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      T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, June 29, 2005, Vol. 9, No. 152

                          Headlines

ADELPHIA COMMS: Details of Second Amended Plan of Reorganization
AMERIQUEST MORTGAGE: Moody's Rates Class M-10 Sub. Certs. at Ba2
AMERUS GROUP: Fitch Puts BB+ Rating on New Preferred Stock Issue
AMERUS GROUP: Moody's Rates New Preferred Stock Issue at Ba2
AMERUS GROUP: S&P Rates Proposed $250 Mil. Preferred Stock at BB+

AMES TRUE: Chief Financial Officer Judy Schichart Resigns
ANECO ELECTRICAL: Wants Until July 8 to File Chapter 11 Plan
ANTHRACITE 2005: S&P Assigns Low-B Ratings to Class F & G Certs.
AT&T CORP: 26 of 36 States & D.C. Clear SBC Merger Transaction
ATA AIRLINES: Wants to Hire Jefferies & SkyWorks as Advisors

ATA AIRLINES: Wants to Hire Mercer Management as Consultant
BEAR STEARNS: Moody's Rates Class M-8 Sub. Certificates at Ba2
C-BASS 2005-CB3: Moody's Rates Class B-4 Sub. Certificates at Ba1
CATHOLIC CHURCH: Finn & Brockley Resign as Mediators in Portland
CATHOLIC CHURCH: Portland Orgs. Want to Pay Counsel from Donations

COMBUSTION ENGINEERING: Files Modified Disclosure Statement
CONGOLEUM CORP: Wants Logan & Co. as New Official Claims Agent
CONTINENTAL AIR: Moody's Says EETC Amendments Won't Affect Ratings
COVANTA ENERGY: Sunbeam Wants to Reserve 195,396 Danielson Shares
CWMBS INC: Fitch Places Low-B Ratings on $1.452M Class B Certs.

CYTO PULSE: Court Approves Ichor Medical Settlement Agreement
DELTA AIR: Moody's Says EETC Amendments Won't Affect Low Ratings
DPAC TECH: Nasdaq Issues Delinquency Notice Due to Low Bid Price
EDDIE BAUER: Moody's Rates $300M Guaranteed Sec. Term Loan at Ba3
EL PASO: Financial Improvements Prompt S&P to Lift Rating to B

EXIDE TECH: Asks Bank Group to Waive One More Covenant Default
FEDERAL-MOGUL: Dr. Cantor Makes Case for Low Asbestos Estimation
FEDERAL-MOGUL: Names Jose Maria Alapont as Chairman of the Board
FISHER SCIENTIFIC: S&P Rates Proposed $500 Mil. Sr. Notes at BB+
GENESCO INC: Moody's Lifts Corporate Family Rating to Ba3 from B1

HBA GAS: Case Summary & 20 Largest Unsecured Creditors
HEALTHSOUTH CORP: Files Comprehensive 2000 to 2003 Annual Report
HEDSTROM CORP: Has Until Oct. 14 to Object to Proofs of Claim
HESTHAGEN FARM EQUIPMENT: Section 304 Petition Summary
HOVNANIAN ENT: Begins Offering of 4,000,000 Depositary Shares

HOVNANIAN ENTERPRISES: Moody's Rates $100M Preferred Stock at Ba3
HUFFY CORP: Reaches Agreement in Principle on Plan with Creditors
HUNTSMAN CORP: Prepays $50 Million of Senior Secured Bank Loans
INSIGHT COMMUNICATIONS: Refinancing $1.1 Billion Term B Loan
J.P. MORGAN: Moody's Rates Class T-B-5 Sub. Certificates at B2

KEYSTONE CONSOLIDATED: Court Approves Third Amended Disclosure
KEYSTONE CONSOLIDATED: Court Approves Insurance Settlement Deal
LAC D'AMIANTE: Committee Hires Stutzman Bromberg as Counsel
LAC D'AMIANTE: Committee Hires L Tersigni as Financial Advisors
LAC D'AMIANTE: Files Schedules of Assets & Liabilities

LBACK DEVELOPMENT: Hires Charles R. Chesnutt as Bankruptcy Counsel
LONGYEAR HOLDINGS: S&P Rates Proposed $375 Million Loans at B+
LYNN SOMPPI: Case Summary & 20 Largest Unsecured Creditors
MANUFACTURING TECHNOLOGY: Taps Jose Bigas as Bankruptcy Counsel
MERIDIAN AUTOMOTIVE: Court Okays Pact with NIPSCO, COH & Steuben

MERIDIAN AUTOMOTIVE: Committee Objects to Lazard Freres' Fees
MERRITT FUNDING: S&P Rates $37 Mil. Preferred Trust Certs. at BB
MIRANT CORP: Anders Maxwell Reveals Valuation Report Inaccuracies
MIRANT CORP: Says Deutsche Bank Must Prove Multi-Million Claims
MIRANT CORP: Asks Court to Okay Virginia Power Fuel Sale Contract

NATIONAL CENTURY: Yasmeh Wants Lincoln Medical Sale Order Enforced
NEIGHBORCARE INC: Board Rejects $1.7 Billion Omnicare Offer
NETEXIT INC: NorthWestern Reaches Agreement in Principle on Plan
OWNIT MORTGAGE: Moody's Rates Class B-5 Sub. Certificates at Ba2
PAETEC COMMS: S&P Rates Proposed $200 Million Sr. Sec. Loan at B

PARMALAT USA: AP Services Wants $1 Million Success Fee Paid
PCA INT'L: Moody's Rates Proposed $50M 2nd Lien Sec. Notes at B3
PERFUSION PARTNERS: Settles Patent Dispute with Cytomedix
QUIGLEY COMPANY: Legal Analysis Approved as Asbestos Consultant
REAL ESTATE: Moody's Rates Classes B7 & B8 Notes at Low-B

RESIX FINANCE: Moody's Puts Low-B Ratings on Classes B7 & B8 Notes
ROCKS-ANN TRUCKING: Case Summary & 20 Largest Unsecured Creditors
ROOMLINX INC: Inks Non-Binding Merger Pact with DISC Wireless
SASCO 2005-GEL1: Moody's Rates Class B Sub. Certificates at Ba2
SBC COMMS: Makes Significant Progress in Merger Approval Process

SCOTTISH RE: Moody's Rates Perpetual Preferred Stock at Ba1
SCOTTISH RE: S&P Rates Proposed $125 Mil. Preferred Stock at BB-
SEARS HOLDINGS: Expects to Fund $240 Million Into Kmart Pension
SEARS HOLDINGS: Dealer Store Owners Sue for Breach of Contract
SECOND CHANCE: Exclusive Plan Filing Period Stretched to Aug. 15

SECOND CHANCE: Creditors Must File Proofs of Claim by July 1
SOLUTIA INC: Sec. Creditor JPMorgan Complains of Right Deprivation
SOUNDVIEW HOME: Moody's Rates $6.16M Class M-10 Sub. Certs. at Ba1
STELCO INC: Ontario Court Extends CCAA Stay Until July 18
STELCO INC: Steelworkers Demand Company Live Up to Its Obligations

STRUCTURED ASSET: Moody's Rates Class B Mezzanine Certs. at Ba2
SWAN TRANSPORTATION: Wants Federal Settlement Agreement Approved
TANGER PROPERTIES: Moody's Lifts Sr. Unsec. Debt Rating to Baa3
TERAFORCE TECH: Wants to Extend 12% Debt Maturity to Avert Default
THAXTON GROUP: 15 Creditors Transfer $1,079,108 in Claims

UAL CORP: Wants to Increase DIP Financing to $1.3 Billion
UNITED DEFENSE: Fitch Lifts Senior Secured Debt Rating to BBB
UNITED DEFENSE: BAE Systems Sale Prompts S&P to Withdraw Ratings
UNITED RENTALS: Form 10-K Filing Delay Cues S&P to Retain Watch
VISTEON CORP: Inks New $300 Million Short-Term Credit Agreement

W.R. GRACE: Wants to Set Up New Specialty Building Facility
WESTPOINT STEVENS: Wants Court to OK Uniform Balloting Procedures
WESTPOINT STEVENS: Wants Open-Ended Lease Decision Deadline
WESTAR ENERGY: S&P Rates $400 Million First Mortgage Bonds at BB+

* F. Suarez & P. Serrano Join Adorno & Yoss' Atlanta Office

* Upcoming Meetings, Conferences and Seminars


                          *********


ADELPHIA COMMS: Details of Second Amended Plan of Reorganization
----------------------------------------------------------------
As reported in the Troubled Company Reporter on June 27, 2005,
Adelphia Communications Corporation and its debtor-affiliates
filed a second amended plan of reorganization with the U.S.
Bankruptcy Court for the Southern District of New York, together
with the related amended disclosure statement explaining the Plan.

                     Substantive Consolidation

The Second Amended Plan is premised on the "substantive
consolidation" of the ACOM Debtors into nine separate and distinct
Debtor Groups for purposes of voting, confirmation and
distribution:

    1. a Century Debtor Group, consisting solely and exclusively
       of the Century Debtors;

    2. a Century-TCI Debtor Group, consisting solely and
       exclusively of the Century-TCI Debtors and the Century-
       TCI Distribution Company;

    3. a FrontierVision Debtor Group, consisting solely and
       exclusively of the FrontierVision Debtors;

    4. an Olympus Debtor Group, consisting solely and exclusively
       of the Olympus Debtors;

    5. a Parnassos Debtor Group, consisting solely and exclusively
       of the Parnassos Debtors and the Parnassos Distribution
       Companies;

    6. a UCA Debtor Group, consisting solely and exclusively of
       the UCA Debtors;

    7. an Arahova Debtor Group, consisting solely and exclusively
       of the Arahova Debtors;

    8. a Funding Company Debtor Group, consisting solely and
       exclusively of the Funding Company Debtors; and

    9. a Holding Company Debtor Group, consisting solely and
       exclusively of the Holding Company Debtors.

Pursuant to the Second Amended Plan, on and after the Effective
Date, each of the Debtor Groups will be deemed consolidated for
these purposes:

    -- all assets and liabilities of the applicable Debtors within
       each Debtor Group will be treated as though they were
       merged with the assets and liabilities of the other Debtors
       within the Debtor Group;

    -- no distributions will be made under the Plan on account of
       any claim held by a Debtor against any other Debtor within
       its Debtor Group;

    -- except as provided in the Second Amended Plan, no
       distributions will be made on account of any Equity
       Interest held by a Debtor in any other Debtor within its
       Debtor Group;

    -- all guaranties of any Debtor of the obligations of any
       other Debtor within its Debtor Group will be eliminated so
       that any Claim against any Debtor and any guaranty thereof
       executed by any other Debtor and any joint or several
       liability of any of the Debtors within a Debtor Group will
       be one obligation of the Debtors within the Debtor Group;
       and

    -- each and every claim filed or to be filed in ACOM's Chapter
       11 Cases against any of the Debtors within a Debtor Group
       will be deemed filed against all of the Debtors within that
       Debtor Group, and will be one claim against, and obligation
       of, the Debtors within that Debtor Group.

"Substantive consolidation under the Plan will not affect any
Claims or Equity Interests held by a Debtor in or against a
Debtor in a separate Debtor Group," Bill Schleyer, chairman and
CEO of Adelphia, assures the Court.

The Second Amended Plan provides that the Intercompany Claims and
Equity Interests are accorded the treatment provided for the
Claims in the resolution of dispute between the Holding Company
Debtor Group and the Arahova Debtor Group -- the Arahova-ACC
Dispute -- provided, however, that the treatment of Intercompany
Claims under the Arahova-ACC Dispute Resolution will not affect
distributions to holders of Claims or Equity Interests in any
Debtor Group other than the Arahova Debtor Group and the Holding
Company Debtor Group.

On the Effective Date, each Intercompany Claim will be discharged
and satisfied under the Plan by means of:

    -- the Restructuring Transactions contemplated by the Plan;
       and

    -- allocations of Plan Consideration to the Debtor Group
       Reserves of that Intercompany Claim's Debtor Group in
       amounts that give effect to the relative seniority and
       treatment of the Intercompany Claim under the Plan.

Plan Consideration will consist of cash or Time Warner Cable Inc.
Class A Common Stock, or both.

According to Mr. Schleyer, all Intercompany Claims held by any
Debtor and any Non-Debtor Subsidiary will be reviewed by the
Reorganized ACOM Debtors and adjusted, continued, or discharged,
as determined by the Reorganized Debtors in their sole
discretion.

The Second Amended Disclosure Statement and the Second Amended
Plan are deemed a motion requesting the Bankruptcy Court to
approve the substantive consolidation as provided for in the Plan
as well as any additional consolidation that may be proposed by
the Debtors in connection with confirmation and consummation of
the Plan, Mr. Schleyer explains.

                      Plan Reserves and Escrows

The Second Amended Plan contemplates that the ACOM Debtors will
estimate appropriate reserves of Plan Consideration to be set
aside in connection with distributions with respect to:

    -- Subsidiary Notes Claims,
    -- Subsidiary Notes Existing Securities Law Claims,
    -- Trade Claims,
    -- Other Unsecured Claims,
    -- ACC Senior and Subordinated Notes Claims, and
    -- Claims against the Funding Company Debtor Group.

Under the Second Amended Plan, a newly formed limited liability
company, which will be managed by the Plan Administrator -- the
Distribution Company -- will reserve and hold in escrow in a
Debtor Group Reserve, for the benefit of the holders of Disputed
Claims and Equity Interests in each Debtor Group, certain
reserves of Plan Consideration to which the Disputed Claims would
be entitled if they were Allowed Claims, and any attributable
dividends, gains or income.

In addition to the Debtor Group Reserves, the Second Amended Plan
contemplates the establishment of other reserves, escrows and
holdbacks of Plan Consideration for various purposes:

    * Reserved Cash, initially for $50,000,000, to be held and
      used to fund costs of the Distribution Company, Plan
      Administrator and Reorganized Debtors after the Effective
      Date;

    * Transaction Escrows, to be funded by Time Warner NY Cable
      LLC, and Comcast in accordance with the Purchase Agreements
      with cash or TWC Class A Common Stock, or both, in the
      amounts, and used for the purposes, required in connection
      with the Purchase Agreements;

    * Tax Reserves, to be funded with cash in an amount to be
      determined, and used in connection with the payment of
      potential tax liabilities of the Reorganized Debtors
      relating to both pre- and post-bankruptcy periods;

    * The Bank Securities Indemnification Fund, to be funded with
      $25,000,000 cash for the funding of certain potential
      indemnification obligations of the Debtors under the
      Prepetition Credit Agreements; and

    * A Litigation Prosecution Fund, to be funded with
      $100,000,000 cash, to fund the costs of a Contingent Value
      Vehicle in pursuing a Designated Litigation;

Contingent Value Vehicle means the limited liability company
created under the Plan pursuant to a Contingent Value Vehicle
Agreement to, among other things, pursue the causes of action set
forth in the ACOM and TWC Purchase Agreements -- Designated
Litigation -- and to administer the proceeds of the Designated
Litigation.

In connection with the funding of the Reserves, on the Effective
Date:

    a. The Reserved Cash, the Bank Securities Indemnification
       Fund, the Transaction Escrows, the Tax Reserves and the
       Debtor Group Reserves will be funded with Cash and TWC
       Class A Common Stock as provided in the Second Amended Plan
       and, except for the Transaction Escrows, which will be held
       and maintained by an escrow agent, the reserves and funds
       will be transferred to the Distribution Company, and all of
       the issued and outstanding capital stock of ACOM will be
       deposited by the Distribution Company into the Debtor Group
       Reserves in proportionate amounts; and

    b. The Litigation Prosecution Fund will be funded with Cash
       and transferred to the Contingent Value Vehicle.


A full-text copy of the ACOM Debtors' Second Amended Plan is
available for free at http://ResearchArchives.com/t/s?38

A full-text copy of the ACOM Debtors' Second Amended Disclosure
Statement is available for free at:

              http://ResearchArchives.com/t/s?39

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue No.
97; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERIQUEST MORTGAGE: Moody's Rates Class M-10 Sub. Certs. at Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued in Ameriquest Mortgage Securities Series
2005-R3 transaction, and ratings ranging from Aa1 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by subprime mortgage loans originated
through Ameriquest's retail channel.  The ratings are based
primarily on the credit quality of the loans and on various forms
of credit enhancement including:

   * excess interest,
   * subordination,
   * overcollateralization, and
   * lender paid mortgage insurance.

Moody's expects collateral losses to range from 2.5% to 2.75%.

The complete rating actions are:

Issuer: Ameriquest Mortgage Securities Inc.

Securities: Asset-Backed Pass-Through Certificates, Series 2005-R3

Master Servicer: Ameriquest Mortgage Company

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


AMERUS GROUP: Fitch Puts BB+ Rating on New Preferred Stock Issue
----------------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to the $250 million AmerUs
Group Co. non-cumulative perpetual stock issuance.  The Rating
Outlook is Stable.

The proceeds from the perpetual preferred stock offering will be
used to repay the outstanding balance on a revolving line of
credit, which was drawn down to retire $125 million in maturing
senior debt earlier this month.  The remainder of the proceeds
will be used to repurchase AmerUs stock and for general corporate
purposes.

Fitch allocated 100% equity credit to the new issuance given the
perpetual term of the preferred stock combined with the non-
cumulative dividend feature.

According to Fitch's calculations, pro forma March 31, 2005
equity-adjusted debt-to-total capital at AmerUs was just below
13%.  The financial leverage calculation eliminated the $125
million senior debt outstanding at the time.

The two-notch gap between AmerUs' long-term issuer rating and its
perpetual preferred stock reflects the level of the long-term
issuer rating, the subordination to other outstanding hybrid
securities, and the amount of hybrid securities in the capital
structure.

AmerUs Group Co.'s fixed-charge coverage was 7.5 times (x) in
2004, eliminating realized/unrealized investment gains from the
earnings figure.  This level of fixed-charge coverage is
considered solid, and remains an important component in AmerUs
Group Co.'s debt ratings.

Fitch expects AmerUs to meet management's guidance for
profitability as measured by GAAP ROE (return on equity) of 12%,
adjusted debt-to-total capital below 25%, and NAIC (National
Association of Insurance Commissioners) risk-based capital in
excess of 300% of the company action level.

AmerUs Group Co., an insurance holding company, is headquartered
in Des Moines, Iowa, and reported total assets of $23 billion and
stockholders' equity of $1.6 billion at March 31, 2005.

   AmerUs Group Co.

     -- Perpetual preferred stock rated 'BB+'/Stable;
     -- Long-term issuer 'BBB'/Stable;
     -- OCEANs 'BBB-'/Stable;
     -- PRIDES 'BBB'/Stable.

   AmerUs Capital I

     -- Trust preferred 'BB+'/Stable.

   AmerUs Life Insurance Co.

     -- Insurer financial strength 'A'/Stable.

   Indianapolis Life Ins. Co.

     -- Surplus note 'BBB+'/Stable;
     -- Insurer financial strength 'A'/Stable.

   American Investors Life Insurance Co.

     -- Insurer financial strength 'A'/Stable.

   Bankers Life Insurance Co. of New York

     -- Insurer financial strength 'A'/Stable.


AMERUS GROUP: Moody's Rates New Preferred Stock Issue at Ba2
------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to AmerUs
Group Company's issuance of Non-Cumulative Perpetual Preferred
Stock in a 144A filing.  The proceeds of the Preferred Stock will
be used primarily to retire debt and to buy back shares of AmerUs'
common stock.

AMH (senior debt at Baa3, negative outlook) is a publicly traded
holding company and the owner of:

   * AmerUs Life Insurance Company,
   * American Investors Life Insurance Company, and
   * Indianapolis Life Insurance Company.

Each rated A3 for insurance financial strength, negative outlook.

The outlook for the preferred stock ratings is negative, in line
with other AMH ratings.

The Preferred Stock is perpetual and pays a fixed rate coupon for
the initial period of 10 years.  After this period, AMH has the
option to remarket the stock at a fixed rate for a new period, or
redeem the stock.  If the Preferred Stock is not remarketed or
redeemed, dividends will reset quarterly at a floating rate.  If
the stock is redeemed, AMH intends to replace the Preferred Stock
with another security that has equal or greater equity content.
Dividend payments are optional and can be deferred, but dividends
are not cumulative.

In addition to optional dividend deferral, covenants of the
Preferred Stock require mandatory suspension of dividends if
certain financial tests are not met. The tests for mandatory
suspension consist of:

   1) the NAIC risk based capital ratio (RBC) below 175% of
      Company Action Level for key life insurance companies; or

   2) (a) negative GAAP net income for the most recent trailing
          four quarter period;

      (b) GAAP equity decline of at least 10% over the most recent
          eight quarter period; and

      (c) insufficient increase of equity within the next two
          quarter period to an equity level that would have
          avoided a failure of the second test (i.e. 2b).

In case of liquidation, the Preferred Stock ranks junior to all
other creditors except common stock shareholders and holders of
other preferred stock.

Because of the equity-like features contained in the Preferred
Stock, the security will receive "Basket D" analytic treatment on
Moody's Hybrid Debt-Equity Continuum and the rating agency will
count it as 75% equity and 25% debt for financial leverage
calculations.  The dividends will be treated as presented under
GAAP and incorporated into the fixed charge coverage ratio.

Moody's said that the main contributing equity-like features of
the security include:

   a) a degree of permanence through the Preferred Stock's stated
      perpetual maturity and capital replacement language;

   b) the ability to suspend ongoing cash coupon payments through
      the action of mandatory cash coupon deferral triggers
      described above; and

   c) loss absorption as a result of the instrument's junior
      position in the group's capital structure.

Commenting further on the Preferred Stock issuance, Moody's noted
that because of its high equity content, and the planned repayment
of $100 million of bank debt with some of the proceeds, AMH's pro
forma financial leverage is projected to decline somewhat.
However, because of the company's planned repurchase of up to
$125 million of common stock, its cash coverage ratios will also
decline, which, Moody's notes, will weaken its financial
flexibility.

Moody's noted that AMH's ratings are based on:

   * its growing presence in the fixed annuity market through
     American Investors Life;

   * its profitable and growing block of life insurance;

   * the relatively high margins on its equity-indexed products;
     and

   * its limited exposure to mortgages and real estate.

These strengths are mitigated by:

   * the group's significant and growing reliance on equity-
     indexed products for new sales;

   * modest consolidated profitability;

   * earnings growth and statutory capitalization (albeit
     improving); and

   * a relatively high level of balance sheet intangibles.

Moody's commented further that a more recent concern is the
pending $110 million in civil lawsuits filed by the California
Attorney General and the California Insurance Commissioner, as
well as several separate class action lawsuits against AIL and two
of it its wholly owned marketing organizations for allegedly
operating a "living trust mill" (whereby agents convinced senior
citizens to use their retirement savings to buy AIL annuities via
a trust).  Uncertainties as to the outcome and potential financial
and reputational impact of these lawsuits on AMH caused Moody's to
change the group's rating outlook to negative from stable in
February 2005.  The rating agency added that full utilization of
the planned $125 million of Preferred Stock proceeds for the
repurchase common stock prior to the resolution of AMH's various
lawsuits could lead to a rating downgrade, given the uncertainty
regarding the ultimate outcome and settlement amounts.

AmerUs Group Company is a life insurance group headquartered in
Des Moines, Iowa.  At March 31, 2005, the company reported
consolidated GAAP assets of approximately $23 billion and
consolidated GAAP shareholders' equity of $1.6 billion.  American
Investors Life Insurance Company, AmerUs Life Insurance Company,
and Indianapolis Life Insurance Company are all wholly owned
subsidiaries of AmerUs Group Company.


AMERUS GROUP: S&P Rates Proposed $250 Mil. Preferred Stock at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' preferred
stock rating to AmerUs Group Co.'s (NYSE:AMH) proposed
$250 million Series A, non-cumulative, perpetual preferred stock
issue.

The rating has three notches of subordination to the 'BBB+' long-
term counterparty credit and senior debt ratings on AMH.  This is
one notch of subordination more than is generally assigned to
preferred stock issues and reflects the mandatory dividend
deferral triggers embedded in this issue.

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

AMH is the holding company for AmerUs Life Insurance Co., American
Investors Life Insurance Co. (Kansas), Indianapolis Life Insurance
Co., Bankers Life Insurance Co. of NY, and Financial Benefit Life
Insurance Co.

Both coverage and leverage have improved in the first quarter of
2005, as debt and hybrids outstanding remain unchanged and equity
grows.  Fixed-charge coverage is at the expected level for current
ratings and is anticipated to improve further (excluding this
issuance). Earnings and capital growth have been favorable.


AMES TRUE: Chief Financial Officer Judy Schichart Resigns
---------------------------------------------------------
Ames True Temper, Inc., reported that Judy Schuchart, Vice
President Finance and Chief Financial Officer, has resigned
effective July 18, 2005, to accept a Vice President of Finance
position with a multinational public company.  The Company will be
conducting a search for her replacement.

"During Judy's tenure here, she has made immeasurable
contributions to our Company and has been instrumental in bringing
our organization to its current world class level," commented Rich
Dell, CEO of Ames True Temper.  "We will miss Judy and wish her
well in her new venture."

Ames True Temper, Inc., is a leading North American manufacturer
and marketer of non-powered lawn and garden tools and accessories.

                         *     *     *

As reported in the Troubled Company Reporter on May 16, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ames True Temper Inc., a manufacturer of non-powered
lawn and gardening tools, to 'B-' from 'B'.

S&P said the outlook remains negative.  Camp Hill, Pennsylvania-
based Ames True Temper had about $330 million of debt outstanding
as of March 26, 2005.


ANECO ELECTRICAL: Wants Until July 8 to File Chapter 11 Plan
------------------------------------------------------------
Aneco Electrical Construction, Inc., asks the U.S. Bankruptcy
Court for the Middle District of Florida, Tampa Division, to
extend its exclusive period to file a chapter 11 plan until
July 8, 2005.  The Debtor also asks the Court to extend its
exclusive plan solicitation period until August 3, 2005.

The Debtor tells the Court that it's still evaluating its assets
and negotiating with creditors regarding the terms of a plan.

Headquartered in Clearwater, Florida, Aneco Electrical
Construction, Inc. -- http://www.anecoinc.com/-- is an electrical
and telecommunications company serving the commercial,
entertainment, industrial, medical, government and institutional
building markets in the southeastern United States.  The Company
filed for chapter 11 protection on Dec. 30, 2004 (Bankr. M.D. Fla.
Case No. 04-24883).  Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $51 million in estimated assets and $41 million in
estimated debts.


ANTHRACITE 2005: S&P Assigns Low-B Ratings to Class F & G Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Anthracite 2005-HY2 Ltd./Anthracite 2005-HY2 Corp.'s
$478.1 million CDO.

The preliminary ratings are based on information as of June 27,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    * the credit support provided by the subordinate classes of
      certificates,

    * the economics of the collateral,

    * the geographic and property type diversity of the
      collateral, and

    * the backup advancing provided by the trustee.

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

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

                 Preliminary Ratings Assigned
       Anthracite 2005-HY2 Ltd./Anthracite 2005-HY2 Corp.

     Class      Rating    Preliminary            Recommended
                            amount            credit support(%)
     -----      ------    -----------         -----------------
     A          AAA      $116,406,000                     75.65
     B          AA        $52,593,000                     64.65
     C          A         $32,360,000                     57.88
     D          BBB       $38,775,000                     49.77
     E          BBB-       $9,376,000                     47.81
     F          BB        $45,701,000                     38.25
     G          B         $41,906,000                     29.49
     Preferred
     shares     N.R.     $140,964,783                       N/A


       N.R. - Not rated.
       N/A - Not applicable.


AT&T CORP: 26 of 36 States & D.C. Clear SBC Merger Transaction
--------------------------------------------------------------
SBC Communications Inc. (NYSE: SBC) disclosed that clearances of
the SBC merger with AT&T Corp. have been completed in 26 of 36
states with approval or notification requirements and in the
District of Columbia, bringing consumers and businesses one step
closer to enjoying the benefits of innovative new communications
services from the combined company.

Participating in a panel discussion hosted by the New England
Conference of Public Utilities Commissioners, SBC General Counsel
James Ellis reiterated the company belief that the merger process
will be completed in late 2005 or in early 2006.

"The pace of review and clearance gives this merger a great deal
of momentum," said Mr. Ellis.  "Once we complete the merger, the
new company will contribute greatly to an era of vibrant
competition with greater access to innovative, next generation
technologies and a diverse base of providers."

To date, states which have cleared the merger include Colorado,
Delaware, Florida, Hawaii, Maine, Mississippi, Montana, New
Hampshire, North Carolina, Tennessee, Vermont, Virginia, and
Wyoming, and the District of Columbia.  Notification processes
have been completed in twelve other states including Connecticut,
Georgia, Idaho, Kentucky, Maryland, Massachusetts, Missouri,
Nebraska, Nevada, Rhode Island, South Dakota and Washington.

Merger review also is well under way at the U.S. Department of
Justice and the Federal Communications Commission.  In addition,
clearances have so far been obtained from nine of 14 countries.

Completed International reviews and clearances include Australia,
Austria, Estonia, Germany, Israel, Norway, Pakistan, Russia and
South Africa.

Post-merger, the companies will use their complementary strengths
to deliver advanced communications services to residential, small
and medium business, and to enterprise customers on a national and
global scale.

In connection with the proposed transaction, SBC Communications
Inc. filed a registration statement, including a proxy statement
of AT&T Corp., with the Securities and Exchange Commission on
March 11, 2005 (File No. 333-123283).  Investors are urged to read
the registration and proxy statement (including all amendments and
supplements to it) because it contains important information.
These documents may be obtained for free from SBC's Investor
Relations web site http://www.sbc.com/investor_relationsor by
directing a request to SBC Communications Inc., Stockholder
Services, 175 E. Houston, San Antonio, Texas 78205.  Copies of
AT&T Corp.'s filings may be accessed and downloaded for free at
the AT&T Investor Relations Web Site -- http://www.att.com/ir/sec
or by directing a request to AT&T Corp., Investor Relations, One
AT&T Way, Bedminster, New Jersey 07921.

SBC, AT&T Corp. and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from AT&T
shareholders in respect of the proposed transaction.  Information
regarding SBC's directors and executive officers is available in
SBC's proxy statement for its 2005 annual meeting of stockholders,
dated March 11, 2005, and information regarding AT&T Corp.'s
directors and executive officers is available in the registration
and proxy statement.  Additional information regarding the
interests of such potential participants is included in the
registration and proxy statement and other relevant documents
filed with the SEC.

SBC Communications Inc. -- http://www.sbc.com/-- is a Fortune 50
company whose subsidiaries, operating under the SBC brand, provide
a full range of voice, data, networking, e-business, directory
publishing and advertising, and related services to businesses,
consumers and other telecommunications providers. SBC holds a 60
percent ownership interest in Cingular Wireless, which serves more
than 50.4 million wireless customers.  SBC companies provide high-
speed DSL Internet access lines to more American consumers than
any other provider and are among the nation's leading providers of
Internet services.  SBC companies also now offer satellite TV
service.

For more than 125 years, AT&T (NYSE: T) has been known for
unparalleled quality and reliability in communications.  Backed by
the research and development capabilities of AT&T Labs, the
company is a global leader in local, long distance, Internet and
transaction-based voice and data services.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2005,
Standard & Poor's Ratings Services placed its ratings on various
AT&T Corp.-related synthetic transactions on CreditWatch with
positive implications.

The rating actions follow the Feb. 1, 2005 placement of the long-
term corporate credit and senior unsecured debt ratings assigned
to AT&T Corp. on CreditWatch with positive implications.

Moody's, S&P and Fitch have assigned their single-B and double-B
ratings to AT&T's outstanding public debt.


ATA AIRLINES: Wants to Hire Jefferies & SkyWorks as Advisors
------------------------------------------------------------
ATA Holdings Corp. and ATA Airlines, Inc., seek the U.S.
Bankruptcy Court for the Southern District of Indiana's authority
to employ Jefferies & Company, Inc., SkyWorks Capital, LLC, and
SkyWorks Securities, LLC, to assist them in procuring the
necessary capital to reorganize successfully.

According to Melissa M. Hinds, Esq., at Baker & Daniels, in
Indianapolis, Indiana, ATA selected Jefferies and SkyWorks because
of their extensive experience in the financing of companies in the
airline industry, including the reorganization and restructuring
of troubled companies, both out-of-court and in Chapter 11
proceedings.  The Investment Bankers have provided a broad range
of corporate advisory services to their clients including services
pertaining to:

   -- general financial advice;
   -- mergers, acquisitions and divestitures;
   -- special committee assignments;
   -- capital raising; and
   -- corporate restructurings.

Ms. Hinds tells the Court that SkyWorks is already familiar with
the Debtors and their reorganization efforts.  Since May 6, 2005,
the Debtors have employed SkyWorks for financial advisory services
in conjunction with ATA's fleet restructuring.

Jefferies vice chairman Andrew R. Whittaker relates that since
1990, the Firm has been involved in over 100 restructurings
representing over $75 billion in restructured debt.

In the proposed engagement, the Investment Bankers will act as
joint managers, joint bookrunners, joint arrangers and syndication
agents, and initial purchasers in connection with the structuring,
issuance and sale of:

   -- notes and other evidences of indebtedness;

   -- equity-linked securities; or

   -- equity securities by the Debtors pursuant to a public or
      private offering.

A DIP financing may precede the public or private offering with
all or some of the obligations under the DIP financing potentially
convertible into Debt, Convertible Securities or Equity
Securities.

The Investment Bakers will also provide testimony reasonably
required by the Debtors to obtain approval from the Court of a
proposed placement of debt or equity.

ATA will pay the Investment Bankers these fees:

   a. Upon the placement of Debt, a cash fee equal to 3% of
      the aggregate principal amount of Debt placed;

   b. Upon the placement of Convertible Securities, a cash
      fee equal to 4% of the aggregate principal amount or
      liquidation preferences in the case of preferred stock
      of Convertible Securities placed; and

   c. Upon the sale of Equity Securities, a cash fee equal to
      5% of the aggregate gross proceeds from the issuance of
      the Equity Securities.

Without regard to whether any transaction is consummated or the
engagement is terminated, the Debtors will pay to, or on behalf
of, the Investment Bankers, promptly as billed, all fees,
disbursements and out-of-pocket expenses incurred in connection
with the Engagement.  These include, without limitation, the fees
and disbursements of the Firms' counsel, travel and lodging
expenses, word processing charges, messenger and duplicating
services, facsimile expenses and other customary expenditures.

The Investment Bankers will hold a weekly call with the financial
advisors to the Official Committee of Unsecured Creditors, the
Air Transportation Stabilization Board and Southwest Airlines,
Inc., to update them on the progress of the transactions.

The Debtors believe that the services to be provided by Jefferies
and SkyWorks will not duplicate the services that other
professionals will be providing in the Debtors' Chapter 11 Cases,
including the services provided by Huron Consulting Group, LLC,
and the services already provided on fleet restructuring issues by
SkyWorks.  The Investment Bankers agree to use reasonable efforts
to avoid duplicating services provided by other professionals
advising the Debtors.

The Investment Bankers together, but not individually, may resign
at any time and ATA may terminate their services at any time, each
by giving prior written notice to the other.

Ms. Hinds attests that ATA and the Investment Bankers have
negotiated the terms and conditions of the Engagement at arm's-
length and in good faith.

Mr. Whittaker assures the Court that Jefferies and its
professionals do not hold interests adverse to the Debtors'
estates.  Mr. Whittaker, however, discloses that the Firm has
transacted with these entities in matters totally unrelated to
these Chapter 11 cases:

   -- Akin Gump Strauss Hauer & Feld LLP, Vedder Price Kaufman &
      Kammholz PC and other professionals, representing claimants
      and parties-in-interest; and

   -- A number of the lenders and trustees, including Bank of
      America, Citibank, Wachovia Bank, Wells Fargo Bank, NA,
      Loeb Partners, Stanfield Capital Partners LLC and John
      Hancock Funds.

Jefferies' trading department makes a market in and may have
bought and sold or otherwise effected transactions for customer
accounts and for their own accounts in the securities and
liabilities of the Debtors, Mr. Whittaker adds.  The Trading
Desk, however, is not and was not an investment banker for any
outstanding security of the Debtor in connection with the offer,
sale or issuance of a security of the Debtor.  Moreover, the
Trading Desk is physically separate from and does not share any
information with the investment banking group being retained.

Mr. Whittaker ascertains that any activities of the Trading Desk
activities relating to the securities of the Debtors do not
present a conflict of interest so that Jefferies should be
disqualified from the engagement.  Jefferies and its professionals
are "disinterested persons" under Section 101(14) of the
Bankruptcy Code.

Mr. Whittaker says that the Trading Desk may continue to buy or
sell, or otherwise effect transactions in the securities and
liabilities of the Debtors on an unsolicited basis for customer
accounts to maintain an orderly market for the securities.

                          *     *     *

ATA Holdings Corp (Pink Sheets:ATAHQ), the parent company of ATA
Airlines, announced that it intends to engage Jefferies & Company,
Inc., SkyWorks Capital, LLC and SkyWorks Securities, LLC to raise
funding to support ATA's exit from Chapter 11 reorganization.
The engagement is subject to approval by the U.S. Bankruptcy
Court for the Southern District of Indiana next month.

"ATA has made tremendous progress in restructuring its routes,
fleet and assets.  Our codeshare agreement with Southwest Airlines
provides a platform for future growth.  As we complete our
reorganization and emerge from bankruptcy in 2006, we need to make
sure our new business plan has sufficient capital to be
successful," said John Denison, ATA Airlines' CEO.

Jefferies & Company, Inc., a global investment bank and
institutional securities firm, has served growing and mid-sized
companies and their investors for over 40 years.  Headquartered in
New York, with more than 20 offices around the world, Jefferies
provides clients with capital markets and financial advisory
services, institutional brokerage, securities research and asset
management.  The firm is a leading provider of trade execution in
equity, high yield, convertible and international securities for
institutional investors and high net worth individuals.  Jefferies
is the principal operating subsidiary of Jefferies Group, Inc.
(NYSE:JEF) http://www.jefferies.com/

SkyWorks Capital LLC and SkyWorks Securities LLC, MEMBER:
NASD/SIPC, provide expertise to participants in and capital
providers to the aviation and aerospace sectors across a broad
spectrum of financial products.  The Companies provide advisory
services on financial restructurings, debt and equity offerings,
asset-based financings, and mergers and acquisitions.  Since
inception, SkyWorks Capital, and in instances where securities
transactions are involved SkyWorks Securities, have completed
assignments for clients such as AirTran Airways, American
Airlines, Chautauqua Airlines, Frontier Airlines, Independence
Air, JetBlue Airways and Virgin USA, as well as for creditor
committees, bank groups and investors in various corporate and
structured finance transactions and restructuring and advisory
assignments.

