TCR_Public/050719.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, July 19, 2005, Vol. 9, No. 169     

                          Headlines

A NOVO: Trustee Has Until July 31 to Object to Proofs of Claim
ABLE LABORATORIES: Files for Chapter 11 Protection in New Jersey
ABLE LABORATORIES: Case Summary & 20 Largest Unsecured Creditors
ACE SECURITIES: Moody's Rates Class B-1 Sub. Certificate at Ba2
ACTUANT CORP: Files $900 Million Shelf Registration Statement

ACTUANT CORP: Will Restate Financials to Reflect New Acctg. Rule
AMF BOWLING: Moody's Junks $150 Million Senior Sub. Notes' Rating
ANDROSCOGGIN ENERGY: Wants More Time to File Chapter 11 Plan
ANDROSCOGGIN ENERGY: TransCanada & Portland Want Rule 2004 Probe
ARCHIBALD CANDY: Alexander Knopfler Appointed as Chapter 7 Trustee

ARCHIBALD CANDY: Creditors' Meeting Slated for Aug. 9
ARIAS ACQUISITIONS: S&P Rates $200 Million Senior Loan at B+
ASIA GLOBAL: Court Grants 360Networks' Cross-Motion on $100M Claim
AUDIO DESIGNS: Case Summary & 20 Largest Unsecured Creditors
AWREY BAKERIES: Auction for Sale of All Assets Set for Tomorrow

CABLEVISION SYSTEMS: Pays 6 Executives $9.5 Mil. for 2002 Bonuses
COLLINS & AIKMAN: Obtains Group Wide U.K. Administration Order
COLLINS & AIKMAN: WL Ross to Finance U.K. Affiliates in Admin.
COLLINS & AIKMAN: Panel Wants to Prosecute Fraudulent Transfers
CORUS ENTERTAINMENT: Earns $19.4 Million of Net Income in 3rd Qtr.

CREDIT SUISSE: Moody's Rates Class C-B-4 Sub. Certificate at Ba2
DLJ COMMERCIAL: Fitch Holds Low-B Rating on 2 Certificate Classes
DPAC TECH: Posts $905,059 Net Loss in First Quarter 2005
ENRON CORP: Inks Pact Resolving Claims Related to Indian Mesa Sale
ENRON: Wants Court to Nix Teesside's Amended $21.8 Million Claim

EXIDE TECH: Gordon Ulsh Acquires 90 Shares of Common Stock
FEDERAL-MOGUL: Wants to Expand Scope of E&Y's Engagement
GENOA HEALTHCARE: S&P Junks Proposed $50 Million Sr. Secured Loan
GLASS GROUP: Hires Pepper Hamilton as Special Counsel
GLASS GROUP: Wants Plan Filing Period Extended Until Sept. 30

GRAMERCY REAL: Fitch Rates $49.5 Million Floating Rate Notes at BB
GRANT PRIDECO: Soliciting Consents to Amend 9% Senior Notes
GREEN TEA: Expected Losses Cue Fitch to Cut Ratings on 8 Classes
GSR MORTGAGE: S&P Lifts Low-B Ratings on Five Certificate Classes
HIT ENTERTAINMENT: S&P Junks Proposed $172 Mil. Sr. Sub. Notes

HUNTSMAN LLC: Moody's Affirms $665 Million Term Loan B's B1 Rating
INTERSTATE BAKERIES: Wants Stay Lifted to Permit Set-Off with IRS
INTERSTATE BAKERIES: Court Okays Pact Resolving Kemper's Claim
INTERSTATE BAKERIES: Taps Bundy as Equipment Broker
INTERMET CORP: Court Denies Request for Financing Commitment

IPSCO INC: Improved Financial Profile Cues S&P to Up Rating to BB+
KMART CORP: Schuldiner's $90M Claim Modified as Non-Priority Claim
KMART CORP: Cydcor Wants Litigation Claims Obj. Deadline Ended
LIFEPOINT HOSPITALS: Proposed Acquisitions Cue S&P's Neg. Watch
LONG BEACH: Fitch Assigns Low-B Ratings to 3 Certificate Classes

LUCILLE FARMS: Losses & Deficit Trigger Going Concern Doubt
LUCILLE FARMS: Lenders Waive Financial Covenant Defaults
MAULDIN-DORFMEIER: Committee Taps Thomas Armstrong as Counsel
MAYTAG CORP: Whirlpool Enters $2.3B Competing Bid in Merger Battle
MCDERMOTT INT'L: Subsidiary Offers to Buy $36.5 Mil. of Sr. Notes

MEDIA GROUP: Committee Wants to Examine Sonny Howard
METALFORMING TECH: Taps Proskauer Rose as Lead Bankruptcy Counsel
METALFORMING TECH: Wants to Hire Young Conaway as Local Counsel
METROMEDIA INT'L: Noteholders Agree to Waive Covenant Default
MIRANT CORP: Asks Court to Expunge Ercot's $4.37MM "Secured" Claim

MIRANT CORP: Wants Rule 2004 Order on Southern Co. Reaffirmed
NRG ENERGY: Extends Offer for 8% Senior Secured Notes to July 25
NATIONAL ENERGY: Wants to Clarify Plan Distribution Definition
NORTHWEST AIRLINES: Freezing Pension Plan & Funding 401(k) Plans
O'SULLIVAN INDUSTRIES: Payment Default Prompts S&P's D Rating

OZBURN-HESSEY: Moody's Rates Planned $180 Million Facilities at B2
OZBURN-HESSEY: S&P Rates $180 Million Credit Facility at B+
PARK PLACE: Moody's Rates Class M-10 Sub. Certificate at Ba1
PARMALAT USA: Court Okays AP Services' $1 Million Success Fee
PATRIOT CONTRACTING: Case Summary & 20 Largest Unsecured Creditors

PC LANDING: Court Approves First Amended Disclosure Statement
PILLOWTEX CORP: Duke Objects to Case Closing Due to Unpaid Claim
POLARIS NETWORKS: Names Keith Cocita as Responsible Individual
PORT TOWNSEND: Lenders Waive Reporting Deadline Until Friday
PROJECT GROUP: Files for Chapter 11 Protection in S.D. Texas

PROJECT GROUP: Case Summary & 20 Largest Unsecured Creditors
PROXIM CORP: Files Schedules of Assets & Liabilities
QUIGLEY COMPANY: Wants to Expand Future Claimants' Rep.'s Role
RAPID RECOVERY: Taps Dubin Donnelly to Complete 2004 Audit
REGIONAL DIAGNOSTICS: Court Okays 363 Sale & Bidding Procedures

RITE AID: Completes Redemption of Outstanding 11-1/4% Senior Notes
ROYAL GROUP: 2nd Quarter Sales Likely to Dip Below Expectations
S-TRAN HOLDINGS: Committee Taps Foley & Lardner as Co-Counsel
SAXON ASSET: Fitch Holds Junk Rating on 5 Securitization Classes
SIRVA INC: Selling SIRVA Logistics to NAL Worldwide for $11.9 Mil.

SPIEGEL INC: Revenue Department Submits Memorandum of Law
TECUMSEH PRODUCTS: Violates Debt Covenant Under 4.66% Sr. Notes
TEXAS PETROCHEMICAL: Trustee Wants To Extend Objection Deadline
TRINITY LEARNING: Completes $4.5 Mil. Instream Capital Financing
TRINSIC INC: Enters Into Debt-for-Equity Swap with 1818 Fund

TRUMP HOTELS: Wants Court to Nix Connectiv Power's $536,061 Claim
TRUMP HOTELS: Jessica Sydler Gets Court Nod to Lift Automatic Stay
UAL CORP: Inks Letter of Intent with U.S. Bank to Purchase Planes
UNITED REFINING: Earns $6.9 Million of Net Income in Third Quarter
US AIRWAYS: Wants to Employ Merrill Lynch as Dealer Manager

USGEN NEW ENGLAND: Iroquois Gas Holds $8.4M Allowed Unsec. Claim
W.R. GRACE: PD Committee Wants Plan Exclusivity Terminated
WCI STEEL: Names James Walsh Vice President for Operations
WESTERN FINANCIAL: Moody's Reviews Long-Term Deposits' Ba2 Rating
WINN-DIXIE: Judge Funk Denies Creation of Another Committee

WINN-DIXIE: Eight Landlords Want Proper Cure Amounts Reflected
WORLDCOM INC: Bernard Ebbers Gets 25-Year Sentence for Fraud
WORLDCOM INC: SEC Files Civil Fraud Action Against Bernard Ebbers
YUKOS OIL: Suspends China Office Due to Financing Problems
YUKOS OIL: Russia Asks Netherlands & Lithuania to Freeze Assets

* Sidley Austin Elects 11 Lawyers to Chicago Partnership

* Large Companies with Insolvent Balance Sheets

                          *********

A NOVO: Trustee Has Until July 31 to Object to Proofs of Claim
--------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware gave
Executive Sounding Board Associates, Inc. -- the Liquidating
Trustee appointed under the confirmed Amended Plan of Liquidation
of A Novo Broadband, Inc. -- a further extension, until July 31,
2005, to object to proofs of claim filed against the Debtor's
estate.

The Court confirmed the Debtor's Plan on Jan. 8, 2004, and the
Plan took effect on March 18, 2004.

Pursuant to the Plan, Executive Sounding was appointed as the
Liquidating Trustee to supervise the wind-down and dissolution of
the former Debtor as a corporate and business entity.  One of
Executive Sounding's tasks is to file and prosecute objections to
proofs of claim filed against the Debtor's estate.

Executive Sounding gave the Court three reasons in support of the
extension:

   a) it believes that certain additional claims remain on the
      register that will require an objection and there is a
      material risk that those claims will not be resolved without
      the extension;

   b) where the pool of assets available for distribution to
      creditors is somewhat though not entirely finite, it is very
      important that Executive Sounding retains the right to file
      objections to claims when negotiations with claimants fail;
      and

   c) it should not be forced to make distributions to improper or
      excessive claims just because of the passage of an arbitrary
      deadline chosen by the claimants or parties to those claims.

Headquartered in New Castle, Deaware, A Novo Broadband, Inc., was
engaged primarily in the repair and servicing of broadband
equipment for equipment manufacturers and operators of cable and
other broadband systems in North America.  The Company filed for
chapter 11 protection on December 18, 2002 (Bankr. Del. Case No.
02-13708).  Brendan Linehan Shannon, Esq., and M. Blake Cleary,
Esq., at Young, Conaway, Stargatt & Taylor, LLP represent the
Debtor.  When the Company filed for protection from its creditors,
it listed $12,356,533 in total assets and $10,577,977 in total
debts.  The Court confirmed the Debtor's chapter 11 Plan on    
Jan. 8, 2004, and the Plan took effect on March 18, 2004.
Executive Sounding Board Associates, Inc., is the Liquidating
Trustee for the Debtor's estate.  James E. Hugget, Esq., at
Harvey, Pennington Ltd., represents the Liquidating Trustee.


ABLE LABORATORIES: Files for Chapter 11 Protection in New Jersey
----------------------------------------------------------------
Able Laboratories, Inc. (Nasdaq: ABRX) filed a petition to
reorganize under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the District of New
Jersey, Trenton Division.

On May 23, 2005, the company disclosed that it had suspended
manufacturing operations and had recalled its product line due to
concerns about laboratory practices and compliance with standard
operating procedures.  The company's bankruptcy filing is intended
to assist the company to continue while it works with the U.S.
Food & Drug Administration to address inspectional observations,
improve the quality of its systems and controls and, subject to
FDA authorization, reintroduce products to the market.

As reported in the Troubled Company Reporter on July 11, 2005, the
Company disclosed that its president and interim chief executive
officer Robert G. Mauro, tendered his resignation from each of
these positions.

In conjunction with yesterday's filing, the company filed a
variety of "first day motions."  The court filings include
requests to retain a Chief Restructuring Officer and a Director of
Restructuring, as well as other professionals to support the
company's reorganization efforts.  During the restructuring
process, vendors, suppliers and other providers will be paid under
normal terms for goods and services provided after the filing
date.

The company currently is not generating income or revenue, because
of its suspension of manufacturing operations and product recalls.

Headquartered in Cranbury, New Jersey, Able Laboratories, Inc. --
http://www.ablelabs.com/-- develops and manufactures generic  
pharmaceutical products in tablet, capsule, liquid and suppository
dosage forms.  Generic drugs are the chemical and therapeutic
equivalents of brand name drugs.  The Company filed for chapter 11
protection on July 18, 2005 (Bankr. N.J. Case No. 05-33129).  
Deborah Piazza, Esq., at Cadwalader, Wickersham & Taft LLP, and
Mark C. Ellenberg, Esq., in Washington, D.C., represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $59.5 million in total
assets and $9.5 million in total debts.


ABLE LABORATORIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Able Laboratories, Inc.
        dba DynaGen, Inc.
        1 Able Drive
        Cranbury, New Jersey 08512

Bankruptcy Case No.: 05-33129

Type of Business: The Debtor develops and manufactures generic
                  pharmaceutical products in tablet, capsule,
                  liquid and suppository dosage forms.  
                  See http://www.ablelabs.com/

Chapter 11 Petition Date: July 18, 2005

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's General
Counsel:          Deborah Piazza, Esq.
                  Cadwalader, Wickersham & Taft LLP
                  One World Financial Center
                  New York, New York 10281
                  Tel: (212) 504-6000
                  Fax: (212) 504-6666

                        -- and --

                  Mark C. Ellenberg, Esq.
                  1201 F Street N.W., Suite 1100
                  Washington, DC 20004
                  Tel: (202) 862-2200
                  Fax: (202) 862-2400

Debtor's Local
Counsel:          Kenneth A. Rosen, Esq.
                  Sharon L. Levine, Esq.
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Roseland, New Jersey 07068
                  Tel: (973) 597-2500

Financial Condition as of July 17, 2005:

      Total Assets: $59,500,000

      Total Debts:   $9,500,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Siegfried (USA) Inc.             Trade debt           $1,293,541
33 Industrial Park Road
Pennsville, NJ 08070
Attn: Bernadette
      Patricia Maxwell
Tel: (215) 794-2441
Fax: (856) 678-8201

ACIC Fine Chemicals, Inc.        Trade debt             $533,072
81 Sinclair Boulevard,
Brantford, Ontario
N3S 7X6, Canada
Attn: Joy Bloodsaw
Tel: (407) 566-2967

Waters Corporation               Trade debt             $389,730
35 Maple Street
Milford, MA 01757-3696
Attn: Chris Weir
Tel: (800) 252-4752/
cell: (973) 219-6135
Fax: (508) 482-8532

Lachman Consultant               Trade debt             $322,262
Services, Inc.
1600 Stewart Avenue
Westbury, NY, 11590
Attn: Debra Crespi
Tel: (516) 222-6222
Fax: (516) 683-1887

A & J Machine Inc.               Trade debt             $211,782
1640 New Highway,
Farmingdale, NY 11735
Attn: Jai Narine
Tel: (631) 845-7586
Fax: (631) 845-7760

AON Risk Services of New York                           $181,803
P.O. Box 7247-7376
Philadelphia, PA 19170
Attn: Ira Belenson
Tel: (212) 441-1146

FMC Lithium                      Trade debt             $173,697
Lockbox 75988
Charlotte, NC 28275
Attn: Bob Letchford
Tel: (704) 868-5300 ext. 0888
Fax: (704) 868-5370

Roussel Corporation              Trade debt             $122,000
50 Tice Boulevard
Woodcliff Lake, NJ 07677
Attn: Lisa Esposito
Tel: (201) 307-3315
Fax: (201) 307-3280

Kleinfeld, Kaplan and Becker     Trade debt             $120,303
1140 Nineteenth Street, N.W.
Washington, DC 20036-6601
Attn: K. S. Reagan
Tel: (202) -223-5120
Fax: (202) 223-5619

Chemische Fabrik Berg            Trade debt             $111,860
GmbH, Mainthalstr. 3
D - 06749 Bitterfeld
Germany
Attn: Rainer Hartmann
Tel: (908) 879-4681
Fax: (908) 879-0401

Alen Security Locksmith          Trade debt             $109,255
Company, Inc.
316 Evanston Drive
Hightstown, NJ, 08520
Attn: Matt Alen
Tel: (609) 448-8707
Fax: (609) 448-7616

Lambda Therapeutic Research      Trade debt             $107,634
42 Premier House-I
Gandhinagar-Sarkhej Highway
Bodakdev, Ahmedabad 380054
India
Attn: A. K. Dasgupta
Tel: +91-79-26853995
Fax: +91-79-26840079

Norwood Printing Inc.            Trade debt             $105,201
530 Walnut Street
Norwood, NJ, 07648
Attn: Bill Cheringal
Tel: (201) 784-8721
Fax: (201) 784-1527

Colorcon Inc.                    Trade debt             $102,572
P.O. Box 8500-2685,
Philadelphia, PA 19178-2685
Attn: Phil Butler
Tel: (215) 661-2750 ext. 8898
Fax: (215) 661-262

Safeway Inc.                     Trade debt             $102,118
5918 Stoneridge Mall Road
Pleasanton, CA 94588
Attn: Phil Cadero
Tel: (925) 469-7740

Criterion Software, LLC          Trade debt              $98,253
3830 Park Avenue, Suite 205
Edison, NJ 08820
Attn: Andy Somisetty
Tel: (732) 635-9451
Fax: (732) 635-9452

Natoli Engineering Co., Inc.     Trade debt              $86,404
Department XX
P.O. Box 66971
Saint Louis, MO 63166
Tel: (636) 926 8900
Fax: (636) 926-8900

Amerisource Bergen Corporation                           Unknown
1300 Morris Drive, Suite 100
Chester Brook, PA 19087
Attn: Doris Wilson
Tel: (856) 384-4265
Fax: (856) 384-4334

Cardinal Health                                          Unknown
7000 Cardinal Place
Dublin, OH 43017
Attn: Jennifer Neil
Tel: (614) 757-3700
Fax: (614) 757-6394

Mckesson Drug Company                                    Unknown
One Post Street
San Francisco, CA 94104
Attn: Myra Brimmer
Tel: (972) 446-5895
Fax: (972) 446-5461


ACE SECURITIES: Moody's Rates Class B-1 Sub. Certificate at Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
certificates issued by ACE Securities Corp. Home Equity Loan
Trust, Series 2005-HE4, and ratings ranging from Aa1 to Ba2 to the
mezzanine/subordinate certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
sub-prime mortgage loans originated by New Century Mortgage
Corporation, a California corporation, with respect to
approximately 63.89% of the total mortgage loans.  The remaining
mortgage loans were originated by various originators, none of
which have originated more than 10% of the mortgage loans.  

The ratings are based primarily on:

   a) the credit quality of the loans; and
   b) the protection from:

         * subordination,
         * overcollateralization, and
         * excess spread.

The credit quality of the loan pool is in line with the average
loan pool backing recent ACE Securities Corp. sub-prime
securitizations.  Moody's expects collateral losses on this pool
to range from 4.75% to 5.00%

Countrywide Home Loans Servicing LP (rated "SQ1" by Moody's), will
service approximately 63.89% of the mortgage loans, Saxon Mortgage
Services, Inc.(rated "SQ2" by Moody's), will service approximately
25.46% of the mortgage loans and Ocwen Federal Bank FSB (rated
"SQ2- " by Moody's), will service approximately 10.65% of the
mortgage loans. Wells Fargo Bank will be the master servicer.

The complete rating actions are:

Ace Securities Corp. Home Equity Loan Trust, Series 2005-HE4
Asset Backed Pass-Through Certificates:

   * Class A-1A, rated Aaa
   * Class A-1B, rated Aaa
   * Class A-2A, rated Aaa
   * Class A-2B, rated Aaa
   * Class A-2C, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-4, rated A1
   * Class M-5, rated A2
   * Class M-6, rated A3
   * Class M-7, rated Baa1
   * Class M-8, rated Baa2
   * Class M-9, rated Baa3
   * Class M-10, rated Ba1
   * Class B-1, rated Ba2


ACTUANT CORP: Files $900 Million Shelf Registration Statement
-------------------------------------------------------------
Actuant Corporation (NYSE:ATU) filed a universal shelf
registration statement on Form S-3 with the Securities and
Exchange Commission.  Once declared effective by the SEC, the
shelf registration statement will permit Actuant to sell, in one
or more offerings, common stock, preferred stock, debt securities,
stock purchase contracts and units, depositary shares and
warrants, or any combination of the foregoing in an aggregate
amount of up to $900 million.

"While we have no immediate plans to draw funding from the new
shelf registration, its existence allows us additional flexibility
to pursue our growth initiatives," Robert C. Arzbaecher, President
and CEO of Actuant said.  "Any new funding under the registration
statement will require the prior approval of our Board of
Directors."

Headquartered in Glendale, Wisconsin, Actuant Corporation --
http://www.actuant.com/-- is a diversified industrial company  
with operations in over 30 countries.  The Actuant businesses are
market leaders in highly engineered position and motion control
systems and branded hydraulic and electrical tools and supplies.  
Formerly known as Applied Power Inc., Actuant was created in 2000
after the spin-off of Applied Power's electronics business segment
into a separate public company called APW Ltd.  Since 2000,
Actuant has grown its sales run rate from $482 million to over $1
billion and its market capitalization from $113 million to over
$1.4 billion.  The company employs a workforce of more than 5,000
worldwide.  Actuant Corporation trades on the NYSE under the
symbol ATU.  

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2005,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Actuant Corp., following the company's
acquisition in December 2004 of Key Components, Inc., from an
investor group for $315 million.  The acquisition included the
assumption of $80 million of debt of KCI's operating company, Key
Components LLC.  The ratings on Actuant have been removed from
CreditWatch where they were placed Nov. 22, 2004, after Actuant
announced its intent to acquire KCI.  The ratings on Key
Components were removed.  The outlook on Milwaukee,
Wisconsin-based Actuant is stable.

"The ratings affirmation reflects our earlier indication that
ratings would remain unchanged if management fulfilled its
announced intent to issue equity in conjunction with the debt
issuance undertaken to fund the KCI acquisition," said Standard &
Poor's credit analyst Nancy Messer.  "Although Actuant's leverage
has increased somewhat pro forma for the acquisition, it remains
at a level consistent with the 'BB' rating because of management's
effort to balance the capital structure.  The KCI acquisition
demonstrates management's willingness to temporarily increase
leverage in order to execute an attractive acquisition."


ACTUANT CORP: Will Restate Financials to Reflect New Acctg. Rule
----------------------------------------------------------------
Actuant Corporation (NYSE:ATU) provided the quarterly impact of
the adoption of the provisions of Financial Accounting Standards
Board Statement No. 123R, "Accounting for Stock Based
Compensation."  The Company had previously announced its intention
to adopt the new accounting standard in the fourth quarter of
fiscal 2005 using the modified retrospective method.  

Under this adoption method, the first three quarters of fiscal
2005 will be restated in future filings to reflect expense for
stock based compensation as required under the new rule.  The
total estimated impact of the new accounting rule for the twelve
months ended Aug. 31, 2005 is a $2.7 million non-cash reduction to
net income or a $0.09 per share reduction in diluted earnings per
share.  

Headquartered in Glendale, Wisconsin, Actuant Corporation --
http://www.actuant.com/-- is a diversified industrial company  
with operations in over 30 countries.  The Actuant businesses are
market leaders in highly engineered position and motion control
systems and branded hydraulic and electrical tools and supplies.  
Formerly known as Applied Power Inc., Actuant was created in 2000
after the spin-off of Applied Power's electronics business segment
into a separate public company called APW Ltd.  Since 2000,
Actuant has grown its sales run rate from $482 million to over $1
billion and its market capitalization from $113 million to over
$1.4 billion.  The company employs a workforce of more than 5,000
worldwide.  Actuant Corporation trades on the NYSE under the
symbol ATU.  

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2005,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Actuant Corp., following the company's
acquisition in December 2004 of Key Components, Inc., from an
investor group for $315 million.  The acquisition included the
assumption of $80 million of debt of KCI's operating company, Key
Components LLC.  The ratings on Actuant have been removed from
CreditWatch where they were placed Nov. 22, 2004, after Actuant
announced its intent to acquire KCI.  The ratings on Key
Components were removed.  The outlook on Milwaukee,
Wisconsin-based Actuant is stable.

"The ratings affirmation reflects our earlier indication that
ratings would remain unchanged if management fulfilled its
announced intent to issue equity in conjunction with the debt
issuance undertaken to fund the KCI acquisition," said Standard &
Poor's credit analyst Nancy Messer.  "Although Actuant's leverage
has increased somewhat pro forma for the acquisition, it remains
at a level consistent with the 'BB' rating because of management's
effort to balance the capital structure.  The KCI acquisition
demonstrates management's willingness to temporarily increase
leverage in order to execute an attractive acquisition."


AMF BOWLING: Moody's Junks $150 Million Senior Sub. Notes' Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of AMF Bowling
Worldwide, Inc., thus concluding the review of the ratings for
possible downgrade initiated on March 10, 2005.

These ratings were lowered:

   -- To Caa1 from B3, $150 million 10% senior subordinated notes,
      due 2010

   -- To B2 from B1, approximately $120 million senior secured
      credit facility consisting of a $40 million revolver,
      maturing in 2009, and approximately $79 million term B
      loans, maturing in 2009

   -- To B2 from B1, Corporate Family Rating (formerly known as
      the Senior Implied Rating)

The ratings outlook is stable.

Moody's anticipates negative to breakeven consolidated free cash
flow throughout the intermediate term under a reasonable base case
projection, despite AMF's efforts to rightsize operations, bolster
the quality of its products and services, and to improve
profitability.  

The downgrade of the ratings reflects the cumulative impairment of
AMF's financial profile caused primarily by:

   * declining bowling activity;
   * less than optimal pricing; and
   * increased competition.

The long term decline of bowling coupled with the high fixed cost
structure of AMF's business has resulted in EBITDA margin
contraction to low double digits compared with greater than 20%
historically.  Financial leverage is high because of the company's
negative free cash flow and debt to EBIT approaches 8 times
(approximately 3.5 times EBITDA and increasing to over 6 times
when adjusted for rent expense).  EBITDA less capital expenditures
should cover interest expense with modest cushion throughout the
near term.

The B2 Corporate Family Rating reflects the risks associated with
the turnaround initiatives gaining traction and the need to
provide a more sustainable platform for domestic organic growth.
The downgrade of the ratings also reflects the expectation of
meaningful capital spending, which is necessary for AMF to remain
competitive and to support efficiency improvements.  Given the
reduction in consolidated revenue and profit from AMF's realized
divestitures (primarily sales of its non-core international
businesses), significant return on capital investments is
required.  The execution risk related to AMF's turnaround strategy
is a critical ratings factor.

The ratings continue to reflect AMF's leading position as an
operator of bowling centers.  AMF's solid liquidity further
supports the ratings as cash generated by operations is expected
to remain sufficient to finance working capital and non-
extraordinary capital expenditures throughout the near term.
Mandatory debt amortization is minimal.  Headroom under recently
amended financial covenants is adequate, but not ample (notably,
under the interest coverage and debt to EBITDA covenants).  The
company has approximately $22 million of availability under its
$40 million revolving credit facility, net of outstanding letters
of credit.

The stable ratings outlook acknowledges the achievements the
company has made toward improving profitability and reflects some
tolerance to absorb modest adverse fluctuations in credit
statistics.  Any material use of cash outside of current
expectations - such as for dividends, acquisitions, extended
working capital requirements, or new capital projects - could
result in a negative ratings outlook.  It is likely going to take
several consecutive quarters of strong financial results, notably
much improved free cash flow relative to total debt approaching 5%
and sustainable thereafter, before the ratings outlook could
change to positive.

The B2 rating for the credit facility reflects its priority
position in the capital structure and the expectation of
collateral coverage under a default scenario.

The Caa1 rating for the senior subordinated notes reflects their
contractual subordination to a sizable amount of senior debt at
AMF.  The rating also reflects the notes' subordination to senior
debt and obligations at subsidiaries.

Headquartered in Richmond, Virginia, AMF Bowling Worldwide, Inc.
is the largest operator of bowling centers in the world with
roughly 370 centers.  Revenue for the twelve months ended
March 27, 2005 was approximately $665 million.

AMF Bowling Worldwide, Inc., filed for chapter 11 protection
on July 3, 2001 (Bankr. E.D. Va. Case Nos. 01-61119 through
01-61143).  Marc Abrams, Esq., at Willkie, Farr & Gallagher
represented the operating subsidiaries.  The corporate parent,
AMF Bowling, Inc., filed for chapter 11 protection on July 31,
2001 (Bankr. E.D. Va. Case No. 01-61299).  Lawrence H. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represented the parent
company.  The Debtors' Second Amended & Modified Chapter 11 Plan
was confirmed on Feb. 1, 2002, and consummated on March 8, 2002.  
That plan deleveraged the company's balance sheet, and delivered a
92% equity stake in the reorganized subsidiaries to the company's
secured lenders and a 7% equity stake in the operation to
unsecured creditors.  The old public parent company died.  


ANDROSCOGGIN ENERGY: Wants More Time to File Chapter 11 Plan
------------------------------------------------------------
Androscoggin Energy LLC asks the U.S. Bankruptcy Court for the
District of Maine for an extension of its exclusive period to file
and solicit acceptances of a chapter 11 plan.  The Debtor tells
the Court that it needs an extension until Oct. 1, 2005, to file a
plan.  The Debtor also asks the Court to give it until Dec. 1,
2005, to solicit acceptances of that plan.

The Debtor believes an extension is warranted because its business
is complex.  It reminds the Court that the assumption and
assignment of Androscoggin's fixed price gas contracts and
transport agreements, as well as the rejection of the remaining
transport agreements, has involved complex legal issues.  The
litigation and negotiations relating to these issues have been
time consuming for the Debtor's professionals and senior
management.  

Androscoggin says its focus, since the bankruptcy filing, has been
to maximize the value of the business.  The Debtor marketed and
consummated the sale of its contracts for the purchase of natural
gas at fixed prices with AltaGas Ltd., Pengrowth Corporation, and
Canadian Forest Oil Ltd., and its contracts for the transportation
of natural gas with NOVA Gas Transmission Ltd. and TransCanada
PipeLines Ltd.  The proceeds from the sale of the contracts were
used to satisfy the Debtor's largest secured debt.

The Debtor discloses that its Energy Services Agreement with the
International Paper Company is central to its plan of
reorganization.  The Debtor contends that allowing it more time to
formulate a plan based on the assumption or rejection of the
energy services agreement will result in the formulation of a
viable plan.

                 International Paper Litigation

Furthermore, the Debtor has also filed a motion with the U.S.
District Court for the District of Illinois concerning a jury's
verdict in litigation with International Paper which resulted in a
$41 million award to the paper company.  The Debtor is challenging
the jury's verdict.  The Debtor thinks it may have to file an
appeal with the United States Court of Appeals for the Seventh
Circuit Court.  The terms of the Debtor's plan and the amount
available to unsecured creditors will depend on the outcome of the
IP Litigation.

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


ANDROSCOGGIN ENERGY: TransCanada & Portland Want Rule 2004 Probe
----------------------------------------------------------------
Shortly after the filing of its bankruptcy case, Androscoggin
Energy LLC suspended operations of its electricity-generating
plant.  As a result, Androscoggin rejected executory contracts for
the supply and transportation of natural gas with TransCanada Gas
Services, Inc., and Portland Natural Gas Transmission System.  The
two vendors asserted rejection damages in an unspecified amount.

TransCanada and Portland believe there are reasons warranting the
conversion of the Debtor's case into a chapter 7 liquidation
proceeding.  TransCanada and Portland know that the Debtor's only
revenue-generating asset is the resale of gas.  However, the fixed
price gas contracts and transport agreements were assigned by the
Debtor to another entity.  Without those contracts and agreements,
TransCanada and Portland don't know of any source of revenue being
generated by the Debtor.   

TransCanada and Portland charge that the Debtor is depleting the
value of the estate.  Androscoggin's Plant, despite being not
operational, is burning cash.  The Debtor is also spending
$130,000 monthly for payroll and hundreds of thousands of dollar
for professional fees.  The parties note that Berstein, Shur,
Sawyer & Nelson, Quinlan & Carroll, Ltd., and Mesirow Financial
Consulting, LLC's fees for April 2005 were $790,064.

TransCanada and Portland want to validate their claims, and ask
the Court to compel the Debtor's production of financial and other
relevant documents.  They want to conduct a formal examination
pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure
on Aug. 3, 2005, at 9:00 a.m. at the Offices of Michael J. Pearce
& Associates, LLC, located at Two Monument Square, 9th Floor in
Portland, Maine.

Accordingly, TransCanada Gas and Portland Natural Gas ask the U.S.
Bankruptcy Court for the District of Maine for an order
authorizing the examination of Androscoggin Energy.

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


ARCHIBALD CANDY: Alexander Knopfler Appointed as Chapter 7 Trustee
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
converted Archibald Candy and its debtor-affiliates' chapter 11
cases to chapter 7 liquidation proceedings.  The Court appointed
Alexander Knopfler to serve as the chapter 7 trustee to oversee
the liquidation of the Debtors' estates.

Headquartered in Chicago, Illinois, Archibald Candy Corporation --
http://fanniemay.com/-- owns a candy shop in Chicago.  Its boxed  
candies (Fannie May, Fanny Farmer) are sold through company-
operated stores and other retailers in 17 states.  Archibald Candy
Corporation and Archibald Middle Holdings filed for chapter 11
protection on Jan. 28, 2004 (Bankr. N.D. Ill. Case No. 04-03200).  
The Court converted the Debtors' chapter 11 cases to chapter 7  
proceedings on July 1, 2005.  Jeffrey L. Gansberg, Esq., at
Wildman, Harrold, Allen & Dixon, and John P Sieger, Esq., at
Jenner & Block LLC, represents the Debtors in their liquidation
efforts.  When the Debtors filed for protection from their
creditors, they estimated between $10 million to $50 million in
assets and $50 million to $100 million.


ARCHIBALD CANDY: Creditors' Meeting Slated for Aug. 9
-----------------------------------------------------
The United States Trustee for Region 11 schedules the first
meeting of Archibald Candy Corporation's creditors required under
Section 341(a) of the U.S. Bankruptcy Code, at 3:00 p.m., on
Aug. 9, 2005, at Room 3360, 227 West Monroe Street, in Chicago,
Illinois.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.  This is the first meeting of creditors following the
conversion of the Debtors' chapter 11 cases to chapter 7
liquidation proceedings.

Headquartered in Chicago, Illinois, Archibald Candy Corporation --
http://fanniemay.com/-- owns a candy shop in Chicago.  Its boxed  
candies (Fannie May, Fanny Farmer) are sold through company-
operated stores and other retailers in 17 states.  Archibald Candy
Corporation and Archibald Middle Holdings filed for chapter 11
protection on Jan. 28, 2004 (Bankr. N.D. Ill. Case No. 04-03200).  
The Court converted the Debtors' chapter 11 cases to chapter 7  
proceedings on July 1, 2005.  Jeffrey L. Gansberg, Esq., at
Wildman, Harrold, Allen & Dixon, and John P Sieger, Esq., at
Jenner & Block LLC, represents the Debtors in their liquidation
efforts.  When the Debtors filed for protection from their
creditors, they estimated between $10 million to $50 million in
assets and $50 million to $100 million.


ARIAS ACQUISITIONS: S&P Rates $200 Million Senior Loan at B+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' counterparty
credit rating to Arias Acquisitions Inc. and its 'B+' rating to
Arias's $200 million senior credit facility, which consists of a
$175 million term loan and a $25 million revolving credit line.

Standard & Poor's also said that the outlook on Arias is stable.

Arias is the intermediate holding company of HBW Services LLC.
"The ratings reflect the company's very highly leveraged capital
structure, very limited financial flexibility, and low-quality
balance sheet, which is due to the large amount of intangibles,"
said Standard & Poor's credit analyst Taoufik Gharib.  "Partially
offsetting these negative factors are HBW's experienced management
team, which has a proven track record.  The company also has a
sustainable competitive advantage and strong operating
performance."

Standard & Poor's expects that HBW will continue to generate good
earnings in line with historical margins in 2005 and 2006 as the
company continues to grow its revenue organically by 10%-12% and
produce strong cash flow to service its debt obligation.  However,
as a highly leveraged company, HBW is vulnerable to unexpected
events that will increase its risk of financial distress.

The home warranty market is a highly specialized industry, which
enables HBW to leverage its intellectual capital and strengthen
its lead position compared with its competitors.  HBW is a leader
in insurance-backed new home warranties, with about 13% of the
market share in 2004 based on an $800 million industry of 1.8
million new homes.  In addition, HBW's resale operation
constituted about 5% of the market share of the total resale
warranty industry.

The company benefits from its technical engineering and
underwriting expertise, which includes 18 years of claims history
on the 10-year structural warranties.  HBW has a proprietary
database of 2.5 million current and former customers that supports
management in risk selection and claims prediction.  Furthermore,
the company has the expertise and relationships necessary to
navigate the complex state-by-state regulatory environment.


ASIA GLOBAL: Court Grants 360Networks' Cross-Motion on $100M Claim
------------------------------------------------------------------
After careful deliberation of the arguments presented by Robert
L. Geltzer, Asia Global Crossing's Trustee, and 360networks
Corporation, concerning 360networks' $100 million proof of claim,
the Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York denies the AGX Trustee's request and
grants 360networks' cross-motion, but only to the extent that
AGX's anticipatory repudiation, as of Jan. 29, 2003, has
been established as a matter of law.

Judge Bernstein rules that 360networks must show that it was
ready, willing and able to "takedown" capacity between
January 29, 2003, and March 30, 2003.

                 Anticipatory Repudiation at Issue

Judge Bernstein explains that an anticipatory repudiation occurs
when a party to a contract:

    (1) states that it cannot or will not perform its obligations;
        or

    (2) commits a voluntary affirmative act that renders the
        obligor unable or apparently unable to perform its
        obligations.

If an anticipatory repudiation occurs, the non-breaching party
can either elect to treat the contract as terminated and exercise
its remedies, or continue to treat the contract as valid.  If the
non-breaching party elects to terminate the contract and sue for
breach, that party is excused from tendering its own performance.

To recover damages, however, the non-breaching party must also
show that it was ready, willing and able to perform its own
obligations but for the repudiation.  Thus, even where a party
breaches by repudiation, its duty to pay damages is discharged if
it subsequently appears that there would have been a total
failure of performance by the injured party, sufficient to have
discharged any remaining duties of the party in breach to render
performance.

