nextel executive team.  With their dedication and vision, backed
by the commitment of all Nextel employees, the company is poised
to unite with Sprint and become America's premier
telecommunications company."

786,848,210 of Nextel's outstanding shares of class A common
stock, 71.3 percent of the outstanding shares, voted in favor of
the proposal.  The favorable vote represented 99.8 percent of the
shares participating and voting at the meeting, demonstrating that
the stockholders were overwhelmingly in favor of proceeding with
the merger as provided for in the Agreement and Plan of Merger.   
The approval is an important step towards completion of the
merger, which is expected to occur in the third quarter of 2005,
pending regulatory approvals.

Stockholders also voted to elect three directors - Timothy M.
Donahue, Frank M. Drendel and William E. Kennard, each for a
three-year term, and ratified the appointment of Deloitte & Touche
LLP as Nextel's independent registered accounting firm for 2005.
Furthermore, shareholders adopted an Amended and Restated
Incentive Equity Plan. All of the vote tallies are considered
preliminary until certified by independent election inspectors.

At the meeting, Mr. Timothy Donahue, president and CEO of Nextel,
provided stockholders with an overview on the industry and
company, and an update on the merger approval and integration
process.

"The wireless industry is strong.  Nextel is steadily increasing
its share of the market, and we continue to lead the industry in
key performance metrics," said Mr. Donahue.  "We look forward to
quickly completing the merger approval process and carrying our
strong operating momentum into the combined company."

The proposed merger-of-equals between Sprint and Nextel, which was
announced on December 15, 2004, is expected to close in the third
quarter of 2005 pending regulatory approvals. After the completion
of the merger, the combined company stock will trade on the New
York Stock Exchange under the ticker symbol "S."

                          About Sprint

Sprint offers an extensive range of innovative communication
products and solutions, including global IP, wireless, local and
multiproduct bundles. A Fortune 100 company with more than $27
billion in annual revenues in 2004, Sprint is widely recognized
for developing, engineering and deploying state- of-the-art
network technologies, including the United States' first
nationwide all-digital, fiber-optic network; an award-winning Tier
1 Internet backbone; and one of the largest 100-percent digital,
nationwide wireless networks in the United States. For more
information, visit http://www.sprint.com/mr.

                          About Nextel

Nextel Communications, a FORTUNE 200 company based in Reston, Va.,
is a leading provider of fully integrated wireless communications
services and has built the largest guaranteed all-digital wireless
network in the country covering thousands of communities across
the United States. Today 95 percent of FORTUNE 500r companies are
Nextel customers. Nextel and Nextel Partners, Inc. currently serve
297 of the top 300 U.S. markets where approximately 263 million
people live or work.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2004,
Moody's Investors Service placed the ratings of Nextel
Communications, Inc., and Nextel Finance Company on review for
possible upgrade.  Moody's also changed the rating outlook for
Sprint Corporation and its subsidiaries to developing from
positive.  This rating action is based on the announcement that
the two companies have entered into a definitive agreement to
combine in a stock-for-stock merger of equals.

The ratings on review for possible upgrade are:

   * Nextel Communications, Inc.

     -- Ba2 Senior implied rating
     -- Ba3 Issuer rating
     -- Ba3 Senior Unsecured Debt
     -- B2 Preferred Stock

   * Nextel Finance Company

     -- Ba1 Senior Secured Credit Facilities

The ratings whose outlook is developing are:

   * Sprint Corporation

     -- senior unsecured long term at Baa3

   * Sprint Capital Corporation

     -- senior unsecured long-term at Baa3

   * United Telephone Co. of Florida

     -- first mortgage bonds at A3

   * United Telephone Co. of Ohio

     -- first mortgage bonds at A3

   * United Telephone Co. of Pennsylvania

     -- first mortgage bonds at A3

   * Carolina Telephone & Telegraph Company

     -- senior unsecured long-term at Baa1

   * Centel Capital Corporation

     -- senior unsecured long-term at Baa2

   * Central Telephone Co.

     -- senior secured long-term at A3

As reported in the Troubled Company Reporter on Oct. 29, 2004,
Standard & Poor's Ratings Services placed its ratings on Reston,
Virginia-based wireless service provider Nextel Communications
Inc., including the 'BB+' corporate credit rating, on CreditWatch
with positive implications.  Total operating lease-adjusted debt
was around $10.4 billion at Sept. 30, 2004.

As reported in the Troubled Company Reporter on June 28, 2004,
Fitch Ratings has upgraded the ratings on Nextel Communications
Inc.'s senior unsecured notes to 'BB+' from 'BB' and Nextel
Finance Company's senior secured bank facility to 'BBB-' from
'BB+' and Nextel's preferred stock rating to 'BB' from 'BB-'.  In
addition, Fitch has assigned a 'BBB-' rating on Nextel Finance
Company's new five-year $4 billion senior secured revolving credit
facility. The Rating Outlook is Positive.

The rating action reflects Nextel's continued progress in
improving its credit profile by optimizing its capital structure
through the company's proposed $4 billion revolving credit
facility, the $770 million reduction in debt since the end of
2003, and future expectations for balance sheet improvement to
further reduce financial risk.  Moreover, Nextel's strong
operational performance through its differentiated push-to-talk
service, leading to high average revenue per user, low churn, and
solid net additions, underpins management expectations for healthy
free cash flow prospects in 2004 in excess of $1.7 billion.


NEXTEL COMMS: Sprint Shareholders Approve Proposed Merger
---------------------------------------------------------
Sprint (NYSE: FON) shareholders overwhelmingly approved all of the
proposals related to the merger of Sprint and Nextel
Communications, Inc. (Nasdaq: NXTL).

"The Sprint and Nextel merger is a bold move that will allow the
newly merged company to play a winning hand," Sprint Chairman and
CEO Gary Forsee told Sprint shareholders following the close of
the votes.  "Together, we will be a well-positioned communications
company, with unmatched wireless capabilities and a global IP
network.  And, the proposed spin-off of our local
telecommunications business will create the largest, non-RBOC
local company, serving 7.6 million access lines in 18 states."

The proposed merger-of-equals between Sprint and Nextel, which was
announced on Dec. 15, 2004, is expected to close in the third
quarter of 2005 pending regulatory approvals, and the anticipated
spin-off of Sprint's local telecommunications business is expected
to occur in 2006.  After the completion of the merger, the
combined company stock will trade on the New York Stock Exchange
under the ticker symbol "S".

"When you consider the substantial synergies that can be achieved,
along with the strong brand and market position that we will
enjoy, we believe Sprint Nextel will provide shareholders an even
more compelling investment opportunity," Mr. Forsee said.

These four proposals related to the merger were approved by Sprint
shareholders based upon the preliminary voting results:

    * the amendment to Sprint's articles of incorporation to
      increase the authorized shares of series 1 common stock was
      approved by 97 percent of the votes cast, 74 percent of
      outstanding common stocks, and 74 percent of total voting
      power;
      
    * the amendment of Sprint's articles of incorporation to
      create a class of non-voting common stock and create the
      ninth series preferred stock was approved by 96 percent of
      the votes cast and 73 percent of total voting power;

    * the adoption of the Sprint Nextel amended and restated
      articles of incorporation was approved by 98 percent of the
      votes cast and 74 percent of total voting power; and

    * the issuance of Sprint Nextel series 1 common stock, non-
      voting common stock and ninth series preferred stock in the
      merger was approved by 97 percent of the votes cast and 74
      percent of total voting power.

The shareholder proposal concerning senior executive retirement
benefits, which the company opposed, failed to pass as it was
approved by only 39 percent of the votes cast and 30 percent of
shares outstanding based upon the preliminary voting results.

Sprint also announced that shareholders voted to elect Board of
Director nominees Gordon M. Bethune, Dr. E. Linn Draper, Jr.,
James H. Hance, Jr., Deborah A. Henretta, Irvine O. Hockaday, Jr.,
Linda Koch Lorimer, Gerald L. Storch and William H. Swanson, with
each nominee receiving more than 85 percent of the votes cast,
based upon the preliminary voting results.

Shareholders also ratified the appointment of KPMG LLP, as
Sprint's independent registered public accounting firm with 98
percent of the votes cast in favor of the ratification.

All of the vote tallies are considered preliminary until certified
by the independent inspector of elections.

                          About Sprint

Sprint offers an extensive range of innovative communication
products and solutions, including global IP, wireless, local and
multiproduct bundles. A Fortune 100 company with more than $27
billion in annual revenues in 2004, Sprint is widely recognized
for developing, engineering and deploying state- of-the-art
network technologies, including the United States' first
nationwide all-digital, fiber-optic network; an award-winning Tier
1 Internet backbone; and one of the largest 100-percent digital,
nationwide wireless networks in the United States. For more
information, visit http://www.sprint.com/mr.

                          About Nextel

Nextel Communications, a FORTUNE 200 company based in Reston, Va.,
is a leading provider of fully integrated wireless communications
services and has built the largest guaranteed all-digital wireless
network in the country covering thousands of communities across
the United States. Today 95 percent of FORTUNE 500r companies are
Nextel customers. Nextel and Nextel Partners, Inc. currently serve
297 of the top 300 U.S. markets where approximately 263 million
people live or work.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2004,
Moody's Investors Service placed the ratings of Nextel
Communications, Inc., and Nextel Finance Company on review for
possible upgrade.  Moody's also changed the rating outlook for
Sprint Corporation and its subsidiaries to developing from
positive.  This rating action is based on the announcement that
the two companies have entered into a definitive agreement to
combine in a stock-for-stock merger of equals.

The ratings on review for possible upgrade are:

   * Nextel Communications, Inc.

     -- Ba2 Senior implied rating
     -- Ba3 Issuer rating
     -- Ba3 Senior Unsecured Debt
     -- B2 Preferred Stock

   * Nextel Finance Company

     -- Ba1 Senior Secured Credit Facilities

The ratings whose outlook is developing are:

   * Sprint Corporation

     -- senior unsecured long term at Baa3

   * Sprint Capital Corporation

     -- senior unsecured long-term at Baa3

   * United Telephone Co. of Florida

     -- first mortgage bonds at A3

   * United Telephone Co. of Ohio

     -- first mortgage bonds at A3

   * United Telephone Co. of Pennsylvania

     -- first mortgage bonds at A3

   * Carolina Telephone & Telegraph Company

     -- senior unsecured long-term at Baa1

   * Centel Capital Corporation

     -- senior unsecured long-term at Baa2

   * Central Telephone Co.

     -- senior secured long-term at A3

As reported in the Troubled Company Reporter on Oct. 29, 2004,
Standard & Poor's Ratings Services placed its ratings on Reston,
Virginia-based wireless service provider Nextel Communications
Inc., including the 'BB+' corporate credit rating, on CreditWatch
with positive implications.  Total operating lease-adjusted debt
was around $10.4 billion at Sept. 30, 2004.

As reported in the Troubled Company Reporter on June 28, 2004,
Fitch Ratings has upgraded the ratings on Nextel Communications
Inc.'s senior unsecured notes to 'BB+' from 'BB' and Nextel
Finance Company's senior secured bank facility to 'BBB-' from
'BB+' and Nextel's preferred stock rating to 'BB' from 'BB-'.  In
addition, Fitch has assigned a 'BBB-' rating on Nextel Finance
Company's new five-year $4 billion senior secured revolving credit
facility. The Rating Outlook is Positive.

The rating action reflects Nextel's continued progress in
improving its credit profile by optimizing its capital structure
through the company's proposed $4 billion revolving credit
facility, the $770 million reduction in debt since the end of
2003, and future expectations for balance sheet improvement to
further reduce financial risk.  Moreover, Nextel's strong
operational performance through its differentiated push-to-talk
service, leading to high average revenue per user, low churn, and
solid net additions, underpins management expectations for healthy
free cash flow prospects in 2004 in excess of $1.7 billion.


NORTH AMERICAN: Concludes $5 Million Refinancing with OPUS 5949
---------------------------------------------------------------
North American Technologies Group, Inc. (OTC Pink Sheets: NATK)
finalized a re-financing of its Construction Loan with OPUS 5949
LLC and a new $5,000,000 financing with some of the Company's
major shareholders.

"We are extremely pleased with the confidence that OPUS and the
shareholders have placed in the Company and its personnel," Joe
Dorman, the Company's CFO said.  After entering into a Forbearance
Agreement with OPUS on May 9, 2005, the Company was required to
seek additional financing.

The Company believes that the terms of the new financing
arrangements are extremely beneficial to the Company.  The
financing should provide adequate capital to the Company to enable
it to achieve and maintain production of railroad ties at or
beyond the designed capacity of its existing manufacturing lines.  
Under the terms of the new financing arrangement with the
shareholders, the Company issued $5,000,000 in 7% Convertible
Debentures with principal due at the end of one year.  $2 million
of the $5 million in gross proceeds of sale of the Debentures was
immediately paid to the Company.  The remaining $3 million is
being held in a custodial account from which the Company may draw
funds to meet the Company's future cash needs.  At the end of one
year the funds remaining in the custodial account may be repaid to
the purchasers of the Debentures to meet the Company's obligations
to them.  Interest on the Debentures is payable at a simple rate
of 7% per annum in shares of the Company's common stock.  The
Company also issued three-year warrants to purchase an aggregate
of 5,554,438 shares of its common stock at $0.24 per share in
connection with the sale of the Debentures.

Mr. Dorman said the refinancing of the OPUS Construction Loan is
very beneficial to the Company.  The interest rate was reduced to
7% from prime plus 7%, and the accumulated interest of
$1,022115.68 was paid by the issuance of 4,541,822 shares of
common stock.  Additionally, the Company can, for the next year,
make quarterly interest payments on the OPUS Construction Loan in
kind by issuing shares of common stock.

Mr. Dorman indicated that absence of a required cash payment of
principal or interest on the OPUS Construction Loan or the
Debentures for a year will permit the Company to utilize available
cash flow to develop the Company's tie manufacturing business.

