TCR_Public/050721.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, July 21, 2005, Vol. 9, No. 171

                          Headlines

ABLE LABORATORIES: Taps Cadwalader as Lead Bankruptcy Counsel
ACURA PHARMACEUTICALS: June 30 Balance Sheet Upside-Down by $3.6MM
ACURA PHARMACEUTICALS: Needs to Secure Funding to Avert Bankruptcy
AFTERMARKET TECHNOLOGY: Moody's Affirms Sr. Secured Rating at Ba3
ALTERNATIVE LOAN: S&P Ups Rating on Series 03-9T1 Class B-3 Certs.

AMERICAN COMMERCIAL: Looks to $201,250,000 in IPO
ANCHOR GLASS: Moody's Junks $350 Million Senior Secured Notes
ARCH COAL: Weak Financials Prompt S&P to Cut Ratings to BB-
AR UTILITY: List of 21 Largest Unsecured Creditors
ASSET BACKED: Loan Performance Issues Cues Fitch to Junk Rating

ATA AIRLINES: Wants to Assume Indianapolis Airport Lease
ATA AIRLINES: Gets Court Nod to Enter Into Boeing Aircraft Leases
CARDIAC SERVICES: General Electric Capital Files Chapter 11 Plan
CHL MORTGAGE: S&P Lifts Ratings on Six Certificate Classes
CREDIT SUISSE: Fitch Affirms Low-B Rating on 5 Cert. Classes

CREDIT SUISSE: S&P Lifts Rating on Three Certificate Classes
DEL LABORATORIES: Poor Performance Prompts S&P's Negative Outlook
DIGICEL LTD: Moody's Affirms B3 Senior Unsecured Debt Rating
DISCOUNT BRIDAL: Files Chapter 7 Petition in Baltimore
EL PASO: Acquiring Medicine Bow Energy for $814 Million

ENRON CORP: Portland City Council to Sell Bonds for PGE Purchase
ENRON CORP: Agrees to Allow Southaven Claims for $56 Million
ENRON CORP: Court Approves Ojibway & Lucelia Settlement
FEDERAL-MOGUL: Asbestos Panel Wants Estimation Evidence Reopened
FIBERMARK INC: Bankruptcy Court Approves Cost Reduction Program

FIBERMARK INC: Disclosure Statement Hearing Slated for Sept. 2
FREDERICK MCNEARY: Bank Wants to Foreclose on Milton Property
FREDERICK MCNEARY: APC Partners Objects to Cash Collateral Use
FRONTIER OIL: Strong Performance Prompts Fitch To Raise Ratings
FTI CONSULTING: Moody's Rates $300 Million Senior Notes at Low-Bs

FTI CONSULTING: S&P Rates $175 Million Senior Unsec. Notes at B+
FTI CONSULTING: Expects $123.9 Million Revenue for Second Quarter
GAMESTOP CORP: Moody's Rates $950 Million Guaranteed Notes at Ba3
GAMESTOP CORP: S&P Rates Proposed $950 Million Notes at B+
GENERAL MOTORS: Taps Morgan Stanley's Stephen Girsky as Adviser

GOLDSTAR EMS:  Voluntary Chapter 11 Case Summary
GOODYEAR TIRE: 4% Convertible Notes Now Convertible Until Sept. 30
GREAT ATLANTIC: A&P Selling Canadian Unit to Metro for $1.475 Bil.
HAVENS STEEL: Judge Approves $4.5 Mil. Plant Sale to Schuff Steel
HUNTSMAN CORP: S&P Rates Proposed $2.6 Billion Facilities at BB-

ITRONICS INC: Obtains $3.25 Million Financing From Four Investors
JP MORGAN: Fitch Holds Low-B Rating on 6 Certificate Classes
KERR-MCGEE: $4 Billion Share Repurchase Cues S&P to Hold Ratings
KMART CORP: Settles Dispute Over Furr's Claim for $3,250,000
KMART CORP: Agrees to Settle New Jersey Tax & Labor-Related Claims

LOGAN INTERNATIONAL: Case Summary & 23 Largest Unsecured Creditors
LUCENT TECH: Earns $372 Million of Net Income in Third Quarter
MAULDIN-DORFMEIER: St. Paul Wants Case Converted to Chapter 7
MAYTAG CORPORATION: Fitch Places $969 Mil. Notes on Watch Evolving
MCI INC: Acquires Interactive Content Factory Assets From TWI

MCI INC: Verizon Discloses Regulatory Review Status of MCI Deal
METALFORMING TECH: Gets Final Court Nod on $12 Million DIP Loan
METALFORMING TECH: Creditors Panel Taps Pepper Hamilton as Counsel
METCO PROPERTIES: List of 13 Largest Unsecured Creditors
MIRANT CORP: Panel Can Prosecute Claims Against Arthur Andersen

MIRANT CORP: Court Orders Arthur Andersen to Produce Documents
MURRAY INC: Wants More Time to Remove Civil Actions
MURRAY INC: Court Approves Deloitte FAS as Committee's Accountant
NATIONAL WATERWORKS: Moody's Reviews $200 Million Notes' B3 Rating
NATIONAL WATERWORKS: Amends Tender Offer for 10.50% Sr. Sub. Notes

NATIONAL WATERWORKS: Inks Acquisition Agreement with Home Depot
NATIONSLINK FUNDING: Fitch Lifts Rating on $30.6MM Notes to BB
NEWS CORP: Inks Pact to Acquire Intermix Media for $580 Million
NORTHWEST AIRLINES: Mechanics Union Votes to Strike
OMEGA HEALTHCARE: Declares Common & Preferred Stock Dividends

OPTION ONE: Fitch Rates Two Non-Offered Cert. Classes at Low-B
PARAGON INVESTMENT: All Unsecured Creditors are Insiders
PLYMOUTH RUBBER: U.S. Trustee Picks 7-Member Creditors Committee
PLYMOUTH RUBBER: Gets Interim OK to Use Lenders' Cash Collateral
PROXIM CORP: Selling All Assets to Terabeam Wireless for $28 Mil.

RED MOUNTAIN: Fitch Maintains Junk Ratings on 2 Cert. Classes
REGIONAL DIAGNOSTICS: Inks Term Sheet with DIP Lenders & Committee
REGIONAL DIAGNOSTICS: Hires Cunningham & Associates as Accountants
RESIDENTIAL ACCREDIT: S&P Holds Low-B Ratings on Six Cert. Classes
RFMSI: S&P Lifts Rating on Class B-2 Certificates to B

SAKS INC: Accepts $585.7 Million Outstanding Sr. Notes for Payment
SAKS INC: Noteholders Waive Reporting Deadline Until Oct. 31
SAVVIS INC: Wells Fargo Provides $85 Million in Financing
SAVVIS INC: June 30 Balance Sheet Upside-Down by $106.2 Million
SUNGARD DATA: Moody's Rates Proposed $1.25 Billion Sr. Notes at B3

UAL CORP: Judge Wedoff Approves $310-Mil Increase to DIP Facility
UAL CORP: Legislators Ratify Amendment to Bar Plan Termination
UAL CORPORATION: Calls Back 600 Flight Attendants
UNITED DEFENSE: Acquisition Prompts Moody's to Withdraw Ratings
UNITED HOUSING: Court Approves GECC's Disclosure Statement

US AIRWAYS: Court Okays Tudor's $65 Million Investment Agreement
USG CORP: Battle Brews to Terminate Debtors' Exclusive Periods
VARTEC TELECOM: Wants Court to Approve Settlement with Comdisco
VARTEC TELECOM: Wants to Enter Into Agreement with Aegis Comms.
WAMU MORTGAGE: S&P Lifts Ratings on Four Certificate Classes

WILLBROS GROUP: Lending Syndicate Waives Covenant Violations
W.R. GRACE: Gets Court Nod to Implement 2005-2007 Incentive Plan

* Brett Crabtree to Head Bridge Healthcare's New West Coast Office
* Laura Friedrich Joins Chadbourne & Parke's Private Equity Group

                          *********

ABLE LABORATORIES: Taps Cadwalader as Lead Bankruptcy Counsel
-------------------------------------------------------------
Able Laboratories, Inc., dba DynaGen, Inc., asks the U.S.
Bankruptcy Court for the District of New Jersey for permission to
employ Cadwalader, Wickersham & Taft LLP as its general bankruptcy
counsel.

Cadwalader Wickersham will:

   a) advise the Debtor with respect to its powers and duties as
      a debtor-in-possession in the continued management of its
      business and properties;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest, and appear before
      the Bankruptcy Court, any appellate courts, and the
      U.S. Trustee, and protect the interests of the Debtor's
      estate before those courts and the U.S. Trustee;

   c) take all necessary action to protect and preserve the
      Debtor's estate, including prosecution of actions on the
      its behalf, the defense of any actions commenced
      against the Debtor, the negotiation of disputes in which the
      Debtor is involved, and the preparation of objections to
      claims filed against the Debtor's estate;

   d) prepare on behalf of the Debtor all necessary motions,
      applications, answers, orders, reports, and other papers in
      connection with the administration of the Debtor's estate;

   e) negotiate and prepare on the Debtor's behalf, a plan of
      reorganization, disclosure statement, and all related
      agreements and documents, and take any necessary
      action on the Debtor's behalf to obtain confirmation of
      that plan;

   f) represent the Debtor in connection with obtaining post-
      petition loans and advise the Debtor in connection with any
      potential sale of assets;

   g) consult with the Debtor regarding tax matters; and

   h) performing all other necessary legal services to the Debtors
      in connection with its chapter 11 case.

Mark C. Ellenberg, Esq., a Member of Cadwalader Wickersham, is one
of the lead attorneys for the Debtor.  Mr. Ellenberg discloses
that his Firm received a $350,000 retainer.

Mr. Ellenberg reports Cadwalader Wickersham professionals bill:

       Designation          Hourly Rate
       -----------          -----------
       Partners             $590 - $800
       Counsel              $195 - $685
       Legal Assistants     $140 - $220

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

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).  When
the Debtor filed for protection from its creditors, it listed
$59.5 million in total assets and $9.5 million in total debts


ACURA PHARMACEUTICALS: June 30 Balance Sheet Upside-Down by $3.6MM
------------------------------------------------------------------
Acura Pharmaceuticals, Inc. (OTCBB:ACUR) reported a net loss of
$1.4 million for the quarter ended June 30, 2005, compared to a
net loss of $17.1 million for the same period in 2004.  Included
in the quarter ended June 30, 2004 is a non-cash charge of
$13.8 million or $0.64 per share for amortization of debt discount
and private debt offering costs.

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

Acura Pharmaceuticals, Inc. -- http://www.acurapharm.com/--  
together with its subsidiaries, is an emerging pharmaceutical
technology development company specializing in proprietary opioid
abuse deterrent formulation technology.

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


ACURA PHARMACEUTICALS: Needs to Secure Funding to Avert Bankruptcy
------------------------------------------------------------------
Acura Pharmaceuticals, Inc. (OTCBB:ACUR) warns of a possible
bankruptcy filing if it fails to secure financing or fees from
third-party licensing agreements.  Absent the financing, the
Company said, it will require to scale back or terminate
operations and/or seek bankruptcy protection.

The Company plans to enter into development and commercialization
agreements with strategically focused pharmaceutical company
partners providing that these partners license the Company's
Aversion(TM) Technology and further develop, register and
commercialize multiple formulations and strengths of orally
administered opioid containing finished dosage products utilizing
the Aversion(TM) Technology.

The Company believes it will derive revenues through licensing
fees, milestone payments, profit sharing and/or royalties on net
sales of such products.  To date the Company does not have any
collaborative agreements.

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

Acura Pharmaceuticals, Inc. -- http://www.acurapharm.com/--  
together with its subsidiaries, is an emerging pharmaceutical
technology development company specializing in proprietary opioid
abuse deterrent formulation technology.

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


AFTERMARKET TECHNOLOGY: Moody's Affirms Sr. Secured Rating at Ba3
-----------------------------------------------------------------
Moody's Investors Service affirmed Aftermarket Technology Corp.'s
Ba3 Corporate Family (previously called senior implied) and Senior
Secured ratings.  The outlook remains stable.

While the company has lowered its leverage through the reduction
of indebtedness, improved its earnings, and generated strong free
cash flow and healthy interest coverage over the last year, the
ratings also consider:

   * the modest scale of the company's two distinct business
     lines;

   * continued customer and geographic concentrations; and

   * the potential for significant deviation in future performance
     if a critical customer reduces volume or seeks atypical
     pricing concessions.

The ratings continue to incorporate the company's strong business
position within its drivetrain re-manufacturing segment, a
profitable and growing logistics operation that is not capital
intensive, and the stable nature of its repair/warranty services
in the automotive sector, which is viewed as only indirectly
affected by the cyclical production and structural issues
currently influencing the automotive supplier industry.

The ratings also consider the likelihood of the company
maintaining a leveraged capital structure over the long-term for
ROE objectives, or arising from the role which acquisitions may
play in the company's growth strategy, and/or facilitating
shareholder return initiatives.

Ratings affirmed include:

   * Corporate Family, Ba3
   * Senior Secured Bank Credit Facilities, Ba3

Aftermarket Technology's ratings were lowered in December 2003
following the decision to use $60 million of existing cash to
repurchase shares.  While the action did not in itself result in
an increase in indebtedness, affect gross debt/EBITDA leverage or
EBIT/Interest calculations, the share repurchase occurred at a
transitional period for the company.

At the time, the company had recently announced the appointment of
a new CEO, and was experiencing lower margins as a result of
earlier pricing agreements with major customers.  In addition as
part of the amendments to the bank agreements, its committed
revolving credit was being reduced by $10 million to $40 million
and the financial covenants in the credit agreements were
scheduled to tighten over the intermediate term.

During 2004 the company lowered its funded balance sheet debt by
approximately $15 million to $112 million and by a further $5
million in the quarter ending March 2005; a cumulative reduction
of some 16% over the 15 month period.  The company's adjusted
EBITDA generation has increased to $71 million on a last twelve
months basis, or 44% from the recent trough in 2003.

As a result, adjusted debt (inclusive of the modified present
value of operating leases, letters of credit, etc)/EBITDA
retreated to 2.1 X on an LTM basis vs. 2.8 X at the end of 2003.
With scheduled amortization of the remaining term loans and free
cash flow generation continuing for the balance of 2005, de-
leveraging will continue for the intermediate future.  Similarly,
the company continues with availability under the revolving credit
of $36.5 million ($3.5 mm of letters of credit were issued under
the commitment at the end of March).  The company was comfortably
in compliance its financial covenants at the end of the first
quarter and would have been able to access the remaining unused
commitment at that date.

The company continues with several challenges.  Among these are:

   1) continuing customer and geographic concentration (the 4
      largest customers accounted for 86% of 2004 revenues.  One
      customer in the logistics segment represented 84.5% of
      revenue in that sector.  Another customer accounted for 43%
      of drivetrain revenues.  Geographically the US represented
      92% of sales);

   2) narrow scope of its operations (re-manufacturing of
      drivetrains and engines under automotive OEM warranty
      programs and post warranty replacement requirements as well
      logistical services);

   3) the ability of major customers to terminate awarded business
      upon 90 day notice periods; and

   4) the expiration of existing agreements over the next six
      months with customers who represented 44% of 2004 revenues
      (in December 2005 - DaimlerChrysler with 14.7% of
      consolidated 2004 revenues and Ford Motor Company with
      29.6%.

The company's contracts with Cingular, 29.6% of 2004 revenues,
extend to July 2007 for fulfillment services and January 2008 for
recent business wins covering returns, testing and repair of
wireless devices).  The latter concern is focused on the impact of
re-setting of pricing arrangements on future margins and cash
flows.

Furthermore, while the company's Independent Aftermarket segment
has reduced its losses, the segment is still in a growth mode and
likely to continue to require additional cash investment.  Other
risks include the role which acquisitions may play in the
company's growth strategy going forward, and noting that the
executive incentive compensation program has shifted from the use
of EBITDA as a target to the use of EPS; a transition which,
generally speaking, could encourage more aggressive capital
structures and acquisitions.  The economics of transmission and
engine repair vs. replacement with re-manufactured product
continue to evolve and may be influenced by the need for
additional revenue at the dealer level.

Aftermarket Technology continues with an established business
model in its drivetrain and engine repair segment where it enjoys
strong market share and long-term relationships with multiple
automotive OEMs, including a growing relationship with Honda.

Furthermore, the company's consolidated results currently exhibit
strong EBIT margins and interest coverage ratios.  Its business
model is not very capital intensive given the service nature of
its operations, nor does it take extensive inventory risk.  The
warranty and repair business is also viewed as more stable and
less exposed to the cyclical and structural issues currently
afflicting many automotive suppliers.  The secondary share
offering of their entire remaining equity interest in the first
quarter of 2005 by the company's former controlling shareholder,
Aurora Capital Group, and the replacement of their representatives
on the board of directors with independent directors also make it
less likely that significant share repurchase programs would be
implemented to facilitate a liquidity event, or other shareholder
return actions.

Aftermarket Technology Corporation, headquartered in Downer's
Grove, IL is:

   * a manufacturer and distributor of primarily re-manufactured
     transmission and other drivetrain products used in the repair
     of automobiles and light trucks in the automotive
     aftermarket; and

   * a provider of value added logistics services, including:

     -- warehouse and distribution services,
     -- returned material reclamation,
     -- disposition services, and
     -- turnkey fulfillment.

The company's 2004 revenues were approximately $400 million.


ALTERNATIVE LOAN: S&P Ups Rating on Series 03-9T1 Class B-3 Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 18
classes from eight series issued by Alternative Loan Trust.  At
the same time, ratings are affirmed on the remaining 100 classes
from the same transactions.

The raised ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the analysis are significantly lower than the
original levels at issuance, primarily as a result of loan
seasoning, performance based updated borrower quality scores, and
adjusted lower LTV ratios due to property value appreciation.  As
a result, Standard & Poor's raised certain ratings to reflect the
credit support provided at the new, lower loss coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor these transactions to ensure the assigned
ratings accurately reflect the risks associated with them.

                          Ratings Raised

                      Alternative Loan Trust

                                           Rating
                                           ------
              Series      Class        To          From
              ------      -----        --          ----
              2002-17     B-1          AAA         AA+
              2003-3T1    M            AAA         AA
              2003-3T1    B-1          AA          A
              2003-3T1    B-2          A           BBB
              2003-5T2    M            AAA         AA
              2003-5T2    B-1          AA          A
              2003-6T2    M            AAA         AA
              2003-6T2    B-1          AA-         A
              2003-9T1    M            AAA         AA
              2003-9T1    B-1          AA+         A
              2003-9T1    B-2          A+          BBB
              2003-9T1    B-3          BBB         BB
              2003-11T1   M            AA+         AA
              2003-11T1   B-1          AA          A
              2003-13T1   M            AA+         AA
              2003-13T1   B-1          AA          A
              2003-15T2   M            AAA         AA
              2003-15T2   B-1          AA          A


                          Ratings Affirmed

                      Alternative Loan Trust

         Series       Class                            Rating
         ------       -----                            ------
         2002-17      A-2,A-3*,A-4*,A-5,A-6,A-7,A-8    AAA
         2002-17      A-14,A-15,A-16,A-17,PO           AAA
         2002-17      M                                AAA
         2002-17      B-2                              AA-
         2003-3T1     A-1,A-2,A-3,A-4,A-5*,A-6,A-7     AAA
         2003-3T1     A-8,A-9,A-10,PO                  AAA
         2003-3T1     B-3                              BB
         2003-3T1     B-4                              B
         2003-5T2     A-1,A-2,A-3,A-4, A-6,A-8,PO      AAA
         2003-5T2     B-2                              BBB
         2003-5T2     B-3                              BB
         2003-5T2     B-4                              CCC
         2003-6T2     A-1,A-2,A-3,A-4,A-5,A-6,A-7,PO   AAA
         2003-6T2     B-2                              BBB
         2003-9T1     A-1,A-2,A-3,A-4,A-5,A-6,A-7,PO   AAA
         2003-9T1     B-4                              B
         2003-11T1    A-1,A-2,A-3,A-4,PO               AAA
         2003-11T1    B-2                              BBB
         2003-11T1    B-3                              BB
         2003-11T1    B-4                              B
         2003-13T1    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-8  AAA
         2003-13T1    A-9,A-10,A-11,A-12,A-13,A-14     AAA
         2003-13T1    A-15,PO                          AAA
         2003-13T1    B-2                              BBB
         2003-13T1    B-3                              BB
         2003-13T1    B-4                              B
         2003-15T2    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-8  AAA
         2003-15T2    A-9,A-10,A-11,A-12,A-13,PO       AAA
         2003-15T2    B-2                              BBB
         2003-15T2    B-3                              BB
         2003-15T2    B-4                              B


AMERICAN COMMERCIAL: Looks to $201,250,000 in IPO
-------------------------------------------------
American Commercial Lines Inc. filed a Form S-1 with the
Securities and Exchange Commission to register its common stock
with par value of $0.01 per share.  The company intends to make an
initial public offering in an unspecified date.

The IPO is expected to raise $201.25 million but the filing did
not state the price as well as the number of shares the company
intends to offer.

According to the prospectus, the company's directors and executive
officers collectively own 4.3 percent of the shares.  The document
disclosed that none of the directors or executive officers are
sellers in the offering.  The company's two largest stockholders
are HY l Investments LLC, which owns 31.8 percent of its common
stock, and Trafelet & Company LLC, which owns 5.1 percent.

The company's capital stock consists of 125 million common shares
and 5 million preferred shares.  As of June 30, there were about
5.8 million common shares outstanding.

Merrill Lynch & Co., UBS Investment Bank, Banc of America
Securities, Credit Suisse First Boston and Deutsche Bank
Securities are the underwriters for the IPO.

Headquartered in Jeffersonville, Indiana, American Commercial
Lines LLC -- http://aclines.com/-- an integrated marine
transportation and service company transporting more than
70 million tons of freight annually using 5,000 barges and 200
towboats in North and South American inland waterways, filed for
chapter 11 protection on January 31, 2003 (Bankr. S.D. Ind. Case
No. 03-90305).  American Commercial is a wholly owned subsidiary
of Danielson Holding Corporation (Amex: DHC).  Suzette E. Bewley,
Esq., at Baker & Daniels represents the Debtors in their
restructuring efforts.  As of September 27, 2002, the Debtors
listed total assets of $838,878,000 and total debts of
$770,217,000.  The Bankruptcy Court approved the Debtors' Plan of
Reorganization on Dec. 30, 2004, which allowed the Debtors to
emerge from bankruptcy on Jan. 11, 2005.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to American Commercial Lines, Inc., and a 'B-'
rating to American Commercial Lines LLC's $200 million senior
unsecured notes due 2015 being issued under Rule 144A.  American
Commercial Lines LLC is a wholly owned subsidiary of American
Commercial Lines Inc., which guarantees the debt.  The outlook is
stable.


ANCHOR GLASS: Moody's Junks $350 Million Senior Secured Notes
-------------------------------------------------------------
Moody's Investors Service today downgraded ratings on Anchor Glass
Container Corporation two notches, with both the corporate family
rating (formerly senior implied rating) and the rating on the $350
million 11% senior secured notes moving to Caa1.  The action is
consistent with the negative outlook and credit concerns expressed
in Moody's previous press release of March 16, 2005.  The ratings
have been placed on review for further possible downgrade.

The action applies to these ratings:

   -- $350 million senior secured notes due 2013, downgraded
      to Caa1 from B2

   -- Corporate family, downgraded to Caa1 from B2

The ratings action follows Anchor's announcement that with lower
than expected results for May and June 2005, it expects to be in
noncompliance with the fixed charge coverage covenants under its
revolving credit agreements and capital leases.  In addition, the
firm's ability to make a $19.2 million interest payment on the
$350 million senior secured notes as scheduled on August 15, 2005
is uncertain.  The company is in negotiations with its bank
lenders and a possible equity investor, but if covenant waivers
are not obtained, and additional liquidity is not forthcoming, the
firm may file for bankruptcy protection.  The company also has
announced that its audit committee has commenced a review of
approximately $4.5 million in customer payments received and
recorded in the second quarter of 2003 and consequently may not be
able make SEC filings for the quarter ended June 30, 2005 in a
timely manner.

The Caa1 rating on the senior secured notes embeds expectation for
some loss in the event of default, but the potential for
accounting irregularities raises the level of uncertainty with
regard to Anchor's ongoing enterprise value.  The $350 million in
senior secured notes are secured by a first priority claim on
substantially all existing real property, equipment, and all other
fixed assets related to Anchor's eight glass container
manufacturing facilities, in which Anchor has invested
approximately $250 million over the past three years.

The rating on the notes also reflects the dominance of secured
debt in Anchor's capital structure.  The rating gives
consideration to Anchor's $115 million and $20 million senior
secured revolving credit facilities (not rated by Moody's), which
are secured by first priority and second priority liens,
respectively, on Anchor's accounts receivable, inventory, and
intangible assets.  About $70.5 million was outstanding under the
revolvers at March 31, 2005.

The review for possible further downgrade will include meetings
with management and the company's advisors and reflects the
current lack of transparency regarding management's plans to
enhance liquidity and to meet scheduled payments on Anchor's debt.
Should Anchor realize a viable plan to meet its obligations, the
ratings may be confirmed.  Alternatively, the ratings could be
further lowered if management's efforts to manage through the
current situation are unsuccessful and impairment to enterprise
value is deeper than anticipated.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is a manufacturer of glass containers in the United
States, producing a diverse line of various types of clear and
colored glass containers for customers principally in the beer,
beverage, food, and liquor industries.

Net sales for fiscal year 2004 amounted to approximately $747
million.


ARCH COAL: Weak Financials Prompt S&P to Cut Ratings to BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Arch
Coal Inc. The outlook is stable.  The corporate credit rating was
lowered to 'BB-' from 'BB', reflecting Arch Coal's weaker-than-
expected financial performance because of its high debt levels
from aggressive spending on growth.

"The action also reflects our view that, despite favorable coal
industry fundamentals and pricing, the company is unlikely to
improve its credit metrics to levels commensurate with its
previous rating level over the intermediate term," said Standard &
Poor's credit analyst Dominick D'Ascoli.  "Indeed, rising mining
costs combined with extensive railroad maintenance that will limit
coal shipments from Arch's largest production area in the Wyoming
part of the Powder River Basin, will result in performance below
expectations for the rest of 2005 and likely affect the company's
2006 performance."

Arch Coal is one of the largest U.S. coal producers, with coal
sales of 133 million tons for the 12 months ended March 31, 2005.
The St. Louis, Missouri-based company operates numerous mines in
the eastern and western coal producing regions of the U.S. About
74% of Arch Coal's reserves consist of higher-margin compliance
coal, which meets sulfur emission requirements under Phase II of
the federal Clean Air Act.

Standard & Poor's expects coal industry fundamentals to remain
favorable over the intermediate term, allowing Arch to continue
locking in high-price contracts over the next several years.
Higher price realizations together with spending aimed at
improving its productivity levels and expected debt reduction as
the company makes its annual federal lease payments should enable
the company to attain credit metrics commensurate with its rating.
However, if cash flow expectations are reduced because of a
deterioration in industry fundamentals or significant cost
increases, ratings could be lowered.  If debt is reduced to a
greater extent than we expect, ratings could be raised.


AR UTILITY: List of 21 Largest Unsecured Creditors
--------------------------------------------------
AR Utility Specialists, Inc., delivered a list of its 21 largest
unsecured creditors to the U.S. Bankruptcy Court for the District
of Arizona:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Lauris Construction              Trade                   $81,560
4531 East 30th Place
Yuma, AZ 85365

Locus Technologies               Trade                   $70,744
668 North 44th Street, Suite 300
Phoenix, AZ 85008

Arizona Department of Revenue    Government              $53,115
P.O. Box 29070
Phoenix, AZ 85038-9070

Tri-Valley Heating & Cooling     Trade                   $48,813

London/Pro Tech Corporation      Trade                   $45,758

Victor's 1 Stop Remodeling       Trade                   $42,527

Command Labor                    Trade                   $38,399

Sixty First Place Architects     Trade                   $37,800

Azteca Glass                     Trade                   $31,050

Tanner Companie (Yuma), Inc.     Trade                   $25,413

Yuma Winnelson Company           Trade                   $25,047

Standard Fundings Corporation    Trade                   $23,602

Home Depot Commercial            Trade                   $17,803

Foxworth-Galbriath Lumber Co.    Trade                   $16,581

Nu-Way Fire Protection, Inc.     Trade                   $15,131

Crown Phoenix IV LLC             Trade                   $14,761

Pacificare of Arizona, Inc.      Trade                   $12,675

The Cad Store                    Trade                   $11,112

Geotechnical Testing Services    Trade                   $10,525

D&B Utility Technology           Trade                   $10,042
Specialists

Del Department 50-0039362044     Trade                    $9,085

Headquartered in Phoenix, Arizona, AR Utility Specialists, Inc. --
http://www.arusi.net/-- is an engineering and design firm for
utilities serving the metropolitan Phoenix area.  The Debtor filed
for chapter 11 protection on June 10, 2005 (Bankr. D. Ariz. Case
No. 05-10489).  J. Henk Taylor, Esq., at Lewis And Roca LLP
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $1 million to $10 million.


ASSET BACKED: Loan Performance Issues Cues Fitch to Junk Rating
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these Asset Backed
Funding Corporation's home equity loan asset-backed certificates:

   ABFC series 2001-AQ1:

     -- Class A-6 affirmed at 'AAA';
     -- Class A-7 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 downgraded to 'BB' from 'BBB';
     -- Class B downgraded to 'C' from 'B-'.

   ABFC series 2002-SB1:

     -- Class A-II-1 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B downgraded to 'B' from 'BB'.

   ABFC series 2002-WF1:

     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 downgraded to 'BBB-' from 'BBB';
     -- Class B downgraded to 'B+' from 'BB+'.

The affirmations of the above classes ($140,270,871 in aggregate),
reflect credit enhancement consistent with future loss
expectations.  The downgrades affect about $9,639,261 of
outstanding certificates and reflect the potential negative impact
of loan performance issues on these bonds.

Series 2001-AQ1:

The monthly excess interest has averaged approximately $77,413
during the past three months, and the monthly losses have averaged
291,146 during the same period.  This has resulted in an average
monthly reduction of approximately $213,733 to the available
credit support. In addition, the 90 plus delinquencies have
averaged 23% of the current pool balances during this period.

As of the June 20, 2005 distribution date, the
overcollateralization was $97,532.48, with a target of $1,167,565.
The pool factor (loan principal outstanding as a percentage of the
loan principal at closing) currently stands at 11.51%.

Series 2002-SB1:

The monthly excess interest has averaged approximately $219,378
during the past three months, and the monthly losses have averaged
$493,129 during the same period.  This has resulted in an average
monthly reduction of approximately $273,751 to the available
credit support.  In addition, the 90 plus delinquencies have
averaged 18.45% of the current pool balances during this period.

As of the June 27, 2005 distribution date, the OC was
$2,361,113.85, with a target of $2,380,141. The pool factor
currently stands at 25.13%.

Series 2002-WF1:

The monthly excess interest has averaged approximately $205,563
during the past three months, and the monthly losses have averaged
$331,912 during the same period.  This has resulted in an average
monthly reduction of approximately $126,348 to the available
credit support.  In addition, the 90 plus delinquencies have
averaged 19.07% of the current pool balances during this period.

As of the June 27, 2005 distribution date, the OC was $1,393,469,
with a target of $1,709,821. The pool factor currently stands at
13.50%.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
web site at http://www.fitchratings.com/


ATA AIRLINES: Wants to Assume Indianapolis Airport Lease
--------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, ATA Airlines,
Inc. and its debtor-affiliates seek the U.S. Bankruptcy Court for
the Southern District of Indiana's authority to assume a
Maintenance Facility Lease, dated December 29, 1995, between ATA
Airlines, Inc., and the Indianapolis Airport Authority.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
notes that the IAA had obliged ATA to immediately decide whether
to assume or reject the Lease because a prospective tenant was
interested in the maintenance facility at the Indianapolis
International Airport.

