TCR_Public/050718.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, July 18, 2005, Vol. 9, No. 168

                          Headlines

ACURA PHARMACEUTICALS: Equity Deficit Widens to $3.6MM at June 30
AMERUS GROUP: S&P Assigns BB+ Stock Rating on $1.5 Billion Shelf
ARIAS ACQUISITIONS: Moody's Rates Planned $200MM Debt at (P)B2
BAY HARBOUR: Case Summary & 20 Largest Unsecured Creditors
BRIDGEWATER SPORTS: Court Formally Closes Chapter 11 Case

BUITRON ENTERPRISES: Case Summary & 18 Largest Unsecured Creditors
CALPINE CORP: Accepts $139 Mil. of Sr. Sec. Notes in Tender Offer
CALPINE CORP: Redeems $517.5M HIGH TIDES III Preferred Securities
CALPINE CORP: Sells 50% of Grays Ferry to Thermal for $37.4MM
CATHOLIC CHURCH: Court Approves Portland's Nation Union Settlement

CATHOLIC CHURCH: Court Sets Aug. 23 to Hear Tucson's Abuse Claims
CATHOLIC CHURCH: Tucson Wants Settlement with Insurers Approved
CELLSTAR CORP: Stanford Won't Pursue $25M Convertible Debt Deal
DELTA AIR: 12,000 Employees Petition Congress on Pension Reform
DELTA AIR: Highbridge & Satellite Asset Selling $97.85M Sr. Notes

DELTA AIR: Raises Fare Cap by $100 & Other Airlines Follow Suit
DIGITAL VIDEO: Nasdaq SmallCap Halts Common Stock Trading
ENRON CORP: Settles Civil Disputes in Western Energy Market
EPCO HOLDINGS: S&P Rates $1.9 Billion Loans at B+
FARMLAND IND: Court Okays Auction of FC Stone Common Shares

FEDERAL-MOGUL: Wants to Hire Hanly & Conroy as Asbestos Counsel
FELTS FINE: Case Summary & 20 Largest Unsecured Creditors
GE COMMERCIAL: Moody's Affirms $2.96MM Class O Cert.'s B3 Rating
GENOA HEALTHCARE: Moody's Junks Proposed $50MM 2nd Lien Term Loan
GEOLOGISTICS: Questor Partners Sells Company to PWC Logistics

GRANT PRIDECO: Moody's Rates $175 Million Sr. Unsec. Notes at Ba2
GRANT PRIDECO: Prices $200 Million of 6-1/8% Senior Notes
GT BRANDS: Wants Interim Access to DIP Loan & Cash Collateral
HCA INC: Inks Pact to Sell Five Hospitals to LifePoint
HERITAGE VILLAGE: Voluntary Chapter 11 Case Summary

INTEGRATED PERFORMANCE: Pays $500K to Resolve Legacy Bank Dispute
JO-ANN STORES: Good Performance Prompts S&P to Lift Ratings
KB TOYS: Bankruptcy Court Approves Disclosure Statement
KB TOYS: PKBT Funding Wins Bid to Finance Reorganization Plan
KMART CORP: Lennar Wants to Withdraw Reference of Milton Issues

KMART CORP: Michal Sanford Asks Court for Leave to File Claim
LEROY WICKLUND: Voluntary Chapter 11 Case Summary
LIFEPOINT HOSPITALS: Buying Five Hospitals from HCA for $285 Mil.
LOCATEPLUS HOLDINGS: Completes $8 Million Financing
LONG BEACH: S&P Pares Ratings on Two Certificate Classes to B

MADISON RIVER: Moody's Rates Proposed $525MM Facilities at B1
MADISON RIVER: S&P Rates $525 Million Loans at B+
MERCADO EL: Voluntary Chapter 11 Case Summary
MIRANT CORP: Asks Court to Disallow Avon Park's $1.25M Claim
MIRANT CORP: Bankr. Court Approves Mirant Canal's Consent Order

MOREHEAD MEMORIAL: Moody's Withdraws Ba1 Rating on $7 Mil. Bonds
NAPIER ENVIRONMENTAL: Inks New $5 Million Loan Agreements
NCD INC: Wants to Hire Jennings Strouss as Bankruptcy Counsel
NEWCARE HEALTH: Court Denies Ch. 7 Trustee's Settlement Agreement
NORTHWEST AIRLINES: Says Labor Cuts & Pension Reforms Necessary

NORTHWESTERN CORP: Shareholders Re-Elect Six Directors to Board
NUTRAQUEST: Pays $1 Million to New Jersey to Settle Ad Suit
O'SULLIVAN IND: Uses 30-Day Grace Period to Evaluate Alternatives
OR-CAN LLC: Voluntary Chapter 11 Case Summary
PARMALAT GROUP: Citigroup, BofA, et al., Dismissed from Suit

PJC FOODS: Case Summary & 20 Largest Unsecured Creditors
POLARIS NETWORKS: Hires Levene Neale as Bankruptcy Counsel
PONDERLODGE INC: Wants to Hire Obermayer Rebmann as Bankr. Counsel
PRICELINE.COM: Acquires Bookings B.V. for $133 Million
PRICELINE.COM: Updates 2005 Guidance Following Asset Purchase

RUSSELL CORP: Downward Earnings Revision Cues S&P's Negative Watch
S-TRAN HOLDINGS: Wants More Time to Decide on Leases
SAINT VINCENTS: Asks Court to Grant Priority To Outstanding Goods
SAINT VINCENTS: Wants to Maintain Workers' Compensation Programs
SALTON INC: S&P Withdraws D Ratings After Interest Payment

STELCO INC: Files CCAA Plan of Arrangement Outline in Ontario
STELCO INC: Might Not Get Shareholder Consensus on Plan Today
TRIM TRENDS: Can Continue Hiring Ordinary Course Professionals
TRIM TRENDS: Gets Final Court Order on Post-Petition Financing
TRUMP HOTELS: 19 Former Shareowners Want to Enforce Record Date

TRUMP HOTELS: Agrees With Thermal to Expunge $2,784,852 Claim
TRUMP HOTELS: Objects to 30 Bondholders' Proofs of Claim
UNITED RENTALS: Expects Self-Insurance Reserve Restatement
UNITED RENTALS: Gives CFO 30 Days to Cooperate or Be Fired
UNITED RENTAL: Moody's Junks Quarterly Income Preferred Securities

UNITED RENTALS: CFO's Likely Termination Cues S&P to Retain Watch
US AIRWAYS: Asks Court to Fix Solicitation & Voting Procedures
US AIRWAYS: Executive Vice President Bruce Ashby Resigns
VARTEC TELECOM: Asks Court to Extend Exclusive Periods
VARTEC TELECOM: Modifies Kane Russell's Retention Terms

WILLIAM CARTER: Parent Completes $312MM OshKosh B'Gosh Acquisition
WILLIAM CARTER: Pays $132.9 Million in Cash Tender Offer
WINN-DIXIE: Committee Wants Until Aug. 25 to Challenge DIP Liens
WINN-DIXIE: Landlord Argues Lease Buyout Pact Can't Be Rejected
WORLDCOM INC: Court Denies Move to Expunge Litigants' $690M Claims

WORLDCOM INC: Wants Summary Judgment on 121 Opt-Out Claims
YUKOS OIL: Moscow Court Suspends Yugansk's Compensation Lawsuit
YUKOS OIL: Oil Production Drops to 13 Million Tons

* LeBoeuf Lamb Adds Timothy Moran & Vanessa Wilson in Washington
* BOND PRICING: For the week of July 11 - July 15, 2005

                          *********

ACURA PHARMACEUTICALS: Equity Deficit Widens to $3.6MM at June 30
-----------------------------------------------------------------
Acura Pharmaceuticals, Inc. (OTCBB:ACUR) reported a net loss of
$1.4 million for the quarter ended June 30, 2005, compared to a
net loss of $17.1 million for the same period in 2004.  Included
in the quarter ended June 30, 2004, is a non-cash charge of
$13.8 million for amortization of debt discount and private debt
offering costs.

For the six months ended June 30, 2005, the Company's net loss was
$3.3 million or $0.15 per share compared to a net loss of $16.4
million or $0.76 per share for the same period in 2004.  During
the six months ended June 30, 2004, the Company recorded gains of
$12.4 million from debt restructuring and $1.8 million from the
divestment of certain non-revenue generating assets.  Expenses for
the six month period ended June 30, 2004 included, among other
things, a non-cash charge for amortization of debt discount and
private debt offering costs of $24.7 million or $1.14 per share.

          Commercial Strategy and Cash Reserves Update

The Company plans to enter into development and commercialization
agreements with strategically focused pharmaceutical company
partners providing that such Partners license the Company's
Aversion(TM) Technology and further develop, register and
commercialize multiple formulations and strengths of orally
administered opioid containing finished dosage products utilizing
the Aversion(TM) Technology.  The Company believes it will derive
revenues through licensing fees, milestone payments, profit
sharing and/or royalties on net sales of such products.  To date
the Company does not have any such collaborative agreements.  

The Company can make no assurance that it will be able to
negotiate such agreements on favorable terms and, even assuming
that such agreements are successfully executed, that the
milestones will be achieved and the milestone payments will be
subsequently made by our Partners.  Accordingly, the Company must
rely on its current cash reserves to fund the development of its
Aversion(TM) Technology and related ongoing administrative and
operating expenses.  The Company estimates that its current cash
reserves will be sufficient through late August 2005 and that
additional funding will be required.  No assurance can be given
that the Company will be successful in obtaining any such
additional funding or in securing licensing agreement fees with
Partners on acceptable terms, if at all, or if secured, that such
financing or licensing agreement fees will provide for payments to
the Company sufficient to fund continuing operations.  

                        Bankruptcy Warning

Acura Pharmaceuticals, Inc., warns that in the absence of
financing or fees from third-party licensing agreements, it will
be required to scale back or terminate operations, seek protection
under applicable bankruptcy laws, or both.

Acura Pharmaceuticals, Inc., together with its subsidiaries, is an
emerging pharmaceutical technology development company
specializing in proprietary opioid abuse deterrent formulation
technology.

At June 30, 2005, Acura Pharmaceutical's balance sheet showed a
$3,569,000 stockholders' deficit, compared to a $1,085,000 deficit
at Dec. 31, 2004.


AMERUS GROUP: S&P Assigns BB+ Stock Rating on $1.5 Billion Shelf
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB+'
senior unsecured debt, 'BBB' subordinated debt, 'BBB-' preferred
stock, and 'BB+' perpetual preferred stock ratings to AmerUs Group
Co.'s (NYSE:AMH) $1.5 billion shelf registered securities.

The ratings on this shelf are based on the ratings on AMH.  "The
AMH ratings reflect its insurance subsidiaries' very strong
competitive position in the equity-indexed life and equity-indexed
annuity markets, improving cash flows and earnings capacity, very
strong liquidity, and moderate debt leverage," said Standard &
Poor's credit analyst Jose Siberon.  "Offsetting these positive
factors are significant amounts of hybrid debt in its capital
structure and high double leverage for the rating."

Proceeds from the sales of these registered securities is expected
to be used for general corporate purposes.  AMH is the holding
company for AmerUs Life Insurance Co., American Investors Life
Insurance Co. (KS), Indianapolis Life Insurance Co., Bankers Life
Insurance Co. of NY, and Financial Benefit Life Insurance Co.


ARIAS ACQUISITIONS: Moody's Rates Planned $200MM Debt at (P)B2
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating to Arias Acquisitions Inc., the holding company for HBW
Services, LLC.  In addition, Moody's assigned a prospective B2
rating to Arias' planned $200 million senior secured bank credit
facility, and a prospective Caa1 rating to Arias' planned $50
million senior subordinated notes.  The credit facility is
expected to consist of a $175 million term loan and a $25 million
revolving credit facility.

The proceeds from the proposed financing are expected to be used
to:

   * pay a substantial dividend to the company's private equity
     owners;

   * pay a bonus to management; and

   * refinance existing indebtedness.

The outlook for the company's ratings is stable.

The ratings assigned by Moody's reflect:

   * HBW Services' leading market position;
   * its unique strengths;
   * experience; and
   * expertise in its niche market of home warranty coverage.

In addition, the relatively low level of penetration within the
home warranty coverage market creates opportunities for growth.
These strengths, however, are offset by an aggressive financial
leverage profile (pro forma debt-to-EBITDA of 4.3), as well as the
transition uncertainties associated with the intended separation
of HBW Services (the group's sales and services operations) from
the insurance companies that retain the primary insurance risk for
HBW Services' new home warranty product.

In spite of a separation of the legal entities that own the
insurance companies from those that own the services companies,
Moody's believes that HBW Services will remain dependent, at least
in part, on the acceptance of underwriting risk by related
insurance entitles whose historic financial results appear to have
been highly volatile and somewhat unprofitable (though Moody's
notes that HBW has historically been able to obtain reinsurance
coverage from third parties).  The rating agency further believes
that HBW Services faces limitations in its ability to find other
primary third party insurers willing to underwrite its new home
warranty product under terms and rates similar to those of its
related insurers (i.e. at loss ratios well above 100% at the
primary level).

Moody's is also concerned about HBW Services' dependence on the
housing market which is potentially near a cyclical peak and which
could face a decline over the medium term.  A decline in either
market prices or real-estate transaction volume could pressure HBW
Services' margins, leading to the possible triggering of debt
covenants or an inability to meet fixed obligations.  Also
factored into Moody's analysis is the limited disclosure regarding
the historic performance of HBW Services and its various related
insurance operations given private ownership of the company.

The outlook for the ratings is stable and reflects Moody's
expectations that HBW Service's financial profile will continue to
be strained over the medium term.  The company's ratings, however,
could be positively impacted if financial leverage were to
moderate (e.g. debt-to-EBITDA below 3.5x on a sustained basis)
while revenue and earnings continued to exhibit healthy organic
growth (e.g. greater than 8% annually).  Ratings could be
negatively impacted if the company was not able to maintain a
healthy level of growth or if it were to trigger its financial
covenants, which currently allow little room for a slowdown in
earnings.

Arias Acquisitions Inc. is the holding company for HBW Services
LLC, an Aurora, Colorado-based provider of home warranty products.
Arias Acquisitions is in turn majority-owned by private equity
firm Brera Capital Partners, LLC.  HBW Services reported $156
million in total revenue and $130 million in owners' equity for
the year ended December 31, 2004.


BAY HARBOUR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bay Harbour Electric, Inc.
        1606 Harper Drive
        Erie, Pennsylvania 16505

Bankruptcy Case No.: 05-12309

Type of Business: The Debtor is an electrical contractor.
                  See http://www.bheinc.com/

Chapter 11 Petition Date: July 14, 2005

Court: Western District of Pennsylvania (Erie)

Debtor's Counsel: Robert S. Bernstein, Esq.
                  Bernstein Law Firm, P.C.
                  2200 Gulf Tower
                  Pittsburgh, Pennsylvania 15219
                  Tel: (412) 456-8101
                  Fax: (412) 456-8251

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Atlantic Mutual               Complaint in            $1,800,000
Insurance Co.                 District Court of
c/o Thomas M. Moore, Esq.     New Jersey
McElroy Deutsch Mulvaney &
Carpenter
P.O. Box 2075
Morristown, NJ 07962-2075

Hunton & Williams                                       $258,800
Attn: David Beall
Riverfront Plaza 2,
East Tower
951 East Bryd Street
Richmond, VA 23219

Scott Electric - Erie                                   $244,879
1840 East 10th Street
Erie, PA 16511

Benefit Administrators, Inc.                            $193,376

Cohen Seglias Pallas                                    $184,346
Greenhall & Furman

American Express - NJ                                   $131,217

Hite Co. - Beaver                                        $88,353

Weber Electric Supply                                    $68,801

Citibank - Nevada                                        $48,466

Cardello Electric - WV                                   $36,195

Capital Lighting, Inc.                                   $33,920

Hite Co. - Cleveland                                     $28,765

CED - Leader Electric, Inc.                              $26,732

Hill Phoenix, Inc.                                       $23,685

Zimmer Concrete & Excavating                             $21,354

MBNA America                                             $20,817

Citi Cards                                               $18,505

PA Dept. of Revenue           Sales tax                  $18,025

Chase Platinum Visa                                      $18,005

Calvert Wire & Cable                                     $17,587


BRIDGEWATER SPORTS: Court Formally Closes Chapter 11 Case
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey entered a
final decree closing Bridgewater Sports Arena, L.P.'s chapter 11
case.

As previously reported in the Troubled Company Reporter on    
March 21, 2005, the Debtor asked the Court to close its chapter 11
case after disbursing the $8.1 million of cash generated from the
sale of its assets to DJD Amusements LLC pursuant to the confirmed
modified Second Amended Plan of Reorganization.

Headquartered in Bridgewater, New Jersey, Bridgewater Sports
Arena, L.P., is a recreational facility in Central New Jersey.
The Company filed for chapter 11 protection on August 5, 2003
(Bankr. N.J. Case No. 03-35809).  Brian L. Baker, Esq., and Morris
S. Bauer, Esq., at Ravin Greenberg, PC, represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated debts and assets of over
$50 million each.  The Company's Second Amended Plan of
Reorganization was confirmed in November 23, 2005.


BUITRON ENTERPRISES: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Buitron Enterprises, Inc.
        dba Lopez Supermarket
        1221 North 7th Street
        Harlingen, Texas 78550

Bankruptcy Case No.: 05-10915

Type of Business: The Debtor owns and operates a grocery
                  store located in Harlingen, Texas.

Chapter 11 Petition Date: July 15, 2005

Court: Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Richard S. Hoffman, Esq.
                  Andarza & Hoffman, P.C.
                  500 West 16th Street, Suite 103
                  Austin, Texas 78701
                  Tel: (956) 544-2345
                  Fax: (512) 322-9802

Total Assets: $1,045,000

Total Debts:  $1,271,839

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Grocers Supply                Supplies                  $487,000
P.O. Box 14200                Value of security:
Houston, TX 77007             $400,000

Internal Revenue Service      941 taxes                 $174,000
300 East 8th Street
STOP5026AUS
Austin, TX 78701

City of Harlingen             Property taxes             $26,973
CISD
P.O. Box 2643
Harlingen, TX 78551-2643

First Choice Meats            Supplies                   $25,000

E De La Garza                 Loan                       $20,400

Nicko Produce                 Supplies                   $20,125

Freedom Dist.                 Supplies                   $14,297

Action Meat Dist.             Supplies                   $13,814

Morfort Meat Co.              Supplies                   $11,716

Big Red, Seven Up             Supplies                   $10,131

Texas Comptroller of          Credit Card                 $7,500
Public AC

US Bank                       Loan                        $6,810

Andarza & Hoffman, P.C.       Attorney Fees               $5,839

Hino Electric                 Utilities                   $4,500

Pepsi Cola                    Supplies                    $4,000

Carts & Parts                 Supplies                    $3,412

C.I.T. Fin Services           Professional                $3,224

One Source Magazine           Advertisement               $3,007


CALPINE CORP: Accepts $139 Mil. of Sr. Sec. Notes in Tender Offer
-----------------------------------------------------------------
Calpine Corporation (NYSE: CPN) has accepted for payment
$138,895,000 aggregate principal amount of its outstanding 9-5/8%
First Priority Senior Secured Notes due 2014 under the terms of
the tender offer commenced June 9, 2005, to purchase for cash any
and all of the outstanding Notes.  Payment for the Notes accepted
for purchase and return of all other Notes tendered and not
accepted for purchase will be carried out promptly by the tender
agent.  With completion of the tender offer, the Company now has
approximately $646,105,000 aggregate principal amount of Notes
outstanding.

The Company recently completed the disposition of its remaining
U.S. gas assets.  The consummation of the Gas Divestiture
qualifies as an "Asset Sale" under the Indenture, dated as of
September 30, 2004, between the Company and Wilmington Trust
Company, as Trustee, pursuant to which the Notes were issued.    
Accordingly, the Offer was made in compliance with the Indenture's
requirements applicable to repurchases and repayment of the Notes
using the proceeds of "Asset Sales" such as the Gas Divestiture.

For questions and information about the tender offer, contact the
information agent:

               MacKenzie Partners, Inc.
               Telephone 877-278-6310

Calpine Corporation -- http://www.calpine.com/-- supplies       
customers and communities with electricity from clean, efficient,  
natural gas-fired and geothermal power plants.  Calpine owns,  
leases and operates integrated systems of plants in 21 U.S.  
states, three Canadian provinces and the United Kingdom.  Its  
customized products and services include wholesale and retail  
electricity, natural gas, gas turbine components and services,  
energy management, and a wide range of power plant engineering,  
construction and operations services.  Calpine was founded in  
1984.  It is included in the S&P 500 Index and is publicly traded  
on the New York Stock Exchange under the symbol CPN.  

                         *     *     *  

As reported in the Troubled Company Reporter on June 23, 2005,    
Standard & Poor's Ratings Services assigned its 'CCC' rating to  
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent  
convertible notes due 2015.  The proceeds from that convertible    
debt issue will be used to redeem in full its High Tides III    
preferred securities.  The company will use the remaining net    
proceeds to repurchase a portion of the outstanding principal    
amount of its 8.5% senior unsecured notes due 2011.  S&P said its    
rating outlook is negative on Calpine's $18 billion of total debt    
outstanding.  

As reported in the Troubled Company Reporter on May 16, 2005,  
Moody's Investors Service downgraded the debt ratings of Calpine  
Corporation (Calpine: Senior Implied to B3 from B2) and its  
subsidiaries, including Calpine Generating Company (CalGen: first  
priority credit facilities to B2 from B1).


CALPINE CORP: Redeems $517.5M HIGH TIDES III Preferred Securities
-----------------------------------------------------------------
Calpine Corporation (NYSE: CPN) completed the redemption of its
outstanding 5% HIGH TIDES III preferred securities, totaling
$517.5 million, of which $115.0 million was held by Calpine
Corporation.  The redemption price paid per each $50 principal
amount of HIGH TIDES III security was $50 plus accrued and unpaid
distributions to the redemption date in the amount of $0.50.  All
rights of holders of the HIGH TIDES III have ceased, except the
right of such holders to receive the redemption price, which has
been deposited with The Depository Trust Company, and such HIGH
TIDES III preferred securities have ceased to be outstanding.

Calpine Corporation -- http://www.calpine.com/-- supplies       
customers and communities with electricity from clean, efficient,  
natural gas-fired and geothermal power plants.  Calpine owns,  
leases and operates integrated systems of plants in 21 U.S.  
states, three Canadian provinces and the United Kingdom.  Its  
customized products and services include wholesale and retail  
electricity, natural gas, gas turbine components and services,  
energy management, and a wide range of power plant engineering,  
construction and operations services.  Calpine was founded in  
1984.  It is included in the S&P 500 Index and is publicly traded  
on the New York Stock Exchange under the symbol CPN.  

                         *     *     *  

As reported in the Troubled Company Reporter on June 23, 2005,    
Standard & Poor's Ratings Services assigned its 'CCC' rating to  
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent  
convertible notes due 2015.  The proceeds from that convertible    
debt issue will be used to redeem in full its High Tides III    
preferred securities.  The company will use the remaining net    
proceeds to repurchase a portion of the outstanding principal    
amount of its 8.5% senior unsecured notes due 2011.  S&P said its    
rating outlook is negative on Calpine's $18 billion of total debt    
outstanding.  

As reported in the Troubled Company Reporter on May 16, 2005,  
Moody's Investors Service downgraded the debt ratings of Calpine  
Corporation (Calpine: Senior Implied to B3 from B2) and its  
subsidiaries, including Calpine Generating Company (CalGen: first  
priority credit facilities to B2 from B1).

                        *      *      *

As reported in the Troubled Company Reporter on June 22, 2005,
Standard & Poor's Ratings Services placed its long-term ratings
for Bethpage, N.Y.-based cable TV operator Cablevision Systems
Corp. on CreditWatch with negative implications, including the
'BB' corporate credit rating.  Standard & Poor's also placed its
ratings on Cablevision's Rainbow Media Enterprises Inc. unit on
CreditWatch, with negative implications, including the 'BB'
corporate credit rating.  However, our "1" recovery rating of the
bank loan at unit Rainbow National Services LLC is not on Watch.


CALPINE CORP: Sells 50% of Grays Ferry to Thermal for $37.4MM
-------------------------------------------------------------
Calpine Corporation (NYSE: CPN) completed the sale of its 50-
percent interest in the 175-megawatt Grays Ferry Cogeneration
Facility to an affiliate of Thermal North America, Inc., for
$37.4 million.  Calpine announced plans for the sale of Grays
Ferry and three additional non-strategic power plants in June as
part of the company's program to reduce debt, increase cash flow
and optimize its power plant portfolio.  Calpine expects to use
net proceeds from the sale for corporate purposes, including the
repurchase of existing Calpine debt.

"This transaction represents another non-strategic asset sale and
advances our initiative to de-lever Calpine's balance sheet,
strengthen cash flow and enhance the long-term value of our power
plant portfolio," stated Calpine Chief Financial Officer Bob
Kelly.  "At $425 per kilowatt, we believe this asset sale
represents a very good value for Calpine's 50% interest in Gray's
Ferry.  And, while this is non-strategic asset for Calpine, it
provides TNAI with an opportunity to own a 100% interest in the
plant."

The asset sale also eliminates Calpine's 50% share of the
cogeneration facility's debt, representing a reduction of
approximately $21.6 million of Calpine's unconsolidated, non-
recourse project debt as of March 31, 2005.  The company expects
to record a loss on the sale of Grays Ferry totaling approximately
$20 million in the quarter ended June 30, 2005.

Grays Ferry entered operations in 1996 and delivers electricity to
PECO Energy Company under a long-term contract that expires in
2017.  As a cogeneration plant, it is contracted to supply steam
for Trigen-Philadelphia through 2022.  Calpine acquired its 50%
interest in Grays Ferry in 1999.

Calpine Corporation -- http://www.calpine.com/-- supplies       
customers and communities with electricity from clean, efficient,  
natural gas-fired and geothermal power plants.  Calpine owns,  
leases and operates integrated systems of plants in 21 U.S.  
states, three Canadian provinces and the United Kingdom.  Its  
customized products and services include wholesale and retail  
electricity, natural gas, gas turbine components and services,  
energy management, and a wide range of power plant engineering,  
construction and operations services.  Calpine was founded in  
1984.  It is included in the S&P 500 Index and is publicly traded  
on the New York Stock Exchange under the symbol CPN.  

                         *     *     *  

As reported in the Troubled Company Reporter on June 23, 2005,    
Standard & Poor's Ratings Services assigned its 'CCC' rating to  
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent  
convertible notes due 2015.  The proceeds from that convertible    
debt issue will be used to redeem in full its High Tides III    
preferred securities.  The company will use the remaining net    
proceeds to repurchase a portion of the outstanding principal    
amount of its 8.5% senior unsecured notes due 2011.  S&P said its    
rating outlook is negative on Calpine's $18 billion of total debt    
outstanding.  

As reported in the Troubled Company Reporter on May 16, 2005,  
Moody's Investors Service downgraded the debt ratings of Calpine  
Corporation (Calpine: Senior Implied to B3 from B2) and its  
subsidiaries, including Calpine Generating Company (CalGen: first  
priority credit facilities to B2 from B1).


CATHOLIC CHURCH: Court Approves Portland's Nation Union Settlement
------------------------------------------------------------------
As previously reported, the Archdiocese of Portland asked the U.S.
Bankruptcy Court for the District of Oregon to approve a
settlement and release agreement with National Union Fire
Insurance Company of Pittsburgh.  Under the proposed settlement,
National Union will be paying the Archdiocese $250,000, which is
the maximum amount the Archdiocese believes is currently due under
the National Union policy.

On September 14, 2004, the Archdiocese of Portland in Oregon filed
an adversary proceeding with the U.S. Bankruptcy Court for the
District of Oregon against various insurance companies,
particularly:

   1.  ACE USA, Inc.,
   2.  Centennial Insurance Company,
   3.  Fireman's Fund Insurance Company,
   4.  General Insurance Company of America,
   5.  Interstate Fire & Casualty Company,
   6.  Interstate Insurance Group,
   7.  National Union Fire Insurance Company of Pittsburgh,
   8.  One Beacon America Insurance Company,
   9.  St. Paul Fire and Marine Insurance, and
   10. Certain John Doe Insurance Companies

Portland demanded insurance coverage for tort claims asserted
against the Archdiocese.

National Union issues a claims-made excess policy to Portland that
covered abuse claims asserted against the Archdiocese up to the
expiration date of August 31, 2000.  The policy was excess of a
similar claims-made policy issued by Lexington Insurance Company,
with a self-insured retention of $150,000.  The Lexington policy
limits were exhausted by payments made to settle claims in 2000.  
Therefore, National Union dropped down to take the place of
Lexington.

A Tort Claimant asserted a claim during National Union's policy
period in 2000.  The Tort Claimant settled his case against the
Archdiocese for $400,000.  Therefore, Portland asserts that
National Union would be responsible for $250,000 above the
$150,000 self-insured retention.

*   *   *

At the debtor's behest, the Court approves the motion.

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: Court Sets Aug. 23 to Hear Tucson's Abuse Claims
-----------------------------------------------------------------
The confirmation of the Roman Catholic Archdiocese of Tucson
Arizona's Plan of Reorganization last week does not spell the end
of the Diocese's woes.  Some victims will still be heard in the
sex abuse settlement hearing on August 23, 2005, at 10:00 a.m.

Susan Boswell, Esq., at Quarles & Brady Streich Lang LLP, the
Diocese's counsel, said that six cases of alleged sexual abuse by
Diocesan clergy are headed for trial in the U.S. District Court.  
Details of the sex abuse claims are sealed by the Court to protect
the privacy of the claimants.

Retired Pima County Superior Court Judge Lena Rodriguez has been
called to serve as special master to review sex abuse cases that
were rejected by the Tort Claims Committee.  Two classes of
claimants will be allowed to come forward for an undetermined
period: those who are minors and those who are adults with
repressed memory.

Under the confirmed Plan, the Diocese expects to pay $22.2 million
to settle the sex abuse claims committed by priests and church
workers.  Eight alleged child molester priests are expected to be
named.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  The Honorable James Marlar approved the Diocese of
Tucson's Third Amended Plan on July 11, 2005.


CATHOLIC CHURCH: Tucson Wants Settlement with Insurers Approved
---------------------------------------------------------------
Before the Petition Date, Pacific Employers Insurance Co.,
Century Indemnity Insurance, and Motor Vehicle Casualty Company
issued to, or for the benefit of the Diocese of Tucson and certain
other parties, six insurance policies:

   Insurance                Policy No.        Policy Period
   ---------                ---------         -------------
   Century Indemnity
   Insurance                CP-04-96-78       06/17/77 - 06/01/78

   Pacific Employers        
   Insurance Co.            CP-DO-03-33-71-2  06/01/78 - 06/01/80

   Pacific Employers        
   Insurance Co.            DO-28-03-82-3     06/01/81 - 07/01/83

   Pacific Employers        
   Insurance Co.            INP-DO-80-41-143  07/01/83 - 07/01/84

   Motor Vehicle Casualty  
   Company                  MU-103969         07/01/82 - 07/01/83

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, relates that numerous individuals have asserted
claims against the Diocese for injuries allegedly suffered due to
sexual abuse by priests hired, supervised, or maintained by the
Diocese.

According to Ms. Boswell, certain disputes between the Diocese and
the insurers have arisen and would be likely to arise in the
future concerning the insurers' position regarding the nature and
scope of their responsibilities, if any, to provide coverage to
the Diocese and other parties under the Policies for the Tort
Claims.  This includes:

   -- the sufficiency of the evidence of the existence and terms
      of the Policies;

   -- whether policy terms of exclusions provide or preclude
      coverage for the Tort Claims;

   -- whether the Diocese has complied with certain conditions
      precedent to coverage contained in the Policies; and

   -- whether and to what extent the costs incurred in connection
      with the Tort Claims are allocable to the Policies.

Mindful of the (i) significant costs to the estate to litigate its
coverage claims against the insurers either through an adversary
proceeding or in a piecemeal basis, (ii) the risks of the outcome
of the litigation and the time to obtain a final determination,
(iii) the possibility that coverage under the Policies may not be
implicated, (iv) and the desire to obtain maximum value from its
insurers under the Policies for the purpose of making payments to
the holders of the Tort Claims, the Diocese has determined to
reach an expedited resolution of the all the disputes with the
insurers.  After extensive, good faith, and arm's-length
negotiations, the Diocese and the insurers entered into a
settlement and insurance policy repurchase agreement and release.

By this motion, the Diocese asks the U.S. Bankruptcy Court for the
District of Arizona to approve the Settlement and Release with the
insurers.

The salient terms of the Settlement and Release are:

   (a) the Diocese and the other releasing parties will sell, and
       the insurers will purchase, the Policies for $3.5 million,
       to be paid to the Estate;

   (b) the Diocese and the Other Releasing Parties will provide a
       full release to the insurers with respect to and in
       connection with the Insurers' Policies, which release
       specifically include any other unknown insurance policies
       issued by the insurers under which the bankruptcy estate
       may have insurance coverage.  The release will represent
       fair consideration for the purchase price paid by the
       insurers to buy back the Policies in view of the various
       disputes between the parties, and in no way constitute
       an annulment of the Policies within the meaning of A.R.S.
       Section 20-1123; and

   (c) the insurers will provide full releases to the Diocese and
       the Other Releasing Parties with respect to and in
       connection with any claims in connection with the
       Policies.

Tucson further asks the Court to:

   * approve the sale of the Policies to the insurers clear and
     free of all liens, claims, encumbrances, and other interests
     asserted; and

   * issue a supplemental injunction necessary and appropriate
     to protect the integrity of the settlement and sale
     contemplated by the Settlement.

Ms. Boswell explains that without the supplemental injunction, the
insurers will not consummate the Settlement and purchase the
Policies -- and the Diocese will not receive the contemplated
consideration.  In addition, all persons holding claims against
the Diocese, including Tort claims, are protected in that they
have the right to pursue their claims against the proceeds of the
sale of the Policies.  Accordingly, the Court should issue a
supplemental injunction permanently enjoining all claimants to
assert their claims only against the Diocese and not the insurers.

Ms. Boswell informs Judge Marlar that the proposed settlement is
well within the range of likely outcomes of the litigants'
dispute, and reflects an appropriate balance of costs, risks, and
potential rewards of litigation.

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

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

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


CELLSTAR CORP: Stanford Won't Pursue $25M Convertible Debt Deal
---------------------------------------------------------------
CellStar (OTC Pink Sheets: CLST), a value-added wireless logistics
services leader, received notification from Stanford Financial
Group Company and its affiliates that it does not plan to proceed
with the previously announced proposal to purchase up to
$25 million of the Company's convertible debentures.

On June 17, 2005, the Company disclosed a proposal to sell up to
$50 million of Debentures and the signing of a non-binding letter
of intent to sell up to $25 million of Debentures to Stanford.

The Debentures will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                      Accounting Problems

The Company has been unable to file its Form 10-K for fiscal 2004  
and Form 10-Q for the first quarter of 2005 as a result of  
"accounting issues related to certain accounts receivable and  
revenues in its Asia Pacific Region."

On May 26, 2005, the Company announced that it would be unable to
file its Form 10-K for fiscal 2004 by May 31, 2005.  The Audit
Committee of the Company's Board of Directors needs more time to
complete its independent review of certain accounts receivable and
revenue issues in the Asia Pacific Region.

               Reporting Delays Trigger Delisting

As reported in the Troubled Company Reporter on June 21, 2005,
CellStar received notification from the Nasdaq Listing  
Qualifications Panel that its request for an extension to file its  
Form 10-K for fiscal 2004 and Form 10-Q for the first quarter of  
2005 was denied.  Accordingly, the Company's common stock  
was delisted from The Nasdaq Stock Market on June 10, 2005.  The
company's shares now trade in the Pink Sheets.  