Full-text copies of the Company's financing arrangements with OPUS
and the shareholders are available at no charge at:

               http://ResearchArchives.com/t/s?6e

The Company will use the proceeds of the Debentures for general
working capital, to make improvements to its production lines in
Marshall, Texas, to purchase additional raw material handling
equipment which is needed for anticipated future production and to
redeem its outstanding shares of Class AA Convertible Preferred
Stock.

Mr. Dorman indicated that he believes that many of the "start-up"
problems in the Marshall facility, that previously resulted in
significant operating losses, are being solved and that the
Company anticipates that future tie production will increase
significantly.  Mr. Dorman indicated that the Company anticipates
the increased production will now allow the Company to quickly
reach the sales level of 75,000 ties to Union Pacific Railroad
during 2005, at which time the Company may sell its ties to Union
Pacific at a 17% increase over its present price.  The increased
tie production, together with substantial decreases in the price
of recycled plastic that has recently been occurring, could result
in the Company experiencing positive cash flow within the next
fiscal year.

                     Forbearance Agreement

North American and its subsidiaries TieTek LLC, and TieTek
Technologies, Inc., are parties to a Construction Loan Agreement,
dated Feb. 4, 2004 (as amended) with Opus under which $15 million
in principal and interest was outstanding as of July 7, 2005.

TieTek previously failed to make the $757,944 payment of principal
and interest due April 1, 2005 on the Construction Loan.  On
May 9, 2005, the Company, TieTek and TTI became borrowers under a
Forbearance Agreement with Opus pursuant to which Opus agreed to
defer receipt of the principal payments due under the Construction
Loan until Jan. 1, 2006, and to forebear in the enforcement of its
rights until Dec. 31, 2005.  Upon the execution of the Forbearance
Agreement, TieTek executed a promissory note to Opus in the amount
of $407,944, representing the interest payment originally due
under the Construction Loan on April 1, 2005.

Under the Forbearance Agreement, the Borrowers were obligated to:

   -- select special counsel and an investment banker to determine
      the feasibility of refinancing the Construction Loan, and/or
      obtaining a bridge loan, a working capital loan or a
      permanent loan;

   -- solicit from certain of the Company's large shareholders
      financing for the Borrower's cash needs during the period
      necessary for TieTek to achieve stabilization of its
      manufacturing processes;

   -- obtain a commitment for such additional financing on or
      before July 30, 2005;

   -- engage one or more consultants to assist the Borrower in
      improving its operations and stabilizing the manufacturing
      processes; and

   -- provide to Opus certain financial information on an
      accelerated basis.

The Company believes that the amendments that it has negotiated to
the Construction Loan and the new financing that it has received
from its existing stockholder group taken together are highly
beneficial to the Company and should provide adequate capital to
the Company to continue its operations and stabilize its
manufacturing processes throughout the next twelve months.

North American Technologies Group, Inc., through its TieTek
subsidiary, has patented technology which utilizes recycled
plastics, tires and other raw materials to produce railroad ties
that are an alternative to wood ties.

                     Going Concern Doubt

Ham Langston & Brezina, LLP, the Company's certified public
accountants, has included a going concern qualification to their
opinion regarding the Company's financial statements for the year
ended December 31, 2004.  In recent years, the Company has
incurred losses from operations and has an accumulated deficit of
$73,558,395 as of December 31, 2004.  The Company has negative
cash flows from operations of $10,338,309 and $2,133,663 for the
years ended December 31, 2004 and 2003 respectively.  In addition,
debt service and working capital requirements for the upcoming
year reach beyond current cash balances.

The Company's management said it plans to attempt to restructure
its existing debt in the near future and to raise additional
amounts of capital and add production lines to its Marshall, Texas
facility.


OCWEN FINANCIAL: De-Banking Prompts Moody's to Lower Ratings
------------------------------------------------------------
Moody's Investors Service downgraded its prospective ratings on
Ocwen Financial Corporation's shelf filing, including the rating
on senior unsecured debt to (P)B2 from (P)B1.  Moody's also
downgraded Ocwen Capital Trust I preferred stock to Caa1 from B3.
In Moody's opinion, Ocwen's credit standing has weakened as a
result of its changed business model and de-banking strategy.  
This concludes the review initiated in February 2004.  The outlook
for all ratings is now stable.

Moody's believes that Ocwen has a number of credit strengths.
After the de-banking transaction, the company is in a solid
capital position, and should post coverage ratios that are
suitable for its senior (P)B2 rating.  Ocwen has also made strides
to simplify its business as a fee-based mortgage servicer, and
disposed of the non-core assets that were a continuous drag on
earnings.  Ocwen has an established market position in the
specialty servicer business, and post-debanking, there is
substantial growth potential for the company as many of the
constraints to growth were removed, Moody's said.

These credit positives are mitigated by a number of weaknesses.
Although an impediment to growth, the de-banking removed an
important, stable source of funding and Moody's took comfort in
the regulatory constraints over the size of the firm's investment
in volatile mortgage servicing rights.  Moody's believes that
Ocwen's purchases of servicing rights will need to be very
carefully managed.  A key to success is the ability to purchase
servicing rights at a reasonable cost.  However, servicing rights
are inherently volatile, being subject interest rate movements -
creating substantial risk to the company and creditors.  Ocwen,
unlike many other mortgage servicers, does not have the "natural
hedge" of an originations capability to protect it against
interest rate (and therefore servicing rights) fluctuations.

As a servicing company, Ocwen is also exposed to substantial
operational risks. Moody's will carefully monitor the turnover
levels at Ocwen's off-shore facilities.  Rising turnover levels
are a substantial concern given the large transfer of operations
offshore, and that facility's important role as a call center for
the servicing business.  Additionally, the uncertain liability
surrounding the firm's various outstanding legal issues is a
concern.  This presents an event risk for the credit.

What could change the rating up: Given the business model and the
concerns cited above, we believe there will be limited upward
pressure on the rating.  The addition of less volatile earnings
sources that are meaningful to the company's debt servicing
capability would be viewed positively.

What could change the rating down: A material legal judgment
against the firm, earnings volatility or margin compression beyond
expectations, or a view that operational risks are increasing
could lead to negative pressure on the rating.

The following ratings were downgraded:

     Ocwen Financial Corporation:

        * Senior Unsecured Shelf: To (P)B2 from (P)B1
        * Junior Subordinated Shelf: To (P)Caa1 from (P)B2
        * Preferred Shelf: To (P)Caa2 from (P)Caa1

     Ocwen Capital Trust I:

        * Backed Preferred Stock: To Caa1 from B3

     Ocwen Capital Trust II:

        * Backed Preferred Stock: To (P)Caa1 from (P)B3

Ocwen Financial Corporation is a financial services company with
headquarters in West Palm Beach, Florida.


ORBITAL SCIENCES: Good Liquidity Prompts S&P's Positive Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on Orbital Sciences Corp.  The
outlook is revised to positive from stable.  The Dulles, Virginia-
based launch vehicle and satellite manufacturer has approximately
$125 million in rated debt.

"The outlook revision reflects an improving financial profile,
moderate debt leverage, and good liquidity," said Standard &
Poor's credit analyst Christopher DeNicolo.  The outcome of
ongoing government investigation could have a negative effect on
the credit quality of the company, but cannot be determined until
the investigation is complete.

The ratings reflect:

    * Orbital's modest size,

    * limited program diversity,

    * the risky nature of the launch business,

    * the possibility of debt-financed acquisitions,

    * a weak commercial space market, and

    * some uncertainty regarding future funding for missile
      defense programs.

These factors are offset somewhat by:

    * leading positions in market niches,
    * modest debt leverage, and
    * currently high levels of defense spending.

Orbital is a leading provider of small launch vehicles and small
geostationary communications satellites, as well as boost vehicles
and targets for missile defense programs.

Orbital's launch vehicle segment (48% of first-quarter 2005
revenues) has been bolstered by a contract to develop boosters for
the Ground-based Midcourse Defense and Kinetic Energy Interceptor
programs.  Sales from these two programs contributed more than
half of this segment's revenues.  Orbital has begun delivering
operational boosters for GMD, but KEI is still early in its
development.  Although funding for missile defense programs
continues to be robust, with around $8 billion proposed for fiscal
2006, spending on KEI is likely to be reduced.

Orbital's Pegasus and Taurus small launch vehicles have been
affected by weakness in the overall launch services market.  The
satellite and related systems segment (49%) has benefited from
higher sales in the science, technology, and military low earth
orbit satellite product lines, offset somewhat by weak demand for
GEO communications satellites.  Consolidated firm backlog was a
healthy $1 billion at March 31, 2005, more than 1.4x forecast 2005
revenues.

On May 26, 2005, U.S. government agents executed search warrants
at two of Orbital's facilities.  The focus of the investigation is
believed to be contracting procedures related to certain launch
vehicle programs.  Orbital is cooperating with the investigation.
Standard & Poor's will monitor the situation and determine the
impact on the company's credit quality as more information becomes
available.

Continued improvement in profitability and cash generation as a
result of the missile defense contract and demand for military and
scientific satellites could lead to an upgrade in the near to
intermediate term.  The outlook could be revised to stable if
leverage increases to fund a major acquisition, profitability
deteriorates materially in the satellite or transportation
management units, or missile defense spending is significantly
reduced.  The impact on the outlook or rating from the government
investigation cannot be determined at this time.


PACIFICARE HEALTH: Fitch Puts $1.1 Billion Debt on Watch Positive
-----------------------------------------------------------------
Fitch Ratings has placed PacifiCare Health Systems Inc.'s debt
ratings on Rating Watch Positive, affecting approximately $1.1
billion of debt outstanding.  The Rating Watch Positive placement
follows PacifiCare's announcement that it will be acquired by
UnitedHealth Group, Inc. in a transaction valued at approximately
$9 billion.  UNH (senior debt rated 'A'; Outlook Stable by Fitch)
is a leading health care services company with total medical
membership of 23.1 million.

The rating action reflects Fitch's view that the proposed
acquisition by UNH will significantly improve PacifiCare's
financial position and operating profile.  PacifiCare's current
ratings have been based, in part, on the company's comparatively
weaker balance sheet fundamentals and limited business profile.  
Fitch expects that PacifiCare's ratings will be upgraded upon
close of the transaction, which is expected to occur in the first
quarter of 2006.  Following the close of the transaction, Fitch
expects UNH to retire all of PacifiCare's outstanding debt.

The proposed acquisition of PacifiCare significantly strengthens
UNH's competitive position in California managed care market and
the Medicare business seeing as approximately 1.8 million, or 57%
of Pacificare's 3.2 million members are located in California, a
state where UnitedHealth has historically lacked a competitive
market share.

Pacificare's provider network within the state of California will
be of significant value to UnitedHealth, which currently gains use
of a provider network through a network access agreement with Care
Trust in California.  In addition, UnitedHealth will be acquiring
the second largest player in the Medicare Advantage program.  
Pacificare will add 716,000 Medicare Advantage members to
UnitedHealth's existing 345,000 of Medicare Advantage membership,
and will give an additional boost to UnitedHealth's plans to
participate in the Medicare drug benefit beginning in 2006.

The following ratings are placed on Rating Watch Positive by
Fitch:

   PacifiCare Health Systems, Inc.:

      -- Long-term 'BB+';
      -- 10.75% senior unsecured notes due 2009 'BB+';
      -- Bank loan 'BB+';
      -- 3% convertible subordinated debentures 'BB'.

NOTE: This is a corrected version of the  original press release
dated July 7, 2005.  The release inaccurately cited UnitedHealth's
network access agreement with Blue Shield of California.  The
agreement is with Care Trust in California.


PINE KNOLL: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Pine Knoll Corporation
        dba Whispering Pines Cottages
        35 Dieskau Street
        Lake George, New York 12845

Bankruptcy Case No.: 05-14879

Type of Business: The Debtor rents 12 cottages.  The Debtor also
                  has docking and boat rental facilities.
                  See http://www.whisperingpinescottages.com/

Chapter 11 Petition Date: July 14, 2005

Court: Northern District of New York (Albany)

Debtor's Counsel: Michael J. Toomey, Esq.
                  Toomey & Gallagher, LLC
                  One South Western Plaza
                  P.O. Box 2144
                  Glens Falls, New York 12801
                  Tel: (518) 743-9000

Total Assets: $1,213,561

Total Debts:    $140,400

Debtor's 3 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
   New York State Department of Taxation           $1,200
   A. Harriman Campus
   Albany, NY 12227

   Warren County Treasurer                        $28,200
   Warren County Municipal Center
   Lake George, NY 12845

   Niagra Mohawk                                   $9,000
   300 Erie Boulevard West
   Syracuse, NY 13252


PUBLIC SERVICE: Fitch Lifts Preferred Debt Rating 2 Notches to BB+  
------------------------------------------------------------------
Fitch Ratings upgraded these ratings of Public Service Company of
New Mexico:

     -- Senior unsecured debt to 'BBB' from 'BBB-';
     -- Preferred debt to 'BB+' from 'BB-'.

Fitch also assigns these ratings:

     -- PNM's 'F2' short-term debt;
     -- Implied senior unsecured debt 'BBB-' to PNM Resources;
     -- PNMR's 'F3' short-term credit rating.

The senior unsecured debt ratings of PNMR's recently acquired
subsidiary, Texas New Mexico Power Company, have been upgraded to
'BBB' from 'BB'.  Fitch has also raised and withdrawn the ratings
of TNP Enterprises to reflect the recent redemption of all TNP
debt. The TNP rating action is summarized below.  The Rating
Outlook for all PNMR, PNM and TNMP debt securities is Stable.

TNP Enterprises is upgraded by Fitch:

     -- Senior secured bank facility to 'BBB' from 'B+' and
        withdrawn;

     -- Senior notes to 'BBB-' from 'B' and withdrawn;
   
     -- Preferred stock to 'BB' from 'CCC' and withdrawn.

PNMR's ratings reflect the relatively predictable cash flows from
its utility operating companies, PNM and TNMP, which account for
the vast majority of consolidated earnings and cash flows.  The
ratings also consider the net positive impact of the $1.024
billion TNP acquisition, which closed June 6, 2005, and manageable
post-acquisition parent company debt levels.