ATA Airlines, now in its 32nd year of operation, offers easy and
affordable travel to 30 cities on its own flights and more than 75
destinations through its codeshare agreement with Southwest
Airlines.  ATA serves major business centers and popular vacation
destinations in Hawaii, Florida and the Caribbean. Try ATA's 15-
times-a-weekday service between New York and Chicago-Midway.  For
more information, visit http://www.ata.com/

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


ATA AIRLINES: Wants to Hire Mercer Management as Consultant
-----------------------------------------------------------
ATA Airlines, Inc., seeks to employ Mercer Management Consulting,
Inc., to assist in the implementation of a maintenance reduction
strategy aimed at generating a $15 million to $20 million in
one-time and run rate cost savings.

Mercer has over 20 years of experience in providing bankruptcy
reorganization and executory contract consulting services to
financially troubled organizations.  The Firm has provided
consulting services in a number of large and mid-size airline
bankruptcy restructurings, including, UAL Corporation, America
West Airlines, TWA, Mark Air, Continental Airlines and States
West Airlines.

Melissa M. Hinds, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the initial scope of the cost reduction
strategy project with Mercer includes engine, airframe and
component maintenance as well as line maintenance at select
locations.  Upon implementation, savings may be realized through
lower cost of materials, lower cost of repairs, reduced inventory
and carrying costs, improved supplier terms, reduction in claims
and any differential in labor costs.

The project includes a development of baseline and forecasting
analysis, the evaluation of market based options and the
implementation of these decisions that drive immediate and
sustainable savings throughout ATA's aircraft maintenance supply
chain.

As outlined in the June 23, 2005 Engagement Letter, Mercer's
support will have six "critical work streams":

   (1) Establish/validate baseline costs and forecasted spend:

       -- Complete an 18-month spend analysis and three-year
          spend forecast;

       -- Review existing market responses to RFP's ATA already
          has in the market;

       -- Establish baseline analysis and forecasts necessary to
          evaluate market responses;

       -- Determine if the issuance of supplemental RFPs is
          necessary; and

       -- Develop, and disseminate supplemental RFPs

   (2) Analyze executory contracts in the Maintenance area and
       develop disposition plans:

       -- Review prepetition maintenance contracts and associated
          relationships;

       -- Develop disposition strategies for pre-petition
          maintenance contracts; and

       -- Execute contract disposition plan after initial round
          of maintenance strategy implementation is complete.

   (3) Develop and evaluate scenarios based on market responses

       -- Review existing responses and work done to date;

       -- Incorporate additional market responses as necessary
          based on scenario selected; and

       -- Develop cost-benefit and value creation ideas for
          decision support on maintenance strategy
          implementation.

   (4) Assist ATA in negotiations and implementation planning:

      -- Develop negotiation strategy;

      -- Host, facilitate and support negotiations, manage
         evaluation models;

      -- Provide strategic sourcing process discipline to drive
         contract negotiations forward;

      -- After contracts signing, Mercer will work with Baker &
         Daniels to prepare motions and supporting analysis for
         filing with the bankruptcy court as necessary.  In
         addition, Mercer will support ATA and Baker & Daniels in
         defense of all deals including, but not limited to, the
         preparation of expert witness testimony and serving as
         expert witnesses in court as requested by ATA; and

      -- Facilitate and support implementation planning with
         suppliers and maintenance organization.

  (5) Assist ATA in implementation and organization redesign to
      enable the maintenance organization:

      -- Complete evaluation and redesign of maintenance
         organization to fit and enable selected maintenance
         strategy;

      -- Bolster vendor management capabilities, training and
         tools, as appropriate; and

      -- Assist with development of job descriptions and
         evaluation of new employee candidates, as necessary.

  (6) Assist ATA with the development of communications to
      suppliers, the Official Committee of Unsecured Creditors,
      labor and other parties-in-interest.

Mercer will deploy two Directors, one Principal and three full
time consultants.  Mercer director Andy Schmidt will be program
director and will ensure that the team is focused on providing ATA
with clear and achievable high value results.  Tim Hoyland, senior
associate at Mercer, will serve as the project manager and ensure
that Mercer is meeting its objectives week to week.

ATA will pay a $270,000 monthly fee to Mercer.  ATA will also pay
reasonable counsel fees and out-of-pocket expenses incurred by
Mercer in connection with the Engagement.

ATA will employ Mercer's services for six months.  However, ATA
may, at any time, terminate Mercer's services, effective 30 days
after notification.

Mercer vice president Peter Walsh assures the Court that the Firm
and its consultants do not hold or represent an interest adverse
to any of the Debtors.  The Mercer Consultants are "disinterested
persons" under Section 101(14) of the Bankruptcy Code.

Mr. Walsh, however, notes that as part of its diverse practice,
Mercer provides consulting services in numerous cases, proceedings
and transactions involving many different professionals, some of
which may be potential parties-in-interest.  Because of its
responsibility to maintain strict client confidentiality, Mercer
will not disclose the services performed, or even the fact that
services were provided for those clients.

Mr. Walsh discloses that Mercer has in the past, or present,
transacted with these parties in matters totally unrelated to the
Debtors' Chapter 11 cases:

   -- Boeing Capital Corporation,
   -- Citibank,
   -- Fleet Capital Leasing,
   -- Gate Gourmet,
   -- Rolls Royce PLC,
   -- Sky Chefs,
   -- Xerox,
   -- Aetna,
   -- Bank of America,
   -- Bank of America Leasing & Capital Group,
   -- Boeing,
   -- General Electric,
   -- Honeywell,
   -- John Hancock Insurance,
   -- Metlife,
   -- Raytheon, and
   -- Standard Life Assurance Company

Mercer has not reviewed the relationship that members of the
Mercer engagement team may have with the U.S. Trustee, or any
person employed by the U.S. Trustee.

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


BEAR STEARNS: Moody's Rates Class M-8 Sub. Certificates at Ba2
--------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Bear Stearns Asset Backed Securities I
Trust, Asset-Backed Certificates, Series 2005-AQ1 and ratings
ranging from Aa2 to Ba2 to the subordinate certificates in the
deal.

The securitization is backed by first-lien subprime mortgage loans
with higher than average loan-to-values originated by Ameriquest
Mortgage Company.  The ratings are based primarily on:

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

      * subordination,

      * overcollateralization,

      * excess spread, and

      * a swap agreement entered into for the benefit of the
        certificateholders.

Moody's expects collateral losses to range from 5.75% to 6%.  EMC
Mortgage Corporation will service the loans.  Moody's has assigned
EMC Mortgage Corporation its top servicer quality rating (SQ1) as
a primary servicer of first lien subprime loans.

The complete rating actions are:

Bear Stearns Asset Backed Securities I Trust, Asset-Backed
Certificates, Series 2005-AQ1

   * Class I-A-1, rated Aaa
   * Class I-A-2, rated Aaa
   * Class I-A-3, rated Aaa
   * Class II-A-1, rated Aaa
   * Class II-A-2, rated Aaa
   * Class M-1, rated Aa2
   * Class M-2, rated A2
   * Class M-3, rated A3
   * Class M-4, rated Baa1
   * Class M-5, rated Baa2
   * Class M-6, rated Baa3
   * Class M-7, rated Ba1
   * Class M-8, rated Ba2


C-BASS 2005-CB3: Moody's Rates Class B-4 Sub. Certificates at Ba1
-----------------------------------------------------------------
Moody's Investors Services has assigned an Aaa rating to the
senior certificates in C-BASS's 2005-CB3 securitization of
subprime residential mortgage loans.  In addition, Moody's
assigned ratings ranging from Aa2 to Ba1 to the subordinate
certificates.

Moody's said that the mortgage pool backing the transaction, which
is seasoned about 7 months, is slightly riskier than a typical
subprime mortgage pool.  The rating on each class reflects the
amount of credit support available from:

   * subordination,
   * overcollateralization, and
   * excess spread available to absorb losses.

The strong servicing capabilities of the servicer, C-BASS
affiliate Litton Loan Servicing LP, will help reduce losses on the
underlying collateral pool.  Moody's has conferred upon Litton its
highest servicer quality rating, SQ1, for both special servicing
and primary servicing for prime and subprime quality mortgages.

C-BASS (Credit-Based Asset Servicing and Securitization) is a
mortgage investment company that focuses on:

   1) Purchasing;

   2) Servicing; and

   3) securitizing credit-sensitive residential mortgages, such
      as:

      a) scratch and dent,
      b) subprime, and
      c) sub- and non-performing loans.

C-BASS is also one of the top purchasers and special servicers of
rated and non-rated subordinate securities in both the prime and
subprime MBS markets.

The complete rating actions are:

Depositor: Merrill Lynch Mortgage Investors, Inc.

Series: C-BASS Mortgage Loan Asset-Backed Certificates, Series
        2005-CB3

Seller: Credit-Based Asset Servicing and Securitization LLC

Servicer: Litton Loan Servicing LP

   * Class AV-1, rated Aaa
   * Class AV-2, rated Aaa
   * Class AV-3, rated Aaa
   * Class AF-1A, rated Aaa
   * Class AF-1B, rated Aaa
   * Class AF-1C, rated Aaa
   * Class AF-2, rated Aaa
   * Class AF-3, rated Aaa
   * Class AF-4, rated Aaa
   * Class M-1, rated Aa2
   * Class M-2, rated A1
   * Class M-3, rated A2
   * Class M-4, rated A3
   * Class B-1, rated Baa1
   * Class B-2, rated Baa2
   * Class B-3, rated Baa3
   * Class B-4, rated Ba1


CATHOLIC CHURCH: Finn & Brockley Resign as Mediators in Portland
----------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the
District of Oregon appointed a panel of five individuals to act as
mediators in the Archdiocese of Portland in Oregon's Claims
Resolution Process:

   (1) Sid Brockley,
   (2) Alan Bonebrake,
   (3) Paul Finn,
   (4) Sid Lezak, and
   (5) Ed Leavy

Judge Leavy does not charge a fee.  Paul Finn charges $500 per
hour plus expenses, while the three local, non-judicial mediators
charge $250 per hour.

After the Court entered its order appointing the mediators, Ace
Property & Casualty Co., along with Certain Underwriters at
Lloyd's London and London Companies, Centennial Insurance,
Employers Surplus Lines Insurance Company, General Insurance,
Interstate Insurance, National Surety/Fireman's Fund, Oregon
Insurance Guarantee Association, and St. Paul Fire & Marine,
learned that certain parties objected to the mediators' disparate
hourly rates.

The Portland Insurers thought that the issue was resolved by the
parties agreeing to pay their pro-rata share of the mediators'
bills, resulting in each party paying their share of the mediators
mean rate of $250 per hour.

In May 2005, however, Mr. Finn advised the parties that he would
resign as an ACRP mediator.  The Portland Insurers worked
diligently, yet unsuccessfully, to reach a globally acceptable
means to retain him.  Another mediator, Mr. Brockley, likewise
resigned.

              Insurers Recommend Preddy as Mediator

The Portland Insurers believe that Helen Preddy, the head of the
United States Arbitration & Mediation in Minneapolis, Minnesota,
would make a good replacement.  Having mediated over 2,000 cases,
the Portland Insurers trust that Ms. Preddy has extensive
experience in mediating sex-abuse claims.

In a letter to Judge Perris, counsel for certain Tort Claimants,
Erin K. Olson, Esq., advised that the Tort Claimants support the
Portland Insurers' request to appoint Ms. Preddy as mediator.
Ms. Olson believes that four mediators will also be sufficient.

Accordingly, upon the agreement of the Portland Insurers, the
Tort Claimants, Portland, and the non-Debtor defendants, Judge
Perris appoints Ms. Preddy to serve as mediator along with Alan
Bonebrake, Sid Lezak and Ed Leavy.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Orgs. Want to Pay Counsel from Donations
------------------------------------------------------------------
Central Catholic High School Alumni Association and Central
Catholic High School Parents Association work year-round to raise
funds for the benefit of Central Catholic High School, a unit of
the Archdiocese of Portland in Oregon.  The Associations,
individually and acting in conjunction with the Central Catholic
High School Development Office, raise funds for the school through
a number of annual fundraising activities.  The Associations also
work with the Development Office to raise funds for capital
improvements and other special projects or needs.

Typically, with respect to the annual fundraising activities, the
majority of funds raised are expressly designated by the donors to
meet the area of Central Catholic's "greatest need."  Other donors
may request that their donations be restricted in their use to
fund, like for example, tuition assistance programs.

The donations are placed in an account set up to handle all
contributions for the school.  The funds are then disbursed
according to the donor's requested allocation of the funds.  The
funds are not placed in Archdiocesan accounts.

Daniel R. Webert, Esq., at Ball Janik LLP, in Portland, Oregon,
tells the U.S. Bankruptcy Court for the District of Oregon that
the funds donated to Central Catholic High School are held in
charitable trust for the benefit of those who attend or otherwise
benefit from the school.  As a result, the funds are not part of
Portland's bankruptcy estate.

Even accepting for purposes of argument that Central Catholic
High School is not a separate entity of the Archdiocese, Mr.
Webert points out that funds donated specifically for Central
Catholic High School are held in charitable trust for those
members of the public who would benefit from the school.
Therefore, the funds are not property of the estate.

For these reasons, the Associations ask Judge Perris for authority
to use the donations to pay its counsel, Ball Janik LLP, for the
firm's representation of the Central Catholic Associations in
connection with the adversary proceeding filed by the Tort
Claimants Committee.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


COMBUSTION ENGINEERING: Files Modified Disclosure Statement
-----------------------------------------------------------
Combustion Engineering, Inc., and its debtor-affiliates delivered
their Modified Disclosure Statement explaining their Plan of
Reorganization to the U.S. Bankruptcy Court for the District of
Delaware.

The Debtors' prepackaged Plan filed in February 2003 was rejected
by the United States Court of Appeals for the Third Circuit.  The
Third Circuit said that the factual findings by the Bankruptcy
Court were insufficient to support a Sec. 105 injunction against
Combustion Engineering's non-debtor Basic and ABB Lummus
affiliates.  The Third Circuit panel also said that a Sec. 105
channeling injunction can't extend to non-derivative third-party
actions against a debtor's non-debtor friends.  Further, the Third
Circuit questioned whether the two-trust structure and use of
"stub claims" in the voting process -- which allowed certain
asbestos claimants who were paid as much as 95% of their claims
prepetition to vote to confirm a Plan under which they appear to
receive a larger recovery than other asbestos claimants -- may
violate the Bankruptcy Code and the "equality among creditors"
principle that underlies it.  The Appeals Court sent the parties
back to the Bankruptcy Court and District Court.

The Modified Plan is a product of extensive negotiations among the
Debtors, ABB, the Official Representative for Future Asbestos
Personal Injury Claimants, the Official Committee of Unsecured
Creditors, the representatives of Certain Cancer Claimants,
certain non-debtor affiliates and other parties-in-interest.

The Debtors and their Official Committee of Unsecured Creditors
urge holders of Asbestos PI Trust claims to vote to accept the
Plan, arguing that recoveries under the modified chapter 11 plan
are far greater than what they'll get under a chapter 7
liquidation.

Under the Modified Plan, treatment of claims other than asbestos
personal injury claims remain unchanged.

Priority claims, secured claims, workers' compensation claims,
general unsecured claims will be unimpaired.

The Plan separates the tort claimants into two classes:

   a) Non-participants to the CE Settlement Trust will be subject
      to a channeling injunction.  The injunction will require
      the tort claimants to assert their claims against the
      Asbestos PI Trust.  The Trust will be funded with
      substantial assets including ABB's $232 million
      contribution.

   b) Participants in the CE Settlement Trust will also be
      subject to a channeling  injunction.  The participants will
      receive a release of any preference claims and fraudulent
      transfer claims from the Debtors.  They will also be
      permitted to keep any distributions that have been or will
      be made from the CE Settlement Trust.

The Asbestos PI Trust will act as a Qualified Settlement Fund as
defined in the Treasury Regulations under Section 468B of the
Internal Revenue Code.

The Modified Plan also contemplates Lummus' filing of a chapter 11
case to liquidate its assets and create the Lummus Asbestos PI
Channelling Injunction Trust.  The Trust will contribute
$204 million to the Asbestos PI Trust upon the sale of Lummus.

                   Valuation & Plan Funding

Under the Plan, CE's US$812,000,000 value is delivered to the
Sec. 524(g) Trust for the benefit of present and future claimants.
In addition:

      (1) ABB contributes:

          (a) 30,298,913 shares of its stock, initially valued
              at $50,000,000, but with a current market value
              exceeding $81,000,000;

          (b) a financial commitment to pay $250,000,000 to the
              Trust in pre-agreed installments from 2004 to 2009
              (guaranteed by certain ABB affiliates);

          (c) up to $100,000,000 more from 2006 through 2011 if
              certain performance benchmarks are achieved; and

      (2) Asea Brown Boveri contributes:

          (a) an indemnification of all of CE's environmental
              liabilities, which has a value of around
              $100,000,000;

          (b) a release of its indemnification rights against CE
              for asbestos claims asserted against Asea Brown
              Boveri after June 30, 1999;

          (c) a note evidencing Asea Brown Boveri's agreement to
              contribute almost $38,000,000 on account of the
              asbestos claims attributable to:

                 -- Basic, Incorporated (CE acquired this
                    acoustical plaster manufacturer in 1979) and

                 -- ABB Lummus Global, Inc. (CE acquired
                    this manufacturer of feed water heaters that
                    used asbestos-containing gaskets in
                    transactions stretching from 1930 to 1970);

      (3) Lummus and Basic release and assign all of their
          interests in insurance covering asbestos personal
          injury claims, including certain CE-shared policies.

                         About ABB

ABB -- http://www.abb.com-- is a leader in power and automation
technologies that enable utility and industry customers to
improve performance while lowering environmental impact.  The
ABB Group of companies operates in more than 100 countries and
employs about 146,000 people.  As of Dec. 31, 2004, ABB listed
$24,677,000,000 in total assets and $5,534,000,000 in total debts.

S&P rates ABB's 3-3/4% $500 million note due on Sept. 30, 2009, at
BB- while Moody's assigns its Ba2 rating on the same note.

                Combustion Engineering's History

Combustion Engineering was formed in Delaware in 1912 as
The Locomotive Superheater Co. and manufactured and sold
superheaters for steam locomotives.  From the 1930s forward,
CE's core business is designing, selling and erecting power-
generating facilities, including major steam generators.  CE
also services large steam boilers and related electrical power
generating equipment.  From the 1930s through the 1960s,
asbestos insulation was used on many CE boilers.

                   Bankruptcy Professionals

Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart LLP, and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent Combustion Engineering.

The Blackstone Group, L.P., provides CE with financial advisory
services.

David M. Bernick, Esq., at Kirkland & Ellis, provides legal
advice to ABB.

The CE Settlement Trust, holding the largest unsecured claim
against CE's estate, is represented by Hasbrouck Haynes, Jr.
CPA, at Haynes Downard Andra & Jones LLP.


CONGOLEUM CORP: Wants Logan & Co. as New Official Claims Agent
--------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates ask from the U.S.
Bankruptcy Court for the District of New Jersey for permission to:

   (a) terminate the services of Congoleum's existing official
       claims agent, The Altman Group, Inc.; and

   (b) authorize the nunc pro tunc appointment of Logan & Company,
       Inc., as the new official Claims, Balloting and Noticing
       agent.

On January 7, 2004 the U.S. Bankruptcy for the District of New
Jersey authorized Altman to serve as the official claims,
balloting and noticing agent of Debtor.

After undertaking a review of their chapter 11 expenses, the
Debtors determined that they should explore ways to reduce the
costs associated with soliciting acceptances of their Fifth
Modified Plan.  To that end, the Debtors obtained estimates from
both Altman and Logan for their mailing, balloting and tabulation
services.  Logan's estimate was substantially less than Altman's
proposal.  Based upon that result, the Debtors believe that
significant cost benefits will inure to the estates if the Debtors
are permitted to hire Logan.

The Debtors want Logan to, among other things:

   (a) serve as the Court's noticing agent to mail notices to the
       estate's creditors and parties-in-interest;

   (b) provide solicitation and computerized balloting database
       services; and

   (c) provide expertise and assistance in claims and ballot
       processing and with the dissemination of other
       administrative information related to the Debtor's
       bankruptcy case.

Specifically, Logan will:

   (1) within five business days after the service of a particular
       notice, caused to be filed with Clerk's Office a
       certificate of service that includes:

       * a copy of the notice served;

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

       * the date and manner of service.

   (2) maintain:

       * a register of ballots received for plan voting, and
       * a claims register.

   (3) together with the Debtors:

       * compile the lists of addresses to whom Solicitation
         Packages will be sent;

       * distribute Solicitation Packages;

       * receive all Ballots and Master Ballots;

       * tabulate the results of the balloting process; and

       * submit the results to the Bankruptcy Court for purposes
         of determining acceptance or rejection by interest
         holders of the Plan.

   (4) if necessary, provide witness testimony relating to their
       balloting or other services provided to the Debtors.

Logan's fees and expenses incurred in the performance of the
above-referenced services will be treated as an administrative
expense of the Debtor's chapter 11 estates and will be paid by the
Debtors in the ordinary course of business.

To the best of the Debtor's knowledge, neither Logan nor any
employee thereof has any connection with the Debtors, their
creditors, or any other party-in-interest herein.

Kate Logan, a member of Logan & Company, Inc., assures the Court
that they are "disinterested persons," as that term is defined in
section 101(4) of the Bankruptcy Code.

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago. Domenic
Pacitti, Esq., at Saul Ewing, LLP, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $187,126,000 in total assets and
$205,940,000 in total debts.


CONTINENTAL AIR: Moody's Says EETC Amendments Won't Affect Ratings
------------------------------------------------------------------
Moody's Investors Service commented that the recent amendments to
the liquidity facilities that provide credit support to the Series
1999-1 (Class A, B and C) and Series 1999-2 (Class A-1, A-2, B,
and C-1) Enhanced Equipment Trust Certificates of Continental
Airlines Inc. would not affect the current ratings assigned to
these Certificates:

     Series 1999-1:

        * Baa3 for Class A;
        * Ba2 for Class B; and
        * B2 for Class C;

     Series 1999-2:

        * Baa3 for Class A-1 and A-2;
        * Ba2 for Class B; and
        * B2 for Class C-1.

The Amendments to the liquidity credit agreements were made as a
result of the phasing out of existing state guarantees for German
public-sector financial institutions (Anstaltslast and
Gewaehrtraegerhaftung) as agreed by the European Commission and
the German authorities in July 2001.  Obligations of Bayerische
Landesbank (Moody's short-term rating of Prime-1 and its issuer
rating is Aaa), including the liquidity facility for the
Certificates, are subject to this change in government support.

Essentially, the existing guarantees for public-sector financial
institutions will be removed in July 2005, however, any
liabilities incurred by these financial institutions before July
18, 2005 and maturing before the end of 2015, or issued before
July 18, 2001 irrespective of their maturity, will continue to
benefit from the "grandfathering" through these state guarantees.
State support has been a fundamental underpinning of the ratings
assigned to Bayerische Landesbank as well as those of other German
Landesbanks (see Moody's special comment "Updated Analytical
Rationale for the Future Non-Guaranteed Ratings of German
Landesbanken" and recent announcement "Moody's Indicates Future
Non-Guaranteed Ratings for Nine German Public-Sector Banks").

The original liquidity facilities supporting the Certificates were
structured as a 364 day renewable line of credit and as such,
would have become new commitments at the next maturity date and no
longer supported by the German state.  The Amendments allowed the
liquidity provider, Bayerische Landesbank, to "term-out" its
commitments therefore retaining German state support through
December 31, 2015.

If such support is not maintained, the rating of the liquidity
facility provider could be adjusted downward.  Should that rating
decline to a level below A1, P-1, the Trustee for the Certificates
would be required to either arrange for an alternate facility or
make a drawing of funds to cash collateralize the bank's
obligation.  The Amendments have the effect of continuing to tie
the rating of the liquidity facility provider to that of the
German state.

The implementation of the Amendments to the liquidity credit
agreements does not affect the current ratings of the
Certificates.

Bayerische Landesbank is the initial provider of liquidity
facilities for this transaction, which are designed to provide for
drawings sufficient to pay interest on the Certificates up to the
amount necessary to pay the equivalent of 18 months interest in
the event of a shortfall or default in payments from Continental
Airlines.  The liquidity facilities do not provide for drawings to
pay for principal or premiums on the Certificates.  Any
outstandings under the liquidity facility have a lien prior to
that of the certificate holders on the proceeds from any
liquidation of the underlying aircraft collateral.


COVANTA ENERGY: Sunbeam Wants to Reserve 195,396 Danielson Shares
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Apr. 6, 2005, Covanta Energy Corporation President and Chief
Executive Officer Anthony J. Orlando discloses that Danielson
Holding Corporation, the parent of Covanta, entered into a stock
purchase agreement with American Ref-Fuel Holdings Corp., and Ref-
Fuel's stockholders on January 31, 2005.  Danielson intends to
purchase 100% of the issued and outstanding shares of Ref-Fuel
capital stock.

Ref-Fuel is an owner and operator of waste-to-energy facilities in
the northeast United States.

Under the terms of the Purchase Agreement, Danielson will pay
$740 million in cash for Ref-Fuel's stock, and will assume
Ref-Fuel's consolidated net debt, which as of December 31, 2004,
was $1.2 billion, net of existing debt service reserves and other
restricted funds held in trust to pay debt service.  After the
transaction is completed, Ref-Fuel will be a wholly owned
subsidiary of Covanta.

                         *     *     *

Pursuant to the Debtors' Second Joint Plan of Reorganization,
Sunbeam Opportunities (Cayman) Master Fund L.P., as a member of
Subclass 3B creditors of Danielson Holding Corporation, was
entitled to receive 195,396 shares of Danielson common stock.

Sunbeam owns $3 million in principal amount or 3% of Subclass 3B
Secured 9.25% Debenture Claims due on March 2022.

To establish its entitlement to receive the shares, John A.
Morris, Esq., at Kronish Lieb Weiner & Hellman LLP, in New York,
recounts that Sunbeam mailed its ballot in favor of the Second
Amended Plan on February 6, 2004, more than two weeks before the
deadline for submission of ballots.  The Second Amended Plan was
approved in March 2004.

However, it was not until late May or early June 2005, after over
a year's worth of follow-up conversations with representatives of
the Debtors, that Sunbeam learned that its vote in favor of the
Second Amended Plan had not been counted.

The Danielson shares were scheduled to be distributed to members
of the Subclass on June 22, 2005.  Since Sunbeam's vote was not
counted, Mr. Morris contends that Sunbeam will be excluded from
the pro rata distribution and will not receive the shares to which
it is entitled.  If the offering proceeds as scheduled, Sunbeam
will suffer substantial and irreparable harm in the form of the
loss of any prospect of receiving its pro rata share of the stock.

By this motion, Sunbeam asks the Court to issue a temporary
restraining order placing in reserve the 195,396 Danielson shares
to which Sunbeam would be entitled had its vote been counted.
Sunbeam wants to preserve its opportunity to demonstrate that its
vote should be counted.

Mr. Morris points out that Sunbeam has not had an opportunity to
contest Danielson's failure to count its vote.  Documentary
evidence shows that Sunbeam took all steps within its control to
vote in favor of the Second Plan, and diligently pursued its
claims.

Specifically, the evidence shows that Sunbeam:

   (a) gathered the information necessary to complete the
       Ballot for the express purpose of voting on the Second
       Plan;

   (b) sought to purchase additional Subclass 3B claims on the
       express condition that those claims had voted in favor of
       the Second Plan;

   (c) carried its investment in Covanta at a value consistent
       with having voted in favor of the Second Plan; and

   (d) engaged in continuous communications with the Debtors and
       others to learn, among other things, when the Danielson
       shares would be distributed.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 80;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CWMBS INC: Fitch Places Low-B Ratings on $1.452M Class B Certs.
---------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2005-15:

     -- $399.4 million classes A-1 through A-8, PO and A-R
        certificates (senior certificates) 'AAA';

     -- $9.8 million class M certificates 'AA';

     -- $2.5 million class B-1 certificates 'A';

     -- $1.2 million class B-2 certificates 'BBB';

     -- $830,000 class B-3 certificates 'BB';

     -- $622,000 class B-4 certificates 'B';

The 'AAA' rating on the senior certificates reflects the 3.75%
subordination provided by the 2.35% class M, the 0.60% class B-1,
the 0.30% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4, and the 0.15% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4
are rated 'AA', 'A', 'BBB', 'BB', and 'B', based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing), rated 'RMS2+' by Fitch, a direct wholly owned
subsidiary of Countrywide Home Loans, Inc..

The certificates represent an ownership interest in a group of 30-
year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$392,416,515, as of the cut-off date, June 1, 2005, secured by
first liens on one- to four- family residential properties.  The
mortgage pool, as of the cut-off date, demonstrates an approximate
weighted-average loan-to-value ratio of 72.47%.  The weighted
average FICO credit score is approximately 743.

Cash-out refinance loans represent 26.00% of the mortgage pool and
second homes 6.83%.  The average loan balance is $538,294.  The
three states that represent the largest portion of mortgage loans
are California (45.25%), New Jersey (5.86%), and Virginia (4.69%).
Subsequent to the cut-off date, additional loans were purchased
prior to the closing date, June 24, 2005.  The aggregate stated
principal balance of the mortgage loans transferred to the trust
fund on the closing date is $414,999,529.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Approximately 99.61% and 0.39% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the expanded underwriting guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios, and different documentation requirements
than those associated with the standard underwriting guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CYTO PULSE: Court Approves Ichor Medical Settlement Agreement
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Maryland
approved a settlement agreement between Ichor Medical Systems,
Inc. and Cyto Pulse Sciences, Inc.  The court also confirmed
Ichor's $19.2 million allowed claim against Cyto Pulse.  Under the
terms of the agreement, Ichor, the Debtor's largest creditor, will
receive cash payments totaling $3.25 million, and anti-dilutive
preferred stock representing 20% of the equity of the reorganized
Cyto Pulse.  To secure payment of the $3.25 million, the agreement
provides Ichor with a security interest in all of Cyto Pulse's
assets.

In 2003, at the conclusion of a three-week trial, a jury found
that Cyto Pulse had misappropriated certain Ichor intellectual
property and awarded Ichor $13.9 million in damages.  That
judgment led the court to grant Ichor an equitable assignment of
all the intellectual property rights at issue in the case.  Cyto
Pulse incorporated the misappropriated technology into their
product, PA-201, a programmable pulse switch.  Subsequently, Cyto
Pulse filed for relief under Chapter 11 of the U.S. Bankruptcy
Code.

"We are pleased that the final resolution of this dispute returns
to Ichor certain intellectual property rights and provides the
means for a recovery on the monetary damages," said Robert
Bernard, CEO of Ichor Medical Systems.  "To maintain our rightful
ownership and exclusive control over the technology, it was
necessary to pursue this matter to its ultimate conclusion.  We
are continuing to make rapid progress toward the clinical
development and commercialization of our TriGrid(TM) Delivery
System for the intracellular delivery of biologic compounds."

Ichor Medical Systems, Inc. -- http://www.ichorms.com/-- is a
private company developing products based on the in vivo
application of electroporation.  Ichor's proprietary TriGrid(TM)
Delivery System uses electrical fields to increase DNA drug
delivery efficiency by up to 1,000 fold.  This approach employs a
device-based system to enhance the delivery of virtually any DNA
vaccine or therapeutic protein.  By enabling the effective
administration of this class of drugs, the company will leverage
the substantial investments made by others in the DNA drug sector
to develop high-margin integrated products. The company's initial
development efforts are focused on the integration of the
TriGrid(TM) Delivery System with existing DNA drugs for which
initial safety and efficacy have been characterized.

Headquartered in Columbia, Maryland, Cyto Pulse Sciences, Inc., is
in the business of inventing, developing and manufacturing medical
equipment and devices for laboratory applications.  The Company
filed for chapter 11 protection on June 12, 2003 (Bankr. Md. Case
No. 03-59544).  Alan M. Grochal, Esq., and Richard D. Rosenthal,
Esq., at Tydings and Rosenberg, represent the Debtor in its
restructuring efforts.  As of June 30, 2002, the company listed
$1,913,305 in assets and $19,469,309 in debts.  The Court
confirmed the Debtor's chapter 11 plan on Apr. 21, 2005.


DELTA AIR: Moody's Says EETC Amendments Won't Affect Low Ratings
----------------------------------------------------------------
Moody's Investors Service commented that the recent amendments to
the liquidity facilities that provide credit support to the Series
2000-1 (Class A-1, A-2, B and C) and Series 2002-1 (Class G-1, G-2
and C) Enhanced Equipment Trust Certificates of Delta Air Lines,
Inc. would not affect the current ratings assigned to these
Certificates:

     Series 2000-1:

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

     Series 2002-1:

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

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

The Amendments were made as a result of the phasing out of
existing state support for German public-sector financial
institutions (Anstaltslast and Gewaehrtraegerhaftung) as agreed by
the European Commission and the German authorities in July 2001.
Obligations of WestLB AG (Moody's short-term rating of Prime-1 and
its issuer rating is Aa2), including the liquidity facility for
the Certificates, are subject to this change in government
support.

Essentially, the existing guarantees for public-sector financial
institutions will be removed in July 2005, however, any
liabilities incurred by these financial institutions before July
18, 2005 and maturing before the end of 2015, or issued before
July 18, 2001 irrespective of their maturity, will continue to
benefit from the "grandfathering" through these state guarantees.
State support has been a fundamental underpinning of the ratings
assigned to WestLB AG as well as those of other German Landesbanks
(see Moody's special comment "Updated Analytical Rationale for the
Future Non-Guaranteed Ratings of German Landesbanken" and recent
announcement "Moody's Indicates Future Non-Guaranteed Ratings for
Nine German Public-Sector Banks").

The original liquidity facilities supporting the Certificates were
structured as 364 day renewable lines of credit and as such, would
have become new commitments at their next maturity date and no
longer supported by the German state.  The revisions made to the
liquidity facilities supporting the Certificates, except for the
Series 2002-1 Class G-1, allow the liquidity provider, WestLB AG,
to "term-out" its commitment therefore retaining German state
support through December 31, 2015.  The liquidity facility
supporting the Class G-1 Certificates will not be "termed-out" and
will not retain the benefits of West LB's continued German state
support once it is renewed after July 18, 2005.  The revisions to
the liquidity facilities of the Certificates also allow for the
issuance by a guarantor of a liquidity guarantee of WestLB's
obligations as long as the rating of the guarantor equals or
exceeds the threshold ratings (A1, P-1) for this transaction.

If the German State support is not maintained, the rating assigned
to the liquidity facility provider could be adjusted downward.
Should that rating decline to a level below A1, P-1, and should no
liquidity guarantee be obtained, the Trustee for the Certificates
would be required to either arrange for an alternate facility or a
liquidity guarantee or to make a drawing of funds to cash
collateralize the bank's obligation.  The Amendments have the
effect of continuing to tie the rating of the liquidity facility
provider to that of the German state which in turn benefits all
liquidity facilities except the Series 2002-1 Class G-1 liquidity
facility which will not be termed-out.

The Amendments do not affect the current ratings of any class of
certificates in this transaction.

WestLB AG is the initial provider of liquidity facilities for this
transaction which are designed to provide for drawings sufficient
to pay interest on the Certificates up to the amount necessary to
pay the equivalent of 18 months interest in the event of a
shortfall or default in payments from Delta Air Lines, Inc.  The
liquidity facilities do not provide for drawings to pay for
principal or premiums on the Certificates.  Any outstanding
amounts under the liquidity facility have a lien prior to that of
the certificate holders on the proceeds from any liquidation of
the underlying aircraft collateral.


DPAC TECH: Nasdaq Issues Delinquency Notice Due to Low Bid Price
----------------------------------------------------------------
On June 22, 2005, DPAC Technologies Corp. (NASDAQ:DPAC) received a
Notification of Additional Delinquency from the Nasdaq Listing
Qualifications Hearing Panel indicating that DPAC failed to meet
the bid price requirement in Marketplace Rule 4310(c)(4), which
required DPAC to achieve a minimum bid price of $1.00 per share
for at least ten consecutive trading days by June 20, 2005, in
order to continue its listing on the Nasdaq SmallCap Market.

DPAC was originally notified on June 21, 2004, that the bid price
of its common stock did not comply with Marketplace Rule
4450(a)(5), but was provided 180 calendar days, or until Dec. 20,
2004 to regain compliance.  Subsequently, on Aug. 4, 2004, DPAC
transferred to The Nasdaq SmallCap Market and as set forth in
Marketplace Rule 4310(c)(8)(D), it was afforded the remainder of
this market's 180 calendar day compliance period, or until
December 20, 2004 to regain compliance with the minimum $1.00 bid
price per share requirement, as set forth in Marketplace Rule
4310(c)(4).

Thereafter, on December 21, 2004 Nasdaq Staff notified the Company
that in accordance with Marketplace Rule 4310(c)(8)(D), the
Company was provided an additional 180 calendar days, or until
June 20, 2005 to regain compliance with the $1.00 minimum bid
price requirement under Marketplace Rule 4310(c)(4). Nasdaq's
Marketplace rules do not provide the Company with any further
compliance periods beyond June 20, 2005.

DPAC has not been delisted pending the outcome of its appeal to
the Nasdaq Listing Qualifications Hearing Panel.  On June 16,
2005, DPAC presented its arguments to a Nasdaq Listing
Qualifications Hearings Panel that the previously announced merger
with QuaTech, Inc. will provide a mechanism to regain compliance
with the minimum bid price and minimum shareholders equity
requirements of the Nasdaq SmallCap Market.  The Hearings Panel
has not yet rendered a decision in the appeal.

If DPAC is delisted for any reason, DPAC currently intends to
complete the transaction with QuaTech and that its common stock
would trade on the over-the-counter bulletin board.