The doctrine of anticipatory repudiation is related to, but
distinct from, the rule that allows an obligee to demand adequate
assurance of future performance, Judge Bernstein says.  An
obligor's statement or voluntary act may be equivocal, and not
provide clear grounds to declare an immediate breach.

By applying that doctrine, Judge Bernstein notes, 360networks is
entitled -- but not required -- to seek assurances from AGX that
it will perform when the time for performance arrives.  If the
demand is proper and reasonable assurance is not coming,
360networks may treat the failure as a repudiation against AGX.

                   360networks' Failure to Prove
                 Repudiation in Various Contentions

Judge Bernstein points out that 360networks failed to raise a
triable issue concerning its contention that Global Crossing
Bandwidth repudiated the Master Agreement prior to the Settlement
Agreement.  There is no evidence to support 360networks'
assertion that "GC Bandwidth advised 360networks that the
capacity due under the Asia Commitment would not be provided and
actively worked to preclude such usage."

Moreover, the Court finds fault in 360networks' assertion that GC
Bandwidth's rejection of the Master Agreement under the Global
Crossing plan resulted in an anticipatory repudiation that
related back to the Petition Date.  Under Section 365(g) of the
Bankruptcy Code, the rejection is deemed to constitute a breach
as of GC Bandwidth's Petition Date.

In addition, 360networks argued that the Settlement Agreement did
not imply that GC Bandwidth could not fulfill the Asia
Commitment.  The Settlement Agreement resolved the outstanding
issues under several agreements.  The Court admits not knowing
the terms of the other agreements or the outstanding issues.
Nevertheless, 360networks' willingness to pay Global Crossing
$500,000 despite its alleged entitlement to a $100 million credit
under the Master Agreement suggests that 360networks was in
breach of the Master Agreement, it was unable to order capacity,
and it had no right to demand the repayment of the $100 million.

Judge Bernstein further notes that 360networks cited three
separate acts by AGX, each amounting to an anticipatory
repudiation.  According to 360networks, AGX:

    (a) offered to acquire the $100 million Asia Commitment for
        $5 million;

    (b) released other express statements; and

    (c) liquidated, through the ANC Sale, all of its assets
        necessary to fulfill the Asia Commitment before the
        expiration of the two-year period within which
        360networks could order that capacity under the Master
        Agreement.

Judge Bernstein avers that AGX's $5 million settlement offer did
not result in an anticipatory repudiation, since 360networks
rejected the offer.  AGX may have been willing to pay $5 million
in exchange for 360networks' rights and release because:

    (i) AGX may have wanted to buy the Asia Commitment to free it
        up for sale to others, particularly since the corporate
        empire to which 360networks belonged was mired in United
        States and Canadian insolvency proceedings;

   (ii) AGX may have thought that 360networks and its affiliates
        were not likely to order capacity in light of its own
        financial condition, and valued the obligation under the
        Guaranty at only $5 million; or

  (iii) AGX, to that same effect, may have wanted to eliminate the
        need to disclose the $100 million contingent guaranty
        liability in its financial statements.

Judge Bernstein further points out that 360networks did not offer
evidence of "other express statements" by AGX that support a
claim of anticipatory repudiation.  Like the similar statement
360networks directed at GC Bandwidth, Judge Bernstein says it is
"attorney hearsay and without significance."

            AGX Sale Constitutes Anticipatory Repudiation

However, Judge Bernstein states that 360networks is "on firmer
ground" with its argument that AGX's contract to sell its assets
free and clear of the Guaranty obligation, or the actual closing
of that contract, constituted an anticipatory repudiation.  AGX's
motion to sell all of its assets did not prevent it from living
up on the performance guaranty.  The proposed transaction fell
outside of AGX's ordinary course of business, thus, AGX was not
bound to perform the ANC Sale Contract until the Court's
approval.

Prior to approval, AGX could withdraw the application and abandon
the contract, or the terms of the sale contract could change,
Judge Bernstein says.  The proposed sale contract might have
given 360networks pause and entitled it to demand adequate
assurance of future performance, but it did not legally prevent
AGX from meeting its obligations.

Once the Court approved the contract, however, AGX lost control
of the ability to satisfy the performance guaranty.  At that
point, it was obligated to transfer the assets that were
necessary to perform obligations to Asia Netcom, free and clear
of the obligation to perform.  The consummation of the sale
rendered AGX incapable of satisfying the performance guaranty.
Accordingly, AGX breached the Guaranty through anticipatory
repudiation on January 29, 2003, with two months remaining during
which 360networks could takedown capacity.

         360networks Must Take Capacity Breakdown from AGX

Nevertheless, Judge Bernstein maintains, 360networks still had to
request a takedown of capacity from AGX, which 360networks never
did.  This leads to the question of whether AGX repudiated its
obligations, relieving 360networks of the need to fulfill a
condition precedent.

Judge Bernstein concludes that these material facts exist without
substantial controversy:

    (1) 360networks never ordered capacity in accordance with the
        Master Agreement from either GC Bandwidth or AGX before
        March 30, 2003.

    (2) 360networks never demanded adequate assurance of future
        performance from either GC Bandwidth or AGX before
        March 30, 2003.

    (3) GC Bandwidth did not repudiate the Master Agreement.

    (4) AGX repudiated the Guaranty on January 29, 2003, but
        not before then.

In addition, several material facts are deemed to be
established and will not be revisited at the trial.  Judge
Bernstein determines that once the AGX Trustee carried the
initial burden, 360networks had to come forward with admissible
evidence showing that it had satisfied the conditions precedent
to recovery under the Guaranty, or that the conditions were
excused.

Judge Bernstein further directs the parties to arrange a hearing
to schedule a trial regarding 360networks' readiness to perform
in accordance with his opinion.

                 360networks Seeks Reconsideration

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, in New
York, believes that despite the favorable outcome of the Court's
decision, there were clear errors in Judge Bernstein's Opinion
resulting in an appropriate narrowing of the issues that, in
turn, may result in manifest injustice.

Although 360networks is confident it will prevail on the issues
at trial, it wants to have the Opinion modified through
reconsideration so that it is consistent with the ruling denying
the AGX Trustee's request.

Mr. Lipkin challenges specific elements of Judge Bernstein's
Opinion and argues that:

    (1) The finding that AGX did not anticipatorily breach the AGX
        Guaranty on November 17, 2002, by filing an ANC Sale
        Motion is incorrect because that filing was a clear
        statement of AGX's intent not to perform under the
        Guaranty;

    (2) The ruling that 360networks must prove it was ready,
        willing and able to perform under the Master Agreement to
        recover for AGX's anticipatory breach is incorrect because
        that requirement does not apply to a non-breaching party
        to the extent it already paid a portion of the purchase
        price, and 360networks had already paid the full
        $100 million price; and

    (3) The findings of undisputed material facts were incorrect
        because:

        -- those facts were disputed and not necessary to the
           Court's summary judgment rulings; and

        -- when all relevant facts are considered together, then
           material issues have been raised as to whether
           anticipatory breaches by GX Bandwidth and AGX occurred
           prior to January 27, 2003.

Mr. Lipkin maintains that 360networks should be permitted to
present evidence at trial to prove an anticipatory breach by GX
Bandwidth and AGX at any time without the limitation of the
"material facts" imposed by Judge Bernstein's Opinion.

Asia Global Crossing Ltd., through its direct and indirect
subsidiaries, as well as through a number of in-country joint
ventures and commercial arrangements with Asian partners, provides
the Asia Pacific region with a broad range of integrated
telecommunications and IP services.  The Company filed for chapter
11 protection on Nov. 17, 2002 (Bankr. S.D.N.Y. Case No.
02-15749).  When the Debtor filed for protection from its
creditors, it listed $2,279,771,000 in total assets and
$2,616,316,000 in total debts.  David M. Friedman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, represents the Debtor in
its restructuring efforts.  The Court converted the Debtor's
chapter 11 case to a chapter 7 proceeding on June 11, 2003.  The
Court appointed Robert L. Geltzer as the Debtor's chapter 7
trustee.  Attorneys at Golenbock Eiseman Assor Bell & Peskoe LLP
represent Mr. Geltzer.  (Global Crossing Bankruptcy News, Issue
No. 81; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AUDIO DESIGNS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Audio Designs, Inc.
        dba Audio Designs Multimedia
        1810 Industrial Drive, Unit E
        Grand haven, Michigan 49417

Bankruptcy Case No.: 05-09832

Type of Business: The Debtor designs and builds audio,
                  video, and lighting systems.  See  
                  http://www.audiodesignsinc.com/

Chapter 11 Petition Date: July 15, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: William J. Napieralski, Esq.
                  Napieralski & Walsh, PC
                  4790 Cascade Road, Southeast
                  Grand Rapids. Michigan 49546
                  Tel: (616) 942-1111

Total Assets: $565,025

Total Debts:  $1,829,132

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Grand Haven Bank              Bank loan                 $963,475
333 Washington Avenue
Grand Haven, MI

JBL Professional              Trade debt                $125,081
Attn: Sharon Marr
8400 Balboa Boulevard
Northridge, CA 91325

Internal Revenue Service      Taxes                      $95,000
2365 Patrick B. McNamara
Federal Buildings
Detroit, MI 48226

American Express              Trade debt                 $41,785

Ceronix                       Trade debt                 $40,808

Safari Technologies           Trade debt                 $26,592

RemeX Corporation             Trade debt                 $28,658

West Penn Wire                Trade debt                 $28,249

United Rentals                Trade debt                 $27,578

Dukane Corporation            Trade debt                 $24,775

Chase Manhattan Bank USA      Trade debt                 $23,243

R-H Properties, LLC           Rent                       $22,421

American Express              Trade debt                 $21,252

DeVries, Draper & Bialik,     Accounting                 $18,845
PLLC

Toroid Corporation of         Trade debt                 $18,799
Maryland

Lowell Manufacturing Company  Trade debt                 $17,257

Innovative Audio              Trade debt                 $14,682

Holland Charter Township      Taxes                      $12,122

Potter Distributing           Trade debt                 $11,775

Home Depot                    Trade debt                 $11,565       


AWREY BAKERIES: Auction for Sale of All Assets Set for Tomorrow
---------------------------------------------------------------
Awrey Bakeries, Inc., will conduct an auction for the sale of
substantially all of its assets tomorrow, June 20, 2005, at 10:00
a.m. at the offices of:

         Honigman Miller Schwartz and Cohn LLP
         660 Woodward Avenue
         Detroit, Michigan, 48226

The Debtor inked an asset purchase agreement with ABI Acquisition
Company for $25 million.  The Deal reports that Monomoy Capital
Partners LLC of New York, and Hilco Equity Management LLC have
teamed up to make the stalking-horse bid for the four-generation
company.  

The Honorable Judge Steven W. Rhodes of the U.S. Bankruptcy Court
for the Eastern District of Michigan in Detroit will hold a sale
hearing on July 21.  The sale is expected to close in August.

Headquartered in Livonia, Michigan, Awrey Bakeries, Inc., is a
national foodservice bakery serving markets ranging from
convenience stores to the U.S. Military.  The Company filed for
chapter 11 protection on Feb. 2, 2005 (Bankr. E.D. Mich. Case No.
05-43106).  Judy B. Calton and Mitchell R. Meisner of Honigman
Miller Schwartz and Cohn LLP, represent the Debtor's in their
restructuring efforts.  Alan Bentley and Scott Burke are
representing Mackinac Parners LLP, the debtor's financial adviser.
When they filed for bankrupt, the Debtor reported $35.4 million in
assets and $29.2 million in debts.  


CABLEVISION SYSTEMS: Pays 6 Executives $9.5 Mil. for 2002 Bonuses
-----------------------------------------------------------------
Cablevision Systems Corporation will pay six executives $9,485,000
pursuant to its Long-Term Incentive Plan.  The $28,215,000 balance
of a $37,700,000 pool of funds will be paid to approximately 600
other individuals.

In 2003, Cablevision Systems Corporation issued awards under the
Company's Long-Term Incentive Plan to executive officers and
employees of the Company's cable and telecommunications segment
and to corporate staff.  These awards were issued in lieu of
bonuses that would otherwise have been payable in respect of
performance in 2002.  The issuance of the awards instead of paying
cash bonuses allowed the Company to preserve liquidity.  The
awards were to become payable upon the Company achieving free cash
flow.  The Compensation Committee of the Board of Directors of the
Company has determined that free cash flow was achieved in 2004.  
The free cash flow measure used by the Compensation Committee
excluded the Company's Rainbow DBS satellite distribution
business, which has been discontinued.  

These executive officers, directors and officers -- listed in the
Company's 2005 Proxy Statement -- will receive these payments:

        Officer                           Award
        -------                           -----
        William J. Bell              $1,750,000
        James L. Dolan                2,800,000
        Hank J. Ratner                  700,000
        Thomas M. Rutledge            1,120,000
        Charles F. Dolan              2,800,000
        Brian G. Sweeney                315,000

Cablevision Systems Corporation -- http://www.cablevision.com/--
is one of the nation's leading entertainment and
telecommunications companies.  Its cable television operations
serve more than 3 million households in the New York metropolitan
area.  The company's advanced telecommunications offerings include
its iO: Interactive Optimum digital television offering, Optimum
Online high-speed Internet service, Optimum Voice digital voice-
over-cable service, and its Lightpath integrated business
communications services.  Cablevision's Rainbow Media Holdings LLC
operates several successful programming businesses, including AMC,
IFC, WE and other national and regional networks.  In addition to
its telecommunications and programming businesses, Cablevision is
the controlling owner of Madison Square Garden and its sports
teams, the New York Knicks, Rangers and Liberty.  The company also
operates New York's famed Radio City Music Hall, and owns and
operates Clearview Cinemas.

As of March 31, 2005, shareholders' deficit widened to
$2.7 billion from a $2.6 billion deficit at December 31, 2004.

                        *      *      *

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.


COLLINS & AIKMAN: Obtains Group Wide U.K. Administration Order
--------------------------------------------------------------
Collins & Aikman Corporation's (OTC: CKCRQ) European companies
have obtained a "group wide" Administration order pursuant to the
jurisdiction of the English High Court in London.  Simon Appell
and Alastair Beveridge, amongst others, of Kroll UK have been
appointed joint administrators of each of the companies.  The
companies included in the filing are located in the UK, Austria,
Belgium, Czech Republic, Italy, Germany, Luxembourg, Netherlands,
Spain and Sweden and have approximately 4,000 employees in 24
facilities.  Collins & Aikman's European operations are expected
to continue in the normal course of business without interruption
while the Administrators assess appropriate options.

"Over the past two months, we have discussed a number of
alternatives with all of our constituents, including our major
customers, in an effort to fashion a permanent solution to our
liquidity and balance sheet issues across Europe," Commenting on
the Administration, John R. Boken, Chief Restructuring Officer,
said.  "In the absence of a permanent solution acceptable to all
parties, it became evident that applying to the English Court for
a group wide Administration order would be the best course of
action to maximize value for both our European and US creditors."
Mr. Boken added, "These actions will not impact our ongoing
reorganization efforts in the United States.  Furthermore, the
Company's operations in Canada, Mexico and Brazil are unaffected."

The consolidated Administration in Europe follows Collins &
Aikman's May 17, 2005, Chapter 11 reorganization filing which
covered substantially all of its subsidiaries in the United
States.  Applying for Administration Orders was concluded to be in
the best interests of creditors, employees, customers and
suppliers.  The Administration Orders are expected to protect the
businesses while the Administrators review the available options
for the companies' operations, which is likely to include going
concern sales of some or all of the European businesses.

Mr. Appell, Joint Administrator, commenting upon the appointment,
said "Administration is a rescue-oriented procedure and will
provide the best framework to consider all the options for the
businesses.  In conjunction with the Administration, we have
arranged financing allowing us to continue Collins & Aikman's
European operations in the normal course.  Among our key
objectives are minimizing disruption and protecting the inherent
value in the business for the benefit of creditors and
stakeholders."

Additional information regarding the European group wide
Administration will be available at
http://www.collinsaikmaneurope.com/and information regarding the  
Chapter 11 reorganization is available on the Company's website,
http://www.collinsaikman.com,or by calling the Company's toll-
free Reorganization Information Line at 1-866-795-7641 or for
international callers +1 310-432-4170.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.


COLLINS & AIKMAN: WL Ross to Finance U.K. Affiliates in Admin.
--------------------------------------------------------------
WL Ross & Co. LLC provided a loan to the UK affiliates of Collins
& Aikman Corporation.  WL Ross is also preparing to provide
additional financing to the other European subsidiaries under
Administration in the UK.

Collins & Aikman disclosed that its European subsidiaries,
including the UK affiliates to which WL Ross has provided this
loan, had obtained an Administration order pursuant to the
jurisdiction of the English High Court in London.  Proceeds from
the loan are expected to be used to fund working capital
requirements and general corporate purposes during Administration.

WL Ross is a substantial holder of Collins and Aikman bank debt
and looks forward to working with other holders to bring the
company out of bankruptcy quickly and was pleased to accommodate
the immediate cash needs of its UK affiliates.  WL Ross expects to
work closely with Kroll Zolfo Cooper's initial efforts to
stabilize the company in order to restore Collins & Aikman to its
well-deserved and important position as a leading auto parts
manufacturer and to strengthen its long-term relationships with
automobile manufacturers around the world.

WL Ross has sponsored more than $4 billion of private investments
since its founding in 2000, most notably International Steel
Group, International Textile Group, and International Coal Group.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.


COLLINS & AIKMAN: Panel Wants to Prosecute Fraudulent Transfers
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Collins & Aikman
Corporation and its debtor-affiliates seeks authority from the
U.S. Bankruptcy Court for the Eastern District of Michigan to
prosecute viable claims against certain of the Debtors' customers.

The Committee contends that the Debtors have for years maintained
burdensome, unprofitable contracts with Customers.  Under the
Contracts, the Debtors have consistently received less than
reasonably equivalent value in exchange for the assets transferred
to the Customers.  The Committee believes that each of the
transfers of value to the Customers under the Contracts
constitutes an avoidable fraudulent transfer that is recoverable
by the Debtors estates for the benefit of their creditors.

The Debtors are inherently conflicted from pursuing the claims
against the Customers because the Debtors are seeking to, among
other things, obtain postpetition financing from them.  Therefore,
the Debtors are unwilling to take any course of action that will
impede their potential negotiations or upset the Customers at this
critical time.  The recoveries from these claims will produce a
substantial recovery source for unsecured creditors and,
therefore, the Committee is the only party-in-interest qualified
and sufficiently vested to pursue these claims.

The Committee believes that it satisfies all of the legal
requirements for a grant of derivative standing to pursue claims
on behalf of the Debtors' estates:

   * The Committee has demanded that the Debtors file one or more
     actions against the Customers;

   * The Debtors have failed to respond to the Committee's
     demand;

   * There exists colorable claims against the Customers, the
     prosecution of which would benefit the Debtors' estates; and

   * The Debtors' failure to take action against the Customers
     constitutes and unjustified abuse of their discretion in
     light of the Debtors' duties in their Chapter 11 cases.

At a Customer Financing Hearing, John Boken, the Debtors' Chief
Restructuring Officer, testified that "given the cash burn and
the relative limited number of customers . . . the relationship
with the customers . . . is something that is out of balance for
Collins & Aikman."  Moreover, Mr. Boken admitted that a
significant component of the company's cash burn is directly
attributable to the structure or pricing under the customer
contracts, if the company raised prices to its customers, the
cash burn would be reduced and if the company shut down
unprofitable plants that would also reduce the cash burn.

Based on its review of all available information, including Mr.
Boken's testimony, the Committee has concluded that the Fraudulent
Transfer Actions are valuable estate assets.  

By letter dated June 23, 2005, the Committee informed the Debtors
that it believes that any value provided to the Customers under
the Contracts over the past several years constitute avoidable
fraudulent transfers.  The Committee demanded that the Debtors
immediately commence causes of actions for the recovery of those
fraudulent transfers.  However, the Debtors have failed to respond
to the Letter.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CORUS ENTERTAINMENT: Earns $19.4 Million of Net Income in 3rd Qtr.
------------------------------------------------------------------
Corus Entertainment Inc. (TSX: CJR.NV.B; NYSE: CJR) reported its
third quarter results, highlighted by continued strong advertising
growth, including a 12% increase in radio advertising revenue and
a 16% increase in specialty television advertising revenue.  Radio
segment profit increased by 21%, while television segment profit
was up 15%.  Nelvana, the Company's content division, contributed
to the momentum with positive earnings and cash flow for the
fourth consecutive quarter.

"We were very pleased with our performance in the third quarter.   
Radio markets, both locally and nationally, continued to be strong
and Corus was well positioned to benefit.  Our specialty
television networks achieved excellent sales growth, offsetting
hockey-related losses at our local TV stations," said John
Cassaday, President and Chief Executive Officer of Corus
Entertainment Inc.

Consolidated revenue for the third quarter was $171.9 million, up
5% from $163.9 million last year.  Net income for the quarter
was $19.4 million, compared to the net loss last year of
$51.2 million, which resulted from a pre-tax (non-cash)
write-down of $85.0 million ($1.41 per share) in the Content
division.

Corus Television contributed quarterly revenue of $90.5 million,
up 7% from $84.7 million last year.  Segment profit was
$34.7 million, up 15% compared to $30.1 million last year.

Corus Radio revenue was $68.3 million, up 12% from $61.0 million
last year.  Segment profit was $22.2 million, up 21% from
$18.3 million last year.

Content revenue was $14.6 million, down from $19.9 million last
year; only 28 Nelvana episodes were produced in the quarter, as
compared to 40 in the previous year.  In addition, Beyblade
merchandise sales also declined.  Segment profit was $0.1 million,
compared to a loss last year of $89.3 million.

                      Year-to-Date Results

Consolidated revenue for the nine-month period ended May 31 was     
$507.8 million compared to $503.8 million for the same period last
year.  Consolidated segment profit was $152.7 million, compared to
$47.6 million last year.  Net income was $61.5 million, compared
to a loss of $37.2 million last year.

Television revenue was $270.8 million, up 7% over last year.   
Specialty advertising revenue growth was 14%.  Television segment
profit for the first nine months of the year was $110.0 million,
up 14% from $96.3 million.

Radio year-to-date revenue was $187.4 million, compared to
$169.6 million last year, an 11% increase.  Segment profit was
$53.2 million, compared to $43.8 million, an increase of 21% from
last year.

Content revenue was $54.4 million, compared to $84.9 million last
year.  The year-to-date decline in revenue is attributable to a
planned reduction in the number of episodes produced and lower
merchandise sales of Beyblade.  Segment profit year-to-date was
$1.8 million, compared to a loss last year of $83.8 million. Last
year's results included an $85.0 million write-down in the film
library.

"We are very pleased with our radio results in particular. Our
strong competitive position and a continued improvement in our
financial performance has been very satisfying," added Heather
Shaw, Executive Chair of Corus Entertainment Inc.  "Additionally,
our recent announcement of the launch of our non-linear channel
Vortex On Demand with Comcast for the U.S. market clearly marks a
new era for delivery of our content as well as recognition of the
appeal of Nelvana's programming library."

                Senior Subordinated Debt Amendment

Corus Entertainment will seek an amendment to the Restricted
Payments Covenant clause from the holders of the senior
subordinated notes to increase its restricted payments capacity by
$65 million.  The amendment will permit the Company to increase
its dividend or repurchase its shares or make investments, in each
case if deemed appropriate by its Board of Directors.

Corus Entertainment Inc. -- http://www.corusentertainment.com/--  
is a Canadian-based media and entertainment company. Corus is a
market leader in both specialty TV and Radio.  Corus also owns
Nelvana Limited, a leading international producer and distributor
of children's programming and products.  The company's other
interests include publishing, television broadcasting and
advertising services.  A publicly traded company, Corus is listed
on the Toronto (CJR.NV.B) and New York (CJR) Exchanges.

                        *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Standard & Poor's Ratings Services revised its outlook on Corus
Entertainment Inc. to stable from negative and affirmed its 'BB'
long-term corporate credit rating on the company.  Total debt
outstanding was C$604 million at Feb. 28, 2005.


CREDIT SUISSE: Moody's Rates Class C-B-4 Sub. Certificate at Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Credit Suisse First Boston Mortgage
Securities Corp. and ratings ranging from Aa2 to Ba2 to the
mezzanine and subordinate certificates in the deal.

The securitization is backed by fixed-rate jumbo, conforming
balance and Alt-A mortgage loans originated by various originators
and acquired by DLJ Mortgage Capital, Inc.  

The ratings are based primarily:

   * on the credit quality of the loans; and
   * on the protection from subordination.

Wells Fargo Bank, N.A. will act as master servicer for all loans
other than for the mortgage loans serviced by Washington Mutual
Mortgage Securities Corp.

The complete rating actions are:

Issuer: CSFB Mortgage-Backed Pass-Through Certificates
        Series 2005-6

   * Class I-A-1 rated Aaa
   * Class I-A-2 rated Aaa
   * Class I-A-3 rated Aaa
   * Class I-A-4 rated Aaa
   * Class II-A-1 rated Aaa
   * Class II-A-2 rated Aaa
   * Class II-A-3 rated Aaa
   * Class II-A-4 rated Aaa
   * Class II-A-5 rated Aaa
   * Class II-A-6 rated Aaa
   * Class II-A-7 rated Aaa
   * Class II-A-8 rated Aaa
   * Class II-A-9 rated Aaa
   * Class III-A-1 rated Aaa
   * Class IV-A-1 rated Aaa
   * Class V-A-1 rated Aaa
   * Class V-A-2 rated Aaa
   * Class V-A-3 rated Aaa
   * Class V-A-4 rated Aaa
   * Class VI-A-1 rated Aaa
   * Class VI-A-2 rated Aaa
   * Class VII-A-1 rated Aaa
   * Class VII-A-2 rated Aaa
   * Class VIII-A-1 rated Aaa
   * Class IX-A-1 rated Aaa
   * Class A-X rated Aaa
   * Class C-X rated Aaa
   * Class D-X rated Aaa
   * Class A-P rated Aaa
   * Class I-M-1 rated Aa2
   * Class D-B-1 rated Aa2
   * Class I-M-2 rated A2
   * Class D-B-2 rated A2
   * Class I-M-3 rated Baa1
   * Class C-B-3 rated Baa2
   * Class D-B-3 rated Baa2
   * Class I-M-4 rated Baa3
   * Class C-B-4 rated Ba2


DLJ COMMERCIAL: Fitch Holds Low-B Rating on 2 Certificate Classes   
-----------------------------------------------------------------
Fitch Ratings upgrades DLJ Commercial Mortgage Corp.'s commercial
mortgage pass-through certificates, series 2000-CKP1:

    -- $51.6 million class A-2 to 'AAA' from 'AA+'.

Fitch downgrades these certificates:

    -- $9.7 million class B-6 to 'B' from 'B+'.

In addition, Fitch affirms these certificates:

    -- $69.9 million class A-1A at 'AAA';
    -- $789.4 million class A-1B at 'AAA';
    -- Interest-only class S at 'AAA';
    -- $58 million class A-3 at 'A+';
    -- $16.1 million class A-4 at 'A';
    -- $16.1 million class B-1 at 'A-';
    -- $25.8 million class B-2 at 'BBB';
    -- $12.9 million class B-3 at 'BBB-';
    -- $33.9 million class B-4 at 'BB+';
    -- $17.7 million class B-5 at 'BB'.

The $9.7 million class B-7 and $3.2 million class B-8 certificates
remain at 'CC' and 'D', respectively.  The balances of the classes
B-9 and C certificates have been reduced to zero due to realized
losses.

The upgrade of class A-2 is due to the increase in subordination
levels resulting from loan payoffs, amortization, and defeasance.  
As of the July 2005 distribution date, the pool has paid down
13.6% to $1.11 billion from $1.29 billion at issuance.  In
addition, 15 loans (14.2%) have defeased, including three of the
top 10 loans.

The downgrade to class B-6 reflects the expected losses on the
specially serviced loans.

Six assets (3.6%) are currently in special servicing: two real
estate owned properties (0.9%), one 90-day delinquent loan
(0.02%), and three loans that are current (2.7%).  The larger REO
asset (0.8%) is an office property located in Austin, TX.  A sales
contract is currently being negotiated and a sale of the property
is expected by the end of September 2005.  Sizable losses are
expected upon disposition of this asset.  Losses are also expected
on the other REO asset, as well as on the 90-day delinquent loan.  
The three specially serviced loans that are current are pending
return to the master servicer.

KeyBank Real Estate Capital, as master servicer, collected year-
end 2004 financials for 92.4% of the transaction, excluding loans
that have defeased.  Among those properties that reported, the
weighted average debt service coverage ratio improved to 1.56
times (x) from 1.50x at issuance for the same loans.

In addition, Fitch reviewed the credit assessments of the 437
Madison Avenue loan (7.6%) and the Hercules Plaza loan (4%).  The
Fitch stressed DSCR for each loan is calculated using Fitch
adjusted net cash flow divided by a Fitch stressed debt service
payment.  Based on their improved performance, both loans maintain
investment grade credit assessments.

The 437 Madison Avenue loan is secured by a 782,921-square foot
office property in midtown Manhattan.  The Fitch stressed DSCR for
the loan remains strong at 2.01x for year-end 2004 compared to
1.65x at issuance. The property is currently 98.8% occupied.

The Hercules Plaza loan is secured by a 532,974-sf single-tenant
office property in Wilmington, DE.  The Fitch stressed DSCR for
the loan remains strong at 2.28x for year-end 2004 compared to
1.95x at issuance.  The property is 100% leased to Hercules, Inc.,
which leases a portion of the space to additional tenants.


DPAC TECH: Posts $905,059 Net Loss in First Quarter 2005
--------------------------------------------------------
DPAC Technologies Corp. (Nasdaq:DPAC), a technology company that
provides embedded wireless networking and connectivity products,
reported results for its first quarter of fiscal year 2006, ended
May 31, 2005.  For comparative purposes the Company has
reclassified certain financial information appearing in this press
release as it relates to information for the quarter ended May 31,
2004 to present the memory stacking product line and the
industrial, defense and aerospace product line as discontinued
operations.

                        Operating Results

For the first fiscal quarter, net sales from continuing operations
were $264,000 compared to net sales of $401,000 for the first
quarter of the previous year.  The current year net sales
consisted of $256,000 of Airborne product shipments and $8,000 of
revenues derived from engineering contracts, as compared to the
previous year's first quarter, which consisted of $253,000 of
Airborne product shipments and $148,000 of revenues derived from
engineering development contracts.  

The Company's first quarter 2005 net loss totaled $905,059,
compared to a $2.4 million net loss for the first quarter 2004.
Selling and marketing expenses of $370,000 for the current year
decreased by $125,000 from the prior year's first quarter,
primarily due to reduced spending on marketing activities.  The
Company incurred a higher level of spending on marketing
initiatives during the first quarter of fiscal year 2005 related
to launching the Airborne wireless product line.

Discontinued operations in the first quarter realized a gain of
$278,000, as compared to a loss of $956,000 for the previous
year's first quarter.  The current year gain resulted primarily
from royalties earned under a license for the sale and manufacture
of IDA products and the subleasing of vacated manufacturing space,
resulting in the reduction of the associated restructuring
accrual.

                     Balance Sheet Summary

At May 31, 2005, DPAC had total assets of $2.8 million, including
cash and cash equivalents of $1.3 million.  This compares to total
assets of $4.1 million at Feb. 28, 2005, which included
$2.7 million in cash and cash equivalents and $164,000 of assets
related to discontinued operations.  Working capital at May 31,
2005 was $423,000 compared to $1.5 million at February 28, 2005.

"The decline in our first quarter revenues was disappointing," Kim
Early, DPAC's Chief Executive Officer, said.  "It was caused
primarily by delays in new product launches from our customer
base.  However, our backlog of customer orders increased to
approximately $1 million at the end of the first quarter and has
subsequently further increased to approximately $1.5 million
during the course of our second quarter."

Mr. Early continued, "The first quarter revenue performance places
additional strain on our limited financial resources.  We continue
to work on securing the necessary financing to close the
previously announced stock for stock acquisition of QuaTech, Inc.
We are also exploring financing arrangements to sustain the
company while we continue to work on the QuaTech transaction."

Located in Garden Grove, California, DPAC Technologies --
http://www.dpactech.com/-- provides embedded wireless networking  
and connectivity products for machine-to-machine communication
applications.  DPAC's wireless products are used by major OEMs in
the transportation, instrumentation and industrial control,
homeland security, medical diagnostics and logistics markets to
provide remote data collection and control.  

                        *     *     *

                      Going Concern Doubt

At Feb. 28, 2005, DPAC had total assets of $4.1 million, including
cash and cash equivalents of $2.7 million and assets related to
discontinued operations of $164,000.  This compares to total
assets of $13.1 million at February 29, 2004, with $4.5 million in
cash and cash equivalents and $3.0 million of assets related to
discontinued operations.  Working capital at February 28, 2005 was
$1.5 million compared to $4.3 million at February 29, 2004.  As a
result of the recurring operating losses and anticipated need for
additional capital in the next twelve months, Moss Adams LLP, the
Company's independent registered public accounting firm, has
included a going-concern emphasis paragraph in its auditor's
report on the Company's year end financial statements.


ENRON CORP: Inks Pact Resolving Claims Related to Indian Mesa Sale
------------------------------------------------------------------
On Dec. 28, 2001, the U.S. Bankruptcy Court for the Southern
District of New York authorized a Purchase and Sale Agreement
between Enron Wind Development, LLC, certain of EWD's affiliates,
AEP Desert Sky GP, LLC, f/k/a AEP Indian Mesa GP, LLC, and AEP
Desert Sky LP, LLC, f/k/a AEP Indian Mesa LP, LLC, for the sale of
Indian Mesa I and Indian Mesa II Partnership Interests in certain
wind-powered energy generating facilities for $175 million.

EWD is the successor to Enron Wind Development Corp., a
subsidiary of Enron Corp.

Pursuant to the Sale Agreement, the Desert Sky Partners retained
$3.7 million in reserve for any unreimbursed curtailment of
energy that prevents the Facilities from delivering energy to a
power grid.

After discussions among EWD, the Desert Sky Partners and American
Electric Power Company, Inc., they negotiated a stipulation
resolving their rights and obligations under the Purchase and
Sale Agreement.

Under the Stipulation, the parties agree that:

    1. The Desert Sky Partners will pay EWD $3,800,091 plus per
       diem interest of $548, accruing from June 10, 2005, by wire
       transfer of immediately available funds without deduction,
       offset or counterclaim of any kind.

    2. The Settlement Payment represents the curtailment payments
       plus interest for 2002, 2003 and 2004 due under the Sale
       Agreement with respect to the Holdback, as well as the
       agreed curtailment payment for 2005, which would have been
       due in 2006.

    3. The Desert Sky Partners and AEP, on one hand, and EWD, on
       the other, will exchange mutual releases for all claims and
       causes of action relating to the Sale Agreement and the
       Holdback.

    4. The releases will not apply to these claims:

       AEP Claimant               Claim No.    Debtor Entity
       ------------               ---------    -------------
       AEP                           1810      Enron Corp.
       AEP/Central Power & Light     1811      Enron Corp.
       AEP/West Texas Utilities      1826      Enron Corp.
       AEP Energy Services, Inc.    13800      Enron Gas Liquids
       AEP Energy Services, Ltd.    13801      Enron Corp.
       AEP Service Corp.            13802      Enron Wind Systems
       Houston Pipe Line            13805      Enron Gas Liquids
       Houston Pipe Line            13806      Enron Methanol Co.
       Houston Pipe Line            13807      Enron Gas Liquids
       Houston Pipe Line            13808      Enron Corp.
       AEP Service Corp.            13812      EPMI
       AEP Service Corp.            13813      Enron Corp.
       AEP Service Corp.            13814      ENA
       AEP Energy Services          13815      ENA
       AEP Energy Services          13816      Enron Corp.
       AEP Energy Services          13817      EESI
       AEP Energy Services          13818      Enron Corp.

    5. The Stipulation will not release any claims that any of the
       AEP Parties may have against General Electric Company and
       its affiliates.

"[T]he Stipulation will allow EWD to capture the value of the
Sale Agreement for its estate, while avoiding the costs
associated with possible future litigation," Edward A. Smith,
Esq., at Cadwalader, Wickersham & Taft, in New York, states.

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.  (Enron Bankruptcy News, Issue No.
150; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON: Wants Court to Nix Teesside's Amended $21.8 Million Claim
----------------------------------------------------------------
As previously reported, Enron North America Corp., on May 21,
2004, objected to Claim No. 18105 filed by Enron Teesside
Operations Limited for GBP10,693,833.  The Claim was based on
a Financial Hedge Swap between ENA, as successor-in-interest
to Enron Capital & Trade Resources Corp., and ETOL dated
December 31, 1998.

                        ETOL's Amended Claim

On May 6, 2005, ETOL filed Claim No. 25265 against ENA for
$21,779,229 purporting to supercede and amend the Original Claim.

According to Barry J. Dichter, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, the Amended Claim is based on the same
breach of the Financial Swap and incorporates the Original Claim
by reference.

The Amended Claim revises the amount of the Claim by alleging
that the Original Claim amount as of the Bar Date in U.S.
currency was $15,244,059.  The Amended Claim further revises the
Original Claim based on information allegedly not available at
the time the Claim was filed.  ETOL alleges that the Revised
Original Claim, in U.S. currency, is $16,102,147.

The Amended Claim also asserts that additional amounts owed to
ETOL by ENA had continued to accrue under the Financial Swap
from November 30, 2002 through and including April 15, 2003.  
According to ETOL, the increase in Claim Amount, in U.S.
currency, is $5,677,082.

                  The Claims Must Be Disallowed

Mr. Dichter argues that:

   (a) The Amended Claim is time-barred pursuant to the Court's
       Bar Date Order;

   (b) The Amended Claim was filed in contravention of the
       Federal Rules of Bankruptcy Procedure because it was filed
       after ENA filed the Original Objection, without permission
       of the Court; and

   (c) ETOL cannot cure the defects of the Original Claim simply
       through the late filing of the Amended Claim.

ENA asks the U.S. Bankruptcy Court for the Southern District of
New York to apply Bankruptcy Rule 7015 and view the Original Claim
as the complaint in the contested matter and the Original
Objection as the answer.  Mr. Dichter maintains that the issue has
been joined by filing of the Original Objection.  