The TNP acquisition was funded primarily with equity and equity-
linked securities, the proceeds of which were used to acquire
TNP's equity and redeem its high coupon debt.  At the merger
close, PNMR redeemed TNP's $111 million secured credit facility
and, on July 6, 2005, redeemed $188 million of TNP's 14 .5% senior
redeemable preferred stock and $275 million of 10.25% senior
subordinated notes due 2010.  The TNP acquisition provides
potential operating synergies and a balanced platform for
expansion consistent with PNMR's regional strategy.

While volatility of returns and emerging retail electric provider
operations at First Choice Power are concerns, the business model
should benefit in the longer term from the improved
creditworthiness and risk management capabilities of its new
corporate parent.

Fitch estimates that PNMR's unregulated operations, composed of
PNM's regional, wholesale power, and newly acquired Texas REP
operations, accounted for 25% of PNMR's 2004 consolidated pro
forma EBITDA and 13% of total assets.  PNMR's growth aspirations
for its newly acquired unregulated Texas power supply company,
FCP, and its strategy to expand its presence through opportunistic
M&A and asset acquisition in the Desert Southwest are sources of
concern for fixed income investors.  The absence of fuel and
purchase power cost adjustment mechanisms for both PNM and TNMP in
New Mexico is also a key credit concern.  PNM has operated without
a fuel adjustment clause since 1994, and TNMP's fuel pass-through
will be suspended at the end of 2005 under the terms of its New
Mexico merger agreement.  Challenging regulatory environments in
Texas and New Mexico are significant risk factors for PNMR, PNM,
and TNMP fixed-income investors.

The increased PNM credit ratings better reflect the utility's
relatively predictable cash flows, improved credit metrics,
manageable service territory growth characteristics, and
competitive rates.  The ratings also consider repeal of
restructuring legislation in New Mexico and the terms of the
utility's global rate settlement.  PNM's New Mexico rate plan
provides lower rates for customers and rate certainty through
2007.  The rate plan also permits central dispatch of retail
jurisdictional and unregulated generating assets, with PNM
retaining all profits above a specified threshold and recovery of
coal reclamation and other costs.  PNM is required to file a
general rate case to establish post-2007 tariffs, under the terms
of the rate plan.

The TNMP credit upgrade reflects the utility's status as a
subsidiary of a much stronger corporate parent following the
acquisition of TNP by PNMR, diminished contagion risk with FCP,
and the utility's solid interest coverage ratios.  TNMP's ratings
also consider the low risk and relatively predictable earnings and
cash flow characteristics of its transmission and distribution
operations and generally reasonable merger settlement agreements
in Texas and New Mexico.

PNMR is a registered utility holdings company.  On June 6, 2005,
PNMR closed on the acquisition of TNP, which is now an
intermediate holding company subsidiary of PNMR.  Prior to the
merger close, substantially all of PNMR's operating income and
cash flows were contributed by its New Mexico-based core electric
and gas utility operating subsidiary, PNM. TNP's primary operating
subsidiaries are TNMP a relatively low-risk operating utility
company in Texas and New Mexico and FCP, its REP in Texas.


RISK MANAGEMENT: Wants to Hire McDonald Hopkins as Bankr. Counsel
-----------------------------------------------------------------          
Risk Management Alternatives, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Northern District of Ohio for
permission to employ McDonald, Hopkins, Burke & Haber Co., LPA as
their general bankruptcy counsel.

McDonald Hopkins is expected to:

   a) advise the Debtors of their duties and obligations as
      debtors-in-possession under chapter 11 and appear before the
      Bankruptcy Court on all matters in the Debtors' chapter 11
      cases;

   b) execute the Debtors' decisions by filing with the Court
      motions, objections and other relevant documents;

   c) assist and advise the Debtors in the administration of their
      chapter 11 cases and take all other actions necessary to
      protect the rights of the Debtors' estates; and

   d) perform all other legal services for the Debtors that are
      necessary in their chapter 11 cases.

Shawn M. Riley, Esq., a shareholder at McDonald Hopkins, is the
lead attorney for the Debtors.  Mr. Riley discloses that his Firm
received a $355,357.30 retainer.  

Mr. Riley reports McDonald Hopkins' professionals current billing
rates:

      Designation          Hourly Rate
      -----------          -----------
      Shareholders         $240 - $440
      Associates           $140 - $250
      Legal Assistants      $90 - $175
      Law Clerks               $85

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

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


RISK MANAGEMENT: Taps Alvarez & Marsal as Restructuring Advisors
----------------------------------------------------------------          
Risk Management Alternatives, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Northern District of Ohio for
permission to employ Alvarez & Marsal, LLC, as their restructuring
advisors.  

Alvarez & Marsal will:

   a) assist the Debtors in analyzing and evaluating their current
      business plan and preparing business, and operating and
      restructuring plans;

   b) assist the Debtors in financing issues, including
      negotiation with the Debtors' lenders to amend their credit
      agreements, assist in preparing reports and other liaison
      with creditors, customers and other stakeholders;

   c) assist the Debtors' current cost containment initiatives,
      the identification of additional cost reductions,
      operational improvement opportunities and other cash
      generation alternatives;

   d) assist the Debtors in financing issues, including
      negotiating with their lenders to amend their credit
      agreements, assist in preparing reports and other liaison
      with their creditors, customers and stakeholders;

   e) evaluate the Debtors' current liquidity position, assist in
      developing short-term cash flow forecast and implement
      working capital improvement initiatives;

   f) assist the investment banker retained by the Debtors to
      execute a sale transaction, including providing financial
      information to potential acquirers and facilitating due
      diligence process;

   g) assist the Debtors in preparing financial related
      disclosures required by the Court, in identifying and
      implementing short-term cash management procedures, in
      evaluating and implementing asset sales and other
      restructuring and refinancing strategies and alternatives,
      in identifying executory contracts and leases and performing
      cost benefit evaluations with respect to the assumption or
      rejection of those leases;

   h) assist in evaluating the present level of operations and
      identification of areas of potential cost savings, including
      overhead and operating expense reductions and efficiency
      improvements, and in preparing financial information for
      distribution to creditors and other parties-in-interest;

   i) assist the Debtors and their counsel in preparing any
      chapter 11 plans and disclosure statements and in evaluating
      and analyzing avoidance actions, including fraudulent
      conveyances and preferential transfers; and

   j) provide expert witness testimony with respect to financial
      and restructuring matters, and provide litigation services
      with respect to accounting and tax matters.

Lawrence R. Hirsh, a Managing Director at Alvarez & Marsal,
discloses that his Firm received a $400,000 retainer.  

Mr. Hirsh discloses that Alvarez & Marsal will be paid with a
$300,000 Incentive Fee payable upon the earlier of:

   a) the consummation of a plan of reorganization; and

   b) the sale, transfer or other disposition of all or a
      substantial portion of the assets or equity of the Debtors.

Mr. Hirsh reports Alvarez & Marsal's professionals bill:

    Designation              Hourly Rate
    -----------              -----------
    Managing Directors       $470 - $625
    Directors                $375 - $475
    Associates               $275 - $375
    Analysts                 $150 - $300

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

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


ROBERT MONTGOMERY: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Robert R. Montgomery
        4400 West University Boulevard, #2202
        Dallas, Texas 75209

Bankruptcy Case No.: 05-37892

Type of Business: The Debtor owns and operates Stately Designs,
                  Inc., which designs, manufactures and
                  distributes home accessory products.

Chapter 11 Petition Date: July 14, 2005

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joseph A. Friedman, Esq.
                  Kane, Russell, Coleman & Logan PC
                  1601 Elm Street, Suite 3700
                  Dallas, Texas 75201-7207
                  Tel: (214) 777-4200

Total Assets:   $282,280

Total Debts:  $2,192,271

Debtor's 15 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
JP Morgan Chase Bank                       $356,406
2200 Ross Avenue
Dallas, TX 75201

Internal Revenue Service                   $165,352
P.O. Box 21126
Philadelphia, PA 19114

Citi Cards                                  $37,214
111 Sylvian Avenue
Englewood Cliffs, NJ 07632

MBNA America                                $27,372

American Express                            $22,544

American Express                            $22,543

JP Morgan Chase-VISA                        $13,500

Neiman Marcus                                $9,415

Barg & Henson                                $5,825

JP Morgan Chase Bank                         $5,247

OSI Collection Services, Inc.                $3,857

MCI                                          $1,294

Jaguar Credit Corporation                      $858

AFNI, Inc.                                     $814

Trinity Dermatology                             $11


SAINT VINCENTS: Hires Bankruptcy Services as Claims Agent
---------------------------------------------------------
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 Bankruptcy Services
LLC as their official claims, noticing and balloting agent.

The Debtors tell the Court that they need to employ an official
claims agent due to the large number of notice parties in their
chapter 11 case.  More than 51,000 entities or persons must be
given notice for various purposes in this bankruptcy case.

Specifically, BSI will:

    (a) docket all claims received, maintain the official claims
        for the Debtors on behalf of the Clerk of Court, and
        provide the clerk with a certified duplicate unofficial
        Claims Register;

    (b) specify, in the Claims Register, relevant information for
        each docketed claim:

         -- the claim number assigned,
         -- the date received,
         -- the name and address of the claimant and agent,
         -- the creditor number,
         -- the scheduled amount,
         -- the amount and classification of the claim, and
         -- any relevant comments affecting the disposition of
            claims;

    (c) provide case information and transmit notices to
        appropriate parties as required by the Bankruptcy Code and
        the Bankruptcy Rules;

    (d) record all transfers of claims and provide any notices of
        the transfer required by Bankruptcy Rule 3001;

    (e) make changes in the Claims Register pursuant to Court
        order;

    (f) provide access to the public for examination of copies of
        the proofs of claim without charge during regular business
        hours;

    (g) on completion of the docketing process for all claims
        received to date by the clerk's office, turn over to the
        Clerk copies of the Claims Register for review;

    (h) maintain the official mailing list for the Debtors of all
        entities that have filed a proof of claim, which list
        will be available on request by the clerk or on request
        and payment of an appropriate copying charge by a party in
        interest;

    (i) assist in the preparation of the Debtors' Schedules;

    (j) perform all balloting services, including distributing
        ballots and accompanying documents, and serving as
        balloting agent to receive and tabulate voting results, or
        other services as required by the Debtors;

    (k) box all original documents in the proper format, as
        provided by the clerk's office, and make arrangements for
        its long-term storage as instructed by the clerk's office,
        at the closing of the Debtors' cases;

    (l) submit an Order dismissing BSI on completion of its duties
        and responsibilities 30 days prior to, and upon, the
        closing of the Debtors' cases; and

    (m) promptly comply with further services as the Debtors or
        the clerk's office will request, at BSI's normal rates.

Timothy Weis, chief financial officer of Saint Vincent Catholic
Medical Centers, relates that BSI will be paid based on the
customary hourly rates of its professionals:

            Professional                       Hourly Rate
            ------------                       -----------
            Senior Managers                    $225
            On-Site Consultants                $225
            Other Senior Consultants           $185
            Programmer                         $130 - $160
            Associate                          $135
            Data Entry/Clerical                 $40 - $60
            Schedule Preparation               $225

The Debtors will pay BSI for all materials necessary for its
performance under the engagement, other than computer hardware
and software, and any reasonable out-of-pocket expenses,
including, without limitation, transportation, long distance
communications, printing, postage and related items.

Mr. Weis discloses that the Debtors provided a $50,000 retainer
to BSI to cover for prepetition services.  BSI has requested a
$15,000 retainer for its postpetition services.

Section 156(c) of the Judicial Procedures Code expressly provides
that the Court may utilize facilities or services, which pertain
to the provision of notices, dockets, calendars, and other
administrative information to parties in Chapter 11 cases.

Mr. Weiss asserts that BSI's employment will:

    (a) relieve the clerk's office of a significant administrative
        burden;

    (b) avoid delay in processing proofs of claim and interests;

    (c) reduce legal fees that would be otherwise incurred in
        connection with the retrieval of proof of claim copies
        from the clerk's office and responding to numerous
        claim-related inquiries; and

    (d) reduce costs of notice to parties and provide efficient
        medium to communicate case information.

The Debtors' management and professionals will coordinate
responsibilities with BSI to ensure that no unnecessary
duplication of services occurs.

Kathy Gerber, senior vice president at BSI, tells the Court that
BSI and its employees do not have any connection with the
Debtors, their creditors or any other party-in-interest, except
that Jay D. Chazanoff, a director at SVCMC, is a part-time
consultant to Epiq Systems, Inc., BSI's parent company.  Mr.
Chazanoff has not worked for BSI since January 31, 2003.

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: Wants Dechert LLP as Special Conflicts 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 Dechert LLP as their
special conflicts counsel.

According to Timothy Weis, Saint Vincents' Chief Financial
Officer, issues may arise that may cause McDermott Will & Emery
LLP -- the Debtors' general corporate counsel -- to be adverse to
the Debtors.  Therefore, the Debtors seek the Court's authority
under Section 327(e) of the Bankruptcy Code to employ Dechert LLP
as their special conflicts counsel in their Chapter 11 cases in
connection with certain matters in which McDermott cannot or does
not act.

To the extent that McDermott is unable, Dechert will:

    (a) take all necessary actions to protect and preserve the
        Debtors' estates, including:

        * the prosecution of actions on the Debtors' behalf;

        * the defense of any actions commenced against the
          Debtors;

        * the negotiation of disputes in which the Debtors are
          involved; and

        * the preparation of objections to claims filed against
          the Debtors' estates;

    (b) prepare on the Debtors' behalf all necessary motions,
        applications, and other papers in connection with the
        administration of the Debtors' estates; and

    (c) perform all other necessary legal services in connection
        with the prosecution of the Chapter 11 cases.

Mr. Weis informs the Court that McDermott has supplied Dechert
with a list of creditors and parties-in-interest that McDermott
has represented or currently represents.