Ms. Hall avers that, in the absence of more economically
attractive yet adequate substitute facilities, the Lease will be
important to ATA Airlines' business plan and future operations.
The facility provides hangar bay space, as well as office and
operating space for persons and equipment important to the
Debtor's operations.

Ms. Hall says that the IAA has affirmed that the Debtor has no
outstanding defaults under the Lease and no cure payments for any
default are required for the Lease's assumption.

The Debtors, the IAA, and Union Planters Bank, N.A., which claims
a mortgage on ATA's leasehold interest in the facility, are
continuing negotiations for possible business arrangements for the
facility.

                          IAA Objects

The IAA asks the Court to compel the Debtors to reject the Lease.

Pursuant to Section 365(b)(1)(C) of the Bankruptcy Code, the
Debtors are required to provide adequate assurance of future
performance under the Lease.

Henry A. Efroymson, Esq., at Ice Miller, in Indianapolis,
Indiana, points out that the Debtors are unable to satisfy the
requirement as a result of ATA Airlines' deteriorating financial
condition.  ATA has not established that it will be financially
capable of complying with the terms of the Lease.

In addition, ATA has not indicated that it will continue to use
the leased premises for its intended purpose -- airplane
maintenance -- for the remaining term of the lease.

Mr. Efroymson speculates that ATA will likely reject the Lease
after assumption, and the IAA's administrative claims for
rejection of an assumed lease will have little value in light of
the lack of assets in the estate available to pay any
administrative claims.

                      Bank Defends Debtors

Union Planters Bank, N.A., asks the Court to strike the IAA's
objection to the assumption of the Lease.

Jon B. Abels, Esq., at Dann Pecar Newman & Kleiman, in
Indianapolis, Indiana, points out that the Objection was not
timely filed as it was filed a day after the July 14, 2005
objection deadline.

More importantly, the IAA has no evidence that ATA Airlines would
assume and then reject the Lease or that ATA would not pay the
$143,000 minimal annual ground rent for two buildings comprising a
total of approximately 240,000 square feet.

Mr. Abels notes that, should ATA Airlines default on its payments
under the Lease, the Bank has the right to assume ATA's rights and
obligations.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Gets Court Nod to Enter Into Boeing Aircraft Leases
-----------------------------------------------------------------
ATA Airlines, Inc. and its debtor-affiliates sought and obtained
the U.S. Bankruptcy Court for the Southern District of Indiana's
permission to negotiate and execute letters of intent and
definitive agreements for lease/purchase agreements for Boeing
767-300 and 737-700 aircraft.

The Debtors, in consultation with the Official Committee of
Unsecured Creditors, Southwest Airlines, Inc., and the Air
Transportation and Stabilization Board have determined that their
aircraft fleet needs to be reconfigured and resized both in the
number and type of aircraft employed to maximize the business
return to the estates and their creditors and to effect a
successful reorganization.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, explains that the Boeing aircraft are in demand within
the commercial passenger airline industry and are subject to
intense bidding pressure.  This pressure ensures that only those
bidders able to quickly supply a bid and prove both the authority
and capability of performing any bid, like securing financing, can
be successful.  Accordingly, the Debtors would have been at a
disadvantage if their offers are delayed and deemed uncertain if
the offers were contingent on the Court's approval.

The execution of the definitive agreements requires the prior
consent of the Constituent Parties, subject to certain parameters.
These terms and conditions, which the Debtors filed under seal,
identify the type of Aircraft and engines, types of lessors, type
and duration of leases, maximum acquisition payments, maximum
lease payments, and certain others provisions within which the
leases would be economically viable and would significantly
contribute to the Debtors' successful reorganization.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CARDIAC SERVICES: General Electric Capital Files Chapter 11 Plan
----------------------------------------------------------------
General Electric Capital Corporation, the holder of the only
security interest in Cardiac Services Inc.'s property, filed a
plan of reorganization and accompanying disclosure statement in
the Debtor's chapter 11 case on July 18, 2005.

The Debtor lost its battle to preserve exclusivity when the U.S.
Bankruptcy Court for the Middle District of Tennessee decided not
the extend the exclusivity periods and allowed GECC to file its
own plan.

                        Terms of the Plan

The Plan contemplates the restructuring of the Debtor's secured
obligation to GECC.  The Plan also proposes the surrender of three
mobile catheterization and peripheral vascular labs and associated
equipment to GECC reduce its $1.5 million unsecured claim.  GECC
also wants holders of equity interest to infuse $4 million in
fresh capital.  If the Equity Interest Holders will not infuse at
least $2 million in cash (to pay down GECC's claim) and $2 million
in the form of a personal guaranty (guaranteeing repayment of
GECC's debt), GECC wants the Debtor's business sold.

                       Treatment of Claims

Holders of allowed unsecured claims, totaling $5,008,078, will be
paid 15% of the principal amount of their Allowed Claims on or
before the effective date of the plan, excluding insider unsecured
claims and GECC's unsecured claim.

The Plan will restructure $10.2 million owed to GECC.  GECC will
retain a first priority perfected secured interest in the Debtor's
assets and the restructuring will subject the Company to loan
covenants acceptable to GECC.  On the Effective Date, the Debtor
will make a $500,000 lump sum payment against GECC's Secured
Claim, and $2 million of the new capital raised by the Equity
Interest Holders will be paid to GECC for partial satisfaction of
its Secured Claim.  The remaining $7.7 million balance will be
paid with 8% annual interest in $155,094 monthly installments over
the next five years.

Equity interests of holders who opt not to infuse new money into
the Debtor's business will be extinguished.

Equity Interest Holders who opt to inject fresh capital will
receive capital stock in the Reorganized Debtor.

A copy of the Disclosure Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=050720024521

Headquartered in Nashville, Tennessee, Cardiac Services, Inc.,
provides surgical services, mobile catherization and peripheral
vascular labs, and associated equipment.  The Company filed for
chapter 11 protection on March 8, 2005 (Bankr. M.D. Tenn. Case No.
05-02813).  Paul E. Jennings, Esq., at Paul E. Jennings Law
Offices, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts of $10 million to $50 million.


CHL MORTGAGE: S&P Lifts Ratings on Six Certificate Classes
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 15
classes from three series issued by CHL Mortgage Pass-Through
Trust.  At the same time, the ratings are affirmed on the
remaining 32 classes from the same transactions.

The raised ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the new analysis are significantly lower than the
original levels at issuance, primarily the result of loan
seasoning, performance based updated borrower quality scores, and
adjusted lower LTV ratios due to property value appreciation.  As
a result, Standard & Poor's raised certain ratings to reflect the
credit support provided at the new, lower loss coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor these transactions to ensure the assigned
ratings accurately reflect the risks associated with them.


                           Ratings Raised

                   CHL Mortgage Pass-Through Trust

                                           Rating
                                           ------
              Series      Class        To          From
              ------      -----        --          ----
              2003-J3     M            AA+         AA
              2003-J3     B-1          AA          A
              2003-J3     B-2          AA-         BBB
              2003-J3     B-3          A           BB
              2003-J3     B-4          BB          B
              2003-J5     M            AA+         AA
              2003-J5     B-1          AA          A
              2003-J5     B-2          A+          BBB
              2003-J5     B-3          A-          BB
              2003-J5     B-4          BBB-        B
              2003-J6     M            AA+         AA
              2003-J6     B-1          AA          A
              2003-J6     B-2          A           BBB
              2003-J6     B-3          BBB         BB
              2003-J6     B-4          BB+         B


                           Ratings Affirmed

                   CHL Mortgage Pass-Through Trust

      Series       Class                            Rating
      ------       -----                            ------
      2003-J3      1-A-1,1-A-2,1-A-3,1-A-8,1-A-9    AAA
      2003-J3      1-A-10,1-X,2-A-1,2-X,PO          AAA
      2003-J5      1-A-1,1-A-2,1-A-3,1-A-4,1-A-5    AAA
      2003-J5      1-A-6,1-A-7,1-A-8,1-A-9,1-A-10   AAA
      2003-J5      1-A-11,1-A-12,2-A-1,1-X,2-X,PO   AAA
      2003-J6      1-A-1,2-A-1,2-A-2,2-A-3,2-X      AAA
      2003-J6      3-A-1,PO                         AAA


CREDIT SUISSE: Fitch Affirms Low-B Rating on 5 Cert. Classes
------------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2000-C1:

    -- $50.1 million class B to 'AAA' from 'AA+';
    -- $44.5 million class C to 'AA' from 'A';
    -- $15.3 million class D to 'A' from 'A-';
    -- $29.1 million class E to 'A-' from 'BBB';
    -- $13.9 million class F to 'BBB+' from 'BBB-'.

In addition, Fitch affirms these classes:

    -- $94.2 million class A-1 'AAA';
    -- $677.5 million class A-2 'AAA';
    -- Interest-only class A-X 'AAA';
    -- $30.6 million class G 'BB+';
    -- $12.5 million class H 'BB';
    -- $11.1 million class J 'BB-';
    -- $11.1 million class K 'B+';
    -- $9.7 million class L 'B'.

The 4.3 million Class M remains at 'CCC'.

The $15.1 million class N is not rated by Fitch.

The upgrades reflect the increased credit enhancement levels from
loan payoffs and amortization.  As of the July 2005 distribution
date, the pool's aggregate certificate balance has decreased 9.1%
to $1.01 billion from $1.11 billion at issuance.  Of the original
211 loans, 203 remain outstanding in the pool.

Fitch reviewed the credit-assessed loan in the pool, 1211 Avenue
of the Americas.  This loan maintains its investment grade credit
assessment.  The Fitch stressed debt service coverage ratio, based
upon year-end 2004 operating results, improved to 1.64 times (x)
versus 1.39x at issuance.  The property is over 99% leased with
77% of the space leased to long-term credit tenants.

There are three loans (1.8%) in special servicing.  The largest
loan in special servicing (1.2%) is a 305,523 square foot office
property located in Billings, MT.  The loan transferred to the
special servicer due to imminent default after the anchor tenant
went dark.  The loan is 60 days delinquent and losses are expected
upon liquidation.

The second largest loan in special servicing (0.3%) is secured by
a 200-unit multifamily property in Las Vegas, NV.  The loan is
current and no losses are presently expected.


CREDIT SUISSE: S&P Lifts Rating on Three Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 14
classes of pass-through certificates from two Credit Suisse First
Boston Mortgage Securities Corp. transactions.  At the same time,
the ratings are affirmed on the remaining classes from these
transactions.

The raised ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pools.  The loss coverage
levels derived from the analysis are significantly lower than the
original levels at issuance, primarily the a result of loan
seasoning, performance based updated borrower quality scores, and
adjusted lower loan-to-value ratios due to property value
appreciation.  As a result, Standard & Poor's raised certain
ratings to reflect the credit support provided at the new, lower
loss coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings. Standard & Poor's will
continue to monitor these transactions to ensure the assigned
ratings accurately reflect the risks associated with them.


                         Ratings Raised

        Credit Suisse First Boston Mortgage Securities Corp.

                                         Rating
                                         ------
            Series      Class        To          From
            ------      -----        --          ----
            2003-8      C-B-1        AAA         AA
            2003-8      D-B-1        AAA         AA
            2003-8      C-B-2        AA+         A
            2003-8      C-B-3        AA          BBB
            2003-8      D-B-2        AA-         A-
            2003-8      C-B-4        A           BB
            2003-8      C-B-5        BB          B
            2003-10     C-B-1        AAA         AA
            2003-10     D-B-1        AAA         AA
            2003-10     D-B-2        AA+         A
            2003-10     D-B-3        AA          BBB
            2003-10     C-B-2        AA          A-
            2003-10     C-B-3        A           BBB
            2003-10     D-B-4        BBB         BB


                         Ratings Affirmed

        Credit Suisse First Boston Mortgage Securities Corp.

Series     Class                                           Rating
------     -----                                           ------
2003-8     I-A-1, II-A-1, III-A-2, III-A-3, III-A-4        AAA
2003-8     III-A-23, III-A-24, III-A-25, III-A-26          AAA
2003-8     IV-PPA, V-A-1, VI-A-1, VI-A-2, VI-A-3           AAA
2003-8     VI-A-4, VI-A-5, VI-A-6, VI-A-7, VI-A-8          AAA
2003-8     VI-A-9, II-X, V-X, D-X, II-P, V-P, A-P, A-R     AAA
2003-8     D-B-4                                           BB
2003-8     D-B-5                                           B-
2003-10    I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-8        AAA
2003-10    I-A-9, I-A-10, II-A-1, I-X, II-X, I-P, A-P      AAA
2003-10    A-R, III-A-1, III-A-2, III-A-3, III-A-4,        AAA
2003-10    III-A-5, III-A-6, III-A-7, III-A-8, III-A-9     AAA
2003-10    III-A-10, III-A-11, III-A-12, III-A-13, IV-A-1  AAA
2003-10    III-X, IV-X, III-P                              AAA
2003-10    C-B-4                                           BB
2003-10    C-B-5                                           B
2003-10    D-B-5                                           B


DEL LABORATORIES: Poor Performance Prompts S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Del
Laboratories Inc. to negative from positive.

At the same time, Standard & Poor's affirmed its ratings on the
Uniondale, New York-based company, including its 'B' corporate
credit rating.  Approximately $375 million of debt is affected by
this action.

"The revised outlook reflects the company's weaker-than-expected
operating performance in the first quarter of 2005 and our
expectations that the company will be challenged to fully achieve
its planned cost savings and improve earnings in a challenging and
mature market," said Standard & Poor's credit analyst Patrick
Jeffrey.


DIGICEL LTD: Moody's Affirms B3 Senior Unsecured Debt Rating
------------------------------------------------------------
Moody's Investors Service affirmed the recently assigned ratings
on Digicel Ltd. as described below.  The affirmation is based upon
the increased senior note offering of $300 million compared to
$250 million.

The affirmed ratings are:

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

   * B3 senior unsecured debt rating

Positive rating outlook

Moody's assumes that the $50 million in additional debt proceeds,
while reducing free cash flow due to higher interest expense, will
be used to bolster Digicel's liquidity position, and otherwise is
not a material change in the credit profile of the company.

Digicel is the largest provider of wireless telecommunications in
the Caribbean with over 1.7 million subscribers and LTM revenues
of $477 million.


DISCOUNT BRIDAL: Files Chapter 7 Petition in Baltimore
------------------------------------------------------
Hundreds of brides scattered around the country have been
scrambling to locate new wedding gowns and bridesmaid dresses
after their wedding planners' supplier closed its doors and filed
a chapter 7 petition.  Discount Bridal Service, Inc., which
operated a warehouse and showroom under the Martin's Bridal and
Formal Shops nameplate in Baltimore was in business for more than
20 years, and assembled a network of more than 500 dealers
nationwide.

The Chapter 7 petition was delivered to the U.S. Bankruptcy Court
for the District of Maryland on July 18, 2005.  The Case Number is
05-26182, and is assigned to Judge Keir.  Discount Bridal's lawyer
is:

     Constance M. Hare, Esq.
     Mehlman, Greenblatt & Hare, LLC
     723 South Charles Street, Suite LL3
     Baltimore, MD 21230
     Telephone (410) 547-0300

The Interim Chapter 7 Trustee is:

     Joel I. Sher, Esq.
     Shapiro, Sher Guinot & Sandler
     36 South Charles Street, Suite 2000
     Baltimore, MD 21201
     Telephone (410) 385-4278

A copy of Discount Bridal's chapter 7 bankruptcy petition --
including a 135-page list of creditors -- is available for a fee
at http://researcharchives.com/t/s?7d

The Debtor estimates that it has less than $50,000 in assets and
more than $1 million in debts.

A meeting of creditors, pursuant to 11 U.S.C. Sec. 341(a), is
scheduled for August 25, 2005, at 10:00 a.m., in Baltimore.


EL PASO: Acquiring Medicine Bow Energy for $814 Million
-------------------------------------------------------
El Paso Corporation (NYSE: EP) is acquiring Denver-based Medicine
Bow Energy Corporation for $814 million in cash through its wholly
owned subsidiary, El Paso Production Holding Company.  Medicine
Bow is a privately held company with an estimated 356 billion
cubic feet equivalent (Bcfe) of proved reserves, mostly in the
Rockies and East Texas, both of which are areas where El Paso has
successful operations.  The transaction will be effective July 1,
2005, and is expected to close during the third quarter of 2005.

"Medicine Bow Energy is a terrific acquisition for El Paso, and it
is consistent with our acquisition goals," said Lisa Stewart,
president of Production and Non-regulated Operations.  "We are
increasing our reserve life and the stability of our business by
adding onshore properties that complement our existing operations.
We expect that the annual cash flow from these properties will
exceed capital expenditures by more than $100 million.  We
effectively use the benefits of some of our tax loss carry
forwards, and we are using price risk management to protect the
economics of this transaction.  At the same time, we will improve
the commodity mix of our business by adding properties with a high
percentage of oil reserves.  We will also add a solid group of
exploration and production professionals to Team El Paso."

                     Medicine Bow Structure

Approximately 130 Bcfe of proved reserves and 27 million cubic
feet per day equivalent (MMcfe) of production are owned directly
by Medicine Bow, which also owns a 38.6- percent interest in Four
Star Oil & Gas Company.  Through this entity, Medicine Bow owns
approximately 226 Bcfe of proved reserves and approximately 68
MMcfe of daily production, net to its interest.  The Four Star
reserves and volumes will not be consolidated into El Paso
Corporation's or EPPH's financial reports but will be reported as
an equity interest.

                        Financing Plan

EPPH will finance $500 million of the acquisition costs through a
five-year credit facility that is secured by a portion of EPPH's
reserve base and will pay the balance with existing cash on hand.
Within 12 months of the closing of this transaction, El Paso
intends to issue common equity in an amount up to the full
purchase price and use the proceeds to pay off the $500- million
facility.  El Paso believes that the acquisition and financing
plan will strengthen the company's credit profile.

El Paso Corporation -- http://www.elpaso.com/-- provides natural
gas and related energy products in a safe, efficient, and
dependable manner. The company owns North America's largest
natural gas pipeline system and one of North America's largest
independent natural gas producers.

                        *     *     *

As reported in the Troubled Company Reporter on March 4, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to El
Paso Corp.'s subsidiary Colorado Interstate Gas Co.'s planned
$200 million senior unsecured notes.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit ratings on El Paso and its subsidiaries and revised the
outlook on the companies to stable from negative.

The outlook revision reflects El Paso's progress on restructuring
its business and the company's improved liquidity ahead of large
debt maturities in the next three years.

"The stable outlook reflects the expectation that El Paso will
continue to address adequately the company's operational and
financial issues," said Standard & Poor's credit analyst Ben
Tsocanos.

"Although liquidity is not an immediate concern, El Paso will
struggle to produce enough cash flow to barely cover its debt
service as it tackles the challenges in its plan," said Mr.
Tsocanos.


ENRON CORP: Portland City Council to Sell Bonds for PGE Purchase
----------------------------------------------------------------
The Portland City Council, in Oregon, unanimously approved a
$3 billion bond sale to raise funds for its purchase of Enron
Corp.'s Portland General Electric Company, Bloomberg News
reports.

Greg Chang at Bloomberg News says the City wants to buy the PGE
Utility to stimulate the local economy by cutting power rates.

As previously reported, the Oregon Public Utility Commission
rejected Texas Pacific Group's application to buy PGE on concerns
that it may lead to harm for customers.

The City Council would need a separate vote before the bonds
could actually be issued, Mr. Chang notes.

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 CORP: Agrees to Allow Southaven Claims for $56 Million
------------------------------------------------------------
On Oct. 11, 2002, Southaven Power, LLC, filed three claims
asserting contingent and liquidated liability against the
Debtors:

   -- Claim No. 11937 against Enron Corp.;

   -- Claim No. 12195 against NEPCO Power Procurement Company;
      and

   -- Claim No. 21120 against EPC Estate Services, Inc., formerly
      known as National Energy Production Corporation.

The Claims arise from four contracts, each dated December 22,
2000, concerning the engineering and construction of an
electrical generating facility in Southaven, Mississippi:

   1. Construction Agreement between NEPCO and Southaven;

   2. Engineering and Equipment Procurement Agreement between
      NEPCO Procurement Company, a division of Enron Equipment
      Procurement Company, and Southaven;

   3. Coordination Agreement among NPC, NEPCO and Southaven; and

   4. Guaranty Agreement between Enron and Southaven.

Pursuant to the Construction Agreement, NEPCO agreed to construct
the Southaven Facility on a fixed-price basis, and pursuant to
the EEP Agreement, NPC agreed to engineer and procure equipment
for the Southaven Facility, also on a fixed-price basis.

Under the Coordination Agreement, NEPCO and NPC agreed to
coordinate their efforts and be jointly responsible for
completing the Southaven Facility.  NEPCO and NPC were both
obligated to complete the Southaven Facility in exchange for the
fixed price under the Construction Agreement plus the fixed price
under the EEP Agreement.  Enron guaranteed the obligations of
NEPCO and NPC under the Agreements.

As of the Petition Date, construction of the Southaven Facility
had not been completed and a dispute arose as to whether NEPCO
and NPPC had sufficient financial resources to perform their
contractual obligations.  On May 14, 2002, Southaven terminated
both the Construction Agreement and the EEP Agreement before
NEPCO and NPPC filed for Chapter 11 on May 20.

In the Claims, Southaven contends that NPPC, Enron and NEPCO are
jointly and severally liable for amounts in excess of the
Contract Price expended in completing the Southaven Facility,
which is alleged to be no less than $38,525,715.  Southaven also
seeks reimbursement for costs allegedly incurred in replacing the
Construction Agreement and EEP Agreement for about $1,121,142,
making the total amount specified in the Claims no less than
$39,646,857.

Pursuant to the Estimation Procedures approved by the Court, the
Debtors proposed that Claims be estimated at $14,443,892.  The
Debtors note that Southaven had not provided a legal basis,
invoices or other information necessary to support recovery of
other amounts asserted in the Claims.

After exchanging information pertaining to the Claims, the
parties have reached a settlement resolving the Claims and the
Estimation Objection.

The salient terms of the Settlement are:

    a. Claim No. 12195 is disallowed in full for all purposes in
       the Enron Bankruptcy Cases;

    b. Claim No. 21120 is allowed against NEPCO as a class 67
       claim under the Plan for $27,916,488;

    c. Claim No. 11937 is allowed against Enron as a class 185
       claim under the Plan for $27,916,488; and

    d. All scheduled liabilities to Southaven in the Enron
       Bankruptcy Cases arising from the Southaven Facility, the
       Claims or the Contracts are expunged, to the extent
       applicable; and

    e. The parties waive and release each other from all claims
       in connection with the Southaven Facility, the Claims or
       the Contracts.

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 CORP: Court Approves Ojibway & Lucelia Settlement
-------------------------------------------------------
The Lucelia Foundation, Inc., filed Claim Nos. 11018, 11019,
14661, 15816, and 15817, alleging numerous contingent and
unliquidated claims against the Debtors arising in connection
with its 0.2% membership interest in Seminole Capital LLC.

Ojibway, Inc., filed Claim Nos. 11020, 11021, 14676 and 20010,
asserting numerous contingent and unliquidated claims against the
Debtors arising in its capacity as holder of Class O membership
interests in Sequoia Financial Assets LLC.

The Debtors, Lucelia, and Ojibway, among others, were parties to
a financing structure, wherein Sequoia was formed as a "Financial
Asset Securitization Investment Trust," to securitize 31-day
receivables owed to Enron, ENA and Enron Power Marketing, Inc.,
and to issue securities backed by those receivables, cash and
short-term commercial paper issued by ENA and Enron.  Ojibway
purchased a $2,000,000 Class O interest in Sequoia.

Enron also formed and capitalized Seminole by contributing about
$750,000,000 in exchange for a 99.8% limited liability company
membership interest in Seminole.  Thereafter, Cheyenne was formed
and capitalized by Seminole contributing $750,000,000 in exchange
for all of the ownership interests of Cheyenne.

Pursuant to the Seminole LLC Agreement, Seminole agreed to pay
Lucelia a guaranteed payment amount on each distribution date.
The Guaranteed Payment Amount, which is currently approximately
$700,000, continues to accrue interest at a rate of LIBOR plus
10% per annum.  As a subsidiary of Enron, Seminole is entitled to
receive, before it flows to Enron, a portion of the distribution
of the allowance of Claim No. 11125 for more than $1.98 billion
pursuant to the May 28, 2004 Choctaw/Zephyrus Settlement.

To resolve the outstanding issues underlying the Claims, the
parties have reached a settlement.  The salient terms of the
settlement are:

    (1) Enron will pay Lucelia $700,000 in immediately available
        funds in full and complete satisfaction of the Seminole
        Capital LLC Limited Liability Company Agreement, dated
        May 11, 1999, and the Indemnity Letter, dated May 28,
        1999.

    (2) Enron will pay Lucelia $1,200,000 in immediately available
        funds, in full and complete satisfaction of any and all
        obligations arising in connection with the Seminole LLC
        Agreement;

    (3) After receipt of the $1.2 million, Lucelia will
        acknowledge that Enron owns all right, title and interest
        to all of Lucelia's equity interests in Seminole.  Enron
        represents to Ojibway that pursuant to the May 10, 2004
        Agreement, all of the assets of Sequoia were transferred
        to satisfy secured debt of Sequoia.  All of Ojibway's
        equity interests in Sequoia are cancelled.  Ojibway
        acknowledges and agrees that it is entitled to receive
        nothing for the Ojibway Equity Interests, and waives any
        and all rights to receive any payment from the Reorganized
        Debtors, Sequoia, or any of their affiliates in connection
        with the Ojibway Equity Interests;

    (4) Any and all claims of Lucelia, Ojibway, or their
        affiliates against the Debtors will be deemed disallowed
        and expunged in their entirety;

    (5) Lucelia releases Enron and its affiliates from claims
        relating to the Financing Structure; and

    (6) Ojibway releases any and all claims against Enron relating
        to the Financing Structure, with the exception of
        Ojibway's claims against Enron's financial advisors
        included in these proceedings:

            -- Westboro Properties LLC, and Lucelia Foundation,
               Inc. v. JP Morgan Chase & Company and Newby, et al.
               v. Enron Corporation et al., pending in the U.S.
               District Court for the Southern District of Texas,
               and

            -- Principal Global Investors, LLC, et al v.
               Citigroup, Inc., et al., pending in the Southern
               District of Iowa.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
explains that Seminole is obligated to pay the Guaranteed Payment
Amount from the Choctaw/Zephyrus Settlement before it can
transfer the balance to Enron.  Since the amount continues to
accrue interest at the Interest Rate until it is paid, the
continued delay of the payment could reduce the balance of the
Settlement payable to Enron by more than the $700,000 initially
payable.

In addition, Lucelia is entitled to a portion of the
Choctaw/Zephyrus Settlement as the holder of the Lucelia Equity
Interests.  The Parties estimate that the $1,200,000 payable by
Enron for the Interests is within the range that Lucelia would
receive from Seminole as the holder of the Interests.  Unless and
until the amount of Lucelia's portion of the distribution is
resolved, the Financing Structure cannot be unwound and the
balance of the distribution cannot flow to the Debtors' estates,
for distribution to their creditors.

Although the Reorganized Debtors believe they would prevail in
any litigation with respect to the Claims, the results of
litigation can never be predicted with absolute uncertainty.  The
Settlement eliminates this risk, Mr. Rosen says.

                           *     *     *

Judge Gonzalez approves the Settlement.

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)


FEDERAL-MOGUL: Asbestos Panel Wants Estimation Evidence Reopened
----------------------------------------------------------------
To address newly discovered evidence regarding the basis for non-
malignant asbestos personal injury claims against Turner &
Newall, Ltd., the Official Committee of Asbestos Property Damage
Claimants appointed in Federal-Mogul Corporation and its debtor-
affiliates' chapter 11 cases asks Judge Rodriguez to reopen the
evidence in the asbestos estimation proceeding.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in
Washington, D.C., points out that all of the estimates presented
to Judge Rodriguez regarding T&N's pending and future asbestos
personal injury liability allocate billions of dollars to
claimants alleging non-malignant injury.  Mr. Strochak notes that
Dr. Mark Peterson allocates 47% of his $11.1 billion estimate to
non-malignant claimants.

Mr. Strochak tells the District Court that the PD Committee had
asked the Bankruptcy Court to set a deadline for filing personal
injury claims so as to obtain information about the legitimacy of
pending claims and whether the claims were the product of good
faith medical practice.  The PD Committee's Bar Date Motion, Mr.
Strochak says, was based on legitimate suspicions that the use of
mass screened medical evidence massively inflated the level of
pending and past claims.  But the Bankruptcy Court denied the Bar
Date Motion and the asbestos estimation proceeded.

                         Silica MDL Ruling

Mr. Strochak relates that the PD Committee's suspicions were
confirmed by a ruling in In re: Silica Products Liability
Litigation held on June 30, 2005, by Judge Janis Graham Jack of
the United States District Court for the Southern District of
Texas.

A full-text copy of the ruling In re: Silica Products Liability
Litigation is available for free at:

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

According to Mr. Strochak, Judge Jack's ruling in the Silica
Multidistrict Litigation exposes the overly aggressive,
irresponsible and even fraudulent tactics used by plaintiffs'
lawyers, mass-screening enterprises and affiliated physicians in
silicosis claims.  "It also demonstrates the interrelationship
between silicosis and asbestosis claims."

After substantial discovery into certain mass-screening
enterprises and physicians who generated a high volume of cases,
Judge Jack, in her 249-page ruling, addresses a number of issues,
including "whether the doctors who diagnosed plaintiffs with
silicosis employed a sufficiently reliable methodology for their
testimony to be admissible."

Mr. Strochak relates that in answering that question, Judge Jack
examined many underlying factual issues related to mass-screening
enterprises and certain physicians who are active in both silica
and asbestos litigation, explaining that claims generated by
screening companies and affiliated physicians "def[ied] all
medical knowledge and logic," and that the claims were not about
the "search for truth and the quest for justice," they "were
manufactured for money" and "were about litigation rather than
health care."

Mr. Strochak notes that the screening companies on whom discovery
was taken in the silica case were involved in both asbestos and
silica litigation.  Judge Jack's opinion lays out the connection
between asbestosis and silicosis claims in a paragraph about one
screening company, N&M Inc.:

    "Overall, N&M . . . managed to generate the diagnoses for
    approximately 6,757 [Silica] MDL Plaintiffs.  To place this
    accomplishment in perspective, in just over two years, N&M
    found 400 times more silicosis claims than the Mayo Clinic
    (which sees 250,000 patients a year).  Furthermore, when
    comparing the names of the approximately 6,757-N&M generated
    MDL Plaintiffs with the names in the Manville Personal Injury
    Settlement Trust (a trust established for asbestos claims
    after the Johns-Manville Corporation bankruptcy), at least
    4,031 N&M-generated Plaintiffs have also made asbestos claims.
    The magnitude of this feat becomes evident when one considers
    that many pulmonologists, pathologists, and B-readers go their
    entire careers without encountering a single patient with both
    silicosis and asbestosis. . . .  Stated differently, a golfer
    is more likely to hit a hole-in-one than an occupational
    medicine specialist is to find a single case of both silicosis
    and asbestosis.  N&M parked a van in some parking lots and
    found over 4,000 such cases."

Judge Jack noted that the number of Silica MDL plaintiffs who had
also made asbestosis claims was "staggering", stunning, and not
scientifically plausible, Mr. Strochak relates.

                 Misconduct by Screening Companies

With respect to screening companies, Judge Jack's ruling
demonstrates that law firms, not physicians, were taking medical
or occupational histories of claimants, Mr. Strochak notes.
Judge Jack found "no evidence that anyone [taking medical
histories] had any medical training or had been instructed by any
medical professional what questions would be appropriate in
taking an occupational history," Mr. Strochak relates.

                Misconduct by Diagnosing Physicians

Judge Jack's ruling also shows that diagnosing physicians who
were engaged in misconduct had extensive involvement in asbestos
cases.  These physicians include:

    1. Ray Harron;
    2. James Ballard;
    3. W. Allen Oaks; and
    4. George Martindale.

Judge Jack noted that "evidence of unreliability of the B-reads
performed for [the] MDL is matched by evidence of the
unreliability of B-reads in asbestos litigation," Mr. Strochak
relates.