"A creditor should not be allowed to simply keep amending its
claims every time a defect is disclosed," Mr. Dichter asserts.  
"Allowing such amendments would create undue burdens on [the
Debtors]."

ENA asks Judge Gonzalez to disallow the Original and the Amended
Claims.

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.  (Enron Bankruptcy News, Issue No.
151; Bankruptcy Creditors' Service, Inc., 15/945-7000)


EXIDE TECH: Gordon Ulsh Acquires 90 Shares of Common Stock
----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Gordon A. Ulsh, President and CEO of Exide
Technologies, discloses that he indirectly acquired shares of
Exide Common Stock:

    Date of Transaction     Shares Acquired     Price Per Share
    -------------------     ---------------     ---------------
       06/10/2005                 15                  $4.71
       06/28/2005                 29                  $4.30
       06/29/2005                 46                  $4.44

Mr. Ulsh is now deemed to beneficially own 90 shares of Exide
Common Stock.

Headquartered in Princeton, New Jersey, Exide Technologies --   
http://www.exide.com/-- is the worldwide leading manufacturer and     
distributor of lead acid batteries and other related electrical  
energy storage products.  The Company filed for chapter 11  
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).  
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &  
Ellis, represent the Debtors in their restructuring efforts.  
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On  
April 14, 2002, the Debtors listed $2,073,238,000 in assets and  
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 70;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

                        *     *     *  

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

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


FEDERAL-MOGUL: Wants to Expand Scope of E&Y's Engagement
--------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to modify the scope
of employment of Ernst & Young LLP to include certain additional
services:

    (1) Auditing and reporting services on the financial
        statements and supplemental schedules of the:

        a. Federal-Mogul Corporation Employee Investment Program
           and the Federal-Mogul Corporation 40l(k) Investment
           Program for the year ended December 31, 2004; and

        b. Federal-Mogul Corporation Salaried Employees'
           Investment Program for the year ended December 31,
           2004.

        Ernst & Young's fees relating to the 401(k) Investment
        Program will be for $44,000 plus expenses, and $5,000 plus
        expenses for services in connection with the Salaried
        Employees' Investment Program;

    (2) Auditing and reporting services:

        a. with respect to the consolidated financial statements
           of Federal-Mogul Corporation for the year ending
           December 31, 2005; and

        b. on the assertion made by Federal-Mogul Corporation's
           management about the effectiveness of Federal-Mogul
           Corporation's internal control over financial reporting
           as of December 31, 2005.

        Ernst & Young's estimated fees with respect to Federal-
        Mogul's financial statements ending December 31, 2005, is
        $1,574,000 plus expenses.

        The firm's fees relating to the effectiveness of Federal-
        Mogul Corporation's internal control over financial
        reporting as of December 31, 2005, are estimated to be
        $1,484,000 plus expenses; and

    (3) Reporting on the consolidated financial statements of
        Federal-Mogul Products, Inc., Federal-Mogul Ignition
        Company, and Federal-Mogul Powertrain, Inc., for the year
        ending December 31, 2005, and auditing and reporting
        services on the financial statements of Federal-Mogul
        Piston Rings, Inc., for the year ending December 31, 2005.

        Ernst & Young will receive flat fees aggregating $173,000,
        which amount is equal to the one charged by Ernst & Young
        for the performance of those identical services for
        calendar year 2004.

Mr. Gasparovic believes that the fees to be charged by Ernst &
Young for these services are reasonable for an enterprise of the
Debtors' size and complexity.

Ernst & Young Partner Kevin F. Asher assures Judge Lyons that the
firm and its principals and management do not represent or hold
any material adverse interest to the Debtors or their estates
with respect to the matters on which the firm is to be employed,
and continues to be disinterested.

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)


GENOA HEALTHCARE: S&P Junks Proposed $50 Million Sr. Secured Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
ratings and recovery ratings of '3' to Genoa Healthcare Group
LLC's proposed $90 million senior secured first-lien credit
facility due in 2012 and $20 million revolving credit facility due
in 2010, indicating the expectation for a meaningful recovery of
principal (50%-80%) in the event of a payment default.

In addition, a 'CCC+' debt rating and recovery rating of '5' were
assigned to the company's proposed $50 million senior secured
second-lien term loan due in 2013, indicating the expectation for
a negligible recovery of principal (0%-25%) in the event of a
payment default.

At the same time, Standard & Poor's assigned its 'B' corporate
credit rating to the Tampa, Florida-based nursing home operator.
The outlook is stable.

The bank loan ratings are based on preliminary documentation.  The
company will use the proceeds from the senior secured loans to
refinance existing debt and pay a $120 million dividend to its
owners.   Pro forma for the bank loan transaction, outstanding
debt will be $140 million.

The low speculative-grade ratings on Genoa reflect:

    * the risks associated with the company's concentration in one
      state (Florida),

    * its exposure to uncertain third-party reimbursement, and

    * an aggressive financial policy.

"The stable outlook reflects the likelihood that Genoa's financial
profile will remain consistent with the rating for the next two
years, given concerns about reimbursement and the company's more
aggressive financial policy," said Standard & Poor's credit
analyst David P. Peknay.  "If operating performance does not
achieve expected results, if the company becomes even more
financially aggressive, or if there are significant reimbursement
cuts, the outlook could be revised to negative," Mr. Peknay added.
Due to the industry challenges that this highly-leveraged nursing
home company will continue to face, Standard & Poor's does not
believe that a positive outlook is likely for the foreseeable
future.


GLASS GROUP: Hires Pepper Hamilton as Special Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
The Glass Group, Inc., permission to employ Pepper Hamilton LLP
as its special labor and employment counsel, nunc pro tunc to
June 20, 2005.

Pepper Hamilton is a multi-practice law firm with 400 lawyers in
10 offices.  The firm provides corporate, litigation and
regulatory legal services to leading businesses, governmental
entities, nonprofit organizations and individuals throughout the
nation and the world.  

In this engagement, Pepper Hamilton will:

    a) advise and represent the Debtor in matters pertaining to
       all aspects of labor and employment law and related
       matters, including collective bargaining negotiations,
       employment and labor practices and policies, employment
       termination, and employee benefit plans, programs and
       arrangements sponsored by the Debtor;

    b) advise and represent the Debtor in connection with labor   
       and employment issues arising in the context of a sale,
       other disposition of the Debtor's assets and business or a
       plan of reorganization; and

    c) advise and represent the Debtor in the litigation or
       arbitration of labor and employment matters.

Pepper Hamilton's attorneys primarily responsible for the Debtor's
chapter 11 case and their hourly rates are:

       Professional         Designation       Hourly Rate
       ------------         -----------       -----------
       Jonathan Kane, Esq.    Partner            $445
       Frank Spada, Esq.      Partner             345
       James Thomas, Esq.     Associate           290

Pepper Hamilton assures the Court that it does not hold any
interest adverse to the Debtor or its estate.

Headquartered in Millville, New Jersey, The Glass Group, Inc.
-- http://www.theglassgroup.com/-- manufactures molded glass  
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


GLASS GROUP: Wants Plan Filing Period Extended Until Sept. 30
-------------------------------------------------------------
The Glass Group, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to extend the time within which it has the
exclusive right to file a plan of reorganization until Sept. 30,
2005.  The Debtor also asks the Court to extend its plan
solicitation period to Nov. 30, 2005.

The Debtor tells the Court that it has been unable to formulate a
plan of reorganization because it has focused its efforts on:

    a) stabilizing its operations;

    b) negotiating and obtaining a debtor-in-possession financing
       facility;

    c) implementing a formal post-petition marketing process for
       the sale of its assets and business that had resulted in
       the receipt of several letters of intent;

    d) completing and filing schedules and statements of financial  
       affairs;

    e) addressing a number of outstanding issues involving
       utilities, vendors, insurance providers and insurance
       premium financiers, including requests for adequate
       protection;

    f) commencing a claims administration process, including the
       establishment of a bar date and claims procedures and the
       distribution of claims bar date notices;

    g) establishing effective lines of communications with the
       committee and other parties in interest;

    h) addressing a variety of labor issues;

    i) meeting the reporting requirements of the U.S. trustee; and

    j) developing key initiatives to improve profitability
       including further cost cuts, enhanced pricing strategies
       and revised collection efforts.

The Debtor assures the court that the extension of the exclusive
periods will not harm its creditors or other parties in interest.
The extension, the Debtor adds, will give it more time to fully
explore which alternatives - the sale of its assets and business
or reorganization - will obtain maximum value for the Debtor's
estate.

Headquartered in Millville, New Jersey, The Glass Group, Inc.
-- http://www.theglassgroup.com/-- manufactures molded glass  
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


GRAMERCY REAL: Fitch Rates $49.5 Million Floating Rate Notes at BB
------------------------------------------------------------------
Fitch Ratings assigns these ratings to Gramercy Real Estate CDO
2005-1, Ltd. and Gramercy Real Estate CDO 2005-1 LLC:

    -- $513,000,000 class A-1 senior secured floating-rate term
       notes, due July 2035 'AAA';

    -- $57,000,000 class A-2 second priority floating-rate term
       notes, due July 2035 'AAA';

    -- $102,500,000 class B third priority floating-rate term
       notes, due July 2035 'AA';

    -- $47,000,000 class C fourth priority floating-rate term
       notes, due July 2035 'A+';

    -- $12,500,000 class D fifth priority floating-rate term
       notes, due July 2035 'A';

    -- $16,000,000 class E sixth priority floating-rate term
       notes, due July 2035'A-';

    -- $16,000,000 class F seventh priority floating-rate term
       notes, due July 2035 'BBB+';

    -- $18,500,000 class G eighth priority floating-rate term
       notes, due July 2035 'BBB';

    -- $28,000,000 class H ninth priority floating-rate term
       notes, due July 2035 'BBB-';

    -- $49,500,000 class J tenth priority floating-rate term
       notes, due July 2035 'BB';

    -- $35,000,000 class K eleventh priority floating-rate term
       notes, due July 2035 'B'.

GKK is a cash flow collateralized debt obligation managed by GKK
Manager LLC.

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

The ratings are based upon the credit quality of the underlying
assets, approximately 76.8% of which will be purchased by the
transaction's close, in addition to credit enhancement provided by
subordination, excess spread, and protections incorporated in the
structure.

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

GKK will have a five-year reinvestment period during which
collateral principal payments will be reinvested according to the
criteria outlined in the governing documents.

Gramercy Real Estate CDO 2005-1 is the first CDO managed by GKK
Manager, LLC.  Founded in 2004, GKK is a specialty finance company
focused on the origination of loans secured by commercial and
multifamily properties and the acquisition of net lease
properties.  The company is structured as a REIT and is externally
managed by GKKM, the collateral manager for Gramercy Real Estate
CDO 2005-1.  GKK is sponsored by SL Green, which owns 25% of the
company and 83% of GKKM.  GKK's core assets are direct
originations of whole loans, mortgage participations, and credit
tenant leases investments.  In addition, the company's investments
include mezzanine loans, preferred equity, and CMBS.  GKK's
current total assets under management amount to approximately $1.2
billion as of May 2005. Gramercy Real Estate CDO 2005-1, which is
GKK's first CDO transaction, will serve as a source of match-
funded, term financing for the company's investment portfolio.

Gramercy Real Estate CDO 2005-1, Ltd. is a Cayman Islands exempted
company.  Gramercy Real Estate CDO 2005-1, LLC. is a limited
liability Delaware corporation.


GRANT PRIDECO: Soliciting Consents to Amend 9% Senior Notes
-----------------------------------------------------------
Grant Prideco, Inc. (NYSE: GRP) commenced a cash tender offer and
consent solicitation to purchase for cash any and all of its
outstanding 9% Senior Notes due 2009.  The total consideration per
$1,000.00 principal amount of Notes validly tendered in the offer
on or prior to July 26, 2005, will be based on a fixed spread of
50 basis points over the yield to maturity on the Price
Determination Date of the 2-7/8% U.S. Treasury Note due Nov. 30,
2006.  In addition, holders whose Notes are validly tendered and
accepted for purchase, will receive accrued and unpaid interest up
to, but not including, the applicable payment date for the Notes.

The price determination date will be 2:00 p.m., New York City
time, on July 26, 2005, unless extended or otherwise modified.
Subject to satisfaction or waiver of the conditions of the offer
described below, the company expects to accept the Notes for
payment on July 27, 2005, as described in the Offer to Purchase
and Consent Solicitation statement dated July 13, 2005.

In connection with the offer, the Company is soliciting consent to
certain proposed amendments to eliminate substantially all of the
restrictive covenants in the indenture governing the Notes.
Holders who validly tender and do not withdraw their Notes on or
prior to the Consent Payment Deadline will receive a $30.00 per
$1,000.00 principal amount of Notes consent payment.  The consent
payment is included in and not in addition to the total
consideration described above.

The offer is scheduled to expire at 12:00 midnight, New York City
time, on Aug. 9, 2005, unless extended or earlier terminated.
Tenders of Notes may not be withdrawn and consent may not be
revoked after 5:00 p.m., New York City time, on July 26, 2005,
unless extended.

The offer is subject to satisfaction of certain conditions
including:

     (i) the receipt of valid and unrevoked tenders from holders
         of a majority in aggregate principal amount of Notes,

     (ii) execution of a supplemental indenture,

   (iii) receipt of sufficient proceeds from a debt financing to
         consummate the offer, and

    (iv) the general conditions as described in the Offer to
         Purchase.

Questions regarding the tender offer and the consent solicitation
may be directed to Banc of America Securities LLC, the exclusive
dealer manager and solicitation agent for the tender offer and
consent solicitation, at 888-292-0070 (U.S. toll-free) or 704-388-
9217 (collect).  This announcement is not an offer to purchase, a
solicitation of an offer to purchase or a solicitation of consent
with respect to any securities.  The offer is being made solely by
the Offer to Purchase.

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

                            *     *     *

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

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

In the longer term, performance is expected to benefit from the
more durable cash flow characteristics of the company's drillbit
operations that exhibit less margin volatility through the cycle
when compared with the company's drillstem products and tubular
technology segments.

The stable outlook is predicated on improved operating performance
and reduced financial leverage.  In addition, the current outlook
incorporates the expectation that the company will continue to
fund small acquisitions in a manner consistent with the company's
current financial profile.  Given the recent upgrade, further
positive rating actions do not appear likely.  Conversely, a
negative outlook revision could occur if operating performance
deviates substantially from expected parameters through the cycle,
or if management pursues a more sizable acquisition (which
Standard & Poor's views as an unlikely event in the near term)
that was funded in a manner that materially weakened the company's
current credit profile.


GREEN TEA: Expected Losses Cue Fitch to Cut Ratings on 8 Classes
----------------------------------------------------------------
Fitch Ratings has taken rating action on these Conseco/Green Tree
Home Equity and Home Improvement deals:

   Green Tree Home Improvement 1996-C

     -- Class HIB2 upgraded to 'CCC' from 'CC'.

   Green Tree Home Equity 1996-C

     -- Class HEM2 upgraded to 'AAA' from 'AA+';
     -- Class HEB1 upgraded to 'AA-' from 'A+';
     -- Class HEB2 remains at 'C'.

   Green Tree Home Improvement 1996-D

     -- Class HIB1 upgraded to 'AAA' from 'AA';
     -- Class HIB2 remains at 'C'.

   Green Tree Home Equity 1996-D

     -- Class HEM2 upgraded to 'AAA' from 'AA+';
     -- Class HEB1 upgraded to 'A+' from 'A';
     -- Class HEB2 remains at 'C'.

   Green Tree Home Improvement 1996-E

     -- Certificate remains at 'C'.

   Green Tree Home Improvement 1996-F

     -- Class HIB1 upgraded to 'AAA' from 'A'
     -- Class HIB2 remains at 'C'.

   Green Tree Home Equity 1996-F

     -- Class HEM2 upgraded to 'AAA' from 'AA+';
     -- Class HEB1 upgraded to 'AA' from 'A';
     -- Class HEB2 remains at 'C'.

   Green Tree Home Equity 1997-B

     -- Class M2 upgraded to 'AAA' from 'AA';
     -- Class B1 upgraded to 'A+' from 'BBB+';
     -- Class B2 remains at 'C'.

   Green Tree Home Improvement 1997-C

     -- Class HIB1 upgraded to 'AAA' from 'A';
     -- Class HIB2 remains at 'CC'.

   Green Tree Home Equity 1997-C

     -- Class HEM2 upgraded to 'AAA' from 'AA+';
     -- Class HEB1 upgraded 'A+' from 'BBB+';
     -- Class HEB2 remains at 'C'.

   Green Tree Home Improvement 1997-D

     -- Class HIM2 upgraded to 'AAA' from 'AA-';
     -- Class HIB1 upgraded to 'AAA' from 'A-';
     -- Class HIB2 remains at 'CC'.

   Green Tree Home Equity 1997-D

     -- Class HEM2 upgraded to 'AAA' from 'AA-';
     -- Class HEB1 upgraded to 'A-' from 'BBB+';
     -- Class HEB2 remains at 'CC'.

   Green Tree Home Improvement 1997-E

     -- Class HIB1 upgraded to 'AAA' from 'A-';
     -- Class HIB2 upgraded to 'CCC' from 'CC'.

   Green Tree Home Equity 1997-E

     -- Class HEM2 upgraded to 'AAA' from 'A+';
     -- Class HEB1 upgraded to 'BBB+' from 'BBB';
     -- Class HEB2 remains at 'C'.

   Green Tree Home Improvement 1998-B

     -- Class HIB1 upgraded to 'A+' from 'BBB+';
     -- Class HIB2 remains at 'C'.

   Green Tree Home Equity 1998-B

     -- Class HEM2 upgraded to 'AAA' from 'AA-';
     -- Class HEB1 upgraded to 'A+' from 'BBB+';
     -- Class HEB2 remains at 'CC'.

   Green Tree Home Equity 1998-C

     -- Class M2 upgraded to 'AAA' from 'AA-';
     -- Class B1 upgraded to 'A+' from 'BBB+';
     -- Class B2 remains at 'CC'.

   Green Tree Home Improvement 1998-E

     -- Class HIB1 upgraded to 'AAA' from 'BBB';
     -- Class HIB2 remains at 'CC'.

   Green Tree Home Equity 1998-E

     -- Class HEM1 upgraded to 'AAA' from 'AA+';
     -- Class HEM2 upgraded to 'AA' from 'A+';
     -- Class HEB remains at 'C'.
  
   Green Tree Home Equity 1999-A

     -- Class M2 upgraded to 'AA+' from 'A+';
     -- Class B1 upgraded to 'A' from 'BBB';
     -- Class B2 upgraded to 'BB' from 'B'.

   Green Tree Home Equity 1999-C

     -- Class M2 upgraded to 'AAA' from 'AA';
     -- Class B1 upgraded to 'A' from 'BBB';
     -- Class B2 remains at 'C'.

   Green Tree Home Equity 1999-D

     -- Class M1 upgraded to 'AAA' from 'AA';
     -- Class M2 upgraded to 'A+' from 'A';
     -- Class B1 downgraded to 'BB+' from 'BBB';
     -- Class B2 remains at 'C'.

   Green Tree Home Improvement 1999-E

     -- Class M2 upgraded to 'AAA' from 'A+';
     -- Class B1 upgraded to 'AAA' from 'BBB';
     -- Class B2 remains at 'C'.

   Conseco Home Equity 2000-C

     -- Class A affirmed at 'AAA';
     -- Class M1 upgraded to 'AA+' from 'AA';
     -- Class M2 upgraded to 'AA' from 'A';
     -- Class B1 upgraded to 'A+' from 'BBB+'.

   Conseco Home Improvement 2000-E

     -- Class A5 affirmed at 'AAA';
     -- Class M1 downgraded to 'AA-' from 'AA';
     -- Class M2 downgraded to 'BBB-' from 'A';
     -- Class B1 downgraded to 'BB' from 'BBB';
     -- Class B2 downgraded to 'CC' from 'BB'.

   Conseco Home Equity 2001-A group 1

     -- Class IA5 affirmed at 'AAA';
     -- Class IM1 affirmed at 'AA';
     -- Class IM2 affirmed at 'A';
     -- Class IB1 affirmed at 'BBB'.

   Conseco Home Equity 2001-A group 2

     -- Class IIM1 upgraded to 'AAA' from 'AA';
     -- Class IIM2 upgraded to 'AA' from 'A';
     -- Class IIB1 upgraded to 'A' from 'BBB'.

   Conseco Home Equity 2001-B group 1

     -- Classes IA1A, IA5 affirmed at 'AAA';
     -- Class IM1 affirmed at 'AA-';
     -- Class IM2 upgraded to 'A+' from 'A-';
     -- Class IB1 upgraded to 'BB+' from 'BB'.

   Conseco Home Equity 2001-B group 2

     -- Class IIM1 upgraded to 'AAA' from 'AA+';
     -- Class IIM2 upgraded to 'AA+' from 'A+';
     -- Class IIB1 upgraded to 'A+' from 'BBB+'.

   Conseco Home Equity 2001-B B2

     -- Class B-2 affirmed at 'BB'.

   Conseco Home Equity 2001-D

     -- Classes A4, A5 affirmed at 'AAA';
     -- Class M1 affirmed at 'AA';
     -- Class M2 downgraded to 'BBB' from 'A-';
     -- Class B1 downgraded to 'BB-' from 'BBB-';
     -- Class B2 downgraded to 'CCC' from 'BB-'.

   Conseco Home Equity 2002-B

     -- Class A3 affirmed at 'AAA';
     -- Class M1 affirmed at 'AA';
     -- Class M2 affirmed at 'A';
     -- Class B1 upgraded to 'BBB+' from 'BBB';
     -- Class B2 upgraded to 'BB+' from 'BB-'.

The upgrade rating actions, affecting approximately $693 million
of outstanding certificates, reflect a significant increase in
credit enhancement relative to expected losses.  When the most
subordinated classes (B-2) lost their support from the Conseco
Limited Guarantee fund in 2002, the year Conseco Finance Corp.  
filed for bankruptcy, many of these classes began to deteriorate.  
Fitch observed that a portion of the classes, particularly from
the older vintages (1996 and 1997) have recently been experiencing
principal recoveries these past few months, slightly improving the
deal performance.

The downgraded rating actions, affecting approximately $76
million, are taken due to concerns regarding adequacy of remaining
credit enhancement given expected losses.

Lastly, the affirmation rating actions, affecting approximately
$310 million, reflect credit enhancement consistent with future
loss expectations. The total dollar amount of all rated classes is
$1.35 trillion.

As was done with the Conseco/Green Tree Manufactured Housing
portfolio, when determining a credit rating for a particular bond
within Conseco's Home Equity and Home Improvement portfolio, Fitch
focused on the relationship between the 'base-case' or expected
loss and the 'break-case' loss or the amount of loss required to
cause the bond to default.

The projected losses that Fitch associates with the remaining
collateral balance generally ranges from 7% to 20% for the HE
portion of the portfolio, and 7% to 23% for the HI portion.  When
added to cumulative losses to date, which range between 4% and 7%
for the HE and 4% and 8% for the HI portfolio, the overall losses
that Fitch expects, as a percentage of the original collateral
balances, generally range from 6% to 13% for the HE and 4% to 10%
for the HI collateral.

The rating actions incorporate Fitch's analysis regarding
modification servicing practices used by Green Tree Servicing on
the Conseco/Green Tree HE and HI portfolios.  The modification
servicing practices include the use of loan deferrals, extensions,
forbearance, and rate modifications.

Fitch will continue to closely monitor these deals.  Greater
detail regarding delinquencies, losses, and credit enhancement is
available on Fitch Ratings web site at
http://www.fitchratings.com/


GSR MORTGAGE: S&P Lifts Low-B Ratings on Five Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 14
classes of residential mortgage pass-through certificates from
three series of GSR Mortgage Loan Trust transactions issued in
2003.  At the same time, ratings are affirmed on the remaining
classes from the same three series, as well as on classes from 19
other GSR Mortgage Loan Trust transactions.

The upgrades reflect the following:

    -- Increased credit support percentages provided by
       subordination;

    -- Excellent collateral pool performance; and
    
    -- At least two years of mortgage seasoning.

The increased credit support percentages are the result of
significant principal prepayments and the shifting interest
payment structure of the transactions.  Projected credit support
percentages are at least 1.9x the loss coverage levels associated
with the new ratings.  Furthermore, all series with raised ratings
have outstanding pool balances of less than 31.8% of their
original size.

Delinquencies in the series with the raised ratings ranged from
0.00% (series 2003-4F) to 0.70% (series 2003-3F), with the
majority of the delinquencies in the 90-plus days category coming
from series 2003-7F.  Cumulative realized losses, historically
low, were less than one basis point for the upgraded transactions.

The rating affirmations reflect actual and projected credit
enhancement percentages that are sufficient to support the current
ratings.  The mortgage pools backing the classes with the affirmed
ratings had total delinquencies ranging from 0.00% (for six
series) to 3.50% (series 2004-4).  Lastly, all series with
affirmed ratings have experienced low or no realized losses.

Credit support for the transactions is provided by a senior-
subordinate structure with cross-collateralization and shifting
interest features.  The collateral backing the certificates
originally consisted of 15- to 30-year prime fixed- and
adjustable-rate mortgage loans secured by one- to four-family
residential properties.
     
                            Ratings Raised
     
                        GSR Mortgage Loan Trust

                                            Rating
                                            ------
                   Series       Class     To     From
                   ------       -----     --     ----
                   2003-3F      B-1       AAA    AA+
                   2003-3F      B-2       AAA    A+
                   2003-3F      B-3       AA+    BBB+
                   2003-3F      B-4       A+     BB
                   2003-3F      B-5       BBB    B
                   2003-4F      B-1       AAA    AA
                   2003-4F      B-2       AA+    A
                   2003-4F      B-3       AA     BBB
                   2003-4F      B-4       A      BB
                   2003-4F      B-5       BB+    B
                   2003-7F      B-1       AA+    AA
                   2003-7F      B-2       AA-    A
                   2003-7F      B-3       BBB+   BBB
                   2003-7F      B-4       BB+    BB
     
                            Ratings Affirmed
     
                        GSR Mortgage Loan Trust
    Series       Class                                   Rating
    ------       -----                                   ------
    2003-2F      IA-1, IA-2, IA-3, IIA-2, IIA-3, IIA-4      AAA
    2003-2F      IIA-5, IIA-6, IIA-X, IIA-P, IIIA-1, A-X    AAA
    2003-3F      IA-1, IA-2, IA-4, IA-6, IIA-1, IIA-2       AAA
    2003-3F      IIIA-1, IIIA-2, IIIA-3, IIIA-6, IVA-1      AAA
    2003-3F      IVA-2, IVA-3, A-P, A-X1, A-X2              AAA
    2003-4F      IA-1, IA-2, IIA-3, IIA-4, IIA-5, IIIA-1    AAA
    2003-4F      IIIA-2, IIIA-3, IIIA-4, IVA-1, IVA-2       AAA
    2003-4F      VA-1, A-P1, A-P2, A-X1, A-X2               AAA
    2003-7F      IA-1, IA-2, IA-3, IA-4, IA-5, IIA-1        AAA
    2003-7F      IIA-2, IIA-3, IIA-4, IIA-5, IIIA-1         AAA
    2003-7F      IIIA-2, IIIA-3, IVA-1, IVA-2, VA-1, VA-2   AAA
    2003-7F      VA-3, VA-5, VIA-1, A-P, A-1X, A-X3, A-X4   AAA
    2003-7F      A-X5, A-X6                                 AAA
    2003-7F      B-5                                        B
    2003-9       A-1, A-2, A-3, X-1, X-2, X-3               AAA
    2003-9       B-1                                        AA
    2003-9       B-2                                        A
    2003-9       B-3                                        BBB
    2003-9       B-4                                        BB
    2003-9       B-5                                        B
    2003-10      1A1, 1A3, 1A4, 1A5, 1A6, 1A7, 1A8, 1A9     AAA
    2003-10      1A10, 1A11, 1A12, 2A1, 2A2, 3A1            AAA
    2003-10      B-1                                        AA
    2003-10      B-2                                        A
    2003-10      B-3                                        BBB
    2003-10      B-4                                        BB
    2003-10      B-5                                        B
    2003-13      1A1, 1A2                                   AAA
    2003-13      B-1                                        AA
    2003-13      B-2                                        A
    2003-13      B-3                                        BBB
    2003-13      B-4                                        BB
    2003-13      B-5                                        B
    2004-2F      IA-1, IA-2, IA-3, IA-4, IA-5, IA-6, IA-7   AAA
    2004-2F      IIA-1, IIA-2, IIA-3, IIA-4, IIA-6, IIIA-1  AAA
    2004-2F      IIIA-2, IIIA-3, IIIA-4, IIIA-6, IVA-1      AAA
    2004-2F      IVA-2, VA-1, VIA-1, VIIA-1, VIIA-2, A-P    AAA
    2004-2F      A-X, VIIIA-1, IXA-1, XA-1, XIA-1, XIIA-1   AAA
    2004-2F      XIIIA-1, XIVA-1                            AAA
    2004-2F      I-B1, II-B1                                AA
    2004-2F      I-B2, II-B2                                A
    2004-2F      I-B3, II-B3                                BBB
    2004-2F      I-B4, II-B4                                BB
    2004-2F      I-B5, II-B5                                B
    2004-3F      IA-1, IIA-1, IIA-2, IIA-3, IIA-4, IIA-5    AAA
    2004-3F      IIA-6, IIA-7, IIA-8, IIA-10, IIA-11        AAA
    2004-3F      IIA-12, IIIA-1, IIIA-2, IIIA-3, IIIA-4     AAA
    2004-3F      IIIA-6, IIIA-7, IIIA-8, A-P, A-X           AAA
    2004-3F      B-1                                        AA
    2004-3F      B-2                                        A
    2004-3F      B-3                                        BBB
    2004-3F      B-4                                        BB
    2004-3F      B-5                                        B
    2004-4       1A1, 2A1, 2A2, 2A3, 2A4, 2A5, 3A1, 3A2     AAA
    2004-4       3A3, 4A1                                   AAA
    2004-4       B-1                                        AA
    2004-4       B-2                                        A
    2004-4       B-3                                        BBB
    2004-4       B-4                                        BB
    2004-4       B-5                                        B
    2004-5       1A1, 1A2, 1A3, 1AX, 2A1, 2AX, 3A1, 3A2     AAA
    2004-5       3A3                                        AAA
    2004-5       B-1                                        AA
    2004-5       B-2                                        A
    2004-5       B-3                                        BBB
    2004-5       B-4                                        BB
    2004-5       B-5                                        B
    2004-6F      IA-1, IA-2, IA-3, IIA-1, IIA-2, IIA-3      AAA
    2004-6F      IIA-4, IIA-5, IIA-6, IIA-7, IIA-8, IIIA-1  AAA
    2004-6F      IIIA-2, IIIA-3, IIIA-4, IVA-1, VA-1, A-P   AAA
    2004-6F      A-X                                        AAA
    2004-6F      B-1                                        AA
    2004-6F      B-2                                        A
    2004-6F      B-3                                        BBB
    2004-6F      B-4                                        BB
    2004-6F      B-5                                        B
    2004-7       1A1, 1A2, 1A3, 2A1, 3A1, 4A1               AAA
    2004-7       B-1                                        AA
    2004-7       B-2                                        A
    2004-7       B-3                                        BBB
    2004-7       B-4                                        BB
    2004-7       B-5                                        B
    2004-8F      IA-1, IA-2, IIA-1, IIA-2, IIA-3, IIIA-1    AAA
    2004-8F      IIIA-2, IIIA-3, A-X                        AAA
    2004-8F      B-1                                        AA
    2004-8F      B-2                                        A
    2004-8F      B-3                                        BBB
    2004-8F      B-4                                        BB
    2004-8F      B-5                                        B
    2004-9       3A1                                        AAA
    2004-10F     1A1, 1A2, 1A3, 1A4, 1A5, 1A6, 1A7, 2A1     AAA
    2004-10F     2A2, 2A3, 2A4, 2A5, 3A1, 4A1, 5A1, 6A1     AAA
    2004-10F     7A1, 8A1, 8A2, 8A3, 9A1, A-X, A-P          AAA
    2004-10F     B-1                                        AA
    2004-10F     B-2                                        A
    2004-10F     B-3                                        BBB
    2004-10F     B-4                                        BB
    2004-10F     B-5                                        B
    2004-11      1A1, 1A2, 1AX, 2A1, 2AX1, 2A2, 2AX2, 2A3   AAA
    2004-11      3A1, 4A1, 5A1                              AAA
    2004-11      B-1                                        AA
    2004-11      B-2                                        A
    2004-11      B-3                                        BBB
    2004-11      B-4                                        BB
    2004-11      B-5                                        B
    2004-13F     1A1, 2A1, 2A2, 2A3, 3A1, 3A2, 3A3, 4A1     AAA
    2004-13F     4A2, A-X, A-P                              AAA
    2004-13F     B-1                                        AA
    2004-13F     B-2                                        A
    2004-13F     B-3                                        BBB
    2004-13F     B-4                                        BB
    2004-13F     B-5                                        B
    2004-14      1A1, 1AX, 2A1, 2AX, 3A1, 3A2, 3AX, 4A1     AAA
    2004-14      5A1, 5A2, 5AX                              AAA
    2004-14      1B-1, 2B-1                                 AA
    2004-14      1B-2, 2B-2                                 A
    2004-14      1B-3, 2B-3, 1B-X                           BBB
    2004-14      1B-4, 2B-4                                 BB
    2004-14      1B-5, 2B-5                                 B
    2004-15F     1A1, 1A2, 1A3, 1A4, 2A1, 2A2, 2A3, 2A4     AAA
    2004-15F     3A1, 3A2, 4A1, 5A1, 6A1, 7A1, 7A2, A-X     AAA
    2004-15F     A-P                                        AAA
    2004-15F     B-1                                        AA
    2004-15F     B-2                                        A
    2004-15F     B-3                                        BBB
    2004-15F     B-4                                        BB
    2004-15F     B-5                                        B
    2005-1F      1A1, 1A2, 1A3, 1A4, 1A5, 1A6, 1A7, 1A8     AAA
    2005-1F      1A9, 2A1, 2A2, 2A3, 3A1, 3A2, 3A3, 4A1     AAA
    2005-1F      4A2, A-X, A-P                              AAA
    2005-1F      B-1                                        AA
    2005-1F      B-2                                        A
    2005-1F      B-3                                        BBB
    2005-1F      B-4                                        BB
    2005-1F      B-5                                        B
    2005-AR1     1A1, 2A1, 3A1, 3A2, 4A1, 4A2               AAA
    2005-AR1     B-1                                        AA
    2005-AR1     B-2                                        A
    2005-AR1     B-3                                        BBB
    2005-AR1     B-4                                        BB
    2005-AR1     B-5                                        B


HIT ENTERTAINMENT: S&P Junks Proposed $172 Mil. Sr. Sub. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to HIT Entertainment Ltd. (the holding company) and
its U.S.-based operating subsidiary HIT Entertainment Inc.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and a recovery rating of '3' to HIT's $453 million credit
facilities.  The recovery rating of '3' indicates an expectation
of meaningful (50%-80%) recovery of principal in the event of a
payment default.  The proposed credit facility consists of a $77
million revolving credit facility due 2011 and a $376 million term
loan B due 2012.

A 'CCC+' rating was also assigned to HIT's proposed $172 million
senior subordinated notes due 2013.  The outlook is negative.  Pro
forma for the transaction, total debt outstanding at April 30,
2005, was $305 million.

"The ratings reflect HIT's significant content distribution risk
relating to its broadcast partners, and its narrow base of
operation, mature and competitive industry with limited internal
growth prospects, and aggressive financial policy," said Standard
& Poor's credit analyst Andy Liu.  These factors are only
partially offset by the company's strong brand properties.

HIT is a preschool children's programming and entertainment
company.  Its portfolio of properties includes Bob the Builder,
Thomas the Tank Engine, Barney the Dinosaur, Angelina Ballerina,
Pingu, Guiness World Records, and others.  The company's
programming is broadcast by the Public Broadcasting Service and
will start in the fall on Sprout, a digital-tier preschool
children's channel being launched by Comcast Corp. (BBB+/Stable/A-
2) (40% equity stake), HIT (30%), PBS (15%), and Sesame Workshop
(15%).

For the most part, HIT is not compensated by its broadcast
partners, but the broadcast of its programs generates demand for
home entertainment videos and license fees for toys sold by
outside entities responsible for the manufacturing process.  These
two revenue sources account for more than 85% of the company's
revenues.

Content distribution represents a significant risk for the
company.  Any adverse programming decision by a channel operator,
such as shifting program showtimes or reducing showings per week,
can have a material negative effect.  HIT's long-term contract
with PBS (covering Bob the Builder, Barney the Dinosaur, and
Thomas the Tank Engine) and the launch of Sprout should ensure the
continued distribution of the company's programs in the U.S., but
any changes in programming philosophy by broadcast partners could
still have a material impact on HIT.

The outlook is negative.  The company's revenues had been under
pressure because of the absence of Bob the Builder toys and
programs in the U.S.  Although Bob the Builder is now carried on
PBS and new toy lines soon will commence shipping, it is uncertain
that these actions will be sufficient to achieve a recovery.  If
the negative revenue trend continues and eventually pressures
liquidity, ratings could be lowered.  On the other hand, if these
operational changes are successful in reversing negative trends,
the outlook could be revised to stable, but we currently view this
as a longer term scenario.


HUNTSMAN LLC: Moody's Affirms $665 Million Term Loan B's B1 Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of:

   * Huntsman Corp. (Corporate Family Rating B1- Huntsman);

   * Huntsman LLC (Corporate Family Rating B1- HLLC);

   * Huntsman International Holdings LLC (Corporate Family
     Rating B1- HIH); and

   * Huntsman International LLC (Senior Unsecured B2- HI).  

The outlooks on these ratings have been changed to positive.

The action reflects the ongoing positive progress that Huntsman
has been making in its debt reduction efforts combined with recent
management efforts to simplify the corporate structure.  Huntsman
recently proposed to effect an all-stock merger of two of its
wholly owned subsidiaries, HLLC and HI in which it is contemplated
that HLLC would merge with and into HI, with HI being the
surviving entity and holding the combined assets and liabilities
of HI and HLLC.  The recently proposed merger follows the
successful initial public offering transaction for Huntsman
Corporation in February 2005.