Joel H. Levitin, Esq., a partner at Dechert LLP, tells Judge
Beatty that his firm does not hold or represent any interest
adverse to the Debtors' estates, their creditors, or any other
parties-in-interest under Section 327(e) of the Bankruptcy Code
with respect to 24 entities that McDermott has represented or
currently represents:

    -- Steadfast Insurance Company,
    -- XL Insurance Company,
    -- Zurich Insurance Company,
    -- Kemper Insurance Companies,
    -- Computer Sciences Corporation,
    -- Accountemps,
    -- NYU School of Medicine,
    -- Lumenis Ltd.,
    -- New York Health Care, Inc.,
    -- NYU Hospital Center,
    -- NYU Medical Center,
    -- Premier Health Care Services, Inc.,
    -- Bank of Tokyo Financial Corp.,
    -- Marine Midland Bank,
    -- The Reilly Mortgage Group,
    -- Ambac Assurance Corp.,
    -- Coastal Electric Services Company,
    -- Vornado Realty Trust,
    -- Advanced Technology Laboratories,
    -- AGFA Corp.,
    -- Bayer Corp.,
    -- Commerce Bank,
    -- Dade Behring, Inc., and
    -- U.S. Bank Trust, National Association

Mr. Levitin relates that Dechert's proposed retention would be
for the limited purpose of representing the Debtors, to the
extent that McDermott does not or cannot do so, in the resolution
of:

    (1) matters involving the Cleared Parties;

    (2) matters involving the other McDermott-represented parties,
        in the event Dechert is able to clear conflicts with
        respect to those parties; and

    (3) any other matters the Debtors request of Dechert that do
        not create any interest adverse to the Debtors or their
        estates.

The Debtors have been informed that McDermott and Dechert will
coordinate their activities to avoid duplication of effort.

Mr. Weis asserts that Dechert is particularly well suited to
serve as special conflicts counsel in the Debtors' cases.
Dechert is a full-service law firm with offices in New York,
Philadelphia, Washington, D.C., Boston, Princeton, Harrisburg,
Hartford, Newport Beach, London, Luxembourg, Brussels, and Paris,
among other offices.

Mr. Weis relates that the Debtors have employed Dechert in the
past to provide advice to, and to conduct investigations for, the
Debtors on certain discrete matters where the criminal justice
process was implicated.  None of those matters are currently
pending.

The Debtors have selected Dechert because of its knowledge of the
Debtors from prior representation and because of its considerable
experience in, among other areas, bankruptcy restructuring, tax,
real estate, employment, environmental, litigation, mergers and
acquisitions, and general corporate matters.

Dechert will charge the Debtors based on its hourly rates, which
currently are:

                Professional           Fee
                ------------           ---
                Lawyers            $235 - $750
                Non-lawyers        $100 - $195

Dechert will also seek reimbursement for necessary expenses
incurred.

The firm has received a $100,000 retainer from the Debtors.  The
Debtors do not owe Dechert any amount for prepetition services.

Excluding the postpetition retainer, Dechert received $40,925
from the Debtors for services rendered within one year before the
Petition Date.  No payments were made to Dechert within 90 days
before the Petition Date.

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: Wants to Make $2 Million Payment to Lien Claimants
------------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to pay certain prepetition
claims relating to construction and other lien claimants in
amounts, necessary or appropriate to:

    (a) obtain release of critical or valuable goods, materials or
        equipment that may be subject to liens, and

    (b) maintain a reliable, efficient and smooth construction,
        repair and maintenance system.

The Debtors tell the Court that they rely heavily on third party
contractors and vendors to construct, repair and maintain their
facilities at various locations.

Under some state laws, a constructor or repairer may have a lien
on the facilities, which it improves or repairs, which secures the
charges or expenses incurred in connection with the work
performed.  Pursuant to Section 363(e) of the Bankruptcy Code,
certain bailees may also be entitled to adequate protection of a
valid possessory lien.

The Debtors expect that certain Lien Claimants may have
outstanding invoices for work performed or goods that were
delivered prior to the Petition Date.  As a result, the Claimants
will likely argue that they are entitled to possessory liens for
services, transportation and storage, as applicable, related to
the goods in their possession and may refuse to perform services
or to deliver or release the goods before their claims have been
satisfied and their liens redeemed.

Stephen B. Selbst, Esq., at McDermott Will & Emery LLP, in
Chicago, Illinois, notes that the payments to be made to Lien
Claimants will not exceed $2 million.

Mr. Selbst asserts that the payment is minimal compared to the
importance and necessity of the uninterrupted receipt of services
and the losses the Debtors may suffer if their operations are
disrupted.  Moreover, the Debtors do not believe that there are
viable timely alternatives to the Lien Claimants that they have
used prior to the Petition Date.

The Debtors propose to pay and discharge the claims on a case-by-
case basis.  The Debtors will not pay a claim unless the Lien
Claimant has perfected or, in the Debtors' judgment, is capable
of perfecting or may be capable of perfecting in the future, one
or more liens in respect of the claim.  The payment will be
conditioned on the Lien Claimant's assurance to continue
providing services for the Debtors.

Because only the claimants that have perfected secured claims or
are capable of having perfected secured claims will be paid, the
payment will not affect the amount of the creditors'
distribution, but only the timing.

The Debtors request that banks and financial institutions be
authorized and directed to receive, process, honor and pay all
checks presented for payment for the prepetition obligations to
the Lien Claimants.  The Debtors have sufficient cash reserves to
pay for those obligations.

A list of the Lien Claimants is available at no charge at:

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

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)


SALTON INC: 62.3% of Senior Noteholders Agree to Tender Notes
-------------------------------------------------------------
Holders of Approximately 62.3% of Senior Subordinated Notes Due
2005 Agree to Tender Their Notes; Salton Makes Interest Payment
Due on 2005 Notes within Grace Period

Salton, Inc. (NYSE--SFP) entered into support agreements with
holders of an aggregate of approximately 62.3%, or $77.8 million,
of Salton's outstanding 10-3/4% senior subordinated notes in
connection with Salton's previously announced private debt
exchange offer.  The holders of approximately $50.9 million of
12-1/4% senior subordinated notes due 2008 have also entered into
support agreements.  Subject to the terms and conditions of the
support agreements, the parties thereto have agreed to tender
their notes to Salton in the exchange offer.  The exchange offer
is scheduled to expire on Aug. 2, 2005.

Salton has made the June interest payment, which was due on the
10-3/4% senior subordinated notes within the 30-day grace period
provided under the indenture governing the notes.

The support agreements are subject to various conditions,
including:

   -- holders of at least $75,000,000 of aggregate principal
      amount of the 10-3/4% senior subordinated notes due 2005
      participating in the exchange offer;

   -- the execution by the senior lenders of an amendment to
      Salton's senior secured credit facility to, among other
      things, permit the exchange offer; and

   -- the execution by the indenture trustee of the amendment to
      the indenture governing the 10-3/4% senior subordinated
      notes due 2005.

There can be no assurance that these conditions will be satisfied,
that the exchange offer will be consummated or, if consummated,
the exchange offer will reflect the foregoing terms.

None of the securities proposed to be issued in connection with
the exchange offer have been registered under the Securities Act
of 1933, as amended, or any state securities laws and unless so
registered may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws.

Salton, Inc., is a leading designer, marketer and distributor of
branded, high quality small appliances, electronics, home decor
and personal care products.  Its product mix includes a broad
range of small kitchen and home appliances, electronics for the
home, tabletop products, time products, lighting products, picture
frames and personal care and wellness products.  The company sells
its products under a portfolio of well recognized brand names such
as Salton(R), George Foreman(R), Westinghouse (TM),
Toastmaster(R), Mellitta(R), Russell Hobbs(R), Farberware(R),
Ingraham(R) and Stiffel(R).  It believes its strong market
position results from its well-known brand names, high quality and
innovative products, strong relationships with its customers base
and its focused outsourcing strategy.

                        *     *     *

As reported in the Troubled Company Reporter on June 17, 2005,   
Standard & Poor's Ratings Services lowered its corporate credit  
rating on Salton Inc. to 'D' from 'CCC'.  At the same time,  
Salton's subordinated debt rating was lowered to 'D' from 'CC'.  

These actions reflect the announcement by Lake Forest, Illinois-  
based Salton that it will not make its interest payment due  
June 15, 2005, on its senior subordinated notes that mature on  
Dec. 15, 2005.


SALTON INC: S&P Withdraws D Ratings After Interest Payment
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit and 'D' subordinated debt ratings on Salton Inc.

Salton announced that it has made the June interest payment on its
10.75% senior subordinated notes within the 30-day grace period
provided under the indenture governing the notes.

Salton also announced that it has entered into support agreements
with holders of its 10.75% senior subordinated notes due 2005 and
its 12.25% senior subordinated notes due 2008.  Subject to the
terms and conditions of the support agreements, the note holders
have agreed to tender their notes to Salton in an exchange offer
scheduled to expire on Aug. 2, 2005.


SCHULER HOMES: Moody's Puts Sr. Notes' Low-B Rating Under Review
----------------------------------------------------------------
Moody's Investors Service placed the ratings of D.R. Horton, Inc.
under review for possible upgrade, including the ratings of Ba1
and Ba2 on the company's existing senior notes and senior sub
notes, respectively.

The review will focus on Horton's commitment to maintaining
capital structure discipline in the face of numerous growth
opportunities, its larger-than-peer-group- average spec building
practices, and its growing earnings concentration within
California.

The ratings under review are listed as follows:

    * Ba1 Corporate Family Rating (formerly, senior implied
      rating)

    * Ba1 on $215 million of 7.5% senior notes, due 12/01/07

    * Ba1 on $200 million of 5% senior notes, due 1/15/09

    * Ba1 on $385 million of 8% senior notes, due 2/1/09

    * Ba1 on $235 million of 9.375% senior notes, due 7/15/09
      (issued by Schuler Homes and assumed by D.R. Horton in the
      merger of February 2002; these will be redeemed on July 15,
      2005)

    * Ba1 on $250 million of 4.875% senior notes, due 1/15/10

    * Ba1 on $200 million of 7.875% senior notes, due 8/15/11

    * Ba1 on $250 million of 8.5% senior notes due 4/15/12

    * Ba1 on $300 million of 5.375% senior notes due 6/15/2012

    * Ba1 on $200 million of 6.875% senior notes due 5/1/13

    * Ba1 on $100 million of 5.875% senior notes due 7/1/13

    * Ba1 on $200 million of 6.125% senior notes due 1/15/2014

    * Ba1 on $250 million of 5.625% senior notes due 9/15/ 2014

    * Ba1 on $300 million of 5.25% senior notes due 2/15/2015

    * Ba1 on $300 million of 5.625% senior notes due 1/15/2016

    * Ba2 on $150 million of 9.75% senior sub notes, due 9/15/10

    * Ba2 on $200 million of 9.375% senior sub notes, due 3/15/11

    * Ba2 on $145 million of 10.5% senior sub notes, due 7/15/11
      (issued by Schuler Homes and assumed by D.R. Horton in the  
      merger of February 2002)

    * SGL-2 Speculative Grade Liquidity rating

Headquartered in Ft. Worth, Texas, D.R. Horton, Inc. is engaged in
the construction and sale of homes designed principally for the
entry-level and first time move-up markets.  The company currently
builds and sells homes in 22 states and 68 markets, with a
geographic presence in the Midwest, Mid-Atlantic, Southeast,
Southwest, and Western regions of the United States.  Revenues and
net income for the fiscal year that ended September 30, 2004 were
$10.8 billion and $975 million, respectively.


SCORE MEDIA: Equity Deficit Narrows to $5,458,000 at May 31
-----------------------------------------------------------
Score Media Inc. reported that its revenue for the third quarter
increased by $1.7 million to $7.3 million compared to $5.6 million
in the prior year.  This increase was largely due to greater
television subscriber revenue reflecting the effects of a new
wholesale rate structure that was implemented with several
broadcast distribution undertakings in the first and second
quarters of fiscal 2005.

Advertising revenue during the third quarter increased by
$0.4 million compared to the prior year, despite the adverse
effect of a National Hockey League strike that affected other
sports specialty television networks.  The Score was successful in
identifying, producing and marketing several new live event sports
programs, as well as launching new news programs, which together
sustained advertising revenue during a fiscal quarter where other
networks reported advertising declines.

Operating expenses excluding rights fees were $4.9 million during
the quarter, compared to $4.6 million in the prior year,
representing an increase of $0.3 million.  This increase resulted
from higher marketing expenses associated with media advertising
and greater occupancy costs resulting from a new property lease at
The Score's facilities.

Program rights expenses were $0.4 million during the quarter,
compared to $0.2 million in the prior year.  The increase in
program rights at The Score reflects higher program rights fees
for Toronto Raptors basketball as well as NCAA basketball.

Net income from continuing operations before interest, income
taxes, depreciation and amortization was $2.3 million compared
to $0.8 million in the same period last year, an increase of
$1.5 million.  During the third quarter, the Company disposed of
an investment whose carrying value had been nil, and
realized a gain on sale of $277,000.

Interest expense for the second quarter of approximately
$0.3 million was comparable to the prior year.

Depreciation and amortization expense of $0.3 million in the
second quarter was comparable to the prior year.  For the third
quarter, fixed asset additions were approximately $0.3 million
compared to $56 thousand in the prior year.

Net income for the three months ended May 31, 2005 was
$1.9 million or $0.02 per share based on a weighted average
82.8 million Class A Subordinate Voting Shares and Special Voting
Shares outstanding, an improvement of $1.5 million compared to
$0.4 million or nil per share based on a weighted average 82.6
million Class A Subordinate Voting Shares and Special Voting
Shares outstanding in the prior year.  For the three months ended
May 31, 2005, net income included $0.1 million of income from
discontinued operations and for the three months ended, May 31,
2004, net income included $0.2 million of income from discontinued
operations.

                 Nine Months Ended May 31, 2005

Revenues for the nine months ended May 31, 2005 increased to
$19.0 million from $15.2 million for the same period last year, an
increase of $3.8 million.  Advertising revenues for the nine
months ended May 31, 2005 increased by approximately $0.4 million
compared to the prior year.  Subscriber fee revenue increased by
approximately $3.4 million, due to the effects of a new wholesale
rate structure that was implemented with several broadcast
distribution undertakings in the first and second quarters of
fiscal 2005.