                        Quatech Agreement

On April 26, 2005, DPAC entered into a definitive agreement with
QuaTech, Inc. that sets forth the terms of a proposed acquisition
by us of Quatech, Inc. through a triangular stock-for-stock
merger.  For accounting purposes, the transaction may be
considered a reverse-acquisition of us by QuaTech, Inc.  Following
the transaction, QuaTech would be a wholly-owned subsidiary of
DPAC.  Under the definitive agreement, QuaTech's shareholders and
stakeholders would receive DPAC shares in an amount equal to 150
percent of the amount of DPAC's partially diluted shares on a
record date on the terms and subject to the conditions of the
agreement. Also, the Company intends to issue and sell additional
shares or securities for purposes of helping us to conserve
working capital, to finance the QuaTech transaction, and to
provide the Company with added working capital.

The transaction would involve a change of control, in that it is
likely that voting control of DPAC may be given to former
shareholders of QuaTech.  If the principal former shareholders of
QuaTech were to act in concert, they might be able to elect a
majority of DPAC's Board of Directors

QuaTech -- http://www.quatech.com/-- a privately-held company, is
an industry performance leader in device networking and
connectivity solutions.  Through design, manufacturing and
support, QuaTech maintains the highest levels of reliability and
performance.  Satisfied customers include OEMs, VARs and System
Integrators, as well as end-users in many industries, including
banking, retail/POS, access control, building automation and
security, and energy management.  QuaTech is a leading supplier of
data connectivity products to financial institutions, serving five
of the top 10 U.S. banks.  Founded in 1983 and headquartered in
Hudson, Ohio, QuaTech sells and supports its solutions both
directly and through a global network of resellers and
distributors.

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

                      Going Concern Doubt

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


EDDIE BAUER: Moody's Rates $300M Guaranteed Sec. Term Loan at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to Eddie Bauer, Inc.
following its successful emergence from bankruptcy and withdrew
the prospective ratings that had been assigned on June 6, 2005;
the rating outlook is stable.  These ratings were assigned:

   * Corporate family rating (formerly senior implied rating)
     at Ba3; and

   * $300 million guaranteed secured term loan rating at Ba3.

The proceeds of the term loan have been distributed to pre-
petition general unsecured lenders in conjunction with the
company's exit from Chapter 11 on June 21, 2005.  Upon emergence
from bankruptcy, the company also put in place a $150 million
revolving credit facility, which is not rated.

The Ba3 corporate family rating reflects:

   * the company's established and well recognized brand name;

   * its multi channel retail format which includes retail stores,
     catalogue, and internet; and

   * its solid free cash flow generation, as well as leverage and
     coverage metrics that are strong for the rating category.

The ratings are also supported by the company's resonance with the
male consumer, which differentiates it from most apparel
retailers, as well as its strategic decision to exit the home
business and its stable licensing revenue stream.  The rating also
considers the nature of the events that led to it filing for
Chapter 11 in 2003 along with its parent company Spiegel, Inc.
which were largely a result of deterioration of Spiegel's credit
card business and to a much lesser extent weak 2001 performance at
Eddie Bauer.

In addition, the rating encompasses the nature of the liabilities
assumed by Eddie Bauer as a part of the bankruptcy process; these
are predominantly a result of its guarantee of parent company
obligations incurred to finance other subsidiaries' operating
issues.  In addition, the rating reflects the fact that the
company was able to reject leases during the bankruptcy process
which allowed it to exit underperforming stores.

The rating is constrained by:

   * the weak performance of the company's retail stores, with
     most of the operating income being earned by the outlet
     stores and direct divisions;

   * the potential need for further investment in IT; and

   * the company's significant over-capacity in its distribution
     center which makes it less efficient.

In addition, the rating is constrained by the nature of the
specialty apparel industry, which is highly seasonal, subject to
intense competition, and fashion risk.

Eddie Bauer's revenues for 2004 were approximately $1.2 billion,
generating operating income of $108.4 million and EBIT margin of
8.8%.  Moody's expects adjusted debt/EBITDAR for the fiscal year
2005 to be 4.4x, free cash flow to total debt to be 17%, and total
coverage to be 3.7x.  The company's solid free cash flow
generation is supported by its ability to utilize approximately
$250million of tax benefit related to the net operating losses
going forward.

The stable outlook reflects the company's ability to finance
working capital and capital expenditures from internally generated
cash flow, as well as Moody's expectation that it will maintain
leverage and coverage ratios that are strong for the rating
category over the next twelve months.

The $300 million term loan is secured by a first lien on the
trademark and distribution center and has a second lien the
inventory and accounts receivable.  In addition, it is guaranteed
by the domestic subsidiaries.  The senior secured term loan is
rated at the same level as the corporate family rating given:

   * its dominance in the capital structure;

   * the strength of its collateral pool and distribution center;
     and

   * the mostly undrawn asset based revolver which provides
     additional asset coverage to the term loan.

It is anticipated that the credit agreement will include two
financial covenants, leverage and fixed charge coverage, as well
as a 50% excess cash flow sweep.  Moody's has assumed in its
ratings that the covenant levels, once finalized, will include a
reasonable amount of cushion.

Ratings could move upward as the company demonstrates its ability
to generate solid operating performance after its emergence from
bankruptcy, as well as maintaining adjusted debt to EBITDAR below
4.0x and total coverage above 3.5x.  Ratings could move downward
should operating performance deteriorate such that free cash flow
to adjusted debt falls below 5%.

Headquartered in Redmond, Washington, Eddie Bauer, Inc. is a multi
channel retailer that offers it products through its 381 retail
and outlet stores in the U.S. and Canada along with its catalogs
and e-commerce sites.  Eddie Bauer, Inc. had revenues of
approximately $1.2 billion in the year ended January 1, 2005.


EL PASO: Financial Improvements Prompt S&P to Lift Rating to B
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on pipeline giant El Paso Corp. and its subsidiaries
to 'B' from 'B-', with the exception of El Paso Energy Credit
Corp., whose rating was raised to 'B+' from 'B'.  The outlook is
positive.

Houston, Texas-based El Paso reported about $17.8 billion of debt
outstanding as of March 31, 2005.

The upgrades recognize the considerable progress that the company
has made in reducing exposure to unregulated operations and
improving liquidity.  Proceeds from asset sales and successful
issuance of $750 million of convertible preferred stock in April
put the company in a much-improved position to meet its
challenging near-term maturities, although refinancing risk
remains a material concern. The exploration and production
business, where serious underperformance is a continuing cause for
concern, has stabilized somewhat as shown by leveling production
declines.

"Continued progress toward improving the financial profile and an
improvement in E&P operations would result in another ratings
upgrade," said Standard & Poor's credit analyst Ben Tsocanos.

The ratings on El Paso reflect a business profile burdened by
failed unregulated power ventures and the challenges of
rehabilitating poorly performing E&P operations, coupled with a
highly overleveraged capital structure and considerable debt
maturities through 2007.  A history of accounting and governance
issues, including large reserve write-downs, weaknesses in
internal controls, and an SEC investigation present a further drag
on ratings.


EXIDE TECH: Asks Bank Group to Waive One More Covenant Default
--------------------------------------------------------------
PricewaterhouseCoopers LLC advised Exide Technologies (NASDAQ:
XIDE) that its report on Exide's consolidated financial statements
as of and for the fiscal year ended March 31, 2005, will contain a
going-concern qualification.  The Company understands that this
qualification will be expressed due to concern about its ability
to meet the financial covenants for the 2006 fiscal year in its
Credit Agreement, as amended.

                       Material Weakness

Exide also stated that its Form 10-K Annual Report, which will be
filed shortly with the U.S. Securities and Exchange Commission,
will report that the Company has concluded that as a result of its
review of internal controls under Section 404 of the Sarbanes-
Oxley Act as of fiscal year-end that there were two material
weaknesses in the controls relating to the period-end financial
reporting processes and the period-end accounting for income
taxes.

The going-concern qualification in the Company's audit report will
result in a default under the Company's Credit Agreement.  The
Company is working with the agent for its bank group to obtain a
waiver of this default, but there can be no assurance that it will
be able to obtain such a waiver.  The Company will not be able to
make further borrowings under its Credit Agreement until such a
waiver is obtained.

                  Credit Facility Amendment

As reported in the Troubled Company Reporter on June 17, 2005,
the Company obtained amendments to its senior credit facility.
The amendments provide, among other things, for waivers of
existing covenant defaults, relaxed EBITDA and leverage ratio
covenants for fiscal 2006, an increase in the interest rate under
the facility and an extension for three years of the Company's
obligation to pay fees to the lenders upon a refinancing of the
credit facility debt, as well as an expansion of the circumstances
in which those fees are payable upon asset sales.

A full-text copy of the Fourth Amendment to Credit Agreement,
among Exide Technologies, Exide Global Holding Netherlands C.V.,
the Lenders from time to time party hereto and Deutsche Bank AG
New York Branch, as Administrative Agent, is available for free
at http://ResearchArchives.com/t/s?22

A full-text copy of the Intercreditor Agreement dated as of
March 18, 2005, reflecting changes from First Amendment to
Intercreditor Agreement dated as of June 10, 2005, among Exide
Technologies, the administrative agent under the senior credit
facility, the trustee for the Company's two series of notes and
the Pension Benefit Guaranty Corporation, is available for free
at http://ResearchArchives.com/t/s?23

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

                          *     *     *

As reported in the Troubled Company Reporter on May 23, 2005,
Moody's Investors Service placed the ratings for Exide
Technologies, Inc. and its foreign subsidiary Exide Global
Holdings Netherlands CV on review for possible downgrade.

Management announced that a preliminary evaluation of Exide's
results for the fourth quarter ended March 2005 strongly indicates
that the company will be in violation of its consolidated adjusted
EBITDA and leverage ratios as of fiscal year end.  Moody's
considers this is a significant event, given that these covenants
were all very recently reset during February 2005 in connection
with Exide's partial refinancing of its balance sheet.

The company has initiated amendment negotiations with its lenders,
but will not have access to any portion of the $69 million of
unused availability under its revolving credit facility until the
amendment process is completed.  Exide had approximately
$76.7 million of cash on hand as of the March 31, 2005 fiscal year
end reporting date.  However, this amount had declined to about
$42 million as of May 17, 2005 due to the company's use of cash to
fund seasonally high first quarter working capital needs, as well
as approximately $8 million in pension contributions and a
required $12 million payment related to a hedge Exide has in
effect.

These ratings were placed on review for possible downgrade:

   -- Caa1 rating for Exide Technologies' $290 million of proposed
      unguaranteed senior unsecured notes due March 2013;

   -- B1 ratings for approximately $265 million of remaining
      guaranteed senior secured credit facilities for Exide
      Technologies and Exide Global Holdings Netherlands CV,
      consisting of:

      * $100 million multi-currency Exide Technologies, Inc.
        shared US and foreign bank revolving credit facility due
        May 2009;

      * $89.5 million remaining term loan due May 2010 at Exide
        Technologies, Inc.;

      * $89.5 million remaining term loan due May 2010 at Exide
        Global Holdings Netherlands CV.;

      * Euro 67.5 million remaining term loan due May 2010 at
        Exide Global Holdings Netherlands CV.;

   -- B2 senior implied rating for Exide Technologies, Inc.;

   -- Caa1 senior unsecured issuer rating for Exide Technologies,
      Inc.

As reported in the Troubled Company Reporter on May 19, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'B-' from 'B+', and placed the
rating on CreditWatch with negative implications.  The rating
action follows Exide's announcement that it likely violated bank
financial covenants for the fiscal year ended March 31, 2005.

Lawrenceville, New Jersey-based Exide, a manufacturer of
automotive and industrial batteries, has total debt of about $750
million.

The covenant violations would be a result of lower-than-expected
earnings.  Exide estimates that its adjusted EBITDA for the fiscal
year ended March 31, 2005, will be only $100 million to $107
million, which is substantially below the company's forecast and
40% below the previous year.  The EBITDA shortfall stemmed from
high lead costs, low overhead absorption due to an inventory
reduction initiative, other inventory valuation adjustments, and
costs associated with accounting compliance under the Sarbanes-
Oxley Act.  Exide is working with its bank lenders to secure
amendments to its covenants.

"The company continues to be challenged by the dramatic rise in
the cost of lead, a key component in battery production that
now makes up about one-third of Exide's cost of sales," said
Standard & Poor's credit analyst Martin King.


FEDERAL-MOGUL: Dr. Cantor Makes Case for Low Asbestos Estimation
---------------------------------------------------------------
On the fifth day of the trial to estimate Federal-Mogul
Corporation and its debtor-affiliates' asbestos liabilities, Dr.
Robin Cantor testified that there has been a lot of analysis and
concern about how tort reform at the state level and the federal
level will eventually impact not only the number of filings that
occur within the states but also the values within the states.

According to Dr. Cantor, she collected the state statutes that
have either been enacted or proposed.  "These particular statutes
go to the issue of things like whether or not joint and several
liability will be limited, whether or not there'll be limitations
on non-economic damages, whether or not there would be
limitations on punitive damages for the verdicts . . ."

Dr. Cantor found that the less favorable the environment, the
lower the expected return in bringing a suit.  "That should
change people's baselines as they negotiate for a settlement."

Dr. Cantor said she also examined data from the Center for Claims
Resolution regarding claims against Turner & Newall.

"One of the things we did know from the T&N database is that the
gap between what was being filed and what was being resolved was
just widening, you know, as they went forward towards the
bankruptcy," Dr. Cantor said.

Representing the Official Committee of Asbestos Property Damage
Claimants, which is arguing for a low estimation of Federal-
Mogul's asbestos-related liability, Kristin King Brown, Esq., at
Weil Gotshal & Manges, LLP, asked Dr. Cantor to explain the
difference between her estimate with Dr. Mark Peterson's billion
estimate.  Dr. Peterson is the expert retained by the Official
Committee of Asbestos Claimants, which is arguing for a high
estimation of the Debtors' asbestos-related liability.

Dr. Cantor informed the Court that, among other things, Dr.
Peterson used a lower discount rate and a higher inflation rate.
But the bulk of the difference is due to Dr. Peterson's
assumption about TDP values and the increasing filings.  "It's
the non-malignants where we have a tremendous amount of
disagreement."  The values for mesothelioma is also a driving
influence on the final estimation number.

Ms. Brown notes that Dr. Peterson's estimates are also higher
than Dr. Cantor's in the other disease categories.  "Is there any
justification for this?"

"Well, I think that in fact there is not any empirical support to
have made these assumptions because I've done a tremendous amount
of analysis looking at the data and trying to see was there a
signal from T&N's history to suggest that you would ramp up the
values in this way for the constant dollar amount that you are
going to use going forward.  And let me just say both Dr.
Peterson and I take values, increase them for inflation.  The
issue is should these values be increased beyond inflation?  And
then what is the foundation for taking a value and increasing it
basically nearly doubling it?  [About] 183% is the increase in
the ratio for nonmalignant.  What's the basis for making that
assumption?  I have looked at the data and done an analysis, also
used a good bit of Dr. Peterson information that he's given me,
to show that there doesn't seem to be any empirical foundation
for that."

"What other factors caused the drastic increase between Dr.
Peterson's estimate based on T&N's actual settlement averages and
his preferred estimate of $11.1 billion?" Ms. Brown asked.

Dr. Cantor noted that Dr. Peterson did a comparison between T&N
and Owens Corning in his report.  "He had a statement that the
difference between them was closing and he was referring to the
settlement values."  According to Dr. Cantor, she tested Dr.
Peterson's data.  Based on that, she said she would not conclude
that T&N and Owens Corning are becoming more alike.

Ms. Brown also asked Dr. Cantor what she thought about the
publication of the Tweedale book -- if it had an effect on T&N.

Dr. Cantor notes that the Tweedale book is very much focused on
what's going on in the U.K.  "There's almost no information in
there about the United States.  So that, of course, makes you
wonder whether or not this is really going to have a big impact
on U.S. litigation."

Representing the Official Committee of Asbestos Claimants, Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, cross-examined
Dr. Cantor.

"I think you have identified in your testimony what are the major
areas of disagreement with Dr. Peterson.  I would like to take a
minute to see what the areas of agreement might be so that we can
eliminate those.  First, as I understand it, you don't have any
serious dispute with Dr. Peterson about the number of historical
claims that were filed against T&N?"

"No serious dispute on that," Dr. Cantor replied.

"And you have no serious dispute with Dr. Peterson about the
disease distribution by percentages among the claims that were
filed against T&N?" Mr. Inselbuch continued.

Dr. Cantor said she has one major disagreement with Dr. Peterson
on disease distribution, specifically with the untransitioned
data.

"I think that Dr. Peterson should have looked at the data before
he transitioned it to form his inferences about whether or not
the malignant claims were increasing over time.  It's only after
you transition the data that you actually see that -- well,
again, I'm not sure I know what trend means in that case because
you have manipulated the data in the transitioning, you've used
past period of time where proportions could be very different,
you've applied that to the unspecified disease claims, and you
have then put them now into disease categories.  And, quite
frankly, even though you have to do it for the purposes of going
forward with the liability estimation, you don't have to do it
performing inferences about what's happening with the claims data
and malignant counts over time."

Dr. Cantor clarified that she doesn't disagree with Dr. Peterson
on the transition data and the percentages.  "I just disagree how
that information is used."

"Is it fair to say that both you and Dr. Peterson agree that of
the pending claims, whether it's 108,000 or 134,000, roughly 2.2%
of them will fall into the mesothelioma category after you adjust
for the unspecified disease problem and the potential duplicate
claim problem?" Mr. Inselbuch asked.

"Yes," Dr. Cantor replied.

Mr. Inselbuch asked if Dr. Cantor has any dispute with Dr.
Peterson about the percentage of diseases among the pending
claims as they break down.

Ms. Brown objected.  "I think she's just said that that applies
to the transitioned data."

"Well, let me see if I'm clear.  But in order to arrive at an
appropriate estimation for what the future should show, don't we
have to buy a little bit of the transitioning figures?" Judge
Rodriguez asked.

"I think we have to buy a little of the transitioning figures,
your Honor.  But I think what Dr. Cantor is testifying to is you
can't look at that transitioned data and make reliable
assumptions about claims increases based on that transition data
because then it biases your inferences," Ms. Brown explained.

"I'm only asking a very simple question," Mr. Inselbuch asserted,
"When she calculated the values of the pending claims, she had to
make some assumptions about what disease categories they fell
into.  I'm trying to find out if she used the 2.2% that Dr.
Peterson used or some other value.  She's told us at her
deposition she used the same values, I just want her to say the
same thing here today."

"I think it's been asked and answered, your Honor," Ms. Brown
remarked.

"Maybe it's my problem, but not to my satisfaction," Judge
Rodriguez said.  "So if we can get the question and answer
clearly so we understand what it is.  Because, as I understand
it, if the dispute is that if you want to get a real picture, you
don't look at what's transitioned.  But if anyone is going to
appropriately project for the purpose of estimation into the
future, doesn't there have to be some consideration of
transitioning so that you're not simply saying all the pending
claims contain no mesothelioma to the extent they're not
surfaced.  Now, am I understanding where the conversation is?"

"Yes, I think so, your Honor.  And I think Dr. Cantor can explain
that," Ms. Brown said.

"I guess what we want to know is if looking at claims and
projecting them into the future is a legitimate process to
consider, what consideration was there given to transitioning
some of the pending claims into mesothelioma, what was used in
that process?  Something, nothing, or equal to 2.2%, so I think
that's the conversation," Judge Rodriguez said.

Judge Rodriguez explained to Dr. Cantor that the question is,
"what percentage did your use for transitioning once you
transitioned?"

"I'll agree that we do not have a dispute after we have
transitioned because both of us basically take the same
information, pretty much the same information for making that
transition.  So to manipulate the data, we both take the same
information, so there's no dispute on those percentages," Dr.
Cantor replied.

At one point during the cross-examination, Ms. Brown objected
that Mr. Inselbuch's tone in questioning Dr. Cantor is
inappropriate.  "Dr. Cantor is a professional and I think she
deserves some professional courtesy."

"If I have been inappropriate, your Honor, I apologize," Mr.
Inselbuch said.

"Well, as an observer of what's happening in a courtroom and from
watching the demeanor of counsel throughout a whole week," Judge
Rodriguez said, "I think the tone and volume of conversation is
consistent every time he speaks, so I didn't. . . ."

"Is that a compliment?" Ms. Brown interrupted.

"Could you explain that to my wife?" Mr. Inselbuch quipped.

"All I'm saying is that I didn't see an increase in tone or
volume as reflecting a disrespect, I think it's the level of the
advocacy that I've witnessed over several days," Judge Rodriguez
said.  Judge Rodriguez notes that some people just speak in
higher volumes constantly while some people speak in low volumes,
just like Dr. Peterson.

Mr. Inselbuch tackled the issue on over-harvesting.  "Over-
harvesting suggests that in this context, the plaintiffs' lawyers
went out and found lots more claimants than they did before and,
therefore, those claimants will not be available to file claims
in later years, isn't that what the concept of over-harvesting
is?"

"The concept is that if you have basically identified the
claimants in the system, they're not available to be new
claimants that haven't been -- that will would be identified in
some future year," Dr. Cantor explained.

For example, Mr. Inselbuch said, there's this person who comes
down with mesothelioma in the year 2010.  "Is that someone that
could be identified in the system in 2002?"

"Well, it has to be because the way the models work is that
you've got laborers that were in the labor force being exposed
and there, you know, again we've got these much stricter
regulations now.  I mean, we don't allow people to get exposed to
asbestos anymore, so the death count that we've got for, let's
say, 2052, the way to think about that that's like somebody who
might be -- well, I guess they're 50 or 48, they've got 48 years
to age from now, and their exposure actually occurred in the
past.  So they were exposed in the past, and they could be an
identified claimant.  Now somebody who comes forward and says
yes, I was working in a factory where there was asbestos in,
let's say 1970 -- is that right?  Is that going to make them too
old?  I need to be careful here.  You have to think about this.
These are people from the past who are now aging over time.
That's what they're doing, they're not -- they're not new people
in the future that have never been exposed to asbestos that are
coming down.  Even in the Nicholson model, these are people that
were all exposed to asbestos before 1979.  In the Navigant model
one of the modifications we made was that we actually run
asbestos exposure I think until, I want to say 1985 or so when
the limitations were imposed by the stricter limitations were
imposed by EPA.  So, these are people who have to be alive and
that they were in the labor force and they were identified at
least in the labor force prior to this point in time, and then
you're aging them and they're dying either from other causes or
they're dying from an asbestos-related disease as you move out in
the future.  So, is that responsive?" Dr. Cantor asked.

"No, I don't think so," Mr. Inselbuch said.  "But let's take my
hypothetical, let's take the person who was exposed in the past
but is not sick until 2010 and in 2010 unfortunately succumbs to
mesothelioma.  Now, is that someone who could be harvested in
2002?"

"He's somebody who could have been harvested as an unimpaired,"
Dr. Cantor said.

"What disease does he have?"

"I think we've heard plenty of testimony that he might not have
an express disease at this point but he might be part of a claim
against a company that he's been exposed to their asbestos
containing products."

"You think that there's a cause of action for exposure without
disease?" Mr. Inselbuch asked.

"I do think that, in fact, there are claimants where people have
said that they are unimpaired."

"Do you know what they mean when they say unimpaired?" Mr.
Inselbuch asked.

"I've always taken that to mean they have not expressed a sort of
what I would think of as a debilitating disease.  So they may
have some scarring or -- but it doesn't really seem to effect
their lung function.  That's been the testimony we've heard over
the last couple of days, their lung function may not be
measuredly impaired but they may have some evidence that there's
scarring in their lungs," Dr. Cantor replied.

"So they may have asbestosis in fact or they may have pleural
disease in fact?"

"Well, I don't want to say in fact because I don't want to sit up
here and act like I'm a medical doctor examining these X-rays.
But I'll say that's what my impression is from what we've heard
in the testimony."

Mr. Inselbuch asked Dr. Cantor if she heard Mr. Hanly testify
that they only paid on cases where there was proof that there was
exposure to a Turner & Newall product and proof of an asbestos-
related disease caused by, at least in part, by that exposure.

"It's my understanding that they may not have had the medical
evidence of an asbestos-related disease and certainly naming a
defendant, as I understand it, if they name certain members of
the CCR, they did not have to produce the evidence of exposure to
that particular defendant's products."

"So it's your belief that there were plaintiffs who filed claims
and thus could be harvested in 2002 that had no disease but who
could bring a case against Turner & Newall and prove product
exposure to one or another of the other CCR members, join Turner
& Newall in the lawsuit and thus collect from Turner & Newall,
that's your understanding of how the tort system was working?"
Mr. Inselbuch asked.

Dr. Cantor noted that Dr. Peterson actually described this in his
report and he said that they had to name one of the defendants.
"I don't believe he said that they had to bring the proof of the
product exposure for each defendant that they named.  I think the
CCR operated by requiring that you had to name the defendants and
that's how they would be part of the group that was going to
share."

"Let's make it easier, let's assume this particular harvested
plaintiff has proof of exposure against Turner & Newall but has
no disease, will he collect?"

Dr. Cantor pointed to Dr. Peterson's report about a cash payment.
"Was that the transaction?  Cost of basically doing away with the
claimant, that you give them a certain amount of money and that
way you weren't going to have to deal with any disagreement or
litigation with that claimant?  So I think that that is in fact,
a possibility, yes."

Mr. Inselbuch asked Dr. Cantor if she has read any of the TDPs
that contain cash discount payments and looked at the criteria
that are required for proof to obtain a cash discount payment.

"I have actually looked at analysis across the TDPs, I think
something like 14 of the TDPs and a comparison of the different
amounts and also -- I can't say that I can recall as I sit here
what the various criteria was, but, yes, I've seen a summary
analysis done of the TDPs."

"They're all pretty uniform, are they not, in the criteria?" Mr.
Inselbuch remarked.

"I don't know if I would conclude that," Dr. Cantor said.

"Gee, I've got to tell my partners.  The cash discount payment in
every one of the TDPs requires proof of asbestos-related disease,
requires a diagnosis of asbestos-related disease, does it not?"

"I'd have to look at them before I would agree that they all say
that you have to have an asbestos-related disease for the cash
payment," Dr. Cantor emphasized.

Mr. Inselbuch also asked Dr. Cantor about the tort system.

"Are you telling this Court that it is your belief that
plaintiffs' lawyers, if sufficiently motivated, could harvest
claimants who have no diagnosis of disease and successfully bring
their cases through the tort system?"

"It is my general understanding that there are plaintiffs that
have gone through the tort system in some of the mass
consolidated claims and there certainly is the concern that I
heard discussed, argued, seen people write about it.  I mean,
it's a subject that's written about in the Rand report, in the --
any number of the expert reports, yes," Dr. Cantor said.

"Let me come back to the original hypothetical.  A fellow gets
mesothelioma in 2010, could he be harvested in 2002 even if
someone went out and had him x-rayed and had him diagnosed with
asbestosis and prosecuted his case, do you know whether or not in
most jurisdictions when he gets mesothelioma he has a new claim
and can come back and sue then?" Mr. Inselbuch asked.

"I would agree that he can," Dr. Cantor replied.  "That's a
recycling of the claimants, that's not new claimants in the
system."

"But you have to pay him for the mesothelioma that he claims in
2010 whether he's new or recycled, do you not?"

"I agree that you would have to consider that."

"And that claim could not have been harvested in 2002 because he
didn't have mesothelioma in 2002?"

"That's why you should look at data and you should test whether
or not the data is consistent with the theory."

"Did you do that?"

"Yes."

Dr. Cantor said she looked at the Manville information, which had
mesothelioma information, to test the harvesting theory.

"And what does it tell you about the fellow who gets sick in
2010?"

"Well, it tells me that the new claimants in the system for the
malignant diseases are also falling since 2000."

As the cross-examination neared its conclusion, Judge Rodriquez
asked Dr. Cantor if there would be any reason for someone who has
clean x-rays to respond to an ad for mesothelioma.

"I would think in general he doesn't think he has mesothelioma
but he still may feel he's been exposed to an asbestos-containing
product and he may still have a concern he may develop a disease
at some point in the future.  So I think when they do these ads
advertising for do you think you've been exposed to asbestos -- I
don't think they actually go to the point and say do you think
you've been exposed and you have mesothelioma, I think the ads
say do you think you've been exposed to the asbestos-containing
products so that they might, in fact, respond just to talk to
someone if they think they've got a history of exposure."

"But are they the type of person that would enter into the
statistics of a claimant if they just talked to a lawyer?" Judge
Rodriguez asked.

"If they get put into a filing, then they would enter into the
statistics."

"So then really you would be suggesting that the lawyer would
file even though there was no evidence of disease?" Judge
Rodriguez asked.

"I guess I feel a little uncomfortable suggesting what the
plaintiff's counsel might do with that information," Dr. Cantor
admitted.

"I'm trying to determine how to fold that percentage of debate
that we hear litigants to what number are being paid without
evidence of disease into a formula that will legitimately
compensate those that have the disease.  See what I mean?"

"I do," Dr. Cantor said.  "And I would just like to say I haven't
taken any of this information to reduce the number of filings
down.  I haven't taken any -- the only thing I've done here is I
said, look, there's a national trend that's occurring, we can
observe it in the data, we see these filings are down, whether
it's the claimant filings or the claimed, the lawsuit filings,
something is accounting for this.  Now, Dr. Peterson has offered
the theory that it's the legislation, it's the federal
legislation so everybody is sort of holding back on their claims.
As an economist, I don't agree with that because if you've got
something you think is valuable and you think a gate might be
closing, you want to get that thing out there as quickly as
possible.  As an economist, I don't agree with his theory the
legislation is dampening the behavior.  So what's an alternative
explanation?  An alternative explanation is there's actually been
over-harvesting of these plaintiffs and it's become more and more
expensive to find new claimants.  And that's a straightforward
economic perspective on a finite resource.  There's a finite
number of people that will have asbestos-related disease.  And if
you have 300 law firms going after that finite resource, it could
very well be that they have identified a very substantial share
of anyone who could potentially file a claim.  And that would be
consistent with the data that we're seeing with the trends and in
information we're seeing."

On re-direct examination, Ms. Brown asked Dr. Cantor if there was
any deduction or reduction in her estimate on account of over-
harvesting.

"No, there was no reduction or adjustment to the information for
over-harvesting," Dr. Cantor said.

"I think it very important, number one, to understand that [the]
models are not set up to be annual prediction models, that's not
what they are.  [The] models are supposed to give you a mid to
long-term forecast, that's what the models are constructed to do.
So if you're going to look at any particular result, and again,
we -- for the work we do with defendants that are ongoing in
their operations, this is one of the things that we always have
to be very careful to explain to them, don't look at the annual
information, compare annual to annual because that's not what's
going to help you understand how unreliable the forecast for the
modeling is, this is a mid to long-term forecast for the
liability.  That's the first thing I would say, it's
inappropriate to take one piece of information for one year,
compare it to the information for that year, this is a midterm to
long-term forecast.  So, again, in any particular year you might
be off a little bit, the issue is are you off when you take a
block of time.  That's one thing I would like to say," Dr. Cantor
said.

"The second thing I would like to say is, again, [Dr. Peterson]
was working from the filings and then adjusting those filings.
The forecasting approach that I've used here for the future
claims, it does not begin with the presumption that you are just
-- you've come in as a filing, trace the filing behavior,  and
then make your forecast from the filing behavior, it's following
the compensation behavior.  So, again, my forecast of the
compensated claims I think is reliable in the context of what
they actually compensated.  And, again, one of the best ways to
see that is to look at the midterm backcast.  My model does
extremely well when I look at that midterm backcast, which is the
five-year period and you can see that it's obviously picking up
the compensating behavior," Dr. Cantor continued.

With that, the PD Committee concludes its case.

                       Dr. Peterson's Rebuttal

Mr. Inselbuch called Dr. Mark Peterson again to the witness
stand.

Dr. Peterson confirmed that he had read Dr. Robin Cantor's
reports and had heard her testimony on trial.  "Do you have any
criticisms of her methodology or conclusions which you'd like to
express today?" Mr. Inselbuch asked Dr. Peterson.

"I have many criticisms," Dr. Peterson replied and told the Court
that his criticisms are summarized in his rebuttal report.

As previously reported, the Asbestos Claimants Committee and the
Futures Representative had asked Dr. Peterson to prepare a
rebuttal report to Dr. Robin Cantor's expert report.

In his Rebuttal Report, Dr. Peterson said Dr. Cantor's
forecasting methods are designed to correct a problem that is not
in fact a problem.  "Her solution forces her into a forecasting
approach that is a circular dead end."  Dr. Peterson contends
that Dr. Cantor implements her methods in an incomplete and
biased manner.

A full-text copy of Dr. Peterson's 34-page Rebuttal Report is
available for free at:

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

"I also disagree with many of the things she's stated in her
testimony.  I think that [much of her testimony], in particular
criticism of my work is technically incorrect and flawed.  I
believe that she's offered extended behavioral explanations about
Turner & Newall, claims its filings, its resolutions, position in
asbestos tort litigation that are unsupported by any real
experience for knowledge about the behavior of that tort
litigation system.  She's simply wrong with many of her
statements.  It would take a long time, much longer than the
Court has patience for, to address those.  There are two main
issues that she identified, frankly, that we disagree about, the
numbers and values of claims.  There are a couple of other
technical issues that I think are probably important to address,
but those [are the] two main issues."

With regard to the numbers of claims, Dr. Peterson related that
he based his forecast on T&N's actual claim filings.  "There's no
dispute about the fact its filings were great, that its filings
were increasing, that Turner & Newall had left the Center for
Claims Resolution, that other defendants had filed bankruptcies,
that Turner & Newall was at risk for very damning corporate
documents, all of these would lead to increasing claims.  Instead
of using any of this information, Dr. Cantor invented a
compensability forecast and it's based on her death year analysis
that I can explain ignores, throws away most of the claims filed
against Turner & Newall.  As a result, it reduces the liability,
it suppresses the claims, the trends that I spoke of that really
exist in the data."

As to values of claims, Dr. Peterson said that he based his
values on settlements, the settlement amounts that are in the T&N
actual database and the dates of its settlement.

Dr. Peterson related that he accepted and recognized that the
trends and effects that have been recognized by other asbestos
defendants, other experts and those that have been discussed in
the recent Rand report.  Instead of any of these factors, Dr.
Cantor shifts data, Dr. Peterson told the Court.  "She derives
her settlement values from the values that -- the payments that
were made by Turner & Newall in the years that [it] paid them.
As a result, she reports lower values than Turner & Newall was
really settling for, she suppresses the actual trends in the
settlements and she simply ignores how much Turner & Newall was
actually paying at the time of its bankruptcy outside of CCR."

Mr. Inselbuch asked Dr. Peterson why he considered Dr. Cantor's
approach flawed.

"Although Dr. Cantor describes her analysis as a compensability
analysis and tries to draw some distinction that she's
recognizing that fewer claims would be compensated than I, it's
simply an analysis that -- [she] derives from her treatment of
death here," Dr. Peterson said.

Dr. Peterson noted that Dr. Cantor listed and delineated the
number of compensable claims for pending and future claims by
death year, not by filing year.  "So if a claim doesn't have a
death year that's within the period that she's examining, it's
not counted as a real claim, and there are many claims that she
excludes as a result of that.  But this whole process was
unnecessary in the first instance, there is no need to try and do
heroic manipulations of data because claims are claims and the
Nicholson forecasts are deaths."

According to Dr. Peterson, Dr. Cantor tried to convert the
filings against T&N to deaths.  "For each cancer claim she either
looked at the year they died or for 41% of the cases she imputed
the year of death."

In contrast with his method, Dr. Peterson said Dr. Cantor
eliminated and excluded certain claims from her analysis.  Dr.
Peterson referred to the claims in which people died in 2001, but
would have filed in 2002, 2003, 2004, 2005, 2006, so on.  "Dr.
Cantor was asked about this in her deposition and said she didn't
include them because she didn't have data.  That's true, she
didn't have the data.  But by excluding them she's grossly
undercounted the number of deaths that occur in 2001 that would
have been filed against Turner & Newall."

Dr. Peterson related that other experts have used the method that
Dr. Cantor tried to use in T&N's case.  Among them, Dr. Peterson
noted, was Dr. Thomas Vasquez, one of the partners in Analysis,
Research, and Planning Corporation.  Dr. Vasquez's estimates were
based on how many people would have filed in 2002, 2003 and so
forth in the future who have already died in 2001, Dr. Peterson
noted.

To forecast how many future mesothelioma claimants are going to
file against Turner & Newall, Dr. Peterson explained that an
interim step has to be made, which is to forecast how many claims
against Turner & Newall will be filed for mesothelioma.  "Here,
Dr. Cantor's assumption is there are none, there is zero, there
will be no future mesothelioma claims, that's the effect of her
representation.  And by doing that, she grossly underestimates
the liability."

Dr. Peterson told the Court that Dr. Cantor throws away 40%
percent of the claims, reduces the liability by 40% simply
because she did not correctly complete the method that she set
out to do.  Dr. Peterson pointed out that it is a method and a
step that's been recognized and used by other people.

"But this is why I don't use this method.  One, it's not
necessary; two, it's circular; three, it's problematic," Dr.
Peterson said.

Dr. Cantor testified that she imputed death years for claimants
when the death year data was not available in the Turner & Newall
data, Dr. Peterson pointed out.  "Dr. Cantor did [this] by
matching the Manville Trust.  Initially, she had data on death
years for 59% of the claims from the Turner & Newall data, she
picked up another 13% when she linked the Turner & Newall data to
Manville.  But there were 21% of all of the cancer claims she did
not have a death year either in the Turner & Newall database or
the Manville database.  So what Dr. Cantor did is she assumed
that if there wasn't a death year in either of those databases,
the person hasn't died yet, she threw those claims away."

Dr. Peterson told the Court that he has been working in this
field for 20 years.  Dr. Peterson wrote one of the first texts in
this field called New Tools for Reducing Litigation Expenses.
The book deals on how trusts and insurance companies can collect
and put data to create data files.  Dr. Peterson told the Court
that he is a director of a claims facility in Greenville, Texas,
that supervises and deals with claims for six or seven new
asbestos trusts, including DII Trust, the Halliburton Trust,
Fuller Austin Trust, and the Manville Trust.  Dr. Peterson is
also consultant for a dozen trusts.  "I understand these kinds of
issues.  I've talked with people that collect the data.  Data is
entered initially from complaints."

"The complaint," Dr. Peterson explained, "will sometimes tell the
disease, sometimes not.  We've talked about that.  It will
sometimes say that the claimant is dead, sometimes not. If it
doesn't, it doesn't get recorded. It wouldn't be -- and the
Manville claim filings, sometimes it's not recorded.  So in both
these databases if the information isn't there, it can't get put
into the record."