The change to positive outlooks reflect the fact that Huntsman has
not only successfully executed its IPO but has also paid down some
$300 million of debt obligations with operating cash flow since
the IPO.  Moody's believes that, subject to improvements in cash
flow from operations, further material reductions in indebtedness
are likely over the next several years.  The rating incorporates
Moody's belief that management will avoid large debt financed
acquisitions to grow the group.

While the positive outlook incorporates strategic bolt-on
acquisitions they are not expected to be material or to delay the
expected improvement in credit metrics as debt is reduced.  
Moody's believes the Huntsman family will continue to have
effective control of the public corporation.

Ratings Affirmed:

Huntsman Corporation:

   a) Corporate Family Rating -- B1
   b) Outlook -- to Positive from Stable

Huntsman LLC:

   a) Guaranteed senior secured revolving credit facility, $350
      million due 2009 -- Ba3

   b) Guaranteed senior secured term loan B, $665 million due
      2010 -- B1

   c) Guaranteed senior secured notes, $296 million due 2010 -- B1

   d) Guaranteed senior unsecured notes, $198 million due
      2012 -- B2

   e) Guaranteed senior unsecured floating rate notes, $100
      million due 2011 -- B2

   f) Corporate Family Rating -- B1

   g) Outlook -- to Positive from Stable

Huntsman International Holdings LLC:

   a) Guaranteed senior secured revolving credit facility, $375
      million due 2008 -- Ba3*

   b) Guaranteed senior secured multi currency facility, $50
      million due 2008 -- Ba3*

   c) Guaranteed senior secured term loan B, $1,136 million
      due 2010 -- Ba3

   d) Corporate Family Rating -- B1

   e) Outlook -- to Positive from Stable

* These two facilities in combination total $375 million

Huntsman International LLC:

   a) Guaranteed senior secured revolving credit facility, $375
      million due 2008 -- Ba3*

   b) Guaranteed senior secured multi currency facility, $50
      million due 2008 -- Ba3*

   c) Guaranteed senior secured term loan B, $1,136 million
      due 2010 -- Ba3

   d) Guaranteed senior unsecured notes, $150 million
      due 2009 -- B2

   e) Guaranteed senior unsecured notes, $300 million
      due 2009 -- B2

   f) Guaranteed senior subordinated notes, $350 million
      due 2015 -- B3

   g) Guaranteed senior subordinated notes due 2009 -- B3

   h) Outlook -- to Positive from Stable

* These two facilities in combination total $375 million

The affirmation and change to positive outlooks reflect the effect
of both the IPO on the debt profile of the company, recent ongoing
debt reduction and the prospect of a permanent change in
Huntsman's financial policies which we believe include additional
debt reduction.  Total debt at the Huntsman level pro forma for
the IPO was reduced to approximately $5 billion from $6.2 billion.

The positive outlooks assume the strong likelihood for continued
debt reduction given the expected improvement in the operating
performance of the various entities.  This assumption is supported
by the group's recent strengthening business fundamentals.  
Moody's expects that total balance sheet debt may approach $4
billion by the end of 2006.  The positive outlooks assume that the
companies will benefit from the cyclical upside in the company's
key commodity markets over the next two years.  Moody's notes,
however, that the free cash flow generation of the group has been
relatively weak over the last several years.

Moody's believes that the companies, even after the IPO, remain
highly levered and the ratings and outlooks are based on the
expectation of material debt reduction over the next twelve
months.  If this debt reduction is slowed or if free cash flow to
total debt (adjusted for pensions and capitalized leases) were to
fall below 7% the ratings or outlooks could be pressured downward.

However, if free cash flow generation were to reach or exceed $800
million in 2006 and be used for debt reduction and this was
combined with ongoing positive industry fundamentals the ratings
would be positively pressured.

Moody's notes that for the time being Huntsman's principal
operating subsidiaries are currently financed separately from each
other and this will continue for some time even after the
currently planned merger is effected.  The debt instruments of
each such subsidiary limit Huntsman's ability to allocate cash
flow or resources from one subsidiary and its related group of
subsidiaries to another subsidiary group.  It is for this reason
Moody's will continue to rate these companies primarily on a
stand-alone basis.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products.  Huntsman's products are used in
a wide range of applications, including those in the:

   * adhesives,
   * aerospace,
   * automotive,
   * construction products,
   * durable and non-durable consumer products,
   * electronics,
   * medical,
   * packaging,
   * paints and coatings,
   * power generation,
   * refining, and
   * synthetic fiber industries.

Huntsman had revenues for the year ended December 31, 2004 of
$11.5 billion.


INTERSTATE BAKERIES: Wants Stay Lifted to Permit Set-Off with IRS
-----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri to lift
the automatic stay to permit the Internal Revenue Service to set
off certain of its prepetition tax refunds against certain
prepetition taxes owed by the Debtors.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that, per the 10-year carryback,
the Debtors are owed a $6,138,651 credit balance for the fiscal
year ending May 1994 that is to be applied to these fiscal years
or periods:

   1. Fiscal year ending May 2001 -- Carryback recapture due to
      reclassification of NOL and Specified Liability Loss
      balance due $45,855;

   2. Fiscal year ending May 2002 -- Carryback recapture due to
      reclassification of NOL and Specified Liability Loss
      balance due $3,071,569; and

   3. Fiscal Year ending May 2003 -- Carryback recapture due to
      reclassification of NOL and Specified Liability Loss
      balance due $3,021,227.

The credit balance and the balance due for all years are a result
of the loss carryback from the May 2004 fiscal tax year.

"[I]t is clear the IRS has a statutory right under non-bankruptcy
law to set off the tax refund as against the deficiencies,"  J.
Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Chicago, Illinois, asserts.  "It is equally clear that the refund
and the deficiencies arose prepetition and that mutually exists."

Mr. Ivester assures Judge Venters that there will be no adverse
impact to the Debtors concerning other funds that may be owing
and the set-off will extinguish a large claim against the
Debtors' Chapter 11 estate.

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

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


INTERSTATE BAKERIES: Court Okays Pact Resolving Kemper's Claim
--------------------------------------------------------------
Kemper Insurance Companies is composed of Lumbermens Mutual
Casualty Company, American Motorists Insurance Company, American
Manufacturers Insurance Company, American Protection Insurance
Company, NATLSCO, Inc., and certain affiliated or predecessor
entities.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that Kemper Insurance Companies
maintains numerous policies and programs of insurance, including
general liability, products liability, automobile liability,
automobile physical damage and workers compensation coverage, for
Interstate Bakeries Corporation and its debtor-affiliates'
benefit.

The Debtors and Kemper, Mr. Ivester reports, have entered certain
contracts, which contain, among other things, obligations for the
Debtors to indemnify Kemper for potential losses under the Kemper
Insurance Policies and to pay certain premiums and other fees,
taxes, assessments and expenses under the Insurance Contracts.  
The Contracts also contain provisions that require the Debtors to
obtain letters of credit naming Kemper as the beneficiary as
security for the Kemper Exposure.

The Debtors owe Kemper $12,189,318 for retroactive premium
adjustments and paid claim adjustments.

Mr. Ivester informs the Hon. Jerry W. Venters of the U.S.
Bankruptcy Court for the Western District of Missouri that the
Debtors previously caused L/Cs in the current aggregate amount of
$83,993,700 to support repayment of the Kemper Exposure, as well
as certain other fees and expenses under the Kemper Insurance
Policies and the Insurance Contracts.  Harris Bank, N.A., which
recently gave notice that it will not renew the L/Cs, issued some
of the Outstanding L/Cs.

Mr. Ivester discloses that JPMorgan Chase Bank, N.A., has
replaced certain of the expiring L/Cs pursuant to the April 25,
2002 Amended and Restated Credit Agreement and the January 24,
2005 Order Approving Consent Agreement to Replace Prepetition
Letters of Credit and Authorizing the Debtors to Pay Fronting
Fee.

According to Mr. Ivester, the Kemper Exposure is estimated to be
approximately $40,000,000 as of June 8, 2005, assuming payment of
the Premium Adjustment Amount.  Because the Kemper Exposure is
significantly less than the amount of the Outstanding L/Cs, the
Debtors wish to replace the remaining outstanding Harris L/Cs
with a replacement L/C to be issued under the provisions of the
Prepetition Credit Agreement and the January 24, 2005 L/C Order
in a reduced amount.

The Debtors further seek the Court's authority to establish
procedures for re-evaluating the Kemper Exposure on a periodic
basis to either further reduce the amount of L/Cs or issue
additional L/Cs in the event the Kemper Exposure is estimated to
increase in a given period.

The Debtors believe each re-evaluation of the Kemper Exposure
will result in a reduction of their contingent exposure for L/Cs
under the Prepetition Credit Agreement, as well as some interest
and other charges associated with the Outstanding L/Cs.

To resolve their disputes, the Debtors, Kemper and JPMorgan
stipulate and agree that:

   (a) JPMorgan will issue a Replacement L/C in an aggregate face
       amount equal to 115% of the Kemper Exposure less the
       aggregate amount of the Outstanding L/Cs other than the
       Harris L/Cs;

   (b) every six months, the Debtors and Kemper will (x) agree on
       the proper amount of the Kemper Exposure, and if not, (y)
       let the Court decide on the proper amount;

   (c) in the event the Kemper Exposure is determined to be
       greater than determined in the prior period, the Debtors
       will obtain an additional L/C from their DIP facility, in
       an amount sufficient so that the aggregate amount of the
       Kemper L/Cs are equal to 115% of the Kemper Exposure;

   (d) the Debtors will continue to pay worker's compensation
       claims that are covered by the Kemper Insurance Policies
       to reduce the amount of the Kemper Exposure.

   (e) Kemper's rights under the Stipulation will not be altered
       pursuant to a plan of reorganization; and

   (f) Kemper will be granted an administrative expense claim to
       the extent the Kemper Exposure is not satisfied by the
       L/Cs that support the Debtors obligations to Kemper.

At the Debtors' request, Judge Venters approves the Stipulation.

"Because the letters of credit are 'backed' by the Debtors'
secured prepetition revolving credit facility, the reduction of
the outstanding letter of credit amount will further improve the
Debtors' financial condition," Mr. Ivester maintains.

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

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


INTERSTATE BAKERIES: Taps Bundy as Equipment Broker
---------------------------------------------------
On June 15, 2005, Interstate Bakeries Corporation and its debtor-
affiliates engaged Russell T. Bundy Associates, Inc., to provide
them with asset disposition and consulting services with respect
to machinery and equipment in Florence, South Carolina.

Bundy, an Ohio Corporation, has the nation's largest selection of
used bakery equipment and used pans.  Bundy also purchases,
refurbishes and sells commercial bakery equipment, and acts as
broker for sales or purchases of these equipment.

The Debtors believe that Bundy will enable them to maximize and
derive value from their machinery and equipment towards a
successful reorganization.

By this application, the Debtors seek the U.S. Bankruptcy Court
for the Western District of Missouri's authority to employ Bundy
to provide asset disposition and brokering services with respect
to machinery and equipment in Miami, Florida, and Charlotte, North
Carolina.

As the Debtors' Equipment Broker, Bundy will:

   (a) provide a written valuation for the Assets;

   (b) develop, design and implement a marketing program for the
       sale of the Assets, provided however, Bundy will incur and
       be solely responsible for any costs or expenses associated
       with the marketing and advertising of the Assets;

   (c) coordinate and organize the bidding procedures and sales
       processes for the sale of the Assets, and where
       appropriate, use the Standard Bidding Procedures pursuant
       to the Court's December 14, 2004 order;

   (d) negotiate the terms of agreements with prospective
       purchasers;

   (e) conduct auctions, if necessary;

   (f) report to the Debtors regarding the status of the
       marketing and sale  of the Assets on a periodic, as
       requested basis;

   (g) coordinate equipment removal from plant premises,
       including coordination of the work of work crews removing
       purchased equipment;

   (h) arrange the loading and shipment of items of sold bakery
       equipment to customer-directed locations where requested;

   (i) participate, attend, and testify at, where appropriate,
       all Court hearings where approval is sought for any
       transaction involving the Assets; and

   (j) if requested, attend meetings with the Official Committee
       of Unsecured Creditors or provide information requested in
       connection therewith.

The Debtors will pay Bundy for its services according to these
terms:

   (i) Bundy will be receive 25% of the cumulative gross proceeds
       from the sale of any Asset -- M&E Gross Proceeds --
       without further Court order;

  (ii) To the extent that as part of a sale of substantially all
       of the Debtors' assets, any M&E Assets are included in the
       sale, the Debtors and Bundy will agree on a valuation of
       the M&E Assets included in the sale, which amount will be
       deemed to be the M&E Gross Proceeds; and

(iii) (x) If an entire bakery is sold with all equipment in
       place, (y) if an entire bakery equipment line is sold to a
       third party, or (z) if equipment is valued more than
       $500,000 from one location to one end user, then depending
       on the time and effort expended, a lower commission
       percentage will be negotiated between the sale parties.

Kirk A. Lang, Bundy's Vice President of Operations, assures Judge
Venters that the firm:

    -- does not have any connection with the Debtors, their
       creditors, or any other party-in-interest;

    -- is a "disinterested person," as defined under Section
       101(14) of the Bankruptcy Code, as modified by Section
       1107(b); and

    -- does not hold or represent an interest materially adverse
       to the Debtors' and their estates.

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

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


INTERMET CORP: Court Denies Request for Financing Commitment
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
denied INTERMET Corporation's (INMTQ:PK) request to enter into an
equity financing commitment letter, and to pay the fees and
expenses and to furnish related indemnities provided for in the
commitment letter.  The Court gave INTERMET the right to resubmit
the motion at a later time.  

As reported in the Troubled Company Reporter on June 27, 2005, the
Debtor delivered a proposed Plan of Reorganization to the
Bankruptcy Court and entered into a commitment letter with R2
Investments, LDC, and Stanfield Capital Partners, LLC, to
underwrite an equity investment into INTERMET in the amount of
$75 million, subject to certain terms and conditions.

The proposed Plan of Reorganization provides for full payment of
administrative claims, tax claims, claims pursuant to INTERMET's
debtor-in- possession credit agreement, U.S. Trustee fees,
consignment claims and claims of certain secured pre-petition
creditors.  Payment for these claims will be funded by an exit
credit facility that INTERMET is currently negotiating and a new
$75 million equity investment pursuant to the Plan of
Reorganization.

Under the Plan of Reorganization, unsecured creditors may either
elect to receive shares of stock in the reorganized INTERMET in
exchange for their claims or they may elect to receive cash.
Reorganized INTERMET will provide 2.5 million shares of common
stock to unsecured creditors in exchange for their claims.
Unsecured creditors who elect to receive shares of stock in the
reorganized INTERMET will also receive the opportunity to purchase
up to 7.5 million additional shares of stock through the private
rights offering at a price of $10 per share.  To the extent that
the full $75 million is not subscribed for pursuant to the private
rights offering, R2 and Stanfield have agreed pursuant to the
commitment letter to purchase the shares of stock not otherwise
purchased in the private rights offering.  Under the proposed Plan
of Reorganization, all pre-petition equity interests of INTERMET
Corporation will be canceled.

The Court reiterated that the Disclosure Statement hearing would
go forward as scheduled on Aug. 9, 2005.  That hearing is the next
step in the process to confirm the Plan of Reorganization filed on
June 24, 2005.

INTERMET said it continues to work toward confirmation of its Plan
of Reorganization that will permit the company to exit from
Chapter 11.

Headquartered in Troy, Michigan, Intermet Corporation --  
http://www.intermet.com/-- provides machining and tooling   
services for the automotive and industrial markets specializing
in the design and manufacture of highly engineered, cast
automotive components for the global light truck, passenger car,
light vehicle and heavy-duty vehicle markets.  Intermet, along
with its debtor-affiliates, filed for chapter 11 protection on
Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through
04-67614).  Salvatore A. Barbatano, Esq., at Foley & Lardner LLP
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed $735,821,000 in total assets
and $592,816,000 in total debts.


IPSCO INC: Improved Financial Profile Cues S&P to Up Rating to BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit and senior unsecured debt rating on IPSCO Inc. to 'BB+'
from 'BB'.  The outlook is currently stable.

"The ratings revision stems from IPSCO's much improved financial
risk profile, which counterbalances the company's limited
diversity and exposure to volatile industry conditions in the
North American steel market," said Standard & Poor's credit
analyst Donald Marleau.  "The company has realized remarkable
benefits from the combination of increasing output and sharply
higher prices in the past 18 months, but it remains exposed to
large swings in North American steel product prices and scrap
steel input costs," Mr. Marleau added.

Steel market conditions are expected to moderate through 2006, but
IPSCO should continue generating financial results that are very
strong for the rating, as demand and prices remain robust, scrap
input costs drop, and the company generates solid shipments.
Notwithstanding a share repurchase program and higher common
dividends, Standard & Poor's expects that IPSCO will be net debt
free before the end of 2005.  Although the North American steel
industry remains highly cyclical and exposed to an inevitable
downturn, IPSCO has significantly lowered its financial risk in
the past year.

The outlook is stable.  Standard & Poor's expects that IPSCO will
maintain an investment-grade financial profile to offset its
limited diversity and exposure to the unstable business conditions
of the North American steel and scrap markets.  Recent market
strength, the company's increased output, and much-improved
capital structure have contributed to exceptional financial
performance, but an upward revision of the rating would require
the company to demonstrate its ability to manage steel and scrap
market volatility, while maintaining modest financial risk.
Conversely, a dislocation of the historical relationship between
steel prices and scrap steel inputs would negatively affect
IPSCO's cash flow, and could exert pressure on the rating.


KMART CORP: Schuldiner's $90M Claim Modified as Non-Priority Claim
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 28, 2005,
Stan Schuldiner asserts claims against Kmart Corporation arising
from five prepetition personal injury lawsuits.

In November 2004, Mr. Schuldiner sought a declaratory judgment
that his claims were not discharged under Kmart's confirmed
Chapter 11 Plan.  On December 16, 2004, the U.S. Bankruptcy Court
for the Northern District of Illinois entered an order setting
February 16, 2005, as the deadline for Mr. Schuldiner to file a
claim.

On Feb. 17, 2005, Mr. Schuldiner filed Claim No. 57812, a
90,000,000 unsecured, priority claim asserting personal injury and
breach of contract damage claims.

Because claims for prepetition personal injury and breach of
contract do not fall into any of the categories stated in Section
507 of the Bankruptcy Code, Kmart objects to Claim No. 57812 and
asks Judge Sonderby to reclassify the Claim as a non-priority
unsecured claim.

Kmart also objects to the allowability, priority, and quantum of
Claim No. 57812.  Kmart asks the Bankruptcy Court to modify the
discharge injunction to allow for the resolution of the Claim in
the Federal Action.

         Kmart Objects to Schuldiner's Belated Request

Stan Schuldiner sought authority to commence a new lawsuit in
California against Kmart Corporation, arising from the same tort
actions which form the basis for his pending claims, simply
because he and his new therapist now reside in California.

Kmart objects to this belated and baseless request, William J.
Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman &
Nagelberg LLC, in Chicago, Illinois, tells the Court.

Since 1992, Mr. Schuldiner has commenced five prepetition personal
injury lawsuits against Kmart in either the U.S. District Court
for the Eastern District of Pennsylvania and the Pennsylvania
Court of Common Pleas.  Mr. Barrett says the State Actions were
resolved in Kmart's favor through the grant of summary judgment.  
Kmart has also agreed to allow the Federal Actions, which have
been pending since 1994, to be resolved by the Pennsylvania
federal court, where discovery had been commenced and defense
counsel for Kmart had been engaged.

Mr. Barrett contends that the fact that Mr. Schuldiner and his
therapist now reside in California should not permit him to "move
that action" to California, nor does it constitute grounds for
relief from the injunction provisions of Kmart's confirmed plan,
which preclude the commencement of any new litigation on account
of prepetition unsecured claims.

Similarly, Kmart objects to Mr. Schuldiner's alternative request
that the Bankruptcy Court liquidate his Claim.  The Pennsylvania
federal court is well versed in this matter, and discovery is in
process there.   Putting aside Section 157 of the Judiciary
Procedures Code, the jurisdictional bar that the Court would face
in attempting to adjudicate a prepetition personal injury claim,
Mr. Barrett maintains that it simply makes no sense to have any
court, other than the Pennsylvania federal court, hear and resolve
the matter.

                          *     *     *

Judge Sonderby reclassifies Mr. Schuldiner's Claim No. 57812 as a
non-priority general unsecured claim.  The Plan Injunction is
modified to allow the liquidation of the Schuldiner Claim to
proceed in a non-bankruptcy forum.

Judge Sonderby rules that Kmart reserves all rights to continue to
challenge in this forum both:

   (a) the classification of any allowed claim; and

   (b) whether component parts of the claim, if allowed, would
       otherwise be permissible under Bankruptcy Law.

Kmart further reserves all of its rights with respect to the
litigation currently pending in the Pennsylvania District Court,
including but not limited to, its right to file a motion to
dismiss or motion for summary judgment in the Federal Litigation.

The Plan Injunction will remain in effect with respect to any and
all actions by Mr. Schuldiner to execute on any final judgment or
settlement against Kmart or any of its property.

Judge Sonderby clarifies that the Order is without prejudice to
Kmart's right to further object to the Schuldiner Claim.

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: Cydcor Wants Litigation Claims Obj. Deadline Ended
--------------------------------------------------------------
Bruce E. Lithgow, Esq., at Bell, Boyd & Lloyd LLC, in Chicago,
Illinois, relates that Cydcor Limited timely filed Claim No.
40185 for $3,307,786 on account of a valid prepetition debt owed
by Kmart Corporation.  Cydcor has since filed an amended proof of
claim -- Claim No. 57655 -- to reduce the amount to $3,269,888,
comprising of two components due for Cydcor's solicitations on
Kmart's behalf:

   * $1,263,737 for solicitation of credit card applications; and

   * $2,006,151 for solicitation of "School Spirit" enrollment
     forms.

Mr. Lithgow tells Judge Sonderby that Kmart incorrectly asserts
that the Claim is the subject of pending litigation, making it
meritless.  In reality, the Claim has never been the subject of
litigation against Kmart and is genuinely grounded on a
prepetition debt owing from Kmart for prepetition services fully
performed by Cydcor.

Mr. Lithgow says the Objection rests entirely on the bare,
unsupported assertion that "Kmart believes that the [Cydcor claim]
ha[s] no merit and that Kmart has no liability for [it]."  This
bare assertion is insufficient to rebut Cydcor's properly filed
claim, Mr. Lithgow contends.

Thus, Cydcor asks the U.S. Bankruptcy Court for the Northern
District of Illinois to overrule the Objection in its entirety.

            Solicitation of Credit Card Applications

Mr. Lithgow explains that the unpaid amount due for the credit
card applications solicited on Kmart's behalf originally totaled
$1,301,635 as of Kmart's Petition Date, but, as the result of a
subsequent settlement between Cydcor and Capital One Bank in a
separate litigation, the amount due from Kmart has been reduced by
$37,898.

The terms of the agreement obligates Kmart to pay Cydcor $10 per
completed credit card application.  In accordance with the Cydcor
Agreement, Cydcor generated applications at the agreed rate and
mailed the applications directly to Capital One.  Each batch of
completed applications was labeled with a corresponding number of
applications in the batch.  If there were ever any discrepancies
between the label and the actual number of applications in the
batch, Capital One would correct it and send the correct number to
Cydcor.  Cydcor would then submit the correct number to Kmart
through an invoice, and Kmart would pay the invoice in full.

Capital One would have discovered any quality issues as it
processed the applications and brought Kmart's attention.  Cydcor
is unaware of any outstanding quality issues that had not been
resolved as of Kmart's Petition Date.

         Solicitation of School Spirit Enrollment Forms

Mr. Lithgow also notes that the $2,006,151 due from Kmart for the
"School Spirit" program was based on Kmart's agreement with
Cydcor in July 2001 to pay Cydcor $1 per completed enrollment form
up to a maximum of $2 million plus certain postage expenses, and a
subsequent agreement to pay $2 per enrollment form for a small
number of additional application after the original program was
completed.

When Kmart retained Cydcor to administer the School Spirit program
in July 2001, Kmart claimed a tight budget due to its unsuccessful
credit card program.  Therefore, it would be unable to pay Cydcor
for the program until February 2001.  As an accommodation to
Kmart, Cydcor agreed to these payment terms.

It was Cydcor's practice to train and require its representatives
to check every completed enrollment form to confirm that each
necessary field was completed.  As a result of its efforts on
Kmart's behalf, more than 2 million School Spirit enrollment forms
were completed in their entirety.  Cydcor submitted the completed
enrollment forms to Kmart in September 2001.

When Cydcor submitted its invoice and completed applications to
Kmart in September 2001, Kmart assured Cydcor that the invoice
would be paid in February 2002; Kmart expressed its appreciation
for Cydcor's efforts.  Kmart never suggested a deficiency of any
of the enrollment forms.  Before the payment date, Kmart filed for
bankruptcy protection and has not paid Cydcor anything for the
services it provided in administering the School Spirit program.

Cydcor billed Kmart $6,510,409 for the services it rendered during
the eight month period from April 2001 through November 2001.  Of
that amount, Kmart paid $3,202,623.  Kmart never even suggested
that the full amount would not be paid or that it was not due in
its entirety.

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)


LIFEPOINT HOSPITALS: Proposed Acquisitions Cue S&P's Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on non-urban
hospital chain operator LifePoint Hospitals Inc., including its
'BB' corporate credit ratings, on CreditWatch with negative
implications.

Brentwood, Tennessee-based LifePoint announced an agreement to
acquire five hospitals from HCA Inc. in a transaction valued at
about $285 million plus working capital.  The transaction is
expected to close in the fourth quarter of 2005.  This transaction
follows the April 2005 acquisition of Province Healthcare for $1.7
billion, and the July 2005 acquisition of 350-bed Danville
Regional Medical Center for $235 million.

"These transactions dramatically increase LifePoint's revenue
base, broaden its geographic presence, and diversify the combined
entity's portfolio of facilities.  However, we had expected that
once LifePoint completed the Province transaction, it would avoid
major acquisition activity for a reasonable period of time so it
could focus on integrating the Province hospitals, and on reducing
debt leverage to a level that would again be consistent with the
rating," said Standard & Poor's credit analyst David P. Peknay.

The Danville acquisition and the proposed acquisition of several
HCA facilities may introduce additional integration risk and could
signify more aggressive ongoing acquisition activity than was
anticipated.  Moreover, LifePoint will probably require debt
financing to complete this transaction.  Therefore, prospects that
LifePoint may again achieve a financial profile that would be
consistent with the current rating, given this more aggressive
activity, may be diminished. Standard & Poor's expects to review
with management its business strategy and financial plans relative
to its willingness and ability to restore its former credit
strength.


LONG BEACH: Fitch Assigns Low-B Ratings to 3 Certificate Classes
----------------------------------------------------------------
Long Beach Securities Corporation's asset-backed certificates,
series 2005-WL1, composed of three groups, are rated by Fitch
Ratings:

     - $2.07 billion classes I-A1, II-A1, II-A2, II-A3, II-A4   
       'AAA';

     - $147.53 million class I/II-M1 'AA+';

     - $139.18 million class I/II-M2 'AA';

     - $40.36 million class I/II-M3 'AA-';

     - $65.42 million class I/II M4 'A+';

     - $43.15 million class I/II-M5 'A';

     - $37.58 million class I/II-M6 'A-';

     - $41.75 million class I/II-M7 'BBB+';

     - $61.24 million classes I/II-M8, I/II-M9 'BBB';

     - $19.49 million class I/II-M10 'BBB-';

     - $65.42 million class I/II-B1, I/II-B2 'BB'.

     - $145.51 million classes III-A1, III-A2, III-A3 'AAA';

     - $11.85 million class III-M1 'AA+';

     - $3.61 million class III-M2 'AA';

     - $6.11 million class III-M3 'A+';

     - $2.78 million class III M4 'A';

     - $2.22 million class III-M5 'A-';

     - $1.85 million class III-M6 'BBB+';

     - $3.70 million class III-M7, III-M8 'BBB';

     - $1.39 million class III-M9 'BBB-';

     - $1.85 million class III-B1 'BB+';

     - $1.48 million class III-B2 'BB';

     - $1.30 million class III-B3 'B+'.

Groups I and II mortgage loans consist of fixed-rate and
adjustable-rate, first- and second-lien residential mortgage loans
with original terms to maturity of not more than 30 years.  Group
I mortgage loans have principal balances that conform to Fannie
Mae and Freddie Mac loan limits while the Group II loans have
principal balances that may or may not conform to Fannie Mae and
Freddie Mac loan limits.  Group III mortgage loans consist of
fixed-rate and adjustable-rate, fully amortizing, first-lien
residential mortgage loans with original terms to maturity of 40
years and with principal balances that may or may not conform to
Fannie Mae and Freddie Mac loan limits.

The 'AAA' rating on the Groups I and II senior certificates
reflects the 25.65% credit enhancement provided by the 5.30% class
I/II-M1, 5.00% class I/II-M2, 1.45% class I/II-M3, 2.35% class
I/II-M4, 1.55% class I/II-M5, 1.35% class I/II-M6, 1.50% class
I/II-M7, 1.20% class I/II-M8, 1.00% class I/II-M9, 0.70% class
I/II-M10, 1.00% class I/II-B1, 1.35% class I/II-B2, 0.95% class
I/II-B3, 0.45% class I/II-B4, as well as 0.50% over-
collateralization.

The 'AAA' rating on the Group III senior certificates reflects the
21.40% credit enhancement provided by the 6.40% class III-M1,
1.95% class III-M2, 3.30% class III-M3, 1.50% class III-M4, 1.20%
class III-M5, 1.00% class III-M6, 1.00% class III-M7, 1.00% class
III-M8, 0.75% class III-M9, 1.00% class III-B1, 0.80% class III-
B2, 0.70% class III-B3, as well as 0.80% OC.

Additionally, all classes have the benefit of monthly excess cash
flow to absorb losses.  The ratings also reflect the quality of
the mortgage collateral, strength of the legal and financial
structures, and Long Beach Mortgage Company's servicing
capabilities as master servicer.

As of the cut-off date, the Groups I and II mortgage loans have an
aggregate balance of $2,783,633,153.  The weighted average
mortgage rate is approximately 7.466% and the weighted average
remaining term to maturity is 355 months.  The average cut-off
date principal balance of the mortgage loans is $179,473. The
weighted average original loan-to-value is 82.89% and the weighted
average Fair, Isaac & Co. score is 613.  The properties are
primarily located in California (37.96%), Florida (7.78%) and
Illinois (5.55%).

As of the cut-off date, the Group III mortgage loans have an
aggregate balance of $185,125,837.  The weighted average mortgage
rate is approximately 7.150% and the weighted average remaining
term to maturity is 477 months.  The average cut-off date
principal balance of the mortgage loans is $316,996.  The weighted
average OLTV is 82.12% and the weighted average FICO score is 663.  
The properties are primarily located in California (65.68%), and
Florida (5.54%).

All of the mortgage loans were originated by Long Beach Mortgage
Company.  Long Beach Securities Corporation, a subsidiary of LBMC,
deposited the loans into the trust, which issued the certificates.  
For federal income tax purposes, one or more elections will be
made to treat the trust fund as a real estate mortgage investment
conduit.


LUCILLE FARMS: Losses & Deficit Trigger Going Concern Doubt
-----------------------------------------------------------
Mahoney Cohen & Company, CPA, P.C., expressed substantial doubt
about Lucille Farms, Inc.'s (NASDAQ:LUCY) ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal year ended March 31, 2005.  At March 31, 2005, the
Company has a loss from continuing operations of $3,269,000, cash
used in operating activities of $1,026,000 and a deficiency in
assets of $262,000.  

To try to remedy the situation, the Company has developed a
business plan designed to improve gross margins and reduce its
dependency on the spread allowed by the calculation of the milk
price.  The plan calls for various capital improvements that will
significantly reduce the cost of producing cheese and change the
type of whey produced by the Company to a highly profitable whey
protein concentrate for human and animal consumption.  The capital
improvements needed to achieve the business plan will require an
infusion of capital of approximately $8,000,000.  

Discussions are currently underway with:

   -- St. Albans Cooperative, the Company's milk supplier,
   -- the Vermont Economic Development Authority,
   -- the United States Department of Agriculture,
   -- the Franklyn County Economic Development Authority,
   -- the Village of Swanton, Vermont,
   -- UPS Business Credit, LLC, and
   -- LaSalle Business Credit, LLC

to structure a financing package that would provide a portion of
such financing as well as strengthen the Company's balance sheet.  
Also, the Company is having conversations with a potential joint
venture partner that would provide the necessary financing to
modify the Company's whey facility.  However, there can be no
assurance that such a financing package or joint venture will be
forthcoming.

                     Financial Results

Net loss for the quarter and year ended March 31, 2005 was
$(2,846,000) and $(3,269,220), respectively, compared to a profit
of $186,000 and $209,000, respectively, for the prior year.  The
Company had a negative gross profit of $(1,668,000) for the
quarter ended March 31, 2005, reflecting a continued and
exacerbated disconnect between the price of cheese and the price
of milk that started in the quarter ended December 31, 2004.

While the Company has made great strides over the past two years
in reducing its operating expenses and, through efficiencies,
bringing down its cost of producing a pound of cheese, consistent
profitability for the Company is dependent upon stability in the
price of block cheddar on the CME and the price of milk (the
principal ingredient and cost factor in the manufacture of
cheese).  

Generally, the price of milk for any particular month, is
computed, based on formulas determined by the United States
Department of Agriculture (USDA), by the National Agricultural
Statistical Service (NASS) after the end of the month by reference
to the average selling price of block cheddar cheese, barrel
cheddar cheese, butter, non-fat dry milk and whey.  Thus,
everything else being equal and there being stability in the price
of cheese, the price of milk will follow the price of cheese in an
orderly manner, the normal spread between the selling price of
cheese and the cost of milk will be maintained, and there will be
stability in the Company's gross profit margin.  However,
sometimes things are not equal.  For one thing, the market
information required by NASS to compile the price of milk is not
immediately available and takes time to collect.  

For this reason, the commodity prices used to calculate the milk
price is two weeks old when the NASS receives it at the end of a
particular month (i.e. it includes the commodity prices for two
weeks of the current month and two weeks of the prior month),
creating a "lag" between the data used for determining the selling
price of cheese for the month (the CME Block Market prices for the
month) and the data used for determining the cost of milk for the
month (based upon commodity prices for two weeks of the current
month and two weeks of the prior month).  Thus, if there is a
precipitous increase or decrease in the price of block cheddar
cheese during a given month, it may not be reflected in the
average selling price of block cheddar cheese utilized in
computing the price of milk for such month. In such event, there
is a disconnection between the average price of cheese for the
month and the cost of milk for the month.  In such case, the price
of milk does not increase or decrease as fast as the price of
cheese, and the Company's gross profit margin is affected
accordingly.  By virtue of the fact that the Company does not know
its cost of milk for the month until the following month and
customers are billed for cheese when its shipped to them during
the month, the Company cannot pass along to customers the changes
in the cost of milk.  As a consequence thereof, the Company's
gross profit margin for its product is subject to fluctuation,
which fluctuation, however slight, can have a significant effect
on profitability.  The decline of gross profit margin has affected
all cheese makers throughout the United States.

Lucille Farms, Inc., is engaged in the manufacturing, processing,
shredding and marketing of low moisture mozzarella cheese, pizza
cheese and square provolone, and the shredding of other cheese and
cheese blends.  The Company operates a USDA-approved production
plant in Swanton, Vermont and produces over 30 million pounds of
cheese each year.


LUCILLE FARMS: Lenders Waive Financial Covenant Defaults
--------------------------------------------------------
Lucille Farms, Inc. (NASDAQ:LUCY) received waivers for existing
defaults from its lenders on July 14, 2005.  At March 31, 2005,
the Company was in default of certain covenants under its
borrowing facility, for the test period ended March 31, 2005,
relating to, among other things, the maintenance of a Tangible Net
Worth of not less than $2,500,000, and the maintenance of a Fixed
Charge Coverage Ratio of not less than 1.00 x 1.00.  The waiver
amended these covenants to suspend the Company's compliance with:

  (a) the Tangible Net Worth Covenant for the test periods ended
      April 30, 2005, May 31, 2005 and June 30, 2005, and

  (b) the Fixed Charge Coverage test for the ten-month period
      ended April 30, 2005, the eleven-month period ending May 31,
      2005, and the twelve-month period ended June 30, 2005.

Also, the Company's borrowing facility with LaSalle Business
Credit, LLC, was amended to:

  (x) reduce the total borrowing facility to $9,200,000 from
      $11,000,000,

  (y) reduce the revolving loan to $5,500,000 from $7,000,000, and

  (z) reduce the capital expenditure loans to $700,000 from
      $1,000,000 and make it subject to various conditions
      precedent.

When the $11 million credit facility with LaSalle Business Credit,
LLC was put in place late last year, St. Albans Cooperative
Creamery, Inc., the Company's milk supplier, agreed to
subordinate to LaSalle a $1,500,000 outstanding trade account
payable due from the Company to St. Albans.  Pursuant to the terms
of the subordination, St. Albans may receive, so long as no
default exists with respect to the LaSalle borrowing facility (a)
a Basic Payment equal to regularly scheduled payments of interest
and principal, on a current basis, up to a maximum of $75,000 in
any fiscal year of the Company, and (b) commencing with the
Company's fiscal year ended March 31, 2006, a prepayment in an
amount equal to 10% of the Company's Excess Cash Flow for the
fiscal year, minus the amount of the Basic Payment made to St.
Albans during the fiscal year, and (c) if LaSalle elects to defer
all or a portion of its right to be paid 25% of the Company's
Excess Cash Flow for any fiscal year, St. Albans may receive an
additional payment not to exceed the Deferred Amount, provided,
however that the Company has Excess Availability of at least
$300,000.  Also, St. Albans may receive, toward the payment of the
trade account payable, 50% of the amount of new equity capital
raised by the Company in excess of $6 million.

Lucille Farms, Inc., is engaged in the manufacturing, processing,
shredding and marketing of low moisture mozzarella cheese, pizza
cheese and square provolone, and the shredding of other cheese and
cheese blends.  The Company operates a USDA-approved production
plant in Swanton, Vermont and produces over 30 million pounds of
cheese each year.