Operating expenses excluding rights fees were $14.1 million for
the nine months ended May 31, 2005 compared to $13.1 million in
the prior year, representing an increase of $1.0 million.  This
increase resulted from greater marketing expenses discussed above
as well as expenses associated with federal tariffs for music
rights, greater CRTC license fees, increased staffing and greater
occupancy costs resulting from a new property lease at The Score's
facilities.

Program rights were $1.0 million during the nine-month period
ended May 31, 2005, compared to $1.7 million in the prior year.
Certain program rights for the nine month period ended February
28, 2005 increased for live events such as Toronto Raptors
basketball and NCAA basketball, but decreased overall, reflecting
lower program rights fees on World Wrestling Entertainment
properties as well as lower program rights costs for other
programs.

Interest expense for the nine-month period ended May 31, 2005 was
$0.8 million compared to the $1.1 million in the prior year. The
decrease of approximately $0.3 million reflects lower borrowings
of bank debt and related party debt due to improved cash flow from
operations and cash proceeds from the sale of PrideVision's
Canadian operations in the prior year.

Depreciation and amortization expense for the nine-month period
ended May 31, 2005, was $0.9 million compared to $0.8 million in
the prior year.  For the nine-month period ended May 31, 2005,
fixed asset additions were approximately $1.4 million compared to
$0.8 million in the prior year.  The increase in fixed assets
resulted primarily from new investment in broadcast studio
equipment.

Net income for the nine months ended May 31, 2005 was
$2.5 million, or $0.03 per share based on a weighted average
82.8 million Class A Subordinate Voting Shares and Special Voting
Shares outstanding compared to a loss of $1.2 million or ($0.01)
per share based on a weighted average 82.6 million Class A
Subordinate Voting Shares and Special Voting Shares outstanding in
the prior year, an increase of $3.7 million. For the nine months
ended May 31, 2005, net income included $0.1 million of income
from discontinued operations and for the nine months ended May 31,
2004, net income included $0.3 million of income from discontinued
operations.

                 Liquidity and Capital Resources

Cash flows provided by continuing operations for the three months
ended May 31, 2005, were $1.1 million compared to cash flows used
in continuing operations of $92 thousand in the prior year
reflecting significantly improved income from continuing
operations in the current year.  Cash flows provided by
discontinued operations were $159 thousand compared to cash flows
provided by discontinued operations of $35 thousand in the prior
year.

Cash flows provided by continuing operations for the nine months
ended May 31, 2005 were $1.0 million compared to cash flows used
in continuing operations of $38 thousand in the prior year
reflecting significantly improved income from continuing
operations in the current year mitigated in part by negative
working capital movements.  Cash flows provided by discontinued
operations for the nine months ended May 31, 2005 were $0.5
million compared to cash flows used in discontinued operations of
$0.2 million in the prior year.

For the balance of fiscal 2005 and for fiscal 2006, the Company
anticipates that cash flows provided by operations will increase
compared to fiscal 2004 based on anticipated increases in both
advertising and subscriber revenues with more moderate increases
in operating expenses.  The Company has sufficient working capital
lines of credit to support its operations.

Cash flow used in financing activities was $0.4 million for the
three months ended May 31, 2005 compared to cash flow provided by
financing activities of $22,000 in the prior year. This resulted
from refinancing its bank lines of credit as well as a line of
credit provided by Levfam Finance Inc., a related party, with a
new credit facility provided by its banker on May 26, 2005.  Cash
flow provided by financing activities was $0.1 million for the
nine months ended May 31, 2005 compared to $22,000 for the
comparable period in the prior year.  During the nine months ended
May 31, 2005, the Company drew down $10.0 million by way of a new
five-year reducing term loan, and $2.0 million from a new working
capital line of credit provided by its bank, and repaid all
amounts owing to Levfam Finance Inc.

Cash flow used in investment activities for the three months ended
May 31, 2005, was $0.7 million compared to cash flow used in
investment activities of $0.8 million in the prior year.  The
decrease in cash flow used in investment activities reflects
increased fixed asset additions to expand and improve programming
and production facilities at The Score Television Network, but
significantly lower deferred charges compared to the prior year.
Deferred charges were higher in the prior year as a result of a
financing charge paid to extend the Company's bank lines of
credit.  For the entire fiscal 2005 year, the Company anticipates
that expenditures on new and replacement fixed assets will be
approximately $1.8 million, which can be financed by cash flows
from operations.

Other than the credit facilities described, the Company has no
other financial instruments and thus believes that there are no
price, credit or liquidity risks that it could be subject to from
such instruments.

Score Media Inc. (TSX: Scr.sv) is a media company focused on the
specialty television sector through its main asset, The Score
Television Network.  The Score is a national specialty television
service providing sports, news, information, highlights and live
event programming, available across Canada in over 5.5 million
homes.

As of May 31, 2005, Score Media's equity deficit narrowed to
$5,458,000 from an $8,094,000 deficit at August 31.


SECOND CHANCE: Armor Holdings to Replace Vests in Settlement
------------------------------------------------------------
Armor Holdings (NYSE: AH) will replace up to 156,000 Second Chance
bullet-resistant vests to the law enforcement community as part of
a legal settlement reached between Toyobo Company, Ltd., and
Toyobo America, Inc.  The settlement also includes a certified
class of national police organizations, departments, agencies and
officers who purchased certain models of the Zylon-containing
vests manufactured by Second Chance Body Armor.  Toyobo is the
Japanese manufacturer of the bullet-resistant fiber Zylon(R).

Wednesday's settlement in the Oklahoma state court case of
Lemmings, et al. v. Second Chance Body Armor, Inc., and Toyobo
Company, Ltd., et al. (Lemmings), is subject to final court
approval, which the parties anticipate will occur in October,
2005, and follows the recent announcement by Second Chance that
certain of its vest models need to be replaced but their poor
financial position prevents them from offering any replacement
option.  Second Chance filed for Chapter 11 bankruptcy protection
in the Western District of Michigan, in October 2004.

Based on information received from Class Counsel, there are
approximately 156,000 vests sold by Second Chance which may need
to be replaced through this program.  Although Armor Holdings is
not a party in the Lemmings case, in order to assist the law
enforcement community in their efforts to quickly replace their
Second Chance Ultima/Ultimax or Triflex vests, Armor Holdings has
agreed to offer a special one-time, promotional price for its
concealable body armor.  Armor Holdings is the largest supplier of
concealable and tactical body armor to the U.S. law enforcement
community through its American Body Armor(R), PROTECH(TM) Tactical
and Safariland Armorwear(TM) brands.

"As a leader in this industry, we are both pleased and proud to be
able to offer the law enforcement community a much-needed solution
to this problem," Robert R. Schiller, President of Armor Holdings,
Inc., said.  "Ensuring the safety of the members of the law
enforcement community is one of our most important priorities.  It
is also a great responsibility which we assume with the utmost
care and concern, both in the conduct of our business and in the
quality of our products."

The settlement provides various benefits to officers and
departments, including a $29 million fund established by Toyobo.  
The Settlement Fund will provide class members with two options:

  (a) a one-time cash payment whereby each class member will
      receive a pro rata portion of the fund.  Attorneys
      representing the class have estimated the amount of cash
      each class member will receive as somewhere between $370 and
      $965, depending on the number of class members that decide
      to participate in the Settlement.

  (b) an Armor Holdings voucher for the same amount of cash each
      class member would otherwise receive, plus an additional
      $25 credit provided by Armor Holdings.  The voucher,
      redeemable for up to five years, may be used to purchase
      any model of American Body Armor or Safariland vest or to
      purchase any other law enforcement product offered by any of
      Armor Holdings APEX distributors, including duty gear, less
      lethal munitions, tactical/SWAT safety gear, riot protection
      helmets and shields, batons, ballistic resistant enclosures,
      protective gloves, drug detection and forensic products and
      other products.  

Armor Holdings manufactures many of the world's most well-
recognized brands of security products, which it offers through a
network of more than 500 distributors and agents domestically and
internationally.

Scott O'Brien, President of Armor Holdings, Inc.'s Products
Division, commented, "We believe the settlement announced by
Toyobo and the class action attorneys represents an important
benefit to the law enforcement community.  We are proud to have
been able to contribute by offering both a promotional price vest
replacement option and a voucher worth an additional $25 to
affected officers and departments.  We strongly encourage all
affected officers to learn more about this settlement by either
calling (877)567-2754, or visiting the settlement website at
http://www.zylonvestclassaction.com/and return their claim form  
before the specified deadline."

Mr. O'Brien continued, "We take great care to ensure the safety
and efficacy of our products.  As part of that effort, Armor
Holdings has established VestCheck(TM), an industry-leading safety
initiative geared to raising awareness for proper fit, coverage,
maintenance and evaluation of body armor worn by law enforcement
officers.  An important component of VestCheck(TM) is our used-
vest testing program, which began in 2003 and provides an
evaluation and assessment of the useful service life of body armor
that has been worn in the field.  The VestCheck(TM) evaluation
process includes the physical inspection and ballistic performance
testing of every vest collected, as well as an in-depth review of
individual officer wear, storage and maintenance habits.  We also
feel it is important to act immediately upon what we learn from
these tests, which is why we decided last year to reduce the
warranty on our Xtreme ZX model and establish a Warranty/Exchange
program for officers wearing that vest model.  Utilizing our state
of the art in-house ballistic laboratory, we believe that since
the inception of VestCheck(TM), Armor Holdings has done more used-
vest testing than virtually all of the other body armor
manufacturers combined.  We think it is important to share the
information we learn from this testing, so we have shared this
data with the law enforcement departments that participate in the
tests, as well as with the National Institute of Justice, and we
will continue to do so."

Armor Holdings, Inc. (NYSE: AH) -- http://www.armorholdings.com/
-- is a diversified manufacturer of branded products for the
military, law enforcement, and personnel safety markets.

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.


SPRINGLETS BOTTLED: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Springlets Bottled Water Company, Inc.
        dba Sedona Springs
        951 West Watkins Street
        Phoenix, Arizona 85007

Bankruptcy Case No.: 05-12661

Type of Business: The Debtor bottles water from natural
                  springs in Northern Arizona.  See
                  http://www.sedonaspringsh2o.com/

Chapter 11 Petition Date: July 13, 2005

Court: District of Arizona

Judge: James M. Marlar

Debtor's Counsel: Dennis J. Wortman, Esq.
                  Dennis J. Wortman, P.C.
                  2700 North Central Avenue, Suite 850
                  Phoenix, Arizona 85004-1162
                  Tel: (602) 257-0101
                  Fax: (602) 775-4544

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


STELCO INC: Plans to File CCAA Plan of Arrangement Today
--------------------------------------------------------
Stelco Inc. (TSX:STE) will appear in Court on July 18, 2005 to
seek an extension of the stay period in its Court-supervised
restructuring from that date until September 9, 2005.

Stelco also reported that it will file a restructuring Plan
Outline today, July 15, 2005.  The Plan Outline will reflect the
Company's discussions with stakeholders during the past 17 months.
It will endeavour to balance the interests of those stakeholders,
which in many cases are inconsistent, in a fair, reasonable and
responsible manner, enabling Stelco to emerge as a viable company
over the long term.

The Company further indicated that it will return to Court on or
before September 9, 2005, to file a formal restructuring plan, to
seek a further stay extension, and to seek a Meeting Order.  That
Order, if granted, will approve the procedures with respect to the
calling and conduct of a meeting of affected creditors to consider
and vote upon the Company's restructuring plan, as well as the
manner in which the materials for such meeting will be
distributed.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified    
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco Inc.
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


STELCO INC: Workers Tell CEO Pratt Not to Kowtow to Speculators
---------------------------------------------------------------
The United Steelworkers demanded that Stelco Inc.'s plan outline,
which the company has indicated it intends to file with the Court
today, be at least as good as the plan put forward by a
Steelworker-led coalition.

The coalition plan would provide the company with $1.35-billion of
new committed financing and a strong commitment to the company's
Critical Capital Spending Program.

"It is long past time for you and Stelco's Board of Directors to
speak up for Stelco; not kowtow to financial speculators," says a
letter sent Wednesday to CEO Courtney Pratt, signed by five Stelco
local union presidents, three Steelworker district directors and
National Director Ken Neumann.

"Irresponsible nay saying by a company captured by financial
speculators is not helpful. It is time to make a choice and be
accountable for that choice.

"We demand and expect that any plan that Stelco files will be at
least as good for the company's long-term viability and its
obligations to its most vulnerable stakeholders as is ours."

In April, the Steelworkers agreed to a letter of intent with the
financial arm of Brascan, Tricap Management Ltd.  The
Steelworkers/Tricap plan has gained the strong support of a
diverse coalition, including the Ontario government, the unionized
employees of Stelco, the company's managers and other salaried
employees, and its hourly and salaried retirees.

The plan proposes a commitment to provide a total of $1.35-billion
in new capital with a $500-million cash up-front contribution to
pension funding.

"In November of 2004, you sought and received the approval of the
court for the Deutsche Bank Stalking Horse bid," said the
Wednesday letter to Mr. Pratt.  "Today, you have in front of you
our plan, which provides the company with significantly greater
liquidity, less leverage and a greater upfront pension
contribution than did Deutsche Bank.

"You have an obligation to fight for a long-term viable Stelco,
but please understand that if you do not, we will."

The full text of the letter is available at:

    http://www.uswa8782.com/newsletter/PrattLetterJUL13a.pdf

                            About USW

The United Steelworkers of America represents more than 850,000
workers in the U.S. and Canada.  Headquartered in Pittsburgh,
Penna., it represents employees in the steel, paper, forestry,
rubber, manufacturing, energy, mining, aluminum and service
industries.  The Steelworkers' Local 8782 website is:  
http://www.uswa8782.com/

                          About Stelco

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified    
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco Inc.
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


TACTICA INT'L: Files Plan & Disclosure Statement in S.D.N.Y.
------------------------------------------------------------
Tactica International, Inc., delivered its Plan of Reorganization
and Disclosure Statement to the U.S. Bankruptcy Court for the
Southern District of New York.