               T&N Was Impacted by Similar Misconduct

Judge Jack's findings are indisputably relevant to an estimate of
T&N's asbestos personal injury liability, Mr. Strochak asserts.
"Judge Jack's Order establishes an unseverable nexus between
silica litigation and asbestos litigation."  Mr. Strochak points
out that evidence already adduced in T&N's proceeding
demonstrates that T&N faced claims generated by the same tactics
and even some of the bad actors identified in the Silica MDL.

Judge Jack's ruling states that unscrupulous lawyers manipulated
the system in order to "overwhelm the Defendants and the judicial
system . . . in hopes of extracting mass nuisance-value
settlements because the Defendants and the judicial system are
financially incapable of examining the merits of each individual
claim in the usual manner."

Mr. Strochak thus tells Judge Rodriguez that whatever claims T&N
paid pre-bankruptcy, and whatever the reasons for T&N's behavior,
no party should be permitted to use a Chapter 11 proceeding and
the federal court system to perpetuate the abuse.

                         Discovery Needed

In light of Judge Jack's compelling opinion, the PD Committee
wants the Court to reopen the evidence in the estimation
proceeding and to allow additional discovery to ascertain the
extent to which T&N has been affected by the same or similar
wrong-doing described in the silica ruling.  Mr. Strochak
believes that Judge Jack's opinion highlights the need to permit
the PD Committee to obtain information about the doctors and
screening companies used by pending claimants.

If the District Court approves its request for new trial, the PD
Committee will timely file a discovery plan and propose a
supplemental hearing date.  At that point, Mr. Strochak says, the
parties can adjust their estimates accordingly.  "Arriving at an
estimate without discovery into [the] issue would require the
Court to place its imprimatur on what the Property Damage
Committee believes to be -- and what was very clearly found in
the Silica MDL to be -- an egregious abuse of the legal system."

Given the procedural posture of the case, where no confirmation
hearing is scheduled and no estimate has been rendered, Mr.
Strochak assures the District Court that no party will be
prejudiced by the inquiry into the legitimacy of claims against
T&N.

Mr. Strochak adds that the District Court has the power to order
a reopening of the trial and to permit additional discovery.  "It
would be a manifest injustice if the misconduct detailed in the
silicosis cases were allowed to go unchecked in the estimation
proceeding."

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


FIBERMARK INC: Bankruptcy Court Approves Cost Reduction Program
---------------------------------------------------------------
FiberMark, Inc. (OTC Bulletin Board: FMKIQ) received approval from
the U.S. Bankruptcy Court for the District of Vermont to implement
its cost reduction program.  The program initiative is expected to
result in $10 million of annual net savings beginning in 2006.

As reported in the Troubled Company Reporter on June 27, 2005, the
cost reduction initiative includes the proposed closure of the
company's Hughesville, N.J., operations and one of its two paper
machines in Warren Glen, N.J., both of which have served strategic
and non-strategic markets through the company's technical
specialties product families.  Certain products would be
transferred to the company's modernized paper machine in Warren
Glen, while others would be transferred to the company's
Brownville, N.Y. and Brattleboro, Vt., operations.  The initiative
also includes various contemplated actions to reduce selling,
general and administrative expenses.  Aside from the annual net
savings, the Company expects to take a non-cash impairment charge
of approximately $17 million.

                        Exit Financing

In addition, the Court approved lender fees in connection with the
company's anticipated exit financing facility.  "This is an
important step forward toward the company's emergence from
chapter 11," John Hanley, FiberMark's vice president and chief
financial officer, said.  "[This] will enable the company to
finalize the financing necessary to implement its Amended Plan of
Reorganization and fund its post-emergence operations."

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wall coverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
Baker, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
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 $329,600,000 in
total assets and $405,700,000 in total debts.

At Mar. 31, 2005, FiberMark, Inc.'s balance sheet showed a
$105,404,000 stockholders' deficit, compared to a $101,876,000
deficit at Dec. 31, 2004.


FIBERMARK INC: Disclosure Statement Hearing Slated for Sept. 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Vermont will
expedite the schedule of FiberMark, Inc.'s proceedings for
determining whether to unseal the report recently filed by an
independent examiner with respect to certain issues involving the
Debtor's Official Creditors Committee.

In conjunction with the new schedule, the Court will convene a
hearing to approve the adequacy of the Debtor's Disclosure
Statement explaining the Amended Plan of Reorganization on
Sept. 2, 2005.  This will allow for a determination of the
unsealing issue before the commencement of voting on the company's
Amended Plan of Reorganization.

The Court provisionally scheduled a hearing to consider
confirmation of the Amended Plan for Oct. 7.  These hearing dates
are subject to change.  The company would expect to exit from
chapter 11 shortly after obtaining the necessary approvals from
the Bankruptcy Court.

Earlier this month, following the filing of the independent
examiner's report, the U.S. trustee disbanded the official
creditors committee after conducting an investigation.  The
investigation was initiated in order to look into the disputes
among Committee members and the Debtor concerning corporate
governance issues and fiduciary duties.

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wall coverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
Baker, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
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 $329,600,000 in
total assets and $405,700,000 in total debts.

At Mar. 31, 2005, FiberMark, Inc.'s balance sheet showed a
$105,404,000 stockholders' deficit, compared to a $101,876,000
deficit at Dec. 31, 2004.


FREDERICK MCNEARY: Bank Wants to Foreclose on Milton Property
-------------------------------------------------------------
Partners Trust Bank, successor-in-interest to SBU Bank and The
Herkimer County Trust Company, asks the U.S. Bankruptcy Court for
the Northern District of New York to lift the automatic stay in
Frederick J. McNeary's chapter 11 case and allow it to collect
rent and foreclose on Mr. McNeary's Geyser Road property.  Mr.
McNeary is CEO and majority stockholder of Prestwick Chase, Inc.,
which is also under bankruptcy protection.

The property, located in the Town of Milton in New York, secures
repayment of a $525,000 promissory noted signed by Mr. McNeary in
January 2001.  At the 341 meeting held on June 6, 2005, the Mr.
McNeary testified that the property is valued between $650,000 and
$750,000.  In addition to Partners Trust's first-priority lien,
Claude Charlebois and APC Partners II, LLC, hold junior liens on
the property.

                        Foreclosure

Partners Trust moved to foreclose the Geyser Road property after
the Debtor allegedly defaulted on a $4,479 monthly principal and
interest payment due under the promissory note.  As of June 3,
2005, the Debtor owed Partners Trust $480,791 plus interest.

Partners Trust complains that the Debtor has continued to use cash
collateral -- tenant rent payments -- without Court authority.
This, the Bank argues, constitutes cause pursuant to section
362(d) of the Bankruptcy Code to lift the automatic stay and allow
the foreclosure to proceed.

According to Partners Trust, the property is not necessary to an
effective reorganization since reorganization is unlikely given
the Debtor's debt and the extent of his personal guarantees to the
creditors of Prestwick Chase.

                      Adequate Protection

If the stay is not terminated immediately, Partners Trust asks the
Court to prohibit or condition the Debtors' continued use of its
cash collateral.  Specifically, Partners Trust seeks adequate
protection of its security interest through cash payments or
replacement liens pursuant to section 361 of the Bankruptcy Code.
Without adequate protection, Partners Trust says it will suffer
irreparable loss, damage and injury.

Partners Trust claims that rents on the real property are more
than sufficient to pay the monthly payments due to it as well as
all real property taxes and expenses relating to the property.

Partners Trust is represented in this matter by:

          Nicholas S. Priore, Esq.
          Getnick Livingston Atkinson Gigliotti & Priore, LLP
          258 Genesee Street
          Utica, New York 13502
          Telephone (315) 797-9261

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


FREDERICK MCNEARY: APC Partners Objects to Cash Collateral Use
--------------------------------------------------------------
APC Partners II, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York to prohibit Frederick J. McNeary and
Prestwick Chase Inc. from using cash collateral securing repayment
of a $4.2 million obligation.

APC also wants the Court to authorize an examination of the Debtor
under Rule 2004 of the Federal Rules of Bankruptcy Procedure
examination in order to assemble information about the Debtor's
property located at Exit 13N of the Adirondack Northway in New
York.

Mr. McNeary is the CEO and majority shareholder of Prestwick
Chase, Inc., which owns and operates an assisted living community
for the elderly in Saratoga County, New York.

                 Objection to Cash Collateral Use

Mr. McNeary is the guarantor of a $3.5 million loan extended by
APC to Prestwick Chase in December 2001.  His obligations as
guarantor are secured by two mortgages between Prestwick Chase and
Ballston Spa National Bank for Mr. McNeary's properties located on
Geyser Road and Nelson Avenue in Saratoga Springs.

Under the terms of the promissory note, APC holds junior liens on
mortgages, assignments of rent and other property and assets owned
by Mr. McNeary.

APC tells the court that Mr. McNeary continues to use cash
collateral without its consent and in the absence of a Court
order.  APC wants the Court to put a stop to that immediately.

Alternatively, APC seeks adequate protection of cash collateral
pursuant to section 361 of the Bankruptcy Code.  Adequate
protection should include a tax and insurance escrow, a detailed
budget and monthly payments supported by available cash flow.

                     Rule 2004 Examination

M&T Real Estate, Inc., another secured creditor, obtained Court
authority to proceed with the foreclosure of the Exit 13N
property.  APC wants to conduct a Rule 2004 examination of the
property to assure that it is being sold at the highest price
possible.

APC tells the Court that through effective marketing and sale
efforts, the property may be sold at a better price than normally
obtainable through the standard foreclosure sale process.  And
while the eventual selling price may not be sufficient to
discharge M&T's mortgage lien, APC says a higher price will still
reduce M&T's claim and, consequently, increase any distributions
made to junior lenders.

The Rule 2004 examination will give APC access to zoning,
wetlands, surveys and other studies conducted on the property.
APC further requests permission to contact any professional
retained by Mr. McNeary with regard to the development of the
property as well as contact government authorities on issues such
as land use, real property tax and other relevant issues
concerning development and the possible sale of the property.

In addition, APC asks the Court for access to the Exit 13N
property site in order to conduct detailed wetlands mapping and
other site investigations.  APC needs to conduct the ocular
inspection to obtain comprehensive information that would help in
developing a comprehensive sales package for developers
potentially interested in the property.

APC is represented in this matter by:

          Paul A. Levine, Esq.
          LEMERY GREISLER LLC
          50 Beaver Street
          Albany, New York 12207
          Telephone (518) 433-8800

M&T, however, objects to the requested examination and asks the
Court to deny APC's request.  M&T says that a Rule 2004
examination does not allow creditors to contact governmental
authorities or other people who fall outside the scope of a proper
Rule 2004 examination.  M&T suggests that Rule 2004 only allows
parties-in-interest to examine a debtor.

M&T is represented in this matter by:

          James J. Barriere, Esq.
          Jeremy M. Smith, Esq.
          COUCH WHITE, LLP
          540 Broadway
          P.O. Box 22222
          Albany, New York 12201-2222
          Telephone (518) 426-4600

Headquartered in Saratoga Springs, New York, Prestwick Chase, Inc.
-- http://www.prestwickchase.com/-- offers senior housing
and independent living as an alternative to home ownership.  The
Company filed for chapter 11 protection on March 11, 2005 (Bankr.
N.D.N.Y. Case No. 05-11456).  Robert J. Rock, Esq., at Albany, New
York, represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.

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


FRONTIER OIL: Strong Performance Prompts Fitch To Raise Ratings
---------------------------------------------------------------
Fitch has upgraded the senior unsecured debt rating of Frontier
Oil Corporation to 'BB-' from 'B+' and the company's secured
credit facility rating to 'BB' from 'BB-'.

The rating action reflects the significant improvement in
Frontier's capital structure in recent quarters as well as the
company's strong operating and financial performance in recent
years.  The Rating Outlook is Stable.

Fitch placed Frontier's ratings on Outlook Positive in September
2004 following Frontier's announcement that it had commenced a
cash tender offer for the remaining $170 million of its 11 3/4%
senior unsecured notes.  With the refinancing of the notes with
$150 million of 6 5/8% senior unsecured notes, Frontier has
reduced annual interest costs from $28.7 million in 2003 to
approximately $10 million going forward under its current capital
structure.

At March 31, 2005, the company had $182.0 million of outstanding
debt on its balance sheet and $104.7 million of cash.  Behind
robust industry margins, Frontier generated $241.8 million of
EBITDA for the 12 months ending March 31, 2005, providing interest
coverage of 13.3 times (x) and leverage as measured by debt to
EBITDA of only 0.8x.  Free cash flow, as measured by cash flow
from operations less capital expenditures less dividends, totaled
$114.5 million over the 12-month period.

Frontier's ratings reflect the company's position as an
independent refiner with a solid market position within its core
geographic niche markets, the Rocky Mountains and Plains states.
Offsetting factors include the limitations of operating a two-
refinery system, vulnerability to refining margins, and the
potential risk of primarily debt-financed acquisitions.  The
company also remains subject to the significant capital
requirements of the U.S. refining industry as capital expenditures
are currently expected to total $138 million in 2005 versus only
$66.2 million in 2004.

Included in the 2005 estimates is approximately $100 million to
meet the U.S. low sulfur fuel standards for on-road diesel.
Frontier has accelerated the diesel investments from its original
plans to capture the benefits for small refiners under The
American Jobs Creation Act of 2004.

On legal issues, the lawsuit with Holly Corporation was resolved
in May 2005 with the Delaware Chancery Court siding with Holly on
the matter.  The ruling, however, included a negligible award of
only $1.00 for Holly.

As for the lawsuits involving the company's former operations in
Beverly Hills, California, the insurance policy purchased by
Frontier in October 2003 continues to cover the ongoing lawsuits.
The policy provides liability coverage of up to $120 million and
covers any similar claims made during the five-year period
following the commencement of the policy on Sept. 30, 2003.  The
insurance company continues to manage Frontier's defense while the
policy is in effect.

Frontier Oil Corporation is an independent refiner and wholesale
marketer of petroleum products, operating two refineries, a 46,000
barrel-per-day (bpd) refinery in Cheyenne, WY, and a 110,000 bpd
refinery in El Dorado, KS.


FTI CONSULTING: Moody's Rates $300 Million Senior Notes at Low-Bs
-----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to FTI
Consulting, Inc., a provider of business consulting services.  The
credit ratings reflect:

   * strong market positions;
   * long standing relationships with a top tier client base;
   * an increasingly complex regulatory environment; and
   * solid credit metrics.

The ratings also consider:

   * significant employee turnover rates;

   * sensitivity of the corporate finance segment to the economic
     cycle;

   * intense competition; and

   * low barriers to entry.

Moody's assigned these ratings:

   * $175 million senior unsecured notes due 2013, Ba2

   * $125 million senior subordinated convertible notes
     due 2012, Ba3

   * Corporate family (formerly senior implied) rating, Ba2

   * Speculative grade liquidity rating, SGL-1

The ratings outlook is stable.

The ratings are subject to the review of the final executed
documents.

Proceeds from the notes offerings are expected to be used to:

   a) fund share repurchases,

   b) the repayment of about $140 million of term loan
      indebtedness and related transaction fees; and

   c) for general corporate purposes which may include
      acquisitions.

The credit ratings recognize the strong brands and market position
of the company in each of its practice segments.  FTI's consulting
services comprise 3 business segments:

   1) corporate finance/restructuring (38% of 2004 revenues);
   2) forensic/litigation/technology (42% of 2004 revenues); and
   3) economic consulting (20% of 2004 revenues).

These services are provided to a large client base with minimal
customer concentration.  In 2004, the company served over 1,300
clients consisting of many of the top law firms, banks and
corporations in the United States on 3,200 matters.  The largest
client represents less than 5% of revenues.  The company has a
highly educated workforce consisting of about 888 billable
consultants at June 30, 2005.

The ratings consider the key demand drivers for the company's
services including:

   * the regulatory and litigation environment;
   * economic activity;
   * interest rates; and
   * the level of corporate defaults.

Demand for the company's corporate finance/restructuring services,
which are generally provided to companies in financial distress,
declined in 2004 reflecting the strong economy and robust
corporate debt markets.  Moody's believes demand in this segment
may remain flat in the near term but should increase over the
intermediate term especially if the economy weakens and interest
rates rise.  Demand for forensic and litigation services was
fairly stable in 2004 and is expected to benefit from increased
emphasis on corporate governance and increased regulatory
activity.

FTI has been very acquisitive, completing four acquisitions in
2002 and 2003 for aggregate cash and stock consideration of about
$485 million.  This has led to significant top line growth with
revenues growing from $224 million in 2002 to about $427 million
in 2004.  The integration of these acquisitions, which included
former business units of KPMG LLP and PriceWaterhouseCoopers, LLP,
appears to have been largely completed.  The acquisitions of lower
margin businesses in 2003 also played a role in the decline in
EBITDA margins from 34% in 2003 to 23% in 2004.  Moody's expects
EBITDA margins to stabilize at about 2004 levels.

The ratings also reflect the high level of employee turnover, low
barriers to entry and intense competition.  The company competes
against large organizations, such as the large national accounting
firms and management consulting companies, as well as smaller
specialized firms.  The larger organizations have more financial
resources, larger professional staffs and greater brand
recognition than the company.

The consulting business is also characterized by high levels of
employee turnover.  Turnover levels for the company have generally
been in the 18%-20% range although the rate for managing directors
is significantly lower.  The risks from employee turnover were
highlighted by the unanticipated departure of 60 professionals
from the corporate finance/restructuring segment in early 2004.
This departure was a major factor in the $93 million decline in
corporate finance revenues from 2003 to 2004.

However, Moody's believes that the company has taken steps to
mitigate the risk of large scale departures by requiring four to
six year employment contracts with substantially all managing
directors.  Such contracts typically contain non-compete and non-
solicitation clauses.

The stable ratings outlook anticipates moderate organic revenue
and profitability growth, with particular strength in the
forensic/litigation/technology segment.  Moody's expects the
company to continue to utilize free cash flows for strategic
acquisitions and share buybacks.  Moody's expects fiscal 2005 debt
to EBITDA of about 2.5x and free cash flow to debt of over 15%.
Credit metrics are expected to improve in the intermediate term as
organic revenue growth and business acquisitions funded primarily
with free cash flow lead to increasing profitability levels.

The ratings outlook could be changed to positive if the company
achieves organic revenue growth levels expected by management,
maintains operating margins and funds strategic acquisitions in a
manner that results in sustainable debt to EBITDA below 2x and
free cash flow to debt of over 20%.

The ratings outlook could be changed to negative if expected
profitability and cash flow improvements do not materialize
resulting in debt to EBITDA levels increasing to over 3x and free
cash flow to debt declining to below 12%.  Profitability could be
pressured by increased staff turnover, loss of key management
personnel, a weak business climate for the company's services or
exposure to high levels of professional liability claims or
litigation.  A large debt financed acquisition could also pressure
the rating.

The SGL-1 speculative grade liquidity rating reflects:

   * the company's very good liquidity profile;

   * strong projected cash flows;

   * significant availability under the proposed $100 million
     revolving credit facility (not rated by Moody's); and

   * substantial cushion expected under the company's bank
     covenants.

Moody's expects cash flow from operations to exceed $60 million
for the next twelve months which amply covers planned capital
expenditure requirements of about $12 million.  Pro forma for the
refinancing and the use of proceeds to fund $100 million of share
repurchases, the company expects to have over $50 million of
balance sheet cash, no outstanding borrowings under the revolver
(with availability reduced by about $10 million for outstanding
letters of credit) and no significant debt amortization
requirements over the next twelve months.  Absent a material
acquisition, Moody's expects the company to maintain a largely
undrawn facility going forward.

The SGL-1 rating anticipates that the company should maintain
substantial cushion under its bank covenants for each of the next
four quarters.  Covenants under the company's revolving credit
facility set maximum levels of total and senior secured leverage
and minimum levels of fixed charge coverage and net worth.  There
are no significant sources of alternate liquidity as the company's
assets are encumbered under the bank facility and there are no
significant non-core assets that could be sold.

The Ba2 rating assigned to the proposed senior notes, notched at
the corporate family rating level, reflects the preponderance of
senior unsecured notes in the capital structure.  The senior notes
will rank equally with all of the company's existing and future
senior unsecured indebtedness.  The senior notes will be
effectively subordinated to borrowings under the senior secured
revolving credit facility, which are secured by substantially all
the assets of FTI and its domestic subsidiaries.  The senior notes
are supported by guarantees on a senior basis by substantially all
of FTI's domestic subsidiaries.

The Ba3 rating assigned to the proposed senior subordinated
convertible notes, notched one level below the corporate family
rating, reflects the unsecured nature of these obligations and
contractual subordination to all existing and future senior
indebtedness of FTI and its subsidiaries.  The rating is
consistent with Moody's practice of compressing the notching of
subordinated debt at corporate family rating levels of Ba2 and
above.  The obligations will rank equally in right of payment with
all existing and future senior subordinated indebtedness and will
be guaranteed on a senior subordinated basis by substantially all
of FTI's domestic subsidiaries.

Upon conversion of the notes (assuming the conversion value is
greater than the principal amount of the notes), the company will
be required to pay cash equal to the principal amount of each note
converted, with the balance of the consideration payable in shares
of cash or company common stock at the company's election.

FTI Consulting, Inc., headquartered in Annapolis, Maryland, is one
of the largest providers of:

   * forensic and litigation consulting and technology;
   * corporate finance/restructuring; and
   * economic consulting services in the United States.

Revenue for the twelve-month period ended March 31, 2005 was $433
million.


FTI CONSULTING: S&P Rates $175 Million Senior Unsec. Notes at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to FTI Consulting Inc.  At the same time, Standard &
Poor's assigned its 'B+' rating to FTI's $175 million senior
unsecured notes due 2013, and a 'B' rating to the company's $125
million senior subordinated convertible notes due 2012.  The
outlook is stable.  Pro forma for the transactions, total debt
outstanding was $300 million as of June 30, 2005.

"The ratings reflect FTI's dependence on highly mobile and sought-
after senior staff, its acquisition-centric growth strategy, and
its position in a competitive marketplace," said Standard & Poor's
credit analyst Andy Liu.  "These factors are only partially offset
by the company's modest business diversity and good discretionary
cash flow."

The senior unsecured notes are rated one notch below the corporate
credit rating because of the secured position of the company's
revolving credit facility and the substantial amount of senior
unsecured debt.  However, the senior unsecured notes were rated no
more than one notch below the corporate credit rating because
Standard & Poor's expects the company to have minimum or no
outstanding balance on the revolving credit facility over the
medium term.  If borrowing under the revolving credit facility
becomes substantial, Standard & Poor's may review the separation
between the secured debt and the senior unsecured debt, and the
senior unsecured debt could be rated two notches below the
corporate credit rating.

Annapolis, Maryland-based FTI is a consulting firm focusing on
three areas:

    * forensics and litigation,
    * corporate finance and restructuring, and
    * economic consulting.

Its forensic and litigation practice works with companies on
fraud, financial disclosure and accounting investigations,
misstatements, and malpractice issues.

The corporate finance and restructuring practice assists companies
in restructuring, bankruptcy, and merger and acquisition matters.

The economic consulting practice provides competition, antitrust
modeling and analysis, and financial advisory services.

FTI's performance is highly dependent on a group of managing
directors.  These senior consultants possess the expertise sought
by clients, and retaining this group of senior staff is critical
to the company's success.  The loss of any of these senior
consultants could result in the loss of some existing engagements
and some smaller client relationships.  Although all managing
directors are under employment contracts running from four to six
years, it is unclear how effective this will be in deterring
turnover.

The first test of the company's retention effort will come on Aug.
30, 2006, when employment contracts with former partners of U.S.
Business Recovery Services of PricewaterhouseCoopers LLP expire.
In preparation for upcoming renewal negotiations, FTI has begun to
revamp its incentive packages for senior staff.

The outlook is stable.  The company has experienced a period of
rapid growth based on a series of acquisitions.  If FTI can expand
its business and reduce debt leverage over the intermediate-to-
long term while maintaining low senior consultant turnover,
especially in key contract renewal years such as 2008, the outlook
maybe revised to positive.  On the other hand, if the senior staff
retention rate is poor, if the business weakens, or if leverage is
not reduced as we currently expect, the outlook may be revised to
negative.


FTI CONSULTING: Expects $123.9 Million Revenue for Second Quarter
-----------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN) reported preliminary results for
the second quarter of 2005, and anticipates releasing its final
results for the second quarter next week.

For the quarter, revenues are anticipated to be approximately
$123.9 million, an increase of approximately 15.4% compared with
$107.4 million for the second quarter of 2004.

Earnings before interest, taxes, depreciation and amortization
increased approximately 18.5 percent to $31.4 million, 25.3% of
revenues, compared with EBITDA of $26.5 million, or 24.7 percent
of revenues, in the second quarter of the prior year.

               Forensic/Litigation/Technology

Revenues are anticipated to increase 13.8% to approximately $52.0
million in the second quarter from $45.7 million last year.
Segment EBITDA is anticipated to be approximately $18.9 million,
36.3% of revenues, an increase of 31.3 percent from $14.4 million
in the prior year, 31.5% of revenues.

               Corporate Finance/Restructuring

Revenues, including a one month effect of the acquisition of
Cambio Health Solutions, completed on May 31, are anticipated to
increase 11.9% to approximately $44.3 million in the second
quarter from $39.6 million last year. Segment EBITDA is
anticipated to be approximately $13.8 million, 31.1% of revenues,
an increase of 9.5% from $12.6 million in the prior year, 31.8% of
revenues.

                    Economic Consulting

Revenues are anticipated to increase 24.9 percent to approximately
$27.6 million in the second quarter from $22.1 million last year.
Segment EBITDA is anticipated to be approximately $6.9 million,
25.1 percent of revenues, an increase of 30.2 percent from $5.3
million in the prior year, 24.0 percent of revenues.

Cash flow provided by operations for the second quarter of 2005 is
anticipated to be approximately $31.5 million compared with $20.7
million provided in the second quarter of 2004, an increase of
52.2 percent.  Purchases of property and equipment in the second
quarter of 2005 were approximately $5.0 million.

Total headcount at June 30, 2005 was 1,197.  Revenue-generating
headcount was 888, including 423, 310 and 155 in the
Forensic/Litigation/Technology, Corporate Finance/Restructuring
and Economic Consulting segments, respectively.  Utilization of
revenue-generating personnel measurable by billable hours was
approximately 80.5% for the second quarter, and average rate per
hour for the quarter was approximately $340.

                        Notes Offering

The Company also disclosed the offering of approximately
$300 million of long-term debt, including:

      * $175 million in principal amount of Senior Notes; and

      * $125 million in principal amount of Convertible Senior
         Subordinated Notes,

anticipated to close late July 2005.

Total long-term debt at June 30, 2005 was $142.5 million.  No
amounts were outstanding under the Company's revolving credit
agreement.  Shareholders' equity at June 30, 2005 was
approximately $548.4 million.

FTI Consulting is the premier provider of corporate
finance/restructuring, forensic/litigation/ technology consulting,
and economic consulting.  Strategically located in 24 of the major
US cities, London and Melbourne, FTI's total workforce of more
than 1,100 employees includes numerous PhDs, MBA's, CPAs, CIRAs
and CFEs, who are committed to delivering the highest level of
service to clients.  These clients include the world's largest
corporations, financial institutions and law firms in matters
involving financial and operational improvement and major
litigation.

                        *     *     *

Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to FTI Consulting Inc.  At the same time, Standard &
Poor's assigned its 'B+' rating to FTI's $175 million senior
unsecured notes due 2013, and a 'B' rating to the company's $125
million senior subordinated convertible notes due 2012.  S&P said
the outlook is stable.


GAMESTOP CORP: Moody's Rates $950 Million Guaranteed Notes at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned Ba3 first time ratings to
GameStop Corp.'s corporate family rating and its initial $950
million senior unsecured guaranteed notes in connection with its
proposed merger with Electronics Boutique Holding Corp.  The
outlook is stable.

On April 17, 2005, GameStop entered into a merger agreement with
Electronic Boutique Holding Corp.  The total consideration paid
for Electronics Boutique will be approximately $1.4 billion
consisting of $985.5 million in cash payments and $419.7 million
in GameStop common stock.  Pro forma for the transaction on a
fully diluted basis the Riggio family will have a 13% economic
ownership with 17% voting control while the Kim family (majority
shareholders in Electronic Boutique) will have a 12% economic
interest with 3% voting control.

These ratings are assigned:

   * Corporate Family Rating of Ba3;

   * $300 million of senior unsecured guaranteed floating rate
     notes due 2011 of Ba3;

   * $650 million of senior unsecured guaranteed fixed rate notes
     due 2012 of Ba3;

   * Speculative Grade Liquidity Rating of SGL-2.

The Ba3 corporate family rating reflects:

   * the company's leverage levels post merger;

   * the risks associated with the integration of the two
     companies; and

   * the competitive landscape of the video game retail industry
     which includes much larger and stronger capitalized companies
     including Wal-Mart, Target, and Best Buy.

The ratings are supported by:

   * the company's post merger position with the second largest
     market share in the video game retail industry behind
     Wal-Mart;

   * its competitive advantages which includes buying and selling
     used product and a very broad and deep product selection; and

   * its current nationwide and global presence.

In addition, the rating category is supported by:

   * the company's healthy free cash flow;

   * the solid growth of the video game industry overall; and

   * the upcoming new platform launches expected over the next 18
     months.

The rating category also reflects the risks and benefits
associated with company's continued new store roll out as well as
its solid relationships with its three largest suppliers which
account for approximately 39% of its total purchases.

The stable outlook reflects Moody's expectation that GameStop will
maintain credit metrics appropriate for the rating category along
with good liquidity.  Ratings could move upward should the company
successfully integrate the merger while maintaining Adjusted Debt
to EBITDAR below 4.5x and total coverage above 3.0x for several
quarters.  Ratings could move downward should the Adjusted Debt to
EBITDAR ratio exceed 5.5x and EBIT margins fall below 4.5% for a
prolonged period.

Proforma for the transaction, LTM revenues for the period ended
April 30, 2005 were $4.1 billion generating LTM Adjusted EBITDA of
$306 million resulting in an Adjusted Debt/EBITDAR ratio of 5.3x
which Moody's expects to decline to less than 5.0x by FYE at
January 31, 2006.

The SGL-2 rating represents good liquidity.  The company's
internally generated cash flow and cash on hand will be sufficient
to fund its working capital, capital expenditures and debt
repayments.  The company will have in place a new $400 million
asset based facility which is expected to be undrawn.
Availability under the credit agreement is subject to one
financial covenant, fixed charge coverage, only if borrowings
exceed 80% of the lesser of total commitments or the borrowing
base.

The senior notes are rated at the same level as the corporate
family rating given their dominance in the capital structure, the
expected undrawn nature of the company's asset based revolver, as
well as the modest enterprise value needed to cover the
noteholders.  The company's $400 million asset based revolver is
unrated.

GameStop Corporation, headquartered in Grapevine, Texas, is a
video game and PC entertainment software specialty retailer.
After the merger with Electronics Boutique it will operate
approximately 3,979 stores in the:

   * U.S.,
   * Puerto Rico,
   * Ireland,
   * Australia,
   * Canada,
   * Denmark,
   * Germany,
   * Guam,
   * Italy,
   * New Zealand,
   * Norway, and
   * Sweden.

Proforma FY 2004 revenues were $3.8 billion.


GAMESTOP CORP: S&P Rates Proposed $950 Million Notes at B+
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to video game retailer GameStop Corp.  The outlook
is stable.

It also assigned a 'B+' rating to the proposed $950 million of
unsecured fixed- and floating-rate notes due in 2011 and 2012.
The notes will be issued under rule 144a with registration rights.
Proceeds from the debt offerings will be used by Grapevine, Texas-
based GameStop to fund the acquisition of Electronics Boutiques
Holdings Corp. and for general corporate purposes.

"Ratings on GameStop reflect its increased business risk due to
its acquisition of EB Games, its participation in the highly
competitive video game and PC entertainment software industry, the
cyclical and seasonal nature of the industry, and its high
leverage," said Standard & Poor's credit analyst Diane Shand.