MAULDIN-DORFMEIER: Committee Taps Thomas Armstrong as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
gave the Official Committee of Unsecured Creditors of Mauldin-
Dorfmeier Construction, Inc., permission to employ Thomas H.
Armstrong, Esq., and his Firm as its counsel.

Mr. Armstrong will:

   1) advise and represent the Committee with respect to all
      matters and proceedings in the Debtor's chapter 11 cases;

   2) provide the Committee with legal services with regards to
      its powers and duties under the Bankruptcy Code;

   3) advise the Committee members with respect to their duties as
      fiduciaries to the Debtor's estate and other creditors;

   4) advise and represent the Committee with regards to motions
      and other developments in the Debtor's chapter 11 case; and

   5) perform all other legal services to the Committee with
      respect to other matters in connection with the Debtor's
      chapter 11 case.

Mr. Armstrong discloses that he charges $220 per hour for his
services.  

To the best of Committee Member Arthur Groppe's knowledge,
Mr. Armstrong and his Firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Fresno, Calif., Mauldin-Dorfmeier Construction,
Inc., provides construction services.  The Company is owned 50%
each by Patrick Mauldin and Alan Dorfmeier, who are president and
vice president, respectively.  The Company filed for chapter 11
protection on Feb. 29, 2005 (Bankr. E.D. Calif. Case No. 05-
11402).  Riley C. Walter, Esq., at Walter Law Group, represents
the Debtors in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated between $10
million to $50 million in assets and debts.


MAYTAG CORP: Whirlpool Enters $2.3B Competing Bid in Merger Battle
------------------------------------------------------------------
Whirlpool Corporation (NYSE:WHR) made a proposal to acquire Maytag
Corporation (NYSE: MYG) for $17 per Maytag share.  The total value
of the proposal represents a 21% premium over the price offered by
Triton Acquisition Holding in their current agreement with Maytag.  
This transaction is valued at $2.3 billion in cash and stock
(based on assumed debt of $969 million).  Whirlpool's proposal is
subject to the satisfactory completion of due diligence and
negotiation of a mutually acceptable definitive merger agreement.

Triton Acquisition, a private-equity consortium led by Ripplewood
Holdings offered to buy Maytag at $14 per share.  Qingdao Haier
Ltd., a Chinese company, and private-equity funds Blackstone Group
and Bain Capital, tendered a $16 per share all-cash proposal.  All
bidders would assume Maytag's $969 million in debt.

"This transaction will provide Maytag shareholders with superior
value compared to the current offer," said Jeff M. Fettig,
Whirlpool's chairman, president and CEO.  "Equally important, the
combination fits Whirlpool's strategy and capabilities, will
create strong value for our shareholders and provide direct
benefits to consumers and trade customers."

A copy of the Whirlpool's offer is available for free at:

        http://bankrupt.com/misc/WhirpoolMaytagOffer.doc

Whirlpool is being advised by:

    * Greenhill & Company,
    * Weil Gotshal & Manges, and
    * The Boston Consulting Group.

Whirlpool also announced that, based on its assessment of the
current environment, it continues to expect full-year 2005
earnings per share of $5.90 to $6.10, cash provided by operating
activities of approximately $860 million, and free cash flow in
the $250 to $300 million range.

Individuals who would like to participate in the Maytag proposal
conference call should call (877) 502-9274 and use confirmation
code 6451879.  International participants should call (913) 981-
5584 and use confirmation code 6451879.

Whirlpool Corporation is the world's leading manufacturer and
marketer of major home appliances, with annual sales of over $13
billion, 68,000 employees, and nearly 50 manufacturing and
technology research centers around the globe. The company markets
Whirlpool, KitchenAid, Brastemp, Bauknecht, Consul and other major
brand names to consumers in more than 170 countries.

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

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

                         *     *     *

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

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

The ratings downgraded are:

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

   * Issuer rating to Ba2 from Baa3,

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

The rating assigned:

   * Senior implied rating of Ba2.

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

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

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


MCDERMOTT INT'L: Subsidiary Offers to Buy $36.5 Mil. of Sr. Notes
-----------------------------------------------------------------
J. Ray McDermott, S.A., a subsidiary of McDermott International,
Inc. (NYSE:MDR), has commenced an offer to purchase at par up to
$36.5 million of J. Ray's $200 million 11% senior secured notes
due 2013.  The offer to purchase is being made in accordance with
the asset sale covenant contained in the indenture governing the
Notes.  J. Ray intends to use the remaining proceeds it obtained
from last year's sale of the Derrick Barge 60 marine vessel to
fund the purchase of properly tendered Notes.

J. Ray McDermott, S.A., designs, engineers, fabricates and
installs offshore drilling and production platforms and other
structures, modular facilities, marine pipelines and subsea
production systems.  The Company supplies worldwide services for
the offshore oil and gas exploration, production and hydrocarbon
processing industries, to other marine construction companies.

McDermott International, Inc. is a leading worldwide energy
services company.  The Company's subsidiaries provide engineering,
fabrication, installation, procurement, research, manufacturing,
environmental systems, project management and facility management
services to a variety of customers in the energy and power
industries, including the U.S. Department of Energy.

At Mar. 31, 2005, McDermott International, Inc.'s balance sheet
showed a $232,051,000 stockholders' deficit, compared to a
$261,443,000 deficit at Dec. 31, 2004.


MEDIA GROUP: Committee Wants to Examine Sonny Howard
----------------------------------------------------
The Official Committee of Unsecured Creditors appointed in The
Media Group Inc., and its debtor-affiliates' chapter 11 cases asks
the Hon. Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut, Bridgeport Division, for permission to
conduct an examination under Bankruptcy Rule 2004 of Sonny Howard.

The Committee wants to examine Mr. Howard in connection with:

   -- his role as the president and principal of the Debtors; and
   -- his own individual chapter 11 bankruptcy proceeding.

The Committee seeks to examine Mr. Howard about:

   (a) any loans Mr. Howard made to the Debtors;

   (b) compensation and payments received by Mr. Howard from the
       Debtors;

   (c) the Proof of Claim Mr. Howard has filed against the
       Debtors;

   (d) any ownership interests in the Dura-Lube Assets, either
       directly or indirectly by and through any entities like
       High Rev Products, LLC; and

   (e) other issues relating to the acts, conduct, property,
       liabilities and financial condition of the Debtors and
       Mr. Howard and of matters which may affect the
       administration of the estates.

Robert E. Kaelin, Esq., at Murtha Cullina LLP in Hartford,
Connecticut, tells the Court that the Committee wants Mr. Howard
to produce these documents:

   (a) copies of documents relating to, demonstrating or
       evidencing any loans made by Mr. Howard to the Debtors from
       1996 to the present;

   (b) copies of Mr. Howard's Tax Returns for the years 2000-2004;

   (c) copies of documents relating to, demonstrating or
       evidencing any payments or compensation Mr. Howard received
       from the Debtors from 1999 to the present;

   (d) copies of documents relating to, demonstrating or
       evidencing any payments or compensation Mr. Howard received
       from Dura-Lube Corporation or Dura Lube Corporation from
       1999 to the present;

   (e) copies of all Mr. Howard's bank statements, as well as
       copies of cancelled checks from Jan. 1, 1999 to the
       present;

   (f) copies of all correspondence between Mr. Howard and the
       Debtors from 1999 to the present;

   (g) copies of all documents supporting Mr. Howard's Proof of
       Claim filed against the Debtors.

Headquartered in Stamford, Connecticut, The Media Group Inc.,
distributes and markets automotive additives and general
merchandise.  The Company filed for chapter 11 protection on
July 9, 2004 (Bankr. D. Conn. Case No. 04-50845).  Douglas S.
Skalka, Esq., at Neubert Pepe and Monteith, represents the Debtors
in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $10,915,723 in total
assets and $14,743,552 in total debts.


METALFORMING TECH: Taps Proskauer Rose as Lead Bankruptcy Counsel
-----------------------------------------------------------------          
Metalforming Technologies, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Proskauer Rose LLP as their general bankruptcy counsel.

Proskauer Rose will:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession under chapter 11 and represent them
      at all hearings on matters pertaining to their affairs as
      debtors-in-possession;

   b) prosecute and defend litigated matters that may arise during
      the Debtors' chapter 11 cases and assist them in obtaining
      confirmation of a plan of reorganization, approval of a
      disclosure statement and in other related matters;

   c) counsel and represent the Debtors in connection with the
      assumption or rejection of executory contracts and leases,
      administration of claims and other bankruptcy-related
      matters arising from their chapter 11 cases;

   d) counsel the Debtors with respect to various corporate and
      litigation matters related to their chapter 11 cases,
      including employee, finance, real estate and tax matters;

   e) counsel the Debtors with respect to general corporate advice
      relating to their chapter 11 cases, including negotiating,
      structuring, documenting and closing business transaction;
      and

   f) perform all other legal services that are necessary for the
      efficient and economic administration of the Debtors'
      chapter 11 cases.

Michael E. Foreman, Esq., a Member at Proskauer Rose, discloses
that his Firm received a $210,334.14 retainer.  

Mr. Foreman reports Proskauer Rose's professionals bill:

      Designation             Hourly Rate
      -----------             -----------
      Partners                $525 - $750
      Senior Counsels         $465 - $625
      Associates              $250 - $475
      Paraprofessionals       $150 - $220

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

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates, filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  As of May 1, 2005, the Debtors
reported $108 million in total assets and $111 million in total
debts.


METALFORMING TECH: Wants to Hire Young Conaway as Local Counsel
---------------------------------------------------------------          
Metalforming Technologies, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Young Conaway Stargatt & Taylor, LLP as their bankruptcy
co-counsel.

Young Conaway will:

   a) provide legal advise with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of their businesses and management of their properties;

   b) prepare and pursue confirmation of one or more plans of
      reorganization and approval of the corresponding disclosure
      statements;

   c) prepare on behalf of the Debtors all necessary applications,
      motions, answers, orders, reports and other legal papers
      required in their chapter 11 cases;

   d) appear in Bankruptcy Court and protect the interests of the
      Debtors before that Court; and

   e) perform all other legal services for the Debtors that are
      necessary in their bankruptcy proceedings.

Robert S. Brady, a Partner at Young Conaway, discloses that his
Firm received a $100,000 retainer.  Mr. Brady charges $475 per
hour for his services.

Mr. Brady reports Young Conaway's professionals bill:

      Professional        Designation    Hourly Rate
      ------------        -----------    -----------
      Joel A. Waite       Partner           $475
      Sean M. Beach       Associate         $320
      Timothy P. Cairns   Associate         $250
      Kenneth J. Enos     Associate         $220
      Dennis Mason        Paralegal         $175

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

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates, filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, LLP and Michael E. Foreman, Esq., at Proskauer Rose LLP
represent the Debtors in their restructuring efforts.  As of
May 1, 2005, the Debtors reported $108 million in total assets
and $111 million in total debts.


METROMEDIA INT'L: Noteholders Agree to Waive Covenant Default
-------------------------------------------------------------
Metromedia International Group, Inc., did not file its Annual
Report on Form 10-K for the fiscal year ended Dec. 31, 2004, with
the Securities and Exchange Commission.  The Company disclosed
that it did not deliver its 2004 Form 10-K to the indenture
trustee and the holders of the Company's 10-1/2 % Senior Notes Due
2007 and deliver certain other annual certificates to the
indenture trustee, in each case on or prior to July 15, 2005, as
required under the indenture governing the Senior Notes.  

Accordingly, an event of default on the Senior Notes exists as of
July 16, 2005, thereby permitting the indenture trustee or holders
of at least 25% of the aggregate principal amount of the Senior
Notes outstanding to declare all Senior Notes to be due and
payable immediately.  If this were to happen, the Company would
not have sufficient corporate cash available to meet this
obligation.

                           Waiver   

The Company said it has reached an agreement in principle with the
holder of in excess of 80% of the aggregate outstanding principal
amount of the Senior Notes, subject to preparation and execution
of definitive documentation, in respect of an additional waiver of
the defaults and event of default through Aug. 15, 2005, with a
Company option to extend the waiver through Sept. 15, 2005.

No event of default in respect of the Company's failure to:

   -- file the 2004 Form 10-K with the SEC;

   -- deliver the 2004 Form 10-K to the indenture trustee and the
      holders of the Senior Notes; and

   -- deliver the Certificates to the trustee

will exist during the period of the waiver and the Senior Notes
cannot be declared due and immediately payable based on the
foregoing during such period.  In partial consideration of the
foregoing, the Company has committed to elect to optionally redeem
all of the outstanding Senior Notes utilizing a portion of the
proceeds from the pending sale of its interest in Peterstar ZAO.

The Company previously disclosed that the parties to the Feb. 17,
2005, agreement concerning the sale of the Company's interest in
PeterStar ZAO have executed an amendment providing for the closing
to occur on Aug. 8, 2005.

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

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


MIRANT CORP: Asks Court to Expunge Ercot's $4.37MM "Secured" Claim
------------------------------------------------------------------
Electric Reliability Council of Texas, Inc., is an independent,
non-profit organization that manages a major portion of the Texas
electric power grid.  The ERCOT System is a bulk electric system
located totally within the state of Texas that serves about 85%
of Texas' geographic area and comprises more than 70,000
megawatts of generation and more than 37,000 miles of
transmission lines.  Mirant Americas Energy Marketing, LP, buys
and sells electricity within the ERCOT System (among other
places).

ERCOT and MAEM are parties to:

    -- a Standard Form Qualified Scheduling Entity Agreement,
       providing for MAEM's participation in the ERCOT System as a
       Qualified Scheduling Entity pursuant to which MAEM submits
       schedules consisting of projected interval energy
       obligations and projected interval energy supply that
       includes its obligations for ancillary services within the
       ERCOT Region; and

    -- a Standard Form TCR Account Holder Agreement, providing for
       MAEM's participation in the ERCOT System as a TCR Account
       Holder pursuant to which MAEM may purchase or sell
       transmission congestion rights.

As of the Debtors' bankruptcy petition date, MAEM had provided
ERCOT with cash deposits:

    -- $6,741,693 as collateral under the QSE Agreement; and
    -- $861,328 as collateral under the TCR Agreement.

After netting the amounts owed to MAEM by ERCOT and the amounts
owed to ERCOT by MAEM on accounts of transactions between the
parties prior to the Petition Date, ERCOT had claims against MAEM
totaling $3,802,897 billed through October 30, 2003.

On September 4, 2003, the Debtors filed a turnover motion seeking
to, among other things, (i) enforce the automatic stay to
prohibit certain parties, including ERCOT, from effectuating
offsets with respect to certain debts and claims incurred by, or
owing to, MAEM in respect of energy spot market purchases and
sales made prior to the Petition Date and (ii) direct the
turnover of undisputed amount owing to MAEM which were being
withheld.

ERCOT argued that it had the right to effectuate the setoffs and
withhold funds to preserve its alleged right of setoff based on
the ERCOT Protocols.

To resolve the turnover motion, as well as the other issues
between the parties, ERCOT and MAEM entered into an Agreed Order.
The Agreed Order provided, among other things, that:

    (i) ERCOT was allowed to net the ERCOT Claims against the MAEM
        Claims;

   (ii) ERCOT was allowed to provisionally apply the QSE
        Collateral to the Prepetition Claims;

  (iii) ERCOT was required to return the TRC Collateral to MAEM;
        and

   (iv) ERCOT was required, after application of the QSE
        Collateral to the Prepetition Claims, to return the
        remaining portion of the QSE Collateral to MAEM.

The Agreed Order also provided that in exchange for the immediate
return of the Excess Collateral to MAEM and as adequate
protection under Section 361(1) of the Bankruptcy Code for any
unliquidated or contingent Initial, Final, True-Up, or
Resettlement amounts related to the period prior to the Petition
Date, MAEM was required to pay ERCOT in the ordinary course of
business for any Prepetition Reconciliation amounts to the extent
that those amounts did not exceed the Excess Collateral.  In the
event that the Prepetition Reconciliation amounts exceeded the
Excess Collateral, ERCOT was entitled to file a proof of claim
against MAEM's estate for those unpaid Prepetition Reconciliation
amounts up to 30 days after a final determination of the amount
of the unpaid Prepetition Reconciliation determined in accordance
with the terms of the QSE Agreement and the ERCOT Protocols.

As of June 10, 2005, ERCOT has not filed a proof of claim seeking
recovery for any reconciliation payments nor do the Debtors
believe that any unpaid Prepetition Reconciliation amounts exist.

Prior to the entry of the Agreed Order, on December 15, 2003,
ERCOT filed Claim No. 6624 for $4,373,347 and alleged that the
Claim was secured by the $6,741,693 collateral.  The Claim was
not specifically addressed in the Agreed Order.

The Debtors believe that as a result of the entry of the Agreed
Order and the resulting netting of the MAEM Claims against the
ERCOT Claims and application of the QSE Collateral against the
Prepetition Claims, MAEM owes ERCOT no amounts on account of
unpaid Prepetition Reconciliation amounts.  Accordingly, Mirant
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Texas to disallow and expunge
the Claim.

The Debtors assert that ERCOT has failed to provide any
documentation or evidence supporting the amount alleged in the
Claim.  Because the Claim lacks a basis in fact or law, the
Debtors contend, it is unenforceable against MAEM and should be
disallowed and expunged 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. 69; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Wants Rule 2004 Order on Southern Co. Reaffirmed
-------------------------------------------------------------
Mirant Corporation and its debtor-affiliates, and the Official
Committee of Unsecured Creditors appointed in their chapter 11
cases ask the U.S. Bankruptcy Court for the Northern District of
Texas to deny The Southern Company's request to reconsider the
Court's decision regarding the issue of attorney-client privilege
as among Mirant, Southern and Troutman Sanders LLP.

As reported in the Troubled Company Reporter on June 15 and 24,
2005, in a 15-page Memorandum Opinion and Order, subject to
the argument that a subpoena must be issued to Troutman, Judge
Lynn granted the Debtors' request to compel the firm to produce
all documents, and to conduct oral examination of Troutman
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

As reported in the Troubled Company Reporter on July 8, 2005,
Southern asked the Court to:

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

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

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

In the alternative, Southern asked the Court to:

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

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

                    "The Argument is Silly,"
                          Debtors Argue

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, notes that having lost the battle on privilege, The
Southern Company now tries to argue that Mirant's subsequent
filing of an adversary action triggers the pending proceeding
exception to discovery and requires that Mirant conduct all
discovery related to its adversary proceeding against Southern in
the adversary proceeding.  The argument is silly, Mr. Phelan
says.

Mirant is not conducting discovery, Mr. Phelan points out.
"Mirant is seeking the turn over, from a party to the bankruptcy
(not adversary) proceedings, of its own property under Section
542(e) of the Bankruptcy Code.  The Court has already heard, and
rejected, Southern's arguments that the requested documents are
purportedly protected from Mirant by the attorney-client
privilege."

Mr. Phelan adds that "relitigation of issues already adjudicated
is prohibited in a motion for reconsideration and warrants its
denial."  Southern fails to establish any of the narrow grounds
that support reconsideration, like an intervening change in
controlling law or the availability of new evidence, Mr. Phelan
insists.

Mr. Phelan maintains that Rule 2004 of the Federal Rules of
Bankruptcy Procedure does not render the Privilege Order invalid.
"Bankruptcy Rule 2004 was merely an additional tool available for
production of the requested documents.  Even if Bankruptcy Rule
2004 is no longer available due to the Debtors' subsequent suit
against Southern, it does not change the fact that all of these
records are the property of the Debtors to which they are
entitled under section 542(e) of the Bankruptcy Code."

Mr. Phelan adds that a pending proceeding against Southern is
irrelevant to the turnover of records under Section 542(e) of the
Bankruptcy Code.  "Thus, the Privilege Order should stand."

Mr. Phelan points out that the matter about the subpoena is
irrelevant.  "No party has moved to quash the subpoena.
Moreover, a subpoena is not even necessary because the requested
documents must be turned over to the Debtors under section 542(e)
of the Bankruptcy Code."  According to Mr. Phelan, "there can be
no question that [the Bankruptcy Court] is the proper court to
issue a [Rule 2004] subpoena to Troutman and to adjudicate
whether the requested documents can be withheld from Mirant under
the attorney-client privilege."

Moreover, Southern has failed to satisfy all elements required in
obtaining a stay and, thus, its request should be denied.

Mr. Phelan emphasizes that the Debtors continue to investigate
potential claims against other parties, including Troutman.
"Time is of the essence because the Debtors are facing impending
statutes of limitations, the earliest of which is July 13, 2005.
Thus, a stay would be highly prejudicial to the Debtors because
it would prevent them from timely determining whether additional
adversary proceedings should be brought against other parties,
including Troutman."

For these reasons, the Debtors ask the Court to deny Southern's
motion for reconsideration, clarification, and stay of the
Privilege Order.

             Mirant Committee Agrees with the Debtors

According to the Official Committee of Unsecured Creditors of
Mirant Corp., Judge Lynn correctly concluded that:

    -- Southern cannot invoke an attorney-client privilege to
       preclude the Debtors access to Troutman documents generated
       during its joint representation; and

    -- the post-IPO Protocol does not dictate a contrary outcome.

John A. Lee, Esq., at Andrews & Kurth LLP, in Houston, Texas,
contends that Southern failed to satisfy strict, threshold
reconsideration standards.  "Southern's grounds largely are
recycled arguments, or new argument or evidence that could have
been raised or submitted before the Order but were not."

In any event, Mr. Lee asserts that Southern's arguments do not
merit the Court reversing its correctly decided Order.  Hence,
the Court should deny Southern's Motion for Reconsideration.

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)


NRG ENERGY: Extends Offer for 8% Senior Secured Notes to July 25
----------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) extended its exchange offer of its 8%
second priority senior secured notes due 2013, which have been
registered under the Securities Act of 1933, as amended, for all
outstanding 8% second priority senior secured notes due 2013 that
were issued and sold by NRG in December 2003 and January 2004 in
private placement offerings.

The exchange offer, previously scheduled to expire on July 15,
2005, at 5:00 p.m., New York City time, will now expire on
July 25, 2005, at 5:00 p.m., New York City Time, unless further
extended by the Company.

The extension is intended to allow additional time for holders of
the remaining outstanding notes to tender their outstanding notes
in the exchange offer.

Copies of the exchange offer prospectus and letter of transmittal
may be obtained from the Exchange Agent, Law Debenture Trust
Company of New York, at 212.750.0888.

This announcement is not an offer to sell any securities or a
solicitation of any offer to buy any securities. The exchange
offer will be made only by means of a written prospectus.

NRG Energy, Inc., owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.  

                         *     *     *

Moody's Investor Services and Standard & Poor's assigned single-B
ratings to NRG Energy's 8% secured notes due 2013.


NATIONAL ENERGY: Wants to Clarify Plan Distribution Definition
--------------------------------------------------------------
On May 13, 2005, the U.S. Bankruptcy Court for the District of
Maryland confirmed the Second Amended Plan of Liquidation for
USGen New England, Inc., as modified.  USGen received about
$1,148,000 from the sales of its hydro and fossil assets.  The
liquidation analysis under the USGen Plan indicates that as of
June 2005, the total allowed claims in the USGen Chapter 11 case,
plus postpetition interest, equal $1,385,000.  Only $20 million of
that amount was for administrative and priority claims.  Thus, the
vast majority of funds to be distributed under the USGen Plan are
from the proceeds of the USGen Sales.

Matthew A. Feldman, Esq., at Willkie Farr & Gallagher LLP, in New
York, relates that in accordance with the USGen Plan, USGen
distributed the $72 million portion of the $485 million Bear
Swamp Claim assigned to National Energy & Gas Transmission, Inc.,
and NEGT Generating Company, LLC, NEGT Energy Company, LLC,
National Energy Holding Corporation and NEGT Enterprises, Inc.,
each a wholly owned subsidiary of NEGT, as Shareholder pursuant
to the USGen Plan.

USGen gave the $72 million directly to NEGT Generating Company,
LLC, the direct owner of USGen's issued and outstanding stock.

Pursuant to Section 5.04 of the USGen Plan, USGen will distribute
to the Shareholder the remainder, if any, of all amounts in the
USGen estate after payment of allowed claims, plus postpetition
interest, and all necessary and sufficient funds have been
reserved.  Ultimately all sums received from USGen, less any
amounts required to satisfy or reserve for obligations owing by
each Intermediate Subsidiary, will be distributed through the
Intermediate Subsidiary to NEG.

                   Additional Sale Distributions

The Modified Third Amended Plan of Reorganization filed by NEG
defines Additional Sale Distributions as:

   "distributions out of net proceeds of certain sales of assets
   or equity interests of the Reorganized Debtor or certain of
   its subsidiaries other than the Sale Transactions, which sales
   occur within one year of the Effective Date."

To the extent a NEG subsidiary sells assets prior to October 29,
2005, and all or a portion of the net proceeds of that sale are
given to NEG, any proceeds received are to be distributed to
holders of Allowed Class 3 Claims in accordance with the
provisions of the NEG Plan.

While NEG believes that the definition of Additional Sale
Distributions clearly would encompass proceeds it received
through the sales of USGen assets, the definition of "Additional
Sale Distributions," as well as the NEG Plan generally, is
otherwise silent respecting distributions from a subsidiary that
are primarily comprised of sale proceeds but which may, because
of the use of funds and the fungibility of cash, include funds
from other sources.

As a result, NEG asks Judge Mannes to clarify that the definition
of Additional Sale Distributions includes the proceeds it
received from distributions made under the USGen Plan.

Mr. Feldman assures the Court that the clarification requested
would not change any terms of the NEG Plan.

"Clarifying that the definition of Additional Sale Distributions
includes the proceeds received from distributions made under the
USGen Plan will facilitate Distributions to holders of Allowed
Class 3 Claims in accordance with the provisions and intent of
the NEGT Plan," Mr. Feldman tells the Court.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas   
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.

The Hon. Paul Mannes confirmed NEGT Energy Trading Holdings
Corporation, NEGT Energy Trading - Gas Corporation, NEGT ET
Investments Corporation, NEGT Energy Trading - Power, L.P., Energy
Services Ventures, Inc., and Quantum Ventures' First Amended Plan
of Liquidation on Apr. 19, 2005.  The Plan took effect on May 2,
2005.  (PG&E National Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Freezing Pension Plan & Funding 401(k) Plans
----------------------------------------------------------------
Northwest Airlines Corp. will suspend its pension plan that covers
about 70,000 retired and current employees beginning
Aug. 31, 2005.  The airline will instead make contributions to the
employee's 401(k) investment accounts.  Freezing of the pension
plan will stop the benefits under the plan to accrue as they
normally would with pay raises and years of service.

The pension plans require the airline to pay a defined benefit,
while the 401(k) program gives employees money to invest for their
retirements.

The airline stated in a regulatory filing with the Securities and
Exchange Commission that 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.

Northwest Airlines Corp. 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.

                        *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
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 closed at $4.75 on
Friday.  The stock was at $11 per share in December.


O'SULLIVAN INDUSTRIES: Payment Default Prompts S&P's D Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered all its outstanding
ratings on O'Sullivan Industries Holdings Inc., as well as the
company's wholly-owned operating subsidiary O'Sullivan Industries
Inc., to 'D' following O'Sullivan Industries' announcement that it
will not make its $5.3 million interest payment due July 15, 2005,
on its $100 million 10.63% notes due 2008.  The company has a
thirty-day grace period under the notes' indenture to make the
interest payment; however, no decision has been made whether the
company will make the interest payment prior to the expiration of
the grace period.  The company is evaluating strategic
alternatives, including potentially restructuring its capital
structure, and has retained financial and legal advisors to assist
in its evaluation.

As reported in yesterday's edition of the Troubled Company
Reporter, 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.  

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., reported a $197.5 million
stockholders' deficit at March 31, 2005, compared to a $154
million deficit at March 31, 2004.  O'Sullivan's sales revenues
have declined each year for the past five years from more than
$400 million in 2000 to less than $275 million in 2004.  

Roswell, Georgia-based O'Sullivan is a leading designer,
manufacturer, and distributor of ready-to-assemble furniture
products, selling primarily to the U.S. home office and home
entertainment markets.


OZBURN-HESSEY: Moody's Rates Planned $180 Million Facilities at B2
------------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Ozburn-
Hessey Holding Company, LLC's proposed $180 million senior secured
credit facilities.  Moody's also assigned a Corporate Family
Rating (previously called the Senior Implied Rating) of B2.  The
rating outlook is stable.

The ratings reflect:

   * Moody's expectation of high lease-adjusted leverage;
   * the company's acquisitive nature; and
   * high debt on a small fixed asset base with modest cash flow.

The ratings also take into account that Ozburn-Hessey's growth and
financial performance is dependent on demand for warehouse space
for finished consumer goods, which is particularly high at the
moment, and the company's commitments to pay for leased-in
warehouse space compared to the relatively short maturities of its
contracts with customers.  The ratings consider:

   * the company's record in managing a network of warehouse
     facilities;

   * the benefits derived from its transportation and ancillary
     services segments;

   * Ozburn-Hessey's long term relationships with a large and
     diverse customer base;

   * the large portion of subordinated debt; and

   * the equity base behind the secured credit facilities.

The stable rating outlook reflects Moody's expectation that the
company will be able to preserve its profit margin and manage its
exposure to lease obligations on warehouse space as the demand for
warehouse space declines with any consumer-driven slowdown, and
renew the majority of existing contracts at approximately the same
terms as currently exist while gradually reducing debt levels
through cash recapture provisions in the bank agreements.

Ratings or their outlook may be subject to downward revision:

   * if the company does not achieve the anticipated degree of
     margin stability over the cycle, possibly resulting in EBITDA
     margins to gross revenue of below 5%;

   * if leverage (lease-adjusted debt/EBITDAR) is greater than 6.5
     times; or

   * if free cash flow falls below 3% of total balance sheet debt
     (including parent company debt).

Ratings could also be lowered:

   * if the company were to raise additional debt for the sake of
     a large acquisition or for the purpose of funding a
     distribution to shareholders;

   * if the ratios of interest coverage or total coverage
     (including leases) weaken any further; or

   * if financial performance weakens such that the limits of the
     financial covenants in the Credit Facilities are approached.

The ratings or outlook could be revised upward if the company
demonstrates growth and margin improvement while reducing debt and
maintaining capital spending levels, resulting in free cash flow
exceeding 10% of total debt and lease adjusted leverage of less
than 5 times for a sustained period; and, that the company takes
steps to improve the balance of its obligations to pay for lease-
in warehouse space by extending the length of maturities on
contracts with its customers such that Ozburn-Hessey has greater
operational flexibility to withstand a decline in demand.

The Credit Facilities consist of a $140 million term loan due 2012
and a $40 million revolving credit facility due 2010.  Proceeds
from the new term loan facility will be used to partially fund the
acquisition of Ozburn-Hessey's parent company, OHH Acquisition
Corporation, by private equity group Welsh Carson Anderson & Stowe
for $377 million.  WCAS will contribute about $149 million in
equity towards the acquisition.

Upon close of the proposed transaction, the company will carry a
relatively heavy debt level on a modest tangible asset base.
Ozburn-Hessey's pro-forma balance sheet debt at close will be
approximately $220 million, including the $80 million subordinated
notes issued by OHHAC (not rated by Moody's).  This debt level
would represent about 5.5 times pro forma LTM May 2005 EBITDA.

Moreover, when considering the company's substantial operating
lease levels ($33 million in FY 2004, and which have grown sharply
over the last two years), Moody's estimates pro forma lease-
adjusted leverage of over 6 times EBITDAR.  Also, cash flow and
operating earnings are modest relative to proposed debt levels, as
Moody's estimates pro forma free cash to represent about 6% of
total debt on close.  Interest coverage is also expected to be
thin, with pro forma LTM May 2005 EBIT covering interest by
approximately 1.1 times.

While reported operating income will be affected by non-cash
charges (depreciation and amortization) which reduces this ratio,
the calculation of EBITDAR less CAPEX to interest plus rent is
still quite tight at about 1.2 times, and, in Moody's view,
provides limited margin for a business slowdown.  Coverage and
leverage ratios are fairly weak for this rating category, although
these factors are somewhat mitigated by expectations of stable
operating margins and free cash flow generation near-term, which
should provide the company with the ability to repay modest
amounts of debt over time.

Moody's assesses Ozburn-Hessey's $40 million revolving credit
facility (undrawn on close) to be adequate for the company's
liquidity requirements.  Since the company anticipates minimal
cash balances upon close of the proposed transaction, and excess
cash flow (as defined in terms of the credit agreement) will be
largely used to repay debt as generated, Moody's view Ozburn-
Hessey's internal liquidity sources to be weak, which increases
the likelihood that the company would have to rely on this
facility to cover possible short term weaknesses in operating
results, or unexpectedly high short term working capital or CAPEX
requirements.  The rating agency notes, however, that near-term
availability may be limited by certain financial covenant
restriction, leverage ratios in particular.  As such, any
unexpected turn towards weaker operating earnings could restrict
the availability of funds to the company from this facility,
potentially during a time when it is most needed.

The ratings positively considers Ozburn-Hessey's extensive
nationwide warehousing network, which provides the opportunity to
service customers in multiple locations, as well as benefits the
company derives from its other warehousing services which add
additional value to the company's leasing customers.  By levering
off the activities of Ozburn-Hessey's smaller transportation and
ancillary business segments, the company has the basis to retain
its large and diversified customer base, evidenced by:

   * long relationships with certain customers;
   * a record of contract renewal;
   * strong warehouse utilization rates; and
   * stable operating margins.  

Such stability is paramount to sustaining Ozburn-Hessey's credit
profile, owing to its high degree of operating leverage: the
substantial majority of the company's main operating assets -- its
warehouses -- are leased-in, covered by customer contracts with
various expiries.  To the extent that a significant portion of
Ozburn-Hessey's warehouse space is only covered by short term
contracts, this raises concern about the company's flexibility to
weather fluctuations in market conditions in the industries
(consumer packaged goods in particular) and regions in which it
serves.  As such, Moody's believes that Ozburn-Hessey could be
subject to tightening of operating margins and substantial
reduction in operating cash flows should a large portion of its
customer base suffer adverse business conditions, resulting in
decreased demand for warehousing, transportation, and distribution
services.

Nonetheless, Ozburn-Hessey has grown sharply over the last couple
of years, supported by a considerable build-up in lease
obligations as well as acquisitions.  This rapid growth for the
company was recorded during a period of exceptionally high demand
for all transportation services, including warehousing capacity.
Moody's notes that the company has limited history of operating at
these high demand levels and with such a large amount of available
capacity.  This limited history, combined with our view that a
meaningful portion of Ozburn-Hessey's warehouse space could be
considered surge capacity by its customers and the short-term
nature of the company's contracts with its customers, could result
in the company's financial performance being particularly
sensitive to a fall off in consumer demand, in Moody's opinion.

The B2 rating assigned to the Credit Facilities, the same as the
corporate family rating, reflects the fact that these facilities
represent all of the company's senior debt commitments.  The
revolver and term loan rank senior to the parent company's
proposed $80 million subordinated notes facility to be issued by
OHHAC (not guaranteed by Ozburn-Hessey).  The Credit Facilities
will be guaranteed by all significant direct and indirect
subsidiaries of Ozburn-Hessey, and secured by all of the company's
tangible and intangible assets.

Moody's notes, however, the relatively weak collateral coverage
provided to the secured credit facility by Ozburn-Hessey's asset
base, which predominantly comprises goodwill and intangibles, with
relatively low fixed asset content.  As such, the rating agency
believes that the company's asset base would not likely provide
full coverage to lenders in this facility in a distressed
liquidation scenario.  Restricted covenants are set at relatively
tight levels, providing limited deviation from the company's
operating plan.  The subordinated debt issued at the holding
company level will not be guaranteed by Ozburn-Hessey's operating
subsidiaries.  The subordinated debt further provides that the
interest payable on the notes would convert to a payment in kind
should the company breach a separate set of covenants which are
somewhat tighter than covenants established in the Credit
Facilities.  This provisions could somewhat improve the potential
for the company to make cash interest payments under operating
distress.

These ratings have been assigned:

   * $40 million revolving credit facility due 2010, B2
   
   * $140 million term loan due 2012, B2
   
   * Corporate Family (previously called the Senior Implied)
     Rating, B2

Ozburn-Hessey Holding Company, LLC, headquartered in Nashville,
TN, is a leading provider of third-party logistics and related
services.  The company had FY 2004 revenue of $313 million.


OZBURN-HESSEY: S&P Rates $180 Million Credit Facility at B+
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Ozburn-Hessey Holding Co. LLC.  At the same time,
a 'B+' rating was assigned to the company's $180 million credit
facility, consisting of a $40 million revolving credit facility
maturing in 2010 and a $140 million term loan B maturing in 2012.
A recovery rating of '5' was assigned to the credit facility,
indicating likelihood of a negligible (0-25%) recovery in the
event of default.  The outlook is stable.

The Nashville, Tennessee-based third-party logistics company has
about $340 million of lease-adjusted debt.

"Ratings reflect Ozburn-Hessey's competitive end markets, high
debt leverage, and the potential for debt-financed acquisitions,
partly offset by favorable near-to-intermediate term industry
fundamentals and benefits accruing from the company's nationwide
presence and good technological capabilities," said Standard &
Poor's credit analyst Lisa Jenkins.  Ozburn-Hessey offers various
third-party logistics services, including warehousing (about 80%
of revenues), transportation of goods (13%), and other ancillary
services.

The third-party logistics industry is very fragmented; competitors
include divisions of large integrated freight transportation
companies, as well as other, smaller logistics providers.  Demand
for third-party logistics services has been growing and the near-
to-intermediate term outlook for the sector is expected to remain
favorable, as companies are expected to continue outsourcing these
services to reduce costs, lower capital expenditure requirements,
and enhance operating flexibility.

Despite the positive industry outlook, however, the sector is
expected to remain very competitive.  Many of the companies
competing with Ozburn-Hessey are financially stronger and more
diversified.  Ozburn-Hessey focuses on the warehousing segment of
the third-party logistics segment, which is a contract-based
business that typically generates higher margins than some other
segments of the industry due to the value-added nature of some of
the services provided and the potential for cross-selling services
to customers.  On the other hand, it is more capital intensive
than some other segments of the industry such as freight
forwarding.

Demand for third-party logistics is expected to remain healthy
over the next few years, and Ozburn-Hessey is likely to benefit
from the favorable industry environment.  However, an outlook
change to positive is unlikely given the potential for debt-
financed acquisitions and other investment requirements.  Revision
to a negative outlook is possible if the company begins to
experience earnings pressures or if it experiences financial
stress related to its active acquisition strategy.