The Plan is the result of substantial negotiations among the
Debtor, the Official Committee of Unsecured Creditors and IGIA
Inc.  The Plan contemplates a restructuring that has two major
components:

1. Exit Financing

The Debtor has received Bankruptcy Court approval of the IGIA DIP
Facility on a final basis.  As part of the Plan, the Debtor will
convert the third tranche of the IGIA DIP Facility funds --
consisting of $750,000, less costs and expenses -- to the
Exit Financing, which shall be made available for:

   (a) paying the Debtor's administrative expenses under Section
       503(b) of the U.S. Bankruptcy Code;

   (b) paying the Debtor's ordinary course of business expenses;

   (c) funding the Plan; and

   (d) paying the Debtor's obligations as may otherwise be
       approved by the Court.

2. Distributions to Unsecured Nonpriority Creditors

The Debtor is in the process of analyzing the validity of all
claims filed in its chapter 11 case.  Until this process is
complete, the Debtor will not be able to state with certainty any
estimated or projected distributions to unsecured creditors.  
Based on the amount of claims filed to date, the Debtor estimates
that unsecured creditors will receive, in total, Pro Rata
distributions over time having a total nominal value of as much as
25% of their Allowed Claims from the following sources:

   (a) Initial Distribution consisting of:

       -- the $700,000 Cash Distribution,
       -- the Net Innotrac Reallocated Proceeds, and
       -- the Parent Commom Stock; and

   (b) Creditors' Trust.

Innotrac is a wharehouse owner in Reno, Nevada.  Innotrac
asserted a warehouseman's lien of $2.7 million on the Debtor's
inventory.  Pursuant to the June 23, 2005, Innotrac Global
Settlement Final Order, the inventory was to be sold by Innotrac.
The proceeds of the sale are to be distributed according to a
formula set forth in the Innotrac Global Settlement.  Innotrac
will reallocate a portion of its proceeds of the Inventory to the
Creditor Trust to be distributed holding Allowed General Unsecured
Claims as well as pay the Debtor a surplus of the proceeds of any
sale of the Innotrac inventory above a threshold level.

A full-text copy of the disclosure statement explaining the
Debtors' plan of reorganization is available for a fee at"

     http://www.researcharchives.com/bin/download?id=050714034642

Headquartered in New York, New York, Tactica International, Inc.,
a wholly owned subsidiary of IGIA, Inc. -- http://www.igia.com/  
-- designs, develops and markets personal and home care items
under the IGIA and Singer brands.  Product categories include hair
care, dental care, skin care, sports and exercise, household and
kitchen.  Tactica holds an exclusive license to market a line of
floor care products under the Singer name.  Tactica also owns
rights to the "As Seen On TV" trademark.  The Company filed for
chapter 11 protection on Oct. 21, 2004 (Bankr. S.D.N.Y. Case No.
04-16805).  Timothy W. Walsh, Esq., at Piper Rudnick, LLP,
represents the Debtor in its restructuring effort.  When the
Company filed for protection from its creditors, it reported
assets amounting to $10,568,890 and debts amounting to
$14,311,824.


TECK COMINCO: Improved Finances Prompts Moody's to Lift Ratings
---------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt
ratings of Teck Cominco Limited and Teck Cominco Metals Ltd. to
Baa2 from Baa3 and the subordinated debentures exchangeable for
Inco shares to Baa3 from Ba1.  The rating outlook was changed to
positive.  The upgrade and change in outlook reflects the
company's improved financial profile, which has benefited from
top-of-the-cycle conditions over the past year and a half, and
Moody's view that Teck Cominco will continue to enjoy improved
earnings performance and strengthened cash flow generation over
the next twelve to eighteen months.  The upgrade also reflects the
improvement in Teck Cominco's capital structure over the past
three years as the company has taken advantage of higher metals
prices to reduce debt, and Moody's expectation that the company
will be able to sustain improved debt protection measurements over
the intermediate term as cash flow should continue to be strong
given the anticipated metals price environment.

Ratings upgraded are:

     Teck Cominco Limited:

       -- Senior unsecured notes to Baa2 from Baa3 and

       -- 3% subordinated debentures exchangeable for
          Inco shares to Baa3 from Ba1

     Teck Cominco Metals Limited:

       -- Senior unsecured, guaranteed by Teck Cominco,
          to Baa2 from Baa3

The Baa2 rating reflects Teck Cominco's strong position across a
variety of metals markets, coupled with its overall cost position,
which should enable it to continue to improve its operating
performance and debt coverage metrics.  The rating action also
considers the strong capital structure, as evidenced by its
December 31, 2004 adjusted debt to capitalization ratio of 28%,
down from 42% at December 31, 2003.  Adjusted debt includes
unfunded pension liabilities, operating leases using Moody's
modified p.v. approach, and both the exchangeable debenture due
2024 and the Inco exchangeable debenture.

With respect to the Inco exchangeable debenture, Moody's
recognizes that the payment obligation under these debentures is
to pay a fixed number of Inco shares and that the number of shares
comprising this obligation has been pledged to the debenture
holders.  As such, Teck Cominco's real exposure under the
debentures is limited to the capital gains tax payable upon
settlement of the debentures. The rating also considers the
company's susceptibility to cyclical metals prices and the need to
manage strategic reinvestments without impairing the capital
structure.

The positive outlook reflects Teck Cominco's diversity through its
interests in zinc, copper, gold and metallurgical coal.
Additionally, the company also benefits from its ability to sell
power from its Trail smelter. Moody's expects the company to
continue to benefit from positive prices for copper, zinc, gold
and coal.  With respect to coal, the company began to benefit from
a doubling of met coal annual contract prices to $125 per tonne in
the second quarter of this year.

An increase in rating is likely over the next twelve months if the
company continues to benefit from strong metals and coal prices
(in which case Moody's anticipates that the company should
continue to generate adjusted debt to EBITDA in the range of 1x)
and if the company refrains from any significant debt financed
acquisitions or decapitalizations.  Given the positive outlook,
the ratings are unlikely to be lowered over the next twelve to
eighteen months unless the company undertakes significant debt
financed acquisitions or recapitalizes in an unexpected manner.
Longer term, the rating could be lowered if the company were to
suffer a sustained period of fundamental deterioration in metals
and coal prices, and /or fundamentally higher operating costs than
it has today.  In these scenarios, the rating could remain at Baa2
if the company, in Moody's view, is able to generate through-the-
cycle adjusted debt to EBITDA in the range of 3x.  A lowering of
this ratio to the range of 3.5x could result in a downgrade to
Baa3.

Headquartered in Vancouver, British Columbia, Canada, Teck Cominco
had revenues of C$3.4 billion in 2004.


THANH HOANG: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Thanh Hoang
        9101 Clewerwall Drive
        Bethesda, Maryland 20817

Bankruptcy Case No.: 05-25738

Chapter 11 Petition Date: July 12, 2005

Court: District of Maryland (Greenbelt)

Judge: Nancy V. Alquist

Debtor's Counsel: Christopher Hamlin, Esq.
                  McNamee, Hosea, Jernigan, Kim,
                  Greenan & Walker, P.A.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, Maryland 20770
                  Tel: (301) 441-2420
                  Fax: (301) 982-9450

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Tuan Bui                      Lawsuit pending           $280,000
c/o J. Charles Curren         regarding Deed of
9695 C. Main Street           Trust on 7724 Lisle
Fairfax, VA 22031             Ave., Falls Church,
                              VA

Tu Bui                        Lawsuit pending           $200,000
7724 Lisle Avenue
Falls Church, VA

Douglas J. Sanderson          Debtor signed deed         $75,000
Richard M. Pollak             of trust for property
[Address not provided]        located at 3405 Hewitt
                              Ave., Silver Spring, MD
                              20906

Comptroller of the Treasury   Income taxes due from      Unknown
for the State of Maryland     1997 to 2004

Hewiit Avenue, LLC            Lawsuit pending            Unknown
                              Re: 2911 Hewitt Ave.,
                              Silver Spring, MD

Internal Revenue Service      Income taxes due           Unknown
                              From 1997 to 2004


TOWER AUTOMOTIVE: Taps Deloitte Tax Professionals as Consultants
----------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to employ Deloitte Tax LLP as their tax service
providers and tax consultants, nunc pro tunc to June 7, 2005.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,  
relates that Deloitte Tax has rendered tax services to the  
Debtors since its formation in August 2004.  As a result, the  
firm has considerable knowledge concerning the Debtors and is  
already familiar with the Debtors' business affairs.  Moreover,  
the firm's significant qualifications and extensive experience in  
tax matters is widely recognized.  The Debtors, therefore,  
believe that Deloitte Tax is well qualified and able to perform  
tax services in a cost-effective, efficient, and timely manner.

Mr. Cantor reports that the Debtors have already sought and  
obtained Court authority to employ Deloitte & Touche to provide  
independent auditing and accounting services; Ernst & Young LLP  
to provide internal auditing services; and Jefferson Wells  
International, Inc., to provide internal tax and accounting  
staff.  The firms assured the Debtors that they will make every  
effort to avoid duplication of their work.

As the Debtors' tax consultants, Deloitte Tax will:

   (a) compute the Debtors' tax asset and stock basis to assist
       them in evaluating the income from the cancellation or
       discharge of indebtedness, including its effects under
       Internal Revenue Code Sections 108 and 1017 pertaining to
       tax basis in assets, tax basis in stock, and tax net
       operating loss carryovers.  These services will include a
       computation of the Debtors' cumulative earnings and
       profits to provide them with support regarding the tax
       effect of post-bankruptcy distributions to new equity
       holders;

   (b) advise the Debtors in evaluating and modeling alternative
       tax methodologies to understand post-bankruptcy tax
       attributes available under the applicable newly issued tax
       regulations and the absorption of these attributes based
       on the Debtors' operating projections, including a
       technical analysis of the effects of Treasury Regulation
       Section 1.1502-28 and the interplay with IRC Section
       108/1017;

   (c) advise the Debtors in evaluating and modeling the
       potential effect of the Alternative Minimum Tax in various
       post-emergence scenarios;

   (d) assist the Debtors in analyzing the effects of tax rules
       under IRC Sections 382(l)(5) and (l)(6) pertaining to the
       post-bankruptcy net operating loss carryovers and
       limitations on their utilization;

   (e) advise the Debtors in analyzing net built-in gain or loss
       position at date of bankruptcy to understand any
       limitations on use of tax losses generated from post-
       bankruptcy asset or stock sales;

   (f) assist the Debtors by working with their creditors and
       financial advisors on cash tax effects of bankruptcy and
       in understanding the post-bankruptcy tax profile;

   (g) advise the Debtors on the proper treatment of postpetition
       interest;

   (h) advising the Debtors on the proper treatment of
       prepetition and postpetition reorganization costs;

   (i) determine the state tax consequences of the income from
       the discharge of indebtedness and any ownership changes,
       including their resulting impact on the amount and use of
       state net operating losses;

   (j) advise the Debtors on the state tax aspects of the post-
       bankruptcy environment with a focus on optimizing the
       post-bankruptcy tax structure for state tax purposes.  
       Strategies that are both general and specific will be
       developed and discussed with the Debtors' management.
       These strategies will concentrate on the potential
       reduction of state income and franchise, sales and use,
       payroll and unemployment, property, excise and gross
       receipts taxes, and other state taxes;

   (k) assist the Debtors in evaluating and modeling the effects
       of liquidating, merging, or converting entities as part of
       the post-emergence plan, including the effects on federal
       and state tax attributes, state incentives, apportionment,
       and other tax planning;

   (l) assist the Debtors in reviewing the potential effects of
       the US GAAP FAS 109 deferred tax and valuation allowances
       for potential tax basis in asset reductions as a result of
       their bankruptcy;

   (m) assist the Debtors in the review and analysis of tax
       treatment of items adjusted for GAAP purposes as a result
       of "fresh start" accounting, as required for the emergence
       date of the US GAAP balance sheet, to identify the
       appropriate tax treatment of adjustments to equity,
       including issuance of new equity, options, or warrants,
       and other adjustments to assets and liabilities recorded;

   (n) document, as appropriate, the tax analysis, opinions,
       recommendation, conclusions, and correspondences for any
       proposed restructuring alternative tax issue or other tax
       matters; and

   (o) perform other similar or related professional tax
       services, including, assistance in connection with reports
       requested of the Debtors by the Court, the U.S. Trustee
       and parties-in-interest, as the Debtors, their attorneys,
       or financial advisors may from time to time request.

The Debtors will pay Deloitte Tax for its services under its  
customary hourly rates, subject to periodic adjustments:

                                            Hourly Rates
                                         National     Local
                                         ------------------
       Partner/Principal/Director        $450          $475
       Senior Manager                    $350          $390
       Manager                           $290          $300
       Senior Accountants/Consultants    $215          $215

In addition, Deloitte Tax will seek reimbursement for reasonable  
and necessary expenses incurred in connection with the Debtors'  
Chapter 11 cases.

Mr. Cantor reports that the Debtors have paid Deloitte Tax less  
than $400,000 for tax services during calendar year 2004, plus  
$120,529 during the 90 days prior to the Commencement Date.  The  
firm is not currently owed any amounts for prepetition tax  
services rendered to the Debtors.

Scott L. Shekell, a member of Deloitte Tax, assures Judge Gropper  
that the firm:

   -- has no connection with the Debtors, their creditors or
      other parties-in-interest,

   -- does not hold any interest adverse to the Debtors' estates;
      and

   -- is a "disinterested person," as defined in Section
      101(14) of the Bankruptcy Code.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and    
producer of vehicle structural components and assemblies used by  
every major automotive original equipment manufacturer, including  
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,  
Toyota, Volkswagen and Volvo.  Products include body structures  
and assemblies, lower vehicle frames and structures, chassis  
modules and systems, and suspension components.  The Company and  
25 of its debtor-affiliates filed voluntary chapter 11 petitions  
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup  
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,  
at Kirkland & Ellis, LLP, represent the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from  
their creditors, they listed $787,948,000 in total assets and  
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,  
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Tower Product Wants to Lease Facility & Land
--------------------------------------------------------------
In July 1999, Tower Automotive Technology Products, Inc.,
acquired an automotive manufacturing facility and land in Marion
County, Indiana, as an ancillary part of Tower Products' larger
acquisition of Active Tool & Manufacturing Co., Inc.  Since its
purchase, the Marion Facility has never been occupied or operated
by Tower Products.  In fact, Tower Products has no intention of
doing so in the future.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
informs the U.S Bankruptcy Court for the Southern District of New
York that the current costs of holding the inoperative plant total
approximately $350,000 per year.  From December 2000 to 2004, in
an attempt to offload or minimize the expense of holding the
inoperative plant, Tower Products have unsuccessfully sought a
buyer for the Marion Facility.