The $1.44 billion acquisition of EB Games will more than double
GameStop's store count and sales, significantly expand its
international operations, and strengthen its market position in an
increasingly competitive industry.  Nevertheless, despite GameStop
management's significant experience operating game stores, it
could be challenged in integrating this large acquisition.
Merging the two companies' cultures, systems, and controls could
prove difficult.

Industry fundamentals are good.  Video games have been the fastest
growing entertainment alternative for at least the past six years.
The sector has grown at an 8% compound annual rate since 1998,
compared with about 5% for box office movies and movie rentals and
sales, and a decline of about 4% for recorded music.  Growth has
been driven by higher penetration of game systems and expanding
demographics.  Favorable demographics and an increasing installed
base should enable the industry to grow at a 17% annual rate over
the next three years.  Still, the industry is cyclical as there is
a lot of variance in hardware pricing through the life cycle of a
game system.

With the acquisition of EB Games, GameStop will become the No. 2
player in the fast-growing $10 billion game retail market, with an
18% share.  The company's largest competitor is Wal-Mart Stores
Inc., which currently has a 23% share, followed by Best Buy Co.
Inc. with 13%.  The company also competes against independent
operators and small chains.  Independents, many of whom are
single-store operators, comprise 27% of the industry.  Industry
participants compete on price, selection and service.

GameStop's profitability has been consistently good over the past
four years.  The company's same-store sales mirror the industry's
hardware cycle.  The business is highly seasonal, with the
majority of sales and profits generated during the holiday season.
Pro forma for the acquisition, margins will decline by about 40
basis points to 11.1% in 2004, from 11.5% prior to the
transaction, because EB Games has a slightly less profitable
product and store mix as well a higher cost structure. Going
forward, margins are expected to slowly improve due to robust
industry sales, greater purchasing power, consolidation of back
offices, and GameStop's greater ability to leverage distribution
and advertising costs.


GENERAL MOTORS: Taps Morgan Stanley's Stephen Girsky as Adviser
---------------------------------------------------------------
General Motors Corporation has hired Stephen Girsky as special
adviser to the Company's Chief Executive Officer Rick Wagoner and
Chief Financial Officer John Devine.

Mr. Girsky is a Managing Director at Morgan Stanley.  He holds a
B.S. in mathematics from the University of California and an
M.B.A. from Harvard Business School.  Mr. Girsky has followed the
automotive and tire industries for 14 years.  Prior to joining
Morgan Stanley Dean Witter, he headed PaineWebber's automotive
group.

An analyst at another Wall Street securities firm told the
Financial Times that Mr. Girsky "is widely viewed as the best in
the business, and a good guy."

As reported in the Troubled Company Reporter on May 25, 2005,
Fitch Ratings downgraded the senior unsecured ratings of
General Motors, GMAC and the majority of affiliated entities to
'BB+' from 'BBB-'.  Fitch's Rating Outlook for GM remains
Negative.

Standard & Poor's Ratings Services lowered its long- and short-
term corporate credit ratings on General Motors Corp.,
General Motors Acceptance Corp., and all related entities
to 'BB/B-1' from 'BBB-/A-3', in early May 2005.  S&P said its
rating outlook is negative too.

GM's consolidated debt outstanding totaled $291.8 billion at
March 31, 2005.

                         *     *     *

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest producer of cars and light trucks. GMAC, a
wholly-owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the worlds largest non-bank financial institutions.

As reported in the Troubled Company Reporter on April 11, 2005,
General Motors Corp. delivered it's 2004 annual report on Form
10-K to the Securities and Exchange Commission on March 16, 2005.
While financial results show some improvements from 2003, the
company's performance has steadily declined over the past five
years:

        Total Assets               Total Liabilities
        ------------               -----------------
   1998   $246.6 +            1998   $230.8 +
   1999   $274.7 ++           1999   $253.2 +
   2000   $303.1 +++          2000   $272.0 ++
   2001   $323.9 ++++         2001   $303.5 +++
   2002   $370.1 +++++        2002   $363.0 +++++
   2003   $449.9 ++++++++     2003   $424.4 +++++++
   2004   $482.0 +++++++++    2004   $453.9 ++++++++

        Shareholder Equity         Current Assets
        ------------------         --------------
   1998    $15.8 ++           1998   $119.7 .
   1999    $21.5 ++++         1999   $132.3 +
   2000    $31.1 ++++++++     2000   $144.3 +
   2001    $20.4 ++++         2001   $157.6 ++
   2002     $7.1 .            2002   $230.2 +++++
   2003    $25.5 ++++++       2003   $274.7 ++++++
   2004    $28.1 +++++++      2004   $306.4 ++++++++

        Current Liabilities        Working Capital
        -------------------        ---------------
   1998    $50.2 .            1998    $69.5 ++++
   1999    $57.3 .            1999    $75.0 +++++
   2000   $139.8 ++++++       2000     $4.5 .
   2001   $121.1 +++++        2001    $36.5 ++
   2002   $134.1 ++++++       2002    $96.1 ++++++
   2003   $152.9 +++++++      2003   $121.8 ++++++++
   2004   $170.5 ++++++++     2004   $135.9 +++++++++

        Leverage Ratio             Liquidity Ratio
        --------------             ---------------
   1998     14.6 +            1998      2.4 +++++++++
   1999     11.8 .            1999      2.3 +++++++++
   2000      8.7 .            2000      1.0 ++++
   2001     14.9 +            2001      1.3 +++++
   2002     51.1 ++++++++     2002      1.7 ++++++
   2003     16.6 +            2003      1.8 +++++++
   2004     16.2 +            2004      1.8 +++++++

        Net Sales                  Interest Expense
        ---------                  ----------------
   1998   $147.8 ++++         1998     $6.6 +++++++
   1999   $167.3 ++++++       1999     $7.7 ++++++++
   2000   $184.6 ++++++++     2000     $0.8 .
   2001   $177.2 +++++++      2001     $0.7 .
   2002   $177.3 +++++++      2002     $0.4 .
   2003   $185.8 ++++++++     2003     $1.7 +
   2004   $193.5 +++++++++    2004     $2.4 ++

        EBITDA                     Net Income
        ------                     ----------
   1998    $17.4 +++++        1998     $2.9 ++++
   1999    $21.7 +++++++      1999     $6.0 +++++++++
   2000    $21.3 +++++++      2000     $4.4 +++++++
   2001    $15.1 +++++        2001     $0.6 .
   2002    $14.6 ++++         2002     $1.7 ++
   2003    $18.7 ++++++       2003     $3.8 ++++++
   2004    $17.8 +++++        2004     $2.8 ++++

        EBITDA Margin              Profit Margin
        -------------              -------------
   1998     11.8%+++++        1998      2.0%++++
   1999     13.0%++++++       1999      3.6%++++++++
   2000     11.5%+++++        2000      2.4%+++++
   2001      8.5%++++         2001      0.3%.
   2002      8.2%++++         2002      1.0%++
   2003     10.1%+++++        2003      2.0%+++++
   2004      9.2%++++         2004      1.4%+++

A free copy of GM's latest annual report is available at
http://ResearchArchives.com/t/s?5e


GOLDSTAR EMS:  Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Goldstar EMS II, Inc.
        dba Angel Flight
        4439 Gulfway Drive
        Port Arthur, Texas 77642

Bankruptcy Case No.: 05-41040

Type of Business: The Debtor is a private emergency medical
                  transportation provider in Texas.  Goldstar
                  Emergency Medical Services, an affiliate of the
                  Debtor, filed for chapter 11 protection on April
                  25, 2005, and its case is pending before the
                  Hon. Jeffrey Bohm (Bankr. S.D. Tex. Case No.
                  05-36446).  Goldstar EMS, LLC, another affiliate
                  of the Debtor, filed for chapter 11 protection
                  on July 13, 2005, and its case is pending before
                  the Hon. Karen K. Brown (Bankr. S.D. Tex. Case
                  No. 05-40738).

Chapter 11 Petition Date: July 18, 2005

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

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

Total Assets:     $1,639,835

Estimated Debts:  $10 Million to $50 Million

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


GOODYEAR TIRE: 4% Convertible Notes Now Convertible Until Sept. 30
------------------------------------------------------------------
The Goodyear Tire & Rubber Company (NYSE: GT) disclosed that its
4% Convertible Senior Notes due June 15, 2034, are now convertible
at the option of the holders and will remain convertible through
Sept. 30, 2005, the last day of the current fiscal quarter.

The notes became convertible because the last reported sale price
of the company's common stock for at least 20 trading days during
the 30 consecutive trading-day period ending on July 18, 2005 (the
11th trading day of the current fiscal quarter) was greater than
120 percent of the conversion price in effect on such day.

The company will deliver shares of its common stock upon
conversion of any notes surrendered prior to Sept. 30, 2005.  Cash
will be paid in lieu of fractional shares only.  Issued in June
2004, the notes are currently convertible at a rate of 83.0703
shares of common stock per $1,000 principal amount of notes, which
is equal to a conversion price of $12.04 per share.  There is
currently $350 million in aggregate principal amount of notes
outstanding.

If all outstanding notes are surrendered for conversion, the
aggregate number of shares of common stock issued would be
approximately 29 million.  The notes could be convertible after
Sept. 30, 2005, if the sale price condition is met in any future
fiscal quarter or if any of the other conditions to conversion set
forth in the indenture governing the notes are met.

The Goodyear Tire & Rubber Company (NYSE: GT) is the world's
largest tire company.  Headquartered in Akron, Ohio, the company
manufactures tires, engineered rubber products and chemicals in
more than 90 facilities in 28 countries.  It has marketing
operations in almost every country around the world.  Goodyear
employs more than 80,000 people worldwide.

                        *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Fitch Ratings has assigned an indicative rating of 'CCC+' to
Goodyear Tire & Rubber Company's (GT) planned $400 million issue
of senior unsecured notes.

GT intends to issue $400 million of 10-year notes under Rule 144A.
Proceeds will be used to repay $200 million outstanding under the
company's first lien revolving credit facility and to replace
$190 million of cash balances that were used to pay $516 million
of 6.375% Euro notes that matured June 6, 2005.  The Rating
Outlook is Stable.

The rating reflects the substantial amount of senior secured debt
relative to the planned notes.  It also incorporates Fitch's
concerns about GT's high leverage, high-cost structure, and weak
profitability and cash flow.  In addition, GT's pension plans,
which were underfunded by $3.1 billion at the end of 2004, are
likely to require substantially higher contributions over the near
term.


GREAT ATLANTIC: A&P Selling Canadian Unit to Metro for $1.475 Bil.
------------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. (A&P, NYSE Symbol:
GAP) reported its subsidiary, A&P Luxembourg S.a.r.l., has entered
into an agreement to sell A&P Canada to Metro Inc., a supermarket
and pharmaceutical operator in the Provinces of Quebec and
Ontario, Canada.  The Company said total proceeds would
approximate $1.475 billion, including $982 million in cash, $409
million in stock and certain debt to be assumed by the buyer.  The
completion of the transaction is subject to customary conditions
and reviews.

Canada sales in the first quarter of fiscal 2005 ended June 18,
2005 were $1.2 billion vs. $1.1 billion last year.  EBITDA for the
quarter was $53 million vs. $36 million last year.  EBITDA for the
twelve months ended June 18, 2005, excluding certain IT costs and
$35 MM in costs associated with the litigation settlement, totaled
$164 million.  The Company will be announcing its consolidated
results for the first quarter on Friday, July 22, 2005.

Christian Haub, Chairman of the Board and Chief Executive Officer
of A&P, said, "We are excited to enter into this historic
agreement with METRO INC., which delivers the best possible
outcome of our strategy to unlock the value of A&P Canada as
announced on May 10.  We also look forward to participation in
METRO's future with a significant investment position and ongoing
relationship with its management.

"The substantial cash proceeds from this transaction will fulfill
all of our financial objectives by strengthening and de-leveraging
our balance sheet, improving liquidity, and ensuring more than
sufficient capital to execute our fresh and discount retail
formats in the U.S. and seize other growth opportunities as they
materialize.  All told, this represents a major step toward our
goal of achieving sustainable profitability by fiscal 2007.

"We also gain a significant investment position in METRO, whose
outstanding performance track record has been among the best in
all of North American food retailing over the past 10 years. With
its highly regarded management team and retail operations, METRO's
potential is further enhanced by the addition of our successful
operations - creating one of the strongest food retailers in
Canada offering attractive long-range growth.  We also believe
that our relationship will promote best practice exchange that
will benefit the operations of both companies over time."

This investment position includes 18.077 million Class A
Subordinate Shares based on a C$27.66 share price and represents a
15.83% ownership in METRO INC.  The Company will also have 2
representatives on the board of directors of METRO INC.

Mr. Haub continued, "This is an excellent outcome for our Canadian
associates, whose effort and dedication instilled in A&P Canada
the tremendous value that METRO has recognized, and that we chose
to realize at this time. With its similar management philosophies,
retail strategies and organization values, I know METRO will be an
outstanding employer that will offer rewarding career
opportunities.

He concluded, "This is a very significant day for all A&P
stakeholders.  We will now move forward with a very strong balance
sheet, enabling us to fully execute our strategic initiatives,
with exciting store formats for the future, and a major investment
position in one of the most dynamic retail entities in North
America."

J.P. Morgan Securities Inc. served as lead financial advisor and
Lehman Brothers served as co-advisor for the transaction.

Headquartered in Montvale, New Jersey, The Great Atlantic &
Pacific Tea Company, Inc. operates 650 supermarkets in 10 states,
the District of Columbia and Ontario, Canada.  Sales for the
fiscal year ended February 26, 2005 were approximately
$10.8 billion.

                         *     *     *

As reported in the Troubled Company Reporter on May 19, 2005,
Moody's Investors Service affirmed the ratings of The Great
Atlantic & Pacific Tea Company, Inc., but changed the rating
outlook to developing from negative.  The outlook change is based
on Moody's expectation that the recently announced strategic
restructuring will materially impact the company's weak credit
metrics; whether the post-restructuring metrics are stronger or
weaker will depend upon the completion of a number of initiatives
and A&P's future financial policy decisions regarding the
application of asset sale proceeds.

A&P is exploring potential strategic transactions to monetize the
value of its profitable Canadian business and divest its money
losing Farmer Jack and Food Basics operations in Michigan and
Ohio.  The resulting smaller scale A&P will be concentrated in the
Northeast and will be able to focus on expanding its fresh and
discount retail formats and on improving operating efficiency.

The sale of the successful Canadian operations, for example, could
result in significant proceeds.  However, the disposal of Canada
would also greatly reduce consolidated returns -- about 57% of
fiscal 2004 consolidated EBITDA of $256 million, adjusted for non-
operating items, was generated by Canada.  The disposal of the
Midwest operations will modestly boost profitability, given its
negative adjusted EBITDA of $20 million in fiscal 2004.  Any cash
proceeds from these dispositions could potentially be applied to
debt reduction, or shareholder enhancement, or accelerated
remodeling capital expenditures or other long-term investments in
the business.

The realization of large cash proceeds that are applied primarily
to debt reduction, combined with plans to bolster profit margins
in the core Northeast stores, could put upward pressure on the
ratings.  Conversely, the failure to complete any restructuring
initiatives, or further erosion in sales and earnings in the US
businesses, could result in the outlook being changed back to
negative.

Ratings affirmed:

The Great Atlantic & Pacific Tea Company, Inc.

   * Senior implied at B3
   * Issuer rating at Caa1
   * Senior secured and guaranteed bank agreement at B2
   * Senior unsecured notes at Caa1
   * Multi-seniority shelf at (P)Caa1 for senior
   * (P)Caa2 for subordinated
   * (P)Caa2 for junior subordinated
   * (P)Caa3 for preferred stock
   * Speculative Grade Liquidity Rating of SGL-3

A&P Finance I, A&P Finance II and A&P Finance III:

   * Trust preferred securities shelf at (P)Caa2.

As reported in the Troubled Company Reporter on May 13, 2005,
Standard & Poor's Ratings Services revised its outlook on Great
Atlantic & Pacific Tea Co. to developing from negative, following
A&P's announcement that it plans a major strategic restructuring.

All ratings, including the 'B-' corporate credit rating, are
affirmed.


HAVENS STEEL: Judge Approves $4.5 Mil. Plant Sale to Schuff Steel
-----------------------------------------------------------------
The Honorable Judge Jerry Venters of the U.S. Bankruptcy Court for
the Western District of Missouri approved the sale of Havens Steel
Company's Ottawa plant and other assets in Kansas City to Schuff
Steel Co. for $4.5 million.

Schuff Steel emerged last month as the sole bidder to purchase
Havens' Ottawa plant, which had been the company's only
operational facility for many months.  Havens had been leasing the
Ottawa facility to Schuff Steel.

The 153,600-square-foot facility is located on 71 acres in Ottawa,
approximately 60 miles southwest of Kansas City and has an annual
capacity of more than 30,000 tons of specialty fabricated steel.
Schuff has also hired more than 100 former Havens Steel employees
to work at the plant.

Randolph Heaster at The Kansas City Star reports that the proceeds
will go to St. Paul Fire and Marine Insurance Co., the bonding
firm that has financed Havens Steel since its chapter 11 filing in
2004.  St. Paul Fire and Marine also held the lien on the Ottawa
plant.  Havens Steel's current debtor-in-possession financing
arrangement with St. Paul Fire and Marine expires September 9,
2005.

As part of a lease agreement previously approved by the Bankruptcy
Court, Schuff Steel agreed to complete certain fabrication
services for the Phoenix Convention Center Expansion, Phase I
project in support of Havens Steel's existing contract for the
project.

Jonathan Margolies, Esq., at McDowell, Rice, Smith & Buchanan,
tells The Kansas City Star that the Debtor has only a few
administrative employees and a liquidation of the company will
appear likely after the selling of the facility.  Mr. Margolies
says the chance for the company's reorganization is slim.

Headquartered in Kansas City, Missouri, Havens Steel Company
-- http://www.havenssteel.com/-- provides design-build services
from engineering to fabrication and erection to steel management
systems and on-site project management.  The company filed for
chapter 11 protection on March 18, 2004 (Bankr. W.D. Mo. Case No.
04-41574).  Jonathan A. Margolies, Esq., and R. Pete Smith, Esq.,
at McDowell, Rice, Smith & Buchanan represents the Debtors in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $38.8 million in assets and about $40
million in liabilities.  In addition to about $17.2 million in
secured debts owed to Commerce Bank and St. Paul Fire and Marine
at that time, the company listed just over $22.9 million in
unsecured debt.


HUNTSMAN CORP: S&P Rates Proposed $2.6 Billion Facilities at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Huntsman Corp., and its subsidiaries, Huntsman LLC, Huntsman
International LLC, and Huntsman Advanced Materials LLC.  At the
same time, Standard & Poor's revised its outlooks on the companies
to positive from stable.

"The outlook change recognizes the increasing likelihood that
favorable conditions in the chemical industry and management's
focus on debt reduction and modest growth will support somewhat
higher ratings within the next two years," said Standard & Poor's
credit analyst Kyle Loughlin.

Standard & Poor's Ratings Services assigned its 'BB-' rating and a
recovery rating of '2' to Huntsman International's proposed
$2.6 billion senior credit facilities, consisting of a $600
million revolving credit facility due 2010 and a $2 billion term
loan B due 2012.  The 'BB-' rating is the same as the corporate
credit rating; this and the '2' recovery rating reflect the
expectation for a substantial (80%-100%) recovery of principal in
the event of default.

Standard & Poor's also affirmed its 'BB-' rating on Huntsman LLC's
11.625% senior secured notes due 2010, its 'B' rating on Huntsman
LLC's senior unsecured notes, and its 'B' rating on Huntsman
International's senior subordinated notes.  The ratings on the
existing senior unsecured notes issued by Huntsman International
were lowered to 'B' from 'B+' to align the ratings with those on
the existing Huntsman LLC unsecured notes.

Standard & Poor's has concluded that these unsecured creditors
will be substantially disadvantaged by the still-sizable priority
claims on the combined company, which have not yet been reduced to
the extent expected and have increased in relation to total assets
when compared to Huntsman International's capital structure prior
to the merger.

Salt Lake City, Utah-based Huntsman Corp. is a holding company
with chemical operations conducted through its primary
subsidiaries, Huntsman International, Huntsman LLC, and Huntsman
Advanced Materials LLC.  Pro forma for the merger with Huntsman
LLC, Huntsman International accounted for roughly $11 billion of
sales and nearly 90% of the consolidated Huntsman Corp.'s EBITDA
for the 12-month period ended March 31, 2005.

The successful IPO and the use of proceeds for debt reduction
improved the capital structure, which together with good sources
of liquidity and favorable business prospects, add considerable
support to the current ratings.  Higher ratings are possible
within two years if favorable business conditions persist as
expected, although ratings will continue to balance improvement to
the financial profile against the uncertainty associated with a
cyclical business.

Despite a mix of businesses that includes substantial
contributions from performance categories, operating results will
vary depending upon industry conditions, the price of raw
materials, and the overall health of the global economy.
Developments that bring management's commitment to debt reduction
into question, adverse events related to MTBE, or an unexpected
downturn in business operations could result in a revision of the
outlook.


ITRONICS INC: Obtains $3.25 Million Financing From Four Investors
-----------------------------------------------------------------
Itronics Inc. (OTC Bulletin Board: ITRO; Frankfurt and Berlin
Stock Exchanges: ITG) entered into an agreement with four
accredited and institutional investors for up to an aggregate of
$3,250,000 in gross proceeds that will be used to advance its
eight-part business strategy.  The Company is represented by
Sichenzia Ross Friedman Ference LLP in this financing.

The financing provides working capital to expand GOLD'n GRO
fertilizer sales, Environmental Protection Agency registration of
GOLD'n GRO Guardian, certain capital improvements to expand
production capacity, all pursuant to the Company's business plan,
and payment of existing debt obligations.

The financing is being funded with:

     (i) $1.25 million in gross proceeds;

    (ii) $1 million in gross proceeds payable upon filing of a
         registration statement with the Securities and Exchange
         Commission; and

   (iii) $1 million in gross proceeds payable at the time the
         registration statement becomes effective.

"We are pleased with the financing," said Dr. John Whitney,
Itronics President.  "We believe that this funding strengthens the
Company and will make it possible for us to speed up
implementation of our business plan."

                   Eight-Part Business Strategy

The Company outlined an eight-part growth plan for its
Photochemical Fertilizer and Silver Division, saying that
implementing these eight steps will allow the Company to achieve
its corporate goals to be profitable, to supply specialty liquid
fertilizers to large volume markets, and to be a large silver
refiner:

   1. Increase sales in established territories.

      The Company said GOLD'n GRO liquid fertilizer sales growth
      is being generated by a broader base of distributor stores
      selling its products, a larger sales force participating in
      the sales program and more products being sold in bulk truck
      load quantities.  The fertilizer is sold to the specialty
      agriculture market including avocados, citrus, grapes, fruit
      and nut trees and vegetables, for bulk field crops including
      alfalfa, cereal grains, corn, cotton and soybeans, and the
      home lawn and garden markets, nurseries and greenhouses, and
      golf courses.

      Itronics also said that it has proposals to potential
      customers that could lead to more than $500,000 in sales of
      Photochemical Silver Concentrators.  These machines produce
      water pure enough to be used to make up new photo fixer
      chemicals, allowing the photo processor to achieve 100
      percent recycling of used photochemical wastes.  "This marks
      a shift in market focus from obtaining the majority of
      photochemical raw materials through our collection services
      to obtaining the majority of the photochemical raw materials
      as concentrates from customers throughout the United
      States," said Dr. John Whitney, Founder and President.

   2. Develop GOLD'n GRO foliar fertilizer applications for more
      crops.

      Several new crop applications are being developed including
      young oats and winter wheat, alfalfa and silage corn, all
      large acreage markets for the dairy cow feed market. "The
      applications open up the potential for economical large
      scale use throughout the U.S.," Dr. Whitney said. An
      additional large acreage crop for which applications are
      being developed with positive results is cotton, with 13
      million acres grown in the U.S.

   3. Expand sales to new states.

      GOLD'n GRO fertilizer registrations were completed in Idaho,
      Oregon, and Washington, and registration has been completed
      in seven northeastern states including New York and New
      Jersey.  Currently GOLD'n GRO fertilizers are sold through
      distributors in California, Arizona, Colorado, Nevada, and
      Rhode Island.  The Company will register products in
      additional states in the future.

   4. Expand the GOLD'n GRO specialty fertilizer line.

      The Company has completed two new fertilizers, a high
      magnesium content liquid fertilizer and a calcium plus
      magnesium liquid fertilizer.  Both products are being field
      tested with commercial sales to begin in 2006.  Itronics has
      acquired 100 percent of the rights to the GOLD'n GRO
      Guardian animal repellent fertilizer which keeps deer away
      from landscaping while simultaneously fertilizing the
      plants.  The U.S. market for animal repellents currently
      exceeds $50 million.

   5. Complete the development and commercialize its new
      glass/tile products, a $1 billion market in the U.S.

      With the development of these products, Itronics will
      achieve the 100 percent recycling of materials received from
      customers.

   6. Develop and commercialize metal leaching reagents for the
      recovery of silver, gold and other precious metals.  Major
      strategic benefits to the Company include developing non-
      photochemical silver and fertilizer bearing raw materials,
      reducing the dependence on silver bearing photochemicals and
      reducing costs while allowing the Company to expand silver
      production more rapidly in future years.

   7. Continue facilities expansion and technology development.

      The Company will continue to modify and expand its
      production facility to accommodate growth in sales.

   8. Acquire established companies and/or technologies when
      appropriate.

      The Company will continue to seek and acquire technology,
      products, and small businesses that facilitate its
      expansion.

"This is a very aggressive business plan that when carried out
successfully will add significant shareholder value and grow
Itronics into both a national supplier of specialty liquid
fertilizers to large volume markets and a large silver refiner,"
said Dr. Whitney.

Headquartered in Reno, Nevada, Itronics Inc. --
http://www.itronics.com/-- is Nevada's leading "Beneficial Use
Recycling" company and a world leader in photochemical recycling.
The Company also provides project planning and technical services
to the mining industry.  Dr. John Whitney, Itronics President, was
selected as Nevada's Inventor of the Year for 2000 and is a member
of the Inventor's Hall of Fame at the University of Nevada, Reno.
Itronics was one of five finalists for the 2001 Kirkpatrick
Chemical Engineering Award, the most prestigious worldwide award
in chemical engineering technologies.

At March 31, 2005, Itronics Inc.'s balance sheet showed a
$1,789,319 stockholders' deficit, compared to a $2,564,270 deficit
at Dec. 31, 2004.


JP MORGAN: Fitch Holds Low-B Rating on 6 Certificate Classes
------------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp.'s
commercial mortgage pass-through certificates, series 2001-CIBC1,
are upgraded by Fitch Ratings:

    -- $43.1 million class B to 'AAA' from 'AA+';
    -- $40.6 million class C to 'AA' from 'A+';
    -- $12.7 million class D to 'AA-' from 'A-';
    -- $25.4 million class E to 'A-' from 'BBB';
    -- $14 million class F to 'BBB+' from 'BBB-'.

These classes are affirmed by Fitch:

    -- $79.7 million class A-2 at 'AAA';
    -- $607 million class A-3 at 'AAA';
    -- Interest-only class X-1 at 'AAA';
    -- Interest-only class X-2 at 'AAA';
    -- $29.2 million class G 'BB+';
    -- $10.1 million class H at 'BB';
    -- $7.6 million class J at 'BB-';
    -- $12.7 million class K at 'B+';
    -- $5.1 million class L at 'B';
    -- $5.1 million class M at 'B-'.

The $16.9 million class NR certificates are not rated by Fitch.

The upgrades reflect the increased credit enhancement levels from
loan payoffs and amortization and the defeasance of six loans in
this pool (9%).  The transaction has paid down 10% since issuance,
to $909.1 million as of June 2005, from $1.01 billion at issuance.

Currently, 10 loans (6.4%) are in special servicing, including
eight delinquent loans (3.6%).  The largest specially serviced
loan (1.6%) is secured by an office property in Fort Lauderdale,
FL.  The loan is current.  However, the property is now vacant.
The special servicer is evaluating workout options.

The second largest specially serviced loan (1.2%) is secured by an
office property in Winston-Salem, NC. The loan is current.
Current occupancy is 59% and a foreclosure is expected to occur in
August.

The next loan (1.1%) is secured by a multifamily property in
Greece, NY.  The loan is currently 90 days delinquent and a
foreclosure is likely.

Losses, anticipated on almost all of the specially serviced loans,
are expected to significantly deplete class NR.


KERR-MCGEE: $4 Billion Share Repurchase Cues S&P to Hold Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' long-term
corporate credit rating on oil and gas exploration and production
company Kerr-McGee Corp. and removed the rating from CreditWatch
with negative implications.  The rating was originally placed on
CreditWatch March 4, 2005.

Standard & Poor's also affirmed its 'B' short-term corporate
credit rating on the company.  The short-term rating was not on
CreditWatch.

The outlook is negative.  Oklahoma City, Oklahoma-based Kerr-McGee
has about $7.0 billion in debt outstanding.

The rating actions are based on the completion of management's
actions to address shareholder concerns from the dissatisfied
shareholder group led by Carl Icahn and JANA Partners.

The company completed a $4 billion share repurchase and the
dissatisfied shareholder group appears to have reduced their
ownership stakes and have not publicly expressed any further
interest in enhancing shareholder value at this time.

"The negative outlook reflects the fact that the ratings will be
lowered if the debt reduction plans are not achieved in the
expected time frame or debt reduction falls short of expectations
for the rating," said Standard & Poor's credit analyst Andrew
Watt.

Standard & Poor's expects total debt reduction of at least $2
billion by the first quarter of 2006 from current levels and about
$4 billion by the end of 2006.

"The ratings could also be lowered if management is unable to
achieve its production or reserve replacement goals," said Mr.
Watt.

The rating on Kerr-McGee reflects its highly leveraged financial
profile that outweighs a good business position, attractive
prospects, and favorable near-term fundamentals in the cyclical,
volatile exploration and production segment of the oil and gas
industry.


KMART CORP: Settles Dispute Over Furr's Claim for $3,250,000
------------------------------------------------------------
On January 3, 2003, Furr's Restaurant Group, Inc., Cafeteria
Operators, L.P., Furr's/Bishop's Cafeteria's, L.P. and Cavalcade
Foods, Inc., filed Chapter 11 petitions in the United States
Bankruptcy Court for the Northern District of Texas.

On July 25, 2003, the Furr's Debtors amended their Joint Plan of
Reorganization.  The Texas Bankruptcy Court confirmed the Plan on
September 17, 2003.

The Furr's Debtors continued to operate their businesses and
manage their assets pursuant to Section 1107(a) and 1108 of the
Bankruptcy Code until September 30, 2003, the Effective Date of
the Furr's Plan.

Pursuant to the Furr's Plan and the COLP Creditors' Trust
Agreement dated September 30, 2003, the COLP Creditors' Trust was
established for the benefit of the Furr's Debtors' unsecured
creditors.

Pursuant to the Furr's Plan and Trust Agreement, rights and causes
of action and the proceeds against third parties, in which any of
the Furr's Debtors had an interest as of September 30, 2003, were
transferred to the COLP Trust.  As a result, the COLP Trust is the
assignee of Claim No. 28626.

Kmart objected to Furr's claim.

In an Agreed Order signed by Judge Sonderby, the parties agree
that Claim No. 28626 is allowed as a Class 5 Lease Rejection
Claim for $3,250,000, which will be satisfied in accordance with
the terms of Kmart Corporation's First Amend Joint Plan of
Reorganization.

All claims against Kmart by the Furr's Debtors represented by
Clam No. 28626 in Kmart's bankruptcy cases will be deemed
satisfied in their entirety.  The COLP Trust, in its capacity as
assignee of the Furr's Debtors, and any other successors, assigns,
or designees of these parties, will be forever barred from
asserting, collecting or seeking to collect claims against Kmart.

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: Agrees to Settle New Jersey Tax & Labor-Related Claims
------------------------------------------------------------------
The Division of Taxation and the Department of Labor and Workforce
Development of the State of New Jersey filed prepetition and
administrative claims against Kmart Corporation.