Dr. Peterson testified that lawyers of asbestos plaintiffs have
an incentive not to report that a claimant has died because the
values of claims are greater for living cancer victims than
decedents.  The lawyers were in no rush to tell any defendant
when a decedents dies.  The lawyers were under no obligation to
continue to inform the defendant, any defendant, Turner & Newall
or Manville, of the status of a claimant being alive or dead, Dr.
Peterson related.  "And even if they provide that, there is no
guarantee that every time you give new information to one of
these companies, it gets put in.  And neither Turner & Newall nor
Manville goes out routinely and surveys the data in order to keep
its database up to date and there is no mechanism for keeping the
data up to date."

"So, it's not surprising that a large number of claims will have
no information about deaths," Dr. Peterson told the Court.
Dr. Peterson noted that Dr. Cantor did not assume that the death
years for those claims are distributed like all other claimants.
Dr. Cantor also did not look at what T&N learned from Manville
when it looked to claims that Manville had data.

Dr. Peterson related that when T&N imported the data from
Manville, T&N found that most of the claimants had died before
its filing year and before the date that it received claims.
Rather than using all the empirical experience to correct its
data, Dr. Cantor made the arbitrary assumption with no support
that simply because data are missing from its database, these
people couldn't have died, Dr. Peterson pointed out.  "It's an
implausible assumption given the survival rates for these
cancers.  By doing so, it eliminated 21% of the claims."  Dr.
Peterson added that Dr. Cantor also made a third step where she
imputes the death year among another group of claimants that's
extremely biased and unsupportable.

"What were the problems you found with her settlement averages?"
Mr. Inselbuch asked.

"Well, they're not settlement averages, as she's testified," Dr.
Peterson answered.  "They're very different, particularly for the
year 2001, which we all recognize is the most critical year."

According to Dr. Peterson, to understand what's the value of
claims in 2001, the claims that were actually settled in 2001
should be considered.  "She doesn't do that.  The $135,000
represents the average settlement in the year 2001 among claims
that I either impute to have settled in 2001 or the data show it
was 2001.  So it shows this is a basis for the difference between
the $135,000 that I calculated and showed to be the average
settlement value in 2001 and what Dr. Cantor used.  And this also
shows the trend."

"Now, Dr. Cantor said something that intrigued me when she was
talking about imputations of diseases in her cross-examination,"
Dr. Peterson told the Court. "She said that she criticized my
method because what we needed to use is what we actually know
from the data, that's what she said should be used.  And then she
also added, before we manipulate the data.  Well, what we
actually know from the data about Turner & Newall's year [2001]
settlements that they settled those cases for $190,000, that's
what we actually know."

"The other thing I need to correct that Dr. Cantor improperly,
incorrectly testified about her method, the difference between
her method and mine, she said the only difference is that I took
55 or 60 cases in 2001 which she included in that year already as
expense year because they were expensed there, but I put down the
settlement year," Dr. Peterson pointed out.

"The real difference is that in her method, she doesn't simply
use expense year," Dr. Peterson said.  "I use expense year as a
backup when I don't have settlement year, but she uses expense
year even when she knows the settlement year.  She disregards and
ignores the settlement year and uses instead the expense year.
That's the real difference between what she and I are doing and
that's what produces these distortions in her analysis."

For lung cancer, Dr. Peterson related that Dr. Cantor used the
average expense.  The average amount paid for lung cancer claims
in 2001 was $13,000.  Dr. Peterson explained that the reason why
Dr. Cantor said that there is no trend in the lung cancer
settlement because she's adding in these payments among claims
that were settled in earlier years.

Dr. Peterson pointed out that there is a striking trend in the
average settlement amount in the years in which cases were
settled.  The settlements go from 11,000 or 12,000 in the late
1990s to 14,000 in the year 2000 to 22,000 in the year 2001.
"So they increased by [50%] in-between the year 2000 and
2001."

That's not a linear trend that Dr. Cantor has been talking about,
Dr. Peterson pointed out.  "It's a trend that curves up and a
linear trend won't catch and describe that adequately", Dr.
Peterson explained.  "She uses an improper statistical test to
measure that trend."

Dr. Peterson commented on Dr. Cantor's increasing payment rate
for mesothelioma. "I'm not certain if that's an appropriate step
to do in bankruptcy estimation."  Dr. Peterson noted that Dr.
Cantor never gets to what T&N is actually paying in 2001 to
resolve claims.

Dr. Peterson pointed out some of the fallacies and errors in Dr.
Cantor's technical methods.  Dr. Peterson recapitulated of a
correlation analysis that Dr. Cantor did in which she tried to
demonstrate that T&N's average settlement amounts were determined
to some degree by trends in punitive damage awards.

"There is no testimony that's been offered in this case that
punitive damages are driving settlement averages for Turner &
Newall," Dr. Peterson noted.  "The conclusion is that Dr.
Cantor's assertion that punitive damages cause higher settlements
simply has no scientific basis.  Correlation does not imply
causation, that's well known, it's well recognized, it's one of
the major criticisms for the kind of mindless statistical
analyses that economists are sometimes prone to do."

Dr. Peterson recalled that Dr. Cantor testified repeatedly that
she's using regression and correlation methods.  "She doesn't
reach average conclusions.  She wouldn't testify about something
unless she could run a correlation.  But it's a method that's
she's misusing."

Dr. Peterson also commented on Dr. Cantor's "backcast" or back
forecast.

According to Dr. Peterson, "backcast" can be used if it's
properly executed.  "Here, it's not properly executed.  What
we've observed over time prior, the period in which she's doing
her backcast, that is the years prior to the forecast where years
in which the numbers of claims and the average payments by Turner
& Newall were increasing, they were increasing not year by year
but they were increasing over the period from 1987 to 2001, from
1997 to 2001.  And so my forecasts extends into the future what
that increase was."

"Dr. Peterson, I asked Dr. Cantor whether it was possible to
harvest in 2002 a claim for meso[thelioma] when the mesothelioma
does not arise until 2009.  Did you hear me ask her that
question?" Mr. Inselbuch asked.  Dr. Peterson answered, yes.

"Do you have a view about that?" Mr. Inselbuch followed up.

Dr. Peterson noted that there was repeated testimony that the
maximum year of consumption of asbestos fibers in the United
States was 1973.  Dr. Cantor's forecasts are based on the
assumption that people continue to be exposed to asbestos through
1985, Dr. Peterson said.  "We've had testimony from Dr. Laura
Welch that the latency period for asbestosis is now 30 to 40
years."

"Add 30 to 40 years to 1973," Dr. Peterson continued.  "That's
2003 to 2013.  Add it to 1985.  That's 2015 to 2025.  By Dr.
Cantor's own analyses of forecasting, there are people who
continue to get exposed to asbestos who will manifest asbestosis
for the first time.  That's what latency means, when you will
first manifest the disease.  There will be people who will
continue to manifest new cases of asbestosis over the next two,
three, four decades."

"So it's not just nonmalignant claims, its asbestosis claims as
well," Dr. Peterson told the Court.  "And indeed, data that Dr.
Welch talked about with regard to the increasing hospitalizations
for asbestosis, they continue to go up over time, the increasing
deaths from asbestosis.  This is not a public health crisis
that's going away, it's a crisis that continues on.  People are
continuing to for the first time to manifest asbestosis and
pleural disease and if she haven't been diagnosed before and it
hasn't been examined, they haven't been examined before and it
has not yet arisen because the latency period has not yet run,
they could not have been identified, a claim wouldn't have been
filed for indemnify and they couldn't have been over-harvested."

Dr. Peterson pointed out that if national legislation would
essentially prevent filings from relatively no nonmalignant
claimants, it means that those claims won't be harvested now,
rather 10 years from now.  "These are progressive diseases, over
time they get worse.  These claims will then become asbestosis
and they will come farther out in time.  So one perverse effect
of a national criteria legislation that I didn't discuss earlier
is it's going to produce more future claims, it's going to push
claim out in the future, and those claims, when they arise, are
going to be more serious and more costly to Turner & Newall
because people are sicker."

Adam P. Strochak, Esq., at Weil Gotshal & Manges, LLP, in New
York, started his cross-examination by asking Dr. Peterson "true
or false" questions.

"Dr. Peterson, true or false, in your experience and based on
your analysis of the data, the death year is always equal to the
file year?"

"That's false.  That's not true."

"True or false, the epidemiological forecast that you use in
coming up with your estimate in this case is an estimate of
people who will die in any particular year?"

"Yes, true."

Dr. Peterson told the Court that 41% percent of the cancer claims
and 90% for the nonmalignants in the T&N database lack death year
information.  Dr. Peterson noted that nonmalignants constitute
85% of the pending claims.

"And you would agree with me, sir, that the death year
calculation does not have any implications for the projection of
nonmalignant claims in forecast, correct?" Mr. Strochak inquired.

"I disagree.  That's entirely false." Dr. Peterson replied.

"You don't have to put the nonmalignant claims in any death years
to compare them to an incidence forecast, do you?"

"Well, they're derived from multiplying the number of cancers by
12.9.  So by underestimating the cancer claims by over 50
percent, you're underestimating the number of nonmalignant claims
by 50 percent.  So, too, it's a direct relationship," Dr.
Peterson answered.

"That wasn't my question.  Now, you're not really suggesting to
the Court that Dr. Cantor's use of the death year methodology
that's imputing a death year where it's missing in the database
reduces her estimate, her forecast claim count by 50 percent, are
you?"

"It's hard to know from these calculations, she didn't provide us
with the data to be able to do this.  It is a significant
reduction both for the cancers and nonmalignant claims, it's
proportional for each.

"That wasn't my question.  My question was are you suggesting to
the Court that because of Dr. Cantor's use of her death year
imputation, that she is reducing her claim count by 50 percent?"

"I don't know precisely by how much she reduces it.  It's my
testimony that her whole method is so unreliable that's not a big
concern."

"My question is simple, sir, are you suggesting to the Court that
by virtue of her use of an imputation of death years, that she
has reduced her claim count by 50 percent, yes or no?"

"The imputation -- I beg your pardon.  I misunderstood your
question.  The imputation of death year, she said it reduces it
by 21 percent by the cases.  She ignores -- there's another 7
percent that don't have death year so it would have to be well in
50 up there 50 maybe 25 percent."

"It's not 50 percent?

"No."

Mr. Strochak asked Dr. Peterson why he did not provide the Court
in his rebuttal testimony a recalculation of Dr. Cantor's
estimate based on use of different methodology on the death year.

Dr. Peterson said that it wasn't the point of his rebuttal
testimony.  According to Dr. Peterson, he could not replicate Dr.
Cantor's sensitivity analysis on her method because he did not
understand what she'd done in her method.  Dr. Peterson added
that he did not ask for data during the course of the discovery
that would have assisted him in replicating that information.

"In fact, sir, you requested some information on her calculation
of lag time, correct?" Mr. Strochak asked.

"That's precisely what I was talking about," Dr. Peterson
replied.  "What she gave me was a computer model code, which was
inconsistent with her testimony."

"And you didn't see anybody come to the podium here and cross-
examine Dr. Cantor on any inconsistencies in her lag time
calculation, did you, sir?"

Dr. Peterson told the Court that there were so many things that
could be addressed, and the lag time calculation was not one of
the issues.

"In fact, that's because the death year issue really is not a
very substantial issue in this case, is it, sir?" Mr. Strochak
followed up his question.

"It goes to the entire integrity of her approach, it's a very
significant issue," Dr. Peterson answered.

"But you don't know exactly how much it accounts for in the
estimate, you haven't perform that calculation?"

"I've not done that calculation," Dr. Peterson said.  "Dr. Cantor
says it's [17%] percent difference.  I don't accept that.  I
don't know for sure.  All I know is that the fundamental
underlying method is an unreliable method.  Dr. Cantor repeatedly
talked about the need to have reliable numbers and reliable
approaches, I agree entirely with that.  You cannot base a
forecast on such an unreliable approach, so that's why I'm -- the
efforts to try and quantify the difference is problematic for me
because I reject the whole approach, I don't think it's
meaningful."

Mr. Strochak brought up the matter on expense year versus
settlement year.

"You indicated there can be a difference if you calculate a
settlement average based on claims that have a certain settlement
year as opposed to claims that have a certain expense year?" Mr.
Strochak asked.

Dr. Peterson pointed out two differences.  "Based on expense
year, the average payment, that's not settlement, and to call it
settlement is misleading.  A settlement is an amount agreed to
between the plaintiffs and the defendants at a particular point
in time, so their difference matters.  You can't call them both
settle.  But the second is that [the] calculation produces
different results, yes."

Mr. Strochak asked Dr. Peterson on the correlation between
punitive damage awards and the overall size of settlements
against T&N.  Dr. Peterson reiterated that Dr. Cantor did not
establish any correlation.  "It's my belief that the most
settlements and the testimony by Mr. Hanly and every other
plaintiffs' lawyer I heard lately is that there is no such
correlation except perhaps in a few cases that are in trial.
It's not a correlation anymore, it's an actual threat."

"Is it your suggestion, sir, that the poor plaintiff's lawyer who
pursues a case against T&N on behalf of a claimant would not take
into account the availability of a potential punitive damages
award against the company in evaluating settlement?" Mr. Strochak
asked.

"Almost never would he take it into account," Dr. Peterson
replied.

Mr. Strochak inquired whether or not the discovery of documents
indicating defendant's knowledge of the risks of asbestos
exposure could expose defendants to significant punitive damages
awards.

"Of course it's a weapon that could be used in a punitive case,"
Dr. Peterson said.  "It's more significant impact is that it
would greatly increase the likelihood of large compensatory
damages which is what plaintiffs would prefer to given because
they're less likely to be remitted, they're not taxable to the
plaintiff, and the same kind of documents that generate anger
among jurors can be directed to punitive damages or compensatory
damages."

Mr. Strochak handed Dr. Peterson a copy of a 1993 article in
Brooklyn Law Review entitled Understanding Mass Personal Injury
Litigation a Socio-Legal Analysis?  The article is co-authored by
Dr. Peterson.

Mr. Strochak read a portion of the article:

      "Critical events, other than trial outcomes, also can
      greatly change the value of all other claims in the
      same mass tort.  For example, the discovery of the
      'Sumner-Simpson papers' indicating knowledge among
      major defendants of asbestos' injurious affects,
      exposed these defendants to significant punitive
      damages.  This increased the value of all asbestos
      claims against those defendants, not simply those
      claims directly involved in the relevant discovery."

"Did you believe it was true [when wrote] it?" Mr. Strochak
asked.

"I believe it's true for the asbestos litigation at the time the
Sumner-Simpson papers were first discovered and first used, which
was, I believe, in the late 1970s," Dr. Peterson said.  "I no
longer believe that the Sumner-Simpson papers nor other punitive
damages have a broad impact on the asbestos litigation because
the litigation has such size and weight and maturity to it, it's
the kind of thing that kicks off a mass tort litigation.  It's
important at the time. It was a signal event.  Punitive damage
awards in the '70s and early '80s were very important forgetting
the asbestos litigation going.  Now, almost 30 years later when
hundreds of thousands of claims have already been resolved and
there's marketplace for settling this, litigation is no longer
like it was if the early '90s, and there's no single event in
litigation that would have the same kind of impact.  It's like
inertia, a little ball that was maybe rolling down the hill.
Then this helped push it down the hill.  Now you've got a globe,
huge globe going down the hill and it's much less subject to
disturbances."

"So it's less likely that we're going to have an earthquake, fair
to say?" Mr. Strochak asked.

"I hope in Philadelphia that's true." Dr. Peterson replied.

Mr. Strochak ended his cross-examination.

With no redirect examination, the Asbestos PI Committee and the
Futures Representative rest their case.

The parties agreed to submit proposed findings of fact and
conclusions of law on June 30, 2005, at 5:00 p.m.  Closing oral
arguments will be on July 14, 2005, at 10:00 a.m.

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


FEDERAL-MOGUL: Names Jose Maria Alapont as Chairman of the Board
----------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ), reported
that President and Chief Executive Officer Jose Maria Alapont has
been named Chairman of the Board of Directors, effective
immediately.  He replaces Robert S. Miller, who has resigned to
become chairman and chief executive officer of Delphi
Corporation.

The board highly respects Jose Maria's strategic expertise, his
understanding of the industry and his ability to develop strong
teams and customer relationships.  With Jose Maria's leadership,
Federal-Mogul will develop as a world-class performing company.

"I am very pleased to be chairman of the board of directors of
Federal-Mogul," said Mr. Alapont.  "We are committed to driving
the future of Federal-Mogul, creating value and fully satisfying
customers, stakeholders and employees' expectations through our
global profitable growth strategy."

Alapont was named president and chief executive officer of
Federal-Mogul on March 1, 2005.  With more than 30 years of global
leadership experience in the automotive manufacturer and supplier
industries, Alapont is known throughout the industry as being
customer and results oriented, relentless in his drive for
excellence and breakthrough performance to generate global
profitable growth.

Prior to joining Federal-Mogul, Mr. Alapont was chief executive
officer and a member of the board of directors at IVECO - the
commercial vehicle company of the Fiat Group with 2004 sales in
excess of 9 billion (Euro).  Under his leadership, IVECO, one of
the world's largest manufacturers in the transport sector,
consistently achieved profitable growth and realized significant
efficiency gains.

Between 1997 and 2003, Mr. Alapont held several leadership roles
at Delphi Automotive Systems, one of the world's largest and most
diversified suppliers of automotive systems and components.  He
began his career at Delphi as executive director, energy and
chassis systems.  Soon after he was promoted to president, Europe,
Asia and Middle East, at which time he became a member of the
Delphi Strategy Board, the company's top policy-making group.  In
2003, Mr. Alapont was president of international operations and
vice president of sales and marketing.

From 1990 to 1997, Mr. Alapont served in a variety of key
positions at Valeo Group - a leading global automotive supplier.
He started at Valeo as operations director of engine cooling
systems, Spain, and thereafter became operations director for
worldwide heavy-duty engine cooling systems.  He was subsequently
promoted to group vice president of worldwide clutch operations,
and group vice president of worldwide lighting systems.

A native of Spain, Mr. Alapont began his career at Ford Motor
Company in 1974 and over the course of 15 years held a number of
management positions, from quality and manufacturing at Ford of
Spain to powertrain and purchasing at Ford of Europe.

Mr. Alapont earned degrees in industrial engineering from the
Technical School of Valencia and in philology from the University
of Valencia, in Spain.

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


FISHER SCIENTIFIC: S&P Rates Proposed $500 Mil. Sr. Notes at BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Fisher Scientific International Inc.'s proposed $500 million
senior subordinated notes due 2015, privately placed under Rule
144A.  The proceeds of these notes are expected to fund the
purchase of $300 million of senior subordinated notes due 2013, as
well as provide liquidity for future acquisitions.

Existing ratings on Fisher, including the 'BBB-' corporate credit
rating, were affirmed.  The outlook is stable.

"The ratings reflect Fisher's position as a leading manufacturer
and distributor of supplies for life science research and clinical
laboratories, which outweighs the company's elevated debt burden,"
said Standard & Poor's credit analyst David Lugg.  Hampton, New
Hampshire-based Fisher has effectively used acquisitions to expand
from its well-established position as the largest distributor of
scientific supplies to that of an integrated manufacturer and
distributor.  The all-stock $3 billion acquisition of Apogent
Technologies Inc. in 2004 was the largest of a series of rapid-
fire, mainly debt-financed acquisitions spanning September 2003
through August 2004.  Each transaction broadened the range of
products manufactured, not just distributed, by Fisher.  The
company now manufactures 60% of the products it distributes -- an
increase from 50% prior to the Apogent acquisition.  Moreover, the
proportion of consumable products sold remains at 80% of sales,
indicating substantial recurring revenues.

The overall financial picture has markedly improved throughout the
period of rapid acquisitions, largely due to the mix of debt and
stock that funded the purchases, as well as strong internal cash
generation.  Although total debt has increased by $1.4 billion
since June 2003, total debt to capital has fallen to 39% from 84%.
Standard & Poor's estimates that, pro forma for almost
$300 million of recent debt repayments, adjusted total debt to
EBITDA is currently about 2.7x, while funds from operations to
total debt is about 25%.  As debt-financed acquisitions will
remain an important element in the company's long-term strategy,
total debt to EBITDA should remain in the 2.5x-3.5x range on a
long-term average basis.  The ample and predictable free cash
flows derived from noncyclical sales to a diverse customer base
will provide the company with the capacity to rapidly reduce
acquisition borrowings that may temporarily exceed this broad
range.  Funds from operations to total debt is expected to benefit
similarly, with an expected average of nearly 25% on an ongoing
basis.  Any share repurchases pursuant to a $300 million program
are expected to be moderately paced and funded from excess cash
flow.


GENESCO INC: Moody's Lifts Corporate Family Rating to Ba3 from B1
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Genesco Inc.
(corporate family rating to Ba3 from B1) with a stable outlook.
The upgrade reflects:

   * the successful integration of the Hat World acquisition;

   * the diversification that Hat World provides to the company's
     operating income;

   * the company's solid operating performance; and

   * the reduction in funded debt levels.

These ratings are upgraded:

   * Long term corporate family rating (previously referred to as
     the senior implied) to Ba3 from B1

   * Senior secured bank credit facility to Ba3 from B1

   * Senior unsecured issuer rating to B1 from B2

   * Convertible subordinated debt to B2 from B3

The new rating level reflects:

   * the additional diversification that Hat World provides to the
     company's operating income;

   * the strengthened debt protection measures as a result of an
     improvement in operating performance and a reduction in
     funded debt levels; and

   * the company's solid free cash flow generation.

Historically, Journey's represented the primary driver of the
company's operating income.  The Hat World acquisition reduced the
reliance on Journey's operating income to approximately 55%,
providing the company with significant additional diversification.

In addition, the company paid down approximately $25 million of
debt during the year, which along with improved operating
performance resulted in Adjusted Debt/EBITDAR falling to 4.3x for
the fiscal year ended January 29, 2005 versus Moody's expectations
for the year of 5.2x.

The ratings are supported by:

   * the company's past six months of positive comparable store
     sales;

   * its prudent financial policies;

   * the company's prominence in fashion footwear retailing; and

   * its disciplined inventory control.

The ratings are constrained by:

   * the company's size and scale;

   * its specialty niche;

   * the intense competition in footwear and headwear retailing;
     and

   * the frequent shifts in consumer preferences which could
     result in promotional activities which will constrain
     margins.

The stable outlook reflects Moody's expectation that debt
protection measures will remain at levels appropriate for the Ba3
rating category over the next twelve to eighteen months, as well
as the expectation that the company will use internally generated
cash flow to support its working capital and capital expenditure
requirements.

Given the recent upgrade, a downgrade is highly unlikely.
However, the rating outlook could be changed to negative should
Adjusted Debt/EBITDAR rise above 4.75x or Total Coverage fall
below 2.5x.  A further upgrade appears unlikely in the
intermediate term and would require the company to achieve greater
scale, to decrease its earnings volatility by expanding beyond its
current specialty niche which exposes it to shifts in consumer
preferences, and to maintain its current operating performance and
debt protection measures.

The senior secured credit facilities consist of a $75 million
revolving credit facility and a $75 million term loan.  The credit
facilities are rated at the same level as the long term corporate
family rating given their preponderance in the debt structure and
their adequate asset coverage.  The convertible subordinated debt
is notched down two from the long term corporate family rating
reflecting its subordinated position in the capital structure.

Genesco Inc., headquartered in Nashville, Tennessee, is a retailer
of branded footwear and licensed and branded headwear as well as a
wholesaler of branded footwear.  Its retail stores operate under:

   * the Journeys,
   * Journeys Kidz,
   * Underground Station,
   * Hatworld,
   * Lids,
   * Hat Zone,
   * Cap Connection, and
   * Johnston & Murphy nameplates.

The company's wholesale brand names consist of Johnston and Murphy
and Dockers.  Revenues for the fiscal year ended January 29, 2005
were approximately $1.1 billion.


HBA GAS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Lead Debtor: HBA Gas, Inc.
             111 Presidential Boulevard, Suite 158
             Bala Cynwyd, Pennsylvania 19004

Bankruptcy Case No.: 05-18753

Debtor affiliate filing separate chapter 11 petition:

     Entity                                     Case No.
     ------                                     --------
     BWP Gas, LLC                               05-18754

Type of Business: The Debtor has oil and gas investment.

Chapter 11 Petition Date: June 27, 2005

Court: Eastern District of Pennsylvania (Philadelphia)

Debtors' Counsel: Allen B. Dubroff, Esq.
                  Jaffe Friedman Schuman Nemeroff Applebaum &
                  McCaffery
                  7848 Old York Road, Suite 200
                  Elkins Park, Pennsylvania 19027
                  Tel: (215) 635-7200

Total Assets: $1,500,000

Total Debts:  $7,200,000

A. HBA Gas, Inc.'s 9 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
GHK Company, LLC                              $6,000,000
10th Floor, 211 North Robinson
Oklahoma City, OK 73102-7103

Meritt Litigation Support                        $95,000
699 West Glenrose Road
Coatesville, PA 19320

Spector, Gaddon & Rosen                          $50,073
Seven Penn Center
1635 Market Street
Philadelphia, PA 19103

Internal Revenue Service                          $9,000

ESC Consulting Services                           $7,500
1604 Locust Street, 3rd Floor
Philadelphia, PA 19103

Hall, Estill                                      $6,000
100 North Broadway, Suite 2900
Oklahoma City, OK 73102-8865

SMC Advisors                                      $5,000
16904 Locust Street, 3rd Floor
Philadelphia, PA 19103

Jerry Walrath, Esquire                            $3,650
P.O. Box 130173
Woodlands, TX 77393

Raggi & Weinstein                                 $2,100
2655 Philmont Avenue, Suite 100
Huntingdon Valley, PA 19006

B. BWP Gas, LLC's 11 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
GHK Company, LLC                              $6,000,000
10th Floor, 211 North Robinson
Oklahoma City, OK 73102-7103

Hacuser Finance S.A., Inc.                      $162,000
209 Blackberry Hill Drive
Wakefield, RI 02879

Meritt Litigation Support                       $105,515
699 West Glenrose Road
Coatesville, PA 19320

Spector Gaddon & Rosen                           $80,000
Seven Penn Center
1635 Market Street
Philadelphia, PA 19103

SPH Investments                                  $62,000
209 Blackberry Hill Drive
Wakefield, RI 02879

South Oil                                        $26,000
1600 Smith Street
Houston, TX

ESC Consulting Services                          $20,000
1604 Locust Street, 3rd Floor
Philadelphia, PA 19103

Hall & Estill                                    $17,000
100 North Broadway, Suite 2900
Oklahoma City, OK 73102-8865

SMC Advisors                                     $15,000
16904 Locust Street, 3rd Floor
Philadelphia, PA 19103

Jerry Walrath, Esquire                            $6,000
P.O. Box 130173
Woodlands, TX 77393

Morgan Stern                                      $2,000
767 Route 70 East, Suite B-100
Marlton, NJ 08053


HEALTHSOUTH CORP: Files Comprehensive 2000 to 2003 Annual Report
----------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) filed its
comprehensive Form 10-K for the years ended Dec. 31, 2000 through
Dec. 31, 2003, with the Securities and Exchange Commission.

"The filing of the comprehensive Form 10-K is a significant
achievement toward HealthSouth's recovery," said HealthSouth
President and CEO Jay Grinney.  "This restatement has been a
tremendous undertaking, requiring more than 1,000,000 hours of
outside consultant time and costing the company more than
$250 million.  I am very pleased to have this behind us so we can
focus more of our resources on our strategic plan and future
growth."

"There have been hundreds of individuals who have assisted in the
extensive work that has been done to ensure that our accounting
records were reconstructed thoroughly and our financial statements
and other disclosures are prepared properly with respect to these
historical financial statements," said HealthSouth CFO John
Workman.  "We will immediately begin work on our 2004 Form 10-K,
which we anticipate filing by the end of the year."

As previously noted, the company will hold a meeting for investors
today, June 29, 2005, in New York City.  The meeting is at 4:00 pm
Eastern Time in the 3rd floor auditorium of the J.P. Morgan Chase
World Headquarters at 270 Park Avenue.  Individuals attending the
meeting in person do not need to make a reservation and should
allow ample time for security.  Photo identification will be
required.

            Amended and Restated Credit Agreement

On March 23, 2003, the Company's line of credit was frozen under
the $1.25 billion credit agreement with JPMorgan Chase Bank, which
serves as administrative agent, Wachovia Bank, N.A., UBS Warburg
LLC, Deutsche Bank AG, and Bank of America, N.A.  On March 27,
2003, the Company received notice that it was in default under
this agreement.  The Company commenced negotiations with its
lenders to resolve the default.

On March 21, 2005, the Company amended and restated its credit
agreement, thereby curing any defaults of the credit agreement
that existed prior to such amendment and restatement. the
Company's amended and restated credit agreement consists of:

    * a $315 million term loan,
    * a $250 million revolving line of credit, and
    * $150 million in letter of credit facilities.

It is secured by substantially all of HealthSouth Corporation's
assets and the stock of HealthSouth Corporation's first-tier
subsidiaries.

              Senior Subordinated Credit Agreement

As a result of the default under the Company's $1.25 billion
credit agreement, its lenders instituted a payment blockage that
prohibited the Company from making an approximately $350 million
payment of principal and interest due to holders of its 3.25%
Convertible Subordinated Debentures due April 1, 2003.

On January 16, 2004, the Company repaid these bonds ($344 million
in the aggregate) from the net proceeds of a $355 million loan
arranged by Credit Suisse First Boston.  This loan has an interest
rate of 10.375% per annum, payable quarterly, with a 7-year
maturity, callable after the third year with a premium. The
Company also issued a warrant to the lender to purchase 10 million
shares of our common stock.  The warrant has a term of 10 years
from the date of issuance and an exercise price of $6.50 per
share.

                   Term Loan Agreement

On June 15, 2005, the Company entered into a $200 million term
loan agreement with a consortium of financial institutions,
JPMorgan Chase Bank, N.A., as Administrative Agent, and Citicorp
North America, Inc., as Syndication Agent.  Pursuant to the term
loan agreement, the Company obtained a new senior unsecured term
facility consisting of term loans in an aggregate principal amount
of $200 million. The term loans initially bear interest at a rate
of LIBOR (adjusted for statutory reserve requirements) plus 5% per
year.  Thereafter, they will bear interest, at the Company's
option, at a rate of:

    (1) the Initial Rate or

    (2) 4% per year plus the higher of (x) JPMorgan's prime rate
        and (y) the Federal Funds Rate plus 0.5%.

The term loans mature in full on June 15, 2010.

The proceeds of the term loans, together with cash on hand, were
used to repay the Company's $245 million 6.875% Senior Notes due
June 15, 2005 and to pay fees and expenses related to the term
loans.

HealthSouth Corporation -- http://www.healthsouth.com/-- is one
of the nation's largest providers of outpatient surgery,
diagnostic imaging and rehabilitative healthcare services,
operating facilities nationwide.

At Dec. 31, 2003, HealthSouth Corporation's balance sheet showed a
$963,837,000 stockholders' deficit, compared to a $528,759,000
deficit at Dec. 31, 2002.


HEDSTROM CORP: Has Until Oct. 14 to Object to Proofs of Claim
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended until Oct. 14, 2005, the deadline for Hedstrom
Corporation and its debtor-affiliates to file objections to proofs
of claim.

The Debtors give the Court four reasons in support of the
extension:

   1) since the latest extension of the claims objection
      deadline, they have liquidated additional assets except for
      a certain collateral of Credit Suisse First Boston as Agent
      for a group of institutional lenders, in which the assets
      involved are unencumbered;

   2) at this point of their bankruptcy proceedings, they are
      still determining if there are any unencumbered assets that
      will be available for distribution to unsecured claimants;

   3) they believe it is inappropriate for them to incur
      administrative expenses in litigating objections to proofs
      of claim until an estimated distribution to unsecured
      creditors is better known; and

   4) the Official Committee of Unsecured Creditors supports the
      Debtors' request to further extend the claims objection
      deadline.

Headquartered in Arlington Heights, Illinois, Hedstrom Corporation
-- http://www.hedstrom.com/-- manufactures and markets well-
established children's leisure, outdoor recreation and home d,cor
products, including outdoor gym sets, spring horses, trampolines,
skating equipment (through Backyard Products Unlimited, currently
in a Canadian receivership proceeding); play balls (through non-
debtor BBS Industries, Inc.); and arts and crafts kits, game
tables, indoor sleeping bags, play tents and wall decorations
(through ERO Industries).  The Company filed for chapter 11
protection on October 18, 2004 (Bankr. N.D. Ill. Case No. 04-
38543). Allen J. Guon, Esq., and Steven B. Towbin, Esq., at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, represent the
Debtors in their restructuring.  When the Company filed for
chapter 11 protection, it listed estimated assets of $10 million
to $50 million and estimated debts of more than $100 million.


HESTHAGEN FARM EQUIPMENT: Section 304 Petition Summary
------------------------------------------------------
Petitioner: Tom Hugo Ottesen, Esq.
            Executive Trustee of the
            Estate of Hesthagen Farm Equipment AS
            P.O. Box 1752 Vika
            0112 Oslo, Norway

Debtor: Hesthagen Farm Equipment AS
        Linhusveien 23, 0755
        Oslo, Norway

Case No.: 05-37100

Type of Business: Tom Hugo Ottesen, Esq., the Trustee appointed by
                  the Oslo Bankruptcy Court for the Estate of
                  Hesthagen Farm Equipment AS wants Elia Patricia
                  Long, the alleged owner and chairwoman of the
                  Debtor and Highland Forest Entrepreneur AS, to
                  produce documents and to answer questions
                  concerning the financial condition and business
                  activities of the Debtor, Tjontveit and Highland
                  Forest.  Ms. Long has refused to answer question
                  because there is no court order directing her to
                  do so.  This ancillary case was commenced to
                  obtain that court order.

                  Thor Kristen Tjontveit, the registered managing
                  director of the Debtor, has a bankruptcy
                  proceeding commenced against him on Feb. 24,
                  2003 (Sand District Court in Grimstad, Norway,
                  Case No. 03-110S).  Long has been a close
                  business associate of Tjontveit for 19 years.

                  Long has been ordered by the Oslo Bankruptcy
                  Court to provide information and documents to
                  assist Mr. Ottesen.  She has failed and refused
                  to do so.

Section 304 Petition Date: June 27, 2005

U.S. Court: United States Bankruptcy Court
            Northern District of Texas
            Dallas Division
            1100 Commerce, Room 12A24
            Dallas, TX 75242

U.S. Bankruptcy Judge: Barbara J. Houser

Norway Petition Date: December 16, 2002

Norway Case No.: 02-03471S

Norway Court: Oslo Bankruptcy Court

Norway Bankruptcy Judge: Tove Merete Voldbaek

Petitioner's Counsel: David W. Elmquist, Esq.
                      Winstead, Sechrest & Minick P.C.
                      5400 Renaissance Tower
                      1201 Elm Street
                      Dallas, Texas 75270
                      Tel: (214) 745-5384
                      Fax: (214) 745-5390

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  More Than $100 Million


HOVNANIAN ENT: Begins Offering of 4,000,000 Depositary Shares
-------------------------------------------------------------
Hovnanian Enterprises, Inc. (NYSE: HOV) has begun the offering of
4,000,000 depository shares representing its Series A Perpetual
Preferred Stock, with a liquidation value of $25 per depositary
share.  The company has also proposed to grant the underwriters an
over-allotment option to purchase up to a maximum of 600,000
additional depositary shares.  The preferred stock will not be
convertible into the company's common stock and will be redeemable
at the company's option at the liquidation value of the shares
five years after their issuance.  Dividends on the preferred stock
will not be cumulative.  The offering will be made by Hovnanian
Enterprises, Inc., under its recently amended shelf registration
statement.  The net proceeds from the offering will be used for
the repayment of debt outstanding under the company's revolving
credit facility.  The company has applied to have the depositary
shares quoted on The Nasdaq National Market. If approved for
quotation, the company expects the shares will begin trading
within 30 days after initial delivery.

Credit Suisse First Boston, UBS Investment Bank and Wachovia
Securities are acting as joint lead and book running managers for
the offering with JMP Securities acting as a joint lead manager
and Citigroup, RBC Capital Markets, BB&T Capital Markets,
JPMorgan, KeyBanc Capital Markets, Piper Jaffray, BNP Paribas,
Calyon Securities (USA) Inc., Comerica Securities and RBS
Greenwich Capital acting as co-managers.

A copy of the prospectus supplement and the related prospectus for
the offering may be obtained from the joint book running managers
at the following addresses:

    * Credit Suisse First Boston LLC, Prospectus Department, One
      Madison Avenue, New York, New York 10010, (212)-325-2580;

    * UBS Investment Bank, Fixed Income Syndicate, 677 Washington
      Boulevard, Stamford, Connecticut 06901, (203)-719-1088; or

    * Wachovia Securities, 8739 Research Drive, Mail Code NC0675,
      Charlotte, North Carolina 28262, (704)-593-7559.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective.  These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.  This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

Hovnanian Enterprises, Inc., founded in 1959 by Kevork S.
Hovnanian, Chairman, is headquartered in Red Bank, New Jersey.
The Company is one of the nation's largest homebuilders with
operations in Arizona, California, Delaware, Florida, Illinois,
Maryland, Michigan, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Goodman Homes, Matzel &
Mumford, Diamond Homes, Westminster Homes, Forecast Homes,
Parkside Homes, Brighton Homes, Parkwood Builders, Great Western
Homes, Windward Homes, Cambridge Homes and Town & Country Homes.
As the developer of K. Hovnanian's Four Seasons communities, the
Company is also one of the nation's largest builders of active
adult homes.

                         *     *     *

As reported in the Troubled Company Reporter on May 4, 2005, Fitch
Ratings affirmed Hovnanian Enterprises, Inc.'s (NYSE:HOV) 'BB+'
senior unsecured debt and unsecured bank credit facility ratings.
The rating applies to approximately $805.3 million in outstanding
senior notes.  Fitch also affirmed the 'BB-' senior subordinated
notes rating that applies to $400 million in debt.  At that time,
Fitch said the Rating Outlook is Stable.


HOVNANIAN ENTERPRISES: Moody's Rates $100M Preferred Stock at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating, with a stable
outlook, to Hovnanian Enterprises, Inc.'s $100 million Series A
Preferred Stock.

The proceeds from the sale of the Preferred Stock will be used to
repay amounts outstanding under Hovnanian's revolving credit
facility.  On June 15, 2005, the balance was $156 million.