                  Lenders Grant Second Waiver

CellStar's delay in delivering its annual and quarterly reports to
the SEC constitutes an event of default under a revolving credit
facility with Wells Fargo Foothill, Inc., as agent and a lender,
Fleet Capital Corporation, Textron Financial Corporation, and PNC
National Bank Association, as lenders, and the Company and certain
of its subsidiaries as borrowers, including CellStar, Ltd.,
National Auto Center, Inc., CellStar Financo, Inc., CellStar
International Corporation/SA, CellStar Fulfillment, Inc., CellStar
International Corporation/Asia, Audiomex Export Corp., NAC
Holdings, Inc., CellStar Global Satellite Services, Ltd., and
CellStar Fulfillment Ltd.  

On June 1, 2005, the Agent and the Lenders waived the reporting
default through July 15, 2005.  Last week, CellStar obtained a
second waiver from the Bank Group extending the deadline for the
Company to file its Form 10-K and First Quarter Form 10-Q to
September 6, 2005.  

                       About CellStar

CellStar Corporation -- http://www.cellstar.com/-- provides  
value-added logistics services to the wireless communications
industry, with operations primarily in the North American, Latin
American and Asia-Pacific regions.   CellStar facilitates the
effective and efficient distribution of handsets, related
accessories and other wireless products from leading manufacturers
to network operators, agents, resellers, dealers and retailers.  
CellStar also provides activation services in some of its markets
that generate new subscribers for wireless carriers.


DELTA AIR: 12,000 Employees Petition Congress on Pension Reform
---------------------------------------------------------------
Delta Air Lines (NYSE: DAL) employees recently visited Capitol
Hill to present petitions to members in the House and Senate from
Kentucky, Ohio and Utah asking for their support on pension reform
legislation.  The petitions were signed by more than 12,000
employees and retirees in support of S. 861 and H.R. 2106, the
Employee Pension Preservation and Taxpayer Protection Act of 2005.

"We commend our employees, retirees and the Air Line Pilots
Association who have worked tirelessly to educate Congress on the
importance of passing airline-specific pension reform legislation
during the current session," said Scott Yohe, senior vice
president of Government Affairs for Delta.  "The success that we
have had in generating support in Congress is directly
attributable to their efforts."

Among the Senate offices being visited include:

   -- Mitch McConnell (R-KY);
   -- Mike DeWine (R-OH);
   -- Orrin Hatch (R-UT);
   -- George Voinovich (R-OH);
   -- Robert Bennett (R-UT); and
   -- Jim Bunning (R-KY).

On the House side, employees visited:

   -- Reps. Rob Bishop (R-UT);
   -- Chris Cannon (R-UT);
   -- Jim Matheson (D-UT);
   -- Geoff Davis (R-KY); and
   -- Steve Chabot (R-OH).

Delta Air Lines -- http://delta.com/-- is the world's second-   
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 490
destinations in 85 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam and
other partners.  Delta is a founding member of SkyTeam, a global
airline alliance that provides customers with extensive worldwide
destinations, flights and services.

At March 31, 2005, Delta Air's balance sheet showed a $6.6 billion
stockholders' deficit, compared to a $5.8 billion deficit at
Dec. 31, 2004.

                        *     *     *

As reported in the Troubled Company Reporter on June 29, 2005,
Moody's Investors Service commented that the recent amendments to
the liquidity facilities that provide credit support to the Series
2000-1 (Class A-1, A-2, B and C) and Series 2002-1 (Class G-1, G-2
and C) Enhanced Equipment Trust Certificates of Delta Air Lines,
Inc. would not affect the current ratings assigned to these
Certificates:

     Series 2000-1:

        * Ba1 for Class A-1 and A-2;
        * B3 for Class B; and
        * Caa2 for Class C;

     Series 2002-1:

        * Aaa for Class G-1 and G-2; and
        * B3 for Class C.

The Aaa ratings for the Series 2002-1 Class G-1 and G-2 is based
upon the financial guaranty insurance policy issued by MBIA
Insurance Corporation to support the timely payment of interest
when due and the ultimate payment of principal on the Class G
Certificates.


DELTA AIR: Highbridge & Satellite Asset Selling $97.85M Sr. Notes
-----------------------------------------------------------------
Highbridge International LLC and Satellite Asset Management, LP,
will be selling Delta Air Lines, Inc., securities, according to a
prospectus filed in the Securities and Exchange Commission on
July 12, 2005.  Highbridge International wants to sell
$20 million of 2-7/8% Convertible Senior Notes due 2024 that can
be converted to 1,472,212 shares of common stock.  These notes
comprise 6.15% of the total notes outstanding.  Satellite Asset
Management plans to sell $77.85 million worth of the Convertible
Senior Notes, comprising 23.95% of the total notes outstanding.  
These notes can be converted to 5,730,585 shares of common stock

Total notes outstanding amount to $325 million.  As reported in
the Troubled Company Reporter on July 11, 2004, these notes
currently trade at 34% of their face value.

As reported in the Troubled Company Reporter on Feb. 10, 2004,
interest on the notes will be 2-7/8 percent per $1,000 principal
amount and will be payable in cash in arrears semi-annually
through Feb. 18, 2024.  Each note will be convertible into Delta
common stock at a conversion rate of 73.6106 shares per $1,000
principal amount of notes (subject to adjustment in certain
circumstances), which is equivalent to a conversion price of
approximately $13.59 per share of Delta common stock.  Holders of
the notes may convert their notes only if:

     (i) the price of Delta's common stock reaches a specified
         threshold;

    (ii) the trading price for the notes falls below certain
         thresholds;

   (iii) the notes have been called for redemption; or

    (iv) specified corporate transactions occur.

Delta may redeem all or some of the notes for cash at any time on
or after Feb. 21, 2009, at a redemption price equal to the
principal amount of the notes plus any accrued and unpaid interest
to the redemption date.  Holders may require Delta to repurchase
the notes on Feb. 18 of 2009, 2014 and 2019, or in other specified
circumstances, at a repurchase price equal to the principal amount
due plus any accrued and unpaid interest to the repurchase date.

Delta Air Lines -- http://delta.com/-- is the world's second-   
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 490
destinations in 85 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam and
other partners.  Delta is a founding member of SkyTeam, a global
airline alliance that provides customers with extensive worldwide
destinations, flights and services.

At March 31, 2005, Delta Air's balance sheet showed a $6.6 billion
stockholders' deficit, compared to a $5.8 billion deficit at
Dec. 31, 2004.


DELTA AIR: Raises Fare Cap by $100 & Other Airlines Follow Suit
---------------------------------------------------------------
Delta Air Lines Inc., raised the cap on its domestic fares by $100
last week.  The fare hike is aimed at helping the struggling
companies keep up with soaring fuel costs.  United Airlines, US
Airways and Continental Airlines, followed suit.  

The Associated Press reports Atlanta-based Delta boosted the cap
on one-way walk-up fares to $599, up from $499, for economy class
and to $699 for first class.  The move comes six months after the
company announced a ticket price overhaul designed to draw in more
business travelers.

"When Delta launched SimpliFares in January, crude oil was selling
at $43 per barrel compared to as much as $61 per barrel in recent
weeks," Paul Matsen, Delta's chief marketing officer, told the AP.  
"Despite our best intentions to keep the current fare caps in
place, we have been forced to find ways to offset this dramatic
spike in costs."

"The cap was merely part of the package so that people would know
that they would never travel for more than this amount, and we've
simply adjusted that," Delta Spokesman Kennedy said in published
reports.

When Delta launched SimpliFares, jet fuel prices was a little over
$43 per barrel.  As of July 14, oil closed at $61 per barrel.

Aviation analyst Ray Neidl of Calyon Securities in New York said
in a prepared statement that Delta "has finally caved into reality
and is raising fares and caps due to higher fuel costs.  Still,
the airline is at significant risk of a bankruptcy filing this
year."

The fare hike announcement comes a week before Delta releases its
second-quarter results.  Analysts expect it to record another
heavy loss.  It lost nearly $1.1 billion in the first quarter and
$5.2 billion for all of 2004.

Delta Air Lines -- http://delta.com/-- is the world's second-    
largest airline in terms of passengers carried and the leading  
U.S. carrier across the Atlantic, offering daily flights to 490  
destinations in 85 countries on Delta, Song, Delta Shuttle, the  
Delta Connection carriers and its worldwide partners.  Delta's  
marketing alliances allow customers to earn and redeem frequent  
flier miles on more than 14,000 flights offered by SkyTeam and  
other partners.  Delta is a founding member of SkyTeam, a global  
airline alliance that provides customers with extensive worldwide  
destinations, flights and services.  

At March 31, 2005, Delta Air's balance sheet showed a $6.6 billion
stockholders' deficit, compared to a $5.8 billion deficit at Dec.
31, 2004.


DIGITAL VIDEO: Nasdaq SmallCap Halts Common Stock Trading
---------------------------------------------------------
Digital Video Systems, Inc (Nasdaq: DVIDE) received a letter from
the Nasdaq Listings Qualification Panel denying the Company's
request for continued inclusion on The Nasdaq SmallCap Market.  
The Company's common stock was delisted from The Nasdaq SmallCap
Market effective with the open of business on Friday, July 15,
2005.  This action follows the Company's appeal to the Panel for a
listing exception for the Company's inability to meet Nasdaq's
stockholders' equity requirements and the Company's failure to
have its quarterly report on Form 10- Q for the fiscal quarter
ended March 31, 2005 reviewed by its auditors prior to filing.  
The Company intends to appeal the Panel's decision to the Nasdaq
Listing and Hearing Review Counsel within the 15-day period
provided for such appeals.

The Company's common stock is not currently eligible to trade on
the OTC Bulletin Board because, as described above, the Company is
not current in its reporting obligations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Company
expects that quotations for its common stock will appear in the
National Daily Quotations Journal, often referred to as the "pink
sheets," where subscribing dealers can submit bid and ask prices
on a daily basis. However, there can be no assurances that the
Company's common stock will be eligible for trading or quotation
on any alternative exchanges or markets. The Company will disclose
further timing and trading symbol information regarding the
trading of its common stock when such information becomes
available.

Upon the completion of the auditors' review of the Company's
quarterly report for the fiscal quarter ended March 31, 2005, the
Company's common stock may be eligible for trading on the OTC
Bulletin Board. The Company is committed to regaining compliance
with all listing requirements and relisting its common stock as
soon as possible.

Established in 1992, Digital Video Systems, Inc. --
http://www.dvsystems.com/-- is a publicly held company  
specializing in the development and application of digital video
technologies enabling the convergence of data, digital audio,
digital video and high-end graphics.  DVS is headquartered in Palo
Alto, California, with subsidiaries and manufacturing facilities
in South Korea and China and a subsidiary in India.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 27, 2005,
Stonefield Josephson, Inc., raised substantial doubt about Digital
Video Systems, Inc.'s ability to continue as a going concern after
it audited the Company's Form 10-K for the year ended Dec. 31,
2004.  The Company suffered recurring losses from operations and
has a negative working capital and a stockholders' deficit.

"Our continued existence will depend in large part upon our
ability to successfully secure additional financing to fund future
operations," the Company said in its Annual Report.

DVS Chairman and CEO Tom Spanier commented, "We are taking steps
to address our current financial situation, and we continue to
believe we will be successful."

At March 31, 2005, Digital Video's balance sheet showed a
$2,699,000 stockholders' deficit, compared to a $311,000 deficit
at Dec. 31, 2004.


ENRON CORP: Settles Civil Disputes in Western Energy Market
-----------------------------------------------------------
Enron Corp. reached an agreement to settle civil claims between
the company (and certain of its subsidiaries) and certain other
parties related to natural gas and electricity transactions in the
Western United States from 1997-2003, including claims filed in
proceedings with the Federal Energy Regulatory Commission.  The
parties entering into the settlement agreement with Enron are:

   -- Pacific Gas & Electric Company,

   -- Southern California Edison Company,

   -- San Diego Gas & Electric Company,

   -- the People of the State of California,

   -- the California Department of Water Resources,

   -- the California Electricity Oversight Board, and

   -- the Attorneys General of the States of Oregon and
      Washington.

Other potential Western U.S. energy market participants may
determine to opt-in to the settlement at a later date.

In consideration of their dismissal and release of claims against
Enron, the parties settling with Enron will receive a shared
allowed unsecured bankruptcy claim of $875 million against Enron
Power Marketing, Inc., an Enron subsidiary, and will receive
distributions on such claim pursuant to Enron's confirmed Chapter
11 Plan of Reorganization.  The settling parties also will receive
an assignment from Enron of up to $47.3 million in receivables and
cash collateral owing to Enron.  The settling parties that are
governmental units will also receive a civil penalty claim against
EPMI for $600 million.  Enron has not admitted to any wrongdoing
with respect to any matter covered in this settlement.

"This settlement represents the latest in a series of significant
issues that have been resolved in Enron's bankruptcy proceedings,"
said Stephen Cooper, Enron's interim CEO and chief restructuring
officer.  "Settlements such as this one allow us to remove claims
against the estate so that we can accelerate distributions to all
other creditors."

The settlement remains subject to the approval of the FERC, the
California Public Utilities Commission, and the Bankruptcy Court
for the Southern District of New York.

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.


EPCO HOLDINGS: S&P Rates $1.9 Billion Loans at B+
-------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' corporate
credit rating to EPCO Holdings Inc.

At the same time, Standard & Poor's assigned its 'B+' rating and
'4' recovery rating to:

    * EPCO Holdings' $600 million term loan A maturing 2008,
    * its $1 billion term loan B maturing 2010, and
    * its $300 million revolver facility maturing 2008.

The 'B+' rating and '4' recovery rating on the term loans indicate
the expectation for marginal (25%-40%) recovery of principal in
the event of a payment default.

EPCO Holdings, a newly formed intermediate holding company, is
100% owned by EPCO Inc., a private company controlled by Dan
Duncan.

As part of a restructuring within the group, EPCO Inc., is
transferring its indirect ownership interests in the general
partner of TEPPCO Partners L.P. (BBB-/Stable/--) and the general
partner of Enterprise Products Partners L.P. (BB+/Stable/--) to
EPCO Holdings.

The transfer also includes EPCO Inc.'s indirect ownership of about
118 million (or 31% of total outstanding) common limited partner
units of Enterprise Products and about 3.7% of total common
limited partner units of TEPPCO.

"The ratings reflect the speculative-grade cash flow servicing the
term loans and the double leverage," said Standard & Poor's credit
analyst Aneesh Prabhu.  "EPCO Holdings' debt is paid from cash
flow after servicing about $5.5 billion of debt at the two MLPs."

"The material refinancing requirement of almost $1.4 billion in
2009 under our base case scenario and the reliance by the group on
one person, Mr. Duncan, are also concerns," said Mr. Prabhu.

However, Standard & Poor's also said that the buoyant commodity
environment has resulted in strong cash from operations and
increasing distributions by the MLPs. Furthermore, the provider of
about 75% to 80% of revenues to EPCO Holdings, Enterprise
Products, has strong distribution coverage of about 1.2x.

The stable outlook on EPCO Holdings mirrors the stable outlook on
Enterprise Products and TEPPCO.


FARMLAND IND: Court Okays Auction of FC Stone Common Shares
-----------------------------------------------------------
The Honorable Jerry W. Venters of the U.S. Bankruptcy Court for
the Western District of Missouri approved the auction, bid
procedures and break-up fee for the sale of Farmland Industries,
Inc.'s 103,922 shares in FC Stone Group, Inc.  The common stock
has a book value of $1,039,210.

FC Stone is an Iowa corporation engaged in the commodities risk
management business.

J.P. Morgan Trust Company, N.A., as Liquidating Trustee for the FI
Liquidating Trust, entered into an asset purchase agreement with
Cooperative Producers, Inc.  Cooperative offers to buy the stock
for $290,982.  

An auction to solicit higher and better offers will be held on
August 8, 2005, at 1:30 p.m. at the Offices of Bryan Cave in
Kansas City, Missouri.  In the event that Cooperative's offer is
topped by a competing bidder, it is entitled to an $8,700 break-up
fee.

Competing bids, if any, must be submitted by August 2, 2005, at
5:00 p.m.  The Court will convene a sale hearing on August 9,
2005, at 2:30 p.m.

A full-text copy of the Auction and Bid Procedures is available
for a fee at:

     http://www.researcharchives.com/bin/download?id=050715234028

Farmland Industries, Inc., was one of the largest agricultural
cooperatives in North America with about 600,000 members.  The
firm operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. W.D. Mo.
Case No. 02-50557) on May 31, 2002 before the Honorable Jerry W.
Venters.  The Debtors' Counsel is Laurence M. Frazen, Esq. of
Bryan Cave LLP.  When the Debtors filed for chapter 11 protection,
they listed total assets of $2.7 billion and total debts of $1.9
billion.  Pursuant to the Second Amended Joint Plan of
Reorganization filed by Farmland Industries, Inc. and its debtor-
affiliates, the court declared May 1, 2004 as the Effective Date
of the Plan.


FEDERAL-MOGUL: Wants to Hire Hanly & Conroy as Asbestos Counsel
---------------------------------------------------------------
On January 14, 2002, the U.S. Bankruptcy Court for the District of
Delaware approved Federal-Mogul Corporation and its debtor-
affiliates' application to retain and employ Coblence & Warner,
P.C., as their special asbestos litigation counsel subject to
certain limitations.  Barely a month later, the Debtors asked the
Court for authority to substitute C&W with Hanly & Conroy LLP as
their special asbestos litigation counsel.

John J. Gasparovic, Federal Mogul Corporation's Senior Vice
President and General Counsel, relates that the request for
substitution was necessitated by the departure of a number of
attorneys from C&W who ultimately formed their own firm, now known
as Hanly Conroy Bierstein & Sheridan LLP.  According to Mr.
Gasparovic, those attorneys and their staff were the only members
and employees of C&W who had worked on the matters related to the
Debtors' bankruptcy cases since the Petition Date.

The Court subsequently approved the request for substitution and
authorized the retention of Hanly Conroy.

                Pharmacy Benefits Manager Litigation

Over the past several years, various institutions have been
involved in the litigation of claims against certain entities
engaged in the management of pharmacy benefits.

A Pharmacy Benefit Manager is engaged by a self-funded employee
health insurance plan to negotiate favorable prices of
prescription drugs with pharmacy chains or pharmaceutical
manufacturers.  A PBM manages myriad aspects of the prescription
drug portion of the health insurance plans, including processing
individual employee prescription drug transactions.

Mr. Gasparovic relates that several of the U.S. Debtors' employee
health insurance plans utilize a PBM known as Medco Health
Solutions, Inc.  Medco has been involved in litigation in various
fora around the country brought by other self-funded health
insurance plans, in which it has been claimed that Medco violated
the Employee Retirement Income Security Act of 1974 as well as
the governing contracts between Medco and those health insurance
plans.

The litigation against Medco includes a purported nationwide
class action against Medco-managed health insurance plans, in
which the United States District Court for the Southern District
of New York, MDL No. 1508 (CLB), rendered a decision certifying a
class and approving a settlement of that case.  The District
Court's decision is currently on appeal to the United States
Court of Appeals for the Second Circuit.

The Medco Class Action is an opt-out class.  Although the Debtors
believe that one or more of the U.S. Debtors may have claims
against Medco arising from Medco's provision of pharmacy benefit
management services to the U.S. Debtors, none of the U.S. Debtors
was a named party to the Medco Class Action.  Instead, the U.S.
Debtors timely exercised their right to opt out of the class
because they did not believe the purported class action
settlement was beneficial to them.  Those U.S. Debtors, Mr.
Gasparovic notes, are now free to pursue any claims they may have
against Medco arising out of their PBM arrangements.

Hence, the Debtors ask the Court to expand the scope of Hanly
Conroy's employment to encompass legal services related to the
investigation, evaluation, negotiation and pursuit, including, if
warranted, arbitration and litigation of certain claims of the
U.S. Debtors against the pharmacy benefits manager.

                 Hanly Conroy's Services and Fees

Hanly Conroy will perform the additional services pursuant to a
contingency fee arrangement.

The firm will receive a 33-1/3% recovery of the gross amount, if
any, recovered by the U.S. Debtors, whether by litigation or
otherwise, in connection with their pursuit of PBM-related claims
against Medco.

The Atlanta firm of Herman Mathis Casey Kitchens & Gerel, LLP,
and other members of the Herman Mathis Group will serve as co-
counsel to Hanly Conroy.  Hanly Conroy and Herman Mathis will
share the 33-1/3% contingency fee, which is the limit of the
Debtors' fee obligation in the event of success.

Hanly Conroy and Herman Mathis will advance to the Debtors:

     -- all costs and disbursements associated with the additional
        services, including expenses in its own retention of
        highly specialized PBM auditors and other professionals in
        connection with the services; and

     -- cost of a professional audit of the Debtors' Medco
        relationship, estimated to range between $50,000 to
        $100,000.

Hanly Conroy will only recover its costs from the Debtors, in
addition to the contingency fees, in the event that the Debtors'
pursuit of the PBM claims against Medco is successful.  Hanly
Conroy will then share those fees and reimbursed costs with the
Herman Mathis Group and any other co-counsel that may be
associated by Hanly Conroy.

Mr. Gasparovic believes that Hanly Conroy's professionals are
well qualified to provide the additional services due to their
extensive experience.  The firm has been actively involved in the
investigation and analysis of claims on behalf of various other
institutions against PBMs.  Hanly Conroy is familiar with the
Debtors and the aspects of their businesses relevant to the
litigation.

Hanly Conroy Partner Paul J. Hanly reaffirms that the firm and
its partners and employees do not represent or hold any material
adverse interest to the Debtors or their estates, and are
disinterested pursuant to Section 327(e) of the Bankruptcy Code.

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)


FELTS FINE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Felts Fine Jewelry, Inc.
        dba Felts Fine Jewelry and Designs
        dba Felts Diamonds and Designs
        6136 East 51st Street
        Tulsa, Oklahoma 74135

Bankruptcy Case No.: 05-14499

Type of Business: The Debtor designs and sells jewelry.
                  See http://www.feltsdesigns.com/

Chapter 11 Petition Date: July 15, 2005

Court: Northern District of Oklahoma (Tulsa)

Judge: Dana L. Rasure

Debtor's Counsel: Mark A. Craige, Esq.
                  Morrel, West, Saffa, Craige & Hicks
                  3501 South Yale
                  Tulsa, Oklahoma 74135
                  Tel: (918) 664-0800
                  Fax: (918) 663-1383

Total Assets: $1,515,880

Total Debts:  $1,554,438

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
American Express              Credit card lawsuit       $342,704
P.O. Box 53852
Phoenix, AZ 85072

Internal Revenue Service      941 taxes                 $133,860
P.O. Box 660264
Dallas, TX 752660264

Sam & Patsy Orcutt            Capital loan               $45,000
5552 South 78 East Avenue
Tulsa, OK 74145

Oklahoma Tax Commission       Permit #429314             $39,600

First Image Design Corp.      Jewelry                    $28,085

Simon Golub & Sons Inc.       Jewelry                    $24,241

Michael Werdiger Inc.         Diamonds                   $23,963

Drummond Law Firm             Legal services             $20,487

Gordon & McCurley P.C.        Accounting services        $18,871

Stuller                       Supplies                   $15,692

Jerry Felts                   Capital loan               $15,000

Diamond Days Inc.             Diamonds                   $10,691

Jeweler's Mutual              Insurance premiums          $9,153
Insurance Co.

Raico                         Jewelry                     $8,755

KOTV                          Advertising                 $7,482

Camelot Bridal Co.            Jewelry                     $5,553

Steven Litvak & Assoc.        Jewelry                     $5,181

A. Jaffe Company              Jewelry                     $4,690

Heart & Co., Inc.             Jewelry                     $4,659

Nili Jewelry Corp.            Jewelry                     $4,361


GE COMMERCIAL: Moody's Affirms $2.96MM Class O Cert.'s B3 Rating
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of twenty-three classes of GE Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2003-C2. The affected ratings are:

   -- Class A-1, $45,802,975, Fixed, affirmed at Aaa
   -- Class A-1A, $277,417,474, Fixed, affirmed at Aaa
   -- Class A-2, $165,053,000, Fixed, affirmed at Aaa
   -- Class A-3, $54,285,000, Fixed, affirmed at Aaa
   -- Class A-4, $406,087,000, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $35,493,000, WAC Cap, upgraded to Aa1 from Aa2
   -- Class C, $14,788,000, WAC Cap, upgraded to Aa2 from Aa3
   -- Class D, $26,620,000, WAC Cap, affirmed at A2
   -- Class E, $14,788,000, WAC Cap, affirmed at A3
   -- Class F, $14,789,000, WAC, affirmed at Baa1
   -- Class G, $14,788,000, WAC, affirmed at Baa2
   -- Class H, $14,789,000, WAC, affirmed at Baa3
   -- Class J, $19,225,000, WAC Cap, affirmed at Ba1
   -- Class K, $7,394,000, WAC Cap, affirmed at Ba2
   -- Class L, $8,873,000, WAC Cap, affirmed at Ba3
   -- Class M, $4,437,000, WAC Cap, affirmed at B1
   -- Class N, $7,394,000, WAC Cap, affirmed at B2
   -- Class O, $2,958,000, WAC Cap, affirmed at B3
   -- Class BLVD-1, $3,287,324, WAC, affirmed at A2
   -- Class BLVD-2, $2,501,000, WAC, affirmed at A3
   -- Class BLVD-3, $4,502,000, WAC, affirmed at Baa1
   -- Class BLVD-4, $3,549,000, WAC, affirmed at Baa2
   -- Class BLVD-5, $7,960,750, WAC, affirmed at Baa3

As of the July 11, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 2.3% to $1.18
billion from $1.21 billion at securitization.  The Certificates
are collateralized by 139 mortgage loans.  The loans range in size
from less than 1.0% to 6.3% of the pool, with the top ten loans
representing 30.4% of the pool.  The pool consists of three
shadow-rated loans, representing 12.2% of the pool, and a conduit
component representing 87.8% of the pool.

The pool has not experienced any realized losses since
securitization.  One loan, representing less than 1.0% of the
pool, is in special servicing.  Moody's has estimated aggregate
losses of approximately $900,000 for the specially serviced loan.
Eighteen loans, representing 10.4% of the pool, are on the master
servicer's watchlist.

Moody's was provided with partial or full year 2004 operating
results for 94.4% of the performing loans.  Moody's loan to value
ratio for the conduit component is 88.4%, compared to 90.8% at
securitization.  The upgrade of Classes B and C is primarily due
to stable performance and increased subordination levels.  
Although the overall LTV has improved since securitization, the
pool has experienced increased LTV dispersion.  Based on Moody's
analysis, 6.4% of the conduit pool has a LTV greater than 100.0%,
compared to 5.6% at securitization.

The largest shadow rated loan is the DDR Portfolio Loan ($74.5
million - 6.3%), which is secured by seven anchored retail centers
containing 1.5 million square feet.  The centers are located in:

   * Ohio (24.3% allocated loan amount);
   * California (23.3%);
   * Indiana (19.5%);
   * Virginia (14.3%); and
   * Florida (18.6%).

The portfolio's overall occupancy is 94.7%, compared to 99.1% at
securitization.  The loan sponsor is Developers Diversified Realty
Corporation (Moody's senior unsecured rating Baa3), a publicly
traded REIT.  The portfolio is also encumbered by a $35.5 million
B-note which is held outside the trust.  Moody's current shadow
rating is Aa2, the same as at securitization.

The second shadow rated loan is the Boulevard Mall Loan ($47.1
million - 4.0%), which represents the A-1 note of a $94.2 million
first mortgage loan.  The loan is secured by a 1.2 million square
foot shopping center located in Las Vegas, Nevada.  The shopping
center is anchored by Sears, Dillard's, Macy's, which are not part
of the collateral, and J.C. Penney.  In-line occupancy is 87.6%,
compared to 85.0% at securitization.  Average in-line sales were
$358 per square foot for calendar year 2004, compared to $338 at
securitization.  The loan sponsor is General Growth Properties
Inc. (Moody's senior unsecured shelf rating (P)Ba2), a publicly
traded REIT.  The property is also encumbered by a $21.8 million
B-note which is held within the trust and is the security for:

   * Classes BLVD-1,
   * BLVD-2,
   * BLVD-3,
   * BLVD-4, and
   * BLVD-5.  

Moody's current shadow ratings for the A-1 and B notes are A1 and
Baa3, respectively, the same as at securitization.

The third shadow rated loan is the Wellbridge Portfolio Loan
($22.4 million - 1.9%), which represents the A-3 note of a $57.0
million first mortgage loan.  Notes A-1, A-2 and a $29.1 million
B-note are held outside the trust.  The loan is secured by a
portfolio of 15 health clubs located in:

   * Minnesota (9);
   * New Mexico (3);
   * Florida (2); and
   * Massachusetts.

The portfolio's performance has improved since securitization.
Moody's current shadow rating of the A-3 loan is Aa2, compared to
Aa3 at securitization.

The top three conduit loans represent 9.4% of the outstanding pool
balance.  The largest conduit loan is the Clinton Manor Apartments
Loan ($40.8 million - 3.5%), which is secured by two midrise
apartment buildings located in midtown Manhattan.  The two
buildings contain 240 units.  A majority of the units are leased
pursuant to a Housing Assistance Payments contract under which HUD
provides rental subsidies to cover the difference between HUD's
approved market rent and the rent contribution from eligible
tenants.  The current contract expires in December 2007.  The
property is 98.3% occupied, compared to 97.5% at securitization.
Moody's LTV is 81.1%, compared to 86.2% at securitization.

The second largest conduit loan is the Prosperity Office Park --
Buildings B&C Loan ($35.2 million - 3.0%), which is secured by a
180,000 square foot medical office building located in Fairfax,
Virginia.  The property is 100.0% occupied, the same as at
securitization.  Moody's LTV is 87.3%, compared to 89.6% at
securitization.

The third largest conduit loan is the Charleston Commons Loan
($33.6 million - 2.9%), which is secured by a 329,000 square foot
power center located in Las Vegas, Nevada.  Major tenants include:

   * Wal-Mart (35.0% GLA; expiration October 2010);
   * Office Max (9.0% GLA; expiration December 2005);
   * Petsmart (8% GLA; expiration January 2009); and
   * Ross Dress for Less (7.0%; expiration January 2007).

The property is 95.0% occupied, compared to 96.5% at
securitization.  Net income has declined since securitization due
to declines in rental income.  Moody's LTV is 96.4%, compared to
92.8% at securitization.

The pool's collateral is a mix of:

   * retail (41.3%);
   * multifamily (27.7%);
   * office (17.5%);
   * industrial and self storage (11.1%);
   * special purpose (1.9%); and
   * lodging (0.5%).

The collateral properties are located in 33 states.  The highest
state concentrations are:

   * Texas (14.7%);
   * New York (12.7%);
   * California (8.9%);
   * Nevada (8.9%); and
   * Virginia (8.2%).

All of the loans are fixed rate.


GENOA HEALTHCARE: Moody's Junks Proposed $50MM 2nd Lien Term Loan
-----------------------------------------------------------------
Moody's assigned a B2 rating to Genoa Healthcare Group, Inc.'s
proposed first lien credit facilities, consisting of a $20 million
revolver and a $90 million first lien term loan, and a Caa1 rating
to the proposed $50 million second lien term loan.  Moody's also
assigned a corporate family rating of B2 to Genoa.  This is the
first time Moody's has assigned a rating to the company.  The
outlook for the ratings is stable.

The rating action follows the announcement by Genoa that it will
use the proceeds from the new credit facilities to repay existing
indebtedness, pay related fees and expenses, and fund a dividend
of approximately $120 million to its shareholders.

These ratings were assigned:

   * $20 million guaranteed senior secured first lien revolving
     credit facility due 2010, rated B2

   * $90 million guaranteed senior secured first lien term loan
     due 2012, rated B2

   * $50 million guaranteed senior secured second lien term loan
     due 2013, rated Caa1

   * Corporate family rating, B2

The ratings reflect the company's high level of debt following:

   * the transaction;

   * the decreased financial flexibility resulting from the
     conversion to debt of a significant portion of the company's
     equity; and

   * the weak collateral position of the proposed debt.

It also reflects the lack of geographic diversification and the
resulting exposure to potential changes in Florida's Medicaid
reimbursement.  Additionally, although the company has recently
demonstrated a substantial increase in profitability of its
facilities it is unclear whether those types of returns will be
sustainable.  The company also has a limited track record of
operating under the current structure and operating agreements
that promise a significant reduction in administrative costs.

The ratings also reflect:

   * Genoa's leading market position in the Florida market and the
     attractive demographics of that state;

   * the added stability in the market resulting from a freeze on
     the development of new long-term care facilities in the
     state;

   * the company's low cost position resulting in strong margin
     performance and cash flow generation;

   * improvements in occupancy and quality mix; and

   * significant improvement in medical malpractice claims
     experience in comparison to the prior operators of the
     company's facilities.

The stable outlook anticipates continued favorable operating
performance and the ability to quickly reduce leverage.  A stable
near-term reimbursement environment related to both Florida's
Medicaid program and Medicare should aid in the company's
continued growth.  Additionally, low capital expenditure needs due
to the fact that the company does not own its facilities should
provide ample free cash flow to repay debt.

Moody's adjusts the reported leverage of the company to reflect
the financing of its facilities through operating leases.  This
adjustment represents a significant portion of the company's
adjusted leverage.  The ratings could be upgraded if Genoa reduces
debt or demonstrates sustainable cash flow generation so that the
ratios of adjusted cash flow from operations and adjusted free
cash flow to adjusted debt can remain above 10% and 7%,
respectively.  However, factors such as limited geographic
diversity and the company's relative small size would likely
constrain the rating in the near-term.

Moody's could downward the ratings if the company is unable to
sustain its strong margin performance and cash flow generation.
Factors that might indicate a change in the ability to maintain
the current operating performance include:

   * changes in medical malpractice experience;

   * budgetary concerns in the state of Florida; or

   * an inability to sustain the company's lower than industry
     average overhead costs and days revenue outstanding.

The company's current rate of overhead is approximately 50% of the
industry average and days revenue outstanding is 28 days.
Additionally, downward pressure could result if the company were
to use a significant amount of free cash flow to fund expansion
into new markets instead of repaying outstanding debt.  Moody's
could downgrade the ratings if a combination of the aforementioned
factors was expected to result in ratios of adjusted cash flows
from operations and adjusted free cash flow to adjusted debt below
5% and 3%, respectively.

The ratios of adjusted cash flow from operations and adjusted free
cash flow to adjusted debt for the twelve months ended March 31,
2005 would have been between 9% and 10% on a pro forma basis after
giving effect to the transaction, changes in the corporate
structure, and certain non-recurring items.  Moody's anticipates
Genoa will require small amounts of capital expenditures and,
therefore, operating cash flow will differ very little from free
cash flow.

It should be noted that adjusted debt includes Moody's adjustment
to recognize the obligation related to operating leases.  Moody's
uses the total rent expense as would be reported by the company in
accordance with Generally Accepted Accounting Principles in
developing the amount of adjustment.  The GAAP rent expense
includes amounts paid to the lessor that are contingent on the
operations of the leased facilities.  The company currently pays
contingent rent in conjunction with the lease of 53 of its
facilities.

EBIT coverage of interest would have been approximately 3.5 times
for the twelve months ended March 31, 2005.  Leverage, defined as
adjusted debt to EBITDAR, would have been approximately 5.5 times
for the same period.  Adjusted debt and EBITDAR have been adjusted
by use of total rent expense, including contingent rent expense.

Moody's believes that the use of EBITDA and related EBITDA ratios
as a single measure of cash flow without consideration of other
factors can be misleading. (See Moody's Special Comment, "Putting
EBITDA in Perspective," dated June 2000).

Pro forma for the transaction, Genoa is expected to have good
liquidity.  Moody's anticipates Genoa to maintain a relatively
small cash balance and use available free cash flow to pay down
debt as the company is not expected to have significant capital
expenditure needs.  Genoa will also have access to a modest $20
million revolving credit facility with no amounts drawn at
closing.  Additionally, Moody's does not expect covenants to
constrain availability of the undrawn revolver balance in the
near-term.