The New Jersey Taxation Division filed 45 claims aggregating over
$50,000,000.  The New Jersey Labor Department filed to two claims
aggregating $226,000.

Kmart disputes the Claims.

To liquidate and resolve the amount of the Claims, the parties
stipulate and agree that:

   (a) The non-contingent, undisputed, liquidated amount for the
       Claims allowed as priority tax claims in Kmart's
       Bankruptcy case in the aggregate is:

       -- $60,730 for the New Jersey Taxation Division;

       -- $210,000 for the New Jersey Labor Department.

   (b) On the New Jersey Taxation Division's receipt of the
       $60,730, and the New Jersey Labor Department's receipt of
       the $210,000, by payment in good funds:

       -- all Claims will be expunged with prejudice; and

       -- the release and discharge Kmart from any and all
          liability for any taxable period, or a portion of it,
          ending on or before the Petition Date;

       The Payments constitute full and final payment for and
       satisfaction of all of Kmart's tax liabilities with
       respect to the Agencies through the Petition Date,
       including the Claims; and

   (c) Kmart will not seek any refund from each of the Agencies
       for tax periods before the Petition Date.  The Agencies
       will not assess or attempt to asses for any taxes accrued
       or due for periods before the Petition Date.

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)


LOGAN INTERNATIONAL: Case Summary & 23 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Logan International II LLC
             aka Logan International Ltd.
             77661 Paterson Fry Road
             Irrigon, Oregon 97844

Bankruptcy Case No.: 05-38286

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Logan Farms II LLC                         05-38287

Type of Business: The Debtor is a manufacturer and
                  wholesaler of frozen French fries.
                  See http://www.loganinternational.com/

Chapter 11 Petition Date: July 18, 2005

Court: District of Oregon (Portland)

Judge: Elizabeth L. Perris

Debtor's Counsel: Leon Simson, Esq.
                  Ball Janik LLP
                  101 Southwest Main, Suite 1100
                  Portland, Oregon 97204
                  Tel: (503) 228-2525

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Logan International II LLC   $10 Million to       $10 Million to
                             $50 Million          $50 Million

Logan Farms II LLC           $10 Million to       $10 Million to
                             $50 Million          $50 Million

A. Logan International II LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Stahl-Hutterian-Brethren      Includes 2 unsecured    $2,729,182
1485 North Hoffman Road       loans (one for
Ritzville, WA 99169           $2,002,294 re operating
                              line and one for
                              $726,888 to pay
                              property taxes

Western Mortgage & Realty     Goods or services       $1,723,640
Company                       provided to Debtor
3825 West Court,
Suite 2/POB 3310
Pasco, WA 99302

Oregon Potato Company         Judgment                $1,435,997
2211 West Court Street/POB
3310
Pasco, WA 99301

Pasco Farming Inc.            Judgment                  $633,833
c/o Crane Bergdahl
1925 North 20th Avenue
Pasco, WA 99301

PGE/Portland General          Goods or services         $387,303
Electric Co.                  provided to Debtor
121 Southwest Salmon/1WTC0404
Portland, OR 97204

SWF Companies                                           $274,610
1949 East Manning Avenue
Reedly, CA 93654

Port of Morrow                Debtor liability re       $240,471
2 Marine Drive                gas/steam lines
Boardman, OR 97818

Adams Vegetable Oils Inc.     Goods or services         $240,172
7301 John Galt Way            provided to Debtor
Arbuckle, CA 95912

Cloudy & Britton Inc.         Goods or services         $150,000
                              provided to Debtor

Boise Cascade                 Equipment lease re bliss  $128,069
                              machine (packaging)

Basin Frozen Foods            Goods or services         $117,593
                              provided to Debtor

Frank Tiegs                   Judgment                  $113,995

12 H Farms                    Goods or services         $112,635
                              provided to Debtor

Cargill Inc.                  Goods or services          $72,324
                              provided to Debtor

Traffic Tech Inc.             Goods or services          $60,705
                              provided to Debtor

Umatilla Electric Co-Op       Goods or services          $48,023
                              provided to Debtor

Ochoa AG-HDB                  Goods or services          $46,295
                              provided to Debtor

Printpack Inc.                Goods or services          $44,467
                              provided to Debtor

U.S. Dept. of Agriculture     Unsecured claim re         $39,836
                              inspection fees

VIP Sales Company, Inc.       Goods or services          $37,070
                              provided to Debtor

B. Logan Farms II LLC's 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pasco Farming Inc.            Judgment                  $633,833
c/o Crane Bergdahl
1925 North 20th Avenue
Pasco, WA 99301

Western Mortgage & Realty     Judgment                  $250,000
Company
c/o Frank Tiegs
3825 West Court, Suite 2
POB 3110
Pasco, WA 99302

Frank Tiegs                   Judgment                  $113,995
3825 West Court, Suite 2
POB 3110
Pasco, WA 99302


LUCENT TECH: Earns $372 Million of Net Income in Third Quarter
--------------------------------------------------------------
Lucent Technologies (NYSE: LU) reported results for the third
quarter of fiscal 2005, which ended June 30, 2005, in accordance
with U.S. Generally Accepted Accounting Principles.  For the
quarter, Lucent reported net income of $372 million.  These
results compare with net income of $267 million, in the second
quarter of fiscal 2005 and net income of $387 million, in the
year-ago quarter.

The company recorded revenues of $2.34 billion in the quarter,
essentially flat sequentially and an increase of 7 percent from
the year-ago quarter.  The company's revenues were $2.34 billion
in the second quarter of fiscal 2005 and $2.19 billion in the
year-ago quarter.

The third quarter's earnings per share included a positive impact
of $127 million, or about 2 cents per diluted share, primarily due
to the favorable impact of tax items and recoveries of bad debt
and customer financing.  These items and certain other significant
items had positive impacts of $119 million, in the second fiscal
quarter, and $211 million, in the year-ago quarter.

"This quarter, we continued to deliver steady, profitable results
driven primarily by our strength in 3G mobile networks and growth
in our Services business," said Lucent Technologies Chairman and
CEO Patricia Russo.  "We believe our wireline business is
stabilizing, and we continue to strengthen our position in the
next-generation of IMS-based networks with more customer trials
and developments.

"In April, we announced the formation of the Network Solutions
Group to improve our time to market and drive greater efficiency
across the business.  Over the last 90 days, we have made solid
progress building on the collaboration that was already taking
place in the business," said Russo.  "We now have an organization
and leadership team in place in NSG under Cindy Christy.  We
continue implementing common platforms for our IMS-based
solutions, including our optical and data portfolios and in our
next-gen access and applications businesses.  We are also
leveraging our R&D capabilities around the world.

"These actions contribute to our positioning for success in the
key growth markets for next-generation networks," said Russo.  "We
continue to invest in the areas that are critical to our vision of
converged services -- mobile high-speed data, broadband access,
next-gen optical, VoIP, as well as services, the government sector
and emerging markets.  And we are increasingly focusing these
investments in areas such as next-gen access for high-end video
distribution like IPTV and revenue-generating applications for
converged services."

Lucent Technologies Chief Financial Officer Frank D'Amelio
confirmed the company's guidance for the fiscal year: "We continue
to expect Lucent's annual revenues for fiscal 2005 to increase on
a percentage basis in the mid-single digits, which we believe will
be at about the market growth rate.  We continue to focus on
improving our productivity and managing our cost and expenses,
while we build on new revenue and market opportunities for the
business."

Gross margin for the third quarter of fiscal 2005 was 45 percent
of revenues as compared with 42 percent in the second quarter of
fiscal 2005 and 43 percent in the year-ago quarter.

Operating expenses for the third quarter of fiscal 2005 were $681
million as compared with $707 million for the second quarter of
fiscal 2005 and $598 million for the year-ago quarter.

As of June 30, 2005, Lucent had about $4.1 billion in cash and
marketable securities, flat sequentially from about $4.1 billion
in the quarter ended March 31, 2005.  During the quarter, Lucent
used $318 million in cash for debt repurchases.

Headquartered in Murray Hill, New Jersey, Lucent Technologies --
http://www.lucent.com/-- designs and delivers the systems,
services and software that drive next-generation communications
networks.  Backed by Bell Labs research and development, Lucent
uses its strengths in mobility, optical, software, data and voice
networking technologies, as well as services, to create new
revenue-generating opportunities for its customers, while enabling
them to quickly deploy and better manage their networks.  Lucent's
customer base includes communications service providers,
governments and enterprises worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on May 19, 2005,
Moody's Investors Service raised the senior implied debt rating of
Lucent Technologies Inc. to B1 from B2 and affirmed the SGL-2
short term ratings.  The rating outlook is positive.

Ratings upgraded include:

   * Senior implied rating to B1 from B2;
   * Senior unsecured to B1 from B2;
   * Subordinated rating to B3 from Caa1; and
   * Trust preferred securities to B3 from Caa1.

The rating action reflects:

   * Lucent's continued stabilization of its revenue base;

   * sustained improvement in profitability;

   * sufficient internal liquidity to fund operations over the
     intermediate term;

   * prospects for cash flow generation; and

   * modest return of carrier capital spending, particularly in
     wireless technologies.


MAULDIN-DORFMEIER: St. Paul Wants Case Converted to Chapter 7
-------------------------------------------------------------
St. Paul Fire and Marine Insurance Company, a secured creditor of
Mauldin-Dorfmeier Construction, Inc., asks the U.S. Bankruptcy
Court for the Eastern District of California, Fresno Division, to
convert the Debtor's chapter 11 case to a chapter 7 liquidation
proceeding.  In the alternative, St. Paul wants the Court to
appoint a chapter 11 trustee.

Mary E. Olden, Esq., counsel for St. Paul, explains that the
Debtor's principals have substantial conflicts of interest.  Ms.
Olden adds that the Debtor's has breached its fiduciary duty to
the estate's creditors.

Ms. Olden contends that converting the case into a chapter 7
proceeding or appointing a chapter 11 trustee is in the best
interest of the Debtor and its creditors.

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 CORPORATION: Fitch Places $969 Mil. Notes on Watch Evolving
------------------------------------------------------------------
Fitch Ratings places Maytag Corporation's approximately $969
million of 'BB' rated senior unsecured notes on Rating Watch
Evolving.

This action follows the July 17, 2005 announcement that Whirpool
Corporation has made a proposal to acquire Maytag for $2.3 billion
in cash and stock and reflects the potential for either an upgrade
or downgrade given the various competing offers for Maytag and the
credit profile that could result.  Whirlpool Corporation has made
a proposal to acquire Maytag for $17 per share plus the assumption
of $969 million of Maytag's debt for a total transaction valued at
$2.3 billion.

This bid follows two other bids: Initially, on May 19, 2005,
Maytag entered into a definitive agreement to be acquired by a
private investor group led by Ripplewood Holdings LLC for $14 per
share cash.  Subsequently, on June 21, 2005, Maytag announced that
it had 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.

These two previous bids were likely to result in a highly
leveraged entity with a weaker credit profile.  A successful
acquisition by Whirlpool Corporation could result in a stronger
credit profile on a combined basis.  Fitch currently rates
Whirlpool Corporation's senior unsecured debt 'BBB+' and placed it
on Rating Watch Negative.

As a result, the Rating Watch Evolving reflects the uncertainty
regarding operating control and the resulting capital structure.
Also being considered are the steps new owners will take to
improve manufacturing efficiencies, ongoing weakness from
operations, and the relentless industry competition.

In addition, plans to refinance/repay $412 million of debt
maturities are currently unknown, while the potential for a
secured credit facility previously considered before Whirlpool's
bid would subordinate existing bondholders.  For additional
information see the Fitch press releases dated May 20, 2005,
titled 'Fitch Places Maytag Corp. on Rating Watch Negative,' and
June 21, 2005, 'Fitch: Maytag Remains on Watch Negative After
Latest Share Proposal.'


MCI INC: Acquires Interactive Content Factory Assets From TWI
-------------------------------------------------------------
MCI, Inc. (NASDAQ: MCIP) reported the completion of its
acquisition of ICF (Interactive Content Factory) assets from TWI's
interactive division, a wholly owned subsidiary of IMG Worldwide,
Inc.  ICF is a software solution specializing in IP-based media
and entertainment services.

"The acquisition of the ICF Media Platform enhances MCI's Digital
Media Technology group's ability to provide new IP-based solutions
to media and entertainment customers," said Jonathan Crane,
executive vice president of Strategy and Corporate Development for
MCI.  "By combining MCI's IP network capabilities with ICF's IP-
based editing tools, we can offer customers a cost-effective
effective editing platform that can be accessed anywhere at
anytime while achieving new growth potential presented by the
digital media marketplace."

The ICF Media Platform is one of the world's first IP-based remote
editing platforms targeted toward consolidating the work processes
of media-rich industries, including broadcast, iTV, broadband, Web
and mobile outlets, such as cell phones and media players.  The
ICF Media Platform can support the smallest production company to
the largest broadcast and film organizations through content
acquisition and workflow distribution automation, all of which can
be accessed by a computer over a standard office network.

MCI plans to continue to develop, market and sell ICF as a
software product and support current ICF customers.  In addition,
TWI will continue to be a customer, licensing the ICF platform to
continue to develop their new media, production and distribution
business.

                        About TWI

TWI, the media arm of IMG, is the largest independent production
company in the UK and the largest independent sports producer and
distributor of sports programming in the world.  As a global
leader in delivering new media services to the world of sports and
entertainment, TWI's interactive division leverages this
experience by providing solutions that enable the acquisition,
management and storage, production and distribution of traditional
and digital media, from multiple sources to multiple output
platforms including television, interactive TV, broadband Internet
and 3G mobile platforms.  More information can be found at
http://www.imgworld.com/

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)

*     *     *

As reported in the Troubled Company Reporter on March 1, 2005,
Standard & Poor's Ratings Services placed its ratings on Denver,
Co.-based diversified telecommunications carrier Qwest
Communications International, Inc., and subsidiaries, including
the 'BB-' corporate credit rating, on CreditWatch with negative
implications.  This follows the company's counter bid to Verizon
Communications, Inc., for long-distance carrier MCI, Inc., for
$3 billion in cash and $5 billion in stock.  MCI also has about
$6 billion of debt outstanding.

The ratings on MCI, including the 'B+' corporate credit rating,
remain on CreditWatch with positive implications, where they were
placed Feb. 14, 2005 following Verizon's announced agreement to
acquire the company.  The positive CreditWatch listing for the MCI
ratings reflects the company's potential acquisition by either
Verizon or Qwest, both of which are more creditworthy entities.
However, the positive CreditWatch listing of the 'B+' rating on
MCI's senior unsecured debt assumes no change to the current MCI
corporate and capital structure under an assumed acquisition by
Qwest, such that this debt would become structurally junior to
other material obligations.

"The negative CreditWatch listing of the Qwest ratings reflects
the higher business risk at MCI if its bid is ultimately
successful," explained Standard & Poor's credit analyst Catherine
Cosentino.  As a long-distance carrier, MCI is facing ongoing
stiff competition from other carriers, especially AT&T Corp.
Moreover, MCI is considered to be competitively disadvantaged
relative to AT&T in terms of its materially smaller presence in
the enterprise segment and fewer local points of presence -- POPs.
The latter, in particular, results in higher access costs relative
to AT&T.  Qwest also faces the challenge of integrating and
strengthening MCI's operations while improving its own
underperforming, net free cash flow negative long-distance
business.  These issues overshadow the positive aspects of Qwest's
incumbent local exchange carrier business that were encompassed in
the former developing outlook.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Moody's Investors Service has placed the long-term ratings of MCI,
Inc., on review for possible upgrade based on Verizon's plan to
acquire MCI for about $8.9 billion in cash, stock and assumed
debt.

These MCI ratings were placed on review for possible upgrade:

   * B2 Senior Implied
   * B2 Senior Unsecured Rating
   * B3 Issuer rating

Moody's also affirmed MCI's speculative grade liquidity rating at
SGL-1, as near term, MCI's liquidity profile is unchanged.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications. The action
affects approximately $6 billion of MCI debt.

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Fitch Ratings has placed the 'A+' rating on Verizon Global
Funding's outstanding long-term debt securities on Rating Watch
Negative, and the 'B' senior unsecured debt rating of MCI, Inc.,
on Rating Watch Positive following the announcement that Verizon
Communications will acquire MCI for approximately $4.8 billion in
common stock and $488 million in cash.


MCI INC: Verizon Discloses Regulatory Review Status of MCI Deal
---------------------------------------------------------------
Verizon Communications, Inc., relates that the MCI acquisition
transaction is subject to review by regulatory authorities in 22
states and the District of Columbia.  Applications seeking those
reviews and approvals have been filed in Alaska, Arizona,
California, Colorado, Delaware, the District of Columbia, Hawaii,
Louisiana, Maine, Maryland, Minnesota, Mississippi, Nevada, New
Jersey, New York, North Carolina, Ohio, Pennsylvania, Vermont,
Virginia, West Virginia, Washington and Wyoming.

Notices of the transaction are required in certain other states
and pre-closing notices have been filed in Connecticut, Georgia,
Massachusetts, Michigan, Missouri, Montana, Nebraska, New
Hampshire, North Dakota, Oklahoma, Rhode Island, South Dakota,
Tennessee, and Utah.  The New Hampshire Public Utility Commission
has the right to undertake a review of the transaction after
receipt of the notice and has undertaken that review.  Post-
closing notices will be filed in Alabama, Puerto Rico, and
Wisconsin at the appropriate time.

In a filing Securities and Exchange Commission, Verizon discloses
that these commission determinations have been received as of
July 13, 2005:

    * On March 28, 2005, the Nebraska Public Service Commission
      affirmed that no application for approval was required and
      that it would not take further action.

    * On April 6, 2005, Staff Counsel of the Nevada Public
      Utilities Commission advised the Commission that the time
      period for requesting a full review of the transaction had
      elapsed and that neither the Commission Regulatory Staff nor
      the Consumer's Advocate had requested a review; Staff
      Counsel recommended that the docket be closed.

    * On April 5, 2005, the Georgia Public Service Commission
      approved the transaction.

    * On April 7, 2005, the transaction was affirmatively approved
      by the Delaware Public Service Commission.

    * On April 13, 2005, the Maryland Public Service Commission
      noted the transaction and stated that it would not take any
      further action at this time.

    * On April 27, 2005, the North Carolina Utilities Commission
      approved the transaction.

    * On May 3, 2005, the Missouri Public Service Commission
      affirmed that they did not have jurisdiction over the
      transaction, rejected a request by the Office of Public
      Counsel to investigate, and closed the proceeding.

    * On May 20, 2005 the Oklahoma Corporation Commission
      confirmed that the transaction acquiring MCI stock was
      exempt from review and that no further action by the
      Commission was necessary.

    * On June 1, 2005, the Colorado PUC voted 3-0 to dismiss the
      merger application for lack of jurisdiction, based on the
      recommendation of the Commission staff the Attorney
      General's office.

    * On June 30, 2005, the Mississippi Public Service Commission
      approved the transaction.

    * On July 13, 2005, the Connecticut Department of Public
      Utility Control affirmed that it does not have jurisdiction
      over the acquisition.

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)

*     *     *

As reported in the Troubled Company Reporter on March 1, 2005,
Standard & Poor's Ratings Services placed its ratings on Denver,
Co.-based diversified telecommunications carrier Qwest
Communications International, Inc., and subsidiaries, including
the 'BB-' corporate credit rating, on CreditWatch with negative
implications.  This follows the company's counter bid to Verizon
Communications, Inc., for long-distance carrier MCI, Inc., for
$3 billion in cash and $5 billion in stock.  MCI also has about
$6 billion of debt outstanding.

The ratings on MCI, including the 'B+' corporate credit rating,
remain on CreditWatch with positive implications, where they were
placed Feb. 14, 2005 following Verizon's announced agreement to
acquire the company.  The positive CreditWatch listing for the MCI
ratings reflects the company's potential acquisition by either
Verizon or Qwest, both of which are more creditworthy entities.
However, the positive CreditWatch listing of the 'B+' rating on
MCI's senior unsecured debt assumes no change to the current MCI
corporate and capital structure under an assumed acquisition by
Qwest, such that this debt would become structurally junior to
other material obligations.

"The negative CreditWatch listing of the Qwest ratings reflects
the higher business risk at MCI if its bid is ultimately
successful," explained Standard & Poor's credit analyst Catherine
Cosentino.  As a long-distance carrier, MCI is facing ongoing
stiff competition from other carriers, especially AT&T Corp.
Moreover, MCI is considered to be competitively disadvantaged
relative to AT&T in terms of its materially smaller presence in
the enterprise segment and fewer local points of presence -- POPs.
The latter, in particular, results in higher access costs relative
to AT&T.  Qwest also faces the challenge of integrating and
strengthening MCI's operations while improving its own
underperforming, net free cash flow negative long-distance
business.  These issues overshadow the positive aspects of Qwest's
incumbent local exchange carrier business that were encompassed in
the former developing outlook.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Moody's Investors Service has placed the long-term ratings of MCI,
Inc., on review for possible upgrade based on Verizon's plan to
acquire MCI for about $8.9 billion in cash, stock and assumed
debt.

These MCI ratings were placed on review for possible upgrade:

   * B2 Senior Implied
   * B2 Senior Unsecured Rating
   * B3 Issuer rating

Moody's also affirmed MCI's speculative grade liquidity rating at
SGL-1, as near term, MCI's liquidity profile is unchanged.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications. The action
affects approximately $6 billion of MCI debt.

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Fitch Ratings has placed the 'A+' rating on Verizon Global
Funding's outstanding long-term debt securities on Rating Watch
Negative, and the 'B' senior unsecured debt rating of MCI, Inc.,
on Rating Watch Positive following the announcement that Verizon
Communications will acquire MCI for approximately $4.8 billion in
common stock and $488 million in cash.


METALFORMING TECH: Gets Final Court Nod on $12 Million DIP Loan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Metalforming Technologies, Inc., and its debtor-affiliates' $12
million debtor-in-possession financing facility from a consortium
of lenders led by Patriarch Partners, LLC, and Canadian Imperial
Bank of Commerce as Administrative Agent.  The Court previously
granted the Debtors interim access to $5 million of the DIP loan.

The loan will accrue interest at 250 basis points over CIBC's
Alternate Base Rate.  In the event of a default, the interest
payable on the loan increases by 200 basis points.  The loan will
mature on Sept. 30, 2005.

                     Adequate Protection

To protect their interests, the DIP lenders are granted first
priority liens and security interests in all of the Debtors'
presently owned and after-acquired properties.  All the DIP
obligations will constitute allowed claims against the Debtors
with priority over any and all administrative expenses, diminution
claims, and all other claims.

The lenders' superpriority claim and security interests and liens
will be subordinated to these carve-out expenses:

    (a) the fees and expenses of the Clerk of Court and the
        Office of the United States Trustee pursuant to Section
        1930(a) of the Judiciary Code; and

    (b) professional fees and disbursements incurred by the
        Debtors in the ordinary course of their chapter 11 cases
        and professional fees and expenses of any statutory
        committee of unsecured creditors appointed in the
        bankruptcy proceedings, in accordance with the approved
        budget.

In an event of default, the carve-out will be increased, solely in
accordance with the approved budget and bankruptcy court approval,
by:

   -- $400,000 to pay professional fees and disbursements
      incurred by the Debtors; and

   -- $300,000 to pay the Committee's professionals' fees.

                     Oct. 14 Sale Deadline

An event of default will occur if the Debtors fail to consummate a
Section 363 sale of substantially all of their assets by Oct. 14,
2005.

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, 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.


METALFORMING TECH: Creditors Panel Taps Pepper Hamilton as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Metalforming
Technologies, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Pepper Hamilton LLP as its counsel.

Pepper Hamilton will:

   a) assist and advise the Committee with respect to its rights,
      duties and powers in the Debtors' chapter 11 cases and in
      its consultation with the Debtors relating to the
      administration of their bankruptcy cases;

   b) assist the Committee in analyzing the claims of the Debtors'
      creditors and their capital structure and in negotiating
      with holders of claims and equity interests;

   c) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities, business operations and
      financial condition of the Debtors and other parties
      involved with them;

   d) assist the Committee in its analysis of, and negotiations
      with the Debtors' concerning matters related to the
      assumption or rejection of certain leases of non-residential
      real property and executory contracts, assets dispositions,
      financing of other transactions and the terms of a proposed
      plan of reorganization;

   e) assist the Committee in analyzing inter-company transactions
      and issues relating to the Debtors' non-debtor affiliates
      and represent the Committee at all hearings and other
      proceedings;

   f) review, analyze and advise the Committee with respect to all
      applications, orders, statements of operations and schedules
      to be filed with the Court, and assist in preparing
      pleadings and applications in support of the Committee's
      interests and objectives; and

   g) perform all other legal services to the Committee that are
      required in the Debtors' chapter 11 cases.

Francis J. Lawall, Esq., a Partner of Pepper Hamilton, is one of
the lead attorneys for the Committee.

Mr. Lawall reports the Pepper Hamilton's professionals bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Partners, Special Counsel       $350 - $515
      & Counsel
      Associates                      $295 - $325
      Paraprofessionals               $110 - $160

Pepper Hamilton assures the Court that it does not represent any
interest materially adverse to the Committee, 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.


METCO PROPERTIES: List of 13 Largest Unsecured Creditors
--------------------------------------------------------
Metco Properties, Inc., delivered a list of its 13 largest
unsecured creditors to the U.S. Bankruptcy Court for the District
of Arizona:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Footbridge Capital LLC           Possible Deficiency  $7,056,546
22 Thorndal Circle               Balance - Claim is
Darien, CT 06820                 Secured

Cambridge Holdings Group Inc.    Possible Deficiency  $1,763,864
c/o Sean C. Logan                Balance - Claim is
2530 Riva Road #308              Secured
Annapolis, MD 21401

Otto Trucking Inc.               Guarantee              $649,022
4025 E Presidio St
Mesa, AZ 85215

Western States Equipment         Guarantee              $300,000
2233 North Warm Springs Road
Salt Lake City, UT 84116

Bill Miller Equipment            Business Debt          $154,000
Sales, Inc.
P.O. Box 112
Eckhart Mines, MD 21528

Schian Walker PLC                Business Debt          $126,276
3550 North Central Avenue
Phoenix, AZ 85012

Industrial Development           Business Debt          $126,000
Associates
P.O. Box 1341
Fort Bragg, CA 95437

Calvert Oil Company              Business Debt           $36,387

Michael C. Marchitto             Business Debt           $10,655

William M. Hartung               Business Debt            $9,340

Geppert Mcmullen Paye & Getty    Legal Fees               $7,291

Russell Webb                     Business Debt            $4,200

Jerry Lancaster                  Business Debt            $2,700

Headquartered in Avondale, Arizona, Metco Properties, Inc., and
James Thomas & Sheila Sue Mattingly filed for chapter 11
protection on June 8, 2005 (Bankr. D. Ariz. Case No. 05-10372).
Dennis J. Wortman, Esq., at Dennis J. Wortman, P.C., in Phoenix,
Arizona, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
estimated assets between $500,000 to $10 million and debts between
$1 million to $50 million.


MIRANT CORP: Panel Can Prosecute Claims Against Arthur Andersen
---------------------------------------------------------------
Pursuant to Sections 105, 1103(c) and 1109(b) of the Bankruptcy
Code, Judge Lynn of the U.S. Bankruptcy Court for the Northern
District of Texas rules that the Official Committee of Unsecured
Creditors of Mirant Corp., has standing to prosecute any and all
claims against Arthur Andersen LLP.

Judge Lynn already authorized the Mirant Committee to prosecute,
jointly with the Debtors, Adversary Proceeding No. 05-4099 against
The Southern Company pending in the United States Bankruptcy Court
for the Northern District of Texas.  The authorization is
effective June 16, 2005.

As reported in the Troubled Company Reporter on June 28, 2005, the
Mirant Committee wanted to bring claims against:

    1. The Southern Company and its affiliates;

    2. Arthur Andersen LLP;

    3. certain Mirant directors;

    4. Potomac Electric Power Company; and

    5. other recipients of avoidable transfers under Section 550
       of the Bankruptcy Code.

If the Directors do not timely execute tolling agreements that
preserve the Debtors' claims against them, the Mirant Committee
will have standing to prosecute claims against the Directors.  If
tolling agreements are executed timely, the Debtors will retain
authority to commence and prosecute the Claims against the
Directors.

The Debtors will retain the authority to commence and prosecute
avoidance Claims against PEPCO, without prejudice to the Mirant
Committee's right to subsequently seek leave to jointly prosecute
the claims with the Debtors.

The hearing on the Mirant Committee's request to pursue the
Section 550 Claims is continued.

Communications and work product between the Debtors and the
Mirant Committee, or their professionals and representatives,
made in connection with the investigation and prosecution of the
Claims will be protected from disclosure pursuant to the joint
defense privilege.  Communications between the Debtors and the
Mirant Committee made in furtherance of the litigation will not
constitute a waiver of any attorney-client privilege, work-
product privilege, or other privilege or immunity attaching to
any documents or communications whether written or oral.

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


MIRANT CORP: Court Orders Arthur Andersen to Produce Documents
--------------------------------------------------------------
The Honorable D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas orders Arthur Andersen LLP to produce
for inspection and copying the documents requested by the Official
Committee of Unsecured Creditors appointed in Mirant Corporation
and its debtor-affiliates' chapter 11 cases, despite Arthur
Andersen's objections.

                        Futile Arguments

Arthur Andersen LLP asserted that the documents requested
containes information protected by the attorney-client privilege,
the work product doctrine, the accountant-client privilege, or any
other privilege or immunity from discovery.

Andersen objected to the Mirant Committee's requests for documents
to the extent that, among several grounds:

    * they are overbroad, unduly burdensome and not related to the
      acts, conduct, property liabilities, or financial condition
      of Mirant Corporation;

    * they impose an unwarranted and undue burden on Andersen as a
      non-party to the litigation; and

    * they are oppressive and unreasonable since they seek
      information that could be obtained or made available, or
      that has been obtained or made available, from some other
      source that is more convenient, less burdensome, or less
      expensive.

Andersen also objected to any of the Mirant Committee's requests
that call for the examination of electronic databases, and for
the production of any documents furnished to Andersen by Mirant
for, or in connection with, the preparation of any tax return of
Mirant by Andersen.

In addition, Andersen objected to the Mirant Committee's requests
because it calls for discovery that constitutes or would reveal
trade secrets, confidential commercial information, or other
protected confidential or proprietary information.

                         Why Investigate

In 2002, after KPMG replaced Andersen, Mirant recorded
Impairment write-downs of $1.5 billion.  The write-downs included
a  $325 million writedown of Mirant's 49% interest in a United
Kingdom holding company that owned a subsidiary called "Western
Power Distribution."  While Andersen served as Mirant's auditor,
no write down for the asset was recorded.

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)


MURRAY INC: Wants More Time to Remove Civil Actions
---------------------------------------------------
Murray Inc. asks the U.S. Bankruptcy Court for the Middle District
of Tennessee, Nashville Division, for an extension of its time to
remove all civil actions pursuant to 28 U.S.C. Section 1452 and
Rule 9027 of the Federal Rule of Bankruptcy Procedure.  The Debtor
wants an extension until Nov. 8, 2005.

The Debtor relates that since the bankruptcy filing, it devoted
most of its time with matters related to the case.  Currently,
Murray's focus is on obtaining confirmation of its plan of
reorganization.  A confirmation hearing is scheduled to convene on
Sept. 22, 2005.

Murray believes the extension will afford it the opportunity to
make fully informed decisions concerning removal of each
prepetition lawsuit or other action from a remote court for the
Middle of District of Tennessee, and will ensure that the Debtor
does not forfeit its rights under Section 1452.

The Debtor assures the Court that no adversarial party will be
prejudiced by the extension.  All actions are currently stayed.
Further, in the event the Debtor requests removal of any
particular action, the other party to the proceeding can seek
remand pursuant to Section 1452(b).

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in assets and debts.


MURRAY INC: Court Approves Deloitte FAS as Committee's Accountant
-----------------------------------------------------------------
The Honorable Judge Marian F. Harrison of the U.S. Bankruptcy
Court for the Middle District of Tennessee authorized the Official
Committee of Unsecured Creditors appointed in Murray, Inc.'s
chapter 11 case, to retain Deloitte Financial Advisory Services
LLP as its accountant, reorganization consultant and financial
advisor, nunc pro tunc to May 29, 2005.