At the same time, Moody's has affirmed Hovnanian's existing
ratings, including its Corporate Family Rating (previously known
as the Senior Implied rating) of Ba1, and its Ba1 and Ba2 ratings
on its senior debt and senior sub debt, respectively.

Moody's notes that the Ba3 rating assignment to the Preferred
Stock reflects its deep subordination to the company's debt.  The
assigned Ba3 rating is two notches below the company's Corporate
Family Rating of Ba1.  These features reflect the subordinated
nature of the Preferred Stock:

   (1) The Preferred Stock is perpetual in nature with an optional
       redemption provision.  The company may not redeem the
       Preferred Stock prior to June 2010.

   (2) Dividends are non-cumulative.

   (3) The Preferred Stock ranks junior to the company's debt
       securities.

The Preferred Stock's equity-like characteristics allow it to
qualify for basket "C" treatment under Moody's rating methodology
(please refer to Moody's Rating Methodology "Refinements to
Moody's Tool Kit: Evolutionary, not Revolutionary!").  Basket C
permits the Preferred Stock to be treated as 50% equity and 50%
debt.

Moody's believes that the issuance of the Preferred Stock will not
have a significant impact on the company's capital structure.  The
stable ratings outlook reflects Moody's expectation that Hovnanian
will maintain capital structure discipline as it seeks to take
advantage of numerous growth opportunities.

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.  Revenues and net income for fiscal 2004, ended
October 31, 2004, were $4.2 billion and $349 million,
respectively.


HUFFY CORP: Reaches Agreement in Principle on Plan with Creditors
-----------------------------------------------------------------
Huffy Corporation (OTC: HUFCQ) reached an agreement in principle
on a Plan of Reorganization with the China Export & Credit
Insurance Corporation and Huffy's primary suppliers (collectively
referred to as the Sinosure Group) and the Official Unsecured
Creditors Committee.  The agreement in principle was reflected in
a term sheet that has been executed by these parties-in-interest,
and is subject to definitive documentation, a vote of Huffy's
creditors and approval by the U.S. Bankruptcy Court for the
Southern District of Ohio.

The agreement in principle provides that substantially all of
Huffy's pre- petition liabilities will be discharged in exchange
for notes and new voting common equity of the reorganized company.
Initial distributions to the unsecured creditors will be 30
percent of the new voting common equity of the Company (in the
form of new Class A shares) and a $3 million note to the Sinosure
Group and 70 percent of the new common equity (in the form of new
Class B shares) and a $9 million note to the other unsecured
creditors.  The Sinosure Group as holders of Class A shares will
elect a majority of Huffy's Board of Directors and, through the
provision of trade credit to Huffy on favorable terms, have the
ability to earn over 5 years up to 51% of the aggregate new common
voting stock of the reorganized entity.  The notes and post-
confirmation trade credit will be secured by a first lien on
Huffy's intangible assets and a second lien on Huffy's other
assets.  Under the agreement in principle, the reorganized company
will emerge as a private company.  It is presently expected that
current equity holders will not receive any distributions and
their equity interests would be cancelled.

"I am pleased to be able to announce this agreement as a positive
step towards a consensual Plan of Reorganization which will result
in Huffy emerging from bankruptcy later this year," John A.
Muskovich, Chief Executive Officer and President, stated.  "This
agreement is a continuing indication of the strong support that
Huffy is receiving from its suppliers and the confidence that they
have in the long-term viability of this business.  We are
particularly appreciative of the leadership role of Sinosure
(China Export & Credit Insurance Corporation) and our suppliers in
China which are members of the Sinosure Group for their support of
the Company during the bankruptcy period, and we look forward to
working closely with them in the future as shareholders."

China Export & Credit Insurance Corporation (also known as
Sinosure) is an agency of the Chinese government providing export
credit insurance to Chinese exporters, including many of Huffy's
suppliers.  Zhidong Liang, Executive Vice President of Sinosure,
said in Beijing: "We look forward to Huffy's emergence from
bankruptcy and its future growth as one of America's leading
bicycle brands and as a significant golf supplier.  Sinosure and
Huffy's suppliers in China have played a critical role in Huffy's
reorganization, based on the strong business relationship between
Huffy and its suppliers and their mutual interest in Huffy's
future."

This announcement of the agreement in principle should not be
deemed a solicitation for acceptance of a plan of reorganization.

Huffy is working closely with its key constituencies to finalize
and subsequently file its proposed Plan of Reorganization and
Disclosure Statement with the Bankruptcy Court in July 2005.
Subject to approval by the Court as to the adequacy of the
Disclosure Statement, Huffy plans to begin soliciting acceptances
of the Plan of Reorganization from its creditors in August 2005
and for the Bankruptcy Court to conduct a confirmation hearing for
the Plan in September 2005.

As a key component of the Plan of Reorganization, Huffy will also
be filing next week a motion with the Bankruptcy Court to
terminate the Huffy Corporation Retirement Plan.

Huffy has approximately 3,600 retirees and about 130 current
employees.  Ninety-nine percent of Plan participants and
beneficiaries would see no change in their pension benefits if the
court approves the request, because the Pension Benefit Guaranty
Corporation would take over responsibility for paying out the
benefits.  The PBGC is a unit of the federal government that
insures pension plans.  It is funded through premiums paid by
companies such as Huffy.

"Although pension benefits for the vast majority of employees and
retirees will not be affected, nevertheless, this was still a
difficult decision to make and one we made only after considering
all possible alternatives," said Mr. Muskovich.  "We have made
important progress on Huffy's turnaround by selling
underperforming assets, streamlining operations, and solidifying
relationships with key customers.  Having the PBGC assume these
pension obligations will clear the way for Huffy to be a stronger,
healthier company."

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on
Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin
Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


HUNTSMAN CORP: Prepays $50 Million of Senior Secured Bank Loans
---------------------------------------------------------------
Huntsman Corporation (NYSE: HUN) has made a $50 million voluntary
prepayment to certain of its senior secured bank credit
facilities.  The prepayment was made pursuant to the terms of the
Huntsman LLC Term Loan B Facility Agreement dated Oct. 14, 2004.

Huntsman is a global manufacturer and marketer of commodity and
differentiated chemicals. Its operating companies manufacture
basic products for a variety of global industries including
chemicals, plastics, automotive, aviation, footwear, paints and
coatings, construction, technology, agriculture, health care,
textiles, detergent, personal care, furniture, appliances and
packaging. Originally known for pioneering innovations in
packaging, and later, rapid and integrated growth in
petrochemicals, Huntsman today has revenues of $11.5 billion,
11,300 employees and 62 operations in 22 countries.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2005,
Moody's Investors Service upgraded the ratings of Huntsman LLC
(senior implied upgraded to B1- HLLC), Huntsman International
Holdings LLC (senior implied upgraded to B1- HIH), Huntsman
International LLC (senior unsecured upgraded to B2- HI), and
Huntsman Advanced Materials LLC (senior implied upgraded to Ba3
-- Advanced Materials).

Moody's rating action earlier this year followed the successful
initial public offering (IPO) transaction for Huntsman Corporation
and Moody's gaining a better understanding of Huntsman
Corporation's future strategies to reduce debt and simplify its
operating structure.  Moody's affirmed the B1 senior implied
rating and Caa1 senior unsecured rating of the new parent company
Huntsman Corporation.


INSIGHT COMMUNICATIONS: Refinancing $1.1 Billion Term B Loan
------------------------------------------------------------
Insight Communications Company, Inc. (NASDAQ: ICCI) reported plans
to refinance the existing $1.1 billion Term B loan under Insight
Midwest's credit facility.  In addition, Insight anticipates that
the credit facility will be further amended, among other changes,
to adjust the maximum total leverage ratio covenant.

"This market opportunity would enable us to reduce our overall
interest costs as well as ensure adequate liquidity under Insight
Midwest's financial covenants," said John Abbot, senior vice
president and CFO of Insight Communications.  "The interest
savings going forward would further enhance our strong free cash
flow position.  And importantly, the covenant adjustment would
provide ample room for compliance under our financial covenants
for the near future."

The proposed transactions are subject to the completion of
definitive documents and customary closing conditions.  Closing is
expected to occur within the next few weeks.

                 Insight Midwest Credit Facility

Insight Midwest Holdings, LLC, a wholly owned subsidiary of
Insight Midwest, holds all of the outstanding equity of each of
the Company's operating subsidiaries and serves as borrower under
a $1.975 billion credit facility.

On March 28, 2002, the Company loaned $100 million to Insight
Midwest, $97 million of which was contributed to Insight Midwest
Holdings in April 2002 for use in paying down the credit facility
balance and in funding financing costs associated with the
amendments, and $3 million of which was contributed to Insight
Ohio as of March 28, 2002.  Insight Midwest Holdings is permitted
under the credit facility to make distributions to Insight Midwest
for the purpose of repaying the Company's loan, including accrued
interest, provided that there are no defaults existing under the
credit facility.  The loan to Insight Midwest bears annual
interest of 9%, compounded semi-annually, has a scheduled maturity
date of January 31, 2011 and permits prepayments.  As of March 31,
2005, the balance of the $100 million loan including accrued
interest was $130.2 million.

On Aug. 26, 2003, the Company amended the Insight Midwest Holdings
Credit Facility in connection with the refinancing of all the
obligations and conditionally guaranteed obligations of Insight
Ohio.  The amendment increased the Term B loan portion of the
credit facility from $900 million to $1.125 billion, which
increased the total facility size to $1.975 billion from
$1.750 billion.

Insight Communications (NASDAQ: ICCI) is the 9th largest cable
operator in the United States, serving approximately 1.3 million
customers in the four contiguous states of Illinois, Indiana,
Ohio, and Kentucky. Insight specializes in offering bundled,
state-of-the-art services in mid-sized communities, delivering
analog and digital video, high-speed Internet, and voice telephony
in selected markets to its customers.

                         *     *     *

As reported in the Troubled Company Reporter on June 3, 2005,
Standard & Poor's Ratings Services lowered its ratings on New York
City, New York-based cable TV operators Insight Communications Co.
Inc.  The corporate credit rating and senior unsecured debt
ratings were both lowered to 'CCC+' from 'B-'.  The outlook is
negative.  Insight is a 50% owner of Insight Midwest LP, a cable
partnership with Comcast Corp.'s Comcast Cable Holdings LLC
subsidiary.

"This rating action reflects Standard & Poor's downgrade of
Insight Midwest L.P.'s corporate credit rating to 'BB-' from
'BB'," said Standard & Poor's credit analyst Catherine Cosentino.

The corporate credit rating for Insight is four notches below
Insight Midwest, to reflect its very junior position relative to
other obligations at Insight Midwest.  Insight has very limited
assets, consisting of its 50% stake in Insight Midwest, coupled
with its own cash balances ($30 million at March 31, 2005), and
its $100 million noncash pay loan to Insight Midwest, which
accretes at 9% annually, and is currently approximately $130
million.  Insight Midwest has about $2.5 billion of debt that
would have to be repaid if the company is spit up under terms of
its partnership agreement.  Thus, ultimate repayment of the $350
million principal amount at maturity (2011) of the company's
12.25% senior discount notes in large part depends on refinancing
or asset sales by Insight Midwest, subject to mandatory bank loan
repayment requirements for asset dispositions.


J.P. MORGAN: Moody's Rates Class T-B-5 Sub. Certificates at B2
--------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by J.P. Morgan Mortgage Trust and ratings
ranging from Aa2 to B2 to the subordinate certificates in the
deal.

The securitization is backed by hybrid Jumbo mortgage loans.  The
mortgage loans are segregated into six groups for the purpose of
allocating interest and principal distributions among the senior
certificates.  The mortgage loans were originated or acquired by:

   * Chase Home Finance LLC (formerly Chase Manhattan Mortgage
     Corporation),

   * JPMorgan Chase Bank, and

   * Cendant Mortgage Corporation.

The mortgage loans were acquired from the originators by J.P.
Morgan Mortgage Acquisition Corp.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination.

Cendant Mortgage Corporation and Chase Home Finance LLC will each
act as a servicer of a portion of the related mortgage loans, and
Wells Fargo Bank, N.A. will act as master servicer for all loans.
Moody's has assigned Chase Home Finance LLC its top servicer
quality rating (SQ1) as a primary servicer of prime loans.

The complete rating actions are:

J.P. Morgan Mortgage Trust Mortgage Pass-Through Certificates
Series 2005-A1

   * Class 1-A-1 rated Aaa
   * Class 2-A-1 rated Aaa
   * Class 2-A-2 rated Aaa
   * Class 2-A-3 rated Aaa
   * Class 2-A-4 rated Aaa
   * Class 3-A-1 rated Aaa
   * Class 3-A-2 rated Aaa
   * Class 3-A-3 rated Aaa
   * Class 3-A-4 rated Aaa
   * Class 3-A-5 rated Aaa
   * Class 3-A-6 rated Aaa
   * Class 4-A-1 rated Aaa
   * Class 4-A-2 rated Aaa
   * Class 5-A-1 rated Aaa
   * Class 5-A-2 rated Aaa
   * Class 5-A-3 rated Aaa
   * Class 6-T-1 rated Aaa
   * Class A-R rated Aaa
   * Class I-B-1 rated Aa2
   * Class I-B-2 rated A2
   * Class I-B-3 rated Baa2
   * Class I-B-4 rated Ba2
   * Class I-B-5 rated B2
   * Class T-B-1 rated Aa2
   * Class T-B-2 rated A2
   * Class T-B-3 rated Baa2
   * Class T-B-4 rated Ba2
   * Class T-B-5 rated B2


KEYSTONE CONSOLIDATED: Court Approves Third Amended Disclosure
--------------------------------------------------------------
The Honorable Susan V. Kelley of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin approved, on Monday, June 27, 2005,
the Third Amended Disclosure Statement explaining the Third
Amended Joint Plan of Reorganization filed by Keystone
Consolidated Industries, Inc., and its debtor-affiliates.

Judge Kelley determined that the Disclosure Statement contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code for creditors to make informed decisions when
they're asked to accept or reject the Plan.  The Debtors are now
authorized to solicit acceptances of that Plan.

The Court will convene a hearing on August 10, 2005, at 11:00 a.m.
to discuss the merits of the Plan.  Objections to the Plan, if
any, must be filed by 4:30 p.m. on August 3, 2005, and served on:

     The Debtors:

        Keystone Consolidated Industries, Inc.
        Attn: David L. Cheek
        7000 SW Adams Street
        Peoria, Illinois 61641
        Fax: 309-697-7120

        Keystone Consolidated Industries, Inc.
        Attn: E. Pierce Marshall, Jr.
              Bert E. Downing
        5430 LBJ Freeway, Suite 1740
        3 Lincoln Centre
        Dallas, Texas 75240-2697
        Fax: 972-448-1408

     Counsel to the Debtors:

        Kirkland & Ellis LLP
        Attn: David L. Eaton, Esq.
              Anne M. Huber, Esq.
              Roger J. Higgins, Esq.
        200 E. Randolph Drive
        Chicago, Illinois 60601
        Fax: 312-861-2200

        Whyte Hirschboeck Dudek S.C.
        Attn: Bruce G. Arnold, Esq.
              Daryl L. Diesing, Esq.
              Patrick B. Howell, Esq.
        555 East Wells Street, Suite 1900
        Milwaukee, Wisconsin 53202-3819
        Fax: 414-223-5000

     The U.S. Trustee:

        Office of the United States Trustee:
        Attn: David Asbach
        517 E. Wisconsin Avenue
        Room 430
        Milwaukee, Wisconsin 53202
        Fax: 414-297-4478

     Counsel to the Official Committee of Management Retirees:

        Stahl Cowen Crowley LLC
        Attn: Trent P. Cornell, Esq.
        55 West Monroe Street
        Suite 500
        Chicago, Illinois 60603
        Fax: 312-641-6959

     Counsel to Congress Financial Corporation:

        Latham & Watkins
        Attn: Stephen R. Tetro
              J. Douglas Bacon
        Sears Tower-Suite 5800
        Chicago, Illinois 60606
        Fax: 3112-993-9767

     Debtors' Noticing and Claims Agent:

        Kurtzman Carson Consultants LLC
        Attn: Keystone Solicitation Agent
        12910 Culver Boulevard, Suite I
        Los Angeles, California 90066
        Fax: 310-823-9133

     Counsel to the Official Committee of Unsecured Creditors:

        Jenner & Block LLP
        Attn: Jeff J. Marwil
              Ronald R. Peterson
              Brian I. Swett
        One IBM Plaza
        Chicago, Illinois 60611-7603
        Fax: 312-527-0484

     Counsel to DIP Lenders:

        Rogers & Hardin LLP
        Attn: Carolyn B. Dobbins
        2700 International Tower
        229 Peachtree Street, NE
        Atlanta, Georgia 30303-1601
        Fax: 404-525-2224

     Counsel for ISWA:

        Cusack, Fleming, Gilfillan & O'Day
        Attn: Daniel G. O'Day
        124 Southwest Adams Street, Suite 520
        Peoria, Illinois 61602
        Fax: 309-637-5788

     General Counsel to Contran:

        J. Mark Hollingsworth, Esq.
        5430 LBJ Freeway, Suite 1740
        Dallas, Texas 75240
        Fax: 972-448-1445

                     The Third Amended Plan

The Plan's primary purpose is to ensure that the Debtors, on a
long-term basis, reduce their union and retiree benefit costs to a
manageable level.  The Plan also aims to restructure the Debtors'
capital structure by reducing debt and interest payments.

                       Treatment of Claims

Administrative claims, priority tax claims, other priority claims,
secured claims and the Congress DIP claims will be paid in full on
the Effective Date.

EWP Financial's $5,000,000 DIP claims will be exchanged for
$5,100,000 shares or 51% of the New Common Stock in the
Reorganized Debtors.

The ISWA CBA will be assumed and the Union claims will be
satisfied through pro rata shares of:

        i) the unsecured cash distribution;
       ii) New Secured Note proceeds; and
      iii) New Common Stock premised on a $9 million general
           unsecured claim.

The Union claim holders are expected to recover 39.6% of their
claims.

The Retiree claimants are expected to recovery 31.9% of their
claims through pro rata shares of:

        i) the unsecured cash distribution;
       ii) New Secured Note proceeds; and
      iii) New Common Stock premised on a $5 million allowed
           claim.

General unsecured creditors will recover 39.5% of their claims,
through:

       i) the unsecured cash distribution;
      ii) the New Secure Note proceeds; and
     iii) 4,900,000 shares or 49% of the New Common Stock of the
          Reorganized Debtor.
Sherman Wire's general unsecured creditors are expected to recover
75% to 100% of their claims.

Keystone's equity interest holders will not receive any
distributions under the Plan.

Sherman Caldwell, J.L. Prescott, DEMI and FV Steel's equity
holders will retain their Old Equity interests.

                          Exit Facility

The Plan will be funded by an $80 million exit financing facility
comprised of:

     -- a $25 million senior secured term loan;
     -- a $45 million revolving credit facility;
     -- a $10 million CAPEX facility; and
     -- Letters of Credit sufficient to support the Business Plan;

provided by an unidentified Exit Lender.

The loan will be secured by a collateral on fixed assets, accounts
receivable and inventories at the Debtors' businesses in Peoria,
Illinois, Sherman Wire in Sherman, Texas, and Engineered Wire
Products in Upper Sandusky, Ohio.  In addition, the lenders will
have a first priority lien on the Debtors' real property located
in Illinois, Texas, Ohio, Wisconsin, Arkansas and Kansas.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company filed for chapter 11 protection on February 26, 2004,
(Bankr. E.D. Wisc. Case No. 04-22422).  Daryl L. Diesing, Esq., at
Whyte Hirschboeck Dudek S.C., and David L. Eaton, Esq., at
Kirkland & Ellis LLP, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, it listed $196,953,000 in total assets and $365,312,000
in total debts.


KEYSTONE CONSOLIDATED: Court Approves Insurance Settlement Deal
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
approved a partial settlement of environmental insurance liability
disputes among Keystone Consolidated Industries, Inc., Valhi,
Inc., and The Employers Mutual Liability Insurance Company of
Wisconsin.

A settlement agreement signed by the parties provides for the
insurance company's release from future liabilities in connection
with the Debtor's Superfund sites at Rockford and Byron, Illinois,
and Cortland, New York.  A Superfund site is any land in the U.S.
that has been contaminated by hazardous waste and identified by
the Environmental Protection Agency as a candidate for cleanup
because it poses a risk to human health, the environment, or both.

The Debtors and Valhi, Inc., sued Employers Mutual in October 2003
to force the insurer to pay defense and indemnity costs arising
from alleged environmental contamination at various sites where
the Debtors operate.  The insurance company had previously denied
any liability on account of the Debtors' claims.

            Terms of the Partial Settlement Agreement

Under the terms of the partial settlement agreement, the insurance
company will:

     a) cancel Keystone Consolidated's obligation to repay
        $650,000 in advance environmental remediation costs;

     b) make a $675,000 additional cash payment to Keystone
        Consolidated for environmental remediation costs.

     c) release and discharge Keystone Consolidated and
        Valhi, Inc. from any claims, liabilities or obligations
        that might be triggered by the allocation of settlement
        payment to the insurance policies at issue.  The insurance
        company's duty to the contribute to the defense costs of
        Keystone or Valhi, Inc. shall terminate upon the
        Bankruptcy Court's approval of the settlement agreement.

In addition, Keystone Consolidated and Valhi, Inc., will:

     a) release the insurance company from any future toxic tort,
        environmental remediation coverage claims and defense
        costs arising from the three Superfund sites;

     b) indemnify and hold the insurance company harmless from any
        contribution claims that may be asserted in the future by
        other insurers, in the event that Keystone Consolidated
        decides to files claims for the three Superfund sites;

The insurance company will pay the Debtors and Valhi, Inc. a total
of $1,325,000 for release from any future site liabilities at
Rockford, Byron and Cortland.  The settlement amount represents an
85% recovery of the Debtor's $1.556 million estimated un-
reimbursed expenses at the three sites.

Keystone Consolidated advises the Court that investigation and
remediation costs incurred in connection with groundwater
contamination at its Peoria, Illinois, plant site are not included
in the partial settlement agreement.  Claims related to coverage
for that site remain pending for trial in the U.S. District Court
for the Central District of Illinois.

                      About Valhi, Inc.

Valhi, Inc. is a publicly traded company 90% controlled by Texas
billionaire Harold Simmons.  The Company conducts diversified
operations in chemicals, metals, waste management, computer
support systems, and precision ball bearing slides and locking
systems. Mr. Simmons' holding company, Contran Corporation, holds
a controlling interest in Keystone Consolidated Industries.

                 About Keystone Consolidated

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company and its debtor-affiliates filed for chapter 11 protection
on February 26, 2004, (Bankr. E.D. Wisc. Case No. 04-22422).  The
case is jointly administered under E.D. Wisc. Case No. 04-22421.
Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., and David
L. Eaton, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $196,953,000 in total
assets and $365,312,000 in total debts.


LAC D'AMIANTE: Committee Hires Stutzman Bromberg as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas gave
the Official Committee of Unsecured Creditors of Lac d'Amiante Du
Quebec Ltee and its debtor-affiliates permission to employ
Stutzman, Bromberg, Esserman & Plifka as its counsel.

Stutzman Bromberg will:

   a) advise the Committee regarding:

        i) matters of bankruptcy law and procedures; and

       ii) of its statutory powers and duties to its constituents,
           with regards to the assets and claims filed against the
           Debtors and their estates;

   b) prepare any pleadings, motions, answers, notices, orders and
      reports that required for the Committee to the Bankruptcy
      Court in the orderly administration of the Debtors' estates;

   c) assist, advise, and consult the Committee in:

        i) its investigation of the acts, conducts, assets,
           liabilities and financial condition of the Debtors;

       ii) the operation of their businesses; and

      iii) the desirability of continuing the Debtors' businesses;

   d) assist the Committee in the negotiation or opposition to any
      proposed plan or plans of reorganization and an accompanying
      disclosure statement;

   e) render other necessary legal services as the Committee may
      require from time to time.

Robert T. Brousseau, Esq., a shareholder at Stutzman Bromberg,
discloses that the Firm received a $50,000 retainer from the
Debtors.  Mr. Brousseau charges $500 per hour for his services.

Mr. Brousseau reports Stutzman Bromberg's professionals bill:

      Professional             Designation      Hourly Rate
      ------------             -----------      -----------
      Sander L. Esserman       Shareholder         $625
      Peter C. D' Apice        Shareholder         $440
      Van J. Hooker            Shareholder         $290
      Jo E. Hartwick           Shareholder         $325
      Andrea L. Niedermeyer    Associate           $275
      David L. Parson          Associate           $275
      Jacob L. Newton          Associate           $200
      Cliff I. Taylor          Associate           $185
      Cindy L. Jeffrey         Paralegal           $140

Stutzman Bromberg assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtors or their
estates.

Headquartered in Tucson, Arizona, Lac d'Amiante Du Quebec Ltee,
fka Lake Asbestos of Quebec, Ltd., and its affiliates, are all
non-operational and dormant subsidiaries of ASARCO Inc., nka
ASARCO LLC.  ASARCO mines, smelts and refines copper and
molybdenum in the United States and Peru.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 11,
2005 (Bankr. S.D. Tex. Case No. 05-20521).  Nathaniel Peter
Holzer, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they each
estimated assets and debts of more than $100 million.


LAC D'AMIANTE: Committee Hires L Tersigni as Financial Advisors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas gave
the Official Committee of Unsecured Creditors of Lac d'Amiante Du
Quebec Ltee and its debtor-affiliates permission to employ
L Tersigni Consulting PC as its financial advisors.

L Tersigni will:

   a) assist the Committee in the analysis and evaluation of the
      Debtors' financial statements, including compliance with
      generally accepted accounting principles, Federal and State
      Income Tax Returns and State Franchise Tax Returns;

   b) consult the Committee with respect to accounting and
      financial reporting matters and review and evaluate audited
      and unaudited financial statements in accordance with
      applicable professional standards;

   c) analyze and evaluate the Debtors' pre-petition transactions,
      solvency analysis, monthly reports and other reports
      required by the Bankruptcy Court, the Office of the U.S.
      Trustee and the Debtors' creditors;

   d) advise and consult the Committee regarding any program for
      the disposition of the Debtors' assets and assist in the
      negotiation or opposition to any proposed plan or plans of
      reorganization;

   e) assist in assembling information needed by the Committee in
      the performance of its statutory powers and duties to its
      constituents, including rights and remedies of the Committee
      and its constituents with regards to claims filed against
      the Debtors' estates; and

   f) perform all other audit, accounting and financial consulting
      services that the Committee will request from time to time
      in the conduct of its business.

Loreto T. Tersigni, C.P.A., a Principal at L Tersigni, is one of
the professionals performing services to the Committee.  Mr.
Tersigni charges $550 per hour for his services.

Mr. Tersigni reports L Tersigni's professionals bill:

      Designation             Hourly Rate
      -----------             -----------
      Managing Directors         $515
      Directors                  $395
      Managers                   $305
      Senior Consultants         $225

L Tersigni assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtors or their
estates.

Headquartered in Tucson, Arizona, Lac d'Amiante Du Quebec Ltee,
fka Lake Asbestos of Quebec, Ltd., and its affiliates, are all
non-operational and dormant subsidiaries of ASARCO Inc., nka
ASARCO LLC.  ASARCO mines, smelts and refines copper and
molybdenum in the United States and Peru.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 11,
2005 (Bankr. S.D. Tex. Case No. 05-20521).  Nathaniel Peter
Holzer, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they each
estimated assets and debts of more than $100 million.


LAC D'AMIANTE: Files Schedules of Assets & Liabilities
------------------------------------------------------
Lac d'Amiante Du Quebec Ltee fka Lake Asbestos of Quebec, Ltd.,
delivered its Schedules of Assets and Liabilities to the U.S.
Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division, disclosing:

     Name of Schedule       Assets         Liabilities
     ----------------       ------         -----------
   A. Real Property        $196,460
   B. Personal Property     unknown
   C. Property Claimed
      as Exempt
   D. Creditor Holding
      Secured Claim
   E. Creditors Holding
      Unsecured Priority
      Claim
   F. Creditors Holding
      Unsecured Nonpriority
      Claim                                unknown
                             --------      -------
      Total                  unknown       unknown

Headquartered in Tucson, Arizona, Lac d'Amiante Du Quebec Ltee,
fka Lake Asbestos of Quebec, Ltd., and its affiliates, are all
non-operational and dormant subsidiaries of ASARCO Inc., nka
ASARCO LLC.  ASARCO mines, smelts and refines copper and
molybdenum in the United States and Peru.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 11,
2005 (Bankr. D. Ariz. Case No. 05-20521).  Nathaniel Peter Holzer,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they each estimated assets
and debts of more than $100 million.


LBACK DEVELOPMENT: Hires Charles R. Chesnutt as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas gave
LBack Development, L.P., permission to employ Charles R. Chesnutt,
Esq., as its general bankruptcy counsel.

Mr. Chestnut will:

   1) provide the Debtor with legal advice with respect to its
      powers and duties as a debtor-in-possession in the continued
      operation and management of its business and property;

   2) take necessary action to see that the automatic stay is
      effective and is observed and assist the Debtor in
      negotiations with its creditors;

   3) prepare and file the Debtor's Schedules of Assets and
      Liabilities, Statements of Financial Affairs and Executory
      Contracts and Unexpired Leases;

   4) advise and assist the Debtor in the formulation and
      negotiation of a chapter 11 plan and its accompanying
      disclosure statement and take necessary actions to file and
      prosecute the confirmation of that plan and approval of that
      disclosure statement; and

   5) provide all other necessary legal services to the Debtor
      that are necessary in its bankruptcy case.

Mr. Chestnut is the lead attorney for the Debtor.  Mr. Chestnut
charges $310 per hour for his services.

Mr. Chestnut had not yet submitted his retainer amount to the
Debtor when the Debtor filed its request with the Court to employ
Mr. Chestnut as its counsel.

Mr. Chestnut assures the Court that he does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Plano, Texas, LBack Development, L.P., filed for
chapter 11 protection on March 31, 2005 (Bankr. E.D. Tex. Case No.
05-41537).  When the Debtor filed for protection from
its creditors, it estimated $50,000 in assets and more than
$10 million in debts.


LONGYEAR HOLDINGS: S&P Rates Proposed $375 Million Loans at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to drilling services and equipment company Longyear
Holdings Inc., doing business as Boart Longyear.  In addition,
Standard & Poor's assigned its 'B+' bank loan rating and '2'
recovery rating to the company's proposed $75 million first-lien
revolving credit facility due 2010 and $300 million first-lien
term loan due 2012.  The '2' recovery rating indicates the
likelihood of substantial (80%-100%) recovery of principal in the
event of a payment default.

Standard & Poor's also assigned its 'B-' bank loan rating and '5'
recovery rating to the company's proposed $125 million second-lien
term loan due 2013.  The '5' recovery rating indicates the
likelihood of negligible (0%-25%) recovery of principal after
payment on the first-lien facilities in the event of a payment
default.  The outlook is stable.

Proceeds from the new credit facilities will be used to finance
the acquisition of Boart Longyear by Advent International, a
private equity firm, from Anglo American PLC (A-/Stable/A-2) and
to repay the company's existing debt obligations.  Upon the
completion of the transaction, which is expected to close in July
2005, the company will have slightly more than $425 million of
debt outstanding.  The company anticipates relocating its
headquarters to the U.S. from South Africa.

"The ratings on privately held Boart Longyear reflect the
company's very aggressive financial leverage, volatile financial
performance given its exposure to the commodity mining industry,
and especially high exposure to the gold industry," said Standard
& Poor's credit analyst John R. Sico.  "These factors are somewhat
offset by the company's leading position in the contract drilling
services industry and its low degree of operating leverage."

Boart Longyear generated sales of $768 million in 2004 through its
two operating segments:

    1) Drilling Services, and
    2) Drilling and Industrial Products.

Through the Drilling Services segment (46% of 2004 net sales), the
company provides services to the mining, energy, environmental,
geotechnical, water, and construction industries on a contract
basis.  Such contracts typically last for three weeks and
generate, on average, $100,000 of revenue, though contracts in the
mining industry last longer.  The Drilling and Industrial Products
segment (54% of 2004 net sales) provides tools, equipment, and
services for the natural resource sectors (which include mining
and energy), the construction, water, and environmental
industries, and others.  Boart Longyear generated 67% of its sales
and 88% of EBITDA from just two business divisions, contract
Drilling Services and the Coring Tools and Equipment division.

Boart Longyear is one of a few global drilling services companies
in a fragmented market, competing mostly against regional and
local contractors.  Its size provides a competitive advantage in
contracting with major mining companies. Its customers include
leading global mining concerns, though no customer accounted for
more than 7.5% of 2004 net sales and no one contract more than 3%
of sales.  In addition, the company has good geographic
diversification, operating in the U.S., Canada, and Latin America
(which together contribute approximately 50% of 2004 revenues),
Australia and Asia (19% of revenues), sub-Saharan Africa (10% of
revenues), and Europe (10% of revenues).


LYNN SOMPPI: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lynn Ann Somppi
        dba Lynn Ann's Day Care
        1509 Mountain Boulevard
        Oakland, California 94611

Bankruptcy Case No.: 05-43555

Chapter 11 Petition Date: June 28, 2005

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Lawrence L. Szabo, Esq.
                  Law Offices of Lawrence L. Szabo
                  3608 Grand Avenue, Suite I
                  Oakland, California 94610-2024
                  Tel: (510) 834-4893

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   MBNA America                                     $13,908
   P.O. Box 17054
   Wilmington, DE 19884

   American Express                                 $12,747
   P.O. Box 360001
   Ft. Lauderdale, FL 33336-0001

   Sam's Club                                       $11,400
   P.O. Box 4596
   Carol Stream, IL 30197

   Citibank Mastercard                              $10,844

   Citibank Mastercard                              $10,844

   Cheryl Ames                                      $10,000

   John Karnay                                      $10,000

   Lynn Woltier                                     $10,000

   Tom O'Malley                                     $10,000

   Citibank                                          $9,163

   Chase                                             $9,150

   Discover Financial                                $8,104

   Bank of America                                   $7,478

   Bank of America                                   $7,168

   Chase                                             $6,785

   Citibank Ready                                    $3,000

   MBNA America                                        $999

   MBNA America                                        $969

   Target National Bank                                $681

   Sears Credit Card                                   $448


MANUFACTURING TECHNOLOGY: Taps Jose Bigas as Bankruptcy Counsel
---------------------------------------------------------------
Manufacturing Technology Services, Inc., asks the U.S. Bankruptcy
Court for the District of Puerto Rico for permission to retain
Jose Raul Cancio Bigas, Esq., as its bankruptcy attorney.

Manufacturing Technology wants Mr. Bigas to perform all the
necessary legal services and provide all relevant advice for the
Debtor to continue operating while in chapter 11.

For his professional services, the Debtor will pay Mr. Bigas
$160 per hour.  The Debtor paid Mr. Bigas a $15,000 retainer.

To the best of the Debtor's knowledge, Mr. Bigas is a
"disinterested person" as that term is defined is Section 101(14)
of the Bankruptcy Code.

Headquartered in Caguas, Puerto Rico, Manufacturing Technology
Services Inc. -- http://www.mtspr.com/-- manufactures biometric
devices, digital and electronic meters, and special-purpose
computers and laptops.  The Company filed for chapter 11
protection on April 18, 2005 (Bankr. D. P.R. Case No. 05-03663).
When the Debtor filed for protection from its creditors, it
estimated assets between $1 million to $10 million and debts
between $10 million to $50 million.


MERIDIAN AUTOMOTIVE: Court Okays Pact with NIPSCO, COH & Steuben
----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
entered into stipulations with various utility companies to
resolve the Utilities' demands for adequate assurance of payment
of postpetition charges with respect to utility services provided
to the Debtors.

(1) NIPSCO and COH

    The Debtors agree to remit $13,305 to Northern Indiana Public
    Service Company and $10,000 to Columbia Gas of Ohio, as
    security deposits to be applied solely with respect to any of
    the Debtors' postpetition defaults.  If the Debtors fail to
    pay the Security Deposits, NIPSCO and COH will be free to
    terminate service to the Debtors immediately and without
    notice or further Court order.

    NIPSCO and COH agree to return the Security Deposits on the
    earliest to occur of (x) five business days following the
    effective date of any plan of reorganization in the Debtors'
    Chapter 11 cases, without prejudice to NIPSCO's and COH's
    right to request a new deposit pursuant to their tariffs, or
    (y) five business days after the termination of the Debtors'
    accounts with either NIPSCO or COH and their receipt of
    payment in full of postpetition balances owing on the
    accounts by the Debtors.

    The Debtors also agree to purchase from their gas marketer
    5,000 dth of gas in excess of their expected natural gas burn
    for the month and to have this delivered to COH for the
    Debtors' benefit.  COH will hold the Surplus in reserve.

    In the event that the Debtors nominate less gas from their
    gas marketer than they burn in any month or the Debtors' gas
    marketer terminates service to the Debtors, COH will supply
    the Debtors' gas requirements from the Surplus.

    The Debtors have to maintain at least 3,000 dth in the
    reserve Surplus.  If not, COH may, without further notice,
    hearing or Court order, immediately:

    -- disconnect utility service to the Debtors;

    -- apply the Security Deposit against any unpaid postpetition
       utility service provided by COH to the Debtors; and

    -- resell any remaining Surplus to a third-party and apply
       the proceeds of the sale to any unpaid postpetition
       utility service provided by COH to the Debtors.

(2) Steuben

    The Debtors agree to provide Steuben County REMC a $25,000
    security deposit to be applied solely with respect to any of
    the Debtors' postpetition payment defaults.  Steuben will
    return the Security Deposit on the earliest of:

    -- five business days after the effective date of any plan of
       reorganization in the Debtors' cases; or

    -- five business days after the termination of the Debtors'
       accounts with Steuben and its receipt of payment in full
       of postpetition balances owing on the accounts by the
       Debtors.

(3) American Electric, et al.

    The Debtors agree to remit to American Electric Power, DTE
    Energy Company, New York Electric and Gas Corporation, and
    Rochester Gas & Electric security deposits as adequate
    assurance of payment of postpetition charges:

           Utility                      Security Deposit
           -------                      ----------------
           American Electric                $116,620
           DTE Energy                         54,677
           New York Electric and Gas          63,000
           Rochester Gas & Electric            6,207

    The Utility Companies will retain the Security Deposit in
    accordance with applicable tariffs.  The Deposits cannot be
    applied to prepetition debts.