The revolver and first lien term loan are notched at the level of
the corporate family rating due to their preponderance in the debt
capitalization and expected recovery based on an estimate of
enterprise value.  The second lien term loan is notched two levels
below the corporate family rating reflecting its second priority
behind the revolver and first lien term loan and the deep
subordination due to a lack of tangible net worth of the company
on an adjusted leverage basis.

Moody's ratings are subject to our review of final documentation
for the transaction.

Headquartered in Tampa, FL, Genoa, through its subsidiaries,
provides skilled nursing, medically complex and specialty
healthcare services in 61 skilled nursing facilities throughout
the state of Florida comprising approximately 7,500 beds.  The
company also provides consulting and administrative services to an
additional 66 facilities in 16 states and the District of Columbia
through contractual arrangements.  For the twelve months ended
March 31, 2005, Genoa recognized revenue of approximately $454
million.


GEOLOGISTICS: Questor Partners Sells Company to PWC Logistics
-------------------------------------------------------------
Questor Partners Fund II, L.P., a leading private equity fund,
signed an agreement to sell GeoLogistics Corporation, a major
international freight forwarder and logistics services provider,
to PWC Logistics.

Under terms of the agreement, Kuwait-based PWC Logistics will
purchase GeoLogistics from its principal shareholders, including
lead investor Questor for approximately US $454 million on a debt-
free basis.  GeoLogistics' senior management team will remain in
place under PWC Logistics' ownership, Questor said, and no
material organizational changes are expected as a result of the
acquisition.  

GeoLogistics, based in Santa Ana, Calif., with more than 5,700
employees and an extensive global network in nearly 100 countries
around the world, specializes in a range of freight management and
customized logistics solutions and has revenues of approximately
$1.6 billion. Bill Flynn is the company's president and chief
executive officer.

"We are very pleased with PWC Logistics' offer and the strategic
direction it will offer GeoLogistics," said Rob Denious, a
managing director of Questor Management Company.  "With
GeoLogistics in a strong financial position, we've explored
several options, including an initial public offering, but PWC
Logistics' world-class contract logistics capabilities and its
access to Middle Eastern markets made this a perfect fit," added
Kevin Prokop, a director of Questor Management Company.

John Janitz, Co-Managing Principal of Questor Management Company,
added, "GeoLogistics is a great example of the value Questor can
create by bringing capital and services to bear on troubled and
underperforming companies.  The Questor deal team and the
GeoLogistics management team have done a remarkable job of driving
improved operating performance at GeoLogistics."  

Over the last three years under Questor's ownership, GeoLogistics
has implemented a broad-based operational turnaround that
refocused its business on core international freight forwarding
operations. It also improved productivity and reduced costs by
lowering overhead expenses and by consolidating underperforming
offices.  Questor said that these initiatives improved operating
performance and margins.  In addition, investments made in sales
capabilities contributed to substantial growth in 2004.

"We are very pleased to have acquired GeoLogistics," said Tarek
Sultan, Chairman of PWC Logistics.  "The company is a recognized
leader in global freight forwarding with a significant presence in
key Asian, European and Americas markets.  GeoLogistics' global
presence and experienced management team will strengthen PWC
Logistics' existing logistics capabilities and greatly expand both
the scope and range of our service offering, including our ability
to deliver high-end contract logistics solutions globally.  
Freight forwarding is a service that will continue to grow at
impressive rates and one where strong market participants will
continue to distance themselves from their midsize competitors.  
By acquiring GeoLogistics we significantly increase our global
forwarding capabilities, especially within, to, and from the
Middle East.  Bill Flynn and his management team have done an
outstanding job over the past few years, and we are delighted that
GeoLogistics is now joining us."

                        Professionals

GeoLogistics engaged Citigroup and Bear Stearns as financial
advisors and Drinker Biddle & Reath as legal advisor.  

Banc of America Securities and Shearman & Sterling advised PWC
Logistics on the transaction.  

                       About Questor

Questor Management Company LLC, with offices in Southfield,
Michigan, Chicago and New York, manages the Questor Partners
Funds, which have more than $1.1 billion of committed equity
capital.  Questor's objective is to acquire underperforming
businesses that are in transition and offer the potential for
superior returns with the application of appropriate levels of
capital and management expertise.  Since it was founded in 1995,
the company has successfully completed more than 20 acquisitions
worldwide.  In addition to GeoLogistics, these include PinnOak
Resources, a leading producer of metallurgical coal, which the
fund purchased from US Steel; and Chef Solutions, a nationwide
manufacturer of prepared foods, purchased from Lufthansa.

                     About PWC Logistics

PWC Logistics is a global provider of end-to-end supply chain
solutions.  Through its network of warehousing facilities and
transportation and freight management services, PWC Logistics
provides its customers with flexible solutions tailored to meet
their business needs.  PWC Logistics' customers span a wide range
of industries, including apparel and footwear; automotive;
consumer and industrial electronics; consumer packaged goods;
engineering and construction; exhibits and entertainment; food and
grocery; governmental and military organizations; and oil and
petrochemicals.

PWC Logistics is traded on the Kuwait Stock Exchange, ticker
symbol WARE.  For more information about PWC Logistics, please
visit http://www.pwclogistics.com/

                      About GeoLogistics

GeoLogistics Corporation is a global leader in non-asset based
logistics, with an extensive network of operations in nearly 100
countries around the world.  GeoLogistics offers its customers a
broad range of freight management and customized solutions backed
by a single, company-wide IT system.  With experienced and
dedicated people, GeoLogistics meets customers' specific local
logistics needs on a truly global basis.  GeoLogistics combines
more than 150 years of history with the latest technology and
practices.  More information may be obtained at the Company's Web
site at http://www.geo-logistics.com/


GRANT PRIDECO: Moody's Rates $175 Million Sr. Unsec. Notes at Ba2
-----------------------------------------------------------------
Moody's assigned a Ba2 rating to Grant Prideco, Inc.'s pending
$175 million of senior unsecured notes due 2015, to be guaranteed
by GRP's operating subsidiaries.  Proceeds will fund the tender
for and retirement of the $175 million of 9% senior unsecured
notes due 2009.  GRP expects the tender premium and costs to add
another $22 million to the transaction cost.  GRP is the industry
leader in drill pipe products and is one of four market leaders in
premium diamond drillbits.

Moody's confirmed GRP's existing Ba2 Corporate Family Rating
(formerly the Senior Implied Rating) and upgraded to Ba2 from Ba3
the existing 9% notes (to be retired).  Moody's did not rate a
recent $350 million bank revolver secured by U.S and U.K. fixed
assets, receivables, and inventory, plus 65% of stock of other
foreign subsidiaries.  GRP has a one time option to increase that
facility by $50 million.

Moody's actions remove the notch between the note ratings and
Corporate Family Rating due to the notes' very substantially
reduced risk of significant effective subordination to secured
bank debt.  However, since the bank facility is secured by both
working capital and fixed assets, GRP will need to either
contemporaneously fund acquisitions with unsecured debt, or more
junior capital, or quickly thereafter refinance material secured
acquisition debt with unsecured debt or more junior capital.  The
indenture permits up to $400 million of secured debt.

GRP does not have an ongoing working capital need for bank
borrowings and is quickly repaying secured debt previously drawn
to tender for senior unsecured notes.  If that fundamental
condition were to change significantly, the notes could be re-
notched at that time.  Also, if GRP were to ever borrow under its
secured revolver to fund stock buybacks, such action would be
incompatible with today's removal of the notes' rating's notch.

The ratings are supported partly due to:

   * a seasoned, disciplined business and financial management
     team that is sensitive to the risks of up-cycle acquisitions;

   * to suitable acquisition funding strategies; and

   * to continuing to reduce leverage in advance of an inevitable
     sector down-cycle.

This is particularly vital given the extreme cyclicality of the
drilling products and services and Tubular Technology and Services
segment.  In that regard, the ratings also benefit from a
comparatively low level of maintenance capital spending and rising
diversification through a rising level of international activity
where demand tends to be less cyclical.

Importantly, the ratings are also supported by:

   * substantial debt reduction since the vital December 2002
     ReedHycalog acquisition;

   * sound prospects for continuing debt reduction well into 2006
     on significant free cash flow after an expected $70 million
     to $75 million of annual combined interest expense and
     capital spending in 2005 and 2006;

   * a stronger earnings base through the cycle after the
     ReedHycalog acquisition and integration and the June 2004
     Drilling Products, International acquisition; and

   * Moody's view that, after falling to just $7 million of EBITDA
     in 1999, GRP's larger and more diversified business mix may
     now readily support trough EBITDA exceeding $70 million.

However, the ratings are restrained by:

   * significant lease-adjusted leverage relative to our estimates
     of mid-cycle and down-cycle EBITDA;

   * GRP's substantial exposure to very price sensitive North
     American drilling activity levels;

   * exposure to a shift in demand patterns from premium tubular
     and drillbit products to lower margin products;

   * the fact that tubulars demand is extremely cyclical within a
     highly cyclical oil and gas sector;

   * the difficulty GRP has forecasting customers' drillpipe
     inventories, where those inventory trends are within the
     cycle, and estimating turning points in the demand cycle;

   * exposure to steel cost escalation; and

   * a risk that GRP's main tubulars supplier (Austrian) is
     inherently exposed to U.S. anti-dumping regulations.

Further restraint stems from our view that GRP will continually
assess whether to begin a more aggressive stock buyback program.
It would be an especially unwelcome sign if GRP were to borrow
under its secured revolver to repurchase stock.  Further ratings
restraint resides in GRP's very heavy working capital investment
that expands and consumes cash during up-turns.

More specifically, the removal of the one notch difference between
the senior notes and the Corporate Family rating reflects
substantial working capital and fixed asset scale relative to
expected levels of secured debt.  GRP carries over $500 million of
receivables and inventory, the book value of hard assets is
approximately $240 million, and the market value of hard assets is
likely to be considerably above that figure.

GRP's results will be sensitive to intra-cycle demand trends for
premium and commodity drillpipe products, driven by customer
inventories of those products and the shifting nature of their
drilling activity during the up-cycle.  On the other hand, GRP
appears to have been successful in pushing through three price
increases in the last year, including a 7.5% increase in May,
2005.  Moody's believes that GRP's backlog is currently in the
$500 million range, up from $411 million since first quarter 2005
and $292 million since year-end 2004.  At this point, Moody's  
estimates a material rise in second quarter 2005 EBITDA in spite
of fairly flat drillpipe footage sold.

Though Moody's currently expects a supportive sector environment
moving through 2005 and into 2006, the actual impact on GRP will
partly depend on:

   1) the degree to which its customers have filled their near and
      intermediate term inventory needs (drillpipe, heavyweight
      drillpipe, and drill collars);

   2) the product demand mix between premium versus lower margin
      products;

   3) steel and other raw materials cost pressures on GRP's
      tubulars suppliers; and

   4) cyclical or secular shifts in producer capital spending to
      coal bed methane and certain other unconventional plays that
      reduce demand for premium products and boost demand for    
      lower margin products.

One mitigant is the rising need for premium products in basins or
plays requiring increasingly complex drilling activity and premium
downhole hardware in order to be commercial.

Factors that could move the ratings up would include a sizable
diversifying acquisition amply funded with common equity.
Otherwise, the business portfolio would remain very exposed to
volatile North American drilling activity.  Furthermore, given
GRP's current business portfolio and sector outlook, Moody's would
consider an upgrade if the current up-cycle can be sustained long
enough to reduce debt to roughly $175 million and lease adjusted
debt to roughly $275 million.

Factors that could result in a downgrade would include a
relatively sizable leveraged acquisition, especially if the sector
outlook softens.  Moody's believes that GRP's current Corporate
Family Rating is compatible with average down-cycle conditions.
The note ratings could be re-notched and downgraded, even if the
Corporate Family Rating is not downgraded, if the secured debt
component rises very substantially and is not expected to be
refinanced quickly with senior unsecured debt or more junior
capital.

In second quarter 2005, GRP tendered for and retired its $200
million of 9.625% senior unsecured notes due 2007, incurring
substantial tender premiums and costs, funding the transaction
with $165 million of secured bank borrowings and balance sheet
cash.  Barring acquisitions, the current $119 million of bank debt
should be repaid by first-half 2006.  This bank debt does not
reflect an embedded working capital funding need.  If GRP incurs
softer business conditions, Moody's expects a resulting working
capital contraction to free cash for debt repayment.

Pro-forma for the note offering and pending tender transaction
costs, Moody's estimates pro-forma June 30, 2005 cash balances in
the range of $11 million, bank borrowings of roughly $140 million,
and $175 million of secured notes.  Adjusting balance sheet debt
for operating lease obligations, total June 30, 2005 lease-
adjusted debt would be in the range of $400 million.

Moody's expects GRP's 2005 EBITDA to be in the $300 million to
$330 million range (EBITDAR of $310 million to $340 million), with
fourth quarter 2005 likely to be the strongest quarter due to
stepped up Canadian winter drilling season demand.  Moody's does
note that the back-ended nature of 2005 EBITDA does pose a risk to
its forecast.  Moody's believes that 2005 pro-forma interest
expense would approximate $26 million ($20 million in 2006) and
capital spending would approximate $40 million ($45 million in
2006), excluding acquisitions.

Pro-forma June 30, 2005 Debt/Total Capital was roughly 31%,
Debt/Tangible Capital was roughly 49%, pro-forma EBITDA/Interest
Expense appears be in the range of 12x and EBITDAR coverage of
interest and rent appears to be in the range of 9x.  GRP carries a
strong current ratio in the range of 2.9x due to substantial long-
term debt and equity funding of short-term assets.  Moody's
currently believes that trough EBITDA should readily cover
interest expense plus roughly $40 million of capital spending.

GRP is the world's largest tubulars and connections supplier.
ReedHycalog is a leading provider of roller-cone and natural and
artificial diamond fixed-cutter drill bits, supplying the North
American and global markets.  The sector is consolidated, with the
top four competitors controlling roughly 90% of the drillbit
market.  Reed is the third largest supplier, with a reported
market share of approximately 20%.

Grant Prideco, Inc. is headquartered in Houston, Texas.


GRANT PRIDECO: Prices $200 Million of 6-1/8% Senior Notes
---------------------------------------------------------
Grant Prideco, Inc. (NYSE: GRP) has priced an offering of
$200 million aggregate principal amount of 6-1/8% Senior Notes
due 2015 pursuant to Rule 144A and Regulation S of the Securities
Act of 1933, as amended.  The Company elected to upsize the
offering, which was priced at par, from $175 million to $200
million. This transaction is expected to close on July 27, 2005.

The proceeds of the offering will be used to finance the cash
tender offer and consent solicitation launched on July 13, 2005
for the Company's outstanding 9% Senior Notes due 2009 and to
repay a portion of the outstanding borrowings under the Company's
senior secured credit facility drawn to fund the redemption of the
Company's 9 5/8% Notes retired on June 17, 2005.  The Company
expects to record non-recurring pre-tax charges related to the
Tender of approximately $22 million during the third quarter of
2005.

Upon closing of this transaction and the Tender, the Company will
have completed a comprehensive restructuring of its balance sheet.  
Along with its new bank credit facility and earlier redemption of
its 9-5/8% Notes, the Company will have extended debt maturities,
improved debt covenant structure and reduced annual interest
expense by approximately $19 million at current interest rates,
assuming the Tender is fully subscribed.

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 July 15, 2005,
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.


GT BRANDS: Wants Interim Access to DIP Loan & Cash Collateral
-------------------------------------------------------------
GT Brands Holdings LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to enter into a $1.1 million debtor-in-possession
financing agreement with a consortium of lenders led by JPMorgan
Chase Bank, N.A., as documentation and administrative agent, and
Bank of America, N.A., and HSBC Bank USA as co-syndication agents.  
The Debtors also ask the Court for permission to use cash
collateral securing repayment of prepetition obligations to their
lenders.

The Debtors need access to the cash collateral and the DIP loan to
finance their day-to-day ordinary course business expenses pending
consummation of a proposed sale of substantially all of their
assets to Gaiam, Inc.   

                      Prepetition Indebtedness

As of July 11, 2005, the Debtors' principal indebtedness include:

   -- $58 million in principal, plus $1.8 million accrued and
      unpaid interest under revolving and term loans made by the
      lenders;

   -- $341,000 in letter of credit reimbursement obligations; and

   -- fees and expenses incurred under the credit agreement.

                         Cash Collateral

The cash collateral will be used in accordance with a 12-week
budget provided to the Lenders covering the period from July 15,
2005, to Sept. 30, 2005.  In addition, the Debtors have also
agreed to provide the lenders:

     (i) eight-week rolling cash flow projections;

    (ii) monthly financial statements; and

   (iii) reports with respect to gross product sales and actual
         returns based on the sale systems reports and estimated
         media costs based on internal management reports.

The liens on the prepetition collateral, the replacement liens and
the 507(b) claims granted to the lenders are subject and
subordinate to a carve-out for the payment of:

   -- unpaid statutory fees;

   -- professional fees and disbursements;

   -- expense reimbursement of not more than $500,000 pursuant
      to the bidding procedures order;

   -- severance and bonus obligations; and

   -- administrative costs and expenses.

An event of default will occur under the interim DIP financing
order if the Debtors will not be able to consummate the proposed
sale before Sept. 30, 2005.

                 Adequate Protection & Security

To provide the Lenders with adequate protection required under 11
U.S.C. Sec. 363 for any diminution in the value of their cash
collateral, the Debtors will grant:

   -- a first priority perfected lien on all of the Debtors'
      otherwise unencumbered assets;

   -- a first priority, senior, priming and perfected lien upon:

      (a) that portion of the postpetition collateral that is
          comprised of the prepetition collateral and

      (b) postpetition collateral subject to a lien that is junior    
          to the liens securing the prepetition obligations; and

   -- a second priority, junior perfected lien upon all
      postpetition collateral which is subject to a validly
      perfected lien as of July 11, 2005.

The Lenders will receive superpriority liens on account of all DIP
loans.  Subject to the carve out, the DIP liens are prior and
senior to all liens and encumbrances of all other secured
creditors and will constitute valid and duly perfected security
interests and liens.

As additional adequate protection, the Debtors also ask the Court
for authority to pay or reimburse all reasonable fees, costs and
charges incurred after July 1, 2005, by the lenders.

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


HCA INC: Inks Pact to Sell Five Hospitals to LifePoint
------------------------------------------------------
HCA Inc. (NYSE: HCA) disclosed the signing of a definitive
agreement to sell five rural hospitals in Virginia and West
Virginia to LifePoint Hospitals, Inc., for approximately $285
million, plus working capital and other adjustments estimated to
be $45 million as of March 31, 2005.

The five facilities are part of a planned divestiture of 10
hospitals previously announced by HCA in March of 2005.  The five
facilities involved in the LifePoint agreement are:

    * Clinch Valley Medical Center, Richlands, Va.      200 beds
    * St. Joseph's Hospital, Parkersburg, W. Va.        325 beds
    * Saint Francis Hospital, Charleston, W. Va.        155 beds
    * Raleigh General Hospital, Beckley, W. Va.         369 beds
    * Putnam General Hospital, Hurricane, W. Va.         68 beds

Like all of the hospitals in the divestiture plan, these
facilities are located primarily in rural and non urban markets,
in contrast to the majority of the company's remaining hospitals
which are primarily located in larger urban and suburban areas.  
LifePoint currently owns a hospital in Martinsville, Va., one in
Wytheville, Va., one in Danville, Va. and two in Logan, W.Va.

"I am extremely pleased that these five facilities will be part of
LifePoint.  We believe LifePoint can focus the necessary resources
on these hospitals and enable them to compete more successfully
for capital thereby allowing them the best opportunity for success
in the future," stated Jack O. Bovender, Jr.  HCA's Chairman and
CEO. "The divestitures will allow HCA to redeploy capital to
support our hospitals in growing urban markets," concluded
Bovender.

The company is still pursuing discussions with various parties for
the divestiture of the remaining five hospitals and anticipates
completion of the divestitures by the end of 2005.  The remaining
five hospitals are:

    * Grandview Medical Center, Jasper, Tenn.            70 beds
    * River Park Hospital, McMinnville, Tenn.           127 beds
    * North Monroe Medical Center, Monroe, La.          255 beds
    * Southwestern Medical Center, Lawton, Okla.        212 beds
    * Capital Medical Center, Olympia, Wash.            119 beds

HCA believes the divestitures will not have a material effect on
its future financial position or results of operations.  The
transaction is expected to be completed in the fourth quarter of
2005 and is subject to customary regulatory approvals.

                        *     *     *

As reported in the Troubled Company Reporter on May 11, 2005,
Moody's Investors Service upgraded HCA Inc.'s speculative grade
liquidity rating to an SGL-1 from SGL-2.  The rating upgrade
reflects the company's excellent liquidity position with strong
cash flows, an undrawn $1.75 billion, five year revolver, and
improved cushion in its financial covenants following the
repayment of $700 million in debt during the first quarter of
2005.  HCA benefits from having a largely unencumbered asset base,
and Moody's notes that HCA recently announced plans to divest ten
hospitals that are located in non-strategic markets during 2005.

HCA's SGL-1 rating incorporates its relatively strong cash flow
generating capabilities.  Moody's notes that improvements in HCA's
equivalent admission growth rate due to increases in outpatient
volume, combined with the recent moderation of bad debt expense
due to a declining growth rate of uninsured patients contributed
to solid operating performance during the first quarter of 2005.

The company's senior implied rating is Ba2 with a stable outlook.


HERITAGE VILLAGE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Heritage Village Ventures II, Inc.
        c/o Charles Bowes
        International Plaza, Suite 430
        Philadelphia, Pennsylvania 19113

Bankruptcy Case No.: 05-19698

Chapter 11 Petition Date: July 15, 2005

Court: Eastern District of Pennsylvania (Philadelphia)

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


INTEGRATED PERFORMANCE: Pays $500K to Resolve Legacy Bank Dispute
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
approved a settlement agreement resolving the lease dispute
between Illinois-based electronics manufacturer Integrated
Performance Systems, Inc. (OTCBB: IPFS) and Legacy Bank of Texas.

Integrated Performance will pay Legacy Bank $500,000 to secure its
release from a leasehold agreement signed with C-Gate
Construction, Inc.  The payment also discharges Integrated
Performance from all claims arising out of the disputed lease.

Under the terms of the settlement, Integrated Performance will pay
Legacy Bank $100,000 by June 24, 2005.  The balance is payable
upon the Bankruptcy Court's approval of the agreement, but not
later than July 31, 2005.  If Integrated Performance fails to pay
the balance, Legacy Bank may apply the $100,000 to Integrated
Performance's obligations under the lease, and the Company will
remain fully liable under the lease.

                     The Lease Dispute

Integrated Performance signed a 20-year lease with C-Gate
Construction for a 60,000 sq. ft. manufacturing facility in
Frisco, Texas, years ago.  

Prior to Integrated Performance's merger with Best Circuit Boards,
Inc., on November 2004, C-Gate Construction reduced Integrated
Performance's monthly rent on the facility to $17,000 from $35,000
and changed the 20-year lease term to a month-to-month tenancy.  

Legacy Bank, a secured creditor in C-Gate Construction's
bankruptcy case, complained that the lease modification was made
without its approval and questioned whether:

     a) C-Gate Construction had the authority to execute the lease
        modification without the prior approval of the bankruptcy
        court; and

     d) an attornment agreement executed by C-Gate
        Construction in their favor would prevent C-Gate
        Construction from modifying the lease without their
        consent.

A copy of the lease agreement is available for free at:

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

               About Integrated Performance

Integrated Performance optimizes the performance of people by
leveraging technology to drive individual and organizational
results.  The company's iPerform Human Capital Performance
Platform integrates Learning Management, Performance Management,
Talent Management, and Organizational Development Systems into one
scalable and highly functional platform.   Leading organizations
like GE Capital, Perot Systems, McGraw Hill, and Square D Company
use iPerform to optimize performance and drive results.

IPS is also a leading developer of custom, web-based, multi-media
courseware for companies such as Achieve Global, Michelin Tire,
Cigna Insurance, Becton Dickinson, Potlatch Corp, Transamerica
Finance, Corbett Health, and Kemper Insurance.


JO-ANN STORES: Good Performance Prompts S&P to Lift Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Service raised its ratings on Hudson,
Ohio-based specialty retailer Jo-Ann Stores Inc.  The corporate
credit rating was raised to 'BB-' from 'B+' and the subordinated
debt rating was raised to 'B' from 'B-'.  The ratings were removed
from CreditWatch, where they were placed with positive
implications on March 14, 2005.  The outlook is stable.

"The upgrade reflects the company's improved operating performance
despite inconsistent quarterly results, and good credit protection
measures for the rating category," said Standard & Poor's credit
analyst Robert Lichtenstein.  Operating performance has been
driven by good execution and favorable industry trends in crafts.
Jo-Ann has reduced debt over the past two years, with total debt
to EBITDA of 3.7x at April 30, 2005.  Moreover, Standard & Poor's
believes the company will be able to maintain credit measures
commensurate with the rating category as capital expenditures are
largely financed through internally generated funds.

The ratings on Jo-Ann Stores reflect:

    * the risks associated with the company's participation in the
      competitive and fragmented craft and hobby industry,

    * its store conversion strategy, and

    * highly leveraged capital structure.

Jo-Ann Stores maintains a leading market position in the fabric
segment of the hobby industry, but trails Michaels Stores Inc. in
the crafts segment.  Because of better growth prospects for the
crafts industry, management's strategy is to reposition the
company as a fabric and crafts retailer from a predominantly
fabric retailer, by replacing existing stores with its Jo-Ann etc.
superstore format.  However, the company faces the challenges of
competing with crafts industry leader Michaels and managing a
higher level of inventory.


KB TOYS: Bankruptcy Court Approves Disclosure Statement
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved KB
Toys, Inc.'s Disclosure Statement explaining the Company's Plan of
Reorganization.  

Following Friday's ruling, the Debtor will now ask its creditors
to vote to accept the plan.  Aug. 12, 2005, is the deadline for
creditors to cast their ballots.  The bankruptcy court has
scheduled a plan confirmation hearing for Aug. 18, 2005.

                        Terms of the Plan

The Plan, which is proposed jointly by the Company and its
statutory Official Committee of Unsecured Creditors, is based on a
Plan Funding Agreement between the Company and PKBT Funding LLC,
an affiliate of Prentice Capital Management, LP.  Pursuant to the
Agreement, PKBT will invest $20 million in a reorganized KB Toys
and provide a seasonal over-advance credit facility of up to
$25 million in exchange for 90% of the common stock and 100% of
the preferred stock of the reorganized Company.  The remaining
common stock will be held by a trust for the benefit of the
unsecured creditors of those KB Toys entities being reorganized
under the Plan of Reorganization.

"KB's associates have worked extremely hard to strengthen the
Company's operations," KB Toys' chief executive officer, Michael
L. Glazer said.  "The Creditors Committee has supported our
efforts.  We greatly appreciate their encouragement and the
continued confidence displayed by the Company's creditors,
landlords and business partners."

Jonathan Duskin, a managing director of Prentice Capital said: "We
look forward to becoming the majority owners of KB Toys and are
excited about the Company's opportunities to improve its
performance and solidify its presence as America's neighborhood
toy store."

Under the Bankruptcy Court hearing schedule, the Company expects
that it will emerge from Chapter 11 before the 2005 holiday
season.  

                     Reorganization Progress

KB Toys, Inc., and 69 of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on January 14, 2004.  In the past year, KB has
taken a number of steps intended to strengthen its business
operations and enhance its financial performance.  These steps
include the closing of more than 600 stores, selling the Company's
Internet business, closing a distribution center, streamlining the
Company's management structure, reducing staffing levels at the
Company's headquarters and introducing more efficient business
practices throughout the organization.

The proposed Plan of Reorganization and Disclosure Statement are
available on the Company's Web site at http://www.kbtinfo.com/   

One of the largest toy retailers in the United States, KB Toys
-- http://www.kbtoys.com/-- (which once boasted 1,200 stores)   
operates about 650 stores under four formats:

            * KB Toys mall stores,
            * KB Toy Works neighborhood stores,
            * KB Toy Outlets and KB Toy Liquidator, and
            * KB Toy Express (in malls during the holiday season).

The company along with its affiliates filed for chapter 11
protection on January 14, 2004 (Bankr. Del. Case No. 04-10120).
The chapter 11 filing resulted in nearly 600 store closures and
4,000 layoffs.  In March 2004, KB Toys sold its KBToys.com
Internet business to an affiliate of D. E. Shaw, which renamed the
company eToys Direct.  Joel A. Waite, Esq., at Young, Conaway,
Stargatt, & Taylor, represents the toy retailer.  When the Debtors
filed for protection from its creditors, they listed consolidated
assets of $507 million and consolidated debts of $461 million.


KB TOYS: PKBT Funding Wins Bid to Finance Reorganization Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
PKBT Funding LLC's bid to fund KB Toys, Inc.'s Plan of
Reorganization.  PKBT, an affiliate of Prentice Capital
Management, LP, is poised to take control of the Company upon the
Plan's effective date, which is expected to occur shortly after
its confirmation.

The Court also approved KB Toys' Disclosure Statement explaining
the Company's Plan of Reorganization.  The Plan is based on a Plan
Funding Agreement between the Company and PKBT, pursuant to which
the Prentice affiliate will invest $20 million in a reorganized KB
Toys and provide a seasonal overadvance credit facility of up to
$25 million in exchange for 90% of the common stock and 100% of
the preferred stock of the reorganized Company.  The remaining
common stock will be held by a trust for the benefit of the
unsecured creditors of those KB Toys entities being reorganized
under the Plan of Reorganization.

"We look forward to becoming the majority owners of KB Toys and
are excited about the Company's opportunities to improve its
performance and solidify its presence as America's neighborhood
toy store," Jonathan Duskin, a managing director of Prentice
Capital said.

Under the Bankruptcy Court hearing schedule, the Company expects
that it will emerge from Chapter 11 before the 2005 holiday
season.  

                     Reorganization Progress

KB Toys, Inc., and 69 of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on January 14, 2004.  In the past year, KB has
taken a number of steps intended to strengthen its business
operations and enhance its financial performance.  These steps
include the closing of more than 600 stores, selling the Company's
Internet business, closing a distribution center, streamlining the
Company's management structure, reducing staffing levels at the
Company's headquarters and introducing more efficient business
practices throughout the organization.

The proposed Plan of Reorganization and Disclosure Statement are
available on the Company's Web site at http://www.kbtinfo.com/   

One of the largest toy retailers in the United States, KB Toys
-- http://www.kbtoys.com/-- (which once boasted 1,200 stores)   
operates about 650 stores under four formats:

            * KB Toys mall stores,
            * KB Toy Works neighborhood stores,
            * KB Toy Outlets and KB Toy Liquidator, and
            * KB Toy Express (in malls during the holiday season).

The company along with its affiliates filed for chapter 11
protection on January 14, 2004 (Bankr. Del. Case No. 04-10120).
The chapter 11 filing resulted in nearly 600 store closures and
4,000 layoffs.  In March 2004, KB Toys sold its KBToys.com
Internet business to an affiliate of D. E. Shaw, which renamed the
company eToys Direct.  Joel A. Waite, Esq., at Young, Conaway,
Stargatt, & Taylor, represents the toy retailer.  When the Debtors
filed for protection from its creditors, they listed consolidated
assets of $507 million and consolidated debts of $461 million.


KMART CORP: Lennar Wants to Withdraw Reference of Milton Issues
---------------------------------------------------------------
Pursuant to Section 157(d) of the Bankruptcy Code and Rule
5011(a) of the Federal Rules of Bankruptcy Procedure, LNR
Partners, Inc., formerly known as Lennar Partners, Inc., as
special servicer and attorney-in-fact for CAPCO 1998-D7
Pipestone, LLC, asks the U.S. District Court for the Northern
District of Illinois to withdraw the reference of a contested
matter with Milton Ventures, L.L.P.  

Lennar wants the case consolidated with a pending civil action
filed by CAPCO against Milton Ventures and certain related
defendants, pending before District Judge William Hibbler.

By virtue of a $5.5 million loan to Milton Ventures by CAPCO,
Milton Ventures granted CAPCO a mortgage, which encumbered real
estate and improvements located at 1959 Pipestone Road, Benton
Harbor, Michigan.  Milton Ventures also granted CAPCO an
Assignment of Leases and Rents, which granted CAPCO a lien and
security interest in, and an absolute and unconditional assignment
of, the Leases and the Rents.

According to Jerry L. Switzer, Jr., at Jenner & Block LLP, in
Chicago, Illinois, the Rents Assignment prohibited Milton
Ventures from collecting the Rents more than one month in advance,
or from assigning its interest in the Leases or the Rents.  One of
the leases subject to the Rents Assignment was a lease between
Milton Ventures and Kmart Corporation for Kmart Store No. 3421.

On July 29 and 30, 2002, Milton Ventures filed in the Bankruptcy
Court two proofs of claim against Kmart's estate for:

   (i) future rents arising from Kmart's rejection of the Lease;
       and

  (ii) postpetition and pre-rejection rents.

In August 2002, Milton Ventures defaulted on its loan obligations
to CAPCO by ceasing debt service payments.  Upon default, CAPCO
was automatically entitled to and owned the Rents, pursuant to the
Rents Assignment and Section 554.231 of the Michigan Compiled
Laws.

Mr. Switzer relates that on October 6, 2003, Milton Ventures filed
in the Bankruptcy Court an Assignment of Claims -- Claim Nos. 3772
and 53944 -- which purported to assign the Rent Claims to Richard
Kushnir.  Mr. Kushnir is a friend and business acquaintance of
Moshe Shalteil, a part owner and manager of Milton Ventures.  
CAPCO did not receive notice of the First Claims Assignment.

In March 2004, CAPCO initiated and subsequently purchased the
Pipestone Property at a non-judicial foreclosure sale pursuant to
its rights under the Mortgage, which resulted in a deficiency of
$1,526,537.  Then, on April 13, 2004, CAPCO -- through Lennar --
filed in the Bankruptcy Court a notice of interest in the Rent
Claims to satisfy the deficiency.  The Notice stated that absent a
timely, valid objection, the Rent Claims would be transferred to
CAPCO.

On April 29, 2004, Milton Ventures objected to the Notice,
asserting for the first time that it had transferred the Rent
Claims to Mr. Kushnir and, thus, the Rent Claims were not owned by
CAPCO.  Milton Ventures did not set the Objection for hearing, as
required by Section 3001(e)(5) of the Federal Rules of Bankruptcy
Procedure.

On August 5, 2004, Milton Ventures caused an ex parte Agreed
Order Resolving Lease Rejection Rent Claim and Administrative
Expense for Kmart Store No. 3421 to be entered by the Bankruptcy
Court, which purported to settle the Contested Matter regarding
ownership of the Rent Claims by:

   -- allowing the Rent Claims in favor of Milton for $827,215;
      and

   -- directing payment on the Claims to Simone Shalteil, also
      known as Simone Saragosi.

Mr. Switzer says that while the Ex Parte Order was denominated as
"Agreed," CAPCO did not agree to and had no notice of its entry.
On learning of the Ex Parte Order, CAPCO filed:

   (a) a complaint against Milton Ventures, Messrs. Moshe
       Shalteil and Kushnir, and Ms. Saragosi in the District
       Court, alleging causes of action for conversion, avoidance
       and recovery of fraudulent transfer, waste, fraud, and
       tortuous interference of contract.  The Civil Action is
       pending before Judge Hibbler; and

   (b) a motion in the Bankruptcy Court to vacate the Ex Parte
       Order pursuant to Rule 9014 of the Federal Rules of
       Bankruptcy Procedure and Rule 60(b) of the Federal Rules
       of Civil Procedure.

The Bankruptcy Court vacated the Ex Parte Order on April 19,
2005.

On May 6, 2005, Kmart filed in the Bankruptcy Court an adversary
complaint against Ms. Saragosi alleging claims for, among other
things, replevin and unjust enrichment.