PARK PLACE: Moody's Rates Class M-10 Sub. Certificate at Ba1
------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued in Park Place Securities Series 2005-
WCW2 transaction, and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by 13,607 subprime mortgage loans
originated through Ameriquest's wholesale channel using
underwriting guidelines that are slightly less stringent than
those used by Ameriquest's retail channel.  The ratings are based
primarily on:

   a) the credit quality of the loans; and
   b) on various forms of credit enhancement including:

      * subordination,
      * overcollateralization,
      * excess interest, and
      * allocation of losses.

The credit quality of the loan pool is consistent with the
mortgage loan pools backing recent Ameriquest wholesale
securitizations.  Park Place deals are different from traditional
Ameriquest deals in that the Servicer will be a party other than
Ameriquest.  In this transaction, Countrywide Home Loans Servicing
LP will act as master servicer, but future Park Place deals may
involve different servicing entities.

Ameriquest Mortgage Company is a specialty finance company engaged
in originating, purchasing and selling sub-prime mortgage loans.
Ameriquest originates loans through more than 200 retail outlets,
primarily through telemarketing and direct mailing efforts, and
deals with more than 3,000 approved brokers.

The complete rating actions are:

Issuer: Park Place Securities, Inc.

Securities: Asset-Backed Pass-Through Certificates,
            Series 2005-WCW2

Master Servicer: Countrywide Home Loans Servicing LP

Class Rating:

   -- Class A-2A, rated, Aaa
   -- Class A-2B, rated, Aaa
   -- Class A-2C, rated, Aaa
   -- Class A-2D, rated, Aaa
   -- Class A-1A*, rated, Aaa
   -- Class A-1B*, rated, Aaa
   -- Class A-1C*, rated, Aaa
   -- Class A-1D*, rated, Aaa
   -- Class M-1, rated, Aa1
   -- Class M-2, rated, Aa2
   -- Class M-3, rated, Aa3
   -- Class M-4, rated, A1
   -- Class M-5, rated, A2
   -- Class M-6, rated, A3
   -- Class M-7, rated, Baa1
   -- Class M-8, rated, Baa2
   -- Class M-9, rated, Baa3
   -- Class M-10, rated, Ba1

*The Depositor (Park Place Securities, Inc.) will deliver the
Class A-1A, Class A-1B, Class A-1C and Class A-1D Certificates to
Fannie Mae in exchange for Fannie Mae guaranteed certificates.  
The ratings on these certificates are given without regard to the
Fannie Mae Guaranty.


PARMALAT USA: Court Okays AP Services' $1 Million Success Fee
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved AP Services, LLC's application for a $1,000,000
Contingent Success Fee in connection with Parmalat U.S.A.
Corporation, and its U.S. debtor-affiliates' engagement of AP
Services, LLC, as their crisis manager.  

Pursuant to an Engagement Letter between the parties,
the Debtors agreed that AP Services will be compensated for its
efforts by payment of a Contingent Success Fee in addition to the
standard hourly fees.

AP Services attested that throughout their bankruptcy cases, the
U.S. Debtors have paid the firm's hourly fees and reimbursed the
necessary expenses for each monthly period.

As reported in the Troubled Company Reporter on June 29, 2005, the
Contingent Success Fee was based on the development and
implementation of a plan to maximize "Parmalat Dairy Value
Recovery" received by the Debtors' various stakeholders.  As
provided for in the Engagement Letter, the Contingent Success Fee
was calculated in this manner:

   (a) $1,000,000 upon implementation and the closing of the
       Parmalat Dairy Value Recovery plan including the sale of a
       majority of the Parmalat USA Corp.'s assets, wherein AP
       Services had assisted in the negotiations with all
       relevant stakeholders; and

   (b) 1% of the excess of any distribution to stakeholders of
       more than $135,000,000 from the Parmalat Dairy Value
       Recovery.

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)


PATRIOT CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Patriot Contracting Corporation
        19-21 Brook Street
        Jersey City, New Jersey 07302

Bankruptcy Case No.: 05-33190

Type of Business: The Debtor is a wrecking and demolition
                  contractor.

Chapter 11 Petition Date: July 18, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: Samuel Jason Teele, Esq.
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Roseland, New Jersey 07068
                  Tel: (973) 597-2500

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
   ------                        ---------------    ------------
Trustees of the Mason Tenders    Judgment               $455,257
c/o Proskauer Rose LLP
1585 Broadway
New York, NY 10036
Attn: Sally L. Schneider

Internal Revenue Service         Withholding Tax        $392,696
600 Arch Street
Philadelphia, PA 19102
Contingent

Internal Revenue Service         Withholding Tax        $247,696
600 Arch Street
Philadelphia, PA 19102

Internal Revenue Service         Withholding Tax        $215,527
600 Arch Street
Philadelphia, PA 19102

Internal Revenue Service         Withholding Tax        $162,975
1801 Liberty Avenue, Suite 1300
Pittsburgh, PA 15222

Internal Revenue Service         Withholding Tax        $132,974
Cincinnati, OH 45999

Laborers' Pension & Welfare      Judgment               $109,992
Funds
c/o Allison, Slutsky & Kennedy, PC
Attn: Karen I. Engelhardt
230 West Monroe Street
Chicago, IL 60606

IESI NY Corporation              Judgment                $94,637
c/o Baratta & Goldstein
597 Fifth Avenue
New York, NY 10017

Internal Revenue Service         Withholding Tax         $89,974
600 Arch Street
Philadelphia, PA 19102

New Jersey Division of Taxation  Certificate of Debt     $81,788
OSI Collection Service           Judgment#79,161-05
Attn: James Degregory
P.O. Box 550
Princeton Junction, NJ 08550

Patrick Piscitelli, As Trustee   Pending Litigation      $78,064
c/o Law Offices of William T.
Lavelle
57 East Main Street
Central Islip, NY 11722

Cooper Tank & Welding Corp.      Pending Litigation      $53,183
c/o Mandel Resnik Kaiser, et al.
Attn: Marc J. Gurell, Esq.
220 East 42nd Street
New York, NY 10017

New Jersey Division of Taxation  Gross Income Tax        $45,696
Attn: Brandon Smith              Employer Withholding
Newark Investigations-B
124 Halsey Street
Newark, NJ 07101-8002

New York State Department        Withholding Tax         $43,594
of Taxation and Finance
WA Harriman State Campus
Albany, NY 12227

Internal Revenue Service         Withholding Tax         $39,587
Cincinnati, OH 45999

Comm. of the State of Insurance  Insurance Premiums      $36,093
Fund
c/o Hayt, Hayt & Landau LLP
1600 Stewart Ave, Suite 210
Westbury, NY 11590

Insurance & Pension Trust Fund   Judgment                $35,000
Local 813
45-18 Court Square, Suite 600
Long Island City, NY 11101-4347

Planet Recovery                  Vendor                  $32,683
P.O. Box 99843
Chicago, IL 60696

Regional Scaffolding & Hoisting  Mechanics' Lien         $31,689
3900 Webster Avenue
Bronx, NY 10470

J. Moore & Co, Inc.              Judgment                $29,900
118 Naylon Avenue
Livingston, NJ 07039


PC LANDING: Court Approves First Amended Disclosure Statement
-------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved PC Landing Corporation and its
debtor-affiliates' Disclosure Statement explaining the Debtors'
First Amended Joint Plan of Reorganization.

The Debtors can now ask creditors to vote to accept the Plan.  
Creditors' ballots must be returned by Sept. 7, 2005.  The
Bankruptcy Court will convene a hearing to consider plan
confirmation at 9:30 a.m. on Sept. 30, 2005.

Objections, if any, to confirmation of the plan must be in writing
and must be filed and served by 5:00 p.m. on Sept. 19, 2005.

                            The Plan

Under the terms of the Plan, secured lenders will receive
$25 million of new 7% senior secured debt.  The remaining
$634 million deficiency claim will be satisfied by a pro rata
distribution of New Common Stock in the Reorganized Debtors.

The Plan's treatment of the secured lenders' claims allows for
significant recoveries for unsecured creditors and provides enough
cash for the Reorganized Debtors to successfully commence
operations after emergence from bankruptcy.

General unsecured creditors will receive pro rata shares of the
New Common Stock.

Intercompany claims and existing equity interests will be
cancelled on the Effective Date.

Headquartered in Dallas, Texas, PC Landing Corporation and its
debtor-affiliates, own and operate one of only two major trans-
Pacific fiber optic cable systems with available capacity linking
Japan and the United States.  The Debtor filed for chapter 11
protection on July 19, 2002 (Bankr. Del. Case No. 02-12086).
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 estimated assets of more than $100 million.


PILLOWTEX CORP: Duke Objects to Case Closing Due to Unpaid Claim
----------------------------------------------------------------
As reported in the Troubled Company Reporter on June 14, 2005,
Gilbert R. Saydah, Jr., Esq., at Morris, Nichols, Arsht & Tunnel,
in Wilmington, Delaware, recounts that on November 14, 2000, 24
debtors voluntarily filed Chapter 11 petitions, jointly
administered under Case No. 00-4211:

     * Pillowtex, Inc.,
     * Pillowtex Corporation,
     * Beacon Manufacturing Company,
     * Fieldcrest Cannon, Inc.,
     * Encee, Inc.,
     * The Leshner Corporation,
     * Opelika Industries, Inc.,
     * Pillowtex Management Services Company,
     * Amoskeag Management Corporation,
     * Bangor Investment Company,
     * Crestfield Cotton Company,
     * Downeast Securities Corporation,
     * FCC Canada, Inc.,
     * Fieldcrest Cannon Financing, Inc.,
     * Fieldcrest Cannon, International, Inc.,
     * Fieldcrest Cannon, Licensing, Inc.,
     * Fieldcrest Cannon SF, Inc.,
     * Fieldcrest Cannon Transportation, Inc.,
     * Leshner of California, Inc.,
     * Manetta Home Fashions, Inc.,
     * Moore's Falls Corporation,
     * PTEX Holding Company,
     * St. Marys, Inc., and
     * Tennessee Woolen Mills, Inc.

On May 1, 2002, the U.S. Bankruptcy Court for the District of
Delaware confirmed the Second Amended Joint Plan of Reorganization
filed by the First Case Debtors.  The Plan became effective on
May 24, 2002.

                            Duke Objects

In July 2003, Duke Energy Royal, LLC, filed in Pillowtex I's
chapter 11 cases a request to:

    (a) compel the Debtors to comply with a consent order and
        judgment entered on June 18, 2003, directing them to
        immediately pay the full amount of Duke's Allowed Class 4,
        Division 4G Secured Claim; and

    (b) hold the Debtors in contempt pursuant to Rule 9020 of the
        Federal Rules of Bankruptcy Procedure.

The Duke Motion was a pending matter in the Pillowtex I cases at
the time the Pillowtex II cases were filed.

According to Brett D. Fallon, Esq., at Morris, James, Hitchens &
Williams LLP, in Wilmington, Delaware, Duke Energy filed an
amended proof of claim against the Pillowtex II Debtors stating
that if the Consent Order is enforced, it asserts a $1,584,000
secured claim and an $8,282,454 unsecured claim.  However, if the
Consent Order is not enforced, it asserts a $4,365,000 secured
claim and a $5,501,454 unsecured claim.

Duke objects to the Debtors' request to close the Pillowtex I
cases because Pillowtex Management Services Company
-- one of the Pillowtex I Debtors -- has not paid Duke's allowed
secured claim and, therefore, has not complied with the Second
Amended Joint Plan of Reorganization and the Consent Order.

Mr. Fallon contends that Management Services did not file
operating reports post-confirmation or otherwise shown that its
case has been fully administered.  Management Services also did
not file documents in the Court with respect to any post-
confirmation corporate change that was not expressly provided for
in the Plan.  At present, there is no evidence of what assets
were retained by Management Services, or what rights it may have
in the assets claimed by the Pillowtex II Debtors.

Moreover, Mr. Fallon notes that the list of the Pending Matters
provided for in the Debtors' request does not include Duke's
Pending Motion to Compel, which was scheduled for hearing on
August 28, 2003, but for the filing of Pillowtex II's cases.  The
set of procedures for the "Adjustment of Claims and Interests" of
Pending Matters transferred to the Pillowtex II Cases also does
not address the situation where a Pending Matter involved or
constituted an allowed Secured Claim, and it is unclear if the
Debtors are seeking to have the procedures apply to Duke.

Mr. Fallon argues that any procedures for addressing the
transference of Duke's allowed Secured Claim to the Pillowtex II
Cases must recognize that the Court has already entered:

    (a) a plan confirmation order, which became final, that
        expressly recognized and preserved Duke's Claim as
        secured; and

    (b) a final order that determined the value of Duke's secured
        claim.

Since the Pillowtex I and Pillowtex II Debtors seek the
transference of the Pending Matters to the Pillowtex II cases,
Mr. Fallon asserts that Dukes' Pending Motion to Compel should
also be transferred.  The Court should apply res judicata with
respect to the value of Duke's secured claim, in addressing the
matter of that claim in the Pillowtex II Cases.

If the Court does not grant the request to transfer Duke's
Pending Motion to the Pillowtex II Cases for consideration, but
otherwise approves the Pillowtex I and Pillowtex II Debtors'
request, Duke asks the Court that any approval be made without
prejudice to Duke and its claims.

Furthermore, if the Court does not conclude that Duke holds a
$1,584,000 secured claim, pursuant to the Plan and the Consent
Order, then, Mr. Fallon insists, consistent with the procedures
for transferring claim on Pending Matters, Duke would revert to
its assertion that its total claim of $9,866,454 is comprised of
a $4,365,000 secured portion and a $5,501,454 unsecured portion.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to   
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts.  (Pillowtex Bankruptcy News, Issue No. 81; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


POLARIS NETWORKS: Names Keith Cocita as Responsible Individual
--------------------------------------------------------------
Polaris Networks, Inc., asks the U.S. Bankruptcy Court for the
Northern District of California in San Jose to designate Keith
Cocita as a responsible individual pursuant to Section 4002-1 of
the Amended Local Bankruptcy Rules for the Northern District of
California.

Rule 4002-1 defines a responsible individual as a natural person,
appointed by a debtor-in-possession, responsible for the duties
and obligations of the debtor or debtor-in-possession in a
bankruptcy case.

The Debtor's Board of Directors named Mr. Cocita as Chief
Responsible Officer on Apr. 6, 2005, and asked him to file a
chapter 11 petition on behalf of the Debtor.  All members of the
Board, except for Mr. Cocita, have since resigned from Polaris
Networks.

Mr. Cocita can be contacted at:

     Polaris Networks, Inc.
     c/o Keith Cocita
     Chief Responsible Officer
     6810 Santa Teresa Boulevard
     San Jose, CA 95119
     Phone: 408-281-7466
     Fax: 408-281-7463

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). Anne E. Wells, Esq., at Levene, Neale, Bender,
Rankin and Brill LLP represents the Debtor.  When the Company
filed for protection from its creditors, it listed $1 to $10
million in assets and $10 to $50 million in debts.


PORT TOWNSEND: Lenders Waive Reporting Deadline Until Friday
------------------------------------------------------------
Port Townsend Paper Corporation received an additional extension
of a waiver previously granted under its Credit Agreement which
extends the due date of its 2004 audited financial statements to
July 22, 2005.

In an update to a previous announcement, the Company also
confirmed it expects to close on a new revolving credit facility
this week.  As previously disclosed, the terms of the new facility
will provide the additional time needed for the Company to
complete its 2004 financial statement audit, which the Company
expects will be in late July.

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

                        *     *     *

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

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

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

The ratings on Port Townsend reflect:

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

    (2) rising cost pressures,

    (3) very aggressive debt leverage,

    (4) thin liquidity, and

    (5) delays in filing 2004 audited financial statements.

Data available from Bloomberg identifies:

    * US Bank, N.A.
    * Wells Fargo Bank, N.A. and
    * Deutsche Bank

as the current syndicated loan participants.  


PROJECT GROUP: Files for Chapter 11 Protection in S.D. Texas
------------------------------------------------------------
The Project Group, Inc. (OTC-PK:PJTG) filed for chapter 11
protection in the U.S. Bankruptcy Court for the Southern District
of Texas.  The decision to file for Chapter 11 protection follows
extended discussion by the company's Board of Directors with major
shareholders, advisors, and management regarding re-structuring
options and alternatives for the Company to maximize shareholder
value.

The Company is facing issues related to the working capital crisis
created by the direction of all client payments to its principal
lender, and the Internal Revenue Service debt for payroll taxes.  
Management believes that reorganizing under Chapter 11 will allow
the Company to control its working capital for the benefit of
shareholders and to continue the growth started in the last year.  
All of the client contracts are expected to continue in effect and
new contracts continue to be awarded.  The employee team at The
Project Group, Inc., has committed to stay together to continue
the growth and enjoy the rewards of the reputation for excellence
they have all helped build.

"The Board has directed that we re-structure The Project Group for
the benefit of shareholders and this action ensures that our
working capital can be used for those purposes.  We look forward
to completing our re-structuring plan.  We assure our clients that
our excellent service record will continue.  I have never been
prouder of a group of people than I am of The Project Group team
who have worked together to move our Company ahead without
hesitation," said Craig Crawford, CEO and President.

Headquartered in Houston, Texas, The Project Group is a Microsoft
Gold Certified Partner in Business Intelligence and Information
Worker Solutions, specializing in project management and
collaboration that provides enterprise-level business solutions to
Oil & Gas, Financial Services, Retail, Hospitality and
Pharmaceutical industries.  The Project Group provides project
management, collaboration, and Sarbanes-Oxley focused consulting
services to many Fortune 1000 organizations, including
Halliburton, Microsoft and several of the largest Oil and Gas
Companies in the world.  The Company filed for chapter 11
protection on July 15, 2005 (Bankr. S.D. Tex. Case No. 05-40979).  
J. Craig Cowgill, Esq., at Cowgill & Holmes PLLC, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $583,039 in total assets
and $861,954 in total debts.


PROJECT GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Project Group, Inc.
        aka Pro 2
        aka Pro Squared Inc.
        aka Global Boulevard, Inc.
        333 North Sam Houston Parkway, Suite 275
        Houston, Texas 77060

Bankruptcy Case No.: 05-40979

Type of Business: The Debtor is a Microsoft Gold Certified Partner
                  in Business Intelligence and Information Worker
                  Solutions, specializing in project management
                  and collaboration that provides enterprise-level
                  business solutions to Oil & Gas, Financial
                  Services, Retail, Hospitality and Pharmaceutical
                  industries.

Chapter 11 Petition Date: July 15, 2005

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: J. Craig Cowgill, Esq.
                  Cowgill & Holmes PLLC
                  2211 Norfolk, Suite 1190
                  Houston, Texas 77098
                  Tel: (713) 956-0254
                  Fax: (713) 956-6284

Total Assets: $583,039

Total Debts:  $861,954

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Internal Revenue Service                        $600,000
Special Procedures
1919 Smith Street, Stop 5024
Houston, TX 77002-8049

Corporate Strategies, Inc.                      $360,000
109 North Post Oak Lane, Suite 422
Houston, TX 77025

Employee Wages                                  $180,000
333 North Sam Houston Parkway #275
Houston, TX 77060

Mark Betty                                       $70,000

William H. Stubblebine                           $50,000

Kerri Crawford                                   $45,000

Mark Mueller                                     $42,000

Locke, Liddel & Sapp                             $40,279

CEO Cast Inc.                                    $36,563

Thomas Leger & Co.                               $29,695

Thor Schueler                                    $25,000

United Healthcare                                $23,126

Michael W. Sanders                               $19,150

Investrend Research                              $17,140

Malone & Bailey, PLLC                            $16,850

Briggs & Veselka Co.                              $7,649

Verizon Wireless                                  $7,524

Dell Computers                                    $7,105

Tartan Textiles Service                           $6,847

The St. Paul                                      $3,600


PROXIM CORP: Files Schedules of Assets & Liabilities
----------------------------------------------------
Proxim Corporation and its debtor-affiliates delivered their
Schedules of Assets and Liabilities to the U.S. Bankruptcy Court
for the District of Delaware, disclosing:


     Name of Schedule              Assets            Liabilities
     ----------------              ------            -----------
   A. Real Property
   B. Personal Property          $43,052,610
   C. Property Claimed
      As Exempt
   D. Creditors Holding                              $11,747,389
      Secured Claims
   E. Creditors Holding                              $ 1,084,080
      Unsecured Priority
      Claims
   F. Creditors Holding                              $26,120,224
      Unsecured Nonpriority
      Claims
                                -----------          -----------
      Total                     $43,052,610          $38,951,693

Schedule E does not include $872,802 of claims asserted by
Proxim's employees.
   
Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking   
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security
and surveillance, last mile access, voice and data backhaul,
public hot spots, and metropolitan area networks.  The Debtor
along with its affiliates filed for chapter 11 protection on
June 11, 2005 (Bankr. D. Del. Case No. 05-11639).  When the Debtor
filed for protection from its creditors, it listed $55,361,000 in
assets and $101,807,000 in debts.


QUIGLEY COMPANY: Wants to Expand Future Claimants' Rep.'s Role
--------------------------------------------------------------
Quigley Company asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to expand the scope of the
Future Claimants' Representative's role and the scope of his
professionals' engagements to include the representation of
holders of future silica and silica-related personal injury
claims.  

Albert Togut, Esq., serves as the Future Demand Holders'      
Representative in Quiqley's chapter 11 case.  Mr. Togut's hired:

   -- Togut, Segal & Segal LLP as his special bankruptcy
      counsel;

   -- Hamilton Rabinovitz  & Alschuler, Inc., as his
      claims evaluation consultants; and

   -- Kirkpatrick & Lockhart Nicholson Graham LLP as his
      special insurance counsel.

The Honorable Judge Prudence C. Beatty will convene a hearing on
the request on July 26, 2005, at 2:30 p.m. in the U.S. Bankruptcy
Court for the Southern District of New York, Alexander Hamilton
Custom House, located at One Bowling Green in Manhattan.  

Objections, if any, must be in writing and submitted on or before
July 20, 2005, at 5:00 p.m., and shall be filed with the
Bankruptcy Court either:

   (a) by filing electronically in accordance with General Order
       M-182; or

   (b) by filing a hard copy with the Clerk of Court and Judge
       Beatty, and served on:

       1. Schulte Roth & Zabel LLP
          919 Third Avenue
          New York, NY 10022
          Attn: Lawrence V. Gelber, Esq.

       2. Cadwalader, Wichersham & Taft LLP
          100 Maiden Lane
          New York, NY 10038
          Attn: John H. Bae, Esq.

       3. Caplin & Drysdale, Chartered
          399 Park Avenue, 36th Floor
          New York, NY 10022
          Attn: Elihu Inselbuch, Esq.

                  -- and --

          Caplin & Drysdale, Chartered
          One Thomas Circle, N.W.
          Washington, DC 20005
          Attn: Ronald E. Reinsel

       4. Office of the United States Trustee
          33 Whitehall Street, 21st Floor
          New York, NY 10004
          Attn: Tracy Hope Davis

Headquartered in Manhattan, Quigley Company is a subsidiary of
Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts.  Michael L. Cook, Esq., at
Schulte Roth & Zabel LLP, represents the Company in its
restructuring efforts.  Albert Togut, Esq., at Togut Segal & Segal
serves as the Futures Representative.


RAPID RECOVERY: Taps Dubin Donnelly to Complete 2004 Audit
----------------------------------------------------------
Rapid Recovery Health Services Inc. (RPRV: OTCPK) hired Dubin,
Donnelly & Co. LLP as its new accountant, according to documents
filed with the Securities and Exchange Commission.

The company has been advised of deficiencies in financial
reporting and are taking corrective steps to update financials and
to completely audit 2003 and 2004 returns to ensure compliance to
SEC and Pink Sheets guidelines.

Dubin, Donnelly & Co. LLP, has been retained to bring accounts
current and provide available financial information.  CEO Scott
Warantz stated, "We take financial reporting very seriously and
are working to be in compliance as quickly as possible.  The
conversion from Ortho Shock Wave to Rapid Recovery Health
Services, Inc., created challenges in accurately reporting
financials. This will not be an issue going forward."

In its latest Form 10-Q for the quarterly period ended Sept. 30,
2002, the Company's total liabilities exceed its total assets by
$545,000.

Rapid Recovery, Inc., is taking all steps necessary to engage in
appropriate professional reporting practices and will ensure that
the company maintains its trading status once compliance
guidelines are satisfied.

The Company has established a mobile ESWT Program that contracts
with physicians in the New York-New Jersey-Connecticut Tri-State
area and in Massachusetts, and Florida.  Rapid Recovery is the
exclusive source for low energy ESWT treatment in Podiatry and
Orthopedic Physician offices in these regions.  The Company is
interested in expanding its mobile routes through acquisition in
the top 100 market areas throughout the United States.  Some of
the areas include Illinois, Ohio, North Carolina, Tennessee,
Washington DC, Maryland, Delaware, and Texas.  All of which have
already established reimbursement schedules for the procedure.  
The Company has already generated physician interest in these
markets.


REGIONAL DIAGNOSTICS: Court Okays 363 Sale & Bidding Procedures
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio gave
Regional Diagnostics, LLC, and its debtor-affiliates permission to
sell its business as a going concern subject to a bidding process
under sections 363 and 365 of the Bankruptcy Code.

The Debtors intend to sell substantially all of the assets used in
operating its 24 diagnostic imaging centers located in Ohio,
Illinois, Indiana, Pennsylvania and Florida.  The assets that are
up for auction include, but are not limited to, real and personal
property, equipment, accounts receivable, inventory, trade names,
goodwill and executory contracts.

Navigant Capital Advisors LLC, the Debtors' financial and
restructuring advisor, has identified approximately 30 parties as
an initial target group for marketing and soliciting the assets.  
Navigant will send out solicitation materials to the target group
and will require confidentiality agreements from the interested
parties who wish to conduct due diligence.

Merrill Lynch Capital holds a valid first priority lien on all of
the Debtors' assets as security for a $30 million prepetition loan
extended in April 2003.  The Debtors also obtained a $2.25 million
postpetition loan from Merrill Lynch in May 2005 to fund their
operating expenses.  Merrill Lynch consented to the DIP loan on
the condition that the Debtors develop a bidding and sale
procedure for the prompt sale of their assets.

The Debtor also owes $13.5 million to Gleacher Mezzanine LLC and
Banc Boston Investments, Inc., as well as $11 million to Dr. James
Zelch.  These creditors hold secured junior liens on substantially
all of the Debtors' assets.

All proceeds of the sale will be placed into an escrow account and
distributed in accordance with priorities established under the
Bankruptcy Code, the DIP Credit Agreement and any other applicable
orders.

The Auction for the Debtor's assets is scheduled at 10:00 a.m. on
Aug. 9, 2005, at the offices of Baker & Hostetler LLP in Cleveland
Ohio.  Only pre-qualified bidders are entitled to attend this
auction.  A sale hearing will take place the following day,
Aug. 10, 2005.

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C. -- http://www.regionaldiagnostic.com/-- owns and operates  
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  Jeffrey Baddeley, Esq., at Baker & Hostetler LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


RITE AID: Completes Redemption of Outstanding 11-1/4% Senior Notes
------------------------------------------------------------------
Rite Aid Corporation (NYSE, PCX:RAD) completed its previously-
announced redemption of all of its outstanding $150,000,000
aggregate principal amount of 11-1/4% Senior Notes due 2008.

The Notes were redeemed at a redemption price of 105.625% of the
principal amount thereof plus accrued interest up to, but
excluding, the redemption date of July 15, 2005.  All interest on
the Notes called for redemption ceased to accrue on and after the
Redemption Date.

Rite Aid redeemed the Notes using funds from its accounts
receivable securitization facility and senior secured revolving
credit facility and available cash.  Rite Aid will incur a pre-tax
charge of $9.1 million in the second quarter of fiscal 2006 to
redeem the Notes.  With the redemption, Rite Aid expects to save
approximately $27 million in interest expense before taxes over
the next three years based on current LIBOR rates.

Rite Aid Corporation -- http://www.riteaid.com/-- is one of the  
nation's leading drugstore chains with annual revenues of $16.8
billion and approximately 3,400 stores in 28 states and the
District of Columbia.  

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2005,
Fitch Ratings assigned a 'B' rating to Rite Aid Corporation's 7.5%
$200 million senior secured notes due 2015.  The proceeds from the
issue will be used to repay the $170.5 million 7.625% senior
unsecured notes due April 2005 and the $38.1 million 6% senior
notes due December 2005.  These notes rank pari passu with the
company's outstanding secured notes.  Fitch rates Rite Aid:

   -- $1.7 billion senior unsecured notes 'B-';
   -- $800 million senior secured notes 'B';
   -- $1.4 billion bank facility 'B+.'

Fitch says the rating outlook is stable.


ROYAL GROUP: 2nd Quarter Sales Likely to Dip Below Expectations
---------------------------------------------------------------
Royal Group Technologies Limited (RYG-TSX; RYG-NYSE) advised that
its consolidated sales were less than it expected during the
second quarter, partly as a result of inclement weather conditions
early in the quarter.  In addition, Royal advised that its gross
margins continue to be under pressure from higher raw material
costs.  The Company expects second quarter earnings per share to
be substantially below earnings per share of $0.38 reported for
the comparable quarter in the previous year.  Royal Group will
report its second quarter financial results on August 12, 2005.

Looking forward, the Board wants Royal Group to be prepared for
either the sale of the Company, or its continuation as a public
entity should a fair offer not result from the previously
announced sale process.  Therefore, the Board has approved a four-
part management plan aimed at improving financial performance, and
identifying the appreciation in values of certain assets. The plan
contains the following elements:

    * Business unit portfolio restructuring, involving
      identification of measures to create value from non-core
      operations, and actions to recast or divest of non-
      performing operations;

    * Actions to identify and quantify cost and margin
      opportunities, divisionally and across the enterprise;

    * Enhancing the full potential of core businesses through
      development of a strategic plan by September 2005; and,

    * Exploration of options to refinance the Company, which
      include the recognition of the value imbedded in real
      estate.

To assist with the first three elements of management's plan, a
premiere global strategy consulting firm has been retained.  Royal
Group envisions the consulting firm's participation to span six
months.  They will also assist with development of plans to
improve the Company's information and reporting systems.

To address the Company's inefficient capital structure and to
improve its liquidity position, various refinancing alternatives
are being explored, including possible monetization of Royal
Group's extensive industrial real estate portfolio.  RBC Capital
Markets Real Estate Group has been retained to evaluate options
for the possible monetization of Royal Group's extensive real
estate holdings, in the context of the prevailing strong market
for industrial and commercial buildings.  PricewaterhouseCoopers
is also assisting the Company in evaluating the real estate
options, including potential tax implications.

Royal Group's Board intends to meet as needed during the summer to
review actions recommended by management within the foregoing
framework, and make timely decisions related thereto.  The Company
will announce any major decisions taken and their anticipated
impact on financial results.

Any actions taken will be intended to enhance shareholder value,
whether the Company is sold or continues as a public entity.

Lawrence J. Blanford, who was appointed President and CEO of Royal
Group on May 24, 2005, commented on his Management team's evolving
plans saying, "we are beginning to make the difficult decisions
necessary to deal with our tough business situation, by targeting
our plans at improving profit margins, reducing invested capital
and providing greater strategic focus to the organization."  Mr.
Blanford concluded saying, "we intend to implement our plans to
create value with a sense of urgency, working to build the
confidence of customers, suppliers, employees and financial
stakeholders".

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

                         *      *      *

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


S-TRAN HOLDINGS: Committee Taps Foley & Lardner as Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in S-Tran
Holdings, Inc., and its debtor-affiliates' chapter 11 cases, asks
the U.S. Bankruptcy Court for the District of Delaware for
authority to employ Foley & Lardner LLP as its co-counsel, nunc
pro tunc to May 26, 2005.

Foley & Lardner will:

    a) provide the Committee with legal advice regarding its
       rights, duties and powers as an official committee
       appointed under section 1102 of the Bankruptcy Code;

    b) assist the Committee in investigating the acts, conduct,
       assets, liabilities and financial condition of the Debtors,
       the operation of the Debtors' businesses and the
       desirability of the continuance of such business and any
       other matter relevant to these chapter 11 cases or to the
       formation of a plan;

    c) prepare pleadings and applications necessary in furtherance
       of the Committee's interests and objectives;

    d) participate in formulating a plan of reorganization;

    e) assist the Committee in considering and requesting the     
       appointment of a trustee examiner or conversion, should
       such actions become necessary;

    f) consult with the Debtors, their professionals and  the
       United States Trustee concerning the conversion, should
       such actions become necessary;

    g) represent the Committee in considering and requesting the
       appointment of a trustee examiner or conversion, should
       such actions become necessary;

    h) consult with Debtors, their professional and the United
       States Trustee concerning the administration of the
       Debtors' respective estates;

    i) represent the Committee in hearings and other judicial
       proceedings;

    j) advise the Committee on practice and procedure in the
       Bankruptcy Court for the District of Delaware; and

    k) perform other legal services required and deemed to be in
       the best interests to the Committee and the constituency
       which it represents.

Donald A. Workman, Esq., a partner at Foley & Lardner, reports
that the Firm's professionals charge based on these rates:

       Professional            Hourly Rate
       -------------           -----------
       Partners                $375 - $495
       Associates               180 -  400
       Paraprofessionals         80 -  155

Mr. Workman assures the Court that his Firm does not hold or
represent any interest adverse to the Debtors or their Estates.

Foley & Lardner LLP is a provider of legal counsel to global
companies.  The Firm's experience encompasses a full range of
corporate legal services.  Foley & Lardner's nearly 1,000
attorneys understand today's most complex business issues
including corporate governance, securities enforcement,
litigation, mergers and acquisitions, intellectual property and IP
litigation, labor and employment, and tax.  The Firm offers total
solutions in the automotive, e-business and information
technology, energy, entertainment and media, financial services,
food, golf and resort services, insurance, health care, life
sciences, nanotechnology, and sports industries.

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.


SAXON ASSET: Fitch Holds Junk Rating on 5 Securitization Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Saxon Asset
Securities Trust issues:

   Series 1999-2 group 1

     -- Class MF-1 affirmed at 'AAA';
     -- Class MF-2 upgraded to 'AA' from 'A';
     -- Class BF-1 upgraded to 'BBB+' from 'BBB'.

   Series 1999-2 group 2

     -- Class BV-1 upgraded to 'AA' from 'A'.

   Series 1999-3 group 1

     -- Class AF-6 affirmed at 'AAA';
     -- Class MF-1 affirmed at 'AAA';
     -- Class MF-2 affirmed at 'AA';
     -- Class BF-1 affirmed at 'BBB+';
     -- Class BF-1A affirmed at 'BBB'.

   Series 1999-3 group 2

     -- Class MV-2 affirmed at 'AAA';
     -- Class BV-1 upgraded to 'AA-' from 'A-'.

   Series 1999-5

     -- Class AF-1 affirmed at 'AAA';
     -- Class MF-1 affirmed at 'AA';
     -- Class MF-2 affirmed at 'A';
     -- Class BF-1 downgraded to 'B-' from 'BB-'.

   Series 2000-1 group 1

     -- Class AF-6 affirmed at 'AAA';
     -- Class MF-1 affirmed at 'AA';
     -- Class MF-2 affirmed at 'A';
     -- Class BF-1 remains at 'C'.

   Series 2000-1 group 2

     -- Class MV-2 upgraded to 'AAA' from 'AA';
     -- Class BV-1 upgraded to 'A' from 'BBB'.

   Series 2000-2 group 1

     -- Class AF-6 affirmed at 'AAA';
     -- Class MF-1 affirmed at 'AA';
     -- Class MF-2 downgraded to 'BBB' from 'A';
     -- Class BF-1 remains at 'CCC'.

   Series 2000-2 group 2

     -- Class MV-2 upgraded to 'AAA' from 'AA';
     -- Class BV-1 upgraded to 'A+' from 'BBB+';
     -- Class BV-2 affirmed at 'BB'.  

   Series 2000-3 group 1

     -- Class AF-6 affirmed at 'AAA';
     -- Class MF-1 affirmed at 'AA';
     -- Class MF-2 downgraded to 'BB' from 'BBB';
     -- Class BF-1 remains at 'C'.

   Series 2000-3 group 2

     -- Class MV-2 upgraded to 'AAA' from 'AA';
     -- Class BV-1 upgraded to 'A+' from 'BBB'.

   Series 2000-4 group 1

     -- Class AF-6 affirmed at 'AAA';
     -- Class MF-1 affirmed at 'AA';
     -- Class MF-2 downgraded to 'BB' from 'BBB';
     -- Class BF-1 remains at 'C'.

   Series 2000-4 group 2

     -- Class MV-2 upgraded to 'AAA' from 'A+';
     -- Class BV-1 upgraded to 'A' from 'BBB'.

   Series 2001-1 group 1

     -- Class AF-5 affirmed at 'AAA';
     -- Class AF-6 affirmed at 'AAA';
     -- Class MF-1 affirmed at 'AA';
     -- Class MF-2 downgraded to 'BB' from 'BBB';
     -- Class BF-1 remains at 'C'.

   Series 2001-1 group 2

     -- Class MV-2 upgraded to 'AA' from 'A';
     -- Class BV-1 upgraded to 'BBB+' from 'BBB-'.

   Series 2001-3

     -- Class AF-5 affirmed at 'AAA';
     -- Class AF-6 affirmed at 'AAA';
     -- Class AV-1 affirmed at 'AAA';
     -- Class M-1 downgraded to 'A' from 'AA';
     -- Class M-2 downgraded to 'BBB' from 'A';
     -- Class B downgraded to 'BB' from 'BBB'.

   Series 2003-3

     -- Classes AF-3 to AF-6 affirmed at 'AAA';
     -- Class AV-1 affirmed at 'AAA';
     -- Class AV-2 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A+';
     -- Class M-3 affirmed at 'A';
     -- Class M-4 affirmed at 'A-';
     -- Class M-5 affirmed at 'BBB+';
     -- Class M-6 affirmed at 'BBB-'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by Saxon Mortgage, Inc.  The
mortgage loans consist of fixed-rate and adjustable-rate mortgages
extended to subprime borrowers and are secured by first and second
liens, primarily on one- to four-family residential properties.  
As of the June 2005 distribution date, the transactions are
seasoned from a range of 21 to 73 months, and the pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) range from approximately 6% (series 1999-2 group
2) to 49% (series 2003-3).