In 2004, Turley, Martin & Tucker Auction Services, a professional
auctioneer services firm hired by Tower Products to advertise and
hold an auction for the sale of the Marion Facility, failed to
receive any bid for the Property, despite the fact that no
minimum bid was required.

In early 2005, after nearly exhausting its marketing efforts,
Tower Products approved the demolition of the Marion Facility
since there were no viable tenants or purchasers.  Tower Products
intended the demolition to significantly reduce the Marion
Facility's $350,000 annual carrying cost and limit Tower
Products' potential exposure for future environmental liability.

                       Marion County Lease

In March 2005, prior to commencing demolition, and as a result of
the ongoing marketing efforts of one of Tower Products'
prepetition commercial real estate agents, GMB Associates, Inc.,
Tower Products identified Active Properties LLC as a potential
lease tenant and purchaser for the Marion Facility.

Following arm's-length negotiations, Tower Products agreed to
enter into a lease agreement with Active Properties, pursuant to
which Tower Products will lease the Marion Facility to Active
Properties for $1.00 for the first year, and grant Active
Properties the option to renew the Lease Agreement for another
year or convert it to a purchase of the Marion Facility, land and
certain fixed equipment for $1.00.

A copy of the Marion County Lease is available for free at:

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

Pursuant to the Marion County Lease, Active Properties will also
pay the annual carrying costs associated with the Marion Facility
as they become due during the term of the Lease.  In addition, in
exchange for the option to purchase under the Marion Facility
Lease Agreement, Active Properties will make a one-time $30,000
cash payment as Broker Fee to Tower Products, which will be
payable upon entry of a Court order approving Tower Products'
request.

Tower Products, in turn, will promptly pay the Broker Fee to GMB
Associates in consideration for its postpetition services
rendered to Tower Products in connection with procuring Active
Properties as a tenant and potential purchaser of the Marion
Facility.

During the term of the Lease, Active Properties will obtain a
$1,000,000 comprehensive general liability insurance policy for
Tower Products' benefit.  Active Properties will also keep all
improvements on the premises insured against loss or damage by
fire with a $2,000,000 standard fire insurance policy in Tower
Product's name.

In the event that Active Properties elects to purchase the Marion
Facility under the Marion County Lease, it agrees to (x) take the
Marion Facility "as is, where is," and (y) be responsible for all
costs related to any environmental clean-up and site remediation.  
Any unknown or future environmental liability with respect to the
Marion Facility will be Active Properties' obligation.

Accordingly, Tower Products asks the Court for authority to:

   (a) lease the Marion Facility to Active Properties; and

   (b) grant Active Properties the option to purchase the Marion
       Facility free and clear of claims, liens and encumbrances.

Tower Products believes that it has already obtained adequate
authority, with respect to the potential sale of the Marion
Facility, pursuant to the Court's Order authorizing and approving
expedited procedures for the sale or abandonment of de minimis
assets.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and   
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTO: ZF Lemforder Wants Stay Lifted to Permit Set-Off
------------------------------------------------------------
ZF Lemforder Corporation asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay to
exercise a right to set off its various mutual prepetition debts
and claims with Tower Automotive Inc. and its debtor-affiliates.

John J. Hunter, Jr., Esq., at Hunter & Schank, Co., LPA, in
Toledo, Ohio, relates that prior to the Petition Date, both ZF
Lemforder and the Debtors manufactured and sold components to one
another in the ordinary course of their business operations.

As of the Petition Date, the Debtors owed $3,135,500 to ZF
Lemforder, for the purchase of goods, while ZF Lemforder, in
turn, owed the Debtors $3,201,225.  ZF Lemforder has demanded
reclamation of $624,828 in goods.

Pursuant to the general purchasing terms and conditions of both
ZF and the Debtors, the laws of the State of Michigan, Mr. Hunter
contends, apply to the parties' purchasing relationship.  Thus,
ZF Lemforder is entitled to set off the amounts properly due and
owing to it from the Debtors.  This, according to Mr. Hunter,
constitutes proper cause for the Court to grant ZF Lemforder
relief from the stay to effect its right of set-off.

ZF Lemforder will withdraw its $624,828 reclamation request, in
the event that it is granted relief from stay.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and   
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOYS 'R' US: S&P Cuts Rating on $13 Mil. Class A-1 Certs. to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$13 million Corporate Backed Trust Certificates Toys "R" Us
Debenture-Backed Series 2001-31 Trust's class A-1 certificates to
'B+' from 'BB'.  The rating remains on CreditWatch with negative
implications.

The transaction is a swap-independent synthetic security that is
weak-linked to the underlying collateral, Toys "R" Us Inc.'s 8.75%
debentures due Sept. 1, 2021.  The rating action reflects the
credit quality of the underlying securities issued by Toys "R" Us
Inc.


US AIRWAYS: Plans to Move 89 Employees in Philly to Other Cities
----------------------------------------------------------------
Thomas Ginsberg at The Philadelphia Inquirer reports that on
June 29, 2005, US Airways Group, Inc., advised the Pennsylvania
Department of Labor and Industry that it would transfer 59 pilots,
29 flight attendants, and one other employee from its Philadelphia
operation by September 1, 2005.

Mr. Ginsberg relates that all but one of the jobs from PSA
Airlines, Inc., will be transferred to Air Wisconsin Airlines
Corp., which will operate US Airways Express flights in
Charlotte, North Carolina; Dayton, Ohio; and Knoxville,
Tennessee.  In addition, PSA Airlines will maintain its current
payroll of about 1,550 people.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 98; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Wants Confirmation Hearing Scheduled for September 15
-----------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask Judge Mitchell of
the U.S. Bankruptcy Court for the Northern District of Texas to
set September 15, 2005, 9:30 a.m., Eastern time, as the
Confirmation Hearing Date.  The Debtors also ask the Court to fix
September 12, 2005, at 4:00 p.m., Eastern time, as the deadline
for creditors and other parties-in-interest to file and serve
objections to confirmation of the Plan.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
clarifies that Confirmation Objections must:

   (1) be in writing;

   (2) comply with the Federal Rules of Bankruptcy Procedure and
       the Local Rules of the U.S. Bankruptcy Court for the
       Eastern District of Virginia;

   (3) set forth the name of the objector, the nature and amount
       of any claim or interest, specifying the appropriate
       Debtor, their estates or property;

   (4) state the legal and factual bases for the objection; and

   (5) be filed with the Court with proof of service, served by
       electronic mail, personal service, overnight delivery or
       first-class mail and received by the Objection Deadline.

Confirmation Objections must be received by:

   -- Counsel for the Debtors

         Arnold & Porter LLP
         Attn: Brian P. Leitch, Esq.
         370 Seventeenth Street, Suite 4500
         Denver, Colorado 80202

                - and -

         Arnold & Porter LLP
         Attn: Daniel M. Lewis, Esq.
         Neil M. Goodman, Esq.
         555 Twelfth Street, NW
         Washington, DC 20004
         e-mail address: usairwaysservice@aporter.com

                - and -

         McGuirewoods LLP
         Attn: Lawrence E. Rifken, Esq.
         1750 Tysons Boulevard, Suite 1800
         McLean, Virginia 22102-4215

                - and -

         McGuirewoods LLP
         Attn: Douglas M. Foley, Esq.
         101 West Main Street, Suite 9000
         Norfolk, Virginia 23510-1655
         e-mail address: usairwaysservice@mcguirewoods.com

   -- United States Trustee

         Office of the United States Trustee
         Attn: Dennis J. Early, Esq.
         115 South Union Street
         Alexandria, Virginia 22314
         e-mail address: ustpregion04.ax.ecf@usdoj.gov

   -- Counsel for America West

         Skadden, Arps, Slate, Meagher & Flom LLP
         Attn: Timothy R. Pohl, Esq.
         333 West Wacker Drive
         Chicago, Illinois 60606
         e-mail address: TPOHL@skadden.com

   -- Plan Investors

         ACE Aviation Holdings Inc.
         Air Canada Centre
         7373 Cote-Vertu Blvd. West
         Saint-Laurent, Quebec H4Y 1H4, Canada

         Eastshore Aviation, LLC
         Attn: Christine Deister
         W6390 Challenger Drive, Suite 203
         Appleton, Wisconsin 54924
                  
         Par Investment Partners, L.P.
         Attn: Edward L. Shapiro
         One International Place
         Suite 2401
         Boston, Massachusetts 02110

         Peninsula Capital Advisors, LLC
         Attn: Ted Weschler
         404B East Main Street
         Charlottesville, Virginia 22902
                    
         Republic Airways Holdings Inc.
         Attn: Chief Executive Officer
         8909 Purdue Avenue
         Suite 300
         Indianapolis, Indiana 46268

         Tudor Investment Corp.
         Attn: Stephen N. Waldman
         1275 King Street
         Greenwich, Connecticut 06831

         Wellington Management Company, LLP
         Attn: Legal Services Department
         75 State Street
         Boston, Massachusetts 02109

         Wexford Capital LLC
         Attn: President and General Counsel
         Wexford Plaza
         411 West Putnam Avenue
         Greenwich, Connecticut 06830

   -- Counsel for the Creditors' Committee

         Otterbourg, Steindler, Houston & Rosen, P.C.
         Attn: Scott L. Hazan, Esq.
         Brett H. Miller, Esq.
         230 Park Avenue
         New York, New York 10169
         e-mail addresses: shazan@oshr.com and bmiller@oshr.com

                - and -

         Vorys, Sater, Seymour & Pease LLP
         Attn: Malcolm M. Mitchell Jr., Esq.
         277 South Washington Street, Suite 310
         Alexandria, Virginia 22314-3674
         e-mail address: mmmitchell@vssp.com

   -- ATSB

         Air Transportation Stabilization Board
         Attn: Executive Director
         1120 Vermont Avenue, N. W., Suite 970
         Washington, DC 20005

                - and -

         Curtis Mallet-Prevost Colt & Mosle LLP
         Attn: Steven J. Reisman, Esq.
         101 Park Avenue
         New York, New York 10178-0061
         e-mail address: sreisman@cm-p.com

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 98; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VARTEC TELECOM: Seeks Court Approval for Fiserve Service Contract
-----------------------------------------------------------------
VarTec Telecom Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to enter into a one-year Master Services Agreement with Fiserve
Solutions, Inc., d/b/a Personix.

The Master Services Agreement names Fiserve Solutions as the
single supplier for the Debtors' customer bill printing and other
printing requirements.  It further releases the Debtors from
Fiserve Solutions' $886,000 prepetition claim.

The Debtors and Fiserve Solutions signed the Agreement on July 1,
2005, after an existing prepetition service agreement expired in
February 2005.  Fiserve Solutions has provided printing services
to the Debtors since February 2000.

The Debtors tell the Court that Fiserve Solutions will provide
services necessary to their billing and collections process.  The
Debtors add that using a single supplier for these services will
significantly reduce costs.  They anticipate saving $415,000 per
year with the shift to a single supplier system.

The Honorable Steven A. Felsenthal will convene a hearing to
discuss the Debtors' request on August 18, 2005 at 2:00 p.m. in
Dallas, Texas.

A copy of the Master Services Agreement is available for a fee at

  http://www.researcharchives.com/bin/download?id=050714024707

                  About Fiserve Solutions

Fiserv (Nasdaq: FISV) provides information management systems and
services to the financial industry, including transaction
processing, outsourcing, business process outsourcing and software
and systems solutions.  The company serves more than 16,000
clients worldwide, including banks, credit unions, financial
planners/investment advisers, insurance companies and agents,
self-funded employers, lenders and savings institutions.  
Headquartered in Brookfield, Wis., Fiserv reported $3.4 billion in
processing and services revenues for 2004.

                    About VarTec Telecom

Headquartered in Dallas, Texas, VarTec Telecom Inc.
-- http://www.vartec.com/-- provides local and long distance  
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins, represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $100
million in assets and debts.


VARTEC TELECOM: Set to Make Adequate Protection Payments to UMB
---------------------------------------------------------------
Vartec Telecom Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for authority
to make adequate protection payments to UMB Bank, N.A.

Adequate protection payments are payments made to a secured
creditor to compensate for any diminution in the value of
collateral from the time a debtor files for chapter 11 protection
until a reorganization plan is confirmed.

Vartec pledged four voice and data switches located in
Pennsylvania, Washington, Colorado, and Texas, to secure repayment
of a prepetition loan from UMB Bank.  The equipment secures an $8
million promissory note signed by Vartec in August 2001.  
Approximately $1.3 million of the principal amount remains
outstanding as of July 2005.

Vartec will continue to pay UMB Bank interest on the principal
outstanding under the promissory note postpetition.  The Debtors
do not disclose the actual amount of the payments to be made.

The Honorable Steven A. Felsenthal will convene a hearing to
discuss the Debtors' request on August 18, 2005 at 2:00 p.m. in
Dallas, Texas

A copy of the Security Agreement is available for a fee at:

     http://www.researcharchives.com/bin/download?id=050714024232
  
                     About UMB Bank

UMB Financial Corporation is a regional, multi-bank holding
company with locations in Missouri, Illinois, Colorado, Kansas,
Oklahoma and Nebraska. Since 1913, UMB has served Midwestern
communities with outstanding customer service, innovation and
sound banking principles.

The holding company, along with its lead bank, UMB Bank, N.A.,
offers a wide range of products for individuals and businesses
including: traditional banking products, treasury management,
investments, trust and wealth management, insurance, annuities,
loans, financial planning and brokerage services.