At the April 19, 2005 hearing, the Bankruptcy Court suggested that
CAPCO request withdrawal of the reference of the Contested Matter
regarding ownership of the Rent Claims.

Mr. Switzer explains that judicial economy is served by
withdrawing the reference of the Contested Matter so that the
District Court can decide all of the related factual and legal
issues in both the Contested Matter and the Civil Action, thus
resulting in significant cost savings.  Having the District Court
decide both the Civil Action and the Contested Matter will also
avoid the possibility of inconsistent findings of fact and
conclusions of law by the Bankruptcy and District Courts.

Withdrawal will not adversely affect the administration of
Kmart's estate because the estate's liability on account of the
Rent Claims has already been established.  Rather, the sole issue
in the Contested Matter is the ownership of the Rent Claims, which
must be determined so that Kmart knows to whom distributions
should be made.

Mr. Switzer says that the relative familiarity of the Bankruptcy
and District Courts to the issues in the Contested Matter supports
withdrawal, or at worst is a neutral factor.

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


KMART CORP: Michal Sanford Asks Court for Leave to File Claim
-------------------------------------------------------------
Michal Ann Sanford asks the U.S. Bankruptcy Court for the Northern
District of Illinois for leave to file a late proof of claim
against Kmart Corporation.

On August 28, 2002, Ms. Sanford slipped and fell at a Big Kmart in
Oak Lawn, County of Cook, State of Illinois.  Ms. Sanford filed a
complaint with the Illinois state court on August 28, 2004,
alleging negligence and premises liability against Kmart.

Rodrick F. Wimberly, Esq., in Chicago, Illinois, tells the Court
that Ms. Sanford did not have proper notice of Kmart's bankruptcy,
nor its effect on her claim against Kmart.  While Kmart's First
Amended Joint Plan of Reorganization may provide adequate notice
to those creditors that have business relationships with Kmart and
would have known of its bankruptcy, Ms. Sanford did not have that
relationship, as she was just a prospective shopper in the store
and would not have any particular reason to know of Kmart's
bankruptcy.

As a result, Mr. Wimberly maintains, Ms. Sanford was unable to
submit a notice of, and request for payment of a claim within the
proscribed time frame under the Plan.  Ms. Sanford contacted
Kmart on several occasions, but she was never contacted back.  As
her counsel, Mr. Wimberly attempted to contact Kmart on several
occasions regarding Ms. Sanford's claim as a pre-litigation step
in state court, but Kmart never responded.

Mr. Wimberly argues that Kmart must show that Ms. Sanford was
notified of its Chapter 11 petition and failed to file a request
for payment after receiving the notice.  According to Mr.
Wimberly, there is absolutely no evidence to suggest that Kmart
properly notified Ms. Sanford to allow her claim to be denied as
untimely under the Plan.

Ms. Sanford should also not be punished for Kmart's negligence or
deceptive conduct for its notification of its bankruptcy status
after the deadline.  Mr. Wimberly assures the Court that granting
Ms. Sanford's request would not create undue prejudice against
Kmart.  On the other hand, denial of the request would deprive
Ms. Sanford recovery on a legitimate claim for her injuries
against Kmart.

Though Kmart failed to notify Ms. Sanford, it notified certain
prospective claimants of its bankruptcy filing and any claimants
of the bar date.  Mr. Wimberly contends that Kmart had the same
duty to notify Ms. Sanford but failed to do so, and as a result,
her claim should not be time-barred.

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)


LEROY WICKLUND: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: LeRoy Rudolph & Anita Caramba Wicklund
        18904 Burke Avenue North
        Seattle, Washington 98133

Bankruptcy Case No.: 05-19000

Chapter 11 Petition Date: July 14, 2005

Court: Western District of Washington (Seattle)

Debtor's Counsel: Christopher C. Meleney, Esq.
                  12811 8th Avenue West, Suite A201
                  Everett, Washington 98204
                  Tel: (425) 355-7575
                  Fax: (425) 353-5209

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


LIFEPOINT HOSPITALS: Buying Five Hospitals from HCA for $285 Mil.
-----------------------------------------------------------------
HCA Inc. (NYSE: HCA) signed a definitive agreement to sell five
rural hospitals in Virginia and West Virginia to LifePoint
Hospitals, Inc., for approximately $285 million, plus working
capital and other adjustments estimated to be $45 million as of
March 31, 2005.

The five facilities are part of a planned divestiture of 10
hospitals previously announced by HCA in March of 2005.  The five
facilities involved in the LifePoint agreement are:

    * Clinch Valley Medical Center, Richlands, Va.      200 beds
    * St. Joseph's Hospital, Parkersburg, W. Va.        325 beds
    * Saint Francis Hospital, Charleston, W. Va.        155 beds
    * Raleigh General Hospital, Beckley, W. Va.         369 beds
    * Putnam General Hospital, Hurricane, W. Va.         68 beds

Like all of the hospitals in the divestiture plan, these
facilities are located primarily in rural and non urban markets,
in contrast to the majority of the company's remaining hospitals
which are primarily located in larger urban and suburban areas.  
LifePoint currently owns a hospital in Martinsville, Va., one in
Wytheville, Va., one in Danville, Va. and two in Logan, W.Va.

"I am extremely pleased that these five facilities will be part of
LifePoint.  We believe LifePoint can focus the necessary resources
on these hospitals and enable them to compete more successfully
for capital thereby allowing them the best opportunity for success
in the future," stated Jack O. Bovender, Jr.  HCA's Chairman and
CEO. "The divestitures will allow HCA to redeploy capital to
support our hospitals in growing urban markets," concluded
Bovender.

The company is still pursuing discussions with various parties for
the divestiture of the remaining five hospitals and anticipates
completion of the divestitures by the end of 2005.  The remaining
five hospitals are:

    * Grandview Medical Center, Jasper, Tenn.            70 beds
    * River Park Hospital, McMinnville, Tenn.           127 beds
    * North Monroe Medical Center, Monroe, La.          255 beds
    * Southwestern Medical Center, Lawton, Okla.        212 beds
    * Capital Medical Center, Olympia, Wash.            119 beds

HCA believes the divestitures will not have a material effect on
its future financial position or results of operations.  The
transaction is expected to be completed in the fourth quarter of
2005 and is subject to customary regulatory approvals.

LifePoint Hospitals, Inc., is a leading hospital company focused
on providing healthcare services in non-urban communities, with 50
hospitals, approximately 5,285 licensed beds and combined revenues
of approximately $1.9 billion in 2004.  Of the combined 50
hospitals, 46 are in markets where LifePoint Hospitals is the sole
community hospital provider.  LifePoint Hospitals' non-urban
operating strategy offers continued operational improvement by
focusing on its five core values: delivering high quality patient
care, supporting physicians, creating excellent workplaces for its
employees, providing community value and ensuring fiscal
responsibility.  Headquartered in Brentwood, Tennessee, LifePoint
Hospitals is affiliated with approximately 18,000 employees.

                        *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Brentwood, Tennessee-based hospital operator LifePoint Hospitals,
Inc. (BB/Negative/--).

The affirmation follows the company's increase in the size of its
senior secured term loan B by $150 million, to $1.4 billion.
While the 'BB' bank loan rating and '3' recovery rating on the
loan (indicating the expectation for meaningful {50%-80%} recovery
of principal in the event of a payment default) were affirmed, the
recovery rating is now considered a weak '3' with the additional
term debt.

LifePoint will use the proceeds of this loan, along with a
$192 million privately placed senior subordinated loan (unrated),
to help refinance its existing convertible notes and finance a
hospital acquisition.  Pro forma for the transaction, debt will be
approximately $1.65 billion.

"The ratings on LifePoint are based on the company's aggressive
growth strategy and moderately high leverage since the recent
completion of the acquisition of Province Healthcare," said
Standard & Poor's credit analyst David Peknay.  The closing of
this acquisition in April 2005 strengthened the company's business
profile and increased the size of its hospital portfolio to 50
facilities from 30.  The diversity of the portfolio improved, as
the company's largest state of operation, Kentucky, should now
generate less than 20% of revenues, where it previously
contributed 30%.


LOCATEPLUS HOLDINGS: Completes $8 Million Financing
---------------------------------------------------
LocatePLUS Holdings Corp. (OTC Bulletin Board: LPLHA, LPLHB,
LPLHW) has closed on an aggregate $8 million financing.  The
financing consists of 3% senior convertible notes which are
convertible into the Company's common stock at a conversion price
of $0.10 per share and warrants to acquire an aggregate of
32,000,000 shares of common stock at an exercise price of $0.15
per share.  

The investment was led by the Special Situations Funds, which
invested a total of $5,000,000 and included $1,000,000 from
Greenway Capital.  Laidlaw & Company (UK) Ltd., a New York-based
investment and merchant banking company, acted as placement agent
for the transaction.  Proceeds of the investment will be used to
retire outstanding debt owed to Laurus Master Fund, Ltd. and for
working capital purposes.

                     Stock Recapitalization

In connection with the financing, the Company has agreed to pursue
a recapitalization of its capital stock by combining shares of the
Company's Class A Voting Common Stock and Class B Nonvoting Common
Stock into a single class of voting common stock and by seeking to
effect a 1-for-50 reverse stock split.

"We are taking these actions at this time to simplify our capital
structure so that we can make the Company more attractive to
potential investors," LocatePLUS CEO Jon Latorella, said.  "We
hope that the recapitalization will allow us to qualify to include
our shares in a national trading market, thereby increasing the
liquidity of our shares and simplifying future capital raising
activities."

Mr. Latorella concluded, "We believe the combination of our recent
financing, substantial debt reduction, double-digit annual revenue
growth, technological advancements and strong infrastructure,
along with a proposed simplified capital structure, position
LocatePLUS to emerge as a new and powerful player in the identity
validation space."

LocatePLUS Holdings Corp. -- http://www.locateplus.com/-- and its  
subsidiaries, are industry-leading providers of public information
and investigative solutions that are used in homeland security,
anti-terrorism and crime fighting initiatives.  The Company's
proprietary, Internet-accessible database is marketed to business-
to-business and business- to-government sectors worldwide.  
LocatePLUS' online customer base numbers approximately 20,000
members, including over 2,000 law enforcement agencies and many
major police departments across the country.  Clients include
leading U.S. agencies, including the FBI (Federal Bureau of
Investigation), ATF (Bureau of Alcohol, Tobacco, Firearms and
Explosives) and DEA (Drug Enforcement Administration). Channel
partners include Loislaw, Earthlink, Imaging Automation,
AssureTec, Metro Risk Management LLC, and the nation's leading
recruitment site.

                        *     *     *

As reported in the Troubled Company Reporter on July 7, 2005,
Livingston & Haynes, P.C., of Wellesley, Massachusetts, expressed
substantial doubt about LocatePLUS Holdings Corporation'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 accumulated deficit and
substantial net losses in each of the past three years.  Auditors
at Carlin, Charron & Rosen LLP expressed similar doubts after they
looked at LocatePLUS' 2003 financial statements.

At Mar. 31, 2005, LocatePLUS Holdings Corporation's balance sheet
showed a $1,769,007 stockholders' deficit, compared to a
$1,223,608 deficit at Dec. 31, 2004.


LONG BEACH: S&P Pares Ratings on Two Certificate Classes to B
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on class II-
M1 of Long Beach Mortgage Loan Trust 2002-2 to 'AAA' from 'AA'.  
At the same time, the ratings on three classes from the same
transaction are lowered, and the rating on one class is affirmed.

The raised rating is based on a projected credit support
percentage that is sufficient to protect the class from losses at
the higher rating level, despite the poor performance of the
mortgage pool.  Based solely on the amount of subordination
available to this class, the projected credit support percentage
is 2.40x the level associated with the higher rating.  In
addition, cumulative losses are above the cumulative loss trigger
threshold, which prevents principal from being paid to the
subordinate classes.  Class II-M1 is the most senior outstanding
class in this pool.

The lowered ratings are based on pool performance that has led to
losses that have outpaced excess interest for the past eight
months.  On average, losses have been approximately 3x excess
interest during this period.  This trend has led to an erosion of
overcollateralization.  In addition, since the senior II-A class
paid off in June 2005 and the cumulative loss trigger did not go
into effect until July 2005, this pool was able to step down its
subordination and its overcollateralization target during that
month.  Starting July 25, 2005, the cumulative loss trigger will
be 2.25% of the original pool balance and will increase each
month.  Currently, cumulative losses are at 2.61% of the original
pool balance.  Ninety-plus-day delinquencies (including
foreclosures and REOs) are 20.42% of the current pool balance.

The rating affirmation is based on a credit support percentage
that is sufficient to maintain the current rating on the
securities.  Based solely on the subordination available to this
class, the projected credit support is 1.95x the credit support
level associated with the current rating.

Long Beach Mortgage Co. either originated or acquired all of the
mortgage loans used as collateral in this pool in accordance with
its underwriting standards.  The underlying collateral for these
transactions consists primarily of fixed- and adjustable-rate,
first-lien, 30-year mortgage loans on single-family homes, which
do not conform to the purchase guidelines of Fannie Mae.  Credit
support for this transaction comes from a combination of
subordination, excess interest, and overcollateralization.
   
                           Rating Raised
   
               Long Beach Mortgage Loan Trust 2002-2

                                    Rating
                                    ------
                      Class      To        From
                      -----      --        ----
                      II-M1      AAA       AA
   
                           Ratings Lowered
   
               Long Beach Mortgage Loan Trust 2002-2

                                    Rating
                                    ------
                      Class      To        From
                      -----      --        ----
                      M3         BBB-      BBB
                      M4A        B         BBB-
                      M4B        B         BBB-
   
                           Rating Affirmed
   
               Long Beach Mortgage Loan Trust 2002-2
   
                         Class      Rating
                         -----      ------
                         M2         A


MADISON RIVER: Moody's Rates Proposed $525MM Facilities at B1
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Madison
River Capital, LLC's proposed senior secured credit facilities.
The ratings for the new proposed credit facilities reflect:

   * the company's relatively high leverage;

   * nominal organic growth prospects; and

   * growing competition offset by strong and stable cash flow
     generation, high and slightly improving margins, and a
     favorable regulatory environment.

Moody's has assigned these ratings:

   * $75 Million Senior Secured Revolving Credit Facility
     (matures 7 years from closing) -- B1

   * $450 Million Senior Secured Term B Loan (matures 7 years
     from closing) -- B1

Moody's has affirmed these ratings:

   * Corporate family rating (formerly known as the senior implied
     rating) -- B1

   * $200 million 13.25% Senior Notes due 2010 -- B3

The ratings outlook is stable.

The B1 corporate family rating reflects:

   * Madison River's high leverage (roughly 5.5x total debt
     to EBITDA);

   * vulnerability to heightened wireless or cable telephony
     competition in its rural markets; and

   * its relatively flat top-line growth prospects.  

Stable and dependable operating cash flow, a favorable regulatory
environment, and barriers to competitive entry support the
ratings.  The ratings also reflect Moody's expectation that
Madison River will launch its delayed initial public offering
within the next twelve months and will use the proceeds to reduce
leverage to below 4.5x total debt to EBITDA.  The ratings also
acknowledge Madison River's slightly improving margins and
operating cash flow generation.

EBITDA margins have improved from 47% at year-end 2002 to over 50%
(51% as of Q1'05). Rather low capital spending (i.e. compared to
other rural local exchange carrier, RLEC, peers) has enabled the
company to generate significant free cash flow relative to its
revenues.  Madison River's ability to sustain capital expenditures
at or below 7% of revenues is predicated on the company's recent
network upgrades and is supported by high DSL penetration rates
(23% as of Q1'05).  Capital spending levels are a key rating
driver for Madison River.

The stable outlook reflects Moody's view that Madison River's
improved cash flow capacity is sustainable and that operational
challenges stemming from network quality, regulatory changes or
cable competition will be slow to develop.  An IPO similarly sized
to the one the company has been contemplating would provide
Madison River with $150-200 million of proceeds with which to
reduce leverage.  Since Moody's believes further ratings
improvements requires a material leverage reduction, completing an
IPO within the next twelve months could change the ratings outlook
to positive if coupled with improving financial performance (e.g.
revenue stability and margin improvement).

Subsequent to an IPO, Moody's expects that Madison River will pay
a common dividend equal to roughly 75% of its free cash flow,
which is typical of similar recent RLEC IPO transactions.  Though
IPO proceeds would be used to reduce leverage, the high dividend
payout also reduce free cash flow, thereby impeding the company's
ability to reduce debt and limiting potential upwards rating
movement.

Relatively high pro forma leverage, which implies a slim level of
asset coverage of total debt obligations, constrains the B1
corporate family rating.  Nonetheless, the rating incorporates
Moody's belief that Madison River will continue to generate strong
and predictable operating cash flow, and benefit from a favorable
regulatory environment and barriers to competition.  Until the
company launches its high dividend payout IPO, Moody's expects
that Madison River will use excess free cash flow, which had been
earmarked to pay common dividends, to reduce debt.  Moody's
understands, to the extent that free cash flow is not used to call
its 13.25% notes, that the credit agreement will require that 50%
of excess cash flow (to be defined) be used to prepay bank debt.

Moody's believes further ratings improvements would require a
material reduction of the company's pro forma debt load.
Subsequent to the IPO, the company's payment of a substantial
common dividend would significantly reduce free cash flow
generation thereby impeding further debt reduction.  

Additionally, increased capital spending, which is currently
running at less than 7% of annual revenues and far lower than
industry average, would also impede the company's ability to
reduce leverage.  Such an increase could be required to meet
competitive challenges or improve service quality.  Moody's would
likely raise Madison River's ratings if the company can sustain
free cash flow to debt around 5% - pro forma for an IPO.
Conversely, if EBITDA margins fall below 50% for a prolonged
period or total leverage continues to exceed 5.0x due to
protracted delays with the company's planned IPO, the ratings
could fall.

In late December 2004, Madison River Communications Corp.
announced an IPO of its common equity.  In February 2005, the
company secured commitments for a $530 million senior secured
credit facility.  A condition precedent to drawing the facility
($455 million in term loans, plus a $75 million revolver) was the
successful launching of the IPO.  However, because of unfavorable
market conditions, the company delayed its IPO and allowed the
credit facility commitments to lapse (i.e. the company did not
apply for a commitment extension).

The proposed $525 million credit facility effectively replaces the
former credit facility.  However, drawing under the proposed
facility is not contingent upon a concurrent IPO (as it had been
with the former facility), thereby freeing the company to pursue
an IPO when it is opportunistic to do so.  Madison River will use
the proceeds from the proposed credit facility to refinance $375
million of Rural Telephone Finance Cooperative debt and to call
nearly $80 million of the 13.25% senior notes due 2010.

Moody's expects that Madison River Telephone Company, LLC and each
of the borrower's Tier 1 domestic subsidiaries (collectively, the
"guarantors") will jointly, severally and unconditionally
guarantee the credit facilities.  Moody's further understands that

   1) all assets of the borrower and Tier 1 domestic subsidiaries;
      and

   2) a perfected security interest in all the capital stock of
      the borrower and Tier 1 domestic subsidiaries will secure
      the credit facilities.

Moody's does not notch up the credit facility rating relative to
the corporate family rating.  The proposed credit facilities will
comprise a large percentage (over 75%) of Madison River's pro
forma total debt -- assuming that roughly $80 million of the
13.25% senior unsecured notes are called.  The 13.25% senior notes
are currently rated two notches below the B1 corporate family
rating since these notes are unsecured, do not benefit from
upstream operating subsidiary guarantees, and are effectively
subordinated to all of the company's subsidiaries' payables.  The
notes' lower priority claim on the company's assets increases
likelihood of impairment in a distress scenario.

Although the company has faced limited threats from wireless and
technology substitution, cable, and VoIP services to date, Moody's
believes these will present increasing challenges to Madison River
over time.  As a result, Moody's expects continued secondary
access line losses (total access lines have been declining at
roughly 2-3% per year, though year-over-year access lines losses
at Q1'05 were nearly 3.3% part of which is due to non-recurring
events such as Hurricane Ivan and the full deployment of troops
from Fort Stewart in Georgia) and slow margin erosion, as the
company's bundled "No Limits" offering and its position as the
rural incumbent carrier moderates some of the competitive
challenges.

Madison River Capital LLC is a rural local exchange carrier
headquartered in Mebane, North Carolina.


MADISON RIVER: S&P Rates $525 Million Loans at B+
-------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Mebane, North Carolina-based Madison River Telephone Co.
LLC to 'B+' from 'B'.  All other ratings for Madison and its
related entities, Madison River Capital LLC and Madison River
Finance Corp., also were raised.

At the same time, Standard and Poor's assigned a 'B+' rating to
Madison River Capital LLC's $525 million of secured bank
facilities, including a $75 million revolving credit and a $450
million term loan B.  A '4' recovery rating was also assigned to
these bank loans, indicating prospects for recovery of 25% to 50%
of principal in a payment default.  The bank loan rating is based
on preliminary information, subject to receipt of final bank loan
documents.

The outlook is stable.  Madison River is a rural local exchange
carrier with a very modest sized competitor local exchange carrier
business.  Proceeds of the new bank facilities will be used
primarily to repay debt.  Ratings for holding company Madison
River Communications Corp. have been withdrawn.  This entity was
formed for the planned initial public equity offering which this
bank financing is currently replacing.  Pro forma for the
refinancing, Madison River will have about $594 million of total
debt and preferred stock outstanding as of June 30, 2005.

"The upgrade is based on the company's good operating performance
in the last year, especially its success in marketing DSL and
limiting access line losses, despite an increasingly competitive
business environment," said Standard & Poor's credit analyst
Catherine Cosentino.  The company's nearly ubiquitous DSL
footprint has helped it achieve a residential DSL penetration of
primary residential access lines well above its peers, at 34% as
of March 31, 2005.

The company's access-line losses totaled 2.5% for 2004, and 3.3%
on a year-over-year basis as of March 31, 2005.  While these
levels are only average for the rural local exchange carrier
industry, they include a significant amount of losses because of
damage from a hurricane in late 2004, much of which are expected
to eventually return to service.  Excluding hurricane related
losses, the year over year access line decline was a modest
1.7% as of March 31, 2005. These characteristics provide a degree
of revenue and EBITDA stability.


MERCADO EL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Mercado El Mirage Indoor Swap Meet, LLC
        P.O. Box 23
        El Mirage, Arizona 85335
        

Bankruptcy Case No.: 05-12690

Type of Business: The Debtor operates (or operated) an indoor
                  flea market.  See directory listing and
                  pictures from SwapMeetNews.com at
                  http://ResearchArchives.com/t/s?73
                  
Chapter 11 Petition Date: July 13, 2005

Court: District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: David Allegrucci, Esq.
                  Allegrucci Law Office PLLC
                  18001 North 79th Avenue, Suite B-46
                  Glendale, Arizona 85308
                  Tel: (623) 412-2330
                  Fax: (623) 878-9153

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


MIRANT CORP: Asks Court to Disallow Avon Park's $1.25M Claim
------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to disallow in
its entirety Claim No. 3974 filed by IPS Avon Park Corporation.

IPS filed the claim on October 14, 2003, against Debtor Shady
Hills Power Company LLC for $1,250,000.

IPS alleged that Shady Hills owed IPS $1,250,000 based on an
Agreement, dated September 5, 2000, entered into between and
among IPS, D.E. Jones Consulting, Inc., El Paso Merchant Energy
Holding Company, Shady Hills Power and Shady Hills Holding
Company, L.L.C.

At the time the IPS Agreement was entered into, Shady Hills
Holding held a 95% equity interest in Shady Hills Power and IPS
and DEJ each owned 2.5%.  Pursuant to the IPS Agreement, Shady
Hills Holding purchased the equity interests held by IPS and DEJ,
at which time Shady Hills Power became a wholly owned subsidiary
of Shady Hills Holding.

Also pursuant to the IPS Agreement, Shady Hills Power agreed to
pay IPS and DEJ a "development fee":

    (i) $750,000 upon issuance of a notice to proceed with certain
        construction; and

   (ii) $750,000 on January 5, 2001.

Shady Hills Power also agreed, in the event of an expansion of
the development project, to make a one-time payment of $1,250,000
to each of IPS and DEJ.  This expansion has not yet occurred.

On July 30, 2001, Shady Hills Holding and Mirant Americas, Inc.,
entered into a Purchase and Sale Agreement.

Pursuant to the P&S Agreement, Shady Hills Holding agreed to sell
its equity interest in Shady Hills Power to MAI.  The P&S
Agreement specifically provided that the IPS Agreement was
excluded from the sale of Shady Hills Power and would be assigned
to Shady Hills Holding or an affiliate.

As the evidence clearly demonstrates, the Debtors assert that
they have no liability to IPS.  Thus, the Claim lacks a basis in
fact or law and should be disallowed in its entirety.

Moreover, in order to have any claim, IPS Avon must have suffered
damages.  The amount owing, if any, under the IPS Agreement is
due only upon the expansion of the Shady Hills Power plant.  At
this time, the Debtors point out, no expansion has occurred, and
the Debtors are not currently planning an expansion.  Hence, the
Debtors contend, IPS Avon's Claim is contingent, speculative, not
cognizable under applicable law and should be disallowed in its
entirety.

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


MIRANT CORP: Bankr. Court Approves Mirant Canal's Consent Order
---------------------------------------------------------------
Thomas E. Lauria, Esq., at White & Case LLP, in Miami, Florida,
recounts that Mirant Canal, LLC, owns a power plant in Sandwich,
Massachusetts.  The Plant has two generating units -- Unit No. 1
is fueled by oil and Unit No. 2 is fueled by both oil and natural
gas.

In December 2001, Mirant Canal submitted an Emission Control Plan
application to the Commonwealth of Massachusetts' Department of
Environmental Protection, in compliance with Section 7.29 of
Chapter 310 of the Code of Massachusetts Regulations, which
section relates to emission standards for power plants.  Mr.
Lauria explains that the purpose of Section 7.29 is to control
emissions of, among others, nitrogen oxide and sulfur dioxide
from certain facilities in Massachusetts, including Mirant Canal,
by establishing output-based emission rates.  In part, Section
7.29 contains these emission requirements:

                      Compliance required    Compliance required
   Type of Emission    by October 1, 2004    by October 1, 2006
   ----------------   -------------------    -------------------
    Nitrogen Oxide    Will not exceed        Will not exceed
                      1.5 lbs./MWh           3.0 lbs./MWh
                      calculated over any    calculated over any
                      consecutive 12-month   individual calendar
                      period, recalculated   month.
                      monthly.

    Sulfur Dioxide    Will not exceed        Will not exceed
                      6.0 lbs./MWh           3.0 lbs./MWh
                      calculated over any    calculated over any
                      consecutive 12-month   consecutive 12-month
                      period, recalculated   period, recalculated
                      monthly.               monthly.

                                             Will not exceed
                                             6.0 lbs./MWh
                                             calculated over any
                                             individual calendar
                                             month.

Mr. Lauria relates that the First ECP proposed that Mirant Canal
achieve compliance with Section 7.29, in part, through repowering
Mirant Canal's Unit No. 2.  The proposed plan made Mirant Canal
eligible for emissions-compliance dates beginning in October
2006.

Business conditions later prevented Mirant Canal from repowering
Unit No. 2, Mr. Lauria notes.  Consequently, Mirant Canal
submitted a revised ECP to the Department in March 2002.  The
Department approved the revised ECP, but advanced Mirant Canal's
emissions-compliance date by two years, to October 1, 2004.

On June 28, 2002, Mirant Canal appealed the Approved ECP to the
Commonwealth's Office of Administrative Appeals.  Thirteen
individuals, known collectively as Cape Clean Air, intervened in
the Appeal.  Simultaneously, Mirant Canal also commenced an
action in Suffolk Superior Court against the Department.

In the Appeal and the Superior Court Action, Mirant Canal
asserted that operational data from 2001, 2002, and 2003
demonstrated that it was not technically feasible for Mirant
Canal to comply with the requirements of Section 7.29 unless it
made significant and unduly costly improvements to the generating
units of the Plant.  To make the improvements, Mirant Canal would
need to obtain state and local permits, undertake engineering
activities, and purchase and install the emission reduction
equipment.  Mirant Canal argued that compliance prior to
October 1, 2004, was not feasible because, among other reasons,
there would be insufficient time to satisfy the regulatory
conditions.

Through negotiations, Mirant Canal, the Department, and Cape
Clean Air eventually reached an agreement resolving the Appeal
and the Superior Court Action.  The Agreement is memorialized in
an Administrative Consent Order, with these pertinent terms:

    (a) Prior to October 1, 2006, Mirant Canal will make
        reasonable efforts to control nitrogen oxide emissions at
        the Plant so that the emissions do not exceed a facility-
        wide average of 1.7 lbs./MWh calculated over a rolling
        12-month period.  However, the nitrogen oxide emissions
        will not exceed an average of 2.0 lbs./MWh, calculated
        over a rolling 12-month period;

    (b) Between June 1, 2006, and October 1, 2006, sulfur dioxide
        emissions from the Plant will not exceed a 9.0 lbs./MWh
        facility-wide average rate;

    (c) With regard to Unit No. 1, Mirant Canal will:

        -- prosecute pending applications to the Cape Cod
           Commission for necessary permits to install a permanent
           system to supply aqueous ammonia to Unit No. 1's
           selective catalytic reduction system;

        -- on or before May 1, 2005, install and begin continuous
           operation of that ammonia supply system; and

        -- make reasonable efforts to control ammonia emissions
           from the Unit No. 1 selective catalytic reduction
           system so that the emissions do not exceed two parts
           per million by volume, dry basis correct to three
           percent oxygen, and in no event will ammonia slip
           exceed five parts per million by volume, dry basis
           corrected to three percent oxygen;

    (d) With regard to Unit No. 2, Mirant Canal will:

        -- submit to the Department an application for the
           installation and operation of a selective non-catalytic
           reduction system on or before September 15, 2006;

        -- file applications for all other permits required to
           implement the application;

        -- install all of the components for that system on or
           before September 20, 2006; and

        -- after installation of that system, Mirant Canal will
           operate the system to achieve compliance with the
           emissions limits;

    (e) Mirant Canal will designate an in-house Environmental
        Representative to address any complaints from the public
        or local, state or federal officials concerning Mirant
        Canal's air emissions;

    (f) Mirant Canal will provide quarterly reports to the
        Department, which will set forth:

        -- the status of permitting and installation of the
           emission reduction systems; and

        -- the status of Mirant Canal's progress towards achieving
           the agreed emissions rates; and

    (g) The parties will dismiss the Superior Court Action within
        14 days after approval of the Consent Order in the Appeal
        and the subsequent dismissal of the Appeal.

Although Mirant Canal believes strongly in its position with
respect to the Approved ECP, there is a lack of clarity and
uncertainty with respect to the resolution of that issue in
litigation.  Therefore, Mirant Corporation and its debtor-
affiliates determined that the prudent course is to enter into the
Consent Order in an expedient and cost-effective manner.

Moreover, Mr. Lauria contends that because of the complexity of
the legal and factual issues regarding the Appeal and the
Superior Court Action, resolution of those actions could further
delay the Debtors' Chapter 11 cases.  Some of the Debtors' key
personnel and management would be focused on managing the
litigation rather than the Debtors' emergence from Chapter 11.
In addition, the expense of any litigation would be an
unnecessary expense and burden on the Debtors.  Litigation could
take several years to finally resolve and could potentially be
subject to various appeals.

The Debtors attest that they strive to achieve the appropriate
balance of supplying dependable, low-cost energy in an
environmentally responsible manner.  The Debtors state that they
have specifically committed to pursing emission control
technology and operating strategies to reduce air emissions.  The
Consent Order appropriately balances the Debtors' commitment to
environmental stewardship and their fiduciary duties to
creditors, Mr. Lauria says.

Accordingly, at the Debtors' request, the Court approves the
Consent Order.

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)


MOREHEAD MEMORIAL: Moody's Withdraws Ba1 Rating on $7 Mil. Bonds
----------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba1 rating assigned to
approximately $7 million of outstanding Series 1993 bonds issued
by Morehead Memorial Hospital.  On June 15, 2005, MMH refinanced
all of its rated debt with approximately $48 million of FHA
Insured Mortgage Revenue Bonds, Series 2005.  

These bonds are rated Aaa by virtue of bond insurance issued by
FSA.  MMH no longer has any unenhanced or underlying rated debt
outstanding.


NAPIER ENVIRONMENTAL: Inks New $5 Million Loan Agreements
---------------------------------------------------------
Napier Environmental Technologies Inc. (TSX:NIR) entered into loan
agreements in an aggregate amount not to exceed $5 million,
pursuant to a transaction involving a combination of secured debt
and share purchase warrants.

On July 5, 2005, Napier's unsecured creditors, subject to judicial
approval, accepted a proposal whereby $3 million of the above loan
transaction would be used to satisfy all of the liabilities of
Napier.  On July 8, 2005, the Supreme Court of British Columbia
granted the approval under the Bankruptcy and Insolvency Act.  The
$3 million will be used to pay all fees and related costs and to
satisfy all amounts owing by Napier to its secured, preferred,
unsecured and post-filing creditors as of the closing date and as
approved by the Court.  The balance of the loans will be used as
working capital.

The loans will have a first and only registered charge on all of
the assets of Napier and are a combination of $1.5 million term
loans and $3.5 million revolving working capital loans, subject to
the applicable margin calculations provided for therein.  Both of
the term loans and both of the revolving loans will bear interest
at prime plus 10% and will each initially involve a 364-day term,
which terms are extendable in accordance with the governing loan
agreements.  The term loans are each extendable for an additional
four years, subject to the applicable extension requirements
provided for therein.  The revolving loans are extendable for
successive 364-day terms, subject to Napier's written request of
the lenders for subsequent 364-day term extensions at least 90
days prior to the expiry of the then applicable term expiry dates
and the consent of the lenders.  As additional consideration for
the granting of these loans, Napier has agreed to grant to the
lenders, subject to approval by the Toronto Stock Exchange,
warrants entitling the lenders to purchase, from treasury, up to
60% of the shares of Napier, calculated on a fully-diluted basis
upon payment of $0.01 per share at any time up to Aug. 31, 2010.  
Should such warrants be granted, the interest rate on the loans
will immediately be adjusted to prime plus 2%.

As the aggregate number of common shares issuable in connection
with these loan transactions will exceed the maximum number of
securities issuable without security holder approval under the
rules of the Toronto Stock Exchange, Napier is relying on an
exemption from the security holder approval requirements provided
for under subsection 604(e) of the Toronto Stock Exchange Company
Manual on the basis of its serious financial difficulty.  The
board of directors of Napier has determined that Napier is in
serious financial difficulty, that the transaction is designed to
improve its financial situation and is reasonable in the
circumstances, and has authorized Napier to make the application
to the Toronto Stock Exchange.

Effective July 15, 2005, Steve Balmer, Anthony Traub and Marc
Mercier have been appointed to the Napier board and each of Lionel
Dodd, Sue Anne Linde and Peter Jeffrey have resigned from the
board.

The financing enables Napier to complete its restructuring under
the provisions of the Bankruptcy and Insolvency Act (Canada).  
This positions the company to move forward with the objective of
being a major supplier of environmentally friendly "green"
products.  

Napier is currently operating under the protection of the  
Bankruptcy and Insolvency Act.  The Company cautions that it is  
not in a position to provide any assurance that shareholders will  
receive any value under the Further Amended Proposal.

Napier develops and manufactures highly effective, safe and  
environmentally advantaged surface preparation products for  
stripping paints and coatings, as well as a complete line of wood  
restoration products.  Napier's products are protected by a  
portfolio of patents and trademarks, including 'Bio-wash and  
RemovALL'.


NCD INC: Wants to Hire Jennings Strouss as Bankruptcy Counsel
-------------------------------------------------------------          
NCD Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the District of Arizona for permission to employ Jennings,
Strouss & Salmon, P.L.C., as their general bankruptcy counsel.