The Court approved Deloitte & Touche LLP as the Committee's
accountant, reorganization consultant and financial advisor on
Jan. 6, 2005.  However, Deloitte & Touch has implemented a
reorganization of some of its business units.  Although the
personnel comprising the Financial Advisory Services engagement
team for the Committee in the Debtor's chapter 11 case have
remained largely unchanged, some of these personnel have now
become personnel of Deloitte FAS as of May 29, 2005.

Deloitte FAS will:

   (a) assist the Committee in connection with its assessment of
       the Debtor's cash and liquidity requirements, as well as
       Debtor's financing requirements;

   (b) assist the Committee in connection with its monitoring of
       the Debtor's financial and operating performance, including
       its current operations, monthly operating reports, and
       other financial and operating analyses or periodic reports
       as provided by management or Debtor's financial advisors;

   (c) assist the Committee in connection with its evaluation of
       the Debtor's key employee retention plans, compensation and
       benefit plans or other incentive plans;

   (d) assist the Committee in connection with its evaluation of
       the Debtor's business, operational, and financial plans,
       both short-term and long-term including with respect to
       actual results versus forecast, capital expenditure
       requirements, and cost reduction opportunities;

   (e) assist the Committee in connection with its evaluation of
       the Debtor's statements of financial affairs and supporting
       schedules, executory contracts and claims;

   (f) assist the Committee in connection with its evaluation of
       the Debtor's operating structure, business configuration
       and strategic alternatives;

   (g) assist the Committee in connection with its evaluation of
       restructuring-related alternatives;

   (h) Assist the Committee in connection with the Committee's
       restructuring or reorganization-related negotiations
       including analysis, preparation or evaluation of any
       plan of reorganization proposed by the Debtor, the
       Committee or a third party;

   (i) assist the Committee in connection with its analysis of,
       issues related to claims filed against the Debtor including
       reclamation issues, administrative, priority or unsecured
       claims, case litigation, contract rejection damages;

   (j) assist the Committee in its evaluation of auction
       procedures or sale transactions that may take place,
       including with respect to the Committee's evaluation of
       bids, establishment of bid procedures, identification of
       additional potentially interested parties for the Debtor's
       assets, negotiation of Asset Purchase Agreement provisions
       including working capital adjustments, valuation issues
       and other related matters;

   (k) attend and participate in hearings before the United States
       Bankruptcy Court if consistent with the scope of services
       set forth herein;

   (l) assist the Committee, where appropriate, in its analysis of
       the books and records of the Debtor in connection with
       potential for recovery of funds to the estate from voidable
       transactions including related party transactions,
       preference payments and unenforceable claims; and

   (m) provide such other related services as may be requested in
       writing by the Committee and as agreed to by Deloitte FAS.

John Little, a member of Deloitte Financial Advisory Services LLP,
disclosed that the current hourly rates of professionals who will
work in the engagement will be subject to a monthly cap.

The monthly cap will be $75,000 per month until the effective date
of any plan of reorganization in Debtor's chapter 11 case.

The current hourly rates of professionals are:

      Designation                           Hourly Rate
      -----------                           -----------
      Partner, Principal and Director       $400 - $450
      Senior Manager                        $375 - $425
      Manager                               $325 - $375
      Senior Consultant                     $275 - $325
      Staff                                 $190 - $275
      Paraprofessional                       $75 - $100

The Official Committee of Unsecured Creditors believes that
Deloitte Financial Advisory Services LLP is disinterested as that
term is defined in Section 101(14) of the U.S. Bankruptcy Court.

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in assets and debts.


NATIONAL WATERWORKS: Moody's Reviews $200 Million Notes' B3 Rating
------------------------------------------------------------------
Moody's Investors Service has placed the credit ratings of
National Waterworks, Inc. on review for possible upgrade following
the announcement that it has entered into a definitive agreement
to be acquired by The Home Depot, Inc.  Home Depot has a senior
unsecured rating of Aa3 and a stable outlook.

Ratings under review for possible upgrade are:

   * $210 million senior secured term loan B due 2009, B1

   * $75 million senior secured revolving credit facility
     ($0 drawn) due 2008, B1

   * $200 million senior subordinated notes due 2012, B3

   * Corporate family (formerly senior implied) rating, B2

Moody's review of National Waterworks' credit ratings will focus
on the impact that the transaction with Home Depot would have on
National Waterworks' credit strength, stemming from either
implicit or explicit support from Home Depot, including the
potential for Home Depot to legally assume National Waterworks'
bank facility and subordinated notes.  If the acquisition is
consummated and the existing rated debt of National Waterworks is
repaid, all of National Waterworks ratings will be withdrawn.

Headquartered in Waco, Texas, National Waterworks is a leading
distributor of water and wastewater transmission products in the
United States.  Revenue for the year ended December 31, 2004 was
approximately $1.5 billion.


NATIONAL WATERWORKS: Amends Tender Offer for 10.50% Sr. Sub. Notes
------------------------------------------------------------------
National Waterworks, Inc., reported that, in connection with its
previously announced tender offer for any and all of its
outstanding $200,000,000 aggregate principal amount of its 10.50%
Senior Subordinated Notes, Series B, due 2012, as well as related
consent solicitation to amend the indenture governing the Notes,
it is amending the consideration being offered to the holders of
the Notes and extending the consent expiration time and the tender
offer expiration time.

The tender offer and consent solicitation had been conditioned on,
among other things:

   (1) the consummation by the Company's parent entity, National
       Waterworks Holdings, Inc., of the proposed initial public
       offering of its common stock; and

   (2) Holdings' entry into a new credit facility, the net
       proceeds of each of which would have been used, among other
       things, to pay the consideration for the Notes purchased in
       the existing tender offer and consent solicitation.

Holdings entered into a stock purchase agreement with Home Depot
U.S.A., Inc., pursuant to which Home Depot U.S.A., Inc. has
agreed, subject to customary closing conditions, to purchase all
of Holdings' issued and outstanding common stock.  Accordingly,
Holdings does not presently intend to proceed with the Offering,
nor enter into a new credit facility.  As a result, the
Company has decided to amend the tender offer and related consent
solicitation to:

   (1) amend the consideration offered for tendered Notes and
       delivered consents;

   (2) remove the Financing Condition;

   (3) add the condition that the Acquisition is consummated; and

   (4) extend the Consent Time, which was originally set to expire
       at 5:00pm, New York City time, on July 18, 2005, and the
       Expiration Time, which was originally set to expire at
       5:00pm, New York City time, on August 1, 2005, to 5:00pm,
       New York City time, on August 3, 2005 and August 17, 2005,
       respectively.

As amended, the total consideration to be paid for each Note
validly tendered in the tender offer, subject to the terms and
conditions of the tender offer and consent solicitation, will be
paid in cash and calculated based on the 3.00% U.S. Treasury Note
due November 15, 2007.

The total consideration for each Note will be equal to the present
value of scheduled payments on such Note based on a fixed spread
pricing formula utilizing a yield equal to the Reference Treasury
Note, plus 50 basis points.  The detailed methodology for
calculating the total consideration for Notes will be outlined in
the Supplement to the Offer to Purchase and Consent Solicitation
Statement to be dated on or about July 20, 2005 relating to the
amendment to the tender offer and the consent solicitation.
Holders who have already tendered their Notes and delivered their
consents that do not withdraw or revoke their Notes or consents
prior to the Consent Time will be entitled to receive the Total
Consideration.  Holders who withdraw their Notes prior to the
Consent Time and validly re-tender their Notes and deliver their
consents after the Consent Time, but prior to the Expiration Time,
will be entitled to receive the Total Consideration minus $30.00
per $1,000 principal amount of Notes tendered.

As of July 19, 2005, 100% of the outstanding aggregate principal
amount of the Notes has been tendered.  Holders who have already
tendered their Notes and delivered their consents may, but are not
obligated to, withdraw their Notes and revoke their consents until
the Consent Time, but not thereafter.

The Company has retained J.P. Morgan Securities, Inc. to act as
sole Dealer Manager for the new tender offer and as the
Solicitation Agent for the consent solicitation and can be
contacted at (212) 834-3424 (collect) or (866) 834-4666 (toll
free).  Global Bondholder Services Corporation is the Information
Agent and can be contacted at (212) 430-3774 (collect) or (866)
387-1500 (toll free).

National Waterworks, Inc., distributes a full line of pipes,
fittings, valves, meters, fire hydrants, service and repair
products and other components that are used to transport clean
water and wastewater between reservoirs and treatment plants and
residential and commercial locations.  The Company's products are
integral to building, repairing and maintaining water and
wastewater (sewer) systems and serve as part of the basic
municipal infrastructure required to support population and
economic growth and residential and commercial construction.
Through its network of 136 branches in 36 states, the Company
sells directly to municipalities and to contractors who serve
municipalities and perform residential, commercial and industrial
waterworks projects.

                         *     *     *

As reported in the Troubled Company Reporter on May 19, 2005,
Standard & Poor's Ratings Services' ratings on water products
distributor National Waterworks Inc. remain on CreditWatch with
positive implications, where they were placed on April 6, 2005,
following the company's announcement that it intended to pursue an
IPO of common stock.  The Waco, Texas-based company has not
publicly announced its final capital structure or financing
arrangements, except to note in its S-1/A filing with the SEC that
it expects to have $550 million of pro forma debt as of March 25,
2005, with an amended/new credit facility.  Standard & Poor's has
met with management and discussed its planned capital structure,
longer-term financial policies, business strategies, and near-term
outlook.


NATIONAL WATERWORKS: Inks Acquisition Agreement with Home Depot
---------------------------------------------------------------
National Waterworks Holdings, Inc., entered into a definitive
agreement to be acquired by The Home Depot, Inc.  National
Waterworks is principally owned by JPMorgan Partners, a private
equity affiliate of JPMorgan Chase & Co., and Thomas H. Lee
Partners, L.P.

National Waterworks, which distributes a full line of pipes,
fittings, valves, meters, fire hydrants, service and repair
products and other components that are used to transport water to
and from residential and commercial locations, will be part of The
Home Depot's maintenance, repair and operations products (MRO)
growth platform.  Its products are critical to building, repairing
and maintaining underground water and wastewater transmission and
storm water collection systems.  Through its network of over 130
branches in 36 states, National Waterworks sells directly to
municipalities and contractors.

For the fiscal year ended December 31, 2004, National Waterworks
generated net sales of $1.5 billion.

"In the 3 years since we acquired National Waterworks with
JPMorgan Partners and Thomas H. Lee Partners, we have experienced
substantial growth in sales and profitability," said Harry K.
Hornish, Jr., president and CEO of National Waterworks.  Both
firms, with their insights into the industrial and distribution
sectors, have assisted us in further developing our distribution
platform and continuing to execute our business strategy.  We are
excited to join forces with The Home Depot and to continue our
track record of success by providing top-notch products and
services to municipalities and contractors nationwide."

Stephen Murray, a general partner at J.P. Morgan Partners, LLC,
said, "We are extremely proud of the organization that Harry and
his team at National Waterworks have built and are excited for
them as they continue to serve their customers and expand their
business in combination with The Home Depot."

Tony DiNovi, a co-president of Thomas H. Lee Partners L.P., said,
"National Waterworks is a great example of a growth-buyout company
that, through exceptional management and strong marketplace
positioning, can achieve rapid and sustainable growth.  This
transaction is a great outcome for both National Waterworks and
The Home Depot as they fulfill the growing need for water
infrastructure products in the U.S."

                    About JPMorgan Partners

JPMorgan Partners is a leading private equity firm with over
$11 billion in capital under management as of June 30, 2005.
Since its inception in 1984, JPMP has invested over $15 billion
worldwide in consumer, media, energy, industrial, financial
services, healthcare, hardware and software companies.  With more
than 80 investment professionals in five principal offices
throughout the world, JPMP is an experienced investor in companies
with worldwide operations.  Selected investments include: AMC
Entertainment, Berry Plastics, Cabela's, Pinnacle Foods, PQ
Corporation, SafetyKleen Europe, Vetco International and Warner
Chilcott.  JPMP is a private equity division of JPMorgan Chase &
Co. (NYSE: JPM), one of the largest financial institutions in the
United States, and is a registered investment adviser with the
Securities and Exchange Commission.

                  About Thomas H. Lee Partners

Thomas H. Lee Partners, L.P., is a Boston-based private equity
firm focused on identifying and acquiring substantial ownership
positions in growth companies.  Founded in 1974, Thomas H. Lee
Partners currently manages approximately $12 billion of committed
capital, including its most recent fund, the $6.1 billion Thomas
H. Lee Equity Fund V. Notable transactions sponsored by the firm
include: Fisher Scientific International, Houghton Mifflin,
Michael Foods, Nortek, Rayovac, Refco Group, Simmons Company,
Transwestern Publishing, Warner Chilcott, and Warner Music Group.

                   About National Waterworks

National Waterworks, Inc., distributes a full line of pipes,
fittings, valves, meters, fire hydrants, service and repair
products and other components that are used to transport clean
water and wastewater between reservoirs and treatment plants and
residential and commercial locations.  The Company's products are
integral to building, repairing and maintaining water and
wastewater (sewer) systems and serve as part of the basic
municipal infrastructure required to support population and
economic growth and residential and commercial construction.
Through its network of 136 branches in 36 states, the Company
sells directly to municipalities and to contractors who serve
municipalities and perform residential, commercial and industrial
waterworks projects.

                         *     *     *

As reported in the Troubled Company Reporter on May 19, 2005,
Standard & Poor's Ratings Services' ratings on water products
distributor National Waterworks Inc. remain on CreditWatch with
positive implications, where they were placed on April 6, 2005,
following the company's announcement that it intended to pursue an
IPO of common stock.  The Waco, Texas-based company has not
publicly announced its final capital structure or financing
arrangements, except to note in its S-1/A filing with the SEC that
it expects to have $550 million of pro forma debt as of March 25,
2005, with an amended/new credit facility.  Standard & Poor's has
met with management and discussed its planned capital structure,
longer-term financial policies, business strategies, and near-term
outlook.


NATIONSLINK FUNDING: Fitch Lifts Rating on $30.6MM Notes to BB
--------------------------------------------------------------
Fitch Ratings upgrades NationsLink Funding Corporation, commercial
Mortgage pass-through certificates, series 1999-1:

     -- $61.1 million class C to 'AAA' from 'AA+';
     -- $67.2 million class D to 'AAA' from 'A+';
     -- $9.2 million class G to 'BBB' from 'BB+';
     -- $30.6 million class H to 'BB' from 'B+'.

In addition, Fitch affirms these classes:

     -- $609.6 million class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $64.2 million class B at 'AAA'.

Fitch does not rate the $33.6 million class E, $51.9 million class
F, $15.3 million class J, or $26.2 million class K certificates.
The class A-1 certificates have been paid in full.

The upgrades are the due to scheduled amortization, paydown, and
defeasance resulting in increased credit enhancement levels.  As
of the June 2005 distribution report, the transaction's balance
has been reduced 20% to $968.8 million from $1.2 billion at
issuance.

There are currently three loans (1.8%) in special servicing.  The
largest loan (0.8%) in special servicing is a portfolio of three
hotel properties located in Houston and Dallas, TX and Oklahoma
City, OK.  The properties are being marketed for sale by the
borrower who will payoff the loan.

The second largest loan (0.8%) in special servicing is a single
tenant retail property in Everett, WA and is current.  The loan
transferred to the special servicer in 2001 when the single
tenant, HomeBase Inc., filed bankruptcy and vacated the property.
In 2002, a new tenant executed a month-to-month lease for the
space.  The property is currently 100% occupied and the special
servicer continues to monitor the loan until an acceptable
replacement tenant is found.


NEWS CORP: Inks Pact to Acquire Intermix Media for $580 Million
---------------------------------------------------------------
News Corporation announced signed a definitive agreement to
acquire Intermix Media, Inc. for approximately $580 million in
cash, or the equivalent of $12 per common share.

In a separate transaction, Intermix exercised its option to
acquire the 47% of MySpace.com that it does not already own.
MySpace.com is the leading lifestyle portal for networking online.
Both MySpace.com and Intermix's more than 30 sites will become
part of News Corporation's newly formed Fox Interactive Media
unit.

The acquisition of Intermix, combined with the recently announced
formation of Fox Interactive Media, underscores News Corporation's
commitment to expand its internet presence by offering a deeper,
richer online experience for its millions of users.

With the addition of MySpace,and Intermix's network of sites, News
Corporation's U.S. web traffic will nearly double to more than
45 million unique monthly users, putting the Company in the top
echelon of most trafficked content sites on the Internet today.
The Intermix network of sites is the largest multi-category online
entertainment network with more than 27 million unique monthly
users.  Intermix's group of entertainment, humor, gaming and
social networking sites has become the leading network for
shareable digital entertainment such as pictures, music and video.

Launched less than two years ago, MySpace.com is the fifth ranked
web domain in terms of page views according to comScore Media
Metrix.  Integrating web profiles, blogs, instant messaging, e-
mail, music downloads, photo galleries, classified listings,
events, groups, chatrooms, and user forums, MySpace.com has
created a connected community where users put their lives online.
As a result, MySpace.com is a favorite with online advertisers --
in June the site served more than 8 percent of all ads on the
Internet, putting it in the company of Web giants Yahoo!, Google
and AOL.  It has also become a key music destination, with more
than 350,000 bands and artists -- including REM, the Black Eyed
Peas and Weezer -- having used the site to launch new albums and
enable users to sample and share songs.

"Intermix is an important acquisition for News Corp., instantly
doubling the number of visitors to our sites and providing an
ideal foundation on which to meaningfully increase our internet
presence," said News Corporation's Chairman and Chief Executive
Officer, Rupert Murdoch.  "Intermix's brands, such as MySpace.com,
are some of the web's hottest properties and resonate with the
same audiences that are most attracted to Fox's news, sports and
entertainment offerings.  We see a great opportunity to combine
the popularity of Intermix's sites, particularly MySpace, with our
existing online assets to provide a richer experience for today's
internet users."

The transaction is expected to close in the 4th quarter of
calendar 2005. The  transaction is subject to certain customary
conditions including approval of the Intermix common and preferred
stockholders.

                       Voting Agreeement

In a related transaction, News Corporation entered into a voting
agreement with VantagePoint Venture Partners, the largest
stockholder of Intermix. The agreement provides that VantagePoint
will vote its shares, representing approximately 22.4 percent of
the outstanding shares of Intermix, in favor of the transaction.

"We are very excited to combine our unique Internet reach and
assets with one of the most exciting media companies in the world.
We look forward to continuing to lead the market in unique
content, social networking, and analytical marketing," said
Richard Rosenblatt, Intermix Media's CEO.

Mr. Rosenblatt and MySpace CEO, Chris DeWolfe will continue in
their roles following the completion of the acquisition.  Messrs.
Rosenblatt and DeWolfe will join Fox Interactive Media, led by
Ross Levinsohn.

                         About Intermix

A leading online media and ecommerce enterprise, Intermix Media
(Amex: MIX) and its subsidiaries utilize proprietary technologies
and analytical marketing to develop unique content, an active
community and innovative ecommerce offerings.  The Intermix
Network blends user-generated and proprietary online content to
motivate its users to spend more time on its Network and to invite
their friends to join them. By integrating social networking
applications, self-publishing and viral marketing, the Intermix
Network has grown to over 27 million unique visitors per month.
Intermix also leverages its optimization technologies, marketing
methodologies and the Internet through its Alena unit, where it
launches branded consumer product offerings.  Alena expands
Intermix's consumer reach by marketing select high margin and
innovative products directly to the consumer across the Internet.
In doing so, Alena cost-effectively builds consumer brands and
drives new users back to the Intermix Network.

              About Vantagepoint Venture Partners

VantagePoint Venture Partners -- http://www.vpvp.com/-- is among
the most active and successful venture firms in the world with
more than $2.8 billion of capital under management. The Firm
invests exclusively in technology driven companies and is
organized around deep expertise and resources in five principal
areas of interest: Semiconductors, Software and Internet,
Communications and Systems, Healthcare, and CleanTech.
VantagePoint is a multi-stage investor, investing in high growth
businesses at all stages of development.

                        About News Corp.

News Corporation had total assets as of March 31, 2005 of
approximately US$56 billion and total annual revenues of
approximately US$23 billion.  News Corporation is a diversified
international media and entertainment company with operations in
eight industry segments: filmed entertainment; television; cable
network programming; direct broadcast satellite television;
magazines and inserts; newspapers; book publishing; and other. The
activities of News Corporation are conducted principally in the
United States, Continental Europe, the United Kingdom, Australia,
Asia and the Pacific Basin.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 27, 2005,
Moody's Investors Service confirmed News Corporation's debt
ratings of Baa3 senior unsecured. The rating outlook was changed
to positive.  This rating action concludes the review initiated on
April 26, 2004.


NORTHWEST AIRLINES: Mechanics Union Votes to Strike
---------------------------------------------------
The Aircraft Mechanics Fraternal Association at Northwest Airlines
Corp. voted Tuesday to authorize their union leader O.V. Delle-
Femine to call a strike against the carrier, Reuters reports.  The
union says the airline declined arbitration and is asking for
unreasonable concessions.

Northwest seeks to reduce labor cost by $1.1 billion.  The
airlines asks the AMFA to provide $176 million of that total.
This translates to a 2,031 job cuts and 25% to 26% wage cuts.
AMFA's $140 million savings proposal was rejected by Northwest.

The carrier seeks $300 million from pilots and managers and $148
million from flight attendants.

The Mechanics Union could strike as early as 30 days after the
National Mediation Board releases the carrier and the union from
negotiations, Reuters reports.

In a press statement, Northwest's Chief Executive Doug Steenland
said that if the mechanics go on strike, the airlines' flights
will continue on schedule.  Northwest will turn to outside vendors
for the work Mechanics Union members perform.

Prof. John Fossum at the University of Minnesota's Carlson School
of Management told the Associated Press that he speculates the
airline will get its labor concessions either through negotiations
or a bankruptcy filing.  According to Prof. Fossum, a bankruptcy
filing would put the unions in a much weaker bargaining position.

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 below $5
yesterday.  The stock was at $11 per share in December.


OMEGA HEALTHCARE: Declares Common & Preferred Stock Dividends
-------------------------------------------------------------
Omega Healthcare Investors, Inc.'s (NYSE:OHI) Board of Directors
declared a common stock dividend of $0.22 per share, a $0.01
increase over the prior quarter.  The dividend will be paid on
Aug. 15, 2005, to common stockholders of record on July 29, 2005.

At July 19, 2005, the Company had approximately 51.1 million
common shares outstanding.

                     Preferred Dividends

The Company's Board of Directors also declared its regular
quarterly dividend for the Series D preferred stock to preferred
stockholders of record on July 29, 2005.  Series D preferred
stockholders of record will be paid a dividend in the amount of
$0.52344, per preferred share, on Aug. 15, 2005.  The liquidation
preference for each of the Company's D preferred stock is $25.00.
Regular quarterly preferred dividends for the Series D represent
dividends for the period May 1, 2005 through July 31, 2005.

Omega Healthcare Investors, Inc. (NYSE:OHI) is a Real Estate
Investment Trust investing in and providing financing to the long-
term care industry.  At March 31, 2005, the Company owned or held
mortgages on 213 skilled nursing and assisted living facilities
with approximately 21,921 beds located in 28 states and operated
by 39 third-party healthcare operating companies.

                          *     *     *

Omega Healthcare's 6.95% notes due 2007 and 7% notes due 2014
carry Moody's Investors Service's B1 rating, Standard & Poor's BB-
rating and Fitch's BB- rating.


OPTION ONE: Fitch Rates Two Non-Offered Cert. Classes at Low-B
--------------------------------------------------------------
Option One Mortgage Loan Trust $1.18 billion asset-backed
certificates, series 2005-3, which closed on July 14, 2005, are
rated by Fitch Ratings:

    -- $966 million classes A-1A, A-1B, and A-2 through A-5 'AAA';
    -- $43.2 million class M-1 'AA+';
    -- $37.8 million class M-2 'AA';
    -- $22.8 million class M-3 'AA-';
    -- $21.6 million class M-4 'A+';
    -- $19.2 million class M-5 'A';
    -- $18 million class M-6 'A-';
    -- $17.4 million class M-7 'BBB+';
    -- $13.2 million class M-8 'BBB';
    -- $7.2 million class M-9 'BBB-';
    -- $6 million non-offered class M-10 'BB+';
    -- $12 million non-offered class M-11 'BB'.

The 'AAA' rating on the senior certificates reflects the 19.50%
total credit enhancement provided by the 3.60% class M-1, the
3.15% class M-2, the 1.90% class M-3, the 1.80% class M-4, the
1.60% class M-5, the 1.50% class M-6, the 1.45% class M-7, the
1.10% class M-8, the 0.60% class M-9, the 0.50% privately offered
class M-10, the 1.00% privately offered class M-11 and the initial
and target overcollateralization of 1.30%.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure, as
well as the capabilities of Option One Mortgage Corp. as servicer
and Wells Fargo Bank, N. A., as Trustee.

The certificates are supported by two collateral groups.  Group I
consists of mortgage loans with principal balances that conform to
Fannie Mae and Freddie Mac guidelines.  Group II consists of all
other remaining mortgage loans.  The Group I mortgage pool
consists of first lien, adjustable-rate and fixed-rate mortgage
loans with a cut-off date pool balance of $374,916,267.
Approximately 15.70% of the mortgage loans are fixed-rate and
84.30% are adjustable-rate mortgage loans.  The weighted average
current loan rate is approximately 7.455%.  The weighted average
remaining term to maturity is 357 months.  The average principal
balance of the loans equals $146,164.  The weighted average
original loan-to-value ratio is 79.58%.  The properties are
primarily located in California (12.88%), Florida (8.87%) and
Texas (8.47%).

The Group II mortgage pool consists of first and second lien,
adjustable-rate and fixed-rate mortgage loans with a cut-off date
pool balance of $825,067,204.  Approximately 15.24% of the
mortgage loans are fixed rate and 84.76% are adjustable-rate
mortgage loans.  The weighted average current loan rate is
approximately 7.446%.  The weighted average remaining term to
maturity is 357 months.  The average principal balance of the
loans equals $200,492.  The weighted average OLTV is 79.52%.  The
properties are primarily located in California (21.35%), Florida
(11.90%) and New York (8.30%).

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.

Option One was incorporated in 1992, and began originating and
servicing subprime loans in February 1993.  Option One is a
subsidiary of Block Financial, which is in turn a subsidiary of H
& R Block, Inc.


PARAGON INVESTMENT: All Unsecured Creditors are Insiders
--------------------------------------------------------
Paragon Investment LLC delivered a list of its 20-largest
unsecured creditors to the U.S. Bankruptcy Court for the District
of Arizona as required by Rule 1007 of the Federal Rules of
Bankruptcy Procedure.  The Debtor reports that it has no unsecured
creditors who are not also insiders.

Heaquartered in Carlsbad, California, Paragon Investment LLC
is an affiliate of Paragon Investment Corporation, which filed
for chapter 11 protection on Jan. 24, 2005 (Bankr. D. Ariz.
Case No. 05-00314) with Honorable Eileen W. Hollowell presiding.
Paragon Investment Corporation's chapter 11 filing was reported in
the Troubled Company Reporter on January 26, 2005.   R. David
Sobel, Esq., at Leonard Felker Altfeld et al. represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $1 million to $10 million.


PLYMOUTH RUBBER: U.S. Trustee Picks 7-Member Creditors Committee
----------------------------------------------------------------
The United States Trustee for Region 1 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors in
Plymouth Rubber Company, Inc., and its debtor-affiliate's chapter
11 case:

      1. Cognis Corporation
         Attn: John Schold, Esq.,
         5051 Eastcreek Drive
         Cincinnati, Ohio 45232
         Phone: 513-482-3157, Fax: 513-482-5574

      2. Formosa Plastics Corporation USA
         Attn: Bob Mularz
         9 Peach Tree Hill Road
         Livingston, New Jersey 07039
         Phone: 973-716-7214, Fax: 973-716-7450

      3. Velsicol Chemical Corporation
         Attn: Elizabeth A. Karkula, Esq.,
         10400 West Higgins Road, Suite 600
         Rosemont, Illinois 60018
         Phone: 847-635-3479, Fax: 847-298-0415

      4. Flynn Petroleum, LLC
         Attn: Edward Flynn
         307 Hartford Pike
         Shrewsbury, Massachusetts 01545
         Phone: 508-756-7693, Fax: 508-753-1532

      5. Crompton Corporation (Chemtura)
         Attn: Mary O'Neil / Tara Nucera
         199 Benson Road
         Middlebury, Connecticut 06749
         Phone: 203-573-2019, 203-573-3302
         Fax: 203-573-2092

      6. Integrated Polymer Distribution, Inc.
         Attn: Ronald A. Hornack, Consultant
         P.O. Box 1304
         118 Saratoga Drive
         McMurray, Pennsylvania 15317
         Phone: 724-942-1226, Fax: 724-942-7270

      7. EFI -Polymers
         Attn: Charles Harris
         4600 Holly Street
         Denver, Colorado 80216
         Phone: 303-333-1876, Fax: 303-333-0054

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Canton, Massachusetts, Plymouth Rubber, Inc.,
manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
$1 million to $50 million in assets and debts.


PLYMOUTH RUBBER: Gets Interim OK to Use Lenders' Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts gave
Plymouth Rubber Company, Inc., and its debtor-affiliate,
permission, on an interim basis:

   a) to use Cash Collateral securing repayment of pre-petition
      obligations to LaSalle Bank National Association, General
      Electric Capital Corporation, TD Banknorth N.A., CIT
      Group/Engineering Finance, Inc., and the Pension Benefit
      Guaranty Corporation; and

   b) grant mortgages, liens, security interests and superpriority
      claims to those Pre-Petition Lenders.

                   Pre-Petition Debt
                & Use of Cash Collateral

Under various pre-petition Loan Agreements, the Debtors owe:

      Pre-Petition Lender                  Amount Owed:
      -------------------                  ------------
      LaSalle National                     $14,000,000
      GE Capital                             5,625,000
      TD Banknorth                           1,724,531
      PBCG                                   5,700,000
      (liability under the Debtors'
      Employee Pension Plan)              ------------
                                           $27,049,531

The Debtors need access to the Cash Collateral securing repayment
of those loans and the PBGC obligation to minimize disruption of
their businesses and operations, meet payroll and other operating
expenses, obtain needed supplies and retain customer and supplier
confidence by demonstrating ability to maintain normal operations.

The Debtors' interim authority to use the Cash Collateral is in
strict compliance with a five-week Budget, covering the period
from July 5 to Aug. 4, 2005.  A copy of the two-page Budget is
available at no charge at http://ResearchArchives.com/t/s?7c

The Court will convene a hearing at 10:00 a.m., on Aug. 4, 2005,
to consider the Debtors' request to use the Cash Collateral on a
permanent basis.

Headquartered in Canton, Massachusetts, Plymouth Rubber, Inc.,
manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
$1 million to $50 million in assets and debts.


PROXIM CORP: Selling All Assets to Terabeam Wireless for $28 Mil.
-----------------------------------------------------------------
Proxim Corporation (OTC: PROXQ) entered into an asset purchase
agreement with Terabeam Wireless, the business name of YDI
Wireless, Inc. (Nasdaq: YDIW), which will allow Terabeam to
acquire substantially all of the assets of Proxim.

The parties entered into the asset purchase agreement after Proxim
declared Terabeam the highest bidder in the court-approved auction
held in connection with Proxim's Chapter 11 bankruptcy filing.
The agreement between Terabeam and Proxim is expected to supersede
Proxim's earlier arrangements to sell substantially all of its
assets to Moseley Associates.  The transaction is subject to final
approval by the US Bankruptcy Court for District of Delaware and
is expected to close on or before July 29, 2005.  As quickly as
practical after closing, Terabeam will move its headquarters to
Proxim's San Jose facility and will assume responsibility for
Proxim's ongoing sales as well as for support of the Proxim
product lines through the combined company's worldwide
distribution channel.