    The Utility Companies agree to return the Security Deposits
    to the Debtors or any amounts remaining following application
    to any postpetition arrearages or amounts due:

    -- on a closed account after all postpetition bills for the
       account are paid in full; or

    -- within 30 days of the Effective Date of a plan of
       reorganization if all of the Debtors' postpetition bills
       are paid in full.

    The Debtors will continue paying the Utility Companies for
    postpetition services in the ordinary course and in
    accordance with prepetition billing cycles.  Charges for
    utility services furnished postpetition will constitute
    administrative expenses of the estate.

    Upon occurrence of a default, a Utility Company may:

    1.  disconnect utility service to the Debtors;

    2.  apply the Security Deposits against any unpaid
        postpetition utility service charges; and

    3.  pursue any other remedy permitted by the Tariffs.

                          *     *     *

Judge Walrath approves the Debtors' stipulations with NIPSCO, COH
and Steuben.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Committee Objects to Lazard Freres' Fees
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
June 14, 2005, Meridian Automotive Systems, Inc., and its debtor-
affiliates sought authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Lazard Freres & Co. LLC as their
investment banker, nunc pro tunc, to May 23, 2005.

Pursuant to an engagement letter and indemnification letter dated
as of May 23, 2005, the Debtors agree to pay these fees to
Lazard:

(1) Monthly Advisory Fee

    A $150,000 monthly fee will be payable on execution of the
    Engagement Letter and on the 23rd day of each month
    thereafter until the earlier of the completion of the
    Restructuring or the termination of the firm's engagement.

    All monthly fees paid in respect of any months following the
    fourth month of the firm's engagement will be credited in
    whole or in part against any Restructuring or Sale
    Transaction fees in this manner:

       (i) One-half of all monthly fees paid with respect to the
           fifth through the 12th month of the firm's engagement
           will be credited;

      (ii) all monthly fees paid with respect to the 13th through
           the 18th month of the firm's engagement will be fully
           credited; and

     (iii) One-half of any monthly fee paid with respect to any
           month from the 19th month of the firm's engagement and
           thereafter will be credited;

(2) Restructuring Fee

    A $4,000,000 Restructuring Fee, payable on the consummation
    of a Restructuring.

(3) Sale Transaction Fee

    If the Debtors consummate a Sale Transaction incorporating
    all or a majority of the assets or equity securities of the
    Debtors, the firm will be paid a Sale Transaction Fee equal
    to the greater of (x) the Fee calculated based on the
    Aggregate Considerations as set forth in the Engagement
    Letter or (y) the Restructuring Fee.

    In the event that the Debtors consummate any Sale Transaction
    that is not contemplated under the Engagement Letter, the
    Debtors will pay the firm a Sale Transaction Fee calculated
    as set forth in the Engagement Letter, of which 1/2 will be
    credited against the Restructuring Fee or the Sale
    Transaction Fee.

    Any Sale Transaction Fee will be paid upon the consummation
    of the applicable Sale Transaction.

(4) Financing Fee

    A financing fee equal to 5% of any of the aggregate gross
    proceeds raised in the form of equity or equity-linked
    capital and payable immediately upon closing of any
    Financing.

    One-half of any Financing Fee paid to the firm will be
    credited against any Restructuring Fee or Sale Transaction
    Fee, as applicable.

                    Creditors Committee Objects

The Official Committee of Unsecured Creditors objects to the
Debtors' application to employ Lazard Freres & Co., LLC, to the
extent that it seeks approval of a $4 million restructuring fee
subject to review only under the improvidence standards of
Section 328(a) of the Bankruptcy Code.

David Neir, Esq., at Winston & Strawn LLP, maintains that the
firm should be retained pursuant to Section 330, thereby
rendering the firm's compensation subject to review under a
"reasonable standard," which is especially important given the
Restructuring Fee the firm stands to collect on top of other
fees.

The Committee asserts that the Restructuring Fee should be
determined on a "value added" basis as determined by the Court
after the Debtors have reorganized or their material business
assets have been liquidated and the firm has submitted a final
fee application.

Moreover, the Committee believes that Lazard's proposed
limitation on any liability it may incur, with respect to the
Debtors' Chapter 11 cases to the aggregate amount of fees
actually paid to the firm, is inappropriate.  The Committee,
therefore, asks the Court to strike out that or any prospective
limitation from the terms of the firm's engagement.

According to Mr. Neir, "Lazard's contribution obligation, absent
a finding that Lazard acted with willful misconduct, bad faith or
gross negligence, shall be limited to 'the aggregate fees
actually paid to [Lazard] for such investment banking services.'"

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERRITT FUNDING: S&P Rates $37 Mil. Preferred Trust Certs. at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Merritt Funding Trust Series 2005-1's $928,338,934
asset-backed floating-rate notes and trust certificates series
2005-1.

The preliminary ratings are based on information as of June 27,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    - The credit enhancement provided to each class of notes and
      the preferred trust certificates through the subordination
      of cash flows to the common trust certificates;

    - The transaction's cash flow structure, which has been
      subjected to various stresses requested by Standard &
      Poor's; and

    - The legal structure of the transaction, including the
      bankruptcy remoteness of the issuer.

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

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

                   Preliminary Ratings Assigned
               Merritt Funding Trust Series 2005-1

      Class                        Rating                Amount
      -----                        ------                ------
      A-1                          AAA             $446,531,000
      A-2 (revolver)               AAA             $295,211,000
      B                            AA                $9,284,000
      C                            A                $70,553,000
      D                            BBB              $29,707,000
      Preferred trust certs        BB               $37,134,000
      Common trust certs           N.R.             $39,918,934


                         N.R. - Not rated.


MIRANT CORP: Anders Maxwell Reveals Valuation Report Inaccuracies
-----------------------------------------------------------------
The Mirant Shareholder Rights Group LLC supports expert testimony
presented by Anders Maxwell, Equity Committee's witness, during
Mirant's valuation hearing, which concluded on June 27, 2005.  The
expert testified that inaccuracies in the Blackstone Group
valuation report prepared for Mirant Corporation (OTC: MIRKQ)
masked at least $1.74 billion of value in its business plan
forecasts and used improper methodologies to undervalue its
domestic and foreign cash flows.  Using Blackstone's own valuation
method with accurate and current figures, Mr. Maxwell demonstrated
to the Court that a valuation in the range of $12 billion to
$13.7 billion was a more accurate calculation than that arrived at
previously by Blackstone on behalf of Mirant.  A valuation in this
range would yield up to $1.74 billion in rightful shareholder
recovery.

"This testimony provides quantifiable evidence that Mirant is
understating the company's value in order to deny shareholders'
their rightful recovery," said Mark Adams, a member of The Mirant
Shareholder Rights Group.  "It is interesting to note testimony
that Blackstone designed the prepackaged plan which left
shareholders intact, and stated during trial that the company was
worth more today than when it filed for bankruptcy.

At present, the market value of the debt is trading at 30% above
the estimated value of recovery in Mirant's plan.  It seems
utterly nonsensical that the creditors, who stand to recover 100%
or more, are unwilling to simply afford the stockholders their
rightful recovery, which would cause their debt securities to be
valued at par or above."

These are some of the major errors and omissions in Mirant's
business plan, forecasts and valuation:

    * $1.0 billion to $1.5 billion of enterprise value is hidden
      as a result of an unnecessarily costly capital structure and
      unrecognized cash that appears designed to artificially
      diminish liquidity and bloat the balance sheet.

    * $265 million of freed-up cash as a result of reduced
      collateral requirements post emergence was not recognized by
      Mirant or its advisors.

    * $245 million in increased valuation as a result of Mirant's
      incorrect comparison to comparable companies in the merchant
      energy sector.

    * $179 million in increased valuation by removing stale energy
      prices used by Mirant in its outdated business plan, and
      substituting actual near-term market prices and a realistic
      market forecast for long-term fuel prices.

    * $100 million in payments made during bankruptcy that were
      not netted against a Power Purchase Agreement rejection
      claim, which, if rejected would be recouped.

    * $75 million in increased valuation as a result of using a
      more realistic tax rate on Mirant's future earnings.

    * $60 million in increased valuation as a result of Mirant
      applying an incorrect discount rate to the savings provided
      by net operating losses created when Mirant wrote off a huge
      portion of its assessed asset values.

In addition to aforementioned inaccuracies, there were numerous
changes made to Blackstone's Weighted Average Cost of Capital
assumptions and other valuation model methodologies used by Mirant
and its advisors.  These errors reduced Mirant's projected
discounted cash flows and resulting enterprise value by at least
another $1 billion.

Simply taking these error corrections into account on a
conservative basis, and using Blackstone's base valuation, PJSC
has determined that the range of value available to shareholders
should be $360 million to $1.74 billion.  The values listed above
do not include any of the potential $1.9 billion recovery against
Southern Company, or any other potential estate claims that may
exist.  The corrected values also do not include four additional
PJSC findings contained in its expert valuation report:

    * $524 million in enterprise value hidden as a result of
      Mirant's use of different pricing from the installed
      capacity pricing that exists in the three primary regional
      power markets in which Mirant operates.

      Installed capacity markets have been developed to provide a
      source of revenue to owners of generating units for
      maintaining capacity in place, which ensures an adequate
      reserve margin for system reliability.

    * $122 million in enterprise value hidden as a result of
      Mirant's exclusion of Bowline, a 750 megawatt generating
      unit project that is fully permitted and 39 percent
      complete, from its valuation.

    * $100 million in enterprise value hidden as a result of the
      assumption by Mirant that Lovett, a 441 megawatt generating
      unit, will be shut down between 2007 and 2008. The
      assumption, as acknowledged by Mirant, is unrealistic in
      light of local transmission constraints which require
      Lovett's capacity for load balance.

    * $84 million of enterprise value hidden as a result of
      Mirant's assumption that its power marketing operation will
      continue to operate at a loss of more than $30 million
      annually. PJSC believes the overhead could be reduced to
      $25 million annually at a minimum.

The valuation hearing concluded on June 27, 2005, and a ruling by
Judge Lynn is expected within the next several weeks.

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 CORP: Says Deutsche Bank Must Prove Multi-Million Claims
---------------------------------------------------------------
El Paso North America, by and through its affiliate:

    a. Mesquite Investors, L.L.C., sold to Mirant Americas, Inc.,
       its interest in West Georgia Generating Company, LLC, a
       wholly owned subsidiary of Mesquite, pursuant to a Purchase
       and Sale Agreement dated July 30, 2001, by and between
       Mesquite and MAI; and

    b. Shady Hills Holding Company, L.L.C., sold to MAI its
       interest in Shady Hills Power Company, LLC, a wholly owned
       subsidiary of SHC, pursuant to a Purchase and Sale
       Agreement dated as of July 30, 2001, by and between SHC and
       MAI.

In October 2001, Mirant Corporation executed two guaranty
agreements in favor of Mesquite and SHC and certain other parties.
Mirant guaranteed the obligations of MAI under the Mesquite
Agreement and the SHC Agreement.

Both MAI and Mirant were insolvent at the time the Guarantees
were executed.

On December 12, 2003, Mesquite filed four proofs of claim:

    Claim No.         Claim Amount         Debtor
    ---------         ------------         ------
      7250            $29,250,000           MAGi
      7251             29,250,000          Mirant
      7252             29,250,000          Mirant
      7254             29,250,000           MAI

SHC also filed four proofs of claim:

    Claim No.         Claim Amount         Debtor
    ---------         ------------         ------
      7255            $15,750,000            MAI
      7257             15,750,000           MAGi
      7258             15,750,000          Mirant
      7259             15,750,000          Mirant

Mesquite and SHC assert that installment payments are due and
owing pursuant to the Mesquite Agreement, the Mesquite Guaranty,
the SHC Agreement and the SHC Guaranty.

                Claims Assigned to Deutsche Bank

Subsequently, Mesquite and SHC assigned the proofs of claim to
Deutsche Bank Securities, Inc.  According to Deutsche Bank
Securities, Claim Nos. 7250 and 7257 against MAGi were asserted
"to the extent MAI's obligations under the Purchase Agreement
were assigned to MAGi -- as expressly contemplated by the
Purchase Agreement -- or to the extent MAGi is otherwise held to
be liable on account of the [Proofs of Claim]."

Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,
Florida, contends that the Mirant Claims should be disallowed and
expunged as fraudulent transfers.  Similarly, the MAGi Claims
should be disallowed and expunged because Deutsche Bank
Securities has failed to allege facts sufficient to support the
MAGi Claims.

Pursuant to Sections 105(a), 502(b) and 502(d) of the Bankruptcy
Code and Rule 3007 of the Federal Rules of Bankruptcy Procedure,
the Debtors ask the Court to disallow and expunge the MAGi Claims
and the Mirant Claims in their entirety.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 68; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Asks Court to Okay Virginia Power Fuel Sale Contract
-----------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to approve a
Fuel Oil Sale Contract dated June 21, 2005, between Mirant
Americas Energy Marketing, LP, and Virginia Power Energy
Marketing, Inc.

Jason D. Schauer, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that the Contract provides for the sale of
1,800,000 barrels of fuel oil in multiple shipments.  The fuel
oil will be delivered monthly from July 1, 2005, to December 1,
2005, in six cargoes of 300,000 barrels to Sandwich,
Massachusetts.  The fuel oil will be used at the generation
facilities owned by Mirant Canal, LLC, and Mirant Chalk Point,
LLC.

According to Mr. Schauer, the amount of fuel procured by the
Contract is consistent with past usage and the Debtors'
projections for the future needs of the power plants for the
period of July through December 2005.

The Debtors have conducted certain commercial activities through
MAEM, including fuel procurement for the Debtors' generation
facilities.  MAEM enters into transactions for the Debtors'
benefit pursuant to which MAEM procures the fuel, formulates the
daily dispatch decisions and sells the electricity generated in
the wholesale market for the generation facilities.  It has been
MAEM's standard practice to enter into agreements.

The Debtors believe that the Contract and the purchase of fuel
contemplated are within their ordinary course of business.  The
Contract was proposed in good faith and negotiated and executed
by MAEM and Virginia Power in an arm's-length transaction.

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


NATIONAL CENTURY: Yasmeh Wants Lincoln Medical Sale Order Enforced
------------------------------------------------------------------
On July 31, 2004, the Unencumbered Assets Trust -- successor-in-
interest to National Century Financial Enterprises, Inc., and its
debtor-affiliates -- and Shama Enterprises, LLC, executed an asset
purchase agreement with respect to assets located at 1830 S. Main
Street, 113 - 115, 129 E. Washington, in Los Angeles, California.

Bruce Yasmeh, managing member of Shama Enterprises, tells the
Court that Debtor Memorial Drive Complex, LLC, originally sold
the assets to Mark Aprahamian.  Shama Enterprises is Mark
Aprahamian's designee.

As reported in the Troubled Company Reporter on Sept. 9, 2004,
Mark Aprahamian, the Court-authorized buyer of the Debtors'
Lincoln Medical Clinic Property, objected to the request of
Liberty National Enterprise, L.P., to stay the order compelling
Memorial Drive Office Complex, a National Century Financial
Enterprises, Inc., debtor-affiliate, to sell the Lincoln Medical
Clinic Property to Mark Aprahamian pending its appeal.

As reported in the Troubled Company Reporter on August 13, 2004,
the Bankruptcy Court ruled that Liberty National defaulted under
the Bid Procedures Order for failing to close the sale of the
Lincoln Clinic Property by May 3, 2004.  The Court ordered
Memorial Drive Office Complex, National Century Financial
Enterprises, Inc. debtor-affiliate, to sell the Lincoln Clinic
Property to Mark Aprahamian for $4,525,000 as the second highest
bidder.

Mr. Yasmeh informs Judge Calhoun that he is currently a plaintiff
to a civil action against, among others, Kevin Jorgensen, pending
in the U.S. District Court for the Central District of
California.  Mr. Yasmeh relates that Barbara J. Klass, Esq., in
her capacity as counsel for the Defendants, has repeatedly signed
and filed documents containing "false, frivolous, and spurious"
allegations:

   (1) Shama Enterprises was not the purchaser of the Assets;

   (2) Shama Enterprises does not have a valid legal title of the
       Assets;

   (3) The Trust, as well as other parties, have engaged in
       improprieties with respect to the purchase and sale of the
       Assets;

   (4) Judge Calhoun was delinquent in failing to prevent the
       improprieties with respect to the purchase and sale of the
       Assets;

   (5) Saul Eisen, the U.S. Trustee, was delinquent in failing to
       prevent the improprieties with respect to the purchase and
       sale of the Assets;

   (6) There has been improper conduct on the part of the Court
       with respect to the Assets.

"To be perfectly blunt, attorney Barbara J. Klass is engaging in
egregious litigation misconduct in making such false, frivolous,
and spurious allegations," Mr. Yasmeh says.

Mr. Yasmeh complains that he has repeatedly advised Ms. Klass of
the sale of the Assets yet Ms. Klass "continues to question the
honesty and integrity of the Bankruptcy Court with respect to the
sale purchase and sale of the Assets.

Accordingly, Mr. Yasmeh asks Judge Calhoun to enforce the terms
and conditions of the Agreement and the prior Orders by:

   (i) restating that Shama Enterprises purchased the Assets free
       and clear of liens, claim, encumbrances, and interests;
       and

  (ii) ordering Ms. Klass to permanently refrain from any
       activities of any kind whatsoever that directly or
       indirectly interfere with the Agreement and the Orders.

Pursuant to Rule 11 of the Federal Rules of Civil Procedure and
Section 128.7 of the California Code of Civil Procedure, Mr.
Yasmeh further asks the Court to impose monetary sanctions
against Ms. Klass.  Mr. Yasmeh demands reimbursement of the
$3,000 incurred in connection with the filing of the request.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 57;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEIGHBORCARE INC: Board Rejects $1.7 Billion Omnicare Offer
-----------------------------------------------------------
NeighborCare, Inc. (Nasdaq: NCRX) reported that its Board of
Directors, after careful consideration, has unanimously
recommended that NeighborCare shareholders:

    (1) reject Omnicare's offer of $32 per share for all of
        NeighborCare's common stock,

    (2) not tender their shares, and

    (3) withdraw any shares that they may have previously
        tendered.

The Board's recommendation is based on its belief that:

    (a) the revised offer is inadequate and does not provide
        NeighborCare shareholders with the value they deserve;

    (b) NeighborCare's growth as well as its automation,
        technology and cost-cutting initiatives have added
        significant value to the Company since the original offer;

    (c) NeighborCare's stock has traded above the revised
        offer price since Omnicare's announcement of its revised
        offer, demonstrating that NeighborCare shareholders
        believe that NeighborCare shares are worth more than the
        revised offer price. In addition, Omnicare's stock has
        traded up substantially on its announcement, suggesting
        that its shareholders expect to benefit from value that
        NeighborCare's Board believes rightfully belongs to
        NeighborCare's shareholders; and

    (d) in light of the synergies that would be created and
        the benefits to Omnicare of a combination of these two
        companies, Omnicare is able to pay significantly in excess
        of the revised offer price.

John J. Arlotta, NeighborCare's Chairman, President, and Chief
Executive Officer, said:  "With its recommendation to reject
Omnicare's revised offer, our Board re-affirmed its belief that
NeighborCare has made tremendous progress over the past 18 months
and that shareholders deserve to receive more value for their
investment than what has been offered by Omnicare.  Therefore, we
urge our investors not to tender their shares to Omnicare.  We
remain confident in our business and have always been clear that
we would be open to any compelling proposal that would deliver
meaningful and appropriate value to our shareholders.  While
Omnicare has improved its offer, the revised offer still doesn't
meet that criteria."

In connection with its determination, the Board received the oral
opinion of Goldman, Sachs & Co. to the effect that, as of June 24,
2005, the revised offer was inadequate, from a financial point of
view, to the holders of NeighborCare common stock.

Goldman, Sachs & Co. and Wachtell, Lipton, Rosen & Katz are acting
as advisors to the NeighborCare Board.  The Company will file an
amendment to its Schedule 14D-9 with the Securities and Exchange
Commission detailing the reasons for its rejection of Omnicare's
revised offer.

                      Omnicare Tender Offer

On May 24, 2004, Omnicare announced its intention to purchase all
of the outstanding shares of the Company's common stock for $30
per share in cash.  On May 25, 2004, the Company's Board of
Directors unanimously rejected the proposal.

On June 3, 2004, Omnicare announced its intention to commence a
tender offer to purchase all of the outstanding shares of our
common stock for $30 per share in cash.  The tender offer formally
commenced on June 4, 2004 and was originally stated to expire on
July 7, 2004 but has been subsequently extended, most recently to
June 3, 2005.

On June 14, 2004, the Company's Board of Directors unanimously
recommended that shareholders reject the tender offer and not
tender shares pursuant to the offer.  On December 23, 2004,
Omnicare, Inc. nominated three directors to the Company's eight
member Board of Directors.

On June 3, 2005, Omnicare extended its offer for all of the
outstanding shares of the Company's common stock for $30.00 per
share in cash.  The offer, which was to have expired on Friday,
June 3, 2005 at 5:00 p.m., New York City time, was extended until
5:00 p.m., New York City time, on June 30, 2005, unless further
extended.

As of the close of business on June 3, 2005, a total of 9,977,499
shares of NeighborCare common stock had been tendered.  This
represents approximately 22.6% of NeighborCare's outstanding
shares (or approximately 22.0% of NeighborCare's outstanding
shares, calculated on a fully diluted basis).

On June 16, 2005, Omnicare, Inc. (NYSE: OCR) increased its tender
offer to purchase all of the outstanding common stock of
NeighborCare to $32.00 per share in cash for a total transaction
value of approximately $1.7 billion, which includes the assumption
of NeighborCare's net debt.  The revised tender offer is scheduled
to expire at 5:00 p.m., New York City time, on Thursday, June 30,
2005, unless extended.

NeighborCare, Inc. (Nasdaq: NCRX) -- http://www.neighborcare.com/
-- is one of the nation's leading institutional pharmacy providers
serving long term care and skilled nursing facilities, specialty
hospitals, assisted and independent living communities, and other
assorted group settings.  NeighborCare also provides infusion
therapy services, home medical equipment, respiratory therapy
services, community-based retail pharmacies and group purchasing.
In total, NeighborCare's operations span the nation, providing
pharmaceutical services in 34 states and the District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on June 13, 2005,
Moody's Investors Service placed the ratings of NeighborCare, Inc.
(senior implied at Ba2) under review for possible downgrade.

The rating actions are based on concerns that:

   (1) the company has not met expected cash flow targets since
       the spin-off of its nursing home operations because of
       competitive and reimbursement pressures;

   (2) liquidity has been constrained by higher than expected
       capital and acquisition spending;

   (3) the immediate reimbursement environment has become more
       risky, due largely to pressures on Medicaid; and

   (4) there is significant uncertainty around reimbursement
       associated with new legislation under Medicare Part D.

Since late 2003, when Moody's upgraded the company's debt ratings
following the spin-off of its nursing home operations,
NeighborCare (formerly Genesis Health Ventures) has not performed
to Moody's expectations.  Medicaid reimbursement pressures and
pricing competition have been the key factors driving weaker
performance.

In addition, a take-over bid by Omnicare -- which was launched
less than one year following the spin-off -- may have made it more
difficult to attract new business.  Moody's does not anticipate
that Omnicare will proceed with a transaction until after June 16,
2005, assuming the company receives FTC approval based on public
disclosures made by Omnicare.  Moody's understands that
NeighborCare is not interested in the current tender price of $30
per share.


NETEXIT INC: NorthWestern Reaches Agreement in Principle on Plan
----------------------------------------------------------------
NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWEC)
reached an agreement in principle with the creditors committee of
Netexit, Inc., f/k/a Expanets, Inc., on a chapter 11 plan of
liquidation.

According to terms of the agreement in principle:

   -- NorthWestern will receive an initial distribution of
      $20 million in cash for its allowed claims upon the
      effective date of confirming an amended and restated plan of
      reorganization and disclosure statement to be filed with the
      bankruptcy court.

   -- A reserve of an additional $5 million will be set aside
      through the amended plan for an additional distribution to
      NorthWestern after distributions are made on other allowed
      unsecured claims.

   -- A reserve of up to $22.9 million will be set aside through
      the amended plan for payment of allowed non-NorthWestern
      unsecured claims with distribution to occur only after all
      such unsecured claims are resolved.  Any remaining cash from
      this reserve, which is not paid out to other allowed
      unsecured claims, will be paid to NorthWestern.

   -- $8 million will be paid on the effective date of the plan to
      securities class action claimants to satisfy a $20 million
      allowed liquidated claim provided to former NorthWestern
      shareholders in a previously announced court-approved
      settlement.  Based on the terms of the securities
      settlement, NorthWestern expects to recognize an additional
      pre-tax loss on discontinued operations of approximately
      $8 million during the second quarter of 2005.

   -- After distributions are made to allowed unsecured,
      administrative and priority claims, any remaining Netexit
      estate funds will be paid to NorthWestern at the filing of a
      motion to close the bankruptcy proceeding.

According to Michael J. Hanson, NorthWestern President and Chief
Executive Officer, the agreement in principle to settle the estate
of Netexit was reached in bankruptcy court authorized mediation.
"We are pleased to have been able to reach an agreement which will
lead to a final liquidation of Netexit's estate funds.  We expect
the final resolution of Netexit's claims will lead to significant
cash distribution to NorthWestern within the next six to nine
months."

An amended and restated plan of reorganization and disclosure
statement will be finalized and filed with the U.S. Bankruptcy
Court for the District of Delaware in the next several weeks
incorporating the terms of the settlement reached during the
mediation.  According to the agreement in principle, Netexit's
creditors committee will support the amended and restated plan of
reorganization and disclosure statement in a solicitation letter
urging approval of the plan by Netexit's creditors.  If approved
by creditors and confirmed by the bankruptcy court, cash
distributions could be made to all unsecured creditors as
addressed in the settlement agreement and consistent with the
bankruptcy code soon after the effective date of such plan which
date is expected to be sometime in the fourth quarter of 2005.

                       About NorthWestern

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

                          About Netexit

Headquartered in Sioux Falls, South Dakota, Netexit, Inc., fka
Expanets, Inc., and its debtor-affiliates filed for chapter 11
protection on May 4, 2004 (Bankr. D. Del. Case No. 04-11321).
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker LLP, and Scott D. Cousins, Esq.
Victoria Watson Counihan, Esq., and William E. Chipman, Jr., Esq.,
at Greenberg Traurig, LLP, represent the Debtors.  When the
company filed for chapter 11 protection, it estimated $50 million
in assets and more than $100 million in liabilities.


OWNIT MORTGAGE: Moody's Rates Class B-5 Sub. Certificates at Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Ownit Mortgage Loan Trust 2005-1 and
ratings ranging from Aa2 to Ba2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by first and second lien adjustable-
rate and fixed-rate subprime residential mortgage loans originated
by Ownit Mortgage Solutions Inc. and acquired by Merrill Lynch
Mortgage Capital, Inc.  The ratings are based primarily on:

   a) the credit quality of the loans; and
   b) on the protection from:
      * subordination,
      * overcollateralization, and
      * excess spread.

Litton Loan Servicing LP (SQ1) will service the loans.  Moody's
has assigned Litton Loan Servicing LP its top servicer quality
rating (SQ1) as primary servicers of sub-prime loans.  Wells Fargo
Bank, N.A. will act as Trustee.

The complete rating actions are:

Ownit Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates
Series 2005-1

   * Class A-1, rated Aaa
   * Class A-2, rated Aaa
   * Class A-3, rated Aaa
   * Class R, rated Aaa
   * Class M-1, rated Aa2
   * Class M-2, rated A2
   * Class M-3, rated A3
   * Class B-1, rated Baa1
   * Class B-2, rated Baa2
   * Class B-3, rated Baa3
   * Class B-4, rated Ba1
   * Class B-5, rated Ba2


PAETEC COMMS: S&P Rates Proposed $200 Million Sr. Sec. Loan at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating to Fairpoint, New York-based PaeTec Communications, Inc., a
competitive local exchange carrier.  Standard & Poor's 'B' bank
loan rating and '5' recovery rating were assigned to the company's
proposed $200 million senior secured credit facility.

"The 'B' bank loan rating and '5' recovery rating indicate
expectations for negligible (0-25%) recovery of fully drawn loan
principal in the event of a payment default or bankruptcy," said
Standard & Poor's credit analyst Allyn Arden.  The bank loan
rating is based on preliminary documentation subject to change
upon receipt of final information. Pro forma for the debt
refinancing, debt outstanding is roughly $174 million.

The parent company, PaeTech Corp., was assigned Standard & Poor's
'B' corporate credit rating.  The outlook is negative.

Total bank proceeds of $160 million combined with proceeds from
the company's $150 million pending initial public offering will be
used to refinance existing indebtedness, pay a preferred dividend
to the company's private equity investors, and increase the
company's cash balance.  The bank facility and IPO are mutually
contingent.

Standard & Poor's corporate credit rating on PaeTec primarily
reflects:

    * the company's lack of sustainable competitive advantages in
      a fiercely competitive telecom market,

    * its small size,

    * limited market share, and

    * financial and operating risk associated with new
      acquisitions.

Tempering factors include the:

    * lengthy duration of customer contracts,

    * modest debt leverage and adequate liquidity of approximately
      $120 million in cash and a $40 million untapped revolver,
      and

    * modest free cash flow generation.

While increased competition from the regional Bell operating
companies or other CLECs would likely result in lower EBITDA,
PaeTec's ability to scale back capital expenditures should allow
it to continue generating positive discretionary cash flow.


PARMALAT USA: AP Services Wants $1 Million Success Fee Paid
-----------------------------------------------------------
As previously reported, Parmalat U.S.A. Corporation, and its U.S.
debtor-affiliates employed AP Services, LLC, as their crisis
manager.  Pursuant to an Engagement Letter between the parties,
the Debtors agreed that AP Services will be compensated for its
efforts by payment of a Contingent Success Fee in addition to the
standard hourly fees.

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

AP Services asks the Court to authorize the U.S. Debtors' payment
of the $1,000,000 Contingent Success Fee, which is applied for
under the terms of the Engagement Letter and the Court's Retention
Order.

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

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

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

Headquartered in Wallington, New Jersey, Parmalat U.S.A.
Corporation -- http://www.parmalatusa.com/-- generates more than
EUR7 billion in annual revenue.  The Parmalat Group's 40-some
brand product line includes milk, yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.  The company employs over 36,000 workers in 139
plants located in 31 countries on six continents.
It filed for chapter 11 protection on February 24, 2004 (Bankr.
S.D.N.Y. Case No. 04-11139).  Gary Holtzer, Esq., and Marcia L.
Goldstein, Esq., at Weil Gotshal & Manges LLP represent the
Debtors in their restructuring efforts.  When the U.S. Debtors
filed for bankruptcy protection, they reported more than $200
million in assets and debts.  The Bankruptcy Court confirmed the
U.S. Debtors' Plan of Reorganization on March 7, 2005.  (Parmalat
Bankruptcy News, Issue Nos. 56; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


PCA INT'L: Moody's Rates Proposed $50M 2nd Lien Sec. Notes at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to PCA
International LLC's proposed $50 million second lien Senior
Secured Notes and affirmed PCA's existing ratings; corporate
family rating (formerly known as senior implied rating) at Caa1.

At the same time, the ratings outlook was changed to stable from
negative.  The B3 senior secured rating reflects PCA's weak
operating performance in the highly competitive and fragmented
portrait retailing industry, as well as its relative seniority in
the capital structure and good asset coverage.

The change in ratings outlook reflects Moody's belief that the
additional liquidity provided by the proposed transaction will
accord the company increased flexibility to implement its
turnaround strategy of improving its operations.  Proceeds from
the proposed transaction will be used to repay roughly $30 million
of existing borrowings and for general working capital purposes.

The key rating drivers for PCA include:

   1) Volatility of revenues and cash flows.  The high seasonality
      of sales with most sales coming in the fiscal fourth quarter
      is a credit weakness.

   2) Real Estate.  PCA operates in all Wal-Mart super center
      stores and participates in selected new Wal-Mart store
      openings.  While the high dependency on Wal-Mart is a credit
      risk (96% of 2004 sales were in Wal-Mart portrait studios),
      being associated with Wal-Mart's strong distribution network
      and having an extended license agreement with Wal-Mart
      provide growth opportunities.

   3) Market position.  PCA's market position with over seven
      million customers and over two thousand established studios
      is a credit strength.

   4) Strategy execution.  PCA's revised strategy of offering new
      portrait packages at more competitive price points and
      coordinated marketing efforts with Wal-Mart are credit
      strengths.  However, Moody's notes the lack of progress in
      execution over the past five quarters as demonstrated by
      continuing compression in same store sales.  In addition to
      the same store sale compression, the lack of execution led
      to deteriorating EBITDA, which resulted in covenant
      violations under the old credit facility.

   5) Financial and operating plans.  While the additional
      $30 million of liquidity ($20 million excess from new
      $50 million senior secured notes and $10 million from the
      new undrawn revolver), covenant revision and lack of any
      significant maturities in the next three years provide
      financial flexibility, the lack of any unencumbered tangible
      assets and modest total asset coverage in a distressed
      scenario are credit risks.  Failure to file the 2004 annual
      report on time is also a credit weakness.

   6) Key ratios.  PCA's poor operating performance has resulted
      in very weak credit metrics, which is a credit weakness.  Of
      particular concern is the company's high leverage (over 8x)
      as measured by adjusted debt to EBITDAR, low operating
      margins (less than 5%) and modest cash interest coverage
      (EBITDA/cash interest) of just over 1.0x.  Debt is adjusted
      to capitalize operating leases and for the $15 million of
      redeemable preferred stock.

The stable outlook reflects Moody's belief that the additional
liquidity provided by the proposed transaction will enable the
company to implement its strategy of improving same store sales
and return to previous levels of performance.  The stable outlook
is predicated on the successful completion of the proposed
transaction.

If the company improves its operations faster than expected with
operating margins (EBIT/revenue) approaching the high single
digits and cash interest coverage (EBITDA/cash interest) starts
approaching 2x, the ratings could be upgraded.  Ratings could also
improve if the company delevers based on improved operating
performance such that leverage (adjusted debt/EBITDAR) returns to
its previous levels of about 7x.  Conversely, ratings could be
downgraded if PCA continues its poor operating performance with
low single digit operating margins and cash consumption.  The
rating could also be downgraded if the company's liquidity
deteriorates markedly.

The B3 rating on the $50 million Senior Secured Notes, which will
mature in 2009, reflects its relative seniority in the capital
structure despite being effectively subordinated to the senior
secured credit facility.  It also recognizes the benefits of
collateral support, moderate enterprise value and parent and
domestic subsidiary guarantees.  The senior secured notes have a
second lien on domestic subsidiary assets.

The unrated $30 million senior revolving credit facility,
comprised of a $10 million revolver and a $20 million letter of
credit facility, will have a first priority lien on all of the
company's assets.  It is expected that the revolving credit will
be substantially undrawn at closing.

The rated secured notes will contain certain restrictive
covenants, including:

   * limitations on asset sales,
   * transfers,
   * additional indebtedness,
   * liens,
   * dividend payments, and
   * share redemptions.

The senior secured credit facility will contain a fixed charge
covenant.  The rating assigned is subject to the receipt of final
documentation with no material changes to the terms as originally
reviewed by Moody's.

These rating has been assigned:

   * $50 million senior secured notes due 2009 at B3;

These ratings have been affirmed:

For PCA International LLC (Issuer):

   * $165 million senior unsecured notes due 2009 at Caa2;

For PCA International, Inc. (Parent):

   * Corporate family rating (formerly known as senior implied
     rating) at Caa1;

   * Senior unsecured issuer rating at Caa3;

PCA is a nationwide provider of professional color portraits of
adults, children and families with $323 million in revenues for
the year ended January 2005.  The company operates over 2,200
permanent studios in:

   * U.S, Canadian, and Mexican Wal-Mart stores;
   * Meijer, Inc. stores; and
   * military bases.

PCA also operates a traveling business providing portrait
photography services to additional retail locations and
institutions.


PERFUSION PARTNERS: Settles Patent Dispute with Cytomedix
---------------------------------------------------------
Perfusion Partners and Associates Inc. and its affiliate
organization, Transcorporeal Inc. have settled a patent dispute
with Cytomedix (AMEX:GTF) for its platelet-derived therapies for
treating wounds and other damaged tissue.

Cytomedix had filed a suit against Perfusion Partners in the
United States District Court for the Northern District of
Illinois, which included claims for infringement of its "Knighton"
patent related to the use of platelet releasates for the healing
of tissue.  Perfusion Partners is a provider of perfusion and
blood component therapies including services and products related
to platelet gel therapies for patients undergoing surgeries or
with chronic non-healing wounds.  Subsequent to the legal action
by Cytomedix, Perfusion Partners became a debtor and debtor in
possession in a Chapter 11 case pending before the Bankruptcy
Court for the Middle District of Florida, Fort Myers Division.
This settlement is contingent upon the approval of the bankruptcy
court.

Under the terms of the settlement agreement, Cytomedix has granted
a license to PPAI for the practice of the Knighton patent for the
Company's products and services.  The Company agreed to pay
royalties of $250,000 plus 10 percent of future gross sales of all
licensed products and services.  The Company also agreed not to
promote any products or services that infringe upon Cytomedix's
patent that are not licensed by Cytomedix.

"The successful resolution of this matter highlights the strength
of Cytomedix patents and the commitment of management to continue
to implement a strategy that maximizes the benefit to our
shareholders from the company's intellectual property.  While it
is unfortunate that the matter required legal proceedings to be
resolved, we wish PPAI and its affiliates well and look forward to
working with them as licensing partners of our technology," said
Dr. Kshitij Mohan, the chairman and chief executive officer of
Cytomedix.

"It is our hope that this settlement further validates our resolve
and our ability both to defend our intellectual property and to
share it in an equitable manner with other companies, whether
small or large, that are engaged in the manufacture of products,
or provide services, covered by Cytomedix's patents," Dr. Mohan
added.

                         About Cytomedix

Cytomedix, Inc. -- http://www.cytomedix.com/-- is a biotechnology
company specializing in processes and products derived from
autologous platelet releasates for uses in the treatment of wounds
and other applications.  The current offering is the AutoloGel(tm)
system, a technology that utilizes an autologous platelet gel
composed of multiple growth factors and fibrin matrix.  The
company is conducting a well-controlled, blinded, prospective,
multi-center clinical trial on the use of its technology in
healing diabetic foot ulcers. Cytomedix is working with healthcare
providers to offer an advanced therapy at the point-of-care in
multiple settings.