Jennings Strouss will:

   a) advise and assist the Debtors of their duties and
      obligations as debtors and debtors-in-possession under
      chapter 11; and

   b) perform all other legal services that are appropriate and
      necessary in the Debtors' chapter 11 cases

Danelle G. Kelling, Esq., a Member of Jennings Strouss, is one of
the lead attorneys for the Debtors.  Mr. Kelling discloses that
his Firm received a $5,042 retainer.

Mr. Kelling reports Jennings Strouss's professionals bill:

      Designation      Hourly Rate
      -----------      -----------
      Counsels         $140 - 550
      Paralegals       $110 - 140

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

Headquartered in Glendale, Arizona, NCD Inc., owns and operates
three car wash services.  The Company filed a voluntary chapter 11
petition on July 13, 2005 (05-12659).  When the Debtor filed for
protection from its creditors, it estimated between $10 million to
$50 million in assets and debts.

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


NEWCARE HEALTH: Court Denies Ch. 7 Trustee's Settlement Agreement
-----------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Massachusetts denied
a request by Gary M. Weiner to approve a Revised Settlement
Agreement with defendants in five adversary proceedings in the
bankruptcy case of NewCare Health Corporation.  Mr. Weiner is the
chapter 7 Trustee overseeing the liquidation proceeding for
NewCare Health's estate.

The Court entered its order denying the settlement on June 23,
2005.

The five adversary proceedings are:

   1) Gary M. Weiner, Trustee v. Christopher Brogdon, et
      al., Adversary Proceeding No. 01-4188;

   2) Gary M. Weiner, Trustee v. Pleasant View Nursing,
      Adversary Proceeding No. 01-4252;

   3) Gary M. Weiner Trustee v. Midway Health Care Center,
      Adversary Proceeding No. 01-4251;

   4) Gary M. Weiner, Trustee v. Kingsport, Adversary Proceeding
      No. 01-4250; and

   5) Chamber Health Care Society, Inc. v. NewCare Health
      Corporation, et al., Adversary Proceeding No. 99-4310.

On Sept. 27, 2004, Mr. Weiner asked the Court to approve a prior
Settlement Agreement with the parties to the five adversary
proceedings.  The Court denied Mr. Weiner's initial request on
Nov. 24, 2004, questioning four issues:

   1) the total settlement amount and the settlement payment
      schedule, including absence of interest payments;

   2) the methods of delivery for notices of default and the
      defendants' cure rights;

   3) the amount of agreement for judgment and the jurisdiction
      over enforcement proceedings; and

   4) certain release language in the settlement.

After negotiations with the parties to the adversary proceedings,
Mr. Weiner and those parties entered into a Revised Settlement
Agreement.  The Revised Settlement Agreement was filed with the
Court on May 16, 2005.

The Revised Settlement Agreement provided that the Paying Parties,
who are the remaining defendants in the five adversary
proceedings, will pay the chapter 7 Trustee $1,350,000 in 60 equal
monthly installments without additional interest or fees, so long
as no event of default occurs on the part of the Paying Parties.  

The Court denied Mr. Weiner's request to approve the Revised
Settlement Agreement on the grounds that the Revised Agreement
fails to provide sufficient motivation for the defendants' timely
payment and fails to compensate the Debtor's estate for the time
value of the payment stream.

Headquartered in Pittsfield, Massachusetts, NewCare Health
Corporation operated 22 nursing homes located in Georgia,
Florida, Massachusetts, Texas, Tennessee and Kansas.  The Company
filed for chapter 11 protection on June 22, 2005 (Bankr. D. Mass.
Case No. 99-44161).  The Court converted the case to a chapter 7
liquidation proceeding on March 18, 2002.  Victor G. Milione,
Esq., at Nixon Peabody LLP, represents the Debtor.  Gary M. Weiner
is the chapter 7 Trustee for the Debtor's estate.  Paula M.
Bagger, Esq., and Richard S. Nicholson, Esq., at Cooke, Clancy &
Gruenthal, LLP represents the chapter 7 Trustee.


NORTHWEST AIRLINES: Says Labor Cuts & Pension Reforms Necessary
---------------------------------------------------------------
Northwest Airlines Corporation disclosed in a regulatory filing
last week the company's need to cut labor costs and pension
funding to keep bankruptcy at bay.  The company also plans to
improve liquidity through new financings and restructuring of
debts.

Since the beginning of 2001, the Company lost over $3.3 billion.  
Even as the Company has incurred these substantial losses, it has
maintained adequate liquidity through the sale of non-strategic
assets or by obtaining new financing.  However, Northwest has
limited unencumbered assets and has a high level of indebtedness.  
As such, only two options are left: labor cost cutting and
freezing of defined benefit plans.

The airline stated it is up to date on payments to its three
traditional defined benefit pension plans for 2005 but will owe
$800 million in 2006 and $1.7 billion in 2007.

The company is currently in labor negotiations with the Aircraft
Mechanics Fraternal Association, the International Association of
Machinists and Aerospace Workers, the Professional Flight
Attendant Association and the Air Line Pilots Association.  

Northwest hopes the U.S. Congress will approve some pension
reforms including the Employee Pension Preservation Act of 2005.  
The proposed reform will allow airlines to extend to 25 years the
time during which payments can be made of any unfunded liability
existing under its qualified defined benefit pension plans at the
date of the airline's election to comply with the Pension
Preservation Act.  Such an extension of payments could occur under
the Pension Preservation Act if an airline elected to freeze its
qualified defined benefit pension plans.   

Northwest is the world's fifth largest airline with hubs in
Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam,
and approximately 1,600 daily departures.  Northwest is a member
of SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.

                             *    *    *

Moody's Investors Service downgraded the debt ratings of Northwest
Airlines Corporation and its primary operating subsidiary,
Northwest Airlines, Inc.  The Corporate Family Rating (previously
called the Senior Implied rating) was lowered to Caa1 from B2, and
the Senior Unsecured rating was downgraded to Caa3 from Caa1.  
Ratings assigned to Enhanced Equipment Trust Certificates were
downgraded.

In addition, the company's Speculative Grade Liquidity Rating was
downgraded to SGL-3 from SGL-2.  The rating actions complete a
review of Northwest's ratings initiated April 8, 2005.  Moody's
said the outlook is negative.

Northwest Airlines Corp.'s common shares are trading at $5 this
week.  The stock was at $11 per share in December.


NORTHWESTERN CORP: Shareholders Re-Elect Six Directors to Board
---------------------------------------------------------------
NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWEC)
reported that its shareholders re-elected five independent
directors and one management director to its Board for a one-year
term at the annual meeting of shareholders held on July 14, 2005,
in Sioux Falls, S.D.  Shareholders voted to approve the re-
election of:

   -- E. Linn Draper, Jr. as director.  Mr. Draper is the retired
      Chairman, President and Chief Executive Officer of American
      Electric Power Company, one of the nation's largest public
      utility holding companies.  Mr. Draper serves as
      NorthWestern's Chairman of the Board.  Mr. Draper was
      elected to the Board on Nov. 1, 2004.

   -- Stephen P. Adik as director.  Mr. Adik is the retired Vice
      Chairman of NiSource, Inc., an electric and natural gas    
      production, transmission and distribution company.  Mr. Adik
      was elected to the Board on Nov. 1, 2004.

   -- Jon S. Fossel as director.  Mr. Fossel is the retired
      Chairman, President and Chief Executive Officer of
      Oppenheimer Management Corporation, a mutual fund investment
      company.  Mr. Fossel was elected to the Board on Nov. 1,
      2004.

   -- Michael J. Hanson as director.  Mr. Hanson is President and    
      Chief Executive Officer of NorthWestern Corporation.  Mr.
      Hanson was elected to the Board on May 23, 2005.

   -- Julia L. Johnson as director.  Ms. Johnson is President and
      Founder of NetCommunications, LLC, a strategy consulting
      firm, and former Chair of the Florida Public Service
      Commission.  Ms. Johnson was elected to the Board on Nov. 1,
      2004.

   -- Philip L. Maslowe as director.  Mr. Maslowe was formerly
      nonexecutive Chairman of the Board for AMF Bowling
      Worldwide, Inc., and Executive Vice President and Chief
      Financial Officer of The Wackenhut Corporation.  Mr. Maslowe
      was elected to the Board on Nov. 1, 2004.

The shareholders also approved the ratification of Deloitte &
Touche LLP as independent auditor.

During the annual meeting, President and Chief Executive Officer
Mr. Hanson reviewed NorthWestern's recent accomplishments and
reviewed opportunities to improve shareholder value.  "Our
transformation to a solid utility-focused company is ahead of
schedule.  Since we completed our reorganization in late 2004,
which dramatically reduced our debt burden, we have continued to
pay down debt, reduced our borrowing costs, lowered our operating
costs and improved our operating performance," Mr. Hanson said.  
"Our improving performance and strong cash flow now puts us in a
position to work with our Board to explore further opportunities
to improve shareholder value."

                  Board Increases Dividend

NorthWestern's Board's Board of Directors increased by 14 percent
its quarterly common stock dividend from 22 cents to 25 cents per
share.  The dividend is payable on Sept. 30, 2005, to common
shareholders of record as of Sept. 15, 2005.

"The Board increased the dividend based on the Company's strong
performance thus far in 2005," said Mr. Hanson.  "Further review
of the dividend is expected as the Company prepares 2006 earnings
guidance later this year."

                 Board Rejection of MPPI Proposal

Mr. Hanson also detailed NorthWestern's Board of Directors'
rationale for its decision to reject an unsolicited proposal by
Montana Public Power, Inc., a nonprofit corporation, to acquire
all the stock of the Company.

"After evaluating MPPI's proposal with its legal counsel and
financial advisor, NorthWestern's Board concluded that the MPPI
acquisition proposal presents unacceptable risks that raise doubt
as to whether the transaction would close and the financial
consideration offered by MPPI is not compelling when compared with
NorthWestern's stand-alone prospects," Mr. Hanson said.

Mr. Hanson outlined three risks associated with the MPPI proposal:

   -- Significant legal, regulatory, financial and potential tax
      risks exist to the transaction's complex structure:

        * The proposal involves untested legal questions.

        * There are no precedents for the transaction.

        * Montana state law may not permit MPPI to own and operate
          a utility that operates outside the jurisdiction of its
          members and state of Montana.

        * The proposal requires unprecedented regulatory
         flexibility and cooperation.

   -- All closing risk would be borne by NorthWestern's    
      shareholders:

        * Because MPPI is a shell company with no assets, there is
          no legal recourse in the event the transaction fails to
          close.

        * No termination fee is provided to cover costs and risks
          to NorthWestern's shareholders if the transaction fails
          to close.

   -- MPPI's proposal relies upon 100 percent leverage and would
      increase the Company's debt to more than $2 billion.

        * The "no equity" leveraged buyout would be financed by
          NorthWestern's customers and assets.

        * Citigroup has offered only a "best efforts" commitment
          for financing that is subject to a myriad of market and
          transaction risks and uncertainties.

        * The financing would be at best weak investment grade
          which may not be attainable if the regulatory
          authorities are unable or unwilling to provide
          sufficient regulatory flexibility

A copy of Hanson's annual meeting presentation is available at
http://www.northwesternenergy.com/Click under "presentations and  
webcasts" in the "Investor Information" section.

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/  
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.  
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which took effect on
Nov. 1, 2004.

                        *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on NorthWestern Corp. on CreditWatch with negative
implications pending clarity on Montana Public Power Inc.'s
June 30, 2005, offer to buy NorthWestern for $1.18 billion plus
the assumption of $825 million in debt.

Montana Public Power is a newly formed single-purpose entity
organized to purchase NorthWestern and is ultimately composed of
the Montana cities of Bozeman, Great Falls, Helena, Missoula, and
Butte.

"The CreditWatch listing reflects Standard & Poor's lack of
information about Montana Public Power and the financing and legal
structure of its bid for NorthWestern," said Standard & Poor's
credit analyst Gerrit Jepsen.


NUTRAQUEST: Pays $1 Million to New Jersey to Settle Ad Suit
-----------------------------------------------------------
Nutraquest Inc. fka Cytodyne Technologies agrees to pay the State
of New Jersey $1 million to settle a lawsuit over misleading
weight loss advertisements.

The state alleged that Nutraquest exaggerated the benefits of its
weigh loss products, Xenadrine RFA-1 and Xenadrine EFX, but
understated the risks.

According to the Federal Trade Commission, Nutraquest along with
Evergood Products Corp. and Melvin Rich advertised Xenadrine EFX
heavily in print and on TV, including in such publications as
People, TV Guide, Cosmopolitan, Glamour, Let's Live, Men's
Fitness, and Women's World.  They also disseminated Spanish
language ads for Xenadrine EFX.  The advertisements claimed that
Xenadrine EFX causes rapid and substantial weight and fat loss
without the need to diet or exercise, that the weight loss is
permanent or long-term, and that it is clinically proven to work.  
The ads relied heavily on testimonials from supposedly satisfied
customers, some of whom claimed to have lost over 100 pounds.

According to studies, subjects taking Xenadrine EFX lost an
average of only 1.5 pounds over the 10-week study, while a control
group taking a placebo lost an average of 2.5 pounds over the same
period.  The persons appearing in the ads did not achieve the
reported weight loss solely by using Xenadrine EFX.  According to
the FTC complaint, consumer endorsers, in fact, lost weight by
engaging in rigorous diet and exercise programs.  The complaint
alleges that the defendants also failed to disclose that the
endorsers were paid from $1,000 to $20,000 in connection with
their testimonials.

Under the settlement, the Company also agreed not to make  
unsubstantiated claims in advertising.  In a written statement,  
the company said it settled the case "to avoid the uncertainty  
and cost of litigation."  It claimed it had 10 clinical studies  
that proved the products were safe and effective when used as  
directed.

Headquartered in Manasquan, New Jersey, Nutraquest, Inc., is the
marketer of the ephedra-based weight loss supplement, Xenadrine
RFA-1.  The Company filed for chapter 11 protection on October 16,
2003 (Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and
Simon Kimmelman, Esq., at Sterns & Weinroth, P.C., represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


O'SULLIVAN IND: Uses 30-Day Grace Period to Evaluate Alternatives
-----------------------------------------------------------------
O'Sullivan Industries, Inc. (OTC: OSULP) will utilize its 30-day
grace period relating to the $5.3 million interest payment due
July 15, 2005, on its $100 million 10.63% Senior Secured Notes.  
Utilization of this grace period does not constitute an event of
default under the indenture.  No decision has been made whether
O'Sullivan will make the interest payment prior to the expiration
of the grace period.

O'Sullivan plans to use the grace period to address its current
capital structure and to continue initiatives it has undertaken to
improve its liquidity position and operations.  O'Sullivan fully
intends to continue to serve its customers and to pay its
employees and vendors in the ordinary course.  All of O'Sullivan's
facilities are continuing to operate and to fill customer orders.

O'Sullivan has initiated discussions with representatives of its
major stakeholders regarding O'Sullivan's strategic alternatives,
including potentially a consensual restructuring of its capital
structure.  As with any negotiation, no assurance can be given as
to when and if O'Sullivan will succeed in concluding any such
agreement with its stakeholders.

O'Sullivan has retained Lazard Freres & Co. LLC to serve as its
financial advisor and Dechert LLP as its legal advisor to assist
with its evaluation of strategic alternatives and restructuring
efforts.

O'Sullivan Industries Holdings, Inc. (OTC Bulletin Board: OSULP)
reports a $197.5 million stockholders' deficit at March 31, 2005,
compared to a $154 million deficit at March 31, 2004.

O'Sullivan is a leading manufacturer of ready-to-assemble
furniture.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 9, 2005,
Standard & Poor's Ratings Services lowered its ratings on
O'Sullivan Industries Holdings Inc., and on the company's wholly
owned operating subsidiary, O'Sullivan Industries Inc.,
including its corporate credit ratings to 'CCC+' from 'B-'.

S&P said the outlook is negative.  The furniture manufacturer's
total debt as of Dec. 31, 2004, was $222.6 million.

"The downgrade reflects continuing challenging operating
conditions and Standard & Poor's expectation that liquidity will
be weak relative to cash needs," said Standard & Poor's credit
analyst Martin Kounitz.


OR-CAN LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: OR-CAN, LLC
        aka Boston's The Gourmet Pizza Restaurant & Sports Bar
        1107 Northeast 95th Avenue
        Vancouver, Washington 98664

Bankruptcy Case No.: 05-38239

Type of Business: The Debtor operates two restaurants
                  located in Vancouver, Washington.

Chapter 11 Petition Date: July 15, 2005

Court: District of Oregon (Portland)

Judge: Elizabeth L. Perris

Debtor's Counsel: Stephen T. Boyke, Esq.
                  Greene & Markley, P.C.
                  1515 Southwest 5th Avenue #600
                  Portland, Oregon 97201
                  Tel: (503) 295-2668

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


PARMALAT GROUP: Citigroup, BofA, et al., Dismissed from Suit
------------------------------------------------------------
The United States District Court for the Southern District of New
York dismisses the complaint commenced by investors of securities
of Parmalat Finanziaria S.p.A. as against Citigroup Inc.,
Citibank, N.A., Bank of America Corporation, Bank of America,
N.A., Banc of America Securities Limited, Banca Nazionale del
Lavoro S.p.A., and Credit Suisse First Boston.

A. Citigroup

As previously reported, the Investor-Plaintiffs asserted that
Citigroup knowingly and actively participated in the fraudulent
scheme, and has had "intimate knowledge" of Parmalat's finances
through its "close relationship with its important client" and
its direct participation in the fraudulent activities of the
company.  The Complaint alleged three specific arrangements
involving Citigroup:

   (1) Securitization of Invoices;

   (2) The Geslat/Busonero Arrangement; and

   (3) Parmalat Canada Arrangement.

Under certain agreements entered into in 1995, 1999, 2000, and
2001, invoices for goods sold by various Parmalat subsidiaries
were purchased by defendant Eureka Securitisation plc -- a
Citigroup affiliate -- as well as by Eureka's Italian subsidiary,
Archimede Securitization S.r.l.  Archimede then sold commercial
paper secured by invoices.  The deception supposedly stemmed from
Parmalat's billing system, under which many of the invoices were
in effect duplicates that did not represent anything actually
due.

However, Judge Kaplan finds that there is nothing remarkable or
deceptive about the company's billing system, which the Complaint
implies had been used for 40 years, standing alone.  According to
Judge Kaplan, the problem was that Parmalat assigned to
Archimedes and Eureka, and they then securitized, both
supermarket invoices -- which represent receivables -- and the
corresponding dealer invoices for the goods sold and delivered.
The invoices did not represent a real revenue stream for Parmalat
because it was obligated to reimburse the dealers the same
amounts that they owed Parmalat.

The Complaint further held that Citigroup structured the program
and had detailed knowledge as early as 1995 of Parmalat's
invoicing system, including the duplicate invoices.  Citibank
installed proprietary software on Parmalat's computer network
that allowed Citibank to determine which receivables were
eligible for the securitization program and to regularly audit
Parmalat's sales.  Thus, Citibank knew that the securitization
program would create a false impression about Parmalat's cash
flow from its operations, and therefore mislead the market about
Parmalat's real financial condition.

Citigroup allegedly received $35 million in fees for its role in
the securitization program.

Judge Kaplan notes that the applicable regulations governing
securitization permitted only independent financial institutions,
not the entities generating the receivables, to collect on them.  
Eureka and Archimede, however, were alleged to have assigned back
to Parmalat the right to collect payment on the invoices.  
Parmalat's characterization on its balance sheets of the
arrangement with Eureka and Archimede as a securitization rather
than as debt was therefore misleading.

The Plaintiffs also asserted that Citibank structured
transactions in which several of its subsidiaries made loans to
Parmalat that were disguised as equity investments.  The
Plaintiffs noted that the reason for the scheme was that Parmalat
was performing poorly, but it did not want to damage its credit
rating by issuing debt through the bond markets.  Citibank
allegedly knew that Parmalat would use the arrangement to mask
the company's debt on its financial statements.

The arrangement began in 1995, when Parmalat and Citibank entered
into an agreement styled as a joint venture.  In connection with
the agreement, Parmalat set up a Swiss branch of its subsidiary,
Gestione Centrale Latte S.r.l., to which Citibank contributed
funds.  The Swiss branch of Geslat was to make loans to other
companies in the Parmalat group, with Citibank receiving a
proportional share of the profits from those loans.  At the same
time, Parmalat gave Citibank a put option that allowed Citibank
to sell its interest in Geslat back to Parmalat at a price that
guaranteed that Citibank would receive a return on its
investment.

On December 9, 1999, Citibank altered the arrangement so that the
funds would be provided by two Citibank subsidiaries, defendants
Buconero LLC and Vialattea LLC, both Delaware limited liability
companies.

Geslat guaranteed that Citibank would receive at least a certain
fixed rate of return.  Buconero would be responsible for Geslat's
losses if they exceeded a certain threshold, but Citibank could
avoid that condition entirely because it had the right to
dismantle the relationship with Geslat and require the repayment
of its contribution if Geslat's performance or Parmalat's
creditworthiness declined.

>From 1999 to 2001, Buconero and Vialattea contributed as much as
$120 million to Geslat.  Parmalat recorded these funds as equity
on its balance sheets.  The funds, however, were in reality loans
at favorable interest rates and therefore should have been
recorded as debt.  The result was to understate Parmalat's
liabilities by $137 million, permitting the conglomerate to
conceal its troubles in South America and elsewhere.  Following
Parmalat's collapse, Citibank publicly characterized the
investments as debt.

Citibank, which regarded the Geslat transactions as a financing
arrangement rather than as equity investments, received annual
returns of approximately $5 million to $6 million as well as
approximately $7 million in fees for structuring the
transactions.

The final set of allegations against Citigroup also involved the
alleged classification of debt as equity.  In 1997 and 1998,
Parmalat purchased three Canadian food and dairy companies.  
Citibank helped finance the purchase with capital contributions
of CND171.9 million.  The agreement between Parmalat and Citibank
provided that Parmalat Canada either would be publicly listed or
that Citibank could put its interest back to Parmalat for a
specified amount.

Parmalat recorded Citibank's investments as equity on its
financial statements when they should have been recorded as high-
interest loans because the put option meant that Citibank bore no
risk.  The Plaintiffs contended that Parmalat's financial
statements failed to disclose the put option after 1999.  A
senior Citibank executive misrepresented the nature of Citibank's
involvement in Parmalat Canada in statements to the press in 1997
and 1998.

Moreover, the Complaint asserted that Citibank designed the
financing transactions to enable Parmalat to characterize them as
equity and thereby maintain the false appearance of a lower debt-
to-equity ratio.  The bank received CND1.3 million in
subscription fees and CND5.6 million in financial advisory fees
as well as a net tax-free gain of CND47.82 million upon the
exercise of the put option.

According to the Complaint, "this abnormally high return can only
be explained by the illegal nature of the activity."

Citigroup argued that it was not a primary violator, the
allegations are deficient as to scienter, causation, and
reliance, and the Complaint fails to state a claim for
controlling person liability under Section 20(a) of the
Securities Act.

B. Bank of America

The Complaint described two arrangements involving the BofA
Defendants:

   (1) The Parmalat Administracao Private Placement; and

   (2) Loans Backed by Funds Raised Through Private Placements.

The Plaintiffs alleged that in 1999, BofA proposed and arranged
what appeared to be the sale of an 18% interest in Parmalat
Empreendimentos e Administracao, a Brazilian Parmalat subsidiary,
to a group of investors for $300 million.  In reality, however,
the investors purchased four-year notes issued by two special
purpose Cayman Islands entities and guaranteed by Parmalat.  
Furthermore, the investors had the right to put their investments
back to Parmalat if Parmalat Administracao did not become
publicly listed.  BofA and Parmalat allegedly knew that the
listing was economically impractical and therefore would not
occur.

The Complaint further alleged that BofA entered into an agreement
with Parmalat pursuant to which BofA fronted to the Cayman
Islands companies the funds needed to make interest payments on
the four-year notes.  When it became clear that Parmalat could
not raise the money to redeem the notes, BofA assumed some of the
exposure and attempted to offer another private placement to
cover it.

The Plaintiffs contended that BofA and an Italian bank received
as much as $38.5 million in fees and commissions for their role
in the Parmalat Administracao private placement.

The Complaint said BofA extended loans to Parmalat subsidiaries
and required that the loans be secured with funds raised from
private placements of debt.  In essence, BofA transferred the
risk of default on these loans from itself to purchasers of
Parmalat's debt.  

The Complaint included three types of loans:

   -- $80 million to Parmalat subsidiaries in Venezuela,
   -- $100 million to a Brazilian subsidiary, and
   -- $80 million to Parmalat Capital Finance.

Judge Kaplan says that, with full disclosure, there would have
been nothing deceptive about these transactions.  The Complaint,
however, alleged that:

   (1) Neither BofA nor Parmalat disclosed that a $80 million
       offering in 1998 was related to the Venezuelan loan, or
       that the $80 million loan was done to pay off a 1997 BofA
       loan in the same amount to Parmalat Venezuela that lacked
       the same security for Bank of America;

   (2) In each instance, BofA publicly announced it had made a
       conventional loan in the stated amount to Parmalat; and

   (3) Side letter agreements that required Parmalat to pay
       additional interest on its loans were not disclosed.

BofA was believed to have earned over $30 million in fees and
interest from the transactions.

BofA argued that the claims asserted by the Plaintiffs under Rule
10b-5(b) of the Securities Exchange Act of 1934 fail because BofA
made no misstatements or actionable omissions, any alleged
misstatements or omissions and scienter are not pled with the
required specificity, and the allegations regarding causation are
deficient.  Furthermore, BofA said the Rule 10b-5(a) and (c)
claims fail because the Plaintiffs have not alleged any
manipulation or deception, and the allegations regarding reliance
and scienter are deficient.  The Plaintiffs also failed to state
claims for controlling person liability under Section 20(a) of
the Exchange Act.

C. Banca Nazionale

The core allegation against Banca Nazionale was that its
factoring arm and 99.6%-owned subsidiary, Ifitalia S.p.A., along
with other institutions, repeatedly paid Parmalat cash in
exchange for assignment of invoices that both parties knew were
bad.  The Plaintiffs alleged that Parmalat booked the cash as an
asset.

Judge Kaplan finds the allegation misleading.  In a normal
factoring transaction, one party purchases, at a discount,
receivables from the party that issued them and then attempts to
collect the face amount of the invoices.  The Complaint, however,
indicated that Parmalat had guaranteed to Banca Nazionale or
Ifitalia, and the other banks, payment of the full face value of
the invoices.

Moreover, Parmalat invariably made good on that guarantee, at
least while the arrangement was in place.  The receivables thus
played no economic role in the transaction.  In fact, they were
simply a device or excuse that permitted Parmalat to record the
revenue and to conceal the liability on the guarantees.  The
Court notes that the Complaint suggested that the scheme in
substance involved loans by Banca Nazionale to Parmalat rather
than factoring of receivables.

The Complaint alleged that Parmalat used old invoices for the
arrangement and that each time payment on the invoices came due,
Parmalat would pay Banca Nazionale and the other banks the full
amount for the previous set.  The Complaint further suggested
that, at the same time, Parmalat would assign to the banks, in
exchange for another payment, a new set of invoices that were the
same as the previous ones except that a single digit on each one
had been changed to avoid detection and exclusion by Banca
Nazionale's computers.  If Parmalat's payment to the banks of the
full amount on the previous set of invoices occurred at the same
time as the banks' payment to Parmalat for assignment of the next
set, then presumably the two payments would have been offset such
that Parmalat in effect paid interest on a loan.

However, this point is not made entirely clear in the complaint,
Judge Kaplan says.

The arrangement began in December 1999 and was renewed every six
months.  It allegedly resulted in Parmalat overstating its assets
and receivables and understating its debt by EUR103 million each
year during the Class Period.

Banca Nazionale was believed to have supposedly benefited by
receiving returns from that scheme that were far greater than
returns earned in typical factoring transactions, and from
bearing Parmalat's credit risk rather than that of third parties
owing payment on invoices.  Furthermore, Banca Nazionale was co-
managing underwriter for two large bond offerings by Parmalat
during the Class Period.  The profits from the factoring scheme
and the underwriting fees were the alleged payoffs for Banca
Nazionale's participation in the fraud.

The Plaintiffs argued that Banca Nazionale had intimate knowledge
of the fraud because it shared two directors with Parmalat, one
of whom was the president of Ifitalia.  The Plaintiffs further
stated that Banca Nazionale's knowledge of the fraud was also
apparent in its acceptance of numerous invoices which were
identical except for a change in one digit -- a change made to
elude Banca Nazionale's fraud-sensitive software.  The Complaint
said Ifitalia acted as Banca Nazionale's agent in the scheme.

Banca Nazionale asked the Court to dismiss the Complaint on the
grounds that the Court does not have subject matter jurisdiction,
Banca Nazionale is not a primary violator, the allegations of
scienter and causation are deficient, and the Plaintiffs failed
to state a claim for controlling person responsibility under
Section 20(a).

D. CSFB

The core allegation against CSFB was that it designed and
participated in a set of transactions in late 2001 and January
2002 that CSFB knew Parmalat would use to conceal debt on its
financial statements.

In particular, CSFB executed a subscription agreement with
Parmalat pursuant to which CSFB paid almost EUR500 million to
Parmalat Participacoes do Brasile for the entirety of a
EUR500 million issue of Parmalat Brasile bonds underwritten by
CSFB.  The bonds were convertible into equity and had an
expiration date of 2008.

At the same time, Parmalat and CSFB executed an agreement
pursuant to which CSFB transferred back to Parmalat the right of
conversion, which was priced at EUR248.3 million.  Parmalat
raised the funds to pay CSFB under the agreement through a
separate EUR250 million bond issue underwritten by CSFB jointly
with two other institutions.  The Eurobond Issue produced
EUR246.5 million, which was deposited in a CSFB checking account.  
Parmalat then recorded both the "right" it had purchased from
CSFB to convert the Parmalat Brasile bonds, and the proceeds of
the Parmalat Brasile bond issue as assets each worth about
EUR250 million.

The accounting treatment was improper.  The net result of the
transactions, according to the Complaint, was that Parmalat
obtained EUR500 million in financing -- EUR250 million each from
the Parmalat Brasile bonds and the Eurobond Issue -- and
manufactured EUR248 million in assets and concealed EUR248
million of debt.

The Complaint alleged that CSFB received millions of dollars in
commissions and fees from the transactions.  Furthermore, 50% of
the risk from underwriting the Parmalat Brasile bond issue was
transferred back to Parmalat under the Forward Sale Agreement.  
CSFB transferred the remaining risk to the market by selling the
Parmalat Brasile bonds or by executing credit default swap
agreements.

The Complaint alleged as well that as a reward for designing and
participating in the scheme, CSFB received lucrative underwriting
roles for at least three debt offerings during the Class Period.

CSFB lashed back.  CSFB argued that the Plaintiffs have failed to
allege that it is a primary violator, the Complaint does not
adequately allege scienter, and the Court lacks subject matter
jurisdiction over the allegations against it.

           Loan-Related Transactions Are Not Deceptive

The Court accepts all well-pleaded factual allegations in the
Complaint and draws all reasonable inferences in the Plaintiffs'
favor.  Judge Kaplan says that dismissal is inappropriate unless
it appears beyond doubt that the plaintiff can prove no set of
facts in support of his claim which would entitle him to relief.

According to Judge Kaplan, the term "substantially participated"
does not appear in the text of Section 10(b) or Rule 10b-5, and
it invites dispute over whether a particular defendant's role was
or was not substantial.  The text asks only whether a defendant
directly or indirectly used or employed a manipulative or
deceptive device or contrivance.  The Court adheres to that
language.

Judge Kaplan concludes that the arrangements involving the
regular factoring and securitization of worthless invoices were
deceptive devices or contrivances for purposes of Section 10(b).  
Those were inventions, projects, or schemes with the tendency to
deceive because they created the appearance of a conventional
factoring or securitization operation when, in fact, the reality
was quite different.

Judge Kaplan notes that Banca Nazionale knew when it paid
Parmalat for the invoices that they were worth nothing and were
in fact a trick to disguise its loan to Parmalat.  The same is
true of Citigroup's purchase of certain invoices.  If the
allegations of the Complaint are accepted, the banks used the
deceiving devices.  In the language of Rule 10b-5(c), the banks
engaged in acts, practices, or courses of business that would
operate as a fraud or deceit upon others.  In these
circumstances, it cannot be said that the banks' conduct fell
outside of Rule 10b-5 or Section 10(b).

The Court also finds that the Bank Defendants' argument that they
were at most aides and abettors of a program pursuant to which
Parmalat made misrepresentations on its financial statements
misses the mark.  The transactions in which the Defendants
engaged were by nature deceptive.  They depended on a fiction,
namely that the invoices had value.  It is impossible to separate
the deceptive nature of the transactions from the deception   
actually practiced upon Parmalat's investors.  Neither the
statute nor the rule requires such a distinction.

Judge Kaplan, however, points out that a number of transactions
in which the banks made loans allegedly disguised as equity
investments or assets were not deceptions.  There is no
suggestion that Citigroup did not own the equity stakes in the
relevant Parmalat entities that it purported to buy.  The same is
true of the investments made by the purchasers of the Parmalat
Administracao debt privately placed by BofA.  The put options
established floors on Citigroup's and the private investors'
potential losses, but there is no suggestion that the
transactions were something other than what they appeared to be.  
Those arrangements, therefore, were not schemes with the tendency
to deceive.

                          Dismissal Terms

Consequently, Judge Kaplan dismisses the Complaint to the
extent that it seeks to hold the Bank Defendants liable for
participating in the loan transactions.

However, the Court disagrees with Citigroup's, Banca Nazionale's,
and CSFB's argument that the Complaint fails to plead scienter
adequately.  The Plaintiffs have set forth with particularity
facts that constitute strong circumstantial evidence of conscious
misbehavior or recklessness.  The Complaint asserts that
Citigroup was intimately familiar with Parmalat's billing system
and structured the invoice securitization program.

Judge Kaplan also points out that Banca Nazionale and Ifitalia's
very participation in the factoring arrangement, which depended
on the recycling of stale invoices, if proven, would constitute
strong circumstantial evidence that they understood exactly what
they were receiving in exchange for their loans to Parmalat.  
Likewise, the practice of altering a single digit on the invoices
to avoid detection by Banca Nazionale's computers would
constitute strong circumstantial evidence of conscious
misbehavior.

CSFB likewise is said to have structured the transactions,
participated in them as Parmalat's counterparty, and underwritten
the relevant bond issues, all so that Parmalat could overstate
its assets and understate its debt.  The allegations against
CSFB, if proven, are more than sufficient to give rise to an
inference of conscious misbehavior, let alone recklessness.

In light of the issue of causation, Judge Kaplan denies the Bank
Defendants' Motion to Dismiss the Complaint insofar as the
Complaint seeks to hold:

   -- Citigroup and Banca Nazionale liable for participating in
      transactions involving allegedly worthless invoices; and

   -- CSFB liable for participating in the scheme set forth in
      the Complaint.

The Complaint will be  dismissed to the extent that it asserts
claims against Banca Nazionale and CSFB on behalf of purchasers
not resident in the United States.

The Court also finds that the Complaint fails to state a claim
based on BofA's alleged misrepresentations and omissions
connected with the private placements used to back BofA's loans
to Parmalat.  The allegation that BofA and Parmalat failed to
disclose that an $80 million offering in 1998 was related to the
Venezuelan loan is time-barred.  The allegation that "in each
instance, BofA publicly announced it had made a conventional loan
in the stated amount to Parmalat" when "the reality of these
transactions  was much different" fails to specify where and when
BofA made these announcements.

As for the allegation that BofA omitted to disclose in connection
with its loans "side letter agreements that required Parmalat to
pay additional interest on its loans," the Complaint fails to
allege or show that BofA owed a duty to disclose that would have
made an omission actionable.

Judge Kaplan says the Court need consider only whether the
Complaint states claims for controlling person liability against
Banca Nazionale and Citigroup.  The only remaining issue is the
sufficiency of the allegations as to control of Ifitalia by Banca
Nazionale and control of the relevant Citigroup entities.