The combined company will have significant presence in wireless
LAN, point-to-multipoint and point-to-point wireless markets and
will continue its product development pipeline to address
opportunities in the WiMAX and wireless mesh markets.  The parties
anticipate continuing to drive the Proxim brands and are committed
to a seamless transition that avoids disruption to Proxim's
customers, channel partners, employees and suppliers.

"This is a great opportunity for Terabeam as well as for our
respective customers and employees" says Robert Fitzgerald, chief
executive officer of Terabeam.  "We will be able to offer best-of-
breed wireless solutions in virtually every arena, from Wi-Fi
through wireless Giga-bit Ethernet.  We have always been very
impressed by Proxim's distribution system, and we look forward to
expanding on their strong channel partnerships.  We look forward
to bringing together two energetic organizations and believe that
we can accelerate product development and our position in the
market while maintaining the financial discipline to achieve
profitable operations."

"We view this transaction as an opportunity to team with a company
with an aggressive and focused growth strategy," said Kevin Duffy,
president and chief executive officer of Proxim.  "With this
agreement, we combine our talent and technology to gain time-to-
market advantage, exceed the expectations and needs of our
combined customers, and grow the overall adoption of wireless
networking."

Under the terms of the asset purchase agreement, Terabeam will
acquire and assume most of the domestic and foreign operations of
Proxim for a purchase price of approximately $28,000,000, subject
to certain adjustments and deductions.  In addition, upon Court
approval, Terabeam is obligated to provide debtor-in-possession
financing, which will ultimately be deducted from the purchase
price.  As previously disclosed in Proxim's public filings with
the Securities and Exchange Commission, as a result of Proxim's
outstanding obligations to its creditors, no proceeds from the
sale of Proxim's assets will be distributed to Proxim
stockholders.

Terabeam Wireless -- http://www.terabeam.com/-- is the business
name of YDI Wireless, Inc.  Terabeam Wireless is a world leader in
providing extended range, license-free wireless data equipment and
is a leading designer of turnkey long distance wireless systems
ranging from 9600 bps to 1.42 Gbps for applications such as
wireless Internet, wireless video, wireless LANs, wireless WANs,
wireless MANs, and wireless virtual private networks.

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.


RED MOUNTAIN: Fitch Maintains Junk Ratings on 2 Cert. Classes
-------------------------------------------------------------
Red Mountain Funding LLC's, commercial mortgage pass-through
certificates, series 1997-1, are upgraded by Fitch Ratings:

     -- $10.2 million class B to 'AAA' from 'AA+';
     -- $8.7 million class C to 'AAA' from 'A+'.

In addition, Fitch affirms these certificates:

     -- Interest-only class X-2 'AAA';
     -- $6.4 million class D 'BB+';
     --$ 3.2 million class E 'BB'.

Fitch maintains the $8.7 million class F at 'CCC' and $1.3 million
class G at 'C'.

The upgrades reflect increased credit enhancement from loan
payoffs and amortization.  As of the July 2005 distribution date,
the pool's aggregate principal balance has been reduced by 76%, to
$38.5 million from $158.8 million at issuance.

Three loan portfolios (71%) are currently in special servicing.
The pool's largest loan portfolio is the Clipper pool (45%), which
is secured by five skilled nursing facilities and one assisted
living facility in New Hampshire.  The loans matured in 2000;
however, the maturity date was extended to 2006.  The loans have
been current since issuance but remain in special servicing.  The
weighted average trailing 12-month March 2005 debt service
coverage ratio for these loans was 1.15 times (x) and occupancy
93%.

The second loan portfolio in special servicing (14%) is secured by
four health care facilities in Missouri.  The properties reported
a combined TTM March 2005 DSCR of 3.18x and occupancy of 91%.  The
next largest loan in special servicing (12%) is secured by a
health care facility in Biloxi, MS.  The properties reported a
combined TTM March 2005 DSCR of 1.37x and occupancy of 48.3%.
Both of these loan portfolios are in special servicing due to the
operator bankruptcy.

Fitch remains concerned about the property type concentration with
health care accounting for 100% of the pool.


REGIONAL DIAGNOSTICS: Inks Term Sheet with DIP Lenders & Committee
------------------------------------------------------------------
Regional Diagnostics, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, to approve a term sheet resolving certain controversies
with their DIP lenders and the Official Committee of Unsecured
Creditors.

The DIP lenders are comprised of Merrill Lynch Capital, as Agent,
and Royal Bank of Canada.

The Committee's members are:

           * Hitachi Medical Systems
           * Centura X-Ray, Inc.
           * Toshiba America Medical Systems, Inc.
           * MXR
           * Sourceone Healthcare Tech. Inc.

As previously reported, the Court approved the auction of
substantially all of the Debtors' assets on August 9, 2005.  To
resolve some objections the Committee and the DIP lenders have
regarding the sale, the parties met, conferred, negotiated, and
memorialized their agreements in a written Term Sheet.  The Term
Sheet provides for:

     -- extension of the DIP loan maturity to July 28, 2005;

     -- the Debtors' filing of a liquidating plan not later than
        August 15, 2005, and a disclosure statement by August 22;

     -- the establishment of a Creditor Trust that will assume
        all of the Debtors' assets, claims and rights not sold
        on August 9;

     -- the establishment of Newco (optional), an entity formed
        or funded by the lenders as the successful purchaser of
        the Debtors' operating assets;

     -- a stipulation regarding the TriVest Note which states
        that, should the lenders acquire the TriVest $1.1 million
        promissory note, they won't receive any distribution from
        the Debtors or Newco;

     -- withdrawal of the Committee's objection to the sale of
        the Debtors' operating assets and the entry of a final
        decree allowing the DIP loan;

     -- the lenders approval of an $825,000 carve out from the
        sale proceeds of their collateral; the fund will be
        deposited in the Creditor Trust;

     -- that 50% of Newco Preferred Stock ($3 million liquidation
        preference) will be distributed to the Creditor Trust and
        the other half will be distributed to Newco Management
        and lenders;

     -- that 35% of Newco common stock will be distributed to the
        creditor trust;

     -- that 65% of Newco common stock will be distributed to the
        lenders; and

     -- the Creditor Trust's distribution to the lenders 10% of
        the first $8.25 million of cash recoveries on any
        litigation claims.

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.


REGIONAL DIAGNOSTICS: Hires Cunningham & Associates as Accountants
------------------------------------------------------------------
Regional Diagnostics, L.L.C. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Ohio for
permission to employ and retain Cunningham & Associates as their
accountants to perform certain limited tax services.

Cunningham & Associates will:

   1) prepare Form 945 Ohio Intercounty Personal Property Tax
      Return for the year ended December 31, 2004;

   2) respond to inquiries by any taxing agency related to the
      years ended December 31, 2003 and 2004;

   3) prepare certain tax returns relating to TR Radiology, Inc.;
      and

   4) perform other services as the Debtors may request from time
      to time.

The Firm's professionals are paid at these hourly rates:

          Designation              Rate
          -----------              ----
          Principals               $200
          Managers                 $140
          Seniors                   $95
          Staff                     $45

Glenn Cunningham, Esq., president of Cunningham & Associates,
assures the Court that his Firm is disinterested as that term is
defined in Section 101(14) of the Bankruptcy Code.

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.


RESIDENTIAL ACCREDIT: S&P Holds Low-B Ratings on Six Cert. Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 41
classes from three transactions issued by Residential Accredit
Loans Inc.

The affirmed ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the new analysis are sufficient to maintain the
current ratings.  Standard & Poor's will continue to monitor these
transactions to ensure that the assigned ratings accurately
reflect the associated risks.


                        Ratings Affirmed

                   RALI Series 2003-QS4 Trust

               Class                          Rating
               -----                          ------
               A-1, A-2, A-3, A-4             AAA
               A-5, A-6, A-P, A-V             AAA
               M-1                            AA
               M-2                            A
               M-3                            BBB
               B-1                            BB
               B-2                            B

                   RALI Series 2003-QS6 Trust

               Class                          Rating
               -----                          ------
               A-1, A-4, A-5, A-6             AAA
               A-7, A-8, A-13, A-14           AAA
               A-15, A-P, A-V                 AAA
               M-1                            AA
               M-2                            A
               M-3                            BBB
               B-1                            BB
               B-2                            B

                   RALI Series 2003-QS7 Trust

               Class                          Rating
               -----                          ------
               A-1, A-2, A-3, A-4             AAA
               A-5, A-P, A-V                  AAA
               M-1                            AA
               M-2                            A
               M-3                            BBB
               B-1                            BB
               B-2                            B


RFMSI: S&P Lifts Rating on Class B-2 Certificates to B
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes from RFMSI Series 2003-S4 Trust.  At the same time, the
ratings are affirmed on the remaining classes from this
transaction.

The raised ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the new analysis are significantly lower than the
original levels at issuance, primarily as a result of loan
seasoning, updated performance-based borrower quality scores, and
adjusted, lower LTV ratios due to property value appreciation.  As
a result, Standard & Poor's raised certain ratings to reflect the
credit support provided at the new, lower loss coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings. Standard & Poor's will
continue to monitor this transaction to ensure that the assigned
ratings accurately reflect the associated risks.


                         Ratings Raised

                   RFMSI Series 2003-S4 Trust

                                   Rating
                                   ------
                Class          To          From
                -----          --          ----
                M-1            AAA         AA
                M-2            AA+         A
                M-3            AA-         BBB
                B-1            A           BB
                B-2            B           BB

                         Ratings Affirmed

                   RFMSI Series 2003-S4 Trust

                Class                     Rating
                -----                     ------
                A-1, A-2, A-3, A-3A       AAA
                A-4, A-5, A-6, A-7        AAA
                A-8, A-9, A-10, A-11      AAA
                A-12, A-13, A-P, A-V      AAA


SAKS INC: Accepts $585.7 Million Outstanding Sr. Notes for Payment
------------------------------------------------------------------
Retailer Saks Incorporated (NYSE:SKS) has accepted for payment all
of the approximately $585.7 million in principal amount of its
outstanding senior notes tendered pursuant to its previously
announced tender offers and consent solicitations.  The tender
offers and consent solicitations expired as of midnight, New York
City time, on July 18, 2005.

The table sets forth information regarding the issues of notes
that were subject to the tender offers and consent solicitations
and the total amounts tendered and not withdrawn:

                        Outstanding
                         Principal    Title of     Amount     Percent
      CUSIP No.            Amount     Security    Tendered    Tendered
      ---------         ------------  --------    --------    --------
                                       7-1/2%
                                       Notes
      79377WAC2        $250,000,000   due 2010 $185,377,000     74.15%

                                      7% Notes
      79377WAM0        $208,105,000   due 2013 $202,399,000     97.26%

                                       7-3/8%
                                       Notes
      79377WAD0        $200,000,000   due 2019 $197,896,000     98.95%

Citigroup Global Markets Inc., Goldman, Sachs & Co., Banc of
America Securities LLC and Wachovia Securities acted as the dealer
managers for the tender offers and consent solicitations.

Saks Incorporated operates Saks Fifth Avenue Enterprises (SFAE),
which consists of 57 Saks Fifth Avenue stores, 52 Saks Off 5th
stores, and saks.com.  The Company also operates its Saks
Department Store Group (SDSG) with 232 department stores under the
names of Parisian, Proffitt's, McRae's, Younkers, Herberger's,
Carson Pirie Scott, Bergner's, and Boston Store and 47 Club Libby
Lu specialty stores.  On April 29, 2005, the Company announced
that it had entered into an agreement to sell 22 Proffitt's stores
and 25 McRae's stores to Belk, Inc.  The Company expects to
complete the sale on July 5, 2005, subject to various closing
conditions.

                       *     *     *

As reported in the Troubled Company Reporter on June 24 2005,
Standard & Poor's Ratings Services expects to raise its corporate
credit and senior unsecured debt ratings on Saks Inc. to 'B+' from
'CCC+' upon successful completion of a debt tender and consent
solicitation, and maintain those ratings on CreditWatch with
developing implications.

"This decision is a reflection of Saks taking a more proactive
approach to alleviate a potential acceleration of its debt," said
Standard & Poor's credit analyst Gerald A. Hirschberg.  Saks
received on June 15, 2005, a notice of a filing requirement
default by a hedge fund that owned more than 25% of the 2%
convertible senior notes.


SAKS INC: Noteholders Waive Reporting Deadline Until Oct. 31
------------------------------------------------------------
Each holder tendering approximately $585.7 million in principal
amount of Retailer Saks Incorporated's (NYSE:SKS) outstanding:

   -- $250 million of 7-1/2% notes due 2010
   -- $208.5 million of 7% notes due 2013
   -- $200 million of 7-3/8% notes due 2019

consented to certain proposed amendments and a waiver relating to
the indenture governing the holders' notes.

Accordingly, the Company has entered into supplemental indentures
with the indenture trustee for each issue.  The supplemental
indentures, among other things, extend to Oct. 31, 2005, for
purposes of the indentures, the Company's deadlines to file its
2004 Annual Report on Form 10-K and its first fiscal quarter 2005
Quarterly Report on Form 10-Q.

The waiver waives all defaults relating to the failure of the
Company to comply with the provisions of the indentures affected
by the proposed amendments.  The Company currently expects to file
its 2004 Annual Report on Form 10-K and its first fiscal quarter
2005 Quarterly Report on Form 10-Q on or before Sept. 1, 2005.

Citigroup Global Markets Inc., Goldman, Sachs & Co., Banc of
America Securities LLC and Wachovia Securities acted as the dealer
managers for the tender offers and consent solicitations.

Saks Incorporated operates Saks Fifth Avenue Enterprises (SFAE),
which consists of 57 Saks Fifth Avenue stores, 52 Saks Off 5th
stores, and saks.com.  The Company also operates its Saks
Department Store Group (SDSG) with 232 department stores under the
names of Parisian, Proffitt's, McRae's, Younkers, Herberger's,
Carson Pirie Scott, Bergner's, and Boston Store and 47 Club Libby
Lu specialty stores.  On April 29, 2005, the Company announced
that it had entered into an agreement to sell 22 Proffitt's stores
and 25 McRae's stores to Belk, Inc.  The Company expects to
complete the sale on July 5, 2005, subject to various closing
conditions.

                       *     *     *

As reported in the Troubled Company Reporter on June 24 2005,
Standard & Poor's Ratings Services expects to raise its corporate
credit and senior unsecured debt ratings on Saks Inc. to 'B+' from
'CCC+' upon successful completion of a debt tender and consent
solicitation, and maintain those ratings on CreditWatch with
developing implications.

"This decision is a reflection of Saks taking a more proactive
approach to alleviate a potential acceleration of its debt," said
Standard & Poor's credit analyst Gerald A. Hirschberg.  Saks
received on June 15, 2005, a notice of a filing requirement
default by a hedge fund that owned more than 25% of the 2%
convertible senior notes.


SAVVIS INC: Wells Fargo Provides $85 Million in Financing
---------------------------------------------------------
SAVVIS, Inc. (NASDAQ:SVVS) obtained $85 million in new financing
through a senior secured revolving credit facility with Wells
Fargo Foothill, Inc., as arranger and administrative agent, in
second quarter 2005.

The company used the funding to repay a $53.7 million capital
lease obligation with General Electric Capital Corporation,
resulting in projected savings in cash interest expense of
approximately $1 million in 2005 and $2.7 million in 2006.

Following the repayment, payment of fees and expenses related to
the refinancing, and reserves for letters of credit, borrowing
capacity of $17.2 million remained for use for working capital and
other general corporate purposes.  The interest rate on the
Facility is variable, based on LIBOR market rates, with an
interest rate at the time of the initial borrowing of one-month
LIBOR plus 3.00%, currently 6.2%.  The re-paid capital lease
obligation carried an interest rate of 9%, which was scheduled to
increase to 12% in September.  In addition, the new Facility
extended the maturity on borrowings from March 2007 to December
2008.

The Credit Agreement contains various affirmative, negative and
financial covenants.  If any event of default occurs and is not
cured within applicable grace periods set forth in the Credit
Agreement, or waived, Wells Fargo, may terminate the commitments
and declare the loans then outstanding to be due and payable in
whole or in part, together with accrued interest and any unpaid
accrued fees and all other obligations of Borrower accrued under
the Credit Agreement.

A full-text copy of the Credit Agreement between SAVVIS Inc. and
Wells Fargo Foothill, Inc., dated as of June 10, 2005, is
available at no charge at http://ResearchArchives.com/t/s?79

SAVVIS, Inc. (NASDAQ:SVVS) -- http://www.savvis.net/-- is a
global IT utility services provider that focuses exclusively on IT
solutions for businesses. With an IT services platform that
extends to 47 countries, SAVVIS has over 5,000 enterprise
customers and leads the industry in delivering secure, reliable,
and scalable hosting, network, and application services. These
solutions enable customers to focus on their core business while
SAVVIS ensures the quality of their IT systems and operations.
SAVVIS' strategic approach combines virtualization technology, a
global network and 24 data centers, and automated management and
provisioning systems.

At June 30, 2005, SAVVIS Inc.'s balance sheet showed a
$106,176,000 stockholders' deficit, compared to a $63,941,000
deficit at Dec. 31, 2004.


SAVVIS INC: June 30 Balance Sheet Upside-Down by $106.2 Million
---------------------------------------------------------------
SAVVIS, Inc. (NASDAQ:SVVS) reported that revenue for the second
quarter of 2005 totaled $167.2 million, compared to $173.0 million
in the second quarter of 2004 and $162.2 million in the first
quarter of 2005.

SAVVIS' consolidated net loss for the current quarter was
$21.3 million, compared to $60.0 million in the second quarter
2004 and $20.9 million in the first quarter 2005.  The second-
quarter 2005 net loss included $3.3 million of net restructuring
charges and $0.7 million of integration costs specifically related
to the integration of CWA operations acquired in March 2004.
Integration costs were $17.2 million in the second quarter 2004
and $2.1 million in the first quarter of 2005.

Cost of revenue, which excludes depreciation, amortization, and
accretion, was $108.6 million, down 16% from a year ago and down
just under 1% from the prior quarter.  Gross profit, defined as
total revenue less cost of revenue, was $58.6 million, up 33% from
a year ago and 10% from the first quarter 2005.  Gross margin,
defined as gross profit as a percentage of total revenue, was 35%
in the current quarter, up from 25% a year earlier and 33% in the
prior quarter.  Adjusted EBITDA* of $19.4 million increased
$25.9 million from negative Adjusted EBITDA of $6.5 million a year
earlier, and increased $3.7 million from $15.7 million in the
first quarter 2005.

"This was a great quarter for SAVVIS, as we continued to deliver
solid improvement in our financial results, demonstrating the
strength of our IT solutions for enterprises and our industry-
leading team of professionals," Rob McCormick, SAVVIS' chairman
and chief executive officer, said.  "Strong Adjusted EBITDA
reflects our success in the market, as new business drove
continued growth in our core Managed IP VPN and Hosting revenue.
Our SAVVIS team is committed to creating value for all our
shareholders by extending our leadership in the market with
innovative IT solutions."

                     Second Quarter Results

Total revenue for the second quarter decreased 3% from a year ago,
primarily reflecting pricing pressure in the wholesale services
market as well as the decline in revenue from Reuters, consistent
with previous company announcements.  Sequentially, revenue
increased 3% from the first quarter of 2005, driven by growth in
Hosting revenue and in Managed IP VPN revenue, both up 4%
sequentially, reflecting new business from existing and new
customers.

Cost of revenue was $108.6 million in the current quarter,
compared to $129.1 million in the same quarter last year and
$109.1 million in the first quarter of 2005.  Gross margin
improved to 35% in the current quarter, up from 25% in the same
quarter last year and from 33% in the first quarter 2005,
reflecting cost savings from continued network and hosting cost-
optimization programs.

Sales, general, and administrative expenses for the current
quarter were $39.2 million as compared to $50.4 million for the
same period last year and $37.4 million in the first quarter of
2005. As a percentage of revenue, SG&A was 23% in the current
quarter, down from 29% of revenue in the same quarter of 2004 and
unchanged from the first quarter of 2005, reflecting management's
ongoing focus on operating cost control.

Net restructuring charges of $3.3 million in the quarter included
payments to exit two long-term expense obligations: a naming
rights agreement for a St. Louis sports and entertainment arena
and a lease at a previously-vacated space.

                  Balance Sheet and Cash Flow

Net cash provided by operating activities was $0.2 million in the
second quarter, compared to $10.0 million in the first quarter and
use of $25.8 million in the second quarter 2004.  Second quarter
2005 operating cash flow included cash payments of $3.3 million
for acquisition and integration costs, compared to payments of
$21.9 million for those costs in the second quarter 2004 and
$3.3 million in the first quarter 2005.  Cash payments in the
second quarter 2005 also included $5.5 million to exit a naming-
rights agreement, which had obligated the company to make payments
totaling $62.1 million through 2020, and $2.0 million to exit a
long-term lease for unused space at favorable terms.  SAVVIS' cash
position at June 30, 2005, was $37.0 million compared to $50.3
million at March 31, 2005, largely reflecting the $10.8 million of
one-time cash payments discussed above. Day Sales Outstanding were
below 30 days.

                      Financial Outlook

"We're very pleased with our second-quarter financial
performance," Chief Financial Officer Jeff Von Deylen commented.
"Given the continued strength in revenue and Adjusted EBITDA
performance in the second quarter, as well as a record pace of new
business installations and continued improvement in customer
churn, we are refining our financial outlook for the full year
2005.  We anticipate continued strong performance in our core
Hosting and Managed IP VPN solutions, with some offset as revenue
from Reuters, our largest client, will be a lower percentage of
total revenue in the second half than in the first.

"We also improved our financial position in the quarter, using
available cash to terminate two long-term expense obligations, and
refinancing debt with a new credit facility with significantly
improved rates, increased maturity, and increased debt capacity.
We remain focused on delivering solid operating cash flow and
Adjusted EBITDA, which we view as key drivers of stockholder
value."

Based on current information, SAVVIS management's current
expectations for full-year 2005 financial results include:

   -- Total revenue in a range of $650-670 million, increased from
      previous expectation of $640-660 million, including:

         * Double-digit year-over-year growth in Hosting and
           Managed IP VPN revenue;

         * Lower revenue from Reuters, contributing 13-15% of
           total annual revenue, compared to 16% of total revenue
           in the first half of the year;

   -- Adjusted EBITDA in a range of $65-75 million, increased from
      previous expectation of $55-65 million; and

   -- Cash capital expenditures for business growth in a range of
      $43-48 million, increased from previous expectation of
      $40-45 million as a result of higher revenue expectations.

In addition, the company expects to generate positive cash flow in
the second half of 2005.

                   Operational Highlights

   -- Installed new business generating approximately $45 million
      of annualized revenue; backlog of approximately $28 million
      of annualized revenue.

   -- Rapid commercial adoption of virtualized utility services
      platform, deploying close to 1,000 virtual firewalls and
      load balancers, more than 560 virtual servers, and almost
      200 terabytes of virtualized storage to date.

   -- New customers signed include enterprises such as archibald
      ingall stretton..., MediaPass, MES Solutions, Wine.com, and
      Zoom Information.

   -- SAVVIS expanded relationships with existing customers
      including Easybroker, FTEN, Inc., and Reuters.

SAVVIS, Inc. (NASDAQ:SVVS) -- http://www.savvis.net/-- is a
global IT utility services provider that focuses exclusively on IT
solutions for businesses. With an IT services platform that
extends to 47 countries, SAVVIS has over 5,000 enterprise
customers and leads the industry in delivering secure, reliable,
and scalable hosting, network, and application services. These
solutions enable customers to focus on their core business while
SAVVIS ensures the quality of their IT systems and operations.
SAVVIS' strategic approach combines virtualization technology, a
global network and 24 data centers, and automated management and
provisioning systems.

At June 30, 2005, SAVVIS Inc.'s balance sheet showed a
$106,176,000 stockholders' deficit, compared to a $63,941,000
deficit at Dec. 31, 2004.


SUNGARD DATA: Moody's Rates Proposed $1.25 Billion Sr. Notes at B3
------------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to SunGard Data
Systems' proposed offering of $1.25 billion senior unsecured notes
due 2013.  In addition, Moody's has affirmed the company's
prospective (P)B2 corporate family rating and (P)B1 senior secured
bank credit facility rating.  The company's Baa3 ratings for its
$500 million existing senior notes and $600 million existing bank
credit facility remain on review for possible downgrade.

Upon successful closing of the company's acquisition by a
consortium of private equity investors, Moody's expects the review
for possible downgrade will be concluded with a downgrade of the
rating for the $500 million existing notes to B2 and withdrawal of
the $600 million existing bank facility rating.

The proposed note offering is part of a financing package to
consummate the $11 billion acquisition of SunGard by a consortium
of private equity investors.

The B3 senior unsecured notes rating reflects the effective
subordination of the notes to the company's secured debt and
SunGard's:

   1) significant debt to EBITDA leverage approximating 7x pro
      forma (including off-balance sheet securitization) for the
      transaction;

   2) challenges to improve and sustain the rate of organic
      revenue growth in Availability Services and Financial
      Systems businesses;

   3) exposure to financial services clients and competitors which
      continue to develop rival in-house services and systems.

These risks are mitigated by the company's:

   1) leading market positions in business continuity services as
      well as in broad sectors of financial institution, higher
      education and public sector software and processing systems
      markets;

   2) recurring revenue base from processing fees and multi-year
      outsourcing contracts; and

   3) widely diversified customer base.

The anticipated downgrade of the existing $500 million notes to B2
reflects all of the above noted factors as well as the value of
the security collateral that is expected to be granted to the
existing note holders; upon successful closing of the transaction,
the security collateral for the existing notes is expected to
consist of tangible assets as well as capital stock of
subsidiaries.  In contrast, the collateral package for the new
bank facilities is expected to consist of the collateral securing
the existing notes as well as intangible assets.  In Moody's
opinion, SunGard's intangible assets have value on a going concern
basis and provide a technical advantage to the collateral package
covering the new credit facility.

In addition, Moody's anticipates the existing notes, the new bank
facilities, as well as the new unsecured notes to receive upstream
guarantees from an identical set of U.S. operating subsidiaries.
As a group, the U.S. guarantor subsidiaries exclude broker dealer
subsidiaries, non-wholly owned subsidiaries, and subsidiaries of
the company's proposed A/R securitization facility.  For fiscal
year 2004, U.S. subsidiaries represented approximately 73% of
total assets, 70% of revenues, and 79%, or $954 million, of
EBITDA.

As part of the rating process, Moody's considered:

   1) Market Position:  SunGard has market leading positions
      across broad areas of financial services software and
      systems, business continuity, and is a leading provider of
      IT solutions to higher education institutions and the public
      sector.  In Financial Systems, approximately 80% of EBITA is
      generated by sector leading positions in the various
      divisions, calculated as at least one times revenues of the
      second largest competitor.  However, Moody's believes the
      company faces ongoing competition from large financial
      institutions, which continue to develop systems in
      competition with FS solutions.

   2) Recurring Versus Non-Recurring Revenue:  SunGard has an
      extensive portfolio of businesses with substantial recurring
      revenue.  Over 80% of the company's total revenues,
      excluding FS' software licenses and professional service
      fees, are recurring.  Over 90% of Availability Services
      revenue, provided by monthly subscription and software
      maintenance fees, is recurring.  In Availability Services,
      the company signs multi year contracts with onerous
      termination fees for early termination in excess of contract
      investment.

   3) Internal Revenue Growth:  The Company faces a challenge to
      improve and sustain its internal revenue growth in its
      Availability Services and FS businesses.  For fiscal year
      2004, excluding benefits from foreign exchange, AS' internal
      revenue growth was flat and FS' growth approximated 0.5%.
      For the first quarter of fiscal year 2005 and excluding
      benefits from foreign exchange, internal revenue growth for
      AS and FS improved to growth of about 2% and 5%,
      respectively.  Moody's notes that FS has shown steadily
      improving internal revenue growth momentum beginning with
      the third fiscal quarter of 2004.  The company's overall
      increase in internal revenue in the first quarter of 2005 is
      due primarily to an improvement in professional services fee
      revenue and an increase in license fees, both of which
      Moody's does not view as recurring revenue sources.

   4) Client Concentration:  SunGard has a highly diversified
      customer base.  The company serves over 20,000 customers,
      including the world's 50 largest financial services firms,
      with no customer representing more than 2% of revenues in
      2004.  Nonetheless, the company's FS business is exposed to
      a consolidating financial services industry.  In addition,
      the AS business has a financial services sector business
      concentration, excluding insurance companies, approximating
      20% of its revenues.  Large financial service firms have
      taken their business continuity systems in-house in recent
      years.  Therefore, Moody's believes SunGard AS remains
      vulnerable to further in-housing by the financial services
      sector, though Moody's anticipates the negative effects of
      further in-housing will be mitigated by SunGard's breadth of
      clients as no AS client represents more than approximately
      3% of AS revenues.

   5) Acquisition Strategy:  SunGard has been an acquisitive
      company, achieving growth primarily through acquisitions in
      recent years.  Moody's anticipates Sungard's prospective
      acquisition appetite will approximate $150 million to $200
      million per year.  If pursued, this appetite may conflict
      with the company's plans for optional debt repayment.  Since
      fiscal year 2002, SunGard's cash spending for acquisitions
      has ranged between $236 million and $800 million per year.

   6) Debt Leverage:  Pro-forma for the acquisition, SunGard's
      debt to trailing twelve month March 2005 EBITDA, excluding
      negative EBITDA of the divested BRUT business, is expected
      to be very high at roughly 7x (including A/R
      securitization).

   7) Liquidity:  At closing, the company is expected to have
      approximately $200 million cash balance as well as access to
      $1 billion revolving credit facilities.  As a condition of
      any borrowing under the proposed revolving credit facility,
      the company must re-represent no material adverse effect has
      occurred.  The company has cushion under the facilities'
      financial covenants and therefore availability from this
      revolver.  Moody's expects SunGard to generate free cash
      flow approximating $200 million or more per year, subsequent
      to mandatory debt repayment of about $40 million per year
      and prior to cash acquisition spending.  In addition,
      SunGard's $375 million accounts receivable securitization
      facility, to be fully drawn upon closing of the transaction,
      supports its liquidity needs.

These new ratings have been assigned:

   * B3 rating for $1.25 billion senior unsecured notes

These ratings have been affirmed:

   * (P) B2 corporate family rating (formerly Senior Implied
     rating)

   * (P) B1 rating on proposed $1 billion senior secured revolving
     credit facility due 2011

   * (P) B1 rating on proposed $4 billion senior secured term loan
     due 2013

These ratings remain on review for possible downgrade:

   * Baa3 rating on $600 million senior unsecured bank credit
     facility due 2009

   * Baa3 rating on $250 million senior unsecured notes due 2009

   * Baa3 rating on $250 million senior unsecured notes due 2014

Moody's has withdrawn and reassigned the corporate family rating
and senior secured ratings to Sungard Data Systems Inc. from
Sungard Data Systems Inc. (Old) in order to regularize Moody's
ratings.

Headquartered in Wayne, Pennsylvania, SunGard Data Systems
provides business continuity and business processing services.


UAL CORP: Judge Wedoff Approves $310-Mil Increase to DIP Facility
-----------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, informs the U.S. Bankruptcy Court for the Northern
District of Illinois that UAL Corporation and its debtor-
affiliates need additional DIP financing to complete their
restructuring initiatives and to meet their liquidity needs at
this crucial stage.  "Having adequate cash reserves is
particularly critical in light of sustained high fuel prices and
the intensely competitive pricing and revenue environments," Mr.
Sprayregen says.

Additional DIP financing will provide the Debtors with time to
complete their restructuring efforts.  It will also give the
Debtors' stakeholders confidence in the business operations,
minimizing the risk of stakeholders tightening trade credit,
demanding additional security deposits, or otherwise treating the
Debtors as a credit risk.