                    About Perfusion Partners

Perfusion Partners and Associates, Inc., has been providing
perfusion, autotransfusion, ECMO, cardiopulmonary support,
pheresis, platelet gel, ThrombograftPRP, and ThrombograftPRP
Applications across the nation since 1985.  The Company filed for
chapter protection on Aug. 16, 2004 (Bankr. M.D. Fla. Case No.
04-16220).  Alberto F. Gomez, Esq., at Morse & Gomez, PA,
represents the Debtor in its restructuring efforts.


QUIGLEY COMPANY: Legal Analysis Approved as Asbestos Consultant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors (comprised of
asbestos claimants) of Quigley Company Inc., permission to employ
Dr. Mark A. Peterson at Legal Analysis Systems, Inc., as their
consultant on asbestos liabilities.

The Committee told the Court that it needs to estimate the
aggregate number, amount and distribution of asbestos claims
asserted and likely to be asserted against the Debtor to determine
Quigley's present and future asbestos-related liability.  The
Committee will use this information to properly evaluate any
proposed plan of reorganization.

Legal Analysis will:

    a) review records provided by the Debtor to obtain information
       regarding the status of each claim, along with summary
       information about several variables, such as disease,
       jurisdiction and the claimants' law firms that might the
       value of the claims;

    b) employ the records and additional data, including the
       Debtor's historic experience in trying and settling
       asbestos claims, to provide the Court with estimates of the
       aggregate values of the claims;

    c) examine how the historic claims are related and affected by
       such characteristics as the type of asbestos-related
       disease, the year a claim was resolved, and other relevant
       information that may contribute to claims' value'

    d) employ the aggregate values to assist the court in
       estimating the amount of the Debtor's present and future
       claims;

    e) employ the estimations to assist the Court in evaluating
       the feasibility of any proposed Plan; and

    f) provide testimony on matters as required by the Committee.

The hourly rates for Legal Analysis' professionals are:

    Professional       Designation                Hourly Rate
    ------------       -----------                -----------
    Mark A. Peterson                                 $600
    Daniel Rollos      Statistician                   375
    Mary Gail Brauner  Statistician                   275
    Patricia Ebener    Data Collection Expert         210
    Gregory Ridgeway   Statistician                   175

To the best of the Committee's knowledge, Legal Analysis does not
hold any interest adverse to the Debtor or its estate.

For over 20 years, Dr. Peterson has studied, written about and
participated as an expert in asbestos litigation and other mass
tort litigation.  He's worked for four U.S. District and
Bankruptcy Courts as the Courts' expert on how asbestos claims are
valued and on asbestos claims procedures and trusts.  For 15 years
he's served as the "Special Advisor to the Courts" regarding the
Manville Trust.  Dr. Peterson is a consultant and expert for many
asbestos trusts.  He's participated as an expert on asbestos
liabilities in more than 20 bankruptcies of asbestos defendants,
including Owens Corning and Federal-Mogul.  He testified before
Judge Fullam in Owens Corning's chapter 11 cases in January 2005
that he's never underestimated a debtor's asbestos-related
liability.

Dr. Peterson studied asbestos litigation for two decades as a
founding member of the RAND Corporation's Institute for Civil
Justice.  He's published peer-reviewed scholarly articles on
mass torts, asbestos litigation, claims facilities for paying
asbestos and other mass tort claims, workers compensation and how
medical and legal issues determine the values of asbestos bodily
injury claims and other subjects related to asbestos litigation.
He's taught courses on mass torts at UCLA Law School and the
RAND Graduate Institute.  He's a lawyer, a graduate of Harvard Law
School and has a doctorate in social psychology from UCLA.  Dr.
Peterson's been recognized by dozens of courts as an expert on
asbestos litigation.

Headquartered in Manhattan, Quigley Company is a subsidiary of
Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability. When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts.  Michael L. Cook, Esq., at
Schulte Roth & Zabel LLP, represents the Company in its
restructuring efforts.  Albert Togut, Esq., at Togut Segal & Segal
serves as the Futures Representative.


REAL ESTATE: Moody's Rates Classes B7 & B8 Notes at Low-B
---------------------------------------------------------
Moody's Investors Service has assigned ratings ranging from A2 to
Ba3 to securities issued by Real Estate Synthetic Investment
Securities, Series 2005-A.

The synthetic transaction provides the owner of a sizable pool of
jumbo mortgages (the "Protected Party") credit protection similar
to the credit enhancement provided through subordination in
conventional residential mortgage backed securities transactions.

The reference portfolio includes approximately $9.5 billion of
jumbo and conforming balance fixed-rate mortgages and jumbo hybrid
mortgages purchased from various originators.  The portfolio is
generally static as in most RMBS deals.

Through an agreement with the securities issuer, the Protected
Party pays a fee for the transfer of a portion of the portfolio
risk.  Investors in the securities have an interest in the
holdings of the issuer, which include:

   * highly rated investment instruments;
   * a forward delivery agreement; and
   * fee collections on the agreement with the Protected Party.

Investors are exposed to risk from the reference portfolio but do
not benefit from cash flows from these assets.  Depending on the
class of securities held, investors have credit protection from
subordination.

The complete rating actions are:

Co-Issuer: RESI Finance Limited Partnership 2005-A

Co-Issuer: RESI Finance DE Corporation 2005-A

Issue: Real Estate Synthetic Investment Securities, Series 2005-A

   * Class B3 Notes, rated A2
   * Class B4 Notes, rated A3
   * Class B5 Notes, rated Baa2
   * Class B6 Notes, rated Baa3
   * Class B7 Notes, rated Ba2
   * Class B8 Notes, rated Ba3


RESIX FINANCE: Moody's Puts Low-B Ratings on Classes B7 & B8 Notes
------------------------------------------------------------------
Moody's Investors Service has assigned ratings of Ba2 and Ba3 to
the Class B7 and Class B8 Notes (respectively) issued by RESIX
Finance Limited Credit Linked Notes, Series 2005-A.  The credit-
linked notes replicate the cash flow of synthetic RMBS securities
issued with respect to Class B7 and Class B8 of the Real Estate
Synthetic Investment Securities, Series 2005-A transaction.

The complete rating actions are:

RESIX Finance Limited Credit-Linked Notes, Series 2005-A

   * Class B7 Notes, rated Ba2
   * Class B8 Notes, rated Ba3


ROCKS-ANN TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Rocks-Ann Trucking, Inc.
        3030 North 10th Street
        Waukegan, Illinois 60085

Bankruptcy Case No.: 05-25420

Type of Business: The Debtor is a long distance trucking company
                  with major customers throughout Chicago.  The
                  Debtor has two subsidiaries: Rocks-Ann
                  Construction and Rocks-Ann Commercial Services.
                  The Construction subsidiary provides
                  paving, excavation, storm sewer construction,
                  roadway construction, water main, and utility
                  connection services.  The Commercial Services
                  subsidiaryprovides complete exterior maintenance
                  for shopping centers, office complexes and
                  industrial parks.  See http://rocksann.com/

Chapter 11 Petition Date: June 27, 2005

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Gina B. Krol, Esq.
                  Cohen & Krol
                  105 West Madison Street, Suite 1100
                  Chicago, Illinois 60602
                  Tel: (312) 368-0300
                  Fax: (312) 368-4559

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Fifth Third Bank                 Blanket lien on      $2,410,019
346 West Carol Lane              all assets
Elmhurst, IL 60126               Value of Security:
                                 $1,600,000

Chicagoland Paving                                      $251,918
255 Tesler Road
Lake Zurich, IL 60047

Kitty Pallets                                           $123,771
c/o Donmar Service
500 West Palatine
Wheeling, IL 60090

R.K.J. Pallets, Inc.                                    $123,771
1003 South Cernan
Bellwood, IL 60104

E. King                                                  $99,583
3865 West Columbus Drive
Chicago, IL 60652

American Industrial Leasing Co.  Leased Equipment        $97,000
P.O. Box 1170
Milwaukee, WI 53201-1170

GMAC                             Leased Vehicles:        $84,000
P.O. Box 217060                  #154-9017-76406
Auburn Hills, MI 48321           - 2003 Chevrolet
                                 #154902983745
                                 2003 ChevySilverado
                                 #024-9053-19338
                                 - 2004 Hummer

National Waterworks/NWW                                  $83,093
Branch 482
29950 Skokie Highway
Lake Bluff, IL 60044

D & CH Transport                                         $61,890
2151 Emerson Street
Melrose Park, IL 60164

Fox Valley Laborers Union                                $48,670
75 Remittance Drive, Suite 1504
Chicago, IL 60675-1504

Childress Duffy Goldblatt        Attorney Fees           $46,000
515 N. State Street, Suite 2200
Chicago, IL 60610

Chrysler Financial               Leased Vehicles:        $44,168
P.O. Box 2993                    #1002748202-2003
Milwaukee, WI 53201-2993         Dodge Ram
                                 #1002736490-2003
                                 Dodge Ram
                                 #7000026667-2002
                                 Dodge Ram

Santa Barbara Bank               Leased Equipment        $43,789
Equipment Leasing Division
P.O. Box 60607
Santa Barbara, CA

Martinez Frogs, Inc.                                     $33,652
5815 Burr Oak Avenue
Berkeley, IL 60163

Bank of The West                 Leased Equipment        $33,081
475 Sansome Street, 19th Floor
San Francisco, CA 94111

Roberto Ortiz                                            $29,505
3315 South 61st Avenue
Cicero, IL 60804

Caterpillar Financial Service    Leased 420d             $25,570
P. O. Box 730669                 Backhoe Loader
Dallas, TX 75373-0669

Joseph J. Walczak                Payment Plan            $18,348
Avalon Fuel Agreement            with Attorney
14045 South 88th Street
Orland Park, IL 60462

North Shore Truck Service, Inc.                          $15,413
1748 Greenwood Road
Glenview, IL 60025

Joseph A. Izen & Associates                              $15,000
1500 Skokie Boulevard, Suite 400
Northbrook, IL 60062


ROOMLINX INC: Inks Non-Binding Merger Pact with DISC Wireless
-------------------------------------------------------------
RoomLinX, Inc. (OTC Bulletin Board: RMLX.OB) signed a non-binding
Letter of Intent for a merger with privately held Digital Internet
Services Corporation, a leading Internet Services provider in
Southern California.  Founded in 1997, DISC currently provides a
wide range of Internet services including: Corporate Internet
Access, Wireless Internet Access, Virtual Private Networks, High
Performance Web Hosting, Co-location Services, Dedicated Servers
and Structured Wiring Service to under-served markets.

Under the terms of the proposed arrangement, the transaction will
be structured as a merger of DISC and RoomLinX.  RoomLinX will
issue approximately 110,000,000 of its outstanding common stock.
The shares issued to DISC's shareholders will be subject to
piggyback registration rights to be granted by RoomLinX.

"This proposed merger is a significant development for RoomLinX
and its shareholders.  The board and the management team
anticipate that it will translate into increased success in our
current business as well as a sizable opportunity in new markets,"
said Aaron Dobrinsky, CEO of RoomLinX.  "The merger would
represent an important expansion of RoomLinX's strategy. Not only
will we continue to deepen our footprint in the hotel and
convention center space, but we will now have a fixed wireless
technology platform from which to build out new infrastructure and
opportunities, one of our highest priority targets."

RoomLinX and DISC expect to structure the new merged entity into
two divisions: the first would focus on growing RoomLinX's current
business, and the second would continue DISC's plans to foster
market leadership in the fixed wireless space.

The merger is subject to completion of due diligence, execution of
a mutually satisfactory definitive agreement, approval of the
Boards and shareholders of both companies and other conditions to
be set forth in the definitive agreement.  Assuming satisfaction
of these conditions, the transaction is expected to be completed
in the third or fourth quarters of this year.

"DISC has a proven operating model; we see the merger as an
opportunity for us to expand into additional markets where demand
for high-speed Internet access greatly exceeds its availability,"
said Ralph Thompson, Co-founder and CEO of DISC.  "Due to lack of
adequate infrastructure and the high cost of wired connectivity,
under-served regions have yet to benefit from the high- speed,
always on Internet services much of the country takes for granted.
Fixed wireless is the solution for these markets, presenting a
robust and nascent business opportunity. Our merger with RoomLinX
would allow the combined entity to provide services nationwide."

Under the new operational structure, one division will continue to
provide high-speed wireless services to the hospitality industries
and convention centers.  With the addition of DISC services,
RoomLinX will become one of the few, if not the only, player in
its industry to offer hotels both broadband wireless
infrastructure and wi-fi capabilities.  Additionally, both
companies already offer and will continue to offer hotels value
added services such as voice-over-IP, wireless security and other
solutions.  By enhancing its current offerings through backend
solutions, RoomLinX anticipates opportunities for increased sales
and revenue.

The new division would be comprised of current DISC functions and
is expected to be run by Rod Vandenbos, co-founder and President
of DISC.  This unit will both provide support to the hospitality
business and function as a separate division aimed at bringing
broadband services to geographic areas not already sufficiently
serviced by traditional methods.  This division will continue to
offer the wide range of broadband solutions currently offered by
DISC but would look to expand its reach throughout the United
States.

The merged companies will combine call center, tech support,
equipment management, staging and pre-installation functions and
will utilize the existing DISC facility in California to house
critical operational functions.  The company's main operations
will be run from RoomLinX's existing Hackensack, NJ headquarters.

Digital Internet Services Corporation is one of the country's
first and largest commercial Broadband Fixed Wireless providers.
With an eight year history of offering broadband services, DISC
has pioneered the delivery of scalable wireless services to meet
customers' bandwidth needs and a suite of additional services,
such as Virtual Private Network (VPN) and Voice over Internet
Protocol (VoIP), in areas where these services are almost totally
unavailable but where demand is extremely high.  Aside from being
the only known provider of these services in many markets, DISC
provides services that are scalable, adjusting to meet the current
and future needs of its business and consumer clientele.  The
company's services are delivered via DISC's state-of-the-art
Network Operations Center and distribution towers within its
market areas, delivering DISC's wireless technology directly to
the customer.

RoomLinX, Inc., is a pioneer in Broadband High Speed Wireless
Internet connectivity, specializing in providing WI-FI Wireless
and Wired networking solutions for High Speed Internet access to
Hotel Guests, Convention Center Exhibitors, Corporate Apartments,
and Special Event participants.  Designing, deploying and
servicing site-specific wireless networks for the hospitality
industry is RoomLinX's core competency.

At March 31, 2005, RoomLinX's balance sheet showed total
liabilities exceeding total assets by $434,926.


SASCO 2005-GEL1: Moody's Rates Class B Sub. Certificates at Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by SASCO 2005-GEL1 and ratings ranging from
Aa2 to Ba2 to the mezzanine and subordinate certificates in the
deal.

The securitization is backed by subprime loans originated by:

   * BNC America LLC;

   * Option One Mortgage Corporation;

   * Mercantile Bank of Indiana;

   * Wells Fargo Bank, N.A.;

   * SIB Mortgage Corporation; and

   * various other banks, savings and loans, and other mortgage
     lending institutions.

The mortgage loans were acquired by Lehman Brothers Holdings, Inc.
A substantial majority of the loans represent either one or more
permitted or unintentional underwriting exceptions to applicable
guidelines.  The most prevalent of the exceptions include:

   * LTV,
   * credit histories,
   * documentation,
   * DTI ratios, and
   * credit scores.

The ratings are based primarily on:

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

      * subordination,
      * overcollateralization, and
      * excess spread.

Aurora Loan Services LLC will act as master servicer.  Moody's has
assigned to Aurora Loan Services its servicer quality rating SQ2
as a master servicer.

The complete rating actions are:

Structured Asset Securities Corporation Mortgage Pass-Through
Certificates Series 2005-GEL1

   * Class A1 rated Aaa
   * Class M1 rated Aa2
   * Class M2 rated A2
   * Class M3 rated Baa2
   * Class M4 rated Baa3
   * Class B rated Ba2


SBC COMMS: Makes Significant Progress in Merger Approval Process
----------------------------------------------------------------
SBC Communications Inc. (NYSE: SBC) disclosed that clearances of
the SBC merger with AT&T Corp. have been completed in 26 of 36
states with approval or notification requirements and in the
District of Columbia, bringing consumers and businesses one step
closer to enjoying the benefits of innovative new communications
services from the combined company.

Participating in a panel discussion hosted by the New England
Conference of Public Utilities Commissioners, SBC General Counsel
James Ellis reiterated the company belief that the merger process
will be completed in late 2005 or in early 2006.

"The pace of review and clearance gives this merger a great deal
of momentum," said Mr. Ellis.  "Once we complete the merger, the
new company will contribute greatly to an era of vibrant
competition with greater access to innovative, next generation
technologies and a diverse base of providers."

To date, states which have cleared the merger include Colorado,
Delaware, Florida, Hawaii, Maine, Mississippi, Montana, New
Hampshire, North Carolina, Tennessee, Vermont, Virginia, and
Wyoming, and the District of Columbia.  Notification processes
have been completed in twelve other states including Connecticut,
Georgia, Idaho, Kentucky, Maryland, Massachusetts, Missouri,
Nebraska, Nevada, Rhode Island, South Dakota and Washington.

Merger review also is well under way at the U.S. Department of
Justice and the Federal Communications Commission.  In addition,
clearances have so far been obtained from nine of 14 countries.

Completed International reviews and clearances include Australia,
Austria, Estonia, Germany, Israel, Norway, Pakistan, Russia and
South Africa.

Post-merger, the companies will use their complementary strengths
to deliver advanced communications services to residential, small
and medium business, and to enterprise customers on a national and
global scale.

In connection with the proposed transaction, SBC Communications
Inc. filed a registration statement, including a proxy statement
of AT&T Corp., with the Securities and Exchange Commission on
March 11, 2005 (File No. 333-123283).  Investors are urged to read
the registration and proxy statement (including all amendments and
supplements to it) because it contains important information.
These documents may be obtained for free from SBC's Investor
Relations web site http://www.sbc.com/investor_relationsor by
directing a request to SBC Communications Inc., Stockholder
Services, 175 E. Houston, San Antonio, Texas 78205.  Copies of
AT&T Corp.'s filings may be accessed and downloaded for free at
the AT&T Investor Relations Web Site -- http://www.att.com/ir/sec
or by directing a request to AT&T Corp., Investor Relations, One
AT&T Way, Bedminster, New Jersey 07921.

SBC, AT&T Corp. and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from AT&T
shareholders in respect of the proposed transaction.  Information
regarding SBC's directors and executive officers is available in
SBC's proxy statement for its 2005 annual meeting of stockholders,
dated March 11, 2005, and information regarding AT&T Corp.'s
directors and executive officers is available in the registration
and proxy statement.  Additional information regarding the
interests of such potential participants is included in the
registration and proxy statement and other relevant documents
filed with the SEC.

For more than 125 years, AT&T (NYSE: T) has been known for
unparalleled quality and reliability in communications.  Backed by
the research and development capabilities of AT&T Labs, the
company is a global leader in local, long distance, Internet and
transaction-based voice and data services.

SBC Communications Inc. -- http://www.sbc.com/-- is a Fortune 50
company whose subsidiaries, operating under the SBC brand, provide
a full range of voice, data, networking, e-business, directory
publishing and advertising, and related services to businesses,
consumers and other telecommunications providers. SBC holds a 60
percent ownership interest in Cingular Wireless, which serves more
than 50.4 million wireless customers.  SBC companies provide high-
speed DSL Internet access lines to more American consumers than
any other provider and are among the nation's leading providers of
Internet services.  SBC companies also now offer satellite TV
service.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2005,
Fitch Ratings has placed the 'A+' senior unsecured debt rating of
SBC Communications, Inc., on Rating Watch Negative and placed the
'BB+' senior unsecured debt rating of AT&T Corp. on Rating Watch
Positive following the announcement of SBC's proposed acquisition
of AT&T for approximately $15 billion in SBC common stock and the
assumption of approximately $6 billion of net debt.

Including a $1 billion special dividend to be paid to AT&T
shareholders at the close of the transaction the total value of
the transaction is approximately $22 billion.  The Rating Watch
Negative also applies to the existing long-term debt of various
SBC subsidiaries that no longer issue debt, as financing
activities have been consolidated at the SBC Communications level.


SCOTTISH RE: Moody's Rates Perpetual Preferred Stock at Ba1
-----------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Scottish Re
Group Limited's Non-Cumulative Perpetual Preferred Stock to be
issued under its universal shelf.  The proceeds of the Preferred
Stock will be substantially used for general corporate purposes.
The outlook for the preferred stock ratings is negative, in line
with other SCT ratings.

The Preferred Stock pays a fixed rate coupon for the initial
period of five years.  After this period, SCT has the option to
remarket the stock at a fixed rate for a new period, or redeem the
stock.  If the Preferred Stock is not remarketed or redeemed,
dividends will reset quarterly at a floating rate.  If the stock
is redeemed, SCT intends to replace the Preferred Stock with
another security that has equal or greater equity content.
Dividend payments are optional and can be deferred, but dividends
are not cumulative.

In addition to optional dividend deferral, covenants of the
Preferred Stock require mandatory suspension of dividends if
certain financial tests are not met.  The tests for mandatory
suspension consist of:

   1) the NAIC risk based capital ratio below 175% of Company
      Action Level for covered reinsurance subsidiaries (currently
      Scottish Re (U.S.), Inc. (A3 insurance financial strength
      rating)); or

   2) (a) negative GAAP net income for the trailing four quarter
          period ended two quarters prior to the most recently
          completed quarter;

      (b) GAAP equity decline of at least 10% over the eight
          quarter period ended two quarters prior to the most
          recently completed quarter; and

      (c) insufficient increase of equity within the next two
          quarter period to an equity level that would have
          avoided a failure of the second test (i.e. 2b).

In case of liquidation, the Preferred Stock ranks junior to all
other creditors except common stock shareholders and holders of
other preferred stock.

Because of the equity-like features contained in the Preferred
Stock, the security will receive "Basket D" analytic treatment on
Moody's Hybrid Debt-Equity Continuum and the rating agency will
count it as 75% equity and 25% debt for financial leverage
calculations.  The dividends will be treated as presented under
GAAP and incorporated into the fixed charge coverage ratio.

Moody's said that the main contributing equity-like features of
the security include:

   a) a degree of permanence through the Preferred Stock's stated
      perpetual maturity and capital replacement language;

   b) the ability to suspend ongoing cash coupon payments through
      the action of mandatory cash coupon deferral triggers
      described above; and

   c) loss absorption as a result of the instrument's junior
      position in the group's capital structure.

Following the issuance of the preferred stock, the financial
leverage of the company remains under 20%.  Moody's says that
SCT's current Baa2 senior unsecured debt rating reflects a number
of continued expectations, including:

   (1) adjusted financial leverage (debt to capital) will remain
       under 20%;

   (2) NAIC RBC will remain above 250% company action level at
       Scottish Re (U.S.); and

   (3) interest coverage (GAAP operating earnings before interest
       and taxes divided by cash interest expense) will be greater
       than 5 times.

Scottish Re Group Limited is a Cayman Islands company with
principal executive offices located in Bermuda; it also has
significant operations in Charlotte, NC and Windsor, England.  On
March 31, 2005, SCT reported assets of $10.1 billion and
shareholders' equity of $870 million.

Moody's insurance financial strength ratings are opinions on the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


SCOTTISH RE: S&P Rates Proposed $125 Mil. Preferred Stock at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' preferred
stock rating to Scottish Re Group Ltd.'s(NYSE:SCT; BBB-/Stable/--)
proposed $125 million noncumulative perpetual preferred stock.

"The assigned rating has three notches of subordination to the
'BBB-' long-term counterparty credit and senior debt ratings on
SCT," explained Standard & Poor's credit analyst Rodney Clark.
"This is one notch of subordination more than is generally
assigned to preferred stock issues and reflects the existence of
dividend deferral triggers embedded in this issue."

The ratings on SCT reflect:

    * the group's strong and growing competitive position in the
      U.S. and global life reinsurance markets,

    * strong operating earnings and capitalization, and

    * improving scale.

Somewhat offsetting these strengths is the group's aggressive
recent acquisition strategy, which has strained financial
flexibility, and brings heightened risk due to integration
challenges.

One of the dividend deferral triggers relates to a target risk-
based capital level of 175% to be maintained in a single SCT
subsidiary, Scottish Re (U.S.) Inc., a unit which constitutes less
than one-half of consolidated GAAP equity.  Standard & Poor's
expects that management will maintain a capital ratio well in
excess of this trigger.  If the ratio falls below expectations,
the risk of deferral will be reassessed, which would likely result
in a lowering of the rating on this security, irrespective of the
financial condition of the group as a whole.

Following the issue, financial leverage (debt plus hybrid to
capital) will increase above historical levels to about 37%.
Fixed-charge coverage for full-year 2005 is likely to be about 5x.

As the company matures, SCT's growth rate is expected to decline
somewhat, but the company will still produce double-digit premium
growth through 2006.  ROR should gradually improve to at least 6%
for full-year 2005.  Financial leverage (debt-plus-hybrid) is
expected to gradually decrease toward prior levels of less than
35% and fixed-charge coverage will remain at least 4x.


SEARS HOLDINGS: Expects to Fund $240 Million Into Kmart Pension
---------------------------------------------------------------
William K. Phelan, vice president and controller of Sears
Holdings Corporation, tells the Securities and Exchange
Commission in a regulatory filing that there is a $3 million
required pension contribution for the remainder of fiscal 2005 to
the Kmart pension plan.  Sears Holdings expects to make a $240
million voluntary contribution to the Kmart pension plan during
the third quarter 2005.

Sears Holdings contributed $1 million to Kmart Corporation's
domestic pension plans for the 13 weeks ended April 30, 2005.

Sears Holdings Corporation -- http://www.searshc.com/-- is the
nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States and
Canada.  Sears Holdings is the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.
(Kmart Bankruptcy News, Issue No. 96; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed the Ba1 senior implied rating
of Sears Holding Corporation.  Moody's said the rating outlook is
stable.

Ratings assigned:

     Sears Holdings Corporation

        * Senior implied rating at Ba1;
        * Senior unsecured issuer rating at Ba1; and
        * $4 billion senior secured revolving credit facility
          at Baa3.

As reported in the Troubled Company Reporter on March 30, 2005,
Fitch Ratings assigned a 'BB' rating to Sears Holdings senior
unsecured debt, with a negative outlook.

At the same time, Standard & Poor's assigned its 'BB+' corporate
credit rating to Sears Holdings, with a negative outlook.


SEARS HOLDINGS: Dealer Store Owners Sue for Breach of Contract
--------------------------------------------------------------
The Dealer Store Owners Association, representing more than 200
Sears stores owned and operated by families or individuals, sued
Sears Roebuck & Co. in Minneapolis federal court, CNN reports.
The Association says the company's merger with Kmart Holding
Corporation created unfair competition by making products sold in
its members' stores available in Kmart and other stores.

                  Former Distribution Strategy

Sears has about 800 dealer stores, which sell Sears appliances,
electronics and tools in markets that are too small for a Sears
department store -- typically small towns and rural areas.  The
concept was developed in the early 1990s, when Sears terminated
its catalog stores.  For more than a decade, Sears relied on
dealer stores to sell its Kenmore appliances, Craftsman tools and
lawn-and-garden products and electronics in towns too tiny to
support a full-size Sears store.  The stores are something in
between a franchise and an independent store:

   * Sears owns the merchandise and sets the prices; and

   * the dealers pay expenses and receive sales commissions, which
     are set by Sears and vary from item to item.

For the fiscal year ending January 2004, Sears's roughly 818
dealer stores contributed about $1.5 billion to the company's
$36 billion in annual sales, the Startup Journal reports.

The dealer-store format started in the early 1990s under the
former Chief Executive Arthur C. Martinez after the Sears's
catalog business was closed.  To maintain Sears's presence in
small towns, some catalog-sales outlets were converted into dealer
stores.

                    Until a Giant Came Along

As reported in the Troubled Company Reporter on March 28, 2005,
Kmart and Sears, Roebuck and Co. completed the $11.5 billion
merger transaction combining Sears and Kmart into a major new
retail company named Sears Holdings Corporation.  Sears Holdings
is the nation's third largest retailer, with approximately $55
billion in annual revenues and a national footprint of nearly
3,500 retail stores in the United States, including 2,350 full-
line and off-mall stores, and 1,100 specialty retail stores.

The lawsuit charges that Sears convinced the owners to build up
their small-town markets and promised that Sears would keep them
in business for life.

The lawsuit alleges that Sears breached its contracts with the
dealers by selling its products at discount chain Kmart, which has
about 1,500 stores, and in other channels. It also claims the
company has refused to renew the contracts of two dealers.
Plans to sell Kenmore, Craftsman and other popular Sears, Roebuck
& Co. brands at Kmart stores have alarmed some local retailers,
who worry they'll be run into the ground in the combined Kmart-
Sears era.

Edward S. Lampert, the hedge-fund operator who forged the deal and
who will serve as the new company's chairman, is focused on cost-
cutting and efficiency.  In a letter being sent to dealers, Sears
says it will test appliance sales in a limited number of Kmart
locations to measure the effect on dealer stores.  Sears will talk
with owners of affected stores "to explore whether we can find a
mutually beneficial arrangement to keep operating the dealer
stores."  Sears spokesman Larry Costello says Sears has "a real
positive relationship with our dealer-store owners, and we plan to
continue that good relationship."

Sears Holdings Corporation -- http://www.searshc.com/-- is the
nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States and
Canada.  Sears Holdings is the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.
(Kmart Bankruptcy News, Issue No. 96; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed the Ba1 senior implied rating
of Sears Holding Corporation.  Moody's said the rating outlook is
stable.

Ratings assigned:

     Sears Holdings Corporation

        * Senior implied rating at Ba1;
        * Senior unsecured issuer rating at Ba1; and
        * $4 billion senior secured revolving credit facility
          at Baa3.

As reported in the Troubled Company Reporter on March 30, 2005,
Fitch Ratings assigned a 'BB' rating to Sears Holdings senior
unsecured debt, with a negative outlook.

At the same time, Standard & Poor's assigned its 'BB+' corporate
credit rating to Sears Holdings, with a negative outlook.


SECOND CHANCE: Exclusive Plan Filing Period Stretched to Aug. 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for Western District of Michigan,
Southern Division, extended, through August 15, 2005, the time
within which Second Chance Body Armor, Inc, has the exclusive
right to file a plan of reorganization.  The Court also extended
the Debtor's period to solicit acceptances of that plan until
October 15, 2005.

The Debtor tells the Court that it continues to explore
alternative reorganization strategies, including a sale of its
business as a going concern.  Second Chance hasn't reached a
consensus with key stakeholders on how best to reorganize.  The
Debtor adds that it can develop a complete and effective Plan of
Reorganization if given the additional time to do so without
threat of a competing plan.

The Debtor assures the Court that the extension will not prejudice
its creditors and other parties-in-interest in this chapter 11
case.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc. --
http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515).
Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets and
liabilities of $10 million to $50 million.  Daniel F. Gosch, Esq.,
at Dickinson Wright PLLC, represents the Official Committee of
Unsecured Creditors.  The Company's exclusive period to file a
chapter 11 plan is intact through June 1, 2005, and the company
has until June 17, 2005, to make decisions about whether to
assume, assume and assign, or reject its unexpired nonresidential
leases.


SECOND CHANCE: Creditors Must File Proofs of Claim by July 1
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan,
Southern Division, set July 1, 2005, as the deadline for all
creditors owed money by Second Chance Body Armor, Inc., on account
of claims arising prior to October 17, 2004, to file formal
written proofs of claim.

Creditors must deliver their claim forms to the claims agent for
the Debtor's estate:

               Latonya Calloway
               AlixParnters, LLC
               Re: Second Chance Body Armor
               2100 McKinney Avenue, Suite 800
               Dallas, Texas, TX 75201

Based in Central Lake, Michigan, Second Chance Body Armor, Inc. --
http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515).
Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets and
liabilities of $10 million to $50 million.  Daniel F. Gosch, Esq.,
at Dickinson Wright PLLC, represents the Official Committee of
Unsecured Creditors.  The Company's exclusive period to file a
chapter 11 plan is intact through June 1, 2005, and the company
has until June 17, 2005, to make decisions about whether to
assume, assume and assign, or reject its unexpired nonresidential
leases.


SOLUTIA INC: Sec. Creditor JPMorgan Complains of Right Deprivation
------------------------------------------------------------------
JPMorgan Chase Bank, National Association, as Indenture Trustee,
complains that Solutia, Inc., engaged in a deliberate, wrongful
prepetition scheme to deprive the Trustee of its rights as
Solutia's largest secured creditor.  In anticipation of the
bankruptcy filing, the Trustee discloses that Solutia set out to
avoid compliance with the requirements for adequate protection
and eliminate security interests that impeded Solutia's ability
to develop a plan of reorganization that could win critical
support of Monsanto Company and others.

                              Indenture

Eric A. Schaffer, Esq., at Reed Smith LLP, in New York, relates
that on October 1, 1997, Solutia and The Chase Manhattan Bank,
the Trustee's predecessor, entered into an Indenture pursuant to
which Solutia issued two series of public debentures:

   (a) $150 million in 6.72% notes due October 15, 2037; and

   (b) $300 million in 7.375% notes due October 15, 2027.

The Notes originally were issued as unsecured debt.

An "Equal and Ratable Clause" in the Indenture provides that the
Notes become secured on the same basis as claims of Solutia's
other secured lenders if the amount of Solutia's total
outstanding secured obligations exceeds 15% of its consolidated
net tangible assets.

              Creation of the Trustee's Liens in 2002

On July 25, 2002, Solutia and its bank syndicate lenders
re-negotiated and amended Solutia's then-existing loan agreement.

Among other terms, the Amended 2002 Loan Agreement extended the
maturity of the original loan until August 2004 and reduced the
amount of the loan from $800 million to $600 million, comprising
a $300 million term loan and a $300 million revolving credit
facility.  Solutia agreed to give the bank syndicate lenders
additional collateral.

Because the debt due under and secured pursuant to the Amended
2002 Loan Agreement exceeded 15% of Solutia's Consolidated Net
Tangible Assets, and because Solutia granted the bank syndicate
lenders liens on the Shared Collateral, the Amended 2002 Loan
Agreement triggered the Equal and Ratable Clause, and Solutia
granted the Trustee a pro rata lien on certain of the Shared
Collateral.

                   Sharing Intercreditor Agreement

As a mechanism for granting liens on the Shared Collateral, and
governing the various parties' interests in the Shared
Collateral, Solutia, CPFilms Inc., and HSBC Bank, as collateral
trustee, entered into a Sharing Security Agreement.  In addition,
Solutia, the Collateral Trustee, and agents for the secured
parties entered into an Intercreditor and Collateral Trust
Agreement.

Among other terms, the Sharing Intercreditor Agreement strictly
limits the circumstances in which the Trustee's Liens may be
released.

                      Replacement Financing

In 2003, while preparing for a bankruptcy filing, Solutia
explored the possibility of obtaining a replacement loan facility
to re-finance the Amended 2002 Loan Agreement and provide
sufficient liquidity to avoid a bankruptcy filing.

Mr. Schaffer explains that Solutia needed at least a $500 million
loan facility to fund continuing operations.  Projections made by
Solutia and its advisors established that a loan facility
substantially below $500 million would not be sufficient to
stabilize the business and provide the necessary liquidity,
near-term or long-term, for the Debtor to operate its businesses.

However, Solutia could not secure a replacement loan from any
major bank or lending institution, in part because it did not
have or was not able to provide sufficient unencumbered
collateral to support a $500 million loan.

To "create" collateral to support replacement financing, Mr.
Schaffer says, Solutia proposed to manipulate its debt structure
and attempt to de-securitize the Trustee's Liens.  Traditional
lenders, however, refused to offer any replacement facility where
securing the facility depended on the Debtor's ability to de-
securitize the Trustee's Liens.  These lenders were unwilling to
become embroiled in litigation with the Trustee or Noteholders as
a result of Solutia's plan to circumvent the Equal and Ratable
Clause.

By the third quarter 2003, Solutia's inability to obtain a
replacement facility and the growing lack of confidence
demonstrated by Solutia's existing lenders, together with the
financial challenges it faced, made reorganization through a
bankruptcy filing probable.

Moreover, a replacement loan facility, without an eventual
bankruptcy filing, would not remedy fundamental problems relating
to the capital structure of Solutia, legacy liabilities, massive
litigation, and other long-term economic challenges.

       Two-Step Scheme to De-Securitize the Trustee's Liens

According to Mr. Schaffer, Solutia concluded that its best chance
for obtaining a $500 million replacement financing facility lay
in attempting to strip the Trustee's Liens and using the
Trustee's collateral to support DIP financing from a non-
traditional DIP lender.

Solutia scheme could succeed only if it legitimately could
de-securitize the Trustee's Liens and avoid re-triggering the
Equal and Ratable Clause when it borrowed and secured debt in
excess of 15% of Consolidated Net Tangible Assets.

Solutia's scheme involved a two-step transaction.  In the first
step, it would re-finance the 2002 Amended Credit Agreement in a
manner that seemingly reduced Solutia's outstanding secured
obligations below the Equal and Ratable Clause threshold, thereby
providing an ostensible basis to release the Trustee's Liens.  In
the second step, Solutia would file for bankruptcy and use
"liberated collateral" that had been subject to the Trustee's
Liens to secure a DIP financing arrangement.  Solutia would take
the position that the prepetition lien stripping was valid and
the DIP financing did not trigger the Trustee's and Noteholders'
rights to receive security.

A. Step One: Pre-Bankruptcy Financing from Ableco

To initiate their scheme, Solutia pursued non-traditional
lenders, including Ableco Finance LLC.  In Summer 2003, Solutia
began earnest negotiations with Ableco regarding an asset based
lending facility and a DIP facility.  On September 24, 2003,
Solutia's Board of Directors resolved to enter into a financing
agreement with Ableco that was intended to de-securitize the
Trustee's Liens and authorized Solutia's Executive Leadership
Team to take the steps necessary to implement this strategy.  For
this first stage of Solutia's refinancing, Ableco charged
$5 million in fees.