Judge Kaplan rules that:

   (1) Citigroup's Dismissal Motion is denied insofar as the
       Complaint seek to hold Citigroup liable for participating
       in transactions involving allegedly worthless invoices,
       and otherwise granted.

   (2) BofA's Dismissal Motion is granted.

   (3) Banca Nazionale's Dismissal Motion is granted to the
       extent that the complaint asserts claims on behalf of
       purchasers of Parmalat securities not resident in the
       United States and otherwise denied.

   (4) CSFB's Dismissal Motion is granted to the extent that the
       Complaint asserts claims on behalf of purchasers of
       Parmalat securities not resident in the United States and
       otherwise denied.

Judge Kaplan grants the Plaintiffs leave to amend their Complaint
on or before August 8, 2005.

A full-text copy of Judge Kaplan's Opinion is available at no
charge at:

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

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 58; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PJC FOODS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: PJC Foods, Inc.
        dba Subzone
        P.O. Box 1188
        Madison, Alabama 35758

Bankruptcy Case No.: 05-83458

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: July 14, 2005

Court: Northern District of Alabama (Decatur)

Debtor's Counsel: Michael E. Lee, Esq.
                  200 West Side Square, Suite 803
                  Huntsville, Alabama 35801-4816
                  Tel: (256) 536-8213
                  Fax: (256) 536-8262

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Compass Bank/SBA              Equipment                 $579,487
P.O. Box 797808               Value of security:
Dallas, TX 75379-7808         $200,000

AmSouth Bank                  Unsecured                 $307,808
P.O. Box 11407
Birmingham, AL 35246-0009

USFood                        Unsecured                  $90,637
P.O. Box 117
Montgomery, AL 36108

Winland Development           Unsecured                  $29,212

CBL & Associates              Unsecured                  $20,815

Mrs. Elfriede Rucker          Unsecured                  $15,743

Hunstville Green Partnership  Unsecured                  $12,152

AmSouth Bank                  Unsecured                  $11,242

Warren Properties             Unsecured                  $10,943

Adams Brothers                Unsecured                   $9,786

Forestwood Farm, Inc.         Unsecured                   $8,402         

AmSouth Bank                  Flex line                   $6,948

AmSouth Bank                  Unsecured                   $6,709

Hunnington Plaza              Unsecured                   $4,275

Fountain Parker Harbarger     Unsecured                   $3,989

ITC Delta Com                 Unsecured                   $3,664

Diversified Services          Unsecured                   $2,892

Meiying Forney                Unsecured                   $2,850

Blue Cross Shield             Unsecured                   $2,173

Turpin and Associates, PC     Unsecured                   $2,100


POLARIS NETWORKS: Hires Levene Neale as Bankruptcy Counsel
----------------------------------------------------------
Polaris Networks, Inc., asks the U.S. Bankruptcy Court for the
Northern District of California in San Jose for authority to
employ Levene, Neale, Bender, Rankin & Brill LLP as its bankruptcy
counsel.

In this engagement, Levene Neale will:

    a) advise the Debtor with regard to the requirements of the
       Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the
       Office of the United States Trustee as they pertain to the
       Debtor;

    b) advise the Debtor with regard to certain rights and
       remedies of its bankruptcy estate and the rights, claims
       and interests of creditors;

    c) represent the Debtor in any proceeding or hearing in the
       Bankruptcy Court involving its estate unless the Debtor is
       represented in such proceeding or hearing by other special
       counsel;

    d) conduct examinations of witnesses, claimants or adverse
       parties and representing the Debtor in any adversary
       proceeding except to the extent that any such adversary
       proceeding is in an area outside of the Firm's expertise or
       which is beyond the Firm's staffing capabilities;

    e) prepare and assist the Debtor in the preparation of
       reports, applications, pleadings and orders including, but
       not limited to, applications to employ professionals,
       interim statements and operating reports, initial filing     
       requirements, schedules and statement of financial affairs,
       lease pleadings, cash collateral pleadings, financing
       pleadings, and pleadings with respect to the Debtor's use,
       sale or lease of property outside the ordinary course of
       business;

    f) represent the Debtor with regard to obtaining use of cash
       collateral and/or post-petition financing including, but
       not limited to, negotiating and seeking Bankruptcy Court
       approval of any cash collateral/post-petition financing
       pleading or stipulation and preparing any pleadings
       relating to obtaining use of cash collateral/post-petition
       financing;

    g) assist the Debtor in the negotiation, formulation,
       preparation and confirmation of a plan of reorganization
       and the preparation and approval of a disclosure statement
       in respect of the plan and/or the sale of the Debtor's
       assets; and

    h) perform any other services which may be appropriate in
       the Firm's representation of the Debtor during its
       bankruptcy case.

Levene Neale's professionals will bill the Debtor at these hourly
rates:

       Professional                          Hourly Rate   
       ------------                          -----------
       David W. Levene, Esq.                    $565
       Martin J. Brill, Esg.                     565
       David L. Neale, Esq.                      495
       Ron Bender, Esq.                          495
       Craig M. Rankin, Esq.                     495
       Anne E. Wells                             450
       Nellwyn W. Voorhies                       425
       Daniel H. Reiss                           450
       Monica Y. Kim                             450
       David B. Golubchik                        450
       Beth Ann R. Young                         450
       Jacqueline L. Rodriguez                   365
       Juliet Y. Oh                              335
       Susan K. Seflin                           335
       Ovsanna Takvoryan                         290
       Todd M. Arnold                            280
       Paraprofessionals                         175

Max Turqueza, Polaris Networks' Chief Financial Officer, discloses
that Levene Neale received a $10,000 retainer during the one-year
period prior to the Debtor's chapter 11 filing.  The Firm holds
approximately $2,867 of the retainer as of May 13, 2005.

Ron Bender, Esq., a partner at Levene Neale, assures the Court
that his Firm does not hold any interest adverse to the Debtor or
its estate ant that his Firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.  

              Why Polaris Networks Went Bankrupt

The Debtor tumbled into bankruptcy in May 2005 after failing to
get more funding for its operations.  The reluctance of existing
and new buyers to purchase additional units of the Debtor's
proprietary OMX Optical Transport Switch and IntelliOp Software,
due to its shaky finances, worsened the Debtor's money woes.

The OMX Optical Transport Switch, and its operating software,
IntelliOp Management Solution, is a suite of new generation
networking hardware and software, developed by the Debtor, that
streamlines current complex telecommunications networks.  The
technology promises reduced capital and operational expenses,
reduced power consumption, and increased network speed and
reliability.

The Debtor believes that it will be able to rebuild the confidence
of existing and new OMX and IntelliOp Software clients as well as
develop a business plan that will enable it to emerge from
bankruptcy as a financially healthy company.

                    About Levene Neale

Levene Neale is a 'boutique' law firm specializing exclusively in
matters of bankruptcy, insolvency, and business reorganization.  
The members of LNBR&B share a common approach to problem-solving
which involves both an understanding of the legal issues
pertaining to a particular situation and the practical realities
of commercial dealings between parties.

The members of LNBR&B have represented clients involved in all
aspect of bankruptcy and insolvency practice including debtors,
creditors' committees, equity committees, purchasers, principals
and secured and unsecured creditors from a broad spectrum of
industries including retail, real estate, entertainment,
manufacturing, distribution and service.

                  About Polaris Networks

Headquartered in San Jose, California, Polaris Networks, Inc.,
-- http://www.polarisnetworks.com/-- provides a new generation  
optical transport switch for metro core networks.  The Company
filed for chapter 11 protection on May 13, 2005 (Bankr. N.D. Ca.
Case No. 05-52927).  When the Company filed for protection from
its creditors, it listed $1 to $10 million in assets and $10 to
$50 million in debts.


PONDERLODGE INC: Wants to Hire Obermayer Rebmann as Bankr. Counsel
------------------------------------------------------------------          
Ponderlodge, Inc. asks the U.S. Bankruptcy Court for the District
of New Jersey for permission to employ Obermayer Rebmann Maxwell &
Hippel LLP, as its general bankruptcy counsel.

Obermayer Rebmann will:

   1) provide the Debtor with legal advice regarding its powers
      and duties as a debtor-in-possession under chapter 11;

   2) assist the Debtor in the preparation and filing of any legal
      papers required in its bankruptcy case; and

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

Edmond George, Esq., a Partner at Obermayer Rebmann, discloses
that his Firm received a $50,000 retainer.  

Mr. George reports Obermayer Rebmann professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Counsels             $250 - $650
      Paralegals              $100

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

Headquartered in Villas, New Jersey, Ponderlodge, Inc., --
http://www.ponderlodge.com/-- operates a golf course.  The  
Company filed for chapter 11 protection on July 13, 2005 (Bankr.
D.N.J. Case No. 05-32731).  When the Debtor filed for protection
from its creditors, it estimated assets of $10 million to $50
million and debts of $1 million to $10 million.


PRICELINE.COM: Acquires Bookings B.V. for $133 Million
------------------------------------------------------
Priceline.com(R) (Nasdaq: PCLN) acquired Amsterdam-based Bookings
B.V., one of Europe's leading Internet hotel reservation services,
in a cash transaction valued at approximately EUR110 million, or
US$133 million.  The deal follows priceline.com's recent
acquisition of Cambridge-based Active Hotels in September 2004.

In total, Bookings B.V. and Active Hotels have negotiated
exclusive rates with almost 18,000 properties, which the companies
believe is more than any other European Internet hotel reservation
service.  Priceline.com said it intends to retain Bookings'
current management team, which will continue to manage Bookings as
part of the Priceline.com Europe portfolio.  Priceline.com also
said that Bookings' six top executives reinvested a portion of the
acquisition proceeds back into the Bookings business.

Bookings works with a range of chain- and independently owned
hotels across Europe and in major cities around the world.  
Established in 1996, the company has approximately 130 full-time
employees and offices in Amsterdam, Barcelona, Berlin, Paris and
Pisa.  Bookings' customer service team offers its services in
Dutch, English, French, German, Italian, Japanese, Spanish and
Portuguese.

"Bookings' management and employee teams have built a rapidly
growing business in continental Europe, with a geographic reach
and supplier- and customer-friendly model that we believe nicely
complements Active Hotel's business," said priceline.com President
and Chief Executive Officer Jeffery H. Boyd.  "Bookings CEO Stef
Norden will work with Andrew Phillipps, CEO of Priceline Europe,
to help secure their market leadership and provide great value for
all priceline.com customers, including consumers, hotels and our
partner web sites."

Features of the combined Active/Bookings operations include:

   -- Publishing over 8,000 guest reviews every week to help
      consumers choose the best hotel for them. Unlike many sites,
      reviews are provided only by guests who have stayed at the
      hotels.

   -- 30 full time staffers focused on negotiating the best rates
      for guests booking the 18,000 hotels available through
      Priceline.com's European operations.

Stef Norden, CEO of Bookings, commented on the acquisition, "This
deal will benefit our customers, suppliers and distribution
partners, and our employees.  We believe that the additional
demand from working with priceline.com and Active Hotels will
enable us to provide extra business for our suppliers; and
distribution partners and customers will benefit from access to
additional hotel supply.  In the context of a larger European
business, there should also be additional opportunities for our
staff."

Bookings' gross travel bookings for the 12 months ended June 30,
2005 are expected to be approximately US$225 million, up
approximately 110% year-over-year.  Bookings' revenues for the 12
months ended June 30, 2005 are expected to be approximately US$25
million, up approximately 100% year over year.  Gross bookings
refer to the total dollar value, inclusive of taxes and fees, of
all hotel room nights purchased by consumers, based on current
foreign exchange rates.  Priceline.com said that it expected the
acquisition to be accretive to its earnings (before non-cash
amortization expense associated with the acquisition) for the 2nd
half of 2005 and for calendar year 2006.

Priceline.com is a travel service that offers leisure airline
tickets, hotel rooms, rental cars, vacation packages and cruises.  
Priceline.com recently expanded its services so customers now have
a choice: they can pick from a broad selection of published
flights, hotels, rental cars and packages at published prices or,
for deeper savings, they can use priceline.com's Name Your Own
Price service for their travel needs.  Priceline.com also has a
personal finance service that offers home mortgages, refinancing
and home equity loans through an independent licensee.

Priceline.com operates one of Europe's fastest growing hotel
reservation services through Activehotels.com,
Activereservations.com, Bookings.net and priceline.co.uk. The
company also operates the following travel sites: Travelweb.com,
Lowestfare.com, Rentalcars.com and Breezenet.com. Priceline.com
licenses its business model to independent licensees, including
priceline mortgage and certain international licensees.

Priceline.com licenses its business model to independent  
licensees, including priceline mortgage and certain international  
licensees.

                        *     *     *

Priceline.com's 1% convertible senior notes due 2010 carry  
Standard & Poor's single-B rating.


PRICELINE.COM: Updates 2005 Guidance Following Asset Purchase
-------------------------------------------------------------
Priceline.com(R) (Nasdaq: PCLN) updated its financial guidance for
the 2nd quarter 2005, which ended on June 30, 2005, and increased
its guidance for the 2nd half 2005 to reflect its acquisition of
Bookings B.V.

For the second quarter, priceline.com said that it expects gross
travel bookings to be in the range of $566 million to
$570 million.  Gross travel bookings refer to the total dollar
value, inclusive of all taxes and fees, of all travel services
purchased by consumers.  Second quarter revenue and pro forma
gross profit are expected to be approximately $265 million to $270
million and $65 million to $67 million, respectively.  Pro forma
net income per diluted share in the 2nd quarter is expected to be
between $0.36 and $0.40 per diluted share.  When it announced its
1st quarter financial results on May 9, 2005, priceline.com gave
pro forma net income per diluted share guidance for the 2nd
quarter of between $0.34 and $0.40 per diluted share.  The section
below entitled "Non-GAAP Financial Measures" provides a definition
and information about the use of pro forma financial information
used in this press release.

Priceline.com issued guidance for the full-year 2005 to reflect
the acquisition by priceline.com of the European online travel
company Bookings B.V.  Priceline.com said it now expects pro forma
net income per diluted share for full-year 2005 to be in the range
of $1.20 to $1.28 per diluted share.  Previously, priceline.com
stated that it was comfortable with First Call analyst consensus
estimates of pro forma net income of $1.21 per diluted share for
full-year 2005.

Pro forma gross profit and pro forma net income per diluted share
estimates for the 2nd quarter 2005 exclude the after-tax effects
of non-cash amortization expense of acquisition-related
intangibles (primarily associated with the acquisition of
Travelweb and Active Hotels), stock-based compensation expense and
option payroll tax expense, which, when aggregated, are expected
to total approximately $4.5 million.  In addition, pro forma net
income per diluted share estimates for the 2nd quarter 2005
exclude the anticipated impact of EITF 04-08, which was effective
as of December 15, 2004, and which revises the method for
calculating diluted shares outstanding for purposes of computing
GAAP net income per diluted share.

Priceline.com said it will give more details on the 2nd quarter
and on its 3rd quarter forecast when it reports 2nd quarter 2005
financial results.  Priceline.com at this time is unable to
forecast the combined company's full-year GAAP-basis net income
without unreasonable effort and is still evaluating how the
acquisition will affect the company's non-cash amortization
expense of intangibles acquired in the acquisition of Bookings
B.V.  This calculation is expected to be completed by the time of
the announcement of priceline.com's 2nd quarter financial results
at which time priceline.com will provide GAAP-basis net income
guidance.

Priceline.com is a travel service that offers leisure airline
tickets, hotel rooms, rental cars, vacation packages and cruises.  
Priceline.com recently expanded its services so customers now have
a choice: they can pick from a broad selection of published
flights, hotels, rental cars and packages at published prices or,
for deeper savings, they can use priceline.com's Name Your Own
Price service for their travel needs.  Priceline.com also has a
personal finance service that offers home mortgages, refinancing
and home equity loans through an independent licensee.

Priceline.com operates one of Europe's fastest growing hotel
reservation services through Activehotels.com,
Activereservations.com, Bookings.net and priceline.co.uk. The
company also operates the following travel sites: Travelweb.com,
Lowestfare.com, Rentalcars.com and Breezenet.com. Priceline.com
licenses its business model to independent licensees, including
priceline mortgage and certain international licensees.

Priceline.com licenses its business model to independent  
licensees, including priceline mortgage and certain international  
licensees.

                        *     *     *

Priceline.com's 1% convertible senior notes due 2010 carry  
Standard & Poor's single-B rating.


RUSSELL CORP: Downward Earnings Revision Cues S&P's Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Atlanta,
Georgia-based athletic apparel and sports equipment manufacturer
Russell Corp. on CreditWatch with negative implications, including
the company's 'BB-' long-term corporate credit rating.

Russell Corp.'s total debt outstanding at April 3, 2005, was
$466.3 million.

"The CreditWatch placement follows the company's announcement that
it is revising earnings guidance downward for the second fiscal
quarter as a result of short-term operational issues and lower-
than-anticipated cost reductions.  The company also said it would
not be able to make up the earnings shortfall for the full year,"
said Standard & Poor's credit analyst Susan H. Ding.

Standard & Poor's will conduct a full review after the company
releases its second quarter earnings on July 28.  The analysis
will focus on Russell's ability to maintain its cost reduction
momentum and its credit protection measures commensurate with its
current ratings.


S-TRAN HOLDINGS: Wants More Time to Decide on Leases
----------------------------------------------------
S-Tran Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the period
within which it can elect to assume, assume and assign, or reject
unexpired nonresidential real property leases to September 12,
2005.

The Debtors want to extend its lease decision period on these
leases:

   Site Address                   Use           Lessor Address
   ------------                   ---           --------------
   728 Jefferson Avenue       General Office    Dartmoor Realty
   Cookville, Tennessee 38501                   PO Box 2709
                                                Cookville,
                                                Tennessee 38502

   120 E. Main St.            Salvage Store     William A.
   Algood, Tennessee 38506                      & James W. Benson
                                                909 Hillside Drive
                                                Cookville,  
                                                Tennessee 38501  

The Debtors explain that they need these locations to continue the
orderly wind-down of their operations and sell damaged cargo
rejected by recipients.

The Court will consider the Debtors' request during a hearing
scheduled at 11:00 a.m. on July 27, 2005 in Wilmington, Delaware.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second-day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No. 05-
11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


SAINT VINCENTS: Asks Court to Grant Priority To Outstanding Goods
-----------------------------------------------------------------
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 to:

    (i) grant administrative expense status to undisputed
        obligations owing to the vendors and common carriers for
        the delivery of the outstanding goods; and

   (ii) authorize, but not require, them to pay for those
        obligations in the ordinary course of business.

In the ordinary course of business, numerous vendors and suppliers
provide the Debtors with over-the-counter and prescription
medicines and medical supplies, equipment, food and beverage
supplies and sanitary items.  The Debtors' outstanding obligations
to the vendors and to the common carriers that deliver the goods
aggregate to $1.4 million per month.

Stephen B. Selbst, Esq., at McDermott Will & Emery LLP, in
Chicago, Illinois, tells the Court that any refusal or delay by
the vendors and the common carriers in providing and delivering
those goods could impede the Debtors' ability to provide their
customers the full range of the goods and services necessary for
the continued operations and uninterrupted supply of fresh,
saleable inventory.

As of the Petition Date, the Debtors had numerous prepetition
purchase orders outstanding with the vendors.  Concerned that
their postpetition delivery for those outstanding prepetition
orders will leave them as general unsecured creditors with
respect to those shipment, the vendors may refuse to ship or
deliver those goods unless the Debtors:

    (1) issue substitute purchase orders, or

    (2) obtain a Court order providing that those outstanding
        goods delivered postpetition will be afforded
        administrative expense priority.

Mr. Selbst notes that the obligations that arise for goods
delivered postpetition on account of the prepetition orders are
in fact administrative expense priority claims under Section
503(b)(1)(A) of the Bankruptcy Code.

Any delay in payment to the common carriers may also entitle the
carriers to cancel the delivery of the outstanding goods.
Nonpayment of the carrier charges may give rise to claims secured
by various liens, including liens on goods and supplies or
possessory liens under state and other applicable law.  Depending
on the circumstances of a particular case, these liens may give
rise to claims that the Estates would be required to pay in full.

According to Mr. Selbst, the immediate payment for the
outstanding goods will affect only the timing of the payments and
will not prejudice the rights of general unsecured creditors or
other parties-in-interest because:

    (1) the obligations to the vendors are entitled to
        administrative priority status, and

    (2) the common carriers are entitled to full payment of their
        charges.

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 Maintain Workers' Compensation Programs
----------------------------------------------------------------
Stephen B. Selbst, Esq., at McDermott Will & Emery LLP, in
Chicago, Illinois, relates that, in the ordinary course of
business, Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates maintain various workers' compensation
programs, insurance policies and bonds through several different
insurance carriers.

Prior to the Petition Date, the Debtors entered into an insurance
brokerage agreement with Willis Group Holdings for the
administration of the majority of the insurance policies.  Willis
sends the Debtors a consolidated monthly statement for amounts
due to the Insurance Carriers and, once paid by the Debtors, the
Broker submits the payments to the Carriers.  The Debtors pay for
the broker fees not covered by commissions on insurance premiums.

The Debtors also typically purchase their bonds from Willis.  The
Debtors pay Willis directly for all premiums and other amounts
due under the bonds, after which, the Bond Broker forwards the
payment to the Bond Carriers.  Willis is paid a fee for placing
the Debtors' bonds, which is paid out of commissions earned on
bond premiums.

                  Workers' Compensation Programs

In accordance with the laws of the State of New York, the Debtors
maintain workers' compensation policies and programs, which
provide their employees coverage for claims arising from or
related to their employment with the Debtors.

The Debtors' affiliate, Queensbrook Offshore Insurance LLC, has
issued a deductible reimbursement policy for the Debtors' first
$250,000 in coverage.  Excess insurance above the Retention is
provided in accordance with New York State statutory limits by
New Hampshire Insurance Company, a division of AIG.

Premiums for the current Compensation Programs are based on a
fixed rate of estimated payroll and are paid quarterly.  Following
an annual audit of the Debtors' payroll, the Debtors either pay a
retrospective premium owed or receive back overpayments that were
made.  On certain of the former insurance programs, there are
annual retrospective audits and annual "true-ups" of the premiums
owed.

The Debtors propose to pay any and all amounts due and owing with
respect to any Workers' Compensation Program, and maintain and
continue prepetition practices with respect to the Programs.

                 Liability and Property Insurance

The Debtors also maintain many general liability and property
insurance policies, which provide the Debtors with insurance
coverage for claims relating to, among other things, commercial,
general and professional malpractice liability, commercial
umbrella liability, automobile liability, directors' and
officers' liability, fiduciary liability, commercial crime,
boiler and machinery, property, floods, earthquakes, and
pollution.

Several of the liability, property, and workers' compensation
policies and certain of the bonds expire during the period from
the Petition Date through August 31, 2005.  To pursue renewal of
these policies, collateral and potential premium payments are
required.  The Debtors estimate that these obligations for the
first month after the Petition Date aggregate $5,395,637.

The Debtors are required to pay premiums based on a fixed rate
established and billed by each Insurance Carrier.  The premiums
for most of these policies are determined annually and are paid
at policy inception either directly to the Insurance Carrier, or
to the Broker, or are financed through A.I. Credit Corp. who pays
the premium to the Insurance Carrier on the Debtors' behalf.
With respect to the premiums on the commercial, general and
professional liability policies, and the directors' and officers'
liability policies, the premiums are financed through AI Credit
who prepays the premiums to the Insurance Carriers.  The Debtors
make either monthly or quarterly payments to AI Credit for
amounts it paid to the Insurance Carriers.

In addition, all insurance policies require payment deductible or
self-insured retention amounts.  In the commercial, general and
professional malpractice liability policies and certain of the
workers' compensation policies, the retention amounts under each
policy year are capped.  Claim losses and expenses are paid by
the Insurance Carriers directly to claimants, attorneys,
investigators, and health care providers as incurred.  The
Insurance Carriers then bill the Debtors quarterly for
reimbursement of those losses and expenses, which fall under the
deductible or self-insured retention amounts.  Deductibles under
the property and automobile insurance policies are subtracted
from the amounts that the Insurance Carriers reimburse the
Debtors after the Debtors have paid the claim losses.

As of the Petition Date, the Debtors believe they were current on
their prepetition premiums and deductible reimbursements with
respect to applicable policies.  To the extent a premium or
deductible reimbursement arising prior to the Petition Date is
outstanding or becomes due, including any renewal, extension or
replacement with respect to any policy, the Debtors seek the
Court's permission to make those payments in accordance with the
established practices.

Mr. Selbst asserts that the Debtors must continue the Insurance
Programs.  If these policies or bonds were allowed to lapse, the
Debtors would be exposed to substantial liability for any damages
resulting to persons and property of the Debtors and others.
Maintenance of the D&O liability policy also is necessary to the
retention of the Debtors' senior management who are critical to
the success of the Debtors' businesses and reorganization and to
enable the Debtors to financially indemnify their officers and
directors per the requirements set forth in their corporate
bylaws.  Moreover, the federal government and various state
governments require that the Debtors maintain bonds in order to
operate hospitals and nursing homes.  The proposed Debtor-in-
Possession Financing and the guidelines of the Office of the
United States Trustee also require the Debtors to maintain their
Insurance Programs.

In addition, the Debtors need to satisfy all bond obligations and
pay all Workers' Compensation Claims and state fees and
assessments on a timely basis.  The risk that eligible claimants
will not receive payments with respect to employment-related
injuries may have a devastating effect on the financial well-
being and morale of the Debtors' employees and their willingness
to remain in the Debtors' employ.  Departures by employees at
this critical time may result in a severe disruption of the
Debtors' businesses to the detriment of all parties-in-interest
and may place the health and safety of the Debtors' patients and
residents at risk.

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: 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.


STELCO INC: Files CCAA Plan of Arrangement Outline in Ontario
-------------------------------------------------------------
Stelco Inc. (TSX:STE) filed with the Superior Court of Justice
(Ontario) a restructuring plan outline designed to ensure a viable
Company over the long term and provide lasting benefits for its
stakeholders.

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "Our plan outline is reasonable, realistic and responsible.
It's reasonable because it treats stakeholders fairly and in
accordance with their rights.  It's realistic because we believe
it is financially achievable.  And it's responsible because we are
the only party with a legal obligation to balance the interests
and competing demands of stakeholders.  I invite all stakeholders
to consider this plan outline from everybody's perspective, not
just their own, and to conclude that it is fair and reasonable.
After so many months of negotiating we should start working
together to secure the approval and implementation of a fair and
reasonable plan."

The plan provides for the recapitalization of Stelco by arranging
new loans, selling non-core assets and issuing new securities.  
The plan is designed to treat the interests of creditors and other
stakeholders in a fair and balanced manner:

   -- Pension beneficiaries, current employees, the union and the
      Government of Ontario will benefit from a plan to retire
      the Company's pension plan solvency deficiencies of about
      $1.3 billion by 2015.  It is intended that the pension plans
      will receive approximately $900 million in upfront
      contributions and annual cash payments before the first new
      debt instrument matures in 2012.

   -- Secured operating lenders will be refinanced at the time of
      plan implementation.

   -- Unsecured creditors will receive full recovery on
      approximately $665 million owed to them by conversion of
      part of their obligations to equity and the balance to new
      debt, some of which will be secured.

   -- Current equity holders will be offered less than 2% of the
      fully-diluted shares outstanding, the right to purchase
      shares under a $100 million rights offering and will receive
      warrants to purchase 10% of the Company on a fully-diluted
      basis.

"We've worked long and hard to find a middle ground between
competing demands," Mr. Pratt noted.  "Various stakeholders may
criticize the plan because it does not provide them with
everything they want.  There is not enough value in the Company to
give every group everything it wants.  The key is to provide
enough that everyone can support.  We believe this plan strikes
that balance, that it is achievable, and that it will result in a
viable Stelco over the long term.  This balance and achievability
reflects the fact that the plan outline does not propose to
expropriate one party's interest to satisfy the demands of
another."

"The plan also provides a reasonable and financially responsible
solution to the pension funding issue," Mr. Pratt noted.  "This
has been one of our stated objectives throughout the restructuring
process.  We believe that the 10-year deficiency retirement plan
balances the competing interests of responsibly funding Stelco's
pension obligations and ensuring that the Company has the funds
needed to carry on its business.  Those funds include the
$425 million to be invested in our critical capital expenditure
program under the plan outline."

The plan is also designed to provide the Company with the
liquidity and leverage that are appropriate and in-line with
industry peers.  It envisions $600 million in new credit
facilities, approximately $650 million of net liquidity and a
significant reduction in the Company's total debt.

There follows a backgrounder to and summary of the plan outline.
The plan outline documents can be accessed through a link
available on Stelco's Web site.

               Stelco's Restructuring Plan Outline

Background

   Stelco has tried to achieve consensus:

   Stelco has worked to secure consensus among stakeholders for
   nearly 17 months.  The Company has initiated, accepted and
   participated in a number of consultative processes.  The goal
   has been to achieve the consensus of stakeholders around a plan
   that will receive the necessary votes required for approval of
   a restructuring plan that will enable Stelco to emerge from
   CCAA protection.

   There is not enough value to meet every stakeholder's demands:

   Some stakeholders have indicated their desire to improve upon
   their pre-CCAA position at the expense of others.  Stelco has
   indicated on many occasions that there is insufficient value in
   the Company to meet all of the demands being made by every
   stakeholder group.  No group can get everything it wants.  The
   key is to find a middle ground that everyone can support.

   Stelco has a legal obligation to balance the interests of
   stakeholders:

   Stelco is the only stakeholder with a legal obligation to
   balance the interests and competing demands of other
   stakeholders.  Other parties have the luxury of making demands
   designed only to benefit their own interests.  As well, the law
   states that a restructuring plan can only be implemented if it
   secures the approval of affected creditors and the Court.  Key
   to obtaining those approvals is a plan that takes into account
   and treats the interests of all stakeholders in a reasonable
   manner.

   It's time to move forward:

   Stelco believes that stakeholders have clearly enunciated their
   demands and negotiating positions.  The continuation of this
   posturing without resolution will not result in a timely
   outcome.  At the same time, the Company's competitive
   circumstance has suffered as a result of such factors as
   falling steel prices, softening market conditions, and
   increased raw material, energy and other costs.  It's time for
   stakeholders to decide the outcome of this process.

   The goal - a viable company for the long term:

   Stelco is committed to achieving a restructuring plan that:

   (1) enables it to emerge from CCAA as a viable company for the
       long term;

   (2) is competitive throughout the market cycle;

   (3) preserves jobs;

   (4) meets its obligations to retirees and other stakeholders;
       and

   (5) has the capital structure to support the Company in
       achieving these objectives.

   Other stakeholders, depending on their particular situations,
   may or may not necessarily be fully committed to these same
   goals.

   A Plan Outline that can achieve this goal:

   Stelco has developed a plan outline it believes is appropriate
   to submit to stakeholders for their approval.  The Company
   plans to meet next week with stakeholders to discuss the plan
   outline, which is offered as a reasonable plan that is fair to
   all stakeholders.  It undoubtedly will be criticized by
   stakeholder groups that are not getting everything they want or
   demand.  However, it has the support of the Company's Board,
   management, financial advisors and Chief Restructuring Officer,
   all of whom view the plan outline as fair and reasonable.

A Two-Phased Plan

   The plan will be implemented in two phases.

   Phase One:

   Immediately upon the Company's exit from CCAA.  This phase
   includes the issuance to creditors of $566 million of new debt
   and $100 million of new equity.  This phase will also see the
   payment of contributions to the Company's four main pension
   plans of $100 million in Senior Secured Notes and up to
   $100 million in cash from the proceeds of the sale of the non-
   core assets.

   Phase Two:

   Following a pension funding agreement with the Government of
   Ontario and the conclusion of renewal collective bargaining
   agreements at Lake Erie and Hamilton, $200 million of debt will
   be converted to equity and a $100 million rights offering will
   be completed.

   It is anticipated that the plan implementation will occur on or
   about September 30, 2005.

New Financing

New financing will be raised to address the claims of creditors.
This will include:

   (1) Senior Secured Floating Rate Notes: The US$ equivalent of
       $250 million, due in 2012.

   (2) Secured Convertible 6.25% Notes: $116 million, due in 2015.
       These Notes become unsecured upon completion of the pension
       funding agreement and the renewal collective bargaining
       agreements at Hamilton and Lake Erie.  The Notes are
       convertible into common shares.

   (3) Unsecured Convertible 1% Notes: $200 million, due in 2010.
       These Notes are, among other features, convertible into
       common shares at the option of Stelco upon completion of
       the pension funding agreement and the renewal collective
       bargaining agreements.

New Equity

   (1) New Common Shares: 11 million New Common Shares of Stelco
       will be outstanding immediately after plan implementation,
       10 million of which will go to the creditor group and
       1 million to existing equity holders.

   (2) Rights: Rights to purchase New Common Shares pursuant to a
       $100 million rights offering expected to be completed
       within 18 months and to be added to liquidity.

   (3) Warrants: Warrants, with a 10-year maturity, to purchase
       6.0 million New Common Shares or about 10% of all New
       Common Shares to be issued on a fully- diluted basis.

New Cash

   (1) $175 million net proceeds anticipated from the sale of non-
       core assets

   (2) $100 million from the Rights offering

   (3) $90 million from the Warrants

A Reasonable Plan, A Viable Company

The plan outline offers the prospect of a Stelco that is viable
over the long term:

   (1) approximately $650 million in net liquidity ($550 million
       Phase One plus $100 million Phase Two);

   (2) assumed enterprise value of $885 million;
   
   (3) positions of nearly all stakeholders will be enhanced, with
       potential upside value;

   (4) funding for $425 million in critical capital expenditures
       over 18-24 months;

   (5) an affordable pension funding schedule; and

   (6) the plan has a reasonable prospect of being achieved if
       stakeholders react responsibly.

An Appropriate Capital Structure

   (1) liquidity, leverage, balance sheet structure that are
       appropriate, in-line with peers;

   (2) up to $600 million of operating credit facilities;

   (3) balance sheet improved by $300 million in equity (debt
       conversion + new equity);

   (4) near-term maturities replaced with long-term debt; and

   (5) leverage reflects that of the peer group.

Treatment of Stakeholders

   -- Treatment of existing secured operating lenders

      Secured operating lenders will be repaid in full.

   -- Treatment of creditors

      Stelco's senior debentureholders, subordinated
      debentureholders, plus trade and other unsecured creditors
      having claims totaling some $666 million receive pro rata
      share of:

      a. the US$ equivalent of $250 million of the Senior
         Secured Floating Rate Notes

      b. $116 million of Secured Convertible 6.25% Notes

      c. $200 million of Unsecured Convertible 1% Notes

      d. $100 million of New Common Shares

   -- Treatment of pension plans

      Stelco's four main pension plans will receive the following
      contributions once Stelco and the government of Ontario have
      entered into a pension funding agreement consistent with the
      terms of the Stelco plan:

      a. an upfront contribution of the US$ equivalent of
         $100 million of Senior Secured Floating Rate Notes

      b. 2/3 of the net proceeds from the sale of the non-core
         assets, up to a maximum of $100 million in cash

      c. annual cash payments of approximately $98 million

      d. The pension plan solvency deficiencies of about
         $1.3 billion will be retired by 2015

      e. As a result, the pension plan deficiencies will be
         addressed in a manner that will reasonably secure the
         benefits of current retirees and plan members.

   -- Treatment of employees and retirees

      a. Stelco's salaried and bargaining unit employees and
         retirees are unaffected by the plan

      b. They are not being requested to make any concessions in
         terms of salaries and wages or pension and other benefits

      c. They will benefit from the proposed accelerated pension
         funding plan

   -- Treatment of existing shareholders

      In exchange for their existing common shares, existing
      shareholders will receive a pro rata share of:

      a. 1 million New Common Shares
      b. The Rights
      c. The Warrants

As a result, existing shareholders have the opportunity to retain
value if they are prepared to invest new money in Stelco by
exercising the Rights and Warrants.