The upgrades reflect an improvement in the relationship between
credit enhancement and future loss expectations and affect
approximately $102.6 million of outstanding certificates.  The
affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$771.3 million of outstanding certificates.  The negative rating
actions, which affect approximately $105.3 million of outstanding
certificates, reflect deterioration in the relationship between
credit enhancement and future loss expectations.

Although losses and delinquency have generally been higher than
initially expected, the bonds in transactions prior to series
2001-3 have benefited from trigger requirements, which have
prevented credit enhancement from stepping down and
overcollateralization from being released.  It is Fitch's
expectation that the triggers in these transactions will continue
to fail, and credit enhancement will continue to grow as a
percentage of the outstanding pool balance.

While the failed triggers have benefited all pools prior to series
2001-3, pools with variable-rate bond coupons backed by
adjustable-rate mortgages have benefited additionally from a
favorable interest-rate environment, which has provided
significantly more excess spread than initially expected.  Fitch-
rated Saxon pools with variable-rate bond coupons currently have
500-750 bps of annualized excess spread.  Since most of the Hybrid
ARM mortgages in these pools are past their initial reset date,
the pools were not significantly affected by Fitch interest rate
stress assumptions.  The excess spread in pools with fixed-rate
bond coupons has not benefited directly from the favorable
interest-rate environment and is only approximately 150-300 bps
annually.

Headquartered in Glen Allen, VA, Saxon Mortgage, Inc. primarily
originates and purchases single-family residential mortgage loans
and home equity loans through retail, wholesale, and correspondent
channels.  Saxon Mortgage Services, Inc., rated 'RPS2+' by Fitch,
acts as servicer for the transactions mentioned above.

Fitch will continue to closely monitor these transactions.  
Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
Web site at http://www.fitchratings.com/


SIRVA INC: Selling SIRVA Logistics to NAL Worldwide for $11.9 Mil.
------------------------------------------------------------------
Through its subsidiary, North American Van Lines, Inc., SIRVA,
Inc. (NYSE: SIR), a global relocation services provider, has
signed a definitive agreement to sell its Transportation Solutions
business, known in the industry as SIRVA Logistics, to an
affiliate of Lake Capital Partners LP, NAL Worldwide LLC.

Under the terms of the Agreement, NAVL will assign certain real
property leases and customer contracts to Buyer and will sell
certain assets used in the Business, including furniture,
fixtures, software and other intellectual property, in exchange
for:

  (a) a cash payment of $11.9 million payable at closing;

  (b) a cash payment of $1 million, payable upon completion by
      NAVL of all services it is required to provide to Buyer
      under an information technology services agreement, which
      services are expected to be completed within 12 months after
      closing; and

  (c) the Buyer's assumption of certain liabilities, including
      certain of NAVL's obligations under existing customer
      contracts and leases.  

NAVL will also retain the pre-closing working capital of the
Business, which is currently estimated at approximately
$7 million.  SIRVA expects the closing of this transaction, which
is subject to customary conditions, including obtaining certain
consents, to occur by July 31, 2005.

This transaction represents the final step in the Disposal Plan
(as defined below) authorized and approved by SIRVA's Board of
Directors on Sept. 9, 2004.  

Lake Capital is a Chicago-based private equity firm that invests
in and supports the growth strategies of service-based businesses.  
In addition to the capital provided for the acquisition, Lake
Capital has allocated funds to expand the presence and
capabilities of the business.

The sale of its Transportation Solutions business further
strengthens SIRVA's focus of its resources on becoming the world's
leading provider of relocation services.

The new business will be named NAL Worldwide LLC and has agreed to
offer the approximately 600 SIRVA associates comparable jobs upon
the transaction's closing.  About 260 SIRVA Logistics associates
work in SIRVA's facility in Fort Wayne, Ind., while the remainder
work in facilities across the United States and in the company's
Westmont, Ill., corporate office.

"We are excited about working with the NAL Worldwide team to build
on their heritage of great client service.  Lake Capital partners
with strong management teams dedicated to providing the highest
level of client service through delivering high value and
differentiated offerings.  NAL Worldwide, through its 600
associates, has a proven track record of successfully serving
clients," said Paul Yovovich, president of Lake Capital.

SIRVA Logistics is a third-party, non-asset based logistics
provider focused on inventory management and optimization.  Prior
to 2003, SIRVA Logistics was known as northAmerican Logistics.

SIRVA, Inc. -- http://www.sirva.com/-- provides relocation  
solutions to a well- established and diverse customer base around
the world.  The company is the leading global provider that can
handle all aspects of relocations end-to-end within its own
network, including home purchase and home sale services, household
goods moving, mortgage services and insurance.  SIRVA conducts
more than 365,000 relocations per year, transferring corporate and
government employees and moving individual consumers.  The company
operates in more than 40 countries with approximately 7,000
employees and an extensive network of agents and other service
providers.  SIRVA's well-recognized brands include Allied,
northAmerican, Global, and SIRVA Relocation in North America;
Pickfords, Huet International, Kungsholms, ADAM, Majortrans,
Allied Arthur Pierre, Rettenmayer, and Allied Varekamp in Europe;
and Allied Pickfords in the Asia Pacific region.

                        *     *     *

As reported in the Troubled Company Reporter on March 17, 2005,  
Standard & Poor's Ratings Services placed its ratings on SIRVA  
Inc., including the 'BB' corporate credit rating, on CreditWatch  
with negative implications.  

The CreditWatch placement follows SIRVA's announcement:  

   -- that charges related to its insurance and European  
      businesses will be higher than previously anticipated;  

   -- that its year-end financial statement will be delayed; and  

   -- that it will incur significant expenses in 2005 to address  
      financial control weaknesses.  

"The CreditWatch placement reflects SIRVA's disclosure of  
additional extraordinary charges, significant costs related to  
improved financial control to be incurred in 2005, and recent  
earnings pressure, which will likely delay anticipated  
improvements in earnings and cash flow," said Standard & Poor's  
credit analyst Kenneth L. Farer.


SPIEGEL INC: Revenue Department Submits Memorandum of Law
---------------------------------------------------------
The Illinois Department of Revenue delivered to the U.S.
Bankruptcy Court for the Southern District of New York a
memorandum of law in support of its request to reconsider the
disallowance of its $2,696,174 claim.

James D. Newbold, the Revenue Department's Assistant Attorney
General, insists that the Court should vacate the default order
disallowing Claim No. 162 pursuant to Section 502 of the
Bankruptcy Code and Rule 3008 of the Federal Rules of Bankruptcy
Procedure.

Mr. Newbold says the Court's power to reconsider the disallowance
of claims arises from the "ancient and elementary power" of the
bankruptcy court to reconsider its prior orders in appropriate
circumstances in the interest of justice.  Moreover, Mr. Newbold
says that the Revenue Department's request can be considered by
applying the "excusable neglect" standard under Rule 60(b) of the
Federal Rules of Civil Procedure.

Mr. Newbold notes that "excusable neglect" is not a defined term,
although there is a substantial body of case law discussing
various factors to be considered.  In "Pioneer Investment
Services Co. v. Brunswick Associates L.P.," 507 U.S. 380 (1993),
"excusable neglect" constitutes, for purposes of allowing late-
filed claims:

   (1) whether there is danger of prejudice to the debtor;

   (2) the length of time of the delay and its impact on the
       judicial proceeding;

   (3) the reason for the delay including whether it was in the
       movant's reasonable control; and

   (4) whether the movant acted in good faith.

In 1996, the Second Circuit enunciated its own test for the
factors to be considered in determining whether "excusable
neglect" exists in the default judgment context.  In "American
Alliance Insurance Co., Ltd. v. Eagle Insurance Co.," 92 F. 3d 57
(2nd Cir. 1996), the factors include:

   (1) whether the failure to respond was willful;

   (2) whether the movant had a legally supportable defense; and

   (3) the amount of prejudice that the non-movant would incur if
       the motion was granted.

However, regardless of which test applies, the Revenue Department
maintains that its failure to timely file a response to the
Debtors' claims objection was based on excusable neglect within
the meaning of Civil Rule 60(b) and, therefore, its claim should
be reinstated.

With respect to the issue of prejudice, Mr. Newbold recounts that
the Revenue Department filed its Motion for Reconsideration on
December 3, 2004, 10 days after the default order was entered on
November 23, 2004.  No significant developments happened in the
case during that period; not until February 18, 2005, when the
Debtors filed their joint plan of reorganization and until
May 25, 2005, when the Plan was confirmed.

Mr. Newbold also contends that although the Revenue Department's
request has been continued several times, it was done to allow
the parties to continue negotiations to see if the claim could be
resolved.  Thus the adjournments do not constitute prejudice.

"Had the Department waited until after the terms of the [P]lan
had been negotiated or even until the [P]lan had been confirmed
before asking for reconsideration, it is possible that the delay
could have been prejudicial but that is clearly not the case
here," Mr. Newbold says.

In addition, Mr. Newbold tells Judge Lifland that the Revenue
Department's failure to respond was not willful, but was at most
"negligent" and beyond its reasonable control.  Specifically, the
Revenue Department's delay in filing the response was due to the
negligence of its employee, Lila Johnson.  Ms. Johnson misfiled
the original objection and failed to refer it to Mr. Newbold's
office.

Mr. Newbold assures the Court that the Revenue Department
certainly acted in good faith.

Mr. Newbold further avers that the Revenue Department's liability
for the 1989-1992 tax periods arises from legal settlements
between the parties, pursuant to which the Debtors paid most of
the tax liability but none of the related interest.  Not only has
the liability been assessed but some of it has been liened.

Moreover, the Revenue Department seeks for leave to file its
response to the Debtors' Thirteenth Omnibus Objection as it
relates to Claim No. 162.

                        Parties Stipulate

In a continued effort to resolve Claim No. 162 consensually, the
Debtors and the Revenue Department agree that the hearing date on
the Department's request will be adjourned until August 2, 2005,
at 10:00 a.m.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  The Court confirmed the Debtors'
Modified First Amended Joint Plan of Reorganization on May 23,
2005.  Impaired creditors overwhelmingly voted to accept the Plan.
(Spiegel Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


TECUMSEH PRODUCTS: Violates Debt Covenant Under 4.66% Sr. Notes
---------------------------------------------------------------
Tecumseh Products Company asked the holders of $300,000,000 of
4.66% Senior Guaranteed Notes Due March 5, 2011, to relax a
required 3:1 ratio of Consolidated Total Debt to Consolidated
Operating Cash Flow (tested on a rolling four-quarter basis) with
which the company failed to comply as of June 30, 2005.  The
Noteholders declined to modify the covenant.  The Noteholders
agreed to grant a temporary waiver of the default through Aug. 8,
2005.  

During this Temporary Waiver Period, and until a permanent
modification or waiver is agreed to with the Noteholders:

    -- Tecumseh is restricted in its ability to dispose of
       assets, acquire other businesses, or engage in any
       securitization transaction; and

    -- Tecumseh is prohibited from paying any dividends to
       common stockholders.  

As a condition to obtaining the Temporary Waiver, the company paid
all accrued and unpaid fees and disbursements owed to Chapman &
Cutler for their work prior to June 30, and paid retainers to the
Noteholders' special counsel and financial advisor:

        Retainer     Professional
        --------     ------------
        $100,000     Bingham McCutchen LLP
   
        $200,000     Conway, Del Genio, Gries & Co. LLC
   
The Noteholders, as of June 30, 2005, are:

                                                     Outstanding
         Noteholder                                   Principal
         ----------                                  ------------
   New York Life Insurance Company                 $23,333,333.33

   New York Life Insurance and Annuity
      Corporation                                   13,750,000.00

   New York Life Insurance and Annuity Corporation     416,666.67
        Institutionally Owned Life Insurance
        Separate Account

   State Farm Life Insurance Company                31,666,667.00

   State Farm Life and Accident Assurance Company    1,666,667.00

   Hare & Co. (as nominee for General Electric
      Capital Assurance Company)                    12,500,000.00

   Hare & Co. (as nominee for GE Capital Life
      Assurance Company of New York)                 4,166,667.00

   Cudd & Co. (as nominee for Employers
      Reinsurance Corporation)                       4,166,667.00

   Hare & Co. (as nominee for First Colony Life
      Insurance Company)                             4,166,667.00

   Hare & Co. (as nominee for GE Life and
      Annuity Assurance Company)                     4,166,667.00

   Great-West Life & Annuity Insurance Company      12,500,000.00

   London Life Insurance Company                     8,333,333.33

   Mac & Co. (as nominee for The Great-West Life
      Assurance Company)                             4,166,666.67

   London Life and Casualty (Barbados) Corporation   4,166,666.67

   Mac & Co. (as nominee for Pacific Life
      Insurance Company)                            20,833,333.33

   Jefferson-Pilot Life Insurance Company            7,500,000.00

   Jefferson Pilot Financial Insurance Company       5,833,325.00

   Jefferson Pilot LifeAmerica Insurance Company     3,333,333.00

   Massachusetts Mutual Life Insurance Company      13,583,325.00

   C.M. Life Insurance Company                       2,666,666.67

   Gerlach & Co. (as nominee for MassMutual Asia)      416,666.67

   Allstate Life Insurance Company                  10,000,000.00

   Allstate Life Insurance Company of New York       4,166,667.00

   American Heritage Life Insurance Company          2,500,000.00

   Nationwide Life Insurance Company                 7,500,000.00

   Nationwide Life and Annuity Insurance Company     6,250,000.00

   Nationwide Mutual Insurance Company               2,916,666.67

   Transamerica Life Insurance Company               6,250,000.00

   Transamerica Occidental Life Insurance Company    3,125,000.00

   Transamerica Life Insurance and Annuity Company   3,125,000.00

   Hartford Life Insurance Company                   6,666,667.00

   Hartford Underwriters Insurance Company           3,333,333.00

   American United Life Insurance Company            6,250,000.00

   Pioneer Mutual Life Insurance Company               625,000.00

   The State Life Insurance Corp.                      625,000.00

   Ameritas Life Insurance Corp.                     1,666,666.67

   Salkeld & Co. (as nominee for Acacia National
      Life Insurance Company)                          833,333.33

   Ameritas Variable Life Insurance Company            833,333.33
   
                        *     *     *

Tecumseh Finance Chief James Nicholson tells Gary Pakulski at The
Toledo Blade that the firm is "healthy" and describes the problems
as a "blip in the road."  

Tecumseh Products Company -- http://www.tecumseh.com/-- is a full  
line, independent global manufacturer of hermetic compressors for
air conditioning and refrigeration products, gasoline engines and
power train components for lawn and garden applications,
submersible pumps, and small electric motors.  Tecumseh's products
are sold in over 120 countries around the world.


TEXAS PETROCHEMICAL: Trustee Wants To Extend Objection Deadline
---------------------------------------------------------------
H. Miles Cohn, the Plan Trustee of the Liquidating Trust for Texas
Petrochemical Holdings, Inc. and TPC Holdings L.L.C., fka TPC
Holding Corp., asks the U.S. Bankruptcy Court for the Southern
District of Texas to further extend until July 7, 2006, its
deadline to object to proofs of claim filed by creditors in the
Debtors' chapter 11 proceeding.  The Debtors' claims objection
deadline expired on July 7, 2005.

The Plan Trustee needs more time to evaluate and pursue litigation
claims that may result in recoveries to the bankruptcy estate.

At this time, Mr. Cohn said he does not believe that there are
sufficient funds to make any distribution to unsecured creditors.  
The bankruptcy estate does have litigation claims that may result
in future income to the estate and funds to distribute to
unsecured creditors.  Unless and until there are funds to
distribute, however, the Plan Trustee does not believe the expense
of evaluating and objecting to unsecured claims will benefit the
unsecured creditors.

As previously reported, Jack B. Fishman resigned as the
Liquidating Trustee appointed pursuant to the Modified Amended
Joint Plan of Liquidation for the Debtors on June 16, 2005.

On that same day, Huff Alternative Income Fund, L.P., as the
Plan's proponent, and the primary beneficiary of the trust, named
H. Miles Cohn to be the successor trustee of the Liquidating
Trust.

Mr. Cohn adds that the trust documents confirming his appointment
have not yet been executed and he has yet to receive the files
relevant to the evaluation of the unsecured creditors' claims.  If
the Court declines to grant a full one-year extension pending
litigation recoveries, Mr. Cohn seeks to extend the deadline to
October 5, 2005 as an alternative closing date.

Texas Petrochemical, L.P. produces C4 chemical products widely
used as chemical building blocks for synthetic rubber, nylon
carpets, adhesives, catalysts and additives used in high-
performance polymers.  The company has manufacturing facilities in
the industrial corridor adjacent to the Houston Ship Channel and
operates product terminals in Baytown, Texas and Lake Charles,
Louisiana.   After filing for chapter 11 protection on July 20,
2003 (Bankr. S.D. Tex. Case No. 03-40258), the parent company
emerged from bankruptcy in May 2004.  The Court confirmed the Plan
filed by Huff Alternative Income Fund LP for Texas Petrochemical
Holdings, Inc., and TPC Holdings LLC on April 24, 2005.  When the
Debtors filed for protection from their creditors, they listed
$512,417,000 in total assets and $448,866,000 in total debts on a
consolidated basis.  Mark W. Wege, Esq., at Bracewell & Patterson,
LLP represents the Debtors.


TRINITY LEARNING: Completes $4.5 Mil. Instream Capital Financing
----------------------------------------------------------------
Trinity Learning Corporation (OTC Bulletin Board: TTYL) closed a
$4.5 million financing facility from Instream Capital LLC.  The
Credit Agreement is a secured, nonconvertible 18-month interest-
only term loan.  A portion of the proceeds will be used to
refinance the Company's previous interim financing obtained from
Laurus Funds in Fall 2004.  Net proceeds of the financing will be
used for working capital.

"We believe this financing facility from Instream will enable us
to maximize the value of our newly acquired operating platform,
Trinity Workplace Learning, and is an important milestone in our
overall strategy to build one of the first great brands in the
global learning industry," Doug Cole, CEO of Trinity Learning,
said.

According to Urban Smedeby, Partner of Instream Capital, "We are
pleased to have formed what we expect to be a long-term
relationship with Trinity Learning.  The assets recently acquired
from PRIMEDIA have expanded the Company's breadth of product
offerings and its reach to major industry verticals.  With some of
the leading brands in workplace learning for healthcare,
industrial services and public safety, and a management team
focused on achieving operating efficiencies and profitability, we
believe that the Company is well-positioned to extend its
leadership position in the distance learning and education
marketplace."

                     Credit Agreement

On July 13, 2005, the Company entered into a Credit Agreement with
Instream Investment Partners, LLC, as administrative agent, and
certain lenders.  Pursuant to the terms of the Credit Agreement,
the Lenders loaned to the Company $3,500,000.  The Company may
borrow up to an additional $1,000,000 under the Credit Agreement
until Jan. 13, 2006.  The loan matures on Jan. 13, 2007, with
interest payable monthly at the rate of 12% per annum.

The obligations of the Company under the Credit Agreement are
secured by a security interest in substantially all existing and
hereafter acquired assets of the Company.  TouchVision, Inc., and
Trinity Workplace Learning Corporation, subsidiaries of the
Company, each have guaranteed the obligations of the Company under
the Credit Agreement, and have granted the Lenders a security
interest in substantially all of their respective existing and
hereafter acquired assets.  The Company also granted to the
Lenders warrants to acquire up to an aggregate of 5.25% of the
outstanding common stock of the Company on a fully-diluted basis,
and entered into a Registration Rights Agreement with respect to
the common stock issuable upon exercise of the Warrants.

Instream Capital provides timely and innovative lending solutions
to private and public companies.  Whether it is a bridge loan for
an acquisition or a senior note as an alternative to new equity,
as a principal investor, Instream Capital acts quickly to provide
not only the required funds, but also when it is most essential.
Instream Capital has no preset lending formula nor does it have an
industry focus.  Transactions are structured around a company's
needs and not financial ratios and covenants.

Trinity Learning Corporation (OTC Bulletin Board: TTYL) --
http://www.trinitylearning.com/-- is a global learning company  
that is aggressively executing an acquisition-based growth
strategy in the $2 trillion global education and training market.  
The Company currently provides workplace learning and
certification services to 7,000 clients including governmental
organizations and Fortune 1000 companies. With 300 employees and a
205,000 sq. foot state-of-the-art content production and
distribution facility, Trinity Learning produces and delivers
education and training content to organizations in growing
vertical markets such as healthcare, homeland security, and
industrial services.  Trinity Learning is focused on the growing
and highly fragmented workplace certification sector and by
leveraging its size and expertise to new industry segments and
geographic markets through additional acquisitions, internal
growth, and strategic alliances.  Trinity Learning is seeking to
become an industry leader and one of the first global learning
brands over the next five years.  

At Mar. 31, 2005, Trinity Learning Corporation's balance sheet
showed a $2,244,259 stockholders' deficit, compared to a $444,520
positive equity at Jun. 30, 2004.


TRINSIC INC: Enters Into Debt-for-Equity Swap with 1818 Fund
------------------------------------------------------------
Trinsic, Inc. (NASDAQ/SC: TRIN) entered into an agreement with The
1818 Fund III, L.P., Trinsic's largest stockholder, to exchange
all outstanding indebtedness (approximately $21.5 million as of
July 15, 2005) under Trinsic's Standby Credit Facility for an
equivalent liquidation preference of Series H Preferred Stock.  
The Fund will also purchase an additional $2.5 million in
liquidation preference of Series H Preferred Stock simultaneously
with the exchange, resulting in an aggregate liquidation
preference of approximately $24.0 million of Series H Preferred
Stock being issued.  The Company expected to consummate the
exchange and purchase on July 15, 2005.

The Series H Preferred Stock is mandatorily convertible into
common stock upon the later to occur of:

  (a) Sept. 30, 2005 or

  (b) the approval of the issuance of common stock at the
      conversion price as contemplated by the Series H Preferred
      Stock by holders of Trinsic's common stock (or a
      determination that such approval is not required under the
      applicable rules of the Nasdaq SmallCap Market).  

Trinsic expects to hold a special meeting of stockholders for the
purpose of approving the issuance of common stock as described
above and the reverse stock split described below on or before
Sept. 19, 2005.

Following stockholder approval (unless it is not required under
applicable rules of the Nasdaq SmallCap Market), the Series H
Preferred Stock will automatically convert into shares of
Trinsic's common stock at a conversion price equal to $0.39, per
share, subject to customary antidilution adjustments; provided,
however, that if on or prior to September 29, 2005, the
Corporation shall not have entered into a definitive agreement(s)
to acquire no less than 150,000 "UNE-P" subscriber lines (tested
as of Sept. 29, 2005), then the conversion price shall reduce to
$0.20 per share, subject to customary antidilution adjustments.  
Trinsic noted that it has been engaged in discussions with several
telecommunications carriers with a view towards the acquisition of
additional subscriber lines in its key markets through purchase,
swap or other means.  To date, none of these discussions have
resulted in specific line acquisition agreements, and Trinsic
cannot at this time determine the probability of any such
transaction occurring on or before Sept. 29, 2005, or at all.

Initially, the Series H Preferred Stock will not accrue dividends
(other than a proportionate share of dividends, if any, declared
on Trinsic's common stock).  Beginning Jan. 1, 2006, if the Series
H Preferred Stock has not previously converted into common stock,
the holders of shares of Series H Preferred Stock, in preference
to the holders of shares of common stock and of any shares of
other junior capital stock, shall be entitled to receive, when, as
and if declared, dividends at an annual rate of 12.50%.

Trinsic also said that at the previously mentioned special
meeting, stockholders will be asked to approve one or more reverse
stock split alternatives in amounts to be determined, to be
implemented or abandoned in the discretion of Trinsic's Board of
Directors.

Trinsic, Inc. -- http://www.trinsic.com/-- offers consumers and  
businesses enhanced wire line and IP telephony services.  All
Trinsic products include proprietary services, such as Web-
accessible, voice-activated calling and messaging features that
are designed to meet customers' communications needs intelligently
and intuitively.  Trinsic is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint.
Trinsic changed its name from Z-Tel Technologies, Inc. on January
3, 2005.

At Mar. 31, 2005, Trinsic, Inc.'s balance sheet showed an
$18,183,000 stockholders' deficit, compared to a $21,082,000
deficit at Dec. 31, 2004.


TRUMP HOTELS: Wants Court to Nix Connectiv Power's $536,061 Claim
-----------------------------------------------------------------
Conectiv Power Delivery filed Claim Nos. 1557 and 1753, each
asserting $536,061 for prepetition goods and services.

Trump Hotels & Casino Resorts, Inc. nka Trump Entertainment
Resorts, Inc., and its debtor-affiliates asked the U.S. Bankruptcy
Court for the District of New Jersey to expunge Claim No. 1557,
asserting that it is duplicative of Claim No. 1753.  The Debtors
subsequently argued that Claim No. 1557 should be expunged
because the Debtors have already paid that claim.

The Debtors contend that they have satisfied all of Conectiv's
prepetition claims, including those asserted by the Claims.

Conectiv and the Debtors 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 Conectiv since the Petition Date, Conectiv
       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: Jessica Sydler Gets Court Nod to Lift Automatic Stay
------------------------------------------------------------------
The Honorable Judge Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey lifted the automatic stay in Trump Hotels &
Casino Resorts, Inc. nka Trump Entertainment Resorts, Inc., and
its debtor-affiliates' chapter 11 cases so that Jessica Sydler can
proceed against Trump Taj Mahal with a personal injury action in
the Superior Court of New Jersey.

Frank A. Delle Donne, Esq., in Bridgewater, New Jersey, relates
that Ms. Sydler was injured at the Trump Taj Mahal Hotel on
November 28, 2002.  On November 23, 2004, Ms. Sydler filed a
complaint seeking damages in the Superior Court of New Jersey
Hudson County against Trump Taj Mahal.

On January 20, 2005, the Honorable Carmen Messano, J.S.C.
directed Ms. Sydler to apply to the Bankruptcy Court for
permission to proceed in the Superior Court subject to any
conditions the Bankruptcy Court may impose.  No action has been
taken in the Superior Court case other than the filing of the
complaint and notices of appearance of the plaintiff's counsel.

According to Mr. Donne, the automatic stay must be lifted to
allow Ms. Sydler to proceed in the Superior Court to obtain
judgment and liquidate her claim to a specific amount.

"There is no intent to execute any judgment that may be obtained
until the Bankruptcy Court so allows," Mr. Donne says.

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)


UAL CORP: Inks Letter of Intent with U.S. Bank to Purchase Planes
-----------------------------------------------------------------
UAL Corporation and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Northern District of Illinois to
enter into a Letter of Intent with U.S. Bank for the purchase of
four Boeing 767-300ER aircraft and eight Pratt & Whitney PW 4000
engines.  The aircraft bear Tail Nos. N657UA, N658UA, N659UA, and
N660UA, and are financed prepetition through the Jets 1995A
transaction.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, relates that on June 17, 2005, the Court allowed the
Debtors to pay an $11,000,000 deposit for the Jets 1995A aircraft
in accordance with the LOI.

Mr. Sprayregen assures the Court that the terms of the LOI make
business sense.  The Debtors' experts, Babcock & Brown, advised
that there are very few Boeing 767-300ER aircraft currently
available.  Values for Boeing 767-300ERs have recently increased
and the aircraft financiers have ready alternatives in the
secondary market.

Any transaction with a third party would take considerable time
and the aircraft would have to be retrofitted and configured to
the Debtors' specifications, Mr. Sprayregen says.  Therefore, any
alternative to the LOI would produce a gap in the Debtors' fleet
configuration between return of the Jets 1995A aircraft and the
acquisition of replacement aircraft.  This gap would lower
revenues, disrupt routes and harm customer goodwill.

Mr. Sprayregen admits that the price for the Jets 1995A aircraft
under the LOI may exceed the market price.  However, it is still
better for the Debtors to consummate the transaction rather than
search for replacement aircraft.

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


UNITED REFINING: Earns $6.9 Million of Net Income in Third Quarter
------------------------------------------------------------------
United Refining Company reported its operating results for the
third fiscal quarter and nine-month period ended May 31, 2005.

Net sales for the three months ended May 31, 2005 and May 31, 2004
were $479.5 million and $374.3 million, respectively.  This was an
increase of $105.2 million or 28.1% over the prior year quarter.  
Net sales for the nine months ended May 31, 2005 and May 31, 2004
were $1,290.4 million and $1,032.1 million, respectively, which
was an increase of $258.3 million or 25.0% over the prior year
period.  Increases in net sales for both the quarter and nine
months ended May 31, 2005 were due primarily to increases in
refined product selling prices attributed to increased worldwide
crude oil prices.

Operating income for the three months ended May 31, 2005 was
$19.0 million or an increase of $5.5 million from operating income
of $13.5 million for the quarter ended May 31, 2004.  Operating
income for the nine months ended May 31, 2005 was $15.6 million, a
decrease of $14.7 million from the $30.3 million in operating
income for the nine months ended May 31, 2004.

Earnings before interest, taxes, depreciation and amortization for
the three months ended May 31, 2005 increased $5.0 million to
$22.5 million from $17.5 million as of May 31, 2004.  EBITDA
decreased $14.8 million for the nine months ended May 31, 2005, to
$27.3 million from $42.1 million for the nine months ended May 31,
2004.   

                                      UNITED REFINING COMPANY
                                      (dollars in thousands)
    
                       Three Months Ended               Nine Months Ended
                        May 31,     May 31,              May 31,    May 31,
                         2005        2004                 2005       2004
                                 (As Restated)                   (As Restated)
     Net Sales        $479,548    $374,320           $1,290,390 $1,032,100
     Operating Income  $19,044     $13,547              $15,599    $30,338
     Net Income (Loss)  $6,945      $4,692              $(2,342)    $8,150
     Income Tax Expense
      (Benefit)         $4,627      $3,161              $(1,551)    $5,494
     EBITDA            $22,527     $17,527              $27,270    $42,091
    
    
    
    EBITDA Reconciliation:
    
                                      UNITED REFINING COMPANY
                                      (dollars in thousands)
    
                       Three Months Ended               Nine Months Ended
                        May 31,     May 31,              May 31,    May 31,
                         2005        2004                 2005       2004
                                 (As Restated)                   (As Restated)
    
     Net Income (Loss)  $6,945      $4,692              $(2,342)    $8,150
     Interest Expense    6,620       5,483               18,160     15,963
     Income Tax Expense
      (Benefit)          4,627       3,161               (1,551)     5,494
     Depreciation        3,348       3,211               10,033      9,618
     Amortization          987         980                2,970      2,866
     EBITDA            $22,527     $17,527              $27,270    $42,091
            
United Refining Company -- http://www.urc.com/-- operates a  
65,000 bpd refinery in Warren, Pennsylvania.  In addition to its
wholesale markets, the Company also operates 373
Kwik Fill(R) / Red Apple(R) and Country Fair(R) retail gasoline
and convenience stores located primarily in western New York and
western Pennsylvania.

                         *     *     *

As reported in the Troubled Company Reporter on July 27, 2004,
Standard & Poor's Ratings Services assigned its 'B-' rating to
United Refining Company's $200 million 10.5% senior notes due
2014.  The Company's $200 million 10.75% senior notes are also
rated B-.  S&P assigned a B- corporate credit rating with stable
outlook.


US AIRWAYS: Wants to Employ Merrill Lynch as Dealer Manager
-----------------------------------------------------------
Pursuant to the Rights Offering contemplated in the Plan of
Reorganization, US Airways, Inc., and its debtor-affiliates will
distribute rights to purchase 9,090,909 shares of Reorganized US
Airways Group common stock to record holders of Class A and Class
B common stock of America West, and to certain unsecured
creditors.  More specifically, America West Class A and Class B
common stockholders will receive transferable subscription rights
based on the number of shares owned, while certain unsecured
creditors will receive non-transferable subscription rights based
on the dollar amounts of claims allowed to vote on the Plan.  The
common stock will have a par value of $0.01 per share.

Each subscription right entitles its holder to purchase one share
of US Airways Group common stock for $16.50, Brian P. Leitch,
Esq., at Arnold & Porter, in Denver, Colorado, explains.
Participants may purchase additional shares for $16.50 under an
over-subscription privilege.  Unexercised rights will expire
without payment to the holders.

According to Mr. Leitch, the Debtors need a dealer manager for
the Rights Offering to facilitate the distribution and exercise
of rights by recipients.  The dealer manager will confirm that
rights recipients have received essential documentation, respond
to questions about the mechanics and nature of the Rights
Offering, and direct rights recipients to additional information.  
A dealer manager increases the likelihood that the rights will be
exercised, resulting in greater proceeds to the Debtors.

The Debtors selected Merrill Lynch, Pierce, Fenner & Smith
Incorporated as dealer manager because of the firm's expertise in
finance matters, knowledge of the airline industry, and
experience as a dealer manager.  Merrill Lynch is an active
trader in airline securities, including those of the Debtors and
America West.  Merrill Lynch has provided investment-banking
services to America West.  Merrill Lynch is currently acting as
structuring advisor to America West for the Rights Offering.

US Airways Group will indemnify Merrill Lynch in the performance
of Rights Offering services.  Merrill Lynch will be paid 2.75% of
the aggregate subscription price for all shares of common stock
that are issued in the Rights Offering.  Moreover, the Debtors
will pay:

  (a) all fees and expenses for the preparation, filing,
      printing, mailing and publishing of Rights Offering
      materials;

  (b) all fees and expenses of the Subscription Agent and
      Information Agent;

  (c) all advertising charges;

  (d) all fees and expenses of brokers, dealers, banks and trust
      companies for forwarding the Rights Offering materials to
      their customers;

  (e) all fees and expenses to register or qualify the securities
      under state securities or "blue sky" laws;

  (f) all listing fees and other fees and expenses associated
      with listing the shares on the New York Stock Exchange;

  (g) the filing fee of the National Association of Securities
      Dealers; and

  (h) all other fees and expenses connected with the Rights
      Offering.

The Debtors will mail the Rights Offering prospectus after the
U.S. Bankruptcy Court for the Eastern District of Virginia
approves the Disclosure Statement, which is anticipated to occur
by August 9, 2005.

Paul A. Pepe, Managing Director at Merrill Lynch, signs the
Letter Agreement on the firm's behalf.

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)


USGEN NEW ENGLAND: Iroquois Gas Holds $8.4M Allowed Unsec. Claim
----------------------------------------------------------------
USGen New England, Inc., sought and obtained the U.S. Bankruptcy
Court for the District of Maryland's authority to reject two Gas
Transportation Contracts for Firm Reserved Service with Iroquois
Gas Transmission System, LP, dated June 5, 1991 and March 31,
2003.

As security for USGen's payment obligations under the Iroquois
Contracts, prior to the Petition Date, JPMorgan Chase Bank issued
a $1,700,000 irrevocable letter of credit in favor of Iroquois.  
Iroquois has drawn the full amount of the Letter of Credit,
applying $462,042 to satisfy outstanding prepetition payment
obligations under the Iroquois Contracts and holding the
remaining amount of $1,237,069.  USGen furnished additional
security to Iroquois in the form of cash in the aggregate amount
of $845,620.

Iroquois filed Claim No. 34 for purported damages arising from
USGen's rejection of the Iroquois Contracts for $49,806,201.

John Lucian, Esq., at Blank Rome, LLP, in Baltimore, Maryland,
relates that USGen's First Amended Plan of Liquidation
contemplates that the holders of Allowed Class 3 Claims resulting
from the rejection of an executory contract will receive payment
in full together with postpetition interest.  

After lengthy negotiations, the parties want to resolve and fix
Iroquois' claim in a cost-effective and efficient manner.  In a
Court-approved stipulation, the parties agree that Iroquois will
have an allowed general unsecured claim for $8,400,000.  Iroquois
will be entitled to retain both the Remaining Letter of Credit
Proceeds and the Cash Security, together with any interest that
has been earned to date.  The parties will exchange mutual
releases.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on July
8, 2003 (Bankr. D. Md. Case No. 03-30465).  John E. Lucian, Esq.,
Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig A.
Damast, Esq., at Blank Rome, LLP, represent the Debtor in its
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.  The Debtor filed its Second Amended
Plan of Liquidation and Disclosure Statement on March 24, 2005
(PG&E National Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: PD Committee Wants Plan Exclusivity Terminated
----------------------------------------------------------
In behalf of W.R. Grace & Co. and its debtor-affiliates, Scotta
McFarland, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub P.C., in Wilmington, Delaware, tells Judge Fitzgerald
that terminating the Debtors' exclusive periods to file a plan of
reorganization in the Chapter 11 case will have a negative impact
on the Debtors' businesses, which impact essentially relates to
negative perception of the Debtors' management, both externally
and internally.

The Debtors' defense came at the heels of the attack on their
exclusive periods.  The Official Committee of Asbestos Personal
Injury Claimants, the Official Representative of Future Asbestos
Personal Injury Claimants and the Official Committee of Asbestos
Property Damage Claimants have taken potshots at the Debtors'
attempt to extend the periods within which they have the exclusive
right to:

    (a) file a Chapter 11 plan of reorganization through and
        including Nov. 23, 2005; and

    (b) solicit acceptances for that plan through and including
        Jan. 23, 2006.

Ms. McFarland explains that, externally, that termination is sure
to be viewed as a signal that the management was wrong in
focusing on having the Court determine W.R. Grace & Co.'s actual
asbestos liability in the Debtors' cases.  In effect, terminating
exclusivity will punish the Debtors for doing just what the
Bankruptcy Code was established to do and what the Court has
ascertained it will do -- determine the full extent of the
Debtors' asbestos liability using scientifically established
criteria rather than a flawed tort system.  Ms. McFarland asserts
that the external reaction is sure to result in, among other
things, a tightening of the Debtors' ability to obtain credit and
other accommodations, loss of customer confidence, and lack of a
competitive edge.

With respect to its internal aspect, Ms. McFarland contends that
terminating the Debtors' exclusivity is sure to be construed as a
sign that the Debtors' management is no longer in control of
WR Grace or the reorganization process.  Thus, Ms. McFarland
believes, the management will not be viewed as being there for
the long run.  As a result, employee relations and the Debtors'
ability to recruit and keep young talent is sure to be affected.

Ms. McFarland further relates that since the Debtors' Petition
Date in 2001, Grace has grown from a revenue company of $1.6
billion to $2.5 billion.  This growth has occurred through, among
other things, increased productivity, good liquidity, and certain
strategic expansion projects and acquisitions.  The lack of
certainty, Ms. McFarland notes, with respect to who will control
Grace and the direction reorganized Grace will take, put that
continued growth and the resulting profitability in doubt.