As a result of intense but constructive negotiations, the Debtors
reached favorable amendments to the Club DIP Facility, Mr.
Sprayregen says.  As outlined in the Securities and Exchange
Commission filing, the Club DIP Lenders will provide an increased
commitment of $310,000,000 over the existing Club DIP Facility.
The Club DIP Lenders will extend the maturity date of the
Facility through December 30, 2005, with an option for another
extension until March 31, 2006.  To exercise the option, the
Debtors must provide written notice by December 15, 2005.  The
Club DIP Lenders will decrease the interest rate by 25 basis
points along with other amendments that increase the Debtors'
operational and financial flexibility.  Additionally, the DIP
Lenders will extend the date by which the Debtors must provide an
updated business plan to August 31, 2005.

The Club DIP Lenders will waive any Events of Default:

   (a) due to the Debtors' failure to provide the 14-day notice
       of suspension of service on certain Primary Routes, as
       required by the Slot, Gate, Route Security Agreement;

   (b) any Events of Default due to the Debtors' failure to
       timely provide the Agents and each of the Lenders the
       unaudited cash flow report for March 2005 as per the
       Credit Agreement;

   (c) any Events of Default due to the Debtors' past surveying
       of Engines or Spare Engines, for example, breaking them
       down into their constituent models and parts;

   (d) any Events of Default due to payment of the $11,000,000
       non-refundable deposit by the Debtors to the sellers of
       the four Boeing 767-300 airplanes;

   (e) any Events of Default due to the Debtors' granting of
       liens and the potential sale of aircraft; and

   (f) any Events of Default due to the Debtors disposing or
       modifying the Gate Leaseholds for each winter season,
       starting in 2005, at Charles de Gaulle International
       Airport.

The Debtors covenant with the Lenders not to allow EBITDAR to
fall below:

         Month                          EBITDAR
         -----                          -------
     June 30, 2005                   $850,000,000
     July 31, 2005                   $850,000,000
     August 31, 2005                 $900,000,000
     September 30, 2005              $950,000,000
     October 31, 2005                $950,000,000
     November 30, 2005               $900,000,000
     December 31, 2005             $1,000,000,000
     January 31, 2006              $1,025,000,000
     February 28, 2006             $1,025,000,000

Pursuant to the Aircraft Mortgage Amendment, the Club DIP Lenders
will:

   (1) permit the Debtors to survey three additional Engines or
       Spare Engines;

   (2) clarify that the modifications made to the Aircraft
       Mortgage allow the Debtors to lease QEC kits along with
       the Engines and Spare Engines; and

   (3) increase to $22,000,000 the aggregate Orderly Liquidation
       Value of the Engines and Spare Engines, including attached
       QEC kits, that can be leased.

In exchange for entering into the Amendments, the Debtors
will pay JPMorgan Chase Bank and Citicorp USA, each a co-
administrative agent, $6,250,000 in fees.  The Debtors will
also pay the Club DIP Lenders a market fee equal to 0.05% of
$1,300,000,000, or $650,000.

Mr. Sprayregen explains that the Amendments provide the Debtors
with enhanced operational and financial flexibility.  The
Amendments will allow the Debtors to acquire and finance the
purchase of additional airplanes as the need arises, consistent
with the business plan.  The Debtors will also be able to survey
Engines and Spare Engines, dispose of certain Gate Leaseholds and
miscellaneous Airport Leases which the Debtors do not need, and
permanently relinquish two Primary Foreign Slots.

The Debtors believe that the amended Club DIP Facility represents
the best source of credit available because they could not obtain
unsecured credit of this size on the open market.  The Club DIP
Lenders are already familiar with the Debtors and its business.
The underwriters of the Club DIP Facility, specifically JPMorgan
and Citigroup, are among the few institutions capable of making
the size of commitments the Debtors require, particularly on an
expedited timetable.

At the Debtors' behest, Judge Wedoff approves the amended Club
DIP Facility in its entirety.

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


UAL CORP: Legislators Ratify Amendment to Bar Plan Termination
--------------------------------------------------------------
In a strong rebuke to United Airlines over its handling of its
employee pension plans, the House of Representatives approved on
June 24, 2005, an amendment by Representative George Miller
(D-CA) that, if enacted, would bar the Pension Benefit Guaranty
Corporation from terminating United's pension plans.

"This vote sends a strong message to United Airlines and any
other employers looking to follow United's lead: you can't just
walk away from the promises you made to your workers," Mr. Miller
said in a press release.  "Dumping pension plans onto the federal
government is not a way to cut your labor costs -- it is a last
resort to save your company."

The amendment, which Mr. Miller offered with Representatives Jan
Schakowsky (D-IL) and Joseph Crowley (D-NY), would prohibit the
PBGC from expending funds necessary to assume control of United's
pension plans.

Thirty-one Republicans joined 187 Democrats to support the
measure.  Mr. Miller said that the vote shows a growing
frustration in both parties with the failure of Republican
congressional leaders and the Bush Administration to help United
employees and to address the private pension crisis.

According to Mr. Miller, Congress and the Bush Administration
have sat idly by while over 120,000 United employees watch their
retirement security vanish.  The House believes that it is time
to act to protect workers' pensions.

In late April, the PBGC agreed to take over United's employee
pension plans, a move that would result in average pension
benefit cuts of 25% to 50% for over 120,000 United workers and
retirees.  The PBGC agreed to take over the plans even though it
had said in early April that at least one of the plans -- for the
Flight Attendants -- was healthy enough to continue, and even
though unions were attempting to continue negotiating with
United.

Mr. Miller says United Airlines is the poster child for what's
wrong with the private pension system in the country.  United did
not exhaust all alternatives to dumping its pension plans, and
the result was a strong rebuke from Congress.  United owes better
treatment to its employees and retirees, who have dedicated their
lives to the company.

United's agreements with the PBGC -- if they are allowed to stand
-- would transfer $6.6 billion in unfunded pension liabilities
onto the federal government, the largest corporate pension plan
failure in U.S. history.  Mr. Miller has warned that other
companies may look to the United situation to see if they, too,
can cut costs by dumping their pension plans, raising the specter
of a taxpayer bailout of the PBGC, which is already running a
$23.3 billion deficit.

Mr. Miller also noted that United employees have already agreed
to hundreds of millions of dollars in wage and benefit
concessions to try to help the airline emerge from bankruptcy.

The amendment must be approved by the Senate and signed into law
by President Bush to take effect, steps that normally would not
occur until at least September 2005.  Meanwhile, the PBGC is
moving forward with the United pension agreement.  But Mr. Miller
urged United and the PBGC to take note of the growing resentment
toward the abuse of the private pension system.

"United owes it to its employees and retirees to give them a fair
deal," Mr. Miller said.

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


UAL CORPORATION: Calls Back 600 Flight Attendants
-------------------------------------------------
United Airlines has asked 600 flight attendants who took
voluntary layoffs to return to work by Aug. 9, 2005, The
Associated Press reported.  United plans to call back 851 more by
the end of November 2005.

United needs more flight attendants because its aircraft are
operating near capacity due to increased passenger demand, United
spokesman Jeff Green told the AP.

The Association of Flight Attendants was pleased with the recall,
but said the shortage was created by other flight attendants
leaving after United's recent pay and benefit cuts.  "We've got
flight attendants leaving, and they need people to fill those
jobs," Sara Nelson Dela Cruz, a spokeswoman for the AFA, told AP.
"They're leaving because this isn't the same job it once was."

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


UNITED DEFENSE: Acquisition Prompts Moody's to Withdraw Ratings
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of United
Defense Industries, Inc. (corporate family and senior secured
credit facilities rated Ba2) as the entirety of the company's debt
has been retired as the result of the acquisition of United
Defense by UK defense contractor BAE Systems PLC.  This concludes
the ratings review, commenced on 7 March 2005, upon the
announcement the acquisition by BAE and its intention to repay all
of United Defense's debt outstanding.

These ratings have been withdrawn:

   * Senior secured revolving credit facility, due 2007,
     rated Ba2;

   * Senior secured term loans, due 2007 through 2009, rated Ba2;
     and

   * Corporate Family Rating (previously called the Senior Implied
     Rating) of Ba2.

Headquartered in Arlington, Virginia, United Defense Industries,
Inc. is a prime contractor of:

   * tracked, armored combat vehicles;

   * weapons delivery systems; and

   * other armaments and defense systems for the U.S. armed forces
     and allied military forces worldwide.


UNITED HOUSING: Court Approves GECC's Disclosure Statement
----------------------------------------------------------
The Honorable D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas approved the disclosure statement filed
by General Electric Capital Corporation in Unified Housing of
Kensington, LLC's chapter 11 case, according to a report appearing
in The Deal.  That ruling means Judge Lynn determined that the
Disclosure Statement contains the right amount of the right kind
of information necessary for the creditors to make an informed
decision on the plan, and GECC is now authorized to solicit
acceptances of its plan.

GECC is the Debtor's largest secured creditor and asserts an $18.5
million claim against the estate.  Unified Housing assumed the
debt after it bought the Kensington Apartments from ACLP
Kensington Park, LP, in March 2004.  GECC's claim is secured by
liens, assignments and security interests on the Kensington
Apartments.

General Electric's Plan provides for:

     a) the sale of the Kensington Apartments to pay all allowed
        claims; or

     b) the Debtor to retain the apartments, assume GE's loan
        and pay GE's claim in accordance with the loan agreement.

                     The Sale Alternative

The sale contemplated in the Plan requires the Debtor to sell the
apartments not later than Dec. 31, 2005.  GE will get
$18.5 million from the sale proceeds and the rest will be
distributed to other allowed claim holders.

If no sale is consummated by Dec. 31, the Plan will allow GECC to
foreclose on the property.

                  The Assumption Alternative

Under the loan assumption contemplated in the Plan, the Debtor
will keep the apartments but it will reinstate the GECC Note and
Obligations.  The maturity of GE's loan and allowed claim will
occur on Jan. 1, 2011.

The Court will convene a hearing on July 18, 2005, at 1:30 p.m. to
discuss the adequacy of information contained in the Disclosure
Statement.

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

    http://www.researcharchives.com/bin/download?id=050620002939

Headquartered in Dallas, Texas, Unified Housing of Kensington,
LLC, filed for chapter 11 protection on July 29, 2004 (Bankr. N.D.
Tex. Case No. 04-47183).  John P. Lewis Jr., Esq., at Cholette,
Perkins & Buchanan, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed above $10 million in
estimated assets and debts.


US AIRWAYS: Court Okays Tudor's $65 Million Investment Agreement
----------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates did not receive an
alternative investment proposal.  As a result, Judge Mitchell of
the U.S. Bankruptcy Court for the Eastern District of Virginia
approves each of the Investment Agreements, the Merger Agreement,
and the $65,000,000 offer to buy 3,900,000 shares from Tudor
Investment Corporation.  The Agreements are incorporated in the
Debtors' Plan of Reorganization.

Funding will occur along with other equity investments upon
completion of the merger between the Debtors and America West
Group Holdings.

As reported in the Troubled Company Reporter on July 8, 2005, the
other equity partners funding the US Airways' Plan and merger with
America West are:

   -- ACE Aviation Holdings Inc., ($75 million commitment) a
      Canadian holding company that owns Air Canada, Canada's
      largest airline with over $7.5 billion in annual revenues;

   -- PAR Investment Partners, L.P., ($100 million commitment) a
      Boston-based investment firm;

   -- Peninsula Investment Partners, L.P., ($50 million
      commitment) a Virginia-based investment firm; and

   -- Eastshore Holdings LLC, ($125 million commitment and
      agreement to provide regional airline services), which is
      owned by Air Wisconsin Airlines Corp., and its shareholders.

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)


USG CORP: Battle Brews to Terminate Debtors' Exclusive Periods
--------------------------------------------------------------
Dean M. Trafelet, the Official Representative for Future Asbestos
Personal Injury Claimants and the Official Committee of Asbestos
Personal Injury Claimants of USG Corporation and its debtor-
affiliates' chapter 11 cases object to the Debtors' request to
extend the:

   * the period within which they have the exclusive right to
     file a plan of reorganization to and including December 31,
     2005; and

   * the period within which they have the exclusive right to
     solicit acceptances for that plan to and including March 1,
     2006.

The Futures Representative and PI Committee tell Judge Fitzgerald
that the Debtors acknowledged in their request that the
declaratory relief action before the Bankruptcy Court and the
estimation of the Debtors' asbestos liability pending before the
District Court will consume "at least the next several months" and
"will not be concluded during the requested extension."

Maria Rosoff Eskin, Esq., at Campbell & Levine, LLC, in
Wilmington, Delaware, argues that it is senseless to hold up the
plan process and allow the Debtors' cases to remain in limbo
until those two complex litigations are fully completed.  Because
the need to conclude the pending litigation in the Debtors' cases
is not critical to the ability to propose a plan, Ms. Rosoff
notes, the Debtors or parties-in-interest should be able to
propose a plan taking into consideration the possible results of
those litigations.

"Although it may be more convenient for the Debtors to know the
results of the pending litigation, it not necessary for this
[C]hapter 11 proceeding to be placed in limbo until that time,"
Ms. Rosoff says.

Through their request, Ms. Rosoff asserts, the Debtors seek to
retain total control over the plan process, unencumbered by any
input from, and without any regard to, the interest of their
largest creditor constituency by far and away -- the asbestos
personal injury creditors.  Ms. Rosoff contends that any further
extension of exclusivity serves no purpose other than to allow
the Debtors to unreasonably delay their Chapter 11 cases at the
expense of the PI claimants, and that result is improper under
Section 1121(d) of the Bankruptcy Code.

Therefore, the Futures Representative and the PI Committee
strongly urge the Court to deny any further extension of the
Debtors' Exclusive Periods.

At this juncture, the parties intend to file a plan of
reorganization and simply wait to have a disclosure statement
hearing until the pending litigation is resolved.

Specifically, the Futures Representative and the PI Committee
would propose a "pari passu" plan that will provide for the pro
rata distribution of a combination of the Debtors' available
cash, notes, and stock in the Reorganized Debtors to be issued
under their proposed plan, as subsequently allocated by the
Court, to the trust established to compensate the asbestos PI and
property damage claimants, and all other general unsecured
claimants.

Ms. Rosoff explains that the plan will be self-executing based
on:

   (a) the District Court's estimation of the Debtors' present
       and future asbestos personal injury liability; and

   (b) the Bankruptcy Court's determination as to which of the
       Debtor entities are responsible for that liability.

Ms. Rosoff informs Judge Fitzgerald that the remaining value, if
any, after the pro rata payments will be distributed to the
Debtors' equity holders.

The Futures Representative and the PI Committee believe that a
pari passu plan is not premature and is clearly confirmable under
Section 1129 of the Bankruptcy Code because it treats all
similarly situated creditors, equally providing them with their
pro rata share of the distributable value of the Debtors'
estates.

          Creditors Committee Supports Debtors' Request

The Official Committee of Unsecured Creditors finds the Debtors'
request to extend their Exclusive Periods for an additional six
months both reasonable and practical in light of the current
posture and circumstances of the Debtors' Chapter 11 cases.

The Creditors Committee maintains that given the results of the
mediation process which crystallized the diverse positions of the
parties on the key issues -- particularly the estimation of the
asbestos liabilities -- it is evident that no party involved in
the Debtors' cases can realistically formulate a viable and
confirmable plan of reorganization while the asbestos personal
injury estimation and corporate structure litigations are
pending.

Accordingly, the Creditors Committee agrees with the Debtors that
no plan should move forward at the present time prior to the
conclusion of one or more of the litigations or further
resolution of the issues underlying those proceedings.

The Creditors Committee argues that if exclusivity were
terminated at this time, any plan that would be filed would still
require an estimation of the asbestos liabilities to satisfy
Section 524(g) of the Bankruptcy Code and confirmation
requirements, and thus, absent consensus, would lead to the same
litigation currently pending before the District Court and the
Bankruptcy Court.

The Creditors Committee notes that all the parties in the
Debtors' cases are now moving forward cooperatively with formal
and informal discoveries in both the estimation proceeding and
the corporate structure litigation.  With this regard, the
Committee assures the Court that no party is actually being
prejudiced by the continuation of the Debtors' Exclusive Periods.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/ -- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 91; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VARTEC TELECOM: Wants Court to Approve Settlement with Comdisco
---------------------------------------------------------------
The Honorable Steven A. Felsenthal of the U.S. Bankruptcy Court
for the District of Texas, Dallas Division, approved the
settlement agreement between Comdisco, Inc., and VarTec Telecom,
Inc., and its debtor-affiliates.

On Nov. 21, 1996, Excel Management Service, Inc., and Comdisco
executed a Master Lease Agreement.  Excel Communications, Inc.,
aka Exelcom, Inc., guaranteed all obligations under the lease
agreement.

Under the agreement, the Debtors leased several equipment in 1998
which should be returned on Dec. 31, 2005.  The Debtors' total
monthly rental for the equipment is $276,965.

According to the Debtors, they made a $985,097 postpetition
transfer to Comdisco.  The Debtors also claim that the lease
agreement are not unexpired leases but secured financing
transactions.  As such, Comdisco should have perfected its claims,
but have not, the Debtors say.

Comdisco, on the other hand, says it perfected its interests under
the lease agreement and could prove it.

In April 2005, the Debtors commenced an avoidance transfer suit
against Comdisco seeking to recover the $985,097 transfer it
claimed to have made.

To avoid a lengthy and costly litigation, the parties decided to
enter into a settlement agreement.  The agreement includes:

   a) a $690,000 payment from Comdisco to VarTec; and
   b) a $2,740,170 general unsecured claim will be asserted by
      Comdisco against the estates of Excel Management Service,
      Inc., and Exelcom, Inc.

Headquartered in Dallas, Texas, Vartec Telecom Inc.
-- http://www.vartec.com/-- provides local and long distance
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins, represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $100
million in assets and debts.


VARTEC TELECOM: Wants to Enter Into Agreement with Aegis Comms.
---------------------------------------------------------------
Vartec Telecom Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas permission to
enter into a Master Teleservices Agreement with Aegis
Communications Group.

The Debtors explain that their wireless customer calls have been
routed to their call center in Reno, Nevada, since Vartec walked
away from an executory contract with Afni, Inc., in April 2005.
The Debtors determined that once again, they should outsource
services relating to wireless customer calls.  Accordingly, the
Debtors want to enter into a new contract with Aegis under which
the company will serve as the new third-party provider for
wireless call center support services to the Debtors.

Pursuant to the Agreement, Aegis will provide telecommunications-
based call center functions to support the Debtors' customer
service, order entry, collections and back-office programs.
The Debtors will pay a minimum of 85% of forecasted volumes,
updated every two weeks.

The Debtor will pay Aegis' service fees and charges set forth on
detailed work statements.  Taxes payable by the Debtors will be
itemized as separate items on Aegis' invoices and will not be
included in Aegis' prices.

The terms of the Agreement will result in savings to the Debtors
of approximately $500,000 annually based on current call volumes.
Additional savings in fixed costs are also anticipated to result
from entering into this Agreement.

The Agreement is perpetual but may be terminated by either party
on 90 days' notice.

Headquartered in Dallas, Texas, Vartec Telecom Inc.
-- http://www.vartec.com/-- provides local and long distance
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No. 04-
81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq., and
Richard H. London, Esq., at Vinson & Elkins, represent the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, it listed more than $100 million in
assets and debts.


WAMU MORTGAGE: S&P Lifts Ratings on Four Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 13
classes from two transactions issued by WaMu Mortgage Pass-Through
Certificates.  At the same time, the ratings are affirmed on the
remaining classes from these transactions.

The raised ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the new analysis are significantly lower than the
original levels at issuance, primarily as a result of loan
seasoning, updated performance-based borrower quality scores, and
adjusted, lower LTV ratios due to property value appreciation.  As
a result, Standard & Poor's raised certain ratings to reflect the
credit support provided at the new, lower loss coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings. Standard & Poor's will
continue to monitor these transactions to ensure that the assigned
ratings accurately reflect the associated risks.


                           Ratings Raised

             WaMu Mortgage Pass-Through Certificates

                                           Rating
                                           ------
            Series      Class          To          From
            ------      -----          --          ----
            2003-S2     B-1            AA+         AA
            2003-S2     B-2            AA          A-
            2003-S2     B-3            A+          BBB
            2003-S2     B-4            BBB         BB
            2003-S2     B-5            BB          B
            2003-S5     C-B-1          AA+         AA
            2003-S5     C-B-2          AA          A
            2003-S5     C-B-3          A+          BBB
            2003-S5     II-B-1         AA+         AA
            2003-S5     II-B-2         AA-         A-
            2003-S5     II-B-3         BBB+        BBB
            2003-S5     C-B-4          A-          BB
            2003-S5     C-B-5          BB          B


                           RATINGS AFFIRMED

             WaMu Mortgage Pass-Through Certificates

        Series       Class                             Rating
        ------       -----                             ------
        2003-S2      A-1, A-2, A-3, A-4                AAA
        2003-S2      A-5, A-6, A-7, A-9                AAA
        2003-S2      A-11, X, P, R                     AAA
        2003-S5      I-A-1, I-A-2, I-A-3, I-A-4        AAA
        2003-S5      I-A-5, I-A-6, I-A-7, I-A-8        AAA
        2003-S5      I-A-9, I-A-10, I-A-11, I-A-12     AAA
        2003-S5      I-A-13, I-A-14, I-A-15, I-A-16    AAA
        2003-S5      I-A-17, I-A-18, I-A-19, I-A-20    AAA
        2003-S5      I-A-21, I-A-22, I-A-23, I-A-24    AAA
        2003-S5      I-A-25, I-A-26, I-A-27, I-A-28    AAA
        2003-S5      I-A-29, II-A, III-A, C-X, II-X    AAA
        2003-S5      C-P, II-P, R                      AAA
        2003-S5      II-B-4                            BB
        2003-S5      II-B-5                            B


WILLBROS GROUP: Lending Syndicate Waives Covenant Violations
------------------------------------------------------------
Willbros Group, Inc. (NYSE: WG) received an Amendment and Waiver
Agreement from its syndicated bank group led by Calyon Corporate
and Investment Bank to waive its non-compliance with certain
financial and non-financial covenants.

The Amendment provides for:

   -- The facility will be available immediately for the issuance
      of letters of credit and will be available for cash
      borrowings once the Company has met its Securities and
      Exchange Commission filing requirements.

   -- The total amount of the facility will be reduced to
      $100 million to reflect the anticipated utilization of the
      facility.

   -- Certain financial covenants were modified to reflect the
      Company's anticipated operating performance.

   -- The Company has agreed to maintain an aggregate cash balance
      of not less than $15 million.

   -- The Amendment requires that the Company meet its SEC filing
      requirements by Sept. 30, 2005.

The facility is scheduled to mature on March 12, 2007.  As of
June 30, 2005, the Company had no outstanding borrowings,
approximately $50 million in letters of credit outstanding, and,
with existing cash balances, the Company projects no need for cash
borrowings to support its operations for the foreseeable future.

                       Financial Update

The Company said it will provide an operational and financial
update to the investor community in the form of a 12b-25 filing it
expects to release in early August, followed by a conference call.
The Company has not filed its Form 10-K for 2004 nor its Form 10-Q
for the period ending March 31, 2005, due to an internal
investigation, which, although substantially complete, has delayed
the issuance of the Company's audited financial reports and their
filing, as required by the Securities and Exchange Commission.

Willbros Group, Inc. -- http://www.willbros.com/-- is a leading
independent contractor serving the oil, gas and power industries,
providing construction, engineering and other specialty oilfield-
related services to industry and government entities worldwide.

                        *     *     *

As reported in the Troubled Company Reporter on June 20, 2005,
Willbros Group received a notice of default from Whitebox Advisor,
Inc., after the Company delayed the filing of its annual report
with the Securities and Exchange Commission.

Whitebox Advisor claims to hold approximately 25.1% or $17,595,000
of the Company's 2.75% convertible senior notes due 2024.

                Audit Committee Investigation

As reported in the Troubled Company Reporter on May 23, 2005,
the Company disclosed that its Audit Committee has substantially
completed its investigation.  The Company and its external
auditors are reviewing and analyzing the results of the Audit
Committee's investigation in order to finalize the Company's
financial statements.

As previously reported in January 2005, the Company's Audit
Committee, with the assistance of independent counsel, has been
carrying out an investigation into the activities of James K.
Tillery, the former President of Willbros International, Inc., and
other employees and consultants of WII and its subsidiaries.  WII
and its wholly owned subsidiaries operate internationally outside
the United States and Canada.  WII is a wholly owned subsidiary of
Willbros Group, Inc.

Mr. Tillery resigned without severance benefits from Willbros
International, Inc. on January 6, 2005, as a direct result of
senior management's preliminary investigation into a tax matter
in Bolivia.  After Mr. Tillery's resignation, the Company
discovered numerous documents and encrypted computer files
indicating that Mr. Tillery may have been concealing other
improper activities.  Senior management promptly brought this
information to the attention of the Audit Committee, which then
launched its own independent investigation.


W.R. GRACE: Gets Court Nod to Implement 2005-2007 Incentive Plan
----------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware gave W.R. Grace & Co. and its debtor-affiliates
permission to implement the 2005-2007 Long-Term Incentive Plan for
their key employees as part of their continuing long-term and
performance-based incentive compensation.

The Debtors' 2005-2007 LTIP continues the implementation of that
overall strategy.  Mr. Carickhoff says the adoption and design of
the 2005-2007 LTIP is consistent with their ongoing LTIP and the
three prior LTIPs.

In all material aspects, the 2005-2007 LTIP provisions are
identical to the terms of the previous Court-approved LTIPs, in
that:

   (a) The payments under the 2005-2007 LTIP will consist of 100%
       cash.

   (b) Business performance is measured on a three-year
       performance period, commencing with 2005.

   (c) The applicable compounded annual three-year growth rate in
       core earnings before interest and taxes to achieve a 100%
       award of the 2005-2007 LTIP target payment will be 6% per
       annum.

   (d) Partial payouts for EBIT growth rates between 0% and 6%
       will be implemented on a straight-line basis.

   (e) The 2005-2007 LTIP payments will be increased at EBIT
       compounded annual growth rates in excess of the 6%, up to
       a maximum of 200% of the Base Target Payment at an annual
       compounded EBIT growth rate of 25%.

   (f) Payouts -- if earned -- will occur in 1/3 and 2/3
       installments in March, following two and three years of
       the plan.

   (g) The total target payout for the 2005-2007 LTIP will be no
       more than $11.8 million, which is the same total target
       payout with respect to prior LTIPs.

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)


* Brett Crabtree to Head Bridge Healthcare's New West Coast Office
------------------------------------------------------------------
Bridge Healthcare Finance announced the opening of new west coast
office office in Irvine, California, yesterday.  With offices in
Chicago, Illinois and Hartford, Connecticut, Bridge Healthcare
Finance now operates in three locations covering the Midwest and
the East and West Coasts.

Effective immediately, Bridge Healthcare Finance is pleased to
announce the appointment of Brett Crabtree (37) to Director,
heading the Irvine, California office.  Most recently, Crabtree
was Vice President of Marsh and McLennan's Private Equity and
Merger & Acquisition Services Group. Crabtree has extensive
business development and marketing experience particularly in
asset based lending. He began his financial services career with
FINOVA Capital's Healthcare Finance Group, where he worked for
several years, before leaving to join IBJ Whitehall's Retail
Finance Group (now Webster Retail Finance) as a senior level
marketing officer.

"The West Coast is an important market for Bridge Healthcare
Finance.  With our third office now open, we are looking forward
to expanding our presence throughout the United States," said
Randy Abrahams, founder and chief executive officer of Bridge
Healthcare Finance. "We are excited to have an experienced leader
like Brett Crabtree to manage our West Coast office.  He has great
relationships within the industry and financial community and will
be an invaluable resource to our growing base of healthcare
customers."

Mr. Crabtree holds a B.S. in Economics from the University of New
Hampshire's Whittemore School of Business and Economics and an
M.B.A. from Pepperdine University's Graziadio School of Business &
Management. He is currently a Board Member for the Orange County
Chapter of the Association of Corporate Growth, as well as a
member of the Turnaround Management Association, the Commercial
Finance Association, the American Bankruptcy Institute and The
Newport Business Forum.

               About Bridge Healthcare Finance

Bridge Healthcare Finance offers a combination of comprehensive
loan products, decades of financial expertise and an unparalleled
service approach unique to the healthcare lending industry.
Through accounts receivable, cash flow and real estate based term
loan lending products, Bridge is able to address the differing
capital needs of the healthcare industry.  Bridge is based in
Chicago, Illinois with offices in the Northeast and Southern
California. For more information visit Bridge Healthcare Finance
at http://www.bridgehcf.com/


* Laura Friedrich Joins Chadbourne & Parke's Private Equity Group
-----------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP named Laura
S. Friedrich, 33, as partner in the Private Equity Group, resident
in the Firm's New York office.  Ms. Friedrich joins Chadbourne
from Simpson Thacher & Bartlett LLP, where she had been a member
of its private funds group since 1996.

Ms. Friedrich has been primary fund counsel to numerous U.S. and
international private equity, real estate, mezzanine and hedge
funds and their sponsors, focusing on investments in the United
States, western Europe, Asia and the Middle East.  She has advised
on over $13 billion in fund raisings, negotiating with numerous
corporate, public and private pension plan, private family,
foundation and endowment, fund of fund and foreign government
investors.  Ms. Friedrich provides advice on fund formation,
structuring acquisitions and dispositions and other general fund
compliance matters (including the Advisers Act, tax, ERISA,
coinvestment and internal arrangements).

"Laura is a strong addition to our team. With her knowledge of
onshore and offshore fund formation, she complements the existing
strengths of our Firm in this area and reflects our continued
expansion in domestic and international private equity fund
transactions," said Talbert I. Navia, head of Chadbourne's private
equity group and founding partner of a middle-market private
equity firm.  "Moreover, as private equity funds increasingly
influence the financial marketplace, her extensive experience adds
another dimension to our ability to serve our clients' diverse and
complex investment needs."

"We are continuing to add depth in this market, and the addition
of Laura and her experience is a significant step for our planned
growth," added Charles K. O'Neill, Chadbourne's managing partner.
"She will strengthen our capabilities in private equity and fund
formation, and will be an enormous asset in helping us execute our
private equity initiative."

In March 2004, Chadbourne reorganized its Private Equity Group to
better capitalize on the Firm's capabilities by bringing together
private equity experts from seven of the Firm's U.S. and
international offices under a single organizational umbrella.  The
Private Equity Group's experience covers private equity, venture
capital, real estate, hedge funds and mezzanine funds, including
the structuring and formation of investment funds both in the
United States and abroad.  The investments of such funds cover a
diverse array of securities, industries and geographic areas,
including debt and equity in leveraged buy-outs and debt and
equity of distressed assets, such as power projects and securities
of U.S., European, Asian and Latin American companies.

The Private Equity Group's value-added services include providing
assistance in clients' capital raising activities through
introductions to potential investors; assistance in accessing
placement agents to raise capital; turn-key solutions for deal-
flow management and legal document management; and access to
senior and mezzanine lenders. Chadbourne's attorneys in the group
also assist clients in all aspects of fund development, from fund
formation to making investments and implementing exit strategies.

The Firm has represented numerous clients in private equity
matters, including Core Value Partners, J.H. Whitney & Co. LLC,
Praesidian Capital Investors, L.P., York Street Capital Partners,
Southern Cross Group, Rockland Capital Energy Investments LLC,
Reservoir Capital, Silver Point Capital, Energy Investors Funds,
Carlyle Riverstone and Paul Capital Partners. For more information
on Chadbourne's Private Equity Group, visit
http://www.chadbourne.com/privateequity/

"I am impressed by Chadbourne's experienced and entrepreneurial
Private Equity Group, which includes partners who have held senior
positions as principals at private equity funds and understand the
business and legal needs of general partners and their investment
funds," Ms. Friedrich noted.  "I am looking forward to playing a
key role in continuing to build Chadbourne's Private Equity
practice, as well as working together with colleagues across
multiple practice groups and throughout the United States and
Europe.  I am particularly drawn to the depth and breadth of
Chadbourne's many practice areas and to the collaborative way in
which the Firm approaches the private equity market. I am
delighted to be joining such an outstanding team of attorneys."

Ms. Friedrich earned a J.D. from the University of Pennsylvania
Law School, where she was executive editor of the University of
Pennsylvania Law Review, and an A.B., magna cum laude, from the
University of California, Berkeley.

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

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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