Equity Ownership

On exit from CCAA, the general unsecured creditors will hold 90.9%
of the equity while existing equity holders will hold 9.1%.  If
existing equity holders do nothing more, their holdings will
decline to less than 2%.  After the exercise of their Rights and
their contribution of $100 million, existing equity holders will
have 29.8% of the equity while the general unsecured creditors
will hold 70.2% (pre-exercise of Warrants).

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: Might Not Get Shareholder Consensus on Plan Today
-------------------------------------------------------------
Stelco Inc. (TSX:STE) reported that the Thirty-Third Report of the
Monitor in the matter of the Company's Court-supervised
restructuring was filed on July 14, 2005.  

The Report reviews these matters:

   (1) Monitor's discussions with stakeholders

       The Monitor arranged and held meetings with representatives
       of stakeholder groups to discuss, among other things, views
       on moving the restructuring process forward.  At the
       beginning of those meetings Stelco management reviewed the
       Company's updated financial forecast.

       Based on those meetings, the Monitor reports that most
       stakeholders expressed the view that it was unlikely that
       any consensus on the substance of a CCAA plan outline could
       be reached by July 18, 2005 and that, in general terms, the
       next step should be the production of a plan leading to a
       vote.  The Monitor notes that there is no consensus on the
       best party to bring forward a plan or on the content of
       such a plan.  Noting that the Company has indicated its
       intention to file a plan outline on July 15, 2005, the
       Report recommends that the Monitor arrange and direct
       meetings between the Company and stakeholders beginning the
       week of July 18, 2005 for the purpose of discussing
       Stelco's plan outline.

   (2) Market conditions

       The Monitor notes that the North American steel industry
       continues to remain soft from in terms of price and demand.  
       The Report adds that the current spot market price for hot
       roll black coils, Stelco's largest product category, has
       declined approximately 9.1% to approximately $500/net ton
       since June 21, 2005.  The Monitor notes, as it has before,
       that Stelco's future financial results will be highly
       dependent on the direction of the Company's input costs and
       the strength of North American steel markets.

   (3) Request to extend the stay period

       The Monitor recommends that the Company's request for an
       extension of the stay period until September 9, 2005, be
       granted, stating that an extension is in the interest of
       all stakeholders on these grounds:

       (a) to allow discussions concerning Stelco's plan outline;

       (b) to provide time for the subsequent development and
           filing of a formal restructuring plan;

       (c) to complete the claims procedure; and, to maintain
           Stelco's operational and financial stability.

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.


TRIM TRENDS: Can Continue Hiring Ordinary Course Professionals
--------------------------------------------------------------          
The U.S. Bankruptcy Court for the Eastern District of Michigan
gave Trim Trends Company, LLC, and its debtor-affiliates,
permission to continue to retain, employ and pay professionals
they turn to in the ordinary course of their business without
bringing formal employment applications to the Court.

In their day-to-day business operations, the Debtors regularly
employ various professionals in the ordinary course of their
business to render services in a variety of discrete areas,
including corporate and intellectual counsels and tax
professionals.

The Debtors explain that their business operations would be
hindered if they were required to submit to the Court separate
employment and compensation applications for each Ordinary Course
Professional they will retain.  The uninterrupted services of
those Professionals are required in the Debtors' continuing
operations and ultimate ability to reorganize under chapter 11.  

The Debtors assure the Court that:

   1) no Ordinary Course Professional will be paid in excess of
      $10,000 per month, and in the event that Professional's
      monthly fees and expenses exceed $10,000, the Debtors will
      file with the Court a formal compensation application for
      that Professional;

   2) every Aug. 31, Nov. 30, Feb. 28 and May 31 of every year
      that their chapter 11 cases are pending, they will file with
      the Court and serve upon the U.S. Trustee, counsel for the
      Official Committee of Unsecured Creditors, counsel for the
      DIP Lender and counsel for the Pre-Petition Lenders, a
      statement that contains information of:

      a) the name of the Ordinary Course Professional;

      b) the aggregate amount paid as compensation for services
         rendered and reimbursement of expenses ; and

      c) the general description of the services rendered by each
         Ordinary Course Professional retained by the Court; and

   3) each Ordinary Course Professional will file with the Court
      and serve upon the U.S. Trustee, counsel for the
      Official Committee of Unsecured Creditors, counsel for the
      Debtors, counsel for the DIP Lender and counsel for the Pre-
      Petition Lenders, an Affidavit of Disinterestedness at least
      10 days before the submission of the first invoice to the
      Debtors.

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

Headquartered in Farmington Hills, Michigan, Trim Trends Company,
LLC -- http://www.trimtrendsco.com/-- manufactures automobile   
and light truck component parts for both original equipment
manufacturers and Tier 1 suppliers.  The Company and its debtor-
affiliates filed for chapter 11 protection on May 17, 2005 (Bankr.
E.D. Mich. Case No. 05-56108).  Joseph M. Fischer, Esq., at Carson
Fischer, P.L.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $65 million and total
liabilities of $81 million.


TRIM TRENDS: Gets Final Court Order on Post-Petition Financing
--------------------------------------------------------------          
The U.S. Bankruptcy Court for the Eastern District of Michigan
granted Trim Trends Company, LLC, and its debtor-affiliates, final
approval to obtain post-petition financing from GMAC Commercial
Finance LLC.

                 Pre-Petition Loan Agreements
                  
The Debtors are a party to:

   1) a Loan and Security Agreement with Wells Fargo Foothill,
      Inc. dated Dec. 30, 2002;

   2) a Financing Agreement and related Loan Documents with Hilco
      Capital LP and Fortress Credit Corp. dated May 7, 2004; and

   3) an Intercreditor and Subordination Agreement with Wells
      Fargo, Hilco Capital and Fortress Credit dated May 7, 2004.

                  Post-Petition Financing    
                    & Use of DIP Loans   

The Court authorizes the Debtors to obtain a revolving working
capital line of credit of up to $15 million under a Post-Petition
Loan Agreement, based on a formula applied to post-petition
accounts and inventory, including an out-of-formula allowance of
up to $6 million.

The Debtors will use the proceeds of the DIP loans to meet
payroll, purchase, merchandise and equipment lease payments.

The salient terms of the DIP Loan Agreement are:

   1) the Borrowing Base Formula is 90% of Designated Customer
      Eligible Accounts plus up to 75% of the cost of Eligible
      Inventory plus up to 84% against Other Customer Eligible
      Accounts plus up to $6 million of Overformula Advances minus
      the Borrowing Base Reserves;

   2) Overformula Advances will only be made if they are
      conditionally guaranteed by one or more of the Designated
      Customers on terms satisfactory to GMAC Commercial;

   3) the interest rates under the Post-Petition Loans are:

      a) a rate equal to the Prime Rate for all Post-Petition
         Loans that are nor an Overformula Allowance plus 0.5% per
         annum on the outstanding day-to-day principal balance;

      b) interest rate equal to the Prime Rate per annum on the
         outstanding day-to-day principal balance for the
         Overformula Advances;

      c) 2% per annum above the other applicable interest rates in
         the Event of Default; and

      d) all interest rates will be due and payable on the first
         business day of each month in arrears and will be
         calculated based on a 360 day year;

   4) GMAC Commercial will receive a $5,000 Collateral Monitoring
      Fee to be paid on the first business day of each month and a
      0.5% fee times the average daily unused portion of the loan
      to be paid in the first day of each month in arrears;

   5) the Overformula Advances will be paid pursuant to the Court-
      approved Budget; and

   6) if the Debtors ceases to operate as a result of a sale of
      substantially all of their assets provided no Event of
      Default occurs, GMAC Commercial will fund the Debtors an
      amount equal to the lesser of the amount of unpaid expenses
      provide for in the Budget or any unfunded excess Borrowing
      Base availability immediately prior to the cessation of
      operations.

The proceeds of the Post-Petition Loans will be used in accordance
with a 14-week Budget from June 16, to Sept. 9, 2005.  A full-text
copy of the Budget is available at no charge at:

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

To adequately protect its interests, GMAC Commercial is granted a
perfected lien and security interest in all pre-petition assets
and property of the Debtors, except Pre-Petition Collateral and
proceeds, products, profits or rent of that Collateral.

Headquartered in Farmington Hills, Michigan, Trim Trends Company,
LLC -- http://www.trimtrendsco.com/-- manufactures automobile   
and light truck component parts for both original equipment
manufacturers and Tier 1 suppliers.  The Company and its debtor-
affiliates filed for chapter 11 protection on May 17, 2005 (Bankr.
E.D. Mich. Case No. 05-56108).  Joseph M. Fischer, Esq., at Carson
Fischer, P.L.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $65 million and total
liabilities of $81 million.


TRUMP HOTELS: 19 Former Shareowners Want to Enforce Record Date
---------------------------------------------------------------
Nineteen former owners of shares in Trump Hotels & Casino
Resorts, Inc.'s common stock ask the U.S. Bankruptcy Court for the
District of New Jersey to compel Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc., and its
debtor-affiliate to comply with the terms of the Second Amended
Plan of Reorganization and the Confirmation Order:

    1. Evan Karathanasis
    2. Anna Maria T. Ciminello
    3. Alan C. Pilla
    4. Daniel A. Amicucci
    5. Dominick D'Apice
    6. Emanuel Ciminello, III
    7. Emanuel Ciminello, Jr.
    8. Mary Anna Carotenuto
    9. Salvatore Ciminello
   10. Thomas Ciminello
   11. Joel Freidburg
   12. Joel H. Friedman
   13. IME Partnership Plan
   14. Sebastian Pignatello
   15. Chris Reslock
   16. Phillip Sternberg
   17  Doris Sternberg
   18. Michael Yacyk, Jr.
   19. Andrea D. Yacyk

Michael J. Viscount, Jr., Esq., at Fox Rothschild LLP, in
Atlantic City, New Jersey, relates that these parties were record
owners of the THCR common stock as of March 28, 2005.

Under the Plan, the warrants, the cash and the proceeds from the
sale of the World's Fair Site are to be distributed to the owners
of the Old Equity Shares as of March 28, 2005, the Record Date,
Mr. Viscount notes.

Nonetheless, without explanation or notice, on the Effective Date
of the Plan, distributions of warrants and cash made on account
of the Old Equity Shares did not go to the holders on the Record
Date, but instead went to the holders as of the Effective Date,
Mr. Viscount says.

Mr. Viscount argues that the Former Shareowners are entitled to
the distributions to the equity security holders called for under
the Plan.

By this motion, the Former Shareowners specifically ask the Court
to:

    a. order the Debtors to distribute to each of the Former
       Shareowners their pro rata share of the distributions to
       the equity security holders called for under the confirmed
       Plan; and

    b. award them their costs, expenses and attorney fees incurred
       in the prosecution of their request.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and   
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


TRUMP HOTELS: Agrees With Thermal to Expunge $2,784,852 Claim
-------------------------------------------------------------
On January 18, 2005, Conectiv Thermal Systems, Inc., or Thermal
Energy Limited Partnership I and Atlantic Jersey Thermal Systems,
Inc., filed Claim Nos. 1792 and 1920 for $2,784,852 each.
Thermal asserts payment for prepetition goods and services.

Trump Hotels & Casino Resorts, Inc. nka Trump Entertainment
Resorts, Inc., and its debtor-affiliates allege that Claim No.
1792 is duplicative of Claim 1920.  The Debtors also contend that
Claim No. 1792 has already been fully paid.

The Debtors insist that they have satisfied all of Thermal's
prepetition claims including those asserted in the Claims.

Accordingly, the Debtors and Thermal stipulate and agree that:

    1. The Claims will be expunged in their entirety; and

    2. In the event any of the Debtors or any representative of
       the Debtors' estates seeks repayment or disgorgement of
       any sums paid to Thermal since the Petition Date, Thermal
       reserves and retains its right to assert a claim against
       the Debtors' estates for any amounts that it is required to
       repay or disgorge.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and   
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


TRUMP HOTELS: Objects to 30 Bondholders' Proofs of Claim
--------------------------------------------------------
Trump Hotels & Casino Resorts, Inc. nka Trump Entertainment
Resorts, Inc., and its debtor-affiliates ask Judge Wizmur to
disallow 30 proofs of claim filed by individual bondholders.  
Among the largest Individual Bondholder Claims are:

    Bondholder                       Claim No.      Claim Amount
    ----------                       ---------      ------------
    Belmonte, Peter                    02201             $60,000
    Binzel, Katrin                     02082              30,000
    Brenman, Sally & Mark              02045              75,000
    Carter, William & Lucile           02167              30,000
    Gudwin, Cory                       02128              44,223
    Mann, Frederic & Katherine         02155             100,000
    Murray, Allan & Florence           01969             100,000
    Samia, Leonard                     02165              47,625
    Webster, Jerry                     02133              33,375

Charles A. Stanziale, Jr., Esq., at Schwartz Tobia Stanziale
Sedita & Campisano, in Montclair, New Jersey, relates that U.S.
Bank National Association, in its capacity as the indenture
trustee for the benefit of all of the Debtors' bondholders, filed
claims on behalf of all of the Debtors' bondholders.  The
Individual Bondholder Claims thus assert a claim based on the
same liability asserted in the U. S. Bank Claims and are
therefore duplicative.

The Debtors further object to the Individual Bondholder Claims
because each was filed after the Bar Date.  The Debtors do not
believe that any of the Individual Bondholder Claims are
amendments to the U.S. Bank Claims.

                            Stock Claims

The Debtors found 31 proofs of claim evidencing equity interests
in the Debtors rather than "claims" as the term is defined in
Section 101(5) of the Bankruptcy Code.  The Stock Claims were
also filed after the Bar Date and do not amend previously filed
claims.

Mr. Stanziale notes that while the holder of an equity security
is entitled to file a proof of interest, the Stock Claims were
filed using "proof of claim" forms.

Pursuant to the Bar Date Notice and the Bar Date Order, any
entity holding an equity interest in any of the Debtors need not
file a proof of interest on or before the Bar Date, unless the
holder wished to assert claims against the Debtors relating to
the ownership or purchase of its equity securities.  Based on the
Debtors' review of Stock Claims, it does not appear that the
entities that filed those claims intended to assert Securities-
Related Claims against the Debtors, but rather merely intended to
evidence their equity securities in the Debtors.

Accordingly, the Debtors ask the Court to disallow the Stock
Claims.   Among the largest of the Stock Claims are:

    Claimant                         Claim No.      Claim Amount
    --------                         ---------      ------------
    Barrasso, Joseph                   02055             $60,589
    Barrasso, Joseph & Judith          02057              44,735
    Barrasso, Judith Ann               02056              11,535
    McQuaide, Margaret                 02074              11,521
    Morgan, Bill & Doris Vaught        02127              10,875

                    Individual Stockholder Claims

The Debtors object to five individual stockholder claims pursuant
to Section 502(b)(1):

    Claimant                         Claim No.      Claim Amount
    --------                         ---------      ------------
    Nickold, Marcus                    01979          $1,000,000
    Pignatello, Sebastian              01907             unknown
    RS Holdings                        01978          10,000,000
    Sternberg, Phillip                 01994           1,500,000
    Yacyk, Michael, Jr.                01963           1,500,000

Except for Claim No. 019944, each of the Individual Stockholder
Claims explicitly assert claims arising from the purchase or sale
of stock in Trump Hotels & Casino Resorts, Inc., and from the
acts or omissions of THCR, its officers, directors and majority
shareholder, Mr. Stanziale states.

Mr. Stanziale tells Judge Wizmur that the Individual Stockholder
Claims do not provide any supporting evidence or documentation.
After reviewing their books and records, the Debtors also
determined that there is no amount due and owing on account of
any of the Individual Stockholder Claims.

The Debtors ask Judge Wizmur to disallow the Individual
Stockholder Claims in their entirety.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and   
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNITED RENTALS: Expects Self-Insurance Reserve Restatement
----------------------------------------------------------
United Rentals, Inc. (NYSE:URI) said it expects to restate its
financial statements for 2000 through 2003 and the first nine
months of 2004 after reviewing its self-insurance reserve recorded
in 2004 and prior years.

Based on work completed to date, the company has concluded that,
although the reserve level at year-end 2004 is appropriate, a
portion of the reserve recorded in 2003 and 2004 should have been
recorded in prior periods.  As a result, the expense associated
with the self-insurance reserve was too high in 2003 and 2004 and
too low in 2002 and prior years.  The company retained an
independent actuary to assist with this matter.  

The company is presently quantifying by reporting period the
financial restatement necessary.  The expected restatement will
correct the expense associated with the self-insurance reserve.   
This restatement, the Company said, will have a positive impact on
pre-tax results for 2003 and 2004 and a negative impact on pre-tax
results for prior years.

                       Material Weakness

In the third quarter of 2004 the company identified a material
weakness relating partially to its self-insurance reserve
estimation and evaluation process.  Self-insurance reserves
reflect the company's estimate of the liability associated with
workers' compensation claims and claims by third parties for
damage or injury caused by the company.  The company subsequently
retained an independent actuary to assist in reviewing its
historical reserve levels.  The company has determined that
deficiencies relating to its self-insurance reserve estimation
process represented a material weakness in the company's internal
control over financial reporting at Dec. 31, 2004.  The company
believes that it has taken adequate measures to remedy this
weakness.

                  Income Tax Restatement Update

The company announced in March 2005 that it expected to restate
its financial statements for years prior to 2004 to correct the
provision for income taxes.  The company's initial estimate was
that this restatement would decrease the provision for income
taxes by a total of approximately $25 million for years prior to
2004.  Subsequently, the company determined that additional
analysis is required to quantify the restatement for periods prior
to 2004.  Accordingly, the company is withdrawing its prior
estimates relating to this matter.  The company continues to
believe the restatement is likely to decrease aggregate income tax
expense for periods prior to 2004, although the expense in
particular periods could increase.  Further analysis is required
to confirm this conclusion.

The company believes that this restatement will not impact 2004.

            Caution on Historical Financial Statements

In view of the expected restatements for income tax and self
insurance, as well as the matters discussed above relating to
certain sale-leaseback transactions, investors are cautioned not
to rely on the company's historical financial statements.

"The board and management are committed to ensuring full
cooperation with the board's special committee and the SEC
inquiry," Wayland Hicks, chief executive officer, said.  "We are
working to resolve outstanding issues and file our financial
statements as soon as possible.

"While we address these challenges, we remain focused on driving
revenue growth, improving our margins and increasing our return on
capital, as we continue to benefit from favorable business
conditions.  Our full year 2005 outlook continues to be for total
revenues of $3.4 billion, diluted earnings per share of $1.60 to
$1.70 and free cash flow of at least $200 million."

United Rentals, Inc. -- http://www.unitedrentals.com/-- is the  
largest equipment rental company in the world, with an integrated
network of more than 730 rental locations in 48 states, 10
Canadian provinces and Mexico.  The company's 12,900 employees
serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 600 different types of equipment with a total original
cost of $3.7 billion.  United Rentals is a member of the Standard
& Poor's MidCap 400 Index and the Russell 2000 Index(R) and is
headquartered in Greenwich, Conn.

                        *     *     *

Standard & Poor's Ratings Services ratings on equipment rental
company United Rentals (North America) Inc., including its 'BB'
corporate credit rating, remain on CreditWatch with negative
implications.  The ratings were originally placed on CreditWatch
on Aug. 30, 2004.


UNITED RENTALS: Gives CFO 30 Days to Cooperate or Be Fired
----------------------------------------------------------
United Rentals, Inc.'s (NYSE:URI) board of directors determined
that John Milne, the company's president and Chief Financial
Officer, failed to perform his duties and this failure would
constitute cause for termination if not cured in accordance with
his employment agreement.  This action, the company said in a news
release last week, was taken on the recommendation of the special
committee of the board reviewing matters relating to the
previously disclosed SEC inquiry of the company, after Mr. Milne
informed the committee he was not willing at this time to respond
to the committee's questions.  The board notified Mr. Milne that,
to the extent his failure of performance may be curable, he would
be afforded the thirty-day cure period provided by his employment
agreement.

Rip Watson at Bloomberg News simplified the company's statement:
Mr. Milne has 30 days to cooperate in an accounting review or
he'll be fired.  

United Rental's latest proxy statement reported that John N. Milne
has been vice chairman, chief acquisition officer and a director
of United Rentals since its formation in September 1997, has been
president since June 2001 and has been chief financial officer
since December 2002.  Mr. Milne was vice chairman and chief
acquisition officer of United Waste Systems, Inc. from 1993 until
August 1997 and held other senior executive positions at United
Waste from 1990 until 1993.  From September 1987 to March 1990,
Mr. Milne was employed in the Corporate Finance Department of
Drexel Burnham Lambert Incorporated.  The proxy statement reported
that Mr. Milne earned $761,000 in 2003.  

A full-text copy of the EMPLOYMENT AGREEMENT dated as of Sept. 19,
1997, between UNITED RENTALS, INC., and JOHN N. MILNE, is annexed
to an Amended Registration Statement available at no charge at
http://ResearchArchives.com/t/s?74as Exhibit 10(h).   

Mr. Watson relates that Todd Fogarty, a spokesman for Mr. Milne,
says the 46-year-old CFO "remains open to assisting the special
committee and speaking with its members if mutually agreeable
circumstances can be reached."  Mr. Fogarty stressed that Mr.
Milne "is committed to doing everything he can do to help the
company achieve an orderly transition" if he's dismissed.  

                Special Committee Review Update
      
In the years 2000, 2001, and 2002, the company was party to
several short-term, equipment sale-leaseback transactions that
resulted in the company reporting aggregate gross profit from
these transactions of $12.5 million, $20.2 million and $1.5
million in those respective years.  Although no final conclusion
has been reached, the special committee has developed information
that suggests the accounting for at least some of these
transactions was incorrect.  The special committee is continuing
to review these transactions as part of its broader review
relating to the SEC inquiry.  As previously disclosed, the SEC
inquiry appears to relate to a broad range of the company's
accounting practices and is not confined to a specific period or
the matters discussed in this release.

United Rentals, Inc. -- http://www.unitedrentals.com/-- is the  
largest equipment rental company in the world, with an integrated
network of more than 730 rental locations in 48 states, 10
Canadian provinces and Mexico.  The company's 12,900 employees
serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 600 different types of equipment with a total original
cost of $3.7 billion.  United Rentals is a member of the Standard
& Poor's MidCap 400 Index and the Russell 2000 Index(R) and is
headquartered in Greenwich, Conn.

                        *     *     *

Standard & Poor's Ratings Services ratings on equipment rental
company United Rentals (North America) Inc., including its 'BB'
corporate credit rating, remain on CreditWatch with negative
implications.  The ratings were originally placed on CreditWatch
on Aug. 30, 2004.


UNITED RENTAL: Moody's Junks Quarterly Income Preferred Securities
------------------------------------------------------------------
Moody's Investors Service lowered the long-term ratings of United
Rental (North America) Inc. and its related entities:

   * Corporate Family Rating (previously called Senior Implied)
     to B1 from Ba3;

   * Senior Unsecured to B2 from B1; Senior Subordinate to B3
     from B2; and

   * Quarterly Income Preferred Securities to Caa1 from B3.

The rating action is prompted by the continuing challenges facing
the company in resolving the pending SEC investigation and certain
accounting irregularities.  These challenges are accentuated by
today's announcement regarding the employment status of the
company's President and Chief Financial Officer.  URI's board
determined that refusal by the President and CFO to answer
questions at this time by the special committee of the board
constitutes a failure to perform his duties, and would constitute
grounds for termination if not cured within the thirty-day cure
period provided by his employment agreement.  The special
committee of the board is reviewing matters relating to the
previously disclosed SEC inquiry of the company.

Moody's notes that as a result of the ongoing SEC investigation
and expected restatements, URI has cautioned investors not to rely
on the company's historical financial statements.  The rating
action reflects Moody's concerns that the ongoing investigations
and resulting findings could be disruptive to the company's
operating performance and financing strategy, and that there could
be material weakness in the company's internal controls and
accounting procedures.  

The SEC is continuing its inquiry which the company reports
appears to relate to a broad range of the company's accounting
practices and which is not confined to a specific period or to
matters which have been disclosed to date.  As a result of the
inquiry URI is unable to file audited financial statements.

Although the company has negotiated amendments to its bank
agreement, further delay in filing audited statements could
negatively impact URI's ability to meet provisions contained in
its bank agreement and its bond indentures, and could adversely
affect the company's liquidity.

Moody's review is focusing on the nature and degree of any
accounting restatements and other changes that may be necessary as
a result of the pending investigations, and the company's ability
to maintain an adequate liquidity profile while the matters are
being resolved.  The review will also consider the degree to which
URI can:

   1) maintain an effective operating strategy and achieve
      adequate financial performance during the period of internal
      review;

   2) address management issues attendant to the possible
      termination of its president and CFO;

   3) implement more effective internal control and accounting
      practices in a timely manner;

   4) preserve adequate liquidity in the face of the delays in
      filing audited financial statements; and

   5) resolve the pending SEC investigation and bring its
      financial reporting current.

The SGL-3 Speculative Grade liquidity Rating considers that URI
has bank waivers for its $1.55 billion secured facilities allowing
the company until December 31, 2005, to provide 2004 audited
financial statements as well as delaying its 2005 10Qs until after
the after the company's 2004 results are finalized.  Moody's also
notes United Rentals is party to various indentures under which an
aggregate of approximately $2.28 billion of securities are
outstanding.  These indentures require the company to timely file
required annual and other periodic reports.  Further delays in
meeting its filing requirements could negatively affect the
company's liquidity profile, and result in downward adjustment of
the Speculative Grade liquidity Rating.

The ratings downgraded and under review for possible further
downgrade are:

United Rentals (North America), Inc.:

   * Corporate Family Rating at to B1 from Ba3
   * Senior Secured Bank Credit Facility rating to B1 from Ba3
   * Senior Unsecured debt rating to B2 from B1
   * Senior Subordinated debt to B3 from B2
   * 10.75% guaranteed notes to B3 from B2

United Rentals Trust I:

   * Quarterly Income Preferred Securities to Caa1 from B3

United Rentals, headquartered in Greenwich, CT, is the world's
largest equipment rental company.  The company also sells new and
used equipment and contractor supplies.  United Rentals' 2004
revenues were approximately $3.1 billion.


UNITED RENTALS: CFO's Likely Termination Cues S&P to Retain Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services ratings on equipment rental
company United Rentals (North America) Inc., including its 'BB'
corporate credit rating, remain on CreditWatch with negative
implications.  The ratings were originally placed on CreditWatch
on Aug. 30, 2004.

The ratings remain on CreditWatch following the company's
announcement that the board of directors has found cause for the
termination of John Milne, the company's president and CFO, for
failing to cooperate with a special committee reviewing matters
relating to an SEC investigation into a broad range of the
company's accounting practices.

The company has delayed reporting its 2004 audited results and
filing its Form 10-K amid the ongoing investigation.  URI has not
given any specific reason for the SEC's inquiry, though the
original notice was accompanied by a subpoena for certain company
accounting records.

The filing delay has required the company to obtain a waiver
extension from the senior lenders under its credit facility to
Dec. 31, 2005.  URI's bond indentures also require the timely
filing of reports, and continued delay in filing could lead to a
default if the company receives a notice from the trustees or from
25% of bondholders.

"URI is continuing to cooperate with the SEC on the non-public,
fact-finding inquiry," said Standard & Poor's credit analyst John
R. Sico.  "The lack of specific information and the possibly broad
parameters of the investigation, however, remain a cause of
concern to us and are the reason for the CreditWatch listing.  We
will continue to review events as further information becomes
available, and we could lower the ratings by multiple notches if
any subsequent developments harm the company's credit quality or
its liquidity, including its ability to retain access to its bank
facility."

The company has, however, disclosed a new issue relating to the
special committee review of the inquiry.  This regards the
accounting treatment for sale-leaseback transactions occurring
from 2000 to 2002, for which the company recorded a gross profit
of approximately $33 million.  These transactions are currently
being reviewed, as the committee may deem the accounting treatment
as incorrect.

The company has updated other matters already disclosed, but these
do not have any cash implication.  These issues have stemmed from
ongoing internal controls testing required by the Sarbanes-Oxley
Act.  The company has disclosed the presence of other control
weaknesses as well.

URI reported preliminary unaudited results for 2004 that exceeded
its expectations, as well as continued momentum in the first
quarter of 2005.  Standard & Poor's expects sustained, modest
recovery in non-residential construction spending in 2005, and
this should support company results in the second and third
quarters of the year, which typically benefit from seasonal
strength.  According to the company's unaudited financial
information, cash on hand was more than $340 million on March 31,
2005, up $40 million from year-end 2004.  This cash, along with
the company's continued access to its mostly unused $650 million
revolving credit facility, provides URI with sufficient near-term
liquidity.

Greenwich, Connecticut-based URI offers a broad range of
construction and industrial equipment through a network of 730
locations in the U.S., Canada, and Mexico. It had sales of about
$3 billion in 2004 and total debt outstanding of about $3 billion.


US AIRWAYS: Asks Court to Fix Solicitation & Voting Procedures
--------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask Judge Mitchell of
the U.S. Bankruptcy Court for the Eastern District of Virginia to:

   * fix a record date for voting, solicitation and subscription
     rights;

   * fix a voting deadline and subscription rights exercise
     deadline, and;

   * establish procedures for temporary allowance of certain
     claims for voting and subscription rights exercise;

   * approve procedures and materials for the solicitation of
     votes on the plan, its confirmation, and the exercise of
     subscription rights.

                           Record Date

To determining the number of (i) creditors and interest holders
entitled to receive solicitation packages and other notices, (ii)
creditors entitled to vote to accept or reject their Plan of
Reorganization, and (iii) creditors entitled to participate in
the Rights Offering, the Debtors ask the Court to establish
August 1, 2005, as the Record Date.

Since it is estimated that over 25,000 individuals hold the
Debtors' existing equity securities, Brian P. Leitch, Esq., at
Arnold & Porter, in Denver, Colorado, asserts that the Debtors
need time to complete a comprehensive list of claim and security
holders.  The Debtors must distribute the solicitation packages
and other notices to the parties several days prior to the
Disclosure Statement Hearing.  Thus, the Debtors have instructed
their claims and securities registrars to start generating
ownership lists as of August 1, 2005.

                         Voting Deadline

The Debtors ask the Court to set September 12, 2005, 4:00 p.m.,
Eastern time, as the deadline by which ballots must be received
by the Voting Agent so as to be counted.  The Voting Deadline is
28 days from the date the solicitation packages are distributed.
Ballots must be returned to the Voting Agent before the Voting
Deadline by:

   -- mail in the return envelope provided with each ballot;
   -- overnight delivery; or
   -- hand delivery.

Ballots submitted by facsimile or other electronic transmission
will not be counted.

                   Subscription Rights Deadline

Since participation in the Rights Offering is determined based on
a creditor's classification as a general unsecured creditor
entitled to vote on the Plan, the Debtors ask the Court to set
September 12, 2005, 4:00 p.m., Eastern time, as the Subscription
Rights Deadline by which Subscription Rights Forms must be
received by the Subscription Agent.

The holder of a claim that the Debtors have objected to will not
be entitled to vote on the plan or participate in the Rights
Offering:

   (a) unless the claim has been temporarily allowed for voting
       purposes; or

   (b) the objection to the claim has been withdrawn or resolved
       in favor of the creditor.

                   Rule 3018(a) Motion Deadline

The Court should fix August 29, 2005, 4:00 p.m., Eastern time, as
the deadline for filing and serving motions requesting the
temporary allowance claims or interests for voting and
participating in the Rights Offering.  The Clerk of the Court and
the Notice Parties must receive the Rule 3018(a) Motion by the
August 29 Deadline.  Any party filing a Rule 3018(a) Motion will
be provided a ballot and a Subscription Rights Form.  The party
will be permitted to cast a provisional vote on the plan and
participate in the Rights Offering on a provisional basis.  If
the Rule 3018(a) Motion cannot be resolved prior to the Voting
Deadline and Subscription Rights Deadline, the Court will convene
a hearing on September 15, 2005, 9:30 a.m., Eastern time, to
determine whether the provisional ballot should be counted and
whether the creditor should be allowed to participate in the
Rights Offering.

                     Claims and Voting Agent

The Debtors will continue to employ Donlin, Recano & Company,
Inc., as Claims and Noticing Agent and Voting Agent to assist in
the solicitation of votes on the plan.

Specifically, Donlin Recano will assist in:

   (1) mailing solicitation packages;

   (2) receiving, tabulating, and reporting ballots cast by
       holders of claims against the Debtors;

   (3) responding to inquiries from creditors and stakeholders on
       the Plan, the Disclosure Statement, the ballots, the
       procedures and voting requirements;

   (4) soliciting votes on the Plan; and

   (5) if necessary, contacting creditors and equity security
       holders.

                             Ballots

The Debtors will distribute ballots to creditors entitled to vote
on the Plan, except for Classes Group-10 and Group-11 who are not
receiving a distribution and who are presumed to have rejected
the Plan.  All creditor ballots will be accompanied by pre-
addressed, postage prepaid return envelopes addressed to the
Voting Agent.

                       Solicitation Package

Before August 16, 2005 -- the Solicitation Mailing Date -- the
Debtors will transmit a solicitation package by U.S. mail, first-
class postage prepaid, or by hand or overnight courier,
containing a copy of:

   (a) the Notice of:

       -- approval of Disclosure Statement;

       -- the Confirmation Hearing;

       -- the Deadline and Procedures for Filing Objections to
          Confirmation of plan;

       -- the Deadline and Procedures for Temporary Allowance of
          Certain Claims for Voting Purposes and Subscription
          Rights;

       -- the Treatment of Certain Unliquidated, Contingent or
          Disputed Claims for Notice, Voting and Distribution
          Purposes;

       -- the Record Date; and

       -- the Voting Deadline for receipt of ballots and deadline
          for receipt of Subscription Rights Forms;

   (b) the Disclosure Statement;

   (c) the Plan;

   (d) the Solicitation Procedures Order;

   (e) solicitation letters from the Creditors' Committee;

   (f) a ballot and envelope or notice; and

   (g) all appendices to the Disclosure Statement, and if
       applicable, the Rights Offering prospectus, a
       Subscription Rights Form and return envelope to the
       Subscription Agent.

The Debtors will publish the Confirmation Hearing Notice 25 days
before the Confirmation Hearing in the national and European
editions of The Wall Street Journal and USA Today (worldwide).  
This publication schedule will give sufficient notice of the
Confirmation Hearing to those who do not receive notice by mail.

                    Deemed to Reject the Plan

Holders of interests in Classes Group-10 and Group-11 will
neither receive nor retain any property under the plan and are
deemed to reject the Plan.  The Debtors will send these holders
notices informing them:

   -- of their treatment under the plan;

   -- that they may not vote on the plan and are deemed to have
      voted to reject the plan;

   -- of instructions on the ways to obtain or examine the
      Disclosure Statement, plan and other plan documents and
      exhibits;

   -- of information on the Confirmation Hearing; and

   -- of directions for filing objections to confirmation of the
      Plan.

                     Public Security Holders

Mr. Leitch maintains that there are no beneficial holders of
public securities that are entitled to vote on the Plan.
However, the Debtors have two types of public securities
outstanding:

   * There are airport development bonds that are issued by
     governmental agencies.  The governmental agencies are the
     only direct creditor of the Debtors.  Therefore, holders of
     airport development bonds are not creditors of the Debtors
     and are not entitled to vote on the plan.

   * There are complex aircraft financing arrangements pursuant
     to which public debt was issued.  However, under the
     financing documents, these public debt holders are merely
     creditors of creditors of the Debtors and, therefore, not
     entitled to vote on the Plan.