Ms. McFarland says Grace's future growth is dependent on:

   * driving penetration of new products and product extensions;

   * exploiting high growth regions like China and Eastern
     Europe; and

   * continuing further expansion projects and acquisitions.

              Termination Will Hamper Joint Ventures

Fred Festa, Grace's newly-appointed Chief Executive Officer,
informs Judge Fitzgerald that Grace has several joint venture
partners in strategic business segments.  Among these are
Chevron, with whom Grace has formed Advanced Refining
Technologies, LLC, which sells hydroprocessing catalysts.  Joint
venture partners of that caliber are difficult to locate and just
as difficult to maintain.  Mr. Festa says Grace's growth with
those joint venture partners, as well as locating additional
strategic partners, will be hampered due to the uncertainty that
could result from terminating exclusivity.

Moreover, Grace Performance Chemicals has three existing joint
ventures in Russia, Turkey and Dubai, in the United Arab
Emirates, all important developing economies where a joint
venture represents Grace's best model for success.  The Russia
joint venture in GPC's sealants and coatings business, relatively
small today, could be a jumping off place for entry into the
cement and concrete segment in Russia.

Mr. Festa adds that Grace has a number of existing and potential
technology partners who are key to the ability to innovate for
world-class growth and profitability in the future.  Grace is
also working with customers and suppliers on novel technologies
in a number of cases and has existing research contracts with a
number of academic institutions.  Particularly, the deals that
are still under negotiation could be jeopardized by a concern
that Grace may not be in a position to meet the spirit and letter
of its commitments.  Mr. Festa further discloses that Grace is
currently conducting due diligence on approximately 12
acquisition candidates in several product lines.

In addition, the Debtors have reviewed other materials for
approximately 70 asbestos-related Chapter 11 cases that have been
filed in the last 20 years.  Based on that review, the Debtors
have discovered only three instances where exclusivity has been
terminated, on these grounds:

    -- exclusivity was of little concern to the debtors because
       the proposed plan was a joint plan and no competing plans
       were anticipated or filed;

   -- exclusivity terminated at about the same time a Chapter 11
      trustee was appointed in the case; and

   -- the court did not consider any specific business
      implications of that termination.

Mr. Festa notes that each of those cases is distinguishable from
the Debtors' situation.

As a result, Mr. Festa concludes, it is fair to say that
terminating exclusivity in a complex asbestos Chapter 11 case
like Grace's case is extremely rare.

         Termination May Pose Problem on Renewal of Loan

The Debtors have conducted a review of their current lending and
other financing agreements and contracts and have determined that
terminating exclusivity will not be a breach of any of those
agreements.  However, the Debtors anticipate that terminating
exclusivity could have an adverse impact on the Debtors' ability
to obtain similar financial and business accommodations in the
future.

Among the Debtors' most vital financial arrangements is the DIP
Financing Agreement, which renews on April 1, 2006.  The loss of
exclusivity could jeopardize the Debtors' ability to obtain a
renewal of the DIP Agreement on the current terms and conditions.

       Debtors' Long Term Business Plans Will Be Hampered

Likewise, terminating exclusivity may have an adverse impact on
the Debtors' ability to obtain other financing arrangements in
the future, especially with respect to discretionary arrangements
including letters of credit, lines of credit, and surety bonds.
The Debtors rely on those types of discretionary financial
arrangements to operate on a daily basis.

Ms. McFarland says the lenders and sureties are not as likely to
want to do business with a company whose financial and strategic
direction is believed more uncertain with a loss of exclusivity.  
Thus, for the Debtors to obtain those arrangements, Grace could
be asked to provide more security than it would have been asked
to provide in the past.

In addition, if the terms the Debtors are accustomed to receiving
are altered due to the concern about the Debtors' future, that
will have an adverse effect on the Debtors' business plan.

In fiscal year 2004, approximately 61% of Grace's consolidated
revenues came from its non-debtor subsidiaries, most of which are
foreign.  Ms. McFarland states that the Debtors' business plans
call for continued geographic growth and expansion, particularly
in developing and emerging markets overseas.  However, foreign
customers are much more hesitant to do business with a company in
bankruptcy.  Ms. McFarland avers that since Chapter 11
reorganizations typically do not exist outside the United States,
initial concerns by foreign customers over Grace's Chapter 11
filing reflected the assumption that a liquidation would result.  
Those concerns have subsided as Grace demonstrated stability
post-filing, but could well re-emerge in the wake of a loss of
exclusivity, potentially resulting in impairment of Grace's
standing as a global supplier and therefore in lost business and
profits.

The Debtors also rely on favorable credit terms from their
suppliers.  Generally, with some exceptions, Grace has been able
to obtain the same pricing and credit terms that it enjoyed prior
to the Petition Date.  In the event that the Debtors' suppliers
alter those terms due to the concern about the Debtors' future,
that will have an adverse impact on the Debtors' business plan,
where working capital levels assume the continuation of the
current terms.

The uncertainty in the marketplace that could be caused by
terminating exclusivity may also affect Grace's relationships
with its existing customers as well as its efforts to secure new
customers.  This uncertainty could result in a reluctance on the
part of its customers to enter into long term sales contacts.
Grace can also expect that its commitments to new products and
technologies, which will require new capital, will be questioned.

                  Damage to Employee Relations

Since the Petition Date, Grace's management has worked diligently
to maintain its employee base.  The key to that maintenance is
the message that known management is in control of Grace and the
process has a clear direction and will protect the employee base
who the management understands is the key to successfully
achieving Grace's business goals.  Ms. McFarland asserts that
terminating exclusivity is directly contrary to what the
employees expect and will create serious concerns and anxiety
among the employees, which anxiety will ultimately have a
negative impact on both employee relations and the productivity
of Grace necessary to meet its business projections and plans.

Ms. McFarland maintains that these employee concerns are likely
to affect Grace's productivity as a result of:

   (i) flight risk-especially for younger employees and employees
       in jobs in high demand in the marketplace;

  (ii) time wasted as employee speculation persists;

(iii) greater difficulty in hiring quality personnel, especially
       younger employees and employees in demand positions; and

  (iv) the potential higher costs to attract new employees and
       retain current key employees.

             Effect on Joint Plan and Claims Process

The Debtors' current Chapter 11 Plan is a "joint plan" filed with
the support of the Official Committee of Equity Holders and the
Official Committee of Unsecured Creditors.  However, maintaining
exclusivity is a condition to the Creditors Committee's continued
support.

Likewise, the current Grace Chapter 11 plan calls for payment of
essentially 100% to all creditors.  The existence of the Plan has
been helpful in negotiations with suppliers, customers, and
existing claimants.  Ms. McFarland notes that the fear that a
competing plan will be filed that is not as favorable is sure to
adversely affect future negotiations on disputed claims and
arrangements with current suppliers.

Ms. McFarland ascertains that the existence of competing plans
will most certainly be a major distraction to the Debtors'
management, which will, in turn, affect productivity and
profitability, including, but not limited to, the time and effort
the management will have to devote to studying other plans,
addressing other plans with its board of directors and
shareholders who are expected to be especially focused on plans
which further dilute equity, and communicating with its
employees, key customers, suppliers and joint venture partners
with respect to other plans, to minimize all of the anticipated
harm.

                 Asbestos PD Committee Responds

The Official Committee of Asbestos Property Damage Claimants
argues that the Debtors' report concerning the termination of
their exclusivity is conspicuously missing any non-speculative
discussion about the effects on the Debtors.  The PD Committee
believes that the underlying reason is that no evidence exists
that any harm will come should the Court decline to further
extend the Debtors' monopoly on exclusivity.

Theodore J. Tacconelli, Esq., at Ferry, Joseph & Peace, P.A., in
Wilmington, Delaware, points out that the best indication of the
business effect of terminating the Debtors' exclusivity is how
the marketplace anticipates and incorporates the possibility to
its everyday dealings with the Debtors.  According to the
Debtors' Report, terminating exclusivity will not be a breach of
any of their current lending and other financing agreements and
contracts.  Mr. Tacconelli asserts that the impact of that
determination cannot be overstated.

Mr. Tacconelli contends that the fact that the Debtors cannot
point to one significant financing or business contract that
would be jeopardized by terminating exclusivity speaks volumes
about the marketplace's perception of the Debtors' exclusivity.

Moreover, Mr. Tacconelli tells the Court that one of the most
common features of a DIP Facility is the inclusion of a default
provision in the event a debtor loses its exclusive right to file
a plan of reorganization.  These types of provisions are put in
place to protect the lender in the event there is a business
impact that could affect the DIP Facility.  However, in the
Debtors' case, the DIP Facility lender, Bank of America, N.A.,
who is undoubtedly a sophisticated, experienced lender to Chapter
11 debtors and who is represented by highly competent bankruptcy
counsel, made a business decision not to include an exclusivity
"default" in its loan agreement.  Mr. Tacconelli believes that
the only logical conclusion from that omission is that the DIP
Lender fully recognized that termination of the Debtors'
exclusivity would not result in any serious harm to the Debtors'
businesses.

Mr. Tacconelli further avers that the Debtors offer no
explanation as to why Bank of America, after four years of
extending the DIP Facility, would all of a sudden mandate that
the Debtors maintain exclusivity to maintain the existing terms
and conditions.  In addition, Mr. Tacconelli notes that as of
May 31, 2005, the Debtors held $399.9 million in cash and cash
equivalents, which seriously calls into question the necessity of
even continuing the DIP Facility on its current terms and
conditions.  Over the past year, with the exception of certain
letters of credit, the Debtors have had no outstanding borrowings
under the DIP Facility at the end of any month.

Considering that the Debtors were worried about the adverse
impact on their employee relations, Mr. Tacconelli finds it
"quite surprising" because in all of the Debtors' efforts to put
in place long-term retention and performance bonuses that the
Debtors argued were necessary to maintain quality employees and
keep employee morale high, they never once referred to the need
to maintain exclusivity as additional factor affecting employee
retention.

"The Debtors seem to completely misunderstand the impact of the
termination of exclusivity, " Mr. Tacconelli says.  "The Debtors
equate the termination of exclusivity with the removal or
limitations on management to continue to run their businesses on
a day-to-day basis.  That misses the mark by a mile."

Furthermore, Mr. Tacconelli insists that there appears to have
been limited impact on the Debtors' stock price as a result of
general Chapter 11 events, but, rather, the Debtors' stock
appears to have been significantly impacted by:

   (a) plan of reorganization discussions;

   (b) market speculation on those discussions and trends in
       federal legislation related to a proposed national
       asbestos trust fund; and

   (c) issues surrounding the federal indictment in February
       2005, where Grace and several of its senior employees were
       indicted on charges of intentionally misleading the
       Federal Government, industrial customers, workers and the
       public of the asbestos dangers associated with Grace's
       Libby, Montana, vermiculate mine.

These movements, Mr. Tacconelli explains, likely reflect the
market's interpretation of the impact those events would have on
the potential recoveries to the Debtors' equity holders under a
plan of reorganization.

Mr. Tacconelli notes that the Debtors' allegation that the
"existence of competing plans of reorganization will be a
distraction to their management" is a curious statement,
considering that the Debtors have sought and received authority
to pay two of their former executives almost $1 million per year
collectively to help shepherd the Debtors through the
reorganization process.  Thus, the strain on day-to-day
management should be minimal, as the Debtors have engaged
consultants for that exact purpose.

Accordingly, the PD Committee asks the Court to allow for the
democratization of the Debtors' plan process by terminating their
plan exclusivity.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 90; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WCI STEEL: Names James Walsh Vice President for Operations
----------------------------------------------------------
WCI Steel, Inc., disclosed that James F. Walsh has been named vice
president-operations, effective July 1, 2005.

Mr. Walsh has served as a consultant to WCI since April 2005 and
has worked in a wide variety of managerial and officer-level
positions in the steel industry for 30 years.

Patrick G. Tatom, WCI's president and chief executive officer,
said that Walsh's broad background in steel operations will be
invaluable to WCI as it emerges from Chapter 11 reorganization.

"Jim's diverse experience will greatly assist WCI as we implement
new work systems that will significantly improve our operating
efficiencies and costs," Mr. Tatom said.  "We are fortunate to
have someone with Jim's expertise and acumen become part of the
WCI team."

Mr. Walsh began his steel industry career in 1975 as a management
trainee at U.S. Steel Corp.'s Gary Works, progressing through
first- and second-level management positions to senior area
manager of melting and casting.  He left U.S. Steel in 1987 to
become marketing director for Emeryville, Ca.-based Qualimatrix,
Inc., where he was subsequently appointed vice president and
operations director.  Mr. Walsh joined AK Steel Corp. in
Middletown, Ohio, in 1993, holding various upper-level positions,
including manager of maintenance technology, vice president of
research and design engineering, vice president of manufacturing
and vice president of corporate development, before being named
executive vice president of GS Industries in Charlotte, N.C., in
1999.  Following the sale of GS Industries, Mr. Walsh led North
Star Steel's flagship operations in Monroe, Mich., until the sale
of that entity in 2004.

Mr. Walsh, 51, graduated magna cum laude from the University of
Notre Dame with a bachelor's degree in electrical engineering in
1975 and earned a master's degree in business administration from
Indiana University-Northwest in 1982.

WCI Steel is an integrated steelmaker producing more than 185
grades of custom and commodity flat-rolled steel at its Warren,
Ohio facility.  WCI products are used by steel service centers,
convertors and the automotive and construction markets.  WCI Steel
filed for chapter 11 protection on Sept. 16, 2003 (Bankr. N.D.
Ohio Case No. 03-44662).  Christine M Pierpont, Esq., and G.
Christopher Meyer, Esq., at Squire, Sanders & Dempsey, L.L.P.,
represent the Company.  When WCI Steel filed for chapter 11
protection it reported $356,286,000 in total assets and
liabilities totaling $620,610,000.


WESTERN FINANCIAL: Moody's Reviews Long-Term Deposits' Ba2 Rating
-----------------------------------------------------------------
Moody's has placed the ratings on Western Financial Bank, F.S.B.
(deposits at Ba2) on review for possible upgrade.

According to Moody's, asset quality and profitability at Western
Financial Bank, F.S.B. have shown material improvement in recent
years due in part to:

   * an improving economy;
   * rising vehicle recovery values; and
   * some shift to a higher proportion of prime originations.

Also, Moody's noted that WFB's capital adequacy is ample in
relation to thrift peers.  At the same time, the rating agency
added, WFB's limited deposit franchise creates a dependence on the
securitization market for its long-term funding.

However, Moody's said that if approved, the change to a California
state commercial bank charter from that of a federally chartered
thrift institution could afford WFB greater flexibility to fund
its auto finance receivables with deposits and to develop its
retail and commercial banking businesses in its southern
California footprint.

The review will focus on the sustainability of the improvements in
asset quality and profitability through economic and interest rate
cycles, as well as the potential improvements to WFB's liquidity
profile that could result from the change in charter.

These ratings are under review for possible upgrade:

Western Financial Bank, F.S.B.

   -- Long-term deposits at Ba2
   -- Issuer and long-term OSO at Ba3
   -- Subordinate at B1
   -- Bank financial strength at D

Western Financial Bank, F.S.B. is a federally chartered savings
bank headquartered in Irvine, California that is engaged in retail
and commercial banking and automobile financing through its
majority-owned subsidiary, WFS Financial, Inc.  

Western Financial Bank, F.S.B. is a subsidiary of Westcorp, a
financial services holding company also headquartered in Irvine,
California with more than $15.5 billion in assets as of March 31,
2005


WINN-DIXIE: Judge Funk Denies Creation of Another Committee
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida finds
that appointing an additional committee would not facilitate a
more harmonious resolution of Winn-Dixie Stores, Inc., and its
debtor-affiliates' Chapter 11 cases but would instead engender
discord, litigation and delay.  Furthermore, the Court finds that
an additional committee would not provide a benefit to the overall
administration of the estate.  The singular goal of a committee
representing the Plan Participants would be to ensure the
assumption of the Non-Qualified Plans.  The Court does not find it
appropriate for the estates to fund litigation regarding the
assumption or rejection of a particular contract.  Additional
costs, especially those associated with the retention of experts,
militate against the appointment of an additional committee, Judge
Funk says.

Accordingly, Judge Funk rules that the Plan Participants'
interests are already being represented by the Official Committee
of Unsecured Creditors.  Judge Funk does not find the Plan
Participants' position unusual as to warrant the appointment of
another committee.

                        *     *     *

As previously reported in the Troubled Company Reporter on
June 9, 2005, in the ordinary course of business, Winn-Dixie
Stores, Inc., and its debtor-affiliates maintain nonqualified
plans for the benefit of retired employees, including a Management
Security Plan and a Supplemental Retirement Plan.

David R. McFarlin, Esq., in Orlando, Florida, relates that the MSP
provides death and retirement benefits to certain executives and
members of management.  The MSP is contributory, but is not
funded.  The Debtors provide similar benefits to non-management
employees through the SRP, which is fully funded through a Rabbi
Trust.

Accordingly, certain participants of the Non-Qualified Plans ask
the Court to direct the appointment of an additional committee of
creditors to address their interests.  The Participants include:

    -- Richard Ehster,
    -- Bradley T. Keller,
    -- Judith W. Dixon,
    -- Lawrence H. May, Jr.,
    -- Larry A. Beck, and
    -- Ernest G. Hurst

The Participants have requested the United States Trustee to
appoint an additional committee to represent the interests of
participants in the Non-Qualified Plans.  However, an additional
committee has not been appointed, Mr. McFarlin says.

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: Eight Landlords Want Proper Cure Amounts Reflected
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
July 7, 2005, since filing for bankruptcy protection, Winn-Dixie
Stores, Inc., and its debtor-affiliates and their financial
advisors have continued to analyze all of the Debtors' stores,
including each store's market share, cash flow, profitability,
real estate quality and financial outlook.  Based on this
analysis, the Debtors have identified 323 stores, which are
located in core market areas but remain unprofitable and should be
sold or closed.

As of June 30, 2005, the Debtors have received bids from national
grocery chains and smaller grocers, regarding 79 of the Targeted
Stores.  Many of the Enterprise Purchasers bid on groups of
stores and many of these groups overlap.  The Debtors and their
financial advisors have analyzed the bids, consulted with the
legal and financial advisors to the Official Committee of
Unsecured Creditors and Wachovia Bank, National Association, in
its capacity as administrative agent and selected 20 of these
bidders as stalking horse Enterprise bidders.

Accordingly, the Debtors seek authority from the U.S. Bankruptcy
Court for the Middle District of Florida to sell the Targeted
Stores to an Enterprise Purchaser for the highest or best offer.  
For each of the Targeted Stores with a Stalking Horse Enterprise
Bid, the Debtors seek the Court's authority to sell the Targeted
Store and assume and assign the relevant lease to the identified
Stalking Horse Enterprise Bidder, subject to a higher or better
offer.  For each of the Targeted Stores with no Stalking Horse
Enterprise Bid, the Debtors seek the Court's authority to sell the
Targeted Store and assume and assign the applicable lease for the
highest or best offer, which the Debtors receive from Enterprise
Purchasers at or before the Auction.  If no bid is received from
an Enterprise Purchaser for any one or more Targeted Stores, the
Debtors will withdraw the motion as to the Targeted Stores and may
continue to market the stores.

The Purchase Agreement provides for the assumption and assignment
of the relevant lease to the Purchaser.  The Debtors will pay any
undisputed cure amount due at closing.  A list containing the
cure amounts that the Debtors believe are owed is available for
free at:

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

                            *   *   *

Eight lessors object to the Sale Motion because it does not
reflect the correct cure amounts.  The Lessors assert that the
cure amounts should be modified:

                                  Store       Cure Amount
    Lessor                         No.    Debtors'  Corrected
    ------                        -----   --------  ---------
    Stiles West Associates Ltd.    229         $0     $33,742
    W.T.H., II, L.L.C.            1872     55,366      58,190
    Homewood Associates, Inc.     1827     20,967      50,594
    Western Plaza Associates LP   1305          0      28,654
    Jesup Victory, LLC              14     39,883      73,385
    Victory Vidalia, LLC            55     15,115      69,827
    Palisades Investors, LLC       421     26,232      51,679
    New Iberia Investors, LLC     1455     21,058     142,212

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: Bernard Ebbers Gets 25-Year Sentence for Fraud
------------------------------------------------------------
Former WorldCom CEO Bernard Ebbers was sentenced to 25 years in
prison for his involvement in the $11 billion accounting fraud in
WorldCom, Inc.

U.S. District Court Judge Barbara Jones sentenced Mr. Ebbers, 63,
to:

    -- five years for conspiracy to commit securities fraud,
    -- 10 years for securities fraud, and
    -- 10 years for filing false statements with the Securities
       and Exchange Commission.

"I recognize this sentence is likely to be a life sentence," The
Wall Street Journal quoted Judge Jones.  "But I find a sentence of
anything less would not reflect the seriousness of this crime."

According to Bloomberg News, Mr. Ebbers' attorneys immediately
sought for a reduction in the 25-year sentence to make Mr. Ebbers
eligible for a minimum-security prison.  They cited Mr. Ebbers'
poor health, $96 million in charitable donations and the fact that
he didn't sell his WorldCom stocks.  Judge Jones denied the
request.  She pointed out that federal guidelines called for a
sentence of 30 years to life.  Judge Jones emphasizes that she has
considered Mr. Ebbers' charitable work, that's why the sentence is
only 25 years.

Mr. Ebbers' attorneys are planning to appeal the District Court
decision.

Judge Jones directed Mr. Ebbers to report to prison on Oct. 12.

                       Oklahoma Case Dropped

According to David Glovin at Bloomberg, Attorney General Drew
Edmondson said that Judge Jones' sentence has obviated the need
for further prosecution in Oklahoma.  Mr. Ebbers has been charged
with 15 counts of securities fraud in an Oklahoma state court.

                        Hevesi's Statement

"Simply put, justice was served.  Bernie Ebbers' criminal actions
wiped out billions of dollars belonging to WorldCom investors,
cost thousands of employees their jobs and retirees their
pensions," New York State Comptroller Alan G. Hevesi said in a
press release.  "Beyond the company itself, this immense fraud was
the turning point that caused millions of people to stop investing
and cost the U.S. economy tens of billions of dollars in lost
economic activity.  That's why it is so important to send a strong
message with a severe sentence for Ebbers.  In this regard, Judge
Jones' sentence of 25 years is entirely appropriate and fair."

Mr. Hevesi is the Court-appointed Lead Plaintiff in the WorldCom
Securities Class Action.

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: SEC Files Civil Fraud Action Against Bernard Ebbers
-----------------------------------------------------------------
On July 13, 2005, the Securities and Exchange Commission filed a
civil fraud action against Bernard J. Ebbers, the former Chief
Executive Officer of WorldCom, Inc., for his role in the WorldCom
fraud in the United States Bankruptcy Court for the Southern
District of New York.  Mr. Ebbers has agreed to settle the matter
by consenting, without admitting or denying the allegations in the
Commission's complaint, to the entry of a final judgment enjoining
him from violating the anti-fraud and other provisions of the
federal securities laws, and permanently barring him from serving
as an officer or director of a public company.  The settlement is
subject to the approval of the Court.

The Commission's action against Mr. Ebbers is its sixth civil
enforcement action related to the WorldCom fraud.  The complaint
filed alleges that Mr. Ebbers, along with other WorldCom senior
officers, caused numerous fraudulent adjustments and entries in
WorldCom's books and records, often in the hundreds of millions of
dollars, in furtherance of a scheme to make the Company's publicly
reported financial results appear to meet Wall Street's
expectations.  The complaint further alleges that these market
expectations were based, in some instances, on financial
performance targets set by Mr. Ebbers that Mr. Ebbers knew could
not be attained by legitimate means.  In addition, the Commission
alleged that Ebbers made numerous false and misleading public
statements about WorldCom's financial condition and performance,
and signed multiple SEC filings that contained false and
misleading material information.

If the settlement is approved by the Court, Mr. Ebbers will be
enjoined from future violations of the antifraud, reporting, books
and records, internal controls, and lying-to-auditors provisions
of the federal securities laws-Section 17(a) of the Securities Act
of 1933 and Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the
Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1,
13a-13, 13b2-1 and 13b2-2 thereunder.

The Commission acknowledges the assistance and cooperation of the
U.S. Attorney's Office for the Southern District of New York and
the Federal Bureau of Investigation.  As announced on June 30,
2005, by the United States Attorney's Office, which obtained Mr.
Ebbers' conviction on March 15, 2005, and as preliminarily
approved on July 11, 2005, by U. S. District Judge Denise Cote,
Mr. Ebbers will be required to transfer substantially all of his
assets either directly to the class in the private WorldCom
Securities Class Action Litigation or to a liquidation trust that
will be established to sell off his assets for the benefit of that
class and WorldCom.

The Commission's investigation into matters related to the
WorldCom financial fraud is continuing.

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: Suspends China Office Due to Financing Problems
----------------------------------------------------------
"The activities of the Yukos Oil Company's Office in China are
suspended due to problems with financing.  Regular contacts with
Chinese partners will be carried out by ZAO Yukos RM (oil an gas
trade transportation board," Yukos Oil Company said in a press
release.

Interfax reports that Yukos made the decision at the June 23 Board
of Directors meeting.

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: Russia Asks Netherlands & Lithuania to Freeze Assets
---------------------------------------------------------------
Russia's Justice Ministry has asked Netherlands and Lithuania to
identify assets of Yukos-affiliated companies and ban Yukos'
operations within their countries, in a continued effort to
recover back taxes from the oil company.

According to news reports, Lithuanian President Valdas Adamkus
criticized the request as interference into the country's
contractual affairs.

The Lithuanian government and a Yukos subsidiary, Yukos Finance,
jointly own an oil refinery, Mazeikiu Nafta.  Yukos Finance
currently holds a 53.7% stake while the Lithuanian government owns
40.66%.  Both are trying to sell their interests.

Bloomberg News reported that Netherlands declined to comment on
the request.

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)


* Sidley Austin Elects 11 Lawyers to Chicago Partnership
--------------------------------------------------------
Eleven lawyers in the Chicago office of Sidley Austin Brown & Wood
LLP are among the 28 associates and counsel elected to partnership
in the firm, which now has 601 partners in offices in the United
States, Europe and Asia.  As of July 1, the new partners are:

   -- Chris E. Abbinante, Corporate;
   -- Zulfiqar Bokhari, Banking & Financial Transactions;
   -- Jeffrey E. Crane, Insurance and Financial Services;
   -- Thomas D. Cunningham, Insurance and Financial Services;
   -- Robert N. Hochman, Litigation;
   -- Sherry A. Knutson, Product Liability and Mass Tort;
   -- Eileen M. Liu, Employee Benefits;
   -- Andrew P. Massmann, Real Estate;
   -- Rachel Blum Niewoehner, Litigation;
   -- Gregory J. Robbins, Investment Products and Derivatives; and
   -- Allison J. Satyr, Banking & Financial Transactions.

These new partners are outstanding lawyers who embody our
collegial culture and client service orientation," said Thomas A.
Cole, chair of the firm's Executive Committee.

"We value their abilities and skills, knowing that they represent
Sidley's future," added Charles W. Douglas, chair of the firm's
Management Committee.  "We are pleased to welcome them as
partners."

Chris E. Abbinante, 32, is a partner in the Corporate group.  He
has represented public and private companies in mergers, leveraged
buy-outs, acquisitions, hostile takeover defenses and joint
ventures.  He has advised issuers and underwriters on public
offerings, private placement of equity and debt securities,
venture capital and related transactions.

Mr. Abbinante, who had been an associate, received his J.D., cum
laude, in 1997 from the University of Pennsylvania Law School,
where he was a member of the Order of the Coif and was Comments
Editor and Associate Editor of the University of Pennsylvania Law
Review.  Mr. Abbinante received his B.B.A., magna cum laude, from
University of Notre Dame in 1994.

Zulfiqar Bokhari, 33, is a partner in the Banking & Financial
Transactions practice.  He focuses on a range of issues arising
out of multicurrency financial transactions, including commercial,
bankruptcy and tax issues and corporate, trust and securities laws
issues.  He has represented lenders, participants, agents and
borrowers, and his practice includes both secured and unsecured
single currency, multicurrency and cross-border financings.  Mr.
Bokhari has concentrated recently on transactions involving
working capital, leveraged acquisition and recapitalization
financings, as well as workouts and restructurings, and the
establishment of foreign collateral packages.

Mr. Bokhari, who had been an associate, received his B.A., magna
cum laude, in 1993 from the University of Notre Dame and in 1996
received his J.D. from Notre Dame Law School.

Jeffrey E. Crane, 38, is a partner in the Insurance and Financial
Services group.  He focuses on the defense of insurance class
actions, complex and multi-district litigation.  He represents
insurance companies in a variety of class actions arising out of
market conduct practices, product offerings, and interest
crediting practices, among other areas.  Additionally, Mr. Crane
has substantial experience in general commercial litigation, and
has successfully defended corporations and individuals in cases
involving securities fraud, antitrust, white-collar criminal
defense, and False Claims Act Medicare fraud.

Mr. Crane, who had been Counsel, received his J.D. in 1992, magna
cum laude, from the University of Illinois College of Law.  In
1990 he was an extern for the Honorable James B. Zagel.  Mr. Crane
received a B.B.A. with high distinction from the University of
Michigan in 1989.

Thomas D. Cunningham, 34, is a partner in the Insurance and
Financial Services group.  He counsels and represents insurers and
reinsurers in dispute resolution, transactional, financial and
regulatory matters.

Mr. Cunningham, who had been an associate, received his J.D. in
1995, cum laude, from the University of Michigan Law School.  In
1992, he received an A.B. from the University of Michigan, with
high honors and high distinction.

Robert N. Hochman, 34, is a Litigation partner, focusing on
general commercial appellate litigation.  Mr. Hochman served as
law clerk to Chief Judge Richard Posner of the United States Court
of Appeals for the Seventh Circuit, and to Justice Stephen Breyer
of the United States Supreme Court.

Mr. Hochman, who had been an associate, received a J.D. with
highest honors in 1997 from the University of Chicago Law School,
where he served as a Comment Editor for the University of Chicago
Law Review and received the Casper Platt award for student
academic writing.  In 1993, Mr. Hochman received his B.A., magna
cum laude, from Carleton College.

Sherry A. Knutson, 33, is a partner in the Product Liability and
Mass Tort group. Her practice emphasizes mass tort litigation,
including complex litigation, class actions, and the national
coordination and defense of pharmaceutical product liability
cases. Ms. Knutson clerked for the Honorable N. Patrick Crooks,
Wisconsin Supreme Court in 1996-1997.

Ms. Knutson, who had been an associate, graduated with a B.A. in
History, magna cum laude, from Marquette University in 1993. She
received her J.D. with high honors from Illinois Institute of
Technology, Chicago-Kent College of Law in 1996, where she was a
Notes and Comments Editor for the Chicago-Kent Law Review.

Eileen M. Liu, 33, is a partner in the Employee Benefits group.
She represents and advises clients in connection with the
establishment and administration of tax-qualified plans,
nonqualified retirement plans, equity- based compensation
arrangements, welfare plans and executive compensation
arrangements. Ms. Liu has also represented companies on executive
compensation and employee benefit matters in connection with
mergers and acquisitions.

Ms. Liu, who had been an associate, received her J.D. in 1997, cum
laude, from Northwestern University School of Law, where she was
Associate Articles Editor of the Northwestern University Law
Review. She earned a B.A. degree, with honors and Phi Beta Kappa,
from Northwestern University in 1994.

Andrew P. Massmann, 33, is a partner in the Real Estate group. He
represents institutional lenders and investors in connection with
securitized mortgage loans, portfolio mortgage loans, franchise
loans, mezzanine loans and loan servicing matters. He also
represents corporate, institutional and not- for-profit clients in
connection with the acquisition, disposition, leasing and
development of real estate.

Mr. Massmann, who had been an associate, received his J.D., magna
cum laude, in 1997 from Valparaiso University School of Law, where
he was Editor-in-Chief of the Valparaiso University Law Review. He
received a B.A., magna cum laude in 1993 from Concordia
University.

Rachel Blum Niewoehner, 33, is a Litigation partner.  She has a
particular focus on aviation and securities litigation, and also
handles a variety of matters including contract and corporate
governance arbitrations, insurance coverage disputes and class
action litigation.

Ms. Niewoehner, who had been an associate, received a J.D., magna
cum laude, in 1997 from Harvard Law School.  In 1993, she received
her A.B., magna cum laude, from University of Michigan with high
honors and highest distinction.

Gregory J. Robbins, 35, is a partner in the Investment Products
and Derivatives group.  He represents clients in federal
securities and commodities law, particularly relating to over-the-
counter and exchange-traded derivative products and to the
regulation of clearing agencies, exchanges, boards of trade,
broker-dealers, futures commission merchants and other
participants in the securities and commodities markets.  He also
advises clients regarding securities and derivatives-related
regulatory and corporate matters, including hedge funds, swaps,
commodity pools and securities, futures and derivatives trading.

Mr. Robbins, who had been an associate, received his J.D., cum
laude, in 1997 from the University of Wisconsin Law School, where
he was a member of the Order of the Coif. He received his B.A. in
1991 from Yale University. He was a Clerk for Judge Robert Harlan
Henry, United States Court of Appeals for the Tenth Circuit, from
1997 until 1998.

Allison J. Satyr, 33, is a partner in the Banking & Commercial
Finance group.  She has represented companies and financial
institutions in connection with the structuring of and investment
in secured and unsecured financings and asset-backed
securitizations.

Ms. Satyr, who had been an associate, received her J.D. in 1997
from University of Pennsylvania Law School.  She received a B.A.,
in 1994 from Cornell University, magna cum laude and Phi Beta
Kappa.

The firm also named the following to partnership in its other
offices: Dallas -- Li Chen; London* -- David P. Butler and Jason
A. Richardson; Los Angeles -- Garrett K. Craig, Samantha B. Good,
Ivy H. Jones, Melanie S. Murakami and Edward C. Prokop; New York -
- Giselle M. Barth, Marshall D. Feiring and Geoffrey T. Raicht;
Washington, D.C. -- Marinn F. Carlson, Jay T. Jorgensen, Eileen L.
Kahaner, George B. Parizek, Anna L. Spencer and James C. Stansel.

Sidley Austin Brown & Wood LLP, an English general partnership, is
one of the world's largest full-service law firms, with more than
1,550 lawyers practicing in 14 domestic and international cities.
Sidley was named the Number One-Ranked U.S. Law Firm for Overall
Client Service in 2002 and 2004 in surveys of Fortune 1000
executives by BTI, a Boston-based consulting and research firm.
Sidley received the 2005 Catalyst Award in recognition of the
firm's initiative to recruit, retain and advance diverse talent.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (111)         202       75
Alliance Imaging        AIQ         (54)         608       14
Amazon.com Inc.         AMZN       (162)       2,472      720
AMR Corp.               AMR        (697)      29,167   (2,311)
Atherogenics Inc.       AGIX        (54)         254      235
Biomarin Pharmac        BMRN        (90)         181        3
Blount International    BLT        (238)         434      115
Builders Firstso        BLDR         (9)         709      245
CableVision System      CVC      (2,035)      11,141      410
CCC Information         CCCG       (113)          93       12
Centennial Comm         CYCL       (486)       1,467      124
Choice Hotels           CHH        (204)         276      (23)
Cincinnati Bell         CBB        (593)       1,919       (8)
Clorox Co.              CLX        (346)       3,756     (158)
Compass Minerals        CMP         (69)         707      139
Conjuchem Inc.          CJC         (22)          32       28
Delphi Corp.            DPH      (3,880)      16,998      588
Delta Airlines          DAL      (6,352)      21,737   (2,968)
Deluxe Corp             DLX        (150)       1,556     (331)
Denny's Corporation     DENN       (263)         496      (82)
Domino's Pizza          DPZ        (526)         450       26
Echostar Comm-A         DISH     (1,830)       6,579      148
Emeritus Corp.          ESC        (133)         716     (106)
Flow Intl. Corp.        FLOW         (9)         136       (3)
Foster Wheeler          FWLT       (520)       2,140     (213)
Freightcar Amer.        RAIL        (23)         208        8
Graftech International  GTI         (35)       1,029      265
I2 Technologies         ITWH       (199)         377       76
IBasis Inc.             IBAS        (22)          98       32
ICOS Corp               ICOS        (38)         285      170
IMAX Corp               IMAX        (40)         235       24
Investools Inc.         IED         (16)          56      (36)
Isis Pharm.             ISIS       (104)         176       61
Jorgensen (Earle)       JOR        (186)         659      186
Knoll Inc.              KNL          (3)         570       67
Lodgenet Entertainment  LNET        (72)         287       22
Lucent Tech. Inc.       LU         (479)      16,417    3,385
Maytag Corp.            MYG         (78)       2,954      380
McDermott Int'l         MDR        (232)       1,450       34
McMoran Exploration     MMR         (24)         405      143
Nexstar Broadc - A      NXST        (30)         700       16
Northwest Airline       NWAC     (3,273)      13,821   (1,204)
NPS Pharm Inc.          NPSP        (57)         351      261
ON Semiconductor        ONNN       (363)       1,112      237
Owens Corning           OWENQ    (8,271)       7,671    1,250
Primedia Inc.           PRM        (777)       1,883      164
Quality Distrib.        QLTY        (29)         386       15
Qwest Communication     Q        (2,564)      24,129      469
Revlon Inc. - A         REV      (1,065)       1,155       99
RH Donnelley            RHD        (186)       3,972      (57)
Riviera Holdings        RIV         (27)         223        5
Rural/Metro Corp.       RURL       (184)         221       18
SBA Comm. Corp. A       SBAC       (104)         854        9
Sepracor Inc.           SEPR       (351)         974      605
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO         (1)         151       48
US Unwired Inc.         UNWR        (84)         413       45
Vector Group Ltd.       VGR         (31)         505      152
Verifone Holding        PAY        (120)         267       30
Vertex Pharm.           VRTX         (8)         484      202
Vertrue Inc.            VTRU        (50)         451      (81)
Viropharma Inc.         VPHM         (6)         190       58
Warner Music Group      WMG        (137)       4,742     (506)
WR Grace & Co.          GRA        (629)       3,464      876

                          *********

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 ***