                  About Vartec Telecom

Headquartered in Dallas, Texas, Vartec Telecom Inc.
-- http://www.vartec.com/-- provides local and long distance  
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No. 04-
81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq., and
Richard H. London, Esq., at Vinson & Elkins, represent the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, it listed more than $100 million in
assets and debts.


XYBERNAUT CORP: Potential Lender Won't Pursue DIP Financing
-----------------------------------------------------------
Xybernaut Corporation disclosed in a regulatory filing with the
Securities and Exchange Commission that its unidentified lender
decided not to pursue a commitment letter for a debtor-in-
possession financing in the event the Company seeks to file for
bankruptcy protection.  The Company made a $125,000 initial
expense deposit to the potential lender in connection with a
letter agreement dated June 30, 2005.

The potential lender based its decision on due diligence
undertaken in connection with the possible financing, and
returned approximately $54,000 to Xybernaut of the initial
deposit on July 8, 2005.

"The Company continues to face a severe liquidity crisis and
possible insolvency," Perry L. Nolen, the Company's President and
Chief Executive Officer, relates in a regulatory filing delivered
to the Securities and Exchange Commission.  The Company previously
disclosed that it retained Alfred F. Fasola, a consultant with
extensive financial and management restructuring expertise to
advise the Company with  respect to reducing costs, conserving
cash, restructuring and other alternatives to attempt to maximize
shareholder value.  Mr. Fasola was involved years ago with
Herman's Sporting Goods' chapter 11 proceedings.

A long list of other problems plaguing Xybernaut were reported in
the Troubled Company Reporter on May 4, 2005.  Since that time,
the company's shares have been delisted from the NASDAQ, class
action lawsuits have been filed against the Company and certain of
its current and former officers and directors, and federal
prosecutors have commenced an investigation into the Company.

On June 1, 2005, Xybernaut Corporation entered into an engagement
letter with IP Innovations Financial Services, Inc., to act as a
strategic and financial advisor to the Company and to assist the
Company in its analysis, consideration and, if appropriate,
execution of various financial and strategic alternatives.

Pursuant to the engagement letter, IPI is:

    i) advising the Company and developing and preparing a
       valuation report that assesses the market value of the
       Company's intellectual property in a monetization scenario;

   ii) providing general financial and strategic advisory services
       for the operation of the Company, including assisting the
       Company in evaluating potential investors in the business
       or acquirers of the business of the Company; and

  iii) advising and assisting the Company in obtaining suitable
       financing and/or debtor-in-possession financing to meet the
       Company's needs.

In consideration for these services, the Company will pay IPI (i)
a flat fee of $63,250 for the IP valuation report; (ii) $25,000
per month for a minimum of six months for the advisory services
relating to potential investors and acquirers, and if the Company
completes an acquisition transaction, a transaction advisory fee
equal to one percent of the transaction consideration; and (iii) a
transaction advisory fee equal to 3% of the principal amount of
any financing obtained by the Company as a result of IPI's
advisory services.

                        CFO Resigns

Bruce C. Hayden, the Company's Senior Vice President and Chief
Financial Officer, resigned from his posts effective July 8, 2005.

In addition, Phillip E. Pearce resigned as a Company director
effective July 7, 2005.  Noritsugu Yamaoka resigned as director
effective July 11, 2005.

                      About the Company

Xybernaut Corporation -- http://www.xybernaut.com/-- provides   
wearable/mobile computing hardware, software and services,
bringing communications and full-function computing power in a
hands-free design to people when and where they need it.
Headquartered in Fairfax, Virginia, Xybernaut has offices and
subsidiaries in Europe (Benelux, Germany, UK) and Asia (Japan,
China, Korea).  The company latest balance sheet delivered to the
Securities and Exchange Commission, dated Sept. 30, 2004, shows
$17 million in assets.


YUKOS OIL: Chukotka Ct. Orders Yukos to Return 14.5% Sibneft Stake
------------------------------------------------------------------
A court in the Chukotka peninsula of Russia directed Yukos Oil
Company to return 14.5% of Sibneft to the company's major
shareholders, Bloomberg New reports.

Yukos agreed to merge with Sibneft in 2003 through a $13.9 billion
cash and stock purchase transaction.  The deal collapsed when
Russia asserted tax claims against Yukos and Yukos founder Mikhail
Khodorkovsky was arrested.

Michael Teagarden and Torrey Clark of Bloomberg relate that Yukos
has returned its 57.5% stake in Sibneft in October 2004.  Yukos
still holds 34.5% in Sibneft, including a 20% stake for which it
paid $3 billion in cash and a 14.5% stake acquired through a share
swap.

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: Cypriot Subsidiary Sells Stake in Geoilbent Holdings
---------------------------------------------------------------
Yukos Oil Company's Cypriot subsidiary has sold its 34% stake in
energy holding company Geoilbent to Russneft, according to Russian
daily Kommersant.

Financial details of the transaction were not revealed, but
RosBusinessConsulting previously reported that the stake is worth
between $150 to $170 million.

Russneft is a non-listed company that just entered the Russian oil
industry.  Russneft is rumored to be behind the lawsuit to halt
the sale of the remaining 66% of Geoilbent.  The case was brought
by Broadwood Trading & Investments Ltd., which has claimed pre-
emption rights over the majority stake.  Russneft has denied the
allegations.

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)


* Allan Brilliant Co-Chairs Goodwin Procter's Insolvency Group
--------------------------------------------------------------
Goodwin Procter LLP, a leading national law firm with offices in
Boston, New York, New Jersey and Washington, D.C., announced the
addition of Allan S. Brilliant to the firm's Insolvency and
Business Reorganization Practice.  Mr. Brilliant joins the firm as
partner in its New York office and will co-chair the Insolvency
and Business Reorganization Practice with Emanuel C. Grillo.

Mr. Brilliant concentrates his practice in bankruptcy
reorganizations and non-judicial workouts and restructurings
representing debtors, bank groups, bondholder committees, asset
acquirers and unsecured creditors' committees in complex
restructurings and reorganizations.

Mr. Brilliant was lead counsel to Envirodyne Industries, Viskase
Corporation and Ben Franklin Retail Stores in their respective
Chapter 11 cases.  He also was lead counsel to the Bank Group in
Chapter 11 cases for Global Crossing, Levitz Furniture, Network
Plus and Key3Media.  He was counsel to Bondholders Committee in
the restructurings of Cornerstone Propane, Motient Corporation and
Orbcomm.

Mr. Brilliant joins the firm from Milbank, Tweed, Hadley & McCloy
LLP where he was a partner and member of that firm's Financial
Restructuring Group.  He received his B.S. cum laude in business
from The Wharton School of Business at the University of
Pennsylvania and his J.D. cum laude from Northwestern University.

                    About Goodwin Procter LLP

Goodwin Procter LLP -- http://www.goodwinprocter.com/-- is one of  
the nation's leading law firms.  The firm's core areas of practice
are corporate, litigation and real estate, with specialized areas
of focus that include financial services, private equity,
technology companies, REITs and real estate capital markets,
intellectual property and products liability.  Goodwin Procter is
headquartered in Boston, with offices in New York, New Jersey and
Washington, D.C.


* Arthur Marriott & Deborah Ruff Join LeBoeuf Lamb in London
------------------------------------------------------------
The international law firm of LeBoeuf, Lamb, Greene & MacRae LLP
announced that Arthur Marriott QC, one of the first two solicitors
ever to be honored as Queen's Counsel, and Deborah Ruff have
joined the Firm as partners in its litigation practice.  They will
be based in LeBoeuf Lamb's London office, bringing the number of
partners in London to 20.  Both were previously with the London
office of Debevoise & Plimpton LLP.

"We are delighted and honored to welcome two partners of such high
caliber to our fast-growing London office," LeBoeuf Lamb Chairman,
Steven H. Davis said.  "Arthur Marriott's vast experience and
towering reputation are unmatched in the field of arbitration. He
and Deborah Ruff will fortify our already strong litigation team
in London.

"The addition of Arthur and Deborah underscores once again our
commitment to hiring talented and accomplished lawyers that can
address our clients' most challenging legal issues," said Mr.
Davis.

London Managing Partner, Peter Sharp said, "I am delighted Arthur
Marriott and Deborah Ruff are joining our growing team in London.
We are committed to expanding our global dispute resolution
capabilities and providing the best quality of service to our
clients worldwide.  Arthur and Deborah will help us continue to
achieve this goal."

Arthur Marriott has extensive experience as counsel in all forms
of international commercial arbitration and litigation throughout
the world, including oil and gas, civil engineering, construction
and joint venture disputes.  Mr. Marriott also represents clients
in complex commercial litigation in the English courts.  He has
been appointed as a Recorder and Deputy High Court Judge, again
one of the first two solicitors ever to attain that position.  He
is also a President of Mental Health Review Tribunals.

Key positions Mr. Marriott holds are member of the Council of the
International Council for Commercial Arbitration (ICCA), member of
the board of the London Court of International Arbitration (LCIA),
member of the board of the Hong Kong International Arbitration
Centre (HKIAC), Fellow of the Chartered Institute of Arbitrators
and a Chartered Arbitrator.

During the course of his career, Mr. Marriott has published and
spoken widely on the subjects of international arbitration and
ADR.  He is the co-author of ADR Principles and Practice (First
Edition Sweet & Maxwell 1993, Second Edition 1999), and a co-
editor of, and author in, the Handbook of Arbitration Practice (3d
ed. 1997 Sweet & Maxwell).  He was also a principal proponent of
the reform of English legislation governing arbitration, which
resulted in the passage of the Arbitration Act 1996.

Deborah Ruff also joins LeBoeuf Lamb from Debevoise & Plimpton
LLP's London office where she had worked since 2000.  Prior to
Debevoise & Plimpton, Ms. Ruff had trained and worked at the law
firm of Richards Butler.  Before becoming a lawyer she was an
analyst with Saudi Aramco and an analyst and in business
development with Batis.

Ms. Ruff's practice includes a wide variety of international
arbitration cases, both institutional and ad hoc, and
international litigation (Commercial Court and Chancery).  She has
advised clients on International Centre for Settlement of
Investment Disputes (ICSID), Bilateral Investment Treaty (BIT),
LCIA, American Arbitration Association (AAA) and International
Chamber of Commerce (ICC) arbitrations.

LeBoeuf, Lamb, Greene & MacRae LLP has more than 600 lawyers
practicing in 20 offices worldwide.  Well known as one of the
preeminent legal services providers to the energy and
insurance/financial services industries, the Firm has built upon
these strengths to gain prominence in corporate, litigation,
insolvency, taxation, environmental, real estate and
technology/intellectual property practices.


* BOOK REVIEW: Managing a Health Care Alliance
----------------------------------------------
Author:     Arnold D. Kaluzny, Richard B. Warnecke, and
Associates
Publisher:  Beard Books
Softcover:  241 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587980843/internetbankrupt

Written for health care managers, policy makers, and health
service providers alike, Managing a Health Care Alliance describes
the establishment and potential of organizational alliances
dedicated to providing state-of-the-art health care for local
communities.  The book grew out of an evaluation of the Community
Clinical Oncology Program (CCOP)-a groundbreaking initiative
funded by the National Cancer Institute (NCI)-that linked 52
communities from Massachusetts to California with major research
centers.  CCOP is directed and monitored by NCI's Division of
Cancer Prevention.

The authors' goals in writing the book were to demonstrate the
potential impact of public-private alliances on the provision of
cancer care in the community; to improve management of these
alliances through better decisionmaking by participants; and to
advance thinking about the role of alliances in other areas of
health care delivery.

First published in 1996, this Beard Books edition includes a new
preface written by the current director and associate director of
NCI's Division of Cancer Prevention.  This preface brings CCOP's
activities up to date and discusses the evaluation findings from
the perspective of the passing of four years.

CCOP represented a change in attitude from previous NCI efforts to
assist cancer-care centers in reaching out beyond the confines of
their own institutions.  In previous programs, participating
physicians could enroll patients in protocols used by sponsoring
institutions but were not given membership in the research groups
in those institutions. One of the founders of CCOP said, "(w)e
created the specialty of medical oncology and it grew like
wildfire.  You suddenly have out there some 2,800 physicians who
are young and well-trained, who are going to, one way or another,
treat this population of patients.  They might as well be part of
the research effort."

From inception in 1983 to 1986, CCOP focused on the development of
concepts and the testing of chemical agents in the treatment of
acute leukemias and solid tumors.  In 1986, NCI expanded CCOP's
mission to include trials of cancer prevention and controls.  The
program's launch was not without its difficulties.  As one
community oncologist said, "(t)he initial response of community
oncologists has generally been positive and enthusiastic but
tempered by a sense of caution and even suspicion. Community
oncologists.are apprehensive at the complexities of the mechanisms
dealing with the federal bureaucracy and potential loss of control
of their patients."  Managing Health Care Alliances shows how all
participants overcame caution, suspicion and other obstacles to
create an effective, far-reaching oncology program.

Using CCOP as an example, Drs. Kaluzny and Warnecke demonstrate
clearly and cogently how to meet the challenges of providing
quality health services by creating new organizational models-
working, strategic alliances between public and private
participants.  They offer compelling evidence of the effectiveness
of joining clinical research facilities and community providers.  
Their work concluded that the research centers indeed benefit from
the pool of diverse participants in clinical trials, and the
communities have access to state-of-the-art care.

This authoritative book is essential reading for those who want to
deliver better care to patients through the mechanism of
alliances.  It deals with highly technical information, but is
highly readable and doesn't "talk down" to the layperson.

Arnold D. Kaluzny is Professor of Health Policy and
Administration, School of Public Health, a Senior Research Fellow
at the Cecil G. Sheps Center for Health Services Research, and a
member of the Lineberger Comprehensive Cancer Center, University
of North Carolina at Chapel Hill.

Richard B. Warnecke is Professor of Epidemiology, Sociology and
Public Administration, School of Public Health, University of
Illinois at Chicago.  He is also Director of the Health Policy
Center and Associate Director for Cancer Control and Education at
the Cancer Center.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***