                         Vote Tabulation

An original ballot with an original signature; timely received
with sufficient information to identify the claimant entitled to
vote to accept or reject the Plan, will be counted, subject to
these exceptions:

   (a) if a Claim is deemed allowed, the Claim is allowed for
       voting purposes in the allowed amount;

   (b) if a Claim has been estimated or allowed for voting
       purposes, the Claim is temporarily allowed in the amount
       estimated or allowed for voting purposes only, and not for
       allowance or distribution;

   (c) if a Claim is listed in the Schedules as contingent,
       unliquidated, or disputed, or for an unknown amount, and a
       proof of claim was not (i) filed by the Bar Date or (ii)
       deemed timely filed by a Court order prior to the Voting
       Deadline, the Claimants will not be given ballots and
       their claims will be disallowed for voting purposes;

   (d) if the Debtors have objected to a Claim at least 10 days
       before the Confirmation Hearing, the Claim will be
       disallowed for voting and subscription rights purposes
       only and not for allowance or distribution;

   (e) if a ballot is completed, executed and filed, but does not
       indicate acceptance or rejection of the plan, or indicates
       both, the Debtors will count the Claim as acceptance of
       the Plan; and

   (f) ballots cast in amounts in excess of their allowed amount
       will only be counted per the creditors' allowed Claim.

The Debtors will not count:

   (1) any ballot received after the Voting Deadline without a
       Court-approved extension;

   (2) any ballot that is illegible or contains insufficient
       information to identify the claimant;

   (3) any ballot cast by a person or entity that does not hold a
       claim in a class that is entitled to vote on the Plan;

   (4) any duplicate ballot will be counted once;

   (5) any ballot submitted by facsimile or other electronic
       transmission; or

   (6) any unsigned ballot, including any ballot without an
       original signature.

These procedures will help avoid uncertainty and provide guidance
to the Voting Agent and ensure consistent results, Mr. Leitch
says.

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: Executive Vice President Bruce Ashby Resigns
--------------------------------------------------------
US Airways (OTC Bulletin Board: UAIRQ) disclosed that Bruce Ashby,
its executive vice president-marketing and planning, will be
resigning from the company later this month to accept a position
as chief executive officer of IndiGo.

IndiGo is a start-up low-cost airline that will be based in India
and will focus on the domestic inter-India aviation market.

Mr. Ashby has been with US Airways for over nine years, and has
held a series of senior management positions in finance, planning,
operations, corporate development, and marketing.  He currently
has responsibility for US Airways marketing, planning, alliances
and US Airways Express.  His duties will be split amongst the
existing US Airways management team as they begin planning for the
merger and integration process with America West (NYSE: AWA).

US Airways disclosed its intention to merge with America West on
May 19, 2005, and its plan to complete the merger by late
September or early October of this year remains on track, having
already cleared initial regulatory and bankruptcy court reviews.

"Bruce Ashby has been personally responsible for many of US
Airways' accomplishments.  He is a brilliant individual and has
played a pivotal role in our reorganization, and the financial
backers of IndiGo clearly recognize his many talents," said Bruce
Lakefield, US Airways president and chief executive officer.  "We
wish him the absolute best in his new endeavor."

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.


VARTEC TELECOM: Asks Court to Extend Exclusive Periods   
------------------------------------------------------
VarTec Telecom Inc. and its debtor-affiliates ask the Honorable
Steven A. Felsenthal of the U.S. Bankruptcy Court for the Northern
District of Texas to extend the time within which they have the
exclusive right to file a plan of reorganization.

The Debtors want their exclusive plan filing period extended to
October 3, 2005.  They also ask the Court to extend their
exclusive period to solicit plan acceptances to December 1, 2005.

The Debtors will use the extension period to finalize ongoing
negotiations for a global settlement of claims asserted by
independent representatives and complete the sale of some of its
assets.   

Vartec's assets are up for auction on July 25, 2005.  Leucadia
National Corporation has offered $61.5 million.  The Debtors
anticipate securing Federal Communications Commission approval of
the sale by October 1, 2005.

Once the sale process is completed, the Debtors will have the
information and time needed to analyze the likely distribution to
their unsecured creditors and formulate a plan of reorganization.

The Debtors assure the Court that the extension will not prejudice
its creditors and other parties-in-interest in this chapter 11
case.

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: Modifies Kane Russell's Retention Terms
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
allowed Vartec Telecom Inc. and its debtor-affiliates to modify
the employment terms of their special counsel, Kane, Russell,
Coleman & Logan, PC.

The Debtors hired Kane Russell on November 19, 2004, as special
counsel to provide advise on bankruptcy issues that might arise in
connection with litigation involving SBC Communications, Inc.  

SBC filed suit against VarTec Telecom, Inc. and several other
entities in the United States District Court for the Eastern
District of Missouri, Eastern Division, in September 2004.  In
that lawsuit, SBC alleged that VarTec failed to pay legally
required charges for use of SBC's local network facilities to
complete long-distance calls.

Kane Russell's expanded retention contract will include
representation in:

     a) all matters arising in or related to these bankruptcy
        cases that involve SBC entities, including matters
        related to contract and lease assumption and rejection
        matters, and the negotiation of new or modified agreements
        between Debtors and SBC; and

     b) matters relating to the Master Lease Agreement between
        VarTec Telecom, Inc. and General Electric Capital
        Corporation.

Kane Russell's original retention agreement stipulated these
hourly rates for its professionals:

       Professionals                     Hourly Rates
       -------------                     ------------
       Partners & Associates             $200 - $400
       Paraprofessionals                   50 -  125

To the best of the Debtors' knowledge, Kane Russell is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

                   About Kane Russell

Kane, Russell, Coleman & Logan, P.C. offers a full range of legal
services primarily in the areas of corporate, real estate, tax,
telecommunications, stadium development and financing, bankruptcy
and litigation. The firm was formed on January 2, 1992 and is
currently comprised of thirty-nine attorneys.

The firm bases its practice on combining the experience and
sophistication of a large law firm with the responsiveness and
economic efficiency of a mid-sized law firm to provide the highest
quality legal services in an efficient, responsive manner.  It is
this combination of large law firm sophistication with mid-sized
cost-effectiveness and responsiveness that distinguishes Kane,
Russell, Coleman & Logan, P.C. from other law firms.

                  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.


WILLIAM CARTER: Parent Completes $312MM OshKosh B'Gosh Acquisition
------------------------------------------------------------------
Carter's, Inc. (NYSE: CRI), the parent company of The William
Carter Company, completed the acquisition of OshKosh B'Gosh, Inc.  
Under the final terms of the transaction, originally announced on
May 10, 2005, a subsidiary of Carter's purchased 100 percent of
the common stock of OshKosh B'Gosh for approximately $312 million,
which includes payment for vested stock options.

"We are excited to bring together two of America's most trusted
children's apparel brands," said Fred Rowan, Carter's Chairman and
CEO.  "We are eager to realize the tremendous potential of the
Carter's and OshKosh brands.  By leveraging our proven brand
management and supply chain skills, we believe we can create
significant, long-term value for Carter's shareholders, customers,
and consumers."

Financing for the acquisition was provided by borrowings under
TWCC's new credit facility consisting of:

     (i) a term loan facility of $500 million and

    (ii) a committed revolving credit facility in an aggregate
         principal amount of up to $125 million for working
         capital and general corporate purposes and for the
         issuance of letters of credit.

Berkshire Partners LLC, a Boston-based private equity firm who has
been a significant investor in Carter's since 2001, Banc of
America Securities LLC, and Credit Suisse First Boston served as
financial advisors to Carter's on the transaction.  Ropes & Gray
LLP served as legal advisor to Carter's on the transaction.

OshKosh B'Gosh -- http://www.oshkoshbgosh.com/-- is a premier  
global marketer of quality children's apparel and accessories.
OshKosh B'Gosh products are available in over 50 countries around
the world. The brand is sold through department and national chain
stores as well through more than 170 OshKosh B'Gosh-operated
retail stores.  OshKosh B'Gosh also markets Genuine Kids from
OshKosh, at Target.  OshKosh B'Gosh is headquartered in Oshkosh,
Wisconsin.

Carter's Inc. -- http://www.carters.com/-- is the nation's  
largest branded marketer of children's apparel for ages newborn to
six years old.  The Carter's brand is sold through over 4,000
department and national chain stores and through more than 180
Carter's- operated retail stores. Carter's Child of Mine and Just
One Year brands are available at Wal-Mart and Target,
respectively.  Carter's is headquartered in Atlanta, Georgia.

The William Carter Company markets baby and toddler apparel.

                        *     *     *

The William Carter Co.'s 10.875% Series B Senior Subordinated
Notes due 2011 carry Moody's Investors Service's B3 rating and
Standard & Poor's B+ rating.


WILLIAM CARTER: Pays $132.9 Million in Cash Tender Offer
--------------------------------------------------------
The William Carter Company disclosed the expiration of its
previously announced cash tender offer and consent solicitation
for its outstanding 10.875% Senior Subordinated Notes due 2011,
paying approximately $132.9 million of total consideration for the
Notes including a redemption premium of approximately $14 million
and accrued and unpaid interest.  

A total of $113.75 million in aggregate principal amount of the
Notes (100% of the outstanding Notes) was tendered prior to the
expiration date of 9:00 a.m., New York City time, July 14, 2005.  
The amendments to the indenture governing the Notes that were
proposed by TWCC in connection with the tender offer, which
eliminate substantially all of the restrictive covenants and
certain events of default contained in the indenture governing the
Notes, were approved by written consent of the tendering holders
of the Notes and became operative today upon TWCC's acceptance of
the tendered Notes for purchase.

                   New Credit Facility Financing

Financing for the tender offer and consent solicitation, was
provided by borrowings under TWCC's new credit facility consisting
of:

     (i) a term loan facility of $500 million and

    (ii) a committed revolving credit facility in an aggregate
         principal amount of up to $125 million for working
         capital and general corporate purposes and for the
         issuance of letters of credit.

Berkshire Partners LLC, a Boston-based private equity firm who has
been a significant investor in Carter's since 2001, Banc of
America Securities LLC, and Credit Suisse First Boston served as
financial advisors to Carter's on the transaction. Ropes & Gray
LLP served as legal advisor to Carter's on the transaction.

OshKosh B'Gosh -- http://www.oshkoshbgosh.com/-- is a premier  
global marketer of quality children's apparel and accessories.
OshKosh B'Gosh products are available in over 50 countries around
the world. The brand is sold through department and national chain
stores as well through more than 170 OshKosh B'Gosh-operated
retail stores.  OshKosh B'Gosh also markets Genuine Kids from
OshKosh, at Target.  OshKosh B'Gosh is headquartered in Oshkosh,
Wisconsin.

Carter's Inc. -- http://www.carters.com/-- is the nation's  
largest branded marketer of children's apparel for ages newborn to
six years old.  The Carter's brand is sold through over 4,000
department and national chain stores and through more than 180
Carter's- operated retail stores. Carter's Child of Mine and Just
One Year brands are available at Wal-Mart and Target,
respectively.  Carter's is headquartered in Atlanta, Georgia.

The William Carter Company markets baby and toddler apparel.

                        *     *     *

The William Carter Co.'s 10.875% Series B Senior Subordinated
Notes due 2011 carry Moody's Investors Service's B3 rating and
Standard & Poor's B+ rating.


WINN-DIXIE: Committee Wants Until Aug. 25 to Challenge DIP Liens
----------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Southern
District of New York entered a Final Order authorizing the
Debtors to enter into the DIP Credit Facility.

The Final Order provides in pertinent part that:

    The Committee or Trustee, as referred to above, shall have
    seventy-five (75) calendar days from the date of appointment
    of counsel for the Committee within which to commence an
    adversary proceeding (collectively, a "Pre-Petition Lien/Claim
    Challenge") with respect to the Pre-Petition Lender's claims
    in respect of the Pre-Petition Lender Debt or security
    interest in the Pre-Petition Lender Collateral, or any other
    claims or causes of action against the Pre-Petition Lender
    relating to the Pre-Petition Loan Documents.

The Committee retained Milbank, Tweed, Hadley & McCloy, LLP, as
its counsel in Winn-Dixie Stores, Inc., and its debtor-affiliates'
Chapter 11 cases, and 75 calendar days from the date of the Order
of its appointment was June 26, 2005.  Therefore, pursuant to Rule
9006(a) of the Federal Rules of Bankruptcy Procedure, the deadline
to commence a Prepetition Lien/Claim Challenge was June 27, 2005.

On May 3, 2005, due to the venue transfer of the Debtors' Chapter
11 cases, the Committee sought to retain Florida-based law firm
Akerman Senterfitt as its local co-counsel.  The Court permitted
the Committee to retain Akerman on June 13, 2005.

Accordingly, the Committee asks the Court to enlarge the deadline
within which to commence a Prepetition Lien/Claim Challenge to
and including August 25, 2005.

The Committee would utilize Akerman, its local co-counsel, to
review the Prepetition Lender Debt as set forth in the Final DIP
Order.  The Committee and Milbank determined that Akerman is
qualified to perform the review, and has sufficient resources and
experience to accomplish the review effectively.  Most
importantly, the Committee and the Debtors' estates would save
money due to the generally lower rate structure of Akerman's
professionals.

Milbank will not start the review of the Prepetition Lender Debt
pending approval of the retention of Akerman to avoid any
duplication of services.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest  
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Landlord Argues Lease Buyout Pact Can't Be Rejected
---------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject a Lease Buyout Agreement, dated as of July 8, 2004, with
Frankford Dallas, LLC, as of July 14, 2005.  

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, tells Judge Funk that Store No. 2409 is
not essential to the Debtors' ongoing operations, and rejecting
the Lease Buyout Agreement, assuming it's even enforceable, will
save the Debtors' estates $60,416 per month.

"By rejecting the Contract," Ms. Jackson says, "the Debtors will
avoid unnecessary expense and burdensome obligations that provide
no tangible benefit to [their] estates or creditors."

                         Frankford Responds

Frankford does not believe that the Lease Buyout Agreement is
executory because the only remaining material unperformed
obligation under the Agreement is the Debtors' obligation to make
payments.

Frankford does not oppose the rejection only to the extent the
Agreement is executory, with determination to be made, if
necessary, at a later date.  Frankford and the Debtors are
discussing the resolution of this issue.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest  
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WORLDCOM INC: Court Denies Move to Expunge Litigants' $690M Claims
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
September 20, 2004, Worldcom, Inc. and its debtor-affiliates asked
the United States Bankruptcy Court for the Southern District of
New York to disallow and expunge Claim Nos. 17111, 17112, 22573,
22574, 24817, 24818 and 24819 filed by Abbott Litigants against
WorldCom for $690 million.

The Claims are predicated on a state court action commenced by the
Abbott Litigants before the Superior Court of California on
May 29, 2001, which was amended on June 21, 2001, against:

   (1) a dozen officers of World Access, Inc.;

   (2) 100 "John Does";

   (3) MCI WorldCom, Inc.; and

   (4) WorldCom Chief Executive Officer Bernard Ebbers,
       Controller David Myers, and Chief Financial Officer Scott
       Sullivan

The Abbott Litigants are:

   (1) Roger B. Abbott;
   (2) Atocha, LP;
   (3) Gold & Appel Transfer, S.A.;
   (4) Edward Heimrich;
   (5) William S. Miller III, individually and as trustee;
   (6) Joanne T. Miller, individually and as a trustee; and
   (7) Edward Soren

The Abbott Litigants seek to recover from WorldCom damages arising
out of the merger of WorldxChange, Inc., a company formerly owned
by Mr. Abbott, and World Access, Inc., a telecommunications
company, which filed a Chapter 11 petition in 2001 before the U.S.
Bankruptcy Court for the Northern District of Illinois.  WorldCom
owned 6.7% of World Access' stock before World Access' bankruptcy.

The Abbott Litigants allege that the State Action Defendants
participated in an allegedly fraudulent scheme to induce
WorldxChange to merge with World Access by misrepresenting World
Access' financial ties to WorldCom.  WorldCom allegedly entered
into a sham transaction to purchase services from World Access,
thereby bolstering World Access' financial position making its
stock a more valuable currency for use in acquiring other
companies like WorldxChange.  The Abbott Litigants allege that a
Carrier Service Agreement entered into by a company later acquired
by World Access and WorldCom in 1998 was the instrument of the
purported fraud.

*   *   *

Judge Gonzalez denies the Debtors' request for reasons stated in
open court.

The Court finds that further discovery is necessary and lifts the
stay on discovery.  The Court sets a status hearing for the matter
for October 18, 2005.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 95; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Wants Summary Judgment on 121 Opt-Out Claims
----------------------------------------------------------
Angela G. Hepner, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, relates that 121 individuals filed claims for
$5,000 each and asserted as basis of the claim "litigation for
excess fees".

The Claimants filed Claim Nos. 20301-20311, 20313-20357, 20359,
20361-20366, 20368-20379, 20381, 20383-20384, 20389-20393, 20395-
20404, 20407-20425, 20767-20774, and 20995.

Some or all of the Claimants opted out of a prepetition settlement
of a class action in which it was alleged that MCI subscribers
were charged non-subscriber rates when they accessed MCI's network
to place long distance calls.

The Claimants attached to their proofs of claim the first page of
seven separate complaints filed in the Circuit Court of Noxubee
County, Mississippi, in July 2002.  The Noxubee County Complaints
alleged that MCI, Inc., misrepresented facts pertaining to the
Claimants' long distance telephone service.  The allegations
rested on the assertion that MCI charged the Claimants non-
subscriber rates and surcharges even though the Claimants were
MCI subscribers.

Upon investigation of the Claimants' telephone numbers provided by
the Claimants' counsel, the Reorganized WorldCom, Inc. and its
debtor-affiliates found out that they did not charge any of 121
Claimants non-subscriber rates or surcharges.

Accordingly, the Reorganized Debtors ask the U.S. Bankruptcy Court
for the Southern District of New York to grant them summary
judgment and disallow the claims filed by the 121
Claimants.

Ms. Hepner argues that summary judgment is appropriate on the
Claimants' claims because the Claimants cannot demonstrate that
they suffered any injury.  Regardless of the theory that the
Claimants rely upon for relief, the Claimants must show a
"proximate injury" or that they suffered damages.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 95; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YUKOS OIL: Moscow Court Suspends Yugansk's Compensation Lawsuit
---------------------------------------------------------------
The Moscow Arbitration Court has suspended proceedings of the
compensation suit brought by Yuganskneftegas against its former
parent Yukos Oil Company, according to Kommersant.

Yukos asked for the suspension, citing that the pending appeals
filed by Yuganskneftegas regarding the recovery of back taxes
haven't been resolved.

Yuganskneftegas is demanding RUB141.17 billion in compensation for
losses sustained while Yukos battled tax claims that resulted to
the unit being auctioned in December 2004.

Yuganskneftegas previously sought to recover RUB62.4 billion for
crude delivered in 2004 that was not paid by Yukos.  Early in May
2005, the Moscow Court sustained the lawsuit.  Yuganskneftegas
claimed victory in the Tyumen Region weeks ago when the
Arbitration Court upheld its case versus Yukos' Energotrade to
collect more than RUB6 billion in settlement for crude delivered
in 2004.

Yuganskneftegas has brought lawsuits against Yukos asserting $13
billion in damages.

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: Oil Production Drops to 13 Million Tons
--------------------------------------------------
AK&M Information Agency reports that Yukos Oil Company's oil
production decreased for the first half of the 2005, producing
only 13.464 million tons against 42.511 million tons for the same
period last year.  Yukos produced only 1.914 million tons of oil
in June 2005 alone, compared to 7.065 million tons a year ago.  
Yukos also booked a big drop in first-half oil export via the
Transneft system, delivering only 678,000 tons this year against
18.042 million tons in 2004.

Yukos' first quarter revenues plunged to RUB665,000,000 this year,
from RUB1,450,000,000 last year.  Yukos' first-quarter net debt
swelled from RUB57.5 billion to RUB299.02 billion.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000
in total assets and $30,790,000,000 in total debts.  On
Feb. 24, 2005, Judge Letitia Z. Clark dismissed the Chapter 11
case.  (Yukos Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* LeBoeuf Lamb Adds Timothy Moran & Vanessa Wilson in Washington
----------------------------------------------------------------
The international law firm of LeBoeuf, Lamb, Greene & MacRae LLP
announced that Timothy Moran and Vanessa Richelle Wilson have
joined the Firm as a partner and a senior counsel, respectively,
in the corporate department of the Washington, DC office.

"We are pleased to expand our project finance and corporate
practice capabilities with these additions," said the Firm's
Chairman, Steven H. Davis.  "LeBoeuf Lamb is a preeminent legal
service provider to the energy industry, which has historically
been one of our core strengths."

"Our project finance group works in collaboration with the global
network of attorneys at LeBoeuf Lamb to serve developers in Latin
America, Europe, the U.S. and Africa," said Joseph A. Tato, head
of the project finance practice group.  "We welcome Tim and
Vanessa to the Firm."

Both Mr. Moran and Ms. Wilson are joining LeBoeuf Lamb from
Winston & Strawn.  They specialize in energy project finance and
acquisitions, both domestic and international.  Mr. Moran and Ms.
Wilson have represented sponsors in the development, financing and
acquisition of gas-fired power plants and wind and other renewable
power facilities as well as gas storage facilities, gas pipelines
and other energy projects.  They also regularly represent lenders
in connection with loans for the construction or acquisition of
such energy projects and 144a offerings relating to the energy
sector.

A former partner in that firm's Washington office, Mr. Moran has
represented The AES Corporation, Calyon, The CIT Group, Sempra,
Prudential and WestLB.  He has worked in the energy sector for
more than ten years and has particular expertise in structuring
complex financings.  Mr. Moran is a graduate of the University of
Virginia and the University of Virginia School of Law.

Ms. Wilson became a partner at Winston & Strawn in 2004. Her
clients have included Calyon, InterGen North America, WestLB, The
CIT Group, KBC Bank and The AES Corporation.  She has spent
significant time representing clients in the development and
evaluation of energy projects with a special emphasis on fuel-
related matters.  Ms. Wilson is a graduate of Tulane University
School of Law.

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 insurance/financial
services and energy and utilities industries, the Firm has built
upon these strengths to gain prominence in litigation, corporate,
bankruptcy, taxation, environmental, real estate and
technology/intellectual property practices.


* BOND PRICING: For the week of July 11 - July 15, 2005
-------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AAIPharma Inc.                        11.000%  04/01/10    75
ABC Rail Product                      10.500%  01/15/04     0
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     5
Adelphia Comm.                         6.000%  02/15/06     5
Allegiance Tel.                       11.750%  02/15/08    30
Allegiance Tel.                       12.875%  05/15/08     1
Allied Holdings                        8.625%  10/01/07    47
Amer. Color Graph.                    10.000%  06/15/10    71
Amer. Plumbing                        11.625%  10/15/08    16
Amer. Restaurant                      11.500%  11/01/06    64
Amer. Tissue Inc.                     12.500%  07/15/06     2
American Airline                       7.377%  05/23/19    71
American Airline                       7.379%  05/23/16    70
American Airline                      10.180%  01/02/13    72
AMR Corp.                              9.200%  01/30/12    70
AMR Corp.                              9.750%  08/15/21    67
AMR Corp.                              9.800%  10/01/21    65
AMR Corp.                              9.820%  10/25/11    73
AMR Corp.                              9.880%  06/15/20    61
AMR Corp.                             10.000%  04/15/21    72
AMR Corp.                             10.200%  03/15/20    67
AMR Corp.                             10.400%  03/15/11    62
AMR Corp.                             10.550%  03/12/21    72
Anchor Glass                          11.000%  02/15/13    72
Antigenics                             5.250%  02/01/25    60
Anvil Knitwear                        10.875%  03/15/07    58
AP Holdings Inc.                      11.250%  03/15/08    15
Apple South Inc.                       9.750%  06/01/06    10
Archibald Candy                       10.000%  11/01/07     2
Armstrong World                        6.500%  08/15/05    75
Asarco Inc.                            8.500%  05/01/25    71
AT Home Corp.                          0.525%  12/28/18     7
AT Home Corp.                          4.750%  12/15/06    32
ATA Holdings                          12.125%  06/15/10    18
ATA Holdings                          13.000%  02/01/09    21
Atlantic Coast                         6.000%  02/15/34    15
Atlas Air Inc.                         8.770%  01/02/11    57
Atlas Air Inc.                         9.702%  01/02/08    61
Autocam Corp.                         10.875%  06/15/14    64
B&G Foods Hldg.                       12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99    10
Bank New England                       9.500%  02/15/96     9
BBN Corp.                              6.000%  04/01/12     0
Burlington North                       3.200%  01/01/45    62
Burlington Inds.                       7.250%  08/01/27     4
Calpine Corp.                          4.750%  11/15/23    67
Calpine Corp.                          7.750%  04/15/09    66
Calpine Corp.                          7.875%  04/01/08    67
Calpine Corp.                          8.500%  02/15/11    67
Calpine Corp.                          8.625%  08/15/10    66
Cendant Corp.                          4.890%  08/17/06    50
Charter Comm Hld.                     10.000%  05/15/11    75
Charter Comm Inc.                      5.875%  11/16/09    73
Ciphergen                              4.500%  09/01/08    72
Coeur D'Alene                          1.250%  01/15/24    75
Collins & Aikman                      10.750%  12/31/11    27
Comcast Corp.                          2.000%  10/15/29    43
Cons Container                        10.125%  07/15/09    74
Covad Communication                    3.000%  03/15/24    70
Covant-Call 07/05                      7.500%  03/15/12    69
Cray Research                          6.125%  02/01/11    43
Delta Air Lines                        2.875%  02/18/24    32
Delta Air Lines                        7.299%  09/18/06    52
Delta Air Lines                        7.711%  09/18/11    53
Delta Air Lines                        7.779%  01/02/12    52
Delta Air Lines                        7.900%  12/15/09    34
Delta Air Lines                        7.920%  11/18/10    57
Delta Air Lines                        8.000%  06/03/23    34
Delta Air Lines                        8.300%  12/15/29    26
Delta Air Lines                        8.540%  01/02/07    61
Delta Air Lines                        8.540%  01/02/07    63
Delta Air Lines                        8.540%  01/02/07    33
Delta Air Lines                        9.000%  05/15/16    28
Delta Air Lines                        9.200%  09/23/14    31
Delta Air Lines                        9.250%  03/15/22    29
Delta Air Lines                        9.300%  01/02/11    32
Delta Air Lines                        9.320%  01/02/09    42
Delta Air Lines                        9.375%  09/11/07    56
Delta Air Lines                        9.480%  06/05/06    66
Delta Air Lines                        9.750%  05/15/21    27
Delta Air Lines                        9.875%  04/30/08    69
Delta Air Lines                       10.000%  08/15/08    38
Delta Air Lines                       10.000%  12/05/14    35
Delta Air Lines                       10.125%  05/15/10    39
Delta Air Lines                       10.140%  08/26/12    47
Delta Air Lines                       10.375%  02/01/11    37
Delta Air Lines                       10.375%  12/15/22    27
Delta Air Lines                       10.430%  01/02/11    53
Delta Air Lines                       10.500%  04/30/16    45
Delta Air Lines                       10.790%  09/26/13    36
Delta Air Lines                       10.790%  09/26/13    37
Delta Air Lines                       10.790%  03/26/14    26
Delphi Auto System                     7.125%  05/01/29    74
Delphi Trust II                        6.197%  11/15/33    55
Diva Systems                          12.625%  03/01/08     0
Dura Operating                         9.000%  05/01/09    70
Dura Operating                         9.000%  05/01/09    73
DVI Inc.                               9.875%  02/01/04     8
Dyersburg Corp.                        9.750%  09/01/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    72
Eagle Food Center                     11.000%  04/15/05     0
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     3
Evergreen Intl. Avi.                  12.000%  05/15/10    72
Exodus Comm. Inc.                      5.250%  02/15/08     0
Fedders North Am.                      9.875%  03/01/14    68
Federal-Mogul Co.                      7.375%  01/15/06    26
Federal-Mogul Co.                      7.500%  01/15/09    27
Federal-Mogul Co.                      8.160%  03/06/03    24
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.800%  04/15/07    25
Fibermark Inc.                        10.750%  04/15/11    61
Finisar Corp.                          5.250%  10/15/08    74
Finova Group                           7.500%  11/15/09    44
Firstworld Comm                       13.000%  04/15/08     0
Foamex L.P.                            9.875%  06/15/07    28
Foamex L.P.                           13.500%  06/15/07    46
GMAC                                   5.900%  01/15/19    74
GMAC                                   5.900%  01/15/19    74
GMAC                                   5.900%  02/15/19    74
GMAC                                   6.000%  02/15/19    74
GMAC                                   6.000%  03/15/19    75
GMAC                                   6.000%  04/15/19    74
GMAC                                   6.000%  09/15/19    74
GMAC                                   6.000%  09/15/19    74
GMAC                                   6.050%  10/15/19    75
GMAC                                   6.100%  09/15/19    74
GMAC                                   6.125%  10/15/19    74
GMAC                                   6.150%  10/15/19    73
GMAC                                   6.250%  07/15/19    73
Golden Books Pub                      10.750%  12/31/04     0
Graftech Int'l                         1.625%  01/15/24    68
Graftech Int'l                         1.625%  01/15/24    68
Gulf States STL                       13.500%  04/15/03     0
Home Interiors                        10.125%  06/01/08    55
Holt Group                             9.750%  01/15/06     0
Icos Corp.                             2.000%  07/01/23    74
Impsat Fiber                           6.000%  03/15/11    70
Inland Fiber                           9.625%  11/15/07    47
Interep Natl. Rad                     10.000%  07/01/08    75
Intermet Corp.                         9.750%  06/15/09    44
Iridium LLC/CAP                       10.875%  07/15/05    17
Iridium LLC/CAP                       11.250%  07/15/05    17
Iridium LLC/CAP                       13.000%  07/15/05    17
Iridium LLC/CAP                       14.000%  07/15/05    17
Jordan Industries                     10.375%  08/01/07    50
Kaiser Aluminum & Chem.               12.750%  02/01/03     4
Kellstorm Inds                         5.750%  10/15/02     0
Kmart Corp.                            6.000%  01/01/08    12
Kmart Corp.                            8.990%  07/05/10    71
Kmart Corp.                            9.350%  01/02/20    26
Level 3 Comm. Inc.                     2.875%  07/15/10    54
Level 3 Comm. Inc.                     5.250%  12/15/11    72
Level 3 Comm. Inc.                     5.250%  12/15/11    75
Level 3 Comm. Inc.                     6.000%  09/15/09    56
Level 3 Comm. Inc.                     6.000%  03/15/10    53
Liberty Media                          3.750%  02/15/30    58
Liberty Media                          4.000%  11/15/29    61
Lukens Inc.                            7.625%  08/01/04     0
Metaldyne Corp.                       11.000%  06/15/12    69
Motels of Amer.                       12.000%  04/15/04    35
Muzak LLC                              9.875%  03/15/09    45
MSX Intl. Inc.                        11.375%  01/15/08    64
Natl Steel Corp.                       8.375%  08/01/06     3
Natl Steel Corp.                       9.875%  03/01/09     1
New World Pasta                        9.250%  02/15/09     8
Nexprise Inc.                          6.000%  04/01/07     0
North Atl. Trading                     9.250%  03/15/09    45
Northern Pacific Railway               3.000%  01/01/47    60
Northwest Airlines                     7.248%  01/02/12    51
Northwest Airlines                     7.360%  02/01/20    55
Northwest Airlines                     7.626%  04/01/10    72
Northwest Airlines                     7.691%  04/01/17    71
Northwest Airlines                     7.875%  03/15/08    42
Northwest Airlines                     8.070%  01/02/15    47
Northwest Airlines                     8.130%  02/01/14    52
Northwest Airlines                     8.700%  03/15/07    47
Northwest Airlines                     8.875%  06/01/06    65
Northwest Airlines                     8.970%  01/02/15    62
Northwest Airlines                     9.875%  03/15/07    49
Northwest Airlines                    10.000%  02/01/09    43
Northwest Airlines                    10.500%  04/01/09    50
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                              9.360%  03/10/06    75
NWA Trust                             11.300%  12/21/12    67
Oakwood Homes                          7.875%  03/01/04    16
Oakwood Homes                          8.125%  03/01/09    20
O'Sullivan Ind.                       13.375%  10/15/09    34
Orion Network                         11.250%  01/15/07    54
Outboard Marine                        9.125%  04/15/17     0
Owens Corning                          7.000%  03/15/09    74
Owens Corning                          7.500%  05/01/05    75
Owens Corning                          7.500%  08/01/18    74
Owens Corning                          7.700%  05/01/08    68
Owens-Crng Fiber                       8.875%  06/01/02    71
Pegasus Satellite                      9.750%  12/01/06    54
Pegasus Satellite                     12.375%  08/01/06    54
Pegasus Satellite                     12.500%  08/01/07    54
Pen Holdings Inc.                      9.875%  06/15/08    60
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packaging                      8.250%  02/01/12    73
Primedex Health                       11.500%  06/30/08    46
Primus Telecom                         3.750%  09/15/10    24
Primus Telecom                         5.750%  02/15/07    34
Primus Telecom                         8.000%  01/15/14    53
Primus Telecom                        12.750%  10/15/09    38
Radnor Holdings                       11.000%  03/15/10    69
Realco Inc.                            9.500%  12/15/07    44
Reliance Group Holdings                9.000%  11/15/00    24
Reliance Group Holdings                9.750%  11/15/03     2
RJ Tower Corp.                        12.000%  06/01/13    69
Salton Inc.                           10.750%  12/15/05    67
Salton Inc.                           12.250%  04/15/08    43
Silicon Graphics                       6.500%  06/01/09    58
Solectron Corp.                        0.500%  02/15/34    70
Specialty Paperb.                      9.375%  10/15/06    69
Tekni-Plex Inc.                       12.750%  06/15/10    72
Teligent Inc.                         11.500%  03/01/08     1
Tom's Foods Inc.                      10.500%  11/01/04    71
Tower Automotive                       5.750%  05/15/24    21
Trans Mfg Oper                        11.250%  05/01/09    56
Triton PCS Inc.                        8.750%  11/15/11    70
Triton PCS Inc.                        9.375%  02/01/11    71
Tropical SportsW                      11.000%  06/15/08    40
Twin Labs Inc.                        10.250%  05/15/06    14
United Air Lines                       6.831%  09/01/08    43
United Air Lines                       6.932%  09/01/11    65
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.762%  10/01/05    23
United Air Lines                       7.811%  10/01/09    60
United Air Lines                       8.030%  07/01/11    37
United Air Lines                       8.390%  01/21/11    54
United Air Lines                       8.700%  10/07/08    50
United Air Lines                       9.000%  12/15/03    14
United Air Lines                       9.020%  04/19/12    36
United Air Lines                       9.060%  09/26/14    45
United Air Lines                       9.125%  01/15/12    12
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.210%  01/21/17    53
United Air Lines                       9.300%  03/22/08    35
United Air Lines                       9.350%  04/07/16    51
United Air Lines                       9.560%  10/19/18    41
United Air Lines                       9.750%  08/15/21    15
United Air Lines                      10.110%  01/05/06    44
United Air Lines                      10.110%  02/19/06    44
United Air Lines                      10.125%  03/22/15    47
United Air Lines                      10.250%  07/15/21    15
United Air Lines                      10.670%  05/01/04    14
United Air Lines                      11.210%  05/01/14    14
Univ. Health Services                  0.426%  06/23/20    66
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.250%  01/15/07     2
US Air Inc.                           10.300%  01/15/08    15
US Air Inc.                           10.300%  07/15/08    15
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.610%  06/27/07     2
US Air Inc.                           10.900%  01/01/08     2
US Airways Pass                        6.820%  01/30/14    44
Utstarcom                              0.875%  03/01/08    75
Venture Hldgs                          9.500%  07/01/05     0
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    65
Werner Holdings                       10.000%  11/15/07    69
Westpoint Steven                       7.875%  06/15/08     0
Wheeling-Pitt St.                      5.000%  08/01/11    65
Wheeling-Pitt St.                      6.000%  08/01/10    65
Winn-Dixie Store                       8.875%  04/01/08    74
Winsloew Furniture                    12.750%  08/15/07    28
World Access Inc.                     13.250%  01/15/08     6
Xerox Corp.                            0.570%  04/21/18    30

                          *********

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 ***