On October 8, 2003, Solutia closed on a revolving credit
agreement led by Ableco and other lenders, pursuant to which
Solutia obtained financing totaling only $350 million of the $500
million facility the Debtor needed to provide sufficient
liquidity to operate its business and satisfy other financial
obligations going forward.  The Ableco Financing Agreement
comprised a $150 million revolving credit facility and two term
loans totaling $200 million.  Proceeds of the new facility were
used to repay all of the obligations to the bank syndicate
lenders under the Amended 2002 Loan Agreement.

Solutia's obligations to Ableco under the Ableco Financing
Agreement were secured by (i) first priority liens on the
Debtors' production facilities in Martinsville, Virginia, and
Pensacola, Florida, (ii) second priority liens on the production
facilities at Chocolate Bayou, Texas, Decatur, Alabama, Indian
Orchard, Massachusetts, Greenwood, South Carolina, and Trenton,
Michigan and (iii) all of the non-voting capital stock of Monchem
International, Inc.  However, Ableco's liens on the Substitute
Collateral were granted only "to the extent that" the granting of
the lien or mortgage "may be effected without requiring that such
[Lien or Mortgage] be granted to, and shared equally and ratably
with, the [Trustee.]"

Mr. Schaffer points out that the terms of the Ableco Financing
Agreement were designed expressly to reduce the amount of
outstanding secured obligations to "$1,000 below the threshold
necessary to trigger the Equal and Ratable Clause."

Mr. Schaffer asserts that Solutia had no rational business reason
to enter into the Ableco Financing Agreement except to "liberate"
collateral pledged to the Trustee, circumvent the Equal and
Ratable Clause, and use that collateral to support the
contemplated DIP financing.  The Ableco Financing Agreement did
not provide Solutia with any increase in liquidity.  To the
contrary, the Ableco Financing Agreement materially reduced
Solutia's liquidity.  Immediately after the closing of the Ableco
Financing Agreement, Solutia's liquidity actually decreased by
approximately $42 million, Mr. Schaffer says.

On October 8, 2003, in connection with the closing of the Ableco
Financing Agreement, Solutia purported to release the Trustee's
Liens.  Solutia did so without any communication with the
Trustee.  Instead, Solutia provided the Collateral Agent with a
written officer's certification and directed the Collateral Agent
to direct the Collateral Trustee to release the Trustee's Liens.

Under the Indenture, Mr. Schaffer asserts that Solutia could not
de-securitize the Trustee's Liens if its outstanding secured
obligations exceeded 15% of its Consolidated Net Tangible Assets.
In addressing the 15% threshold issue, Solutia focused on its
financial accounting.  Prior to the closing of the Ableco
Financing Agreement, Solutia declined to take significant
write-downs of assets that, under generally accepted accounting
practices, should have been taken prior to the October 8, 2003,
closing of the Ableco Financing Agreement.

Mr. Schaffer believes that Solutia's failure and refusal to take
the Write-Down prior to the October 8, 2003, coupled with its
direction to the Collateral Agent to direct the Collateral
Trustee to release the Trustee's Liens, violated the Debtor's
direct and indirect obligations under the Indenture.

B. Step Two: Interim DIP Agreement.

Contemporaneously with execution of the Ableco Financing
Agreement, Solutia and Ableco negotiated the terms of the Ableco
Interim DIP agreement to be utilized in connection with Solutia's
bankruptcy filing.

The Ableco Interim DIP Agreement is virtually identical to the
Ableco Financing Agreement.  The critical differences are that
the Ableco Interim DIP Agreement:

   (i) provided the Debtors with the full $500 million needed in
       October 2003; and

  (ii) provided Ableco with exclusive liens on substantially all
       property of the Debtors.

Mr. Schaffer points out that, viewed together, the Ableco
Financing Agreement and the Ableco Interim DIP Agreement are
integrated elements of the same transaction and a single scheme
to deprive the Trustee of its liens and use the Trustee's
collateral to secure a DIP financing agreement in bankruptcy.

Solutia took the position that the Ableco Financing Agreement
de-securitized the Trustee's Liens and did not trigger the Equal
and Ratable Clause and that the bankruptcy filing effectively
precludes the Trustee from asserting a secured interest in any of
its collateral.

                 Trustee's Liens Were Never Lost

As a matter of law and equity, Mr. Schaffer argues that the
Trustee never lost the Liens.  If Solutia's manipulation of its
finances had the effect of stripping the Trustee's Liens, the
Trustee is entitled to have the Liens reinstated.  The purported
release of the Trustee's Liens was without legal effect.

Mr. Schaffer also contends that the Trustee retained prepetition
security interests in the Shared Collateral.  In addition to its
rights to the Shared Collateral, because the Equal and Ratable
Clause is a self-executing automatic pledge, the Trustee's
security interests in the Substitute Collateral remained in place
before and after the closing on the Ableco Financing Agreement.
Accordingly, the Trustee was entitled to pro rata liens on the
Substitute Collateral.

Solutia also had no legal right or ability to deny or to refuse
to provide the Trustee with pro rata liens on the Substitute
Collateral.  Moreover, Mr. Schaffer points out that the Trustee's
liens on and security interests in the Substitute Collateral and
DIP Collateral are held in a constructive trust for the benefit
of the Trustee and the Noteholders and, as a result, the interest
is not property of the Debtors' bankruptcy estate.

Equity also requires that the Ableco Agreements be collapsed into
a single prepetition transaction, Mr. Schaffer maintains.  The
Ableco Agreements were dependant upon and interrelated to one
another, and Solutia would not have entered into one separate and
apart from the other.

"Collapsing the Ableco Agreements would be consistent with
economic reality and the substance of these undertakings, would
remedy the Debtor's improper scheme to circumvent its contractual
obligations, and would prevent any unanticipated windfall to or
unjust enrichment of other creditors," Mr. Schaffer says.

Accordingly, the Trustee ask the Court to find that:

   (a) the Trustee's Liens are still valid;

   (b) the Ableco Financing Agreement and the Interim DIP
       Agreement are a single prepetition transaction that
       triggered the Equal and Ratable Clause;

   (c) alternatively, the Ableco Financing Agreement and the
       Interim DIP Agreement are to be collapsed into a single
       prepetition transaction that triggered the Equal and
       Ratable Clause;

   (d) alternatively, equity requires the imposition of equitable
       liens on the Substitute Collateral and DIP Collateral and
       imposing those liens;

   (e) the Equal and Ratable Clause is enforceable postpetition
       and granting the Trustee all the rights of a secured
       creditor under the Bankruptcy Code; and

   (f) the Trustee and Noteholders are entitled to adequate
       protection during the pendency of the Debtors' bankruptcy
       cases.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis. (Solutia Bankruptcy
News, Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SOUNDVIEW HOME: Moody's Rates $6.16M Class M-10 Sub. Certs. at Ba1
------------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Soundview Home Loan Trust 2005-DO1.
Moody's also assigned ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by fixed- and adjustable-rate
subprime mortgage loans originated by Decision One Mortgage
Company, LLC.  The ratings are based primarily on:

   1) the credit quality of the loans; and
   2) on the protection from:

      a) subordination,
      b) overcollateralization, and
      c) excess spread.

Moody's expects collateral losses to range from 4.60% to 4.90%.

Countrywide Home Loans Servicing LP will service the loans.

The complete rating actions are:

Soundview Home Loan Trust 2005-DO1

Asset-Backed Certificates, Series 2005-DO1

   * Class I-A1, $355,029,000, rated Aaa
   * Class II-A1, $55,615,000, rated Aaa
   * Class II-A2, $27,797,000, rated Aaa
   * Class II-A3, $40,285,000, rated Aaa
   * Class II-A4, $13,139,000, rated Aaa
   * Class M-1, $21,739,000, rated Aa1
   * Class M-2, $18,167,000, rated Aa2
   * Class M-3, $11,393,000, rated Aa3
   * Class M-4, $10,469,000, rated A1
   * Class M-5, $9,545,000, rated A2
   * Class M-6, $9,237,000, rated A3
   * Class M-7, $7,698,000, rated Baa1
   * Class M-8, $5,850,000, rated Baa2
   * Class M-9, $6,158,000, rated Baa3
   * Class M-10, $6,158,000, rated Ba1


STELCO INC: Ontario Court Extends CCAA Stay Until July 18
---------------------------------------------------------
The Superior Court of Justice (Ontario) extended the stay period
under Stelco Inc.'s (TSX:STE) Court-supervised restructuring from
July 8, 2005 until July 18, 2005.

The Court-appointed Monitor had stated that an extension would be
in the interest of all stakeholders and had recommended that the
request be granted by the Court.

In addition to granting the extension, the Court ordered the
parties to take a one-week 'cooling off' period until July 4,
2005.  During this period the parties are to reflect on the
content of the recent mediation conducted by the Hon. George Adams
and to consider the alternatives for Stelco as a going concern.
While stakeholders may meet during this week should they so wish,
no formal discussions will be conducted.  After this week, the
parties will participate in a dialogue to be organized by the
Court-appointed Monitor.  A progress report is to be provided to
the Court by July 18, 2005, at which time a further stay may be
requested.

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "This extension will enable the Company to continue
proceeding in such matters as conducting discussions with
stakeholders, completing the claims procedure, and proposing a
restructuring plan based on discussions with stakeholders.

"We've already indicated the steps that we will follow in the
coming days.  First, proceed to continue the dialogue with other
parties.  Second, examine the proposals that could form the basis
of a restructuring plan.  Third, pursue a solution that is in the
interests of all stakeholders, not just one or more groups.  And,
fourth, seek to emerge from CCAA as a viable and competitive steel
producer as quickly as possible.

"This process will include continuing our work to resolve the
pension funding issue and pursuing a fair and reasonable
collective agreement with USWA Local 8782 at Lake Erie."

Mr. Pratt noted that all parties must work together and in the
same direction toward the goal of a positive outcome.  He stated
that the softening of steel market conditions and the significant
drop in steel prices - about which the Company had warned
stakeholders for more than a year - explain the sense of urgency
Stelco has tried to inject into the restructuring process.

"As recently as last week the Court-appointed Monitor wrote that
Stelco's future financial results will be highly dependent on the
direction of our volatile input costs and the strength of North
American steel markets," Mr. Pratt added.

"It's essential that all parties acknowledge our common goals,
recognize the consequences of failure, and work to develop a plan
that will help Stelco leave CCAA protection and be viable through
all stages of the market cycle," he said.

As reported in the Troubled Company Reporter on June 28, 2005, the
Company reported that the mediation talks involving the
Company and a number of its stakeholders under the direction of
the Hon. George Adams have ended.

In a letter delivered to the parties Friday last week, Mr. Adams
indicated that the mediated discussions of the past month, over
which he had presided under the direction of the Superior Court of
Justice (Ontario), constituted "an important exchange of
perspective, data and possible solutions."

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco Inc.
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


STELCO INC: Steelworkers Demand Company Live Up to Its Obligations
------------------------------------------------------------------
In the Superior Court of Justice (Ontario) on Monday, Judge Farley
granted Stelco Inc. a 10-day extension of the stay period under
the Companies' Creditors Arrangement Act (CCAA), from July 8 to
July 18, 2005.

The Steelworkers opposed the three-month extension proposed by
Stelco to Sept. 23, 2005.

"While the mediation process chaired by George Adams failed to
solve the CCAA, it did point out there is now a clear choice
facing Stelco and its stakeholders," said Steelworkers' Local 8782
President Bill Ferguson.

As the union stated in its submission in court, "It is time for
Stelco to step up to the plate to support its own future:

   -- to support a Stelco which lives up to its obligations to
      pensioners and their families;

   -- a Stelco with sufficient funds to make the capital
      expenditures which it needs for its survival in the near and
      medium term;

   -- a Stelco which negotiates a fair labour contract with its
      Union;

   -- a Stelco which keeps its financial leverage at a low level;
      and

   -- has sufficient liquidity to weather the inevitable storms
      ahead."

"July 18 is a deadly serious deadline for the union," said Scott
Duvall, President of Steelworkers' Local 5328.  "This process has
gone on long enough.  The choices are clear, and it's time they be
made."

"After 17 months of CCAA protection, the union has lost its
patience," said Mr. Ferguson.  "We will stand up for Stelco. The
question is, will others follow."

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco Inc.
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


STRUCTURED ASSET: Moody's Rates Class B Mezzanine Certs. at Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Structured Asset Investment Loan Trust
2005-5 and ratings ranging from Aa1 to Ba2 to the mezzanine
certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
Subprime residential mortgage loans originated by BNC Mortgage,
Inc., Option One Mortgage Corporation, and various other banks,
savings and loans and other mortgage lending institutions and
acquired by Lehman Brothers Holdings Inc.  The ratings are based
primarily on the:

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

      * subordination,
      * overcollateralization,
      * excess spread,
      * an interest rate swap agreement, and
      * lender paid mortgage insurance.

Aurora Loan Services Inc. will oversee the servicing of the
mortgage loans by the primary servicers.  Moody's has assigned
Aurora Loan Services Inc. its servicer quality rating (SQ2) as a
master servicer.

The complete rating actions are:

Structured Asset Investment Loan Trust Mortgage Pass-Through
Certificates Series 2005-5

   * Class A1 rated Aaa
   * Class A2 rated Aaa
   * Class A3 rated Aaa
   * Class A4 rated Aaa
   * Class A5 rated Aaa
   * Class A6 rated Aaa
   * Class A7 rated Aaa
   * Class A8 rated Aaa
   * Class A9 rated Aaa
   * Class M1 rated Aa1
   * Class M2 rated Aa2
   * Class M3 rated Aa3
   * Class M4 rated A1
   * Class M5 rated A2
   * Class M6 rated A3
   * Class M7 rated Baa1
   * Class M8 rated Baa2
   * Class M9 rated Baa3
   * Class B rated Ba2


SWAN TRANSPORTATION: Wants Federal Settlement Agreement Approved
----------------------------------------------------------------
The Swan Asbestos and Silica Settlement Trust and Reorganized Swan
Transportation Company ask the U.S. Bankruptcy Court for the
District of Delaware:

   -- for approval of a Settlement Agreement among the Trust,
      Reorganized Swan and Federal Insurance Company; and

   -- for permission to partially withdraw the reference to modify
      the Channeling Injunction to include Federal Insurance
      Company as a Settling Insurer.

                  Federal Settlement Agreement

Under the Debtor's Plan of Reorganization, proceeds received
pursuant to Insurance Settlement Agreements will be transferred to
the Swan Asbestos and Silica Settlement Trust established under
the Plan to direct the liquidation, resolution, payment, and
satisfaction of all unsecured claims, including tort claims.

The Federal Settlement Agreement will provide additional funding
to the Trust for the liquidation, resolution, payment, and
satisfaction of all Unsecured Claims pursuant to the Plan
Documents.

The terms of the Federal Settlement Agreement are confidential.
The parties have asked the Court to order that any copy of the
Settlement Agreement filed or tendered at a hearing be kept under
seal.

The Trust and the Reorganized Swan contends that the Federal
Settlement Agreement should be approved because:

   (a) it resolves in full any and all disputed issues between the
       Trust and Reorganized Swan and Federal Insurance Company
       with respect to insurance claims under insurance policies
       issued by Federal Insurance Company either to Swan or to
       any other person under which Swan is, or may claim to be
       insured, including, but not limited to, the liability
       insurance policies to the Federal Settlement Agreement;

   (b) the Trust will receive a sum of money for payment of
       Unsecured Claims that would otherwise not be available for
       payment of those claims;

   (c) the terms of the Federal Settlement Agreement are fair and
       reasonable; and

   (d) Reorganized Swan can avoid the uncertainty, costs and delay
       of coverage litigation with Federal Insurance Company to
       the benefit of its creditors.

                      Channeling Injunction

As part of the Federal Settlement, the Trust and Reorganized Swan
have agreed to ask the United States District Court for the
District of Delaware to modify the Channeling Injunction of the
Settling Insurers to include Federal Insurance Company as a
Settling Insurer.

Under the Plan, the Bankruptcy Court and the District Court issued
the Channeling Injunction to the Settling Insurers to permanently
stay, restrain and enjoin claims against the Settling Insurance
Companies based upon, relating to, or arising out of, or in any
way connected with Swan, the Tyler Pipe Foundry, TYI of Texas,
Inc., Tyler Sand Company, or TC's involvement with, or ownership,
supervision or control of the Tyler Pipe Foundry or any insurance
coverage that may apply to such claims.

Swan Transportation Company filed for chapter 11 protection on
Dec. 20, 2001 (Bankr. D. Del. Case No. 01-11690.  Tobey Marie
Daluz, Esq., Kurt F. Gwynne, Esq. at Reed Smith LLP, and Samuel M.
Stricklin, Esq. at Neligan, Tarpley, Stricklin, Andrews & Folley,
LLP, and Kelly Gordon, Esq., Tobey M. Daluz, Esq., at Ballard
Spahr Andrews & Ingersoll, LLP represent the Debtor.  When the
Company filed for protection from its creditors, it listed assets
and debts of over $100 million.  On May 30, 2003, the Bankruptcy
Court confirmed the Debtor's Plan of Reorganization and that Plan
became effective on July 21, 2003.


TANGER PROPERTIES: Moody's Lifts Sr. Unsec. Debt Rating to Baa3
---------------------------------------------------------------
Moody's Investors Service has upgraded the senior unsecured debt
of Tanger Properties Limited Partnership to Baa3, from Ba1.  The
rating outlook is stable.

This rating upgrade reflects:

   * Tanger's success in integrating the Charter Oak properties;
   * improved performance; and
   * progress in unencumbering a number of its properties.

The upgrade incorporates Moody's expectation that the REIT will
continue its strategy to improve the quality of its outlet center
portfolio and tenant mix, as well as maintain high portfolio
occupancy and further unencumber its property portfolio.  The
rating also considers Tanger's laddered debt maturity schedule and
adequate liquidity.

Moody's stated that Tanger has improved its coverages, has begun
to improve the performance of the Charter Oak portfolio in which
it acquired a stake in late 2003 and manages, increased its
unencumbered asset pool, and decreased its secured debt.  These
actions have allowed the REIT to boost its fixed charge coverage
ratios from 2.0x for 2001 to 2.4x for 2003, and to 2.8x for 2004
and 1Q05 (inclusive of capitalized interest, amortization of
principal and joint ventures).

The REIT's leverage was also reduced -- total debt/gross assets
equaled 44% at 1Q05 -- reduced from 57% in 2002, and 47% in 2003
(including JVs).  The REIT's secured debt was decreased from 33%
of assets at YE2003 to 28% at YE2004.  As a result of the Charter
Oak acquisition, some of the REIT's credit statistics came under
stress (secured debt ratio increased from 28% at YE2002, to 33% at
YE2003, and the ratio of unencumbered assets to total assets
declined from 81% at YE2002 to 38% at YE2003).

However, during the 15 months since the acquisition, Tanger's
secured debt has returned to the pre-transaction level of 28% at
March 31, 2005, and its ratio of unencumbered to total assets grew
to 47% at the same date.  In addition, in 2004 unencumbered assets
covered unsecured debt payments 2.5x, an increase from 2.1x in
2001, 2.3x in 2002, and 2.2x in 2003.

Moody's noted that Tanger improved its occupancy and performance.
Sales PSF have increased from $300 in 2003 to $310 in 2004.
Moody's expects more progress in 2005 and 2006.

Moody's also noted that Tanger has successfully executed its
multi-year operating strategy to:

   * improve the quality of its assets;
   * increase its acquisition and development activities; and
   * boost debt-protection measures.

The REIT has upgraded the quality of its tenant mix by including a
greater share of upscale and fashion-oriented brand name
manufacturers and retailers.  An improved tenant roster, pruning
of non-core properties, and redevelopment and expansion of core
assets have resulted in an increase in productivity of the outlet
center portfolio from $261 in sales PSF for 1999 to $310 in sales
PSF for 2004.

Many of the REIT's assets enjoy a leading market presence, while
two properties, Riverhead and San Marcos, are among the top-ten
most productive outlet centers in the USA.  Several expansions are
also underway at Tanger's centers.  Moody's is encouraged by
Tanger's capacity to find and execute on profitable growth, and
expects more.

Tanger has been successful in integrating the Charter Oak
portfolio of nine outlet centers totaling 3.3 million square feet
in eight states, which is in a joint venture with Blackstone Real
Estate Advisors, that owns two-thirds of the JV.  This portfolio
is encumbered and will remain so for a while; there is a buy-sell
arrangement that becomes effective in June 2007, at which time
Blackstone has a right to sell the portfolio and Tanger has a
right of first refusal.  Tanger quickly integrated the Charter Oak
portfolio into its platform.

Tanger's liquidity is supported by a $125 million in credit
facilities maturing in 2007.  As of March 2005, the drawdowns on
the credit lines comprised only $33 million.

Moody's stated that further rating improvement could be
challenging, and is subject to material growth in the REIT's size
(mid $2.0 billion in gross assets), in the REIT's scope by
location and number of properties, and enhanced market leadership
earmarked by participation in further industry consolidation while
maintaining its stronger financial metrics.  An increase in the
unencumbered asset pool to at least 75% of gross assets, and a
sustained reduction in secured debt to comfortably below 20% of
gross assets, would also be required.

The rating would be pressured due to:

   * any material increase in secured debt above the current level
     of 28% of gross assets;

   * a decrease in the unencumbered portfolio below the current
     figure of 47% of total real estate assets;

   * a decrease in relative industry leadership perhaps linked to
     a failure to secure the full ownership of the Charter Oak
     assets subsequent to the dissolution of the joint venture
     with Blackstone;

   * any material increase in joint ventures; or

   * any sudden change in its financial profile likely related to
     merger and acquisition activities.

These ratings were upgraded:

Tanger Properties Limited Partnership:

   * senior unsecured to Baa3, from Ba1;
   * senior debt shelf to (P)Baa3, from (P)Ba1; and
   * subordinated debt shelf to (P)Ba1, from (P)Ba2.

Tanger Factory Outlet Centers, Inc.:

   * preferred stock shelf to (P)Ba1, from (P)Ba2.

Tanger Factory Outlet Centers, Inc. (NYSE: SKT), a REIT
headquartered in Greensboro, North Carolina, USA, has ownership
interests in or management responsibilities for 33 outlet centers
in 22 states in the USA, totaling approximately 8.7 million square
feet of gross leasable area.  As of March 31, 2005, Tanger had
assets of $925 million and equity of $141 million.


TERAFORCE TECH: Wants to Extend 12% Debt Maturity to Avert Default
------------------------------------------------------------------
TeraForce Technology Corporation is negotiating with its
noteholders to extend the June 30, 2005, maturity date for its 12%
convertible subordinated notes.  The Company wants the holders to
extend the maturity beyond June 30 and want the noteholders to
take stock in lieu of cash for the interest payment due on
June 30.

The discussions have not been concluded pending the resolution of
the maturity of the Company's credit facility with Bank One, NA,
and the resolution of possible strategic transactions involving
the operations of the Company's wholly owned subsidiary, DNA
Computing Solutions, Inc.

                     Bankruptcy Warning

In the event the Company is unable effect modifications to the
Notes, the Company will not be able to make the required payments
of principal and interest on June 30, 2005, and will at that point
be in default under the Notes.  A default under the 12%
convertible bonds will, in turn, result in defaults under the
Company's other borrowing arrangements, including those with Bank
One, NA, and with Encore Bank.  If those cross-defaults are
triggered, the Company warns that it could be forced to seek
protection under the federal bankruptcy laws.

The Company has been engaged in discussions with various parties
regarding a strategic transaction involving the operations of DCS.
That could take the form of a license agreement involving certain
intellectual property or the sale of all or a part of the assets
and operations of DCS.  The Company warns that any proceeds from
these hypothetical transactions may not be sufficient to satisfy
the creditors' claims.

                    Bank One Credit Agreement

The Company's $3,900,000 credit agreement with Bank One, NA
matured by its own terms on June 15, 2005.  The Bank has agreed to
extend the maturity to August 15, 2005, on the condition that a
letter of credit securing the facility is extended to a date no
less than 30 days beyond August 15, 2005.  The private investor
that provides the letter of credit has agreed to extend the letter
of credit, which currently expires June 30, 2005.  The Company,
the Bank and the private investor are in the process of
documenting this understanding.

Pending completion of the documentation, the Bank has not declared
the facility in default and has taken no action to draw on the
letter of credit.  If documentation of the new understanding
cannot be completed prior to June 30, 2005, the Bank can be
expected to draw down the letter of credit to satisfy the
Company's obligations under the credit facility.  The Bank has the
right, at any time prior to the consummation of the new
understanding, to declare the credit facility in default and to
draw on the letter of credit.

Should the Bank draw down the letter of credit, that will give
rise to a reimbursement obligation to the private investor
providing the letter of credit.  That obligation will be equal to
the amount drawn under the L/C plus any related costs or expenses
incurred by the private investor.  The principal amount
outstanding under the credit facility is $3,900,000 and interest
has been paid through May 31, 2005.  Under the terms of the
reimbursement agreement between the Company and the private
investor, the Company must reimburse these amounts no later than
30 days after written demand by the private investor.

Based in Richardson, Texas, TeraForce Technology Corporation
(OTCBB: TERA) designs, develops, produces and sells high-density
embedded computing platforms and digital signal processing
products, primarily for applications in the defense electronics
industry.  TeraForce's primary operating unit is DNA Computing
Solutions, Inc., http://www.dnacomputingsolutions.com/

At Mar. 31, 2005, TeraForce Technology Corporation's balance sheet
showed an $8,753,000 stockholders' deficit, compared to an
$8,308,000 deficit at Dec. 31, 2004.


THAXTON GROUP: 15 Creditors Transfer $1,079,108 in Claims
---------------------------------------------------------
From June 8 through June 24, 2005, 15 creditors transferred
their claims against The Thaxton Group, Inc., aggregating
$1,079,108, to ASM Capital II, L.P., and ASM Capital Acquisition
Thaxton G.P.

   Transferor              Transferee        Claim No.    Amount
   ----------              ----------        ---------    ------
Cynthia M. Burke     ASM Capital II, L.P.      1994   $16,299.90

Bobby G. Adams       ASM Capital               1862  $168,263.87
                     Acquisition Thaxton G.P.

Robert W. Rudowski   ASM Capital               1029  $125,371.20
                     Acquisition Thaxton G.P.

Lucille B. Moyer     ASM Capital                832  $120,628.68
                     Acquisition Thaxton G.P.

Richard Groves       ASM Capital               1908  $111,500.00
                     Acquisition Thaxton G.P.

Harold Gattshall     ASM Capital               2194  $100,000.00
                     Acquisition Thaxton G.P.

Dorothy J. Olinger   ASM Capital                      $86,656.61
                     Acquisition Thaxton G.P.

Michael Curry        ASM Capital                585   $81,000.00
                     Acquisition Thaxton G.P.

Shirley Adams        ASM Capital               1832   $68,235.78
                     Acquisition Thaxton G.P.

Sheehan Counseling   ASM Capital               2862   $55,810.97
Center P.A.          Acquisition Thaxton G.P.

Annabelle P.         ASM Capital               2751   $53,826.70
Ashcraft             Acquisition Thaxton G.P.

Arthur F. Wirt       ASM Capital                      $50,000.00
                     Acquisition Thaxton G.P.

Clyde Sheehan        ASM Capital               2861   $33,000.00
                     Acquisition Thaxton G.P.

Jared M. Leibold     ASM Capital               2897    $5,000.00
                     Acquisition Thaxton G.P.

Cleo Hindman         ASM Capital                       $3,514.09
                     Acquisition Thaxton G.P.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  Michael G.
Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $206 million in assets and $242 million in
debts.


UAL CORP: Wants to Increase DIP Financing to $1.3 Billion
---------------------------------------------------------
UAL Corporation and its debtor-affiliates want to amend its
debtor-in-possession financing with its current lenders increasing
the loan commitment by $310 million to $1.3 billion, and extending
the loan's maturity date to Dec. 30, with an option to extend it
until March 31, 2006.

The Company has proposed that the Amendment provide for these
waivers and modifications under the Credit Agreement and certain
related collateral documents:

   -- waivers of any events of default related to certain
      technical matters, including those arising as a result of
      the Borrower and/or the Guarantors agreeing to acquire
      certain aircraft and issues related thereto;

   -- increase of the loan commitment by an additional
      $310 million with the Tranche A loan sized at $200 million
      and the Tranche B loan sized at $1.1 billion, thereby
      increasing the aggregate commitment to $1.3 billion;

   -- extension of the maturity date of the Credit Agreement to
      Dec. 30, 2005, and includes an option under which the
      Debtors could extend the term of the Credit Agreement until
      March 31, 2006, so long as certain conditions are satisfied;

   -- maintenance of the minimum cash covenant of the Borrower to
      hold cash and cash equivalents (other than escrow accounts)
      to at least $750 million;

   -- providing for a new capital expenditure basket for certain
      aircraft purchases, including a cash sublimit and requiring
      financing for the balance of the aggregate purchase price of
      such aircraft; and

   -- certain other technical matters related to foreign slots,
      routes and the engines and spare engines that serve as
      collateral for the loans made pursuant to the Credit
      Agreement.

The Debtors are parties to a Revolving Credit, Term Loan and
Guaranty Agreement, dated as of Dec. 24, 2002, with lenders led by
JPMorgan Chase Bank, N.A., Citicorp USA, Inc., and The CIT
Group/Business Credit, Inc.

The Amendment will require the approval of the requisite lenders
under the Credit Agreement.  Certain aspects of the Amendment will
also require the approval of the U.S. Bankruptcy Court for the
Northern District of Illinois.

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 DEFENSE: Fitch Lifts Senior Secured Debt Rating to BBB
-------------------------------------------------------------
As a result of the acquisition of United Defense Industries by BAE
Systems plc, Fitch has upgraded the rating of UDI's senior secured
debt to 'BBB' from 'BB+' and has subsequently withdrawn the
rating.  The approximately $4.2 billion transaction closed on
Friday, June 24.  At the time of the acquisition, UDI had
approximately $500 million of debt outstanding.

On Monday, Fitch downgraded the rating on BAE's senior unsecured
debt to 'BBB' from 'BBB+', while BAE's short-term debt was lowered
to 'F3' from 'F2'.  The Outlook is Stable.

For further information on the downgrade of BAE's debt, please see
today's press release, 'Fitch Downgrades BAE Systems to 'BBB';
Outlook Stable,' available on the Fitch Ratings web site at
http://www.fitchratings.com/


UNITED DEFENSE: BAE Systems Sale Prompts S&P to Withdraw Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'BB+' corporate credit rating, on United Defense Industries
Inc., and removed the ratings from CreditWatch, where they were
placed with positive implications on March 7, 2005.

"The ratings were withdrawn as a result of the company being
acquired by BAE Systems PLC (BBB/Negative/A-3) for $4.2 billion
and having all its rated debt repaid," said Standard & Poor's
credit analyst Christopher DeNicolo.


UNITED RENTALS: Form 10-K Filing Delay Cues S&P to Retain Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services ratings on equipment rental
company United Rentals (North America) Inc., including its 'BB'
corporate credit rating, remained on CreditWatch with negative
implications.  The ratings were originally placed on CreditWatch
on Aug. 30, 2004.

"The ratings remain on CreditWatch because of the company's
ongoing delay reporting its 2004 audited results and filing its
Form 10-K amid an ongoing investigation by the SEC," said Standard
& Poor's credit analyst John R. Sico.  "URI has not given any
specific reason for the investigation, though the original notice
was accompanied by a subpoena for certain company accounting
records."

The filing delay has required the company to obtain an extension
on a waiver from the senior lenders under its credit facility.
The banks have extended the waiver to Dec. 31, 2005. URI's bond
indentures also require the timely filing of reports, and
continued delay in filing could lead to an event of default if the
company receives a notice from the trustees or from 25% of the
bondholders.

The company has already said that it would restate its income tax
provision for 1999 through 2003, decreasing it by about $25
million for the period.  The restatement, which stemmed from
ongoing internal controls testing required by the Sarbanes-Oxley
Act, does not have any cash implication.  The company has
disclosed the presence of other control weaknesses as well.

URI is continuing to cooperate with the SEC on the non-public,
fact-finding inquiry into a broad range of its accounting
practices. Standard & Poor's lack of specific information and the
possibly broad parameters of the investigation, however, remain a
cause of concern to Standard & Poor's and the reason for the
continued CreditWatch listing. Standard & Poor's will continue to
review events as further information becomes available, and we
could lower the ratings if any subsequent developments harm the
company's credit quality or its liquidity, including its ability
to retain access to its bank facility.

URI reported preliminary unaudited results for 2004 that exceeded
its expectations, as well as continued momentum in the first
quarter of 2005.  Standard & Poor's expects sustained, modest
recovery in non-residential construction spending in 2005, and
this should support company results in the second and third
quarters of the year, which typically benefit from seasonal
strength.  Based on the company's unaudited financial information,
cash on hand was more than $340 million on March 31, 2005, up $40
million from year-end 2004, and this will provide the company with
near-term liquidity.

Greenwich, Connecticut-based URI offers a broad range of
construction and industrial equipment through a network of 730
locations in the U.S., Canada, and Mexico.  It had sales of about
$3 billion in 2004 and total debt outstanding of about $3 billion.


VISTEON CORP: Inks New $300 Million Short-Term Credit Agreement
---------------------------------------------------------------
Visteon Corporation (NYSE: VC) reported a new secured short-term
credit agreement for $300 million.  The new facility closed on
June 24, 2005, and replaces the 364-day facility that expired
June 17, 2005.

In conjunction with the new facility, the existing $775 million,
5-year facility and the $250 million delayed draw term loan were
amended and restated to reflect terms and conditions substantially
the same as the new short-term facility.  The two existing
facilities terminate in June 2007.  The new facility and the
amended and restated facilities are with a syndicate of financial
institutions, lead by joint lead arrangers JPMorgan Chase Bank,
N.A., and Citicorp USA, Inc.  The new credit facility expires on
the earlier of December 15, 2005 or 5 days after an expiration or
termination of the Memorandum of Understanding with Ford.

"We are pleased with the continued support from financial
institutions in our syndicate," said James Palmer, Visteon's
executive vice president and chief financial officer.  "The new
short-term facility and amendments to existing facilities provide
Visteon additional time to address our capital structure and
liquidity requirements until such time as the agreement with
Ford is finalized.  We continue to work toward reaching a
definitive agreement with Ford by the end of July and closing the
transaction by the end of September."

The facilities are secured by a first-priority lien on
substantially all material tangible and intangible assets of
Visteon and most of its domestic subsidiaries, as well as the
stock of certain subsidiaries (excluding Halla Climate Control).
The terms of the facilities specifically limit the obligations to
be secured by a security interest in certain U.S. assets in order
to ensure compliance with the company's bond indenture.

Additionally, the syndicate of financial institutions in all three
facilities has agreed to extend Visteon's obligation to provide
financial statements for relevant accounting periods until
December 10, 2005.  On May 20, 2005, Visteon announced that it had
amended its credit facilities, extending the deadline for the
company to deliver its first quarter 2005 financial statements
until July 29, 2005.  Limits on consolidated leverage ratios were
also raised for the remaining quarters of 2005, then will
gradually decrease in subsequent quarters.

Visteon Corporation is a leading full-service supplier that
delivers consumer-driven technology solutions to automotive
manufacturers worldwide and through multiple channels including
the global automotive aftermarket.  Visteon has about 70,000
employees and a global delivery system of more than 200 technical,
manufacturing, sales and service facilities located in 24
countries.

                         *     *     *

As reported in the Troubled Company Reporter on June 24, 2005,
Standard & Poor's Ratings Services 'B-' corporate credit rating on
Visteon Corp. remains on CreditWatch with positive implications,
where it was placed on May 25, 2005.  The rating will be raised to
'B+' and removed from CreditWatch following the pending completion
of various agreements with Ford Motor Co. (BB+/Negative/B-1) that
will improve Visteon's competitive position and strengthen its
earnings and cash flow.  The ratings outlook will be negative.

The structural changes to Visteon's operations as provided for in
a memorandum of understanding with Ford are expected to be
finalized with firm agreements by Sept. 30, 2005.  Van Buren
Township, Michigan-based Visteon, a manufacturer of automotive
components, has total debt of about $2.2 billion.

The 'B-' senior unsecured debt rating also remains on CreditWatch,
but we expect to affirm the rating after the corporate credit
rating is raised.  The senior unsecured rating will be two notches
below the corporate credit rating because of Visteon's planned
increase in secured debt and the pending transfer of the majority
of assets held by Visteon Corp., the issuer of the senior
unsecured debt, to a Ford-managed entity.  The bonds will be
structurally subordinated to the liabilities of Visteon's
operating subsidiaries.


W.R. GRACE: Wants to Set Up New Specialty Building Facility
-----------------------------------------------------------
Specialty Building Materials is one of W.R. Grace & Co. and its
debtor-affiliates business units.  At its plant at 65th Street in
Chicago, Illinois, Specialty Building currently manufactures
waterproofing membranes for all of the North American market,
including:

   -- Grace Ice and Water Shield(R) roofing underlayments and
      Vycor(R) flashing tapes to protect residences from water
      damage; and

   -- Bithuthene(R), PrePrufe(R) and Procor(R) waterproofing
      products for commercial buildings.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, discloses that the
sales of those products in 2004 exceed $120 million.

Specialty Building's residential waterproofing sales have grown
at a 10% average annual rate since 2000 and are projected to grow
at an average of 11% annually through 2009.

Ms. Jones also says that the demand for Specialty Building's
waterproofing membranes is expected to exceed plant capacity in
the third quarter 2006, primarily due to the strong sales growth
in its residential segment.

"Specialty Building wishes to increase its manufacturing capacity
to meet the projected demand," Ms. Jones relates.  "However,
there is not sufficient space in the Chicago plant for the
additional equipment required to increase manufacturing
capacity."

Therefore, the Debtors seek Judge Fitzgerald's authority to
expend the estate's property to establish an additional
manufacturing facility for Specialty Building, including the
purchase of real estate, buildings and necessary equipment.  The
Debtors state that the total expenditure will not exceed
$20 million.

The Debtors estimate that the incremental pre-tax operating
income from the proposed additional facility will exceed
$50 million from 2006 to 2011, with a total net present value
exceeding $30 million and an internal rate of return of at least
30%.

To avoid the risks associated with manufacturing at a single
site, and to obtain improved coverage of the North American
market, the Debtors deem it appropriate to set up the new
facility at a separate location.  To date, the new site has not
yet been selected.  The Debtors say that the decision as to the
new location will depend both on general geographical
considerations and the nature, availability and cost of
particular properties and facilities.  Furthermore, the project
will require the purchase or construction of a manufacturing
facility on land.

Ms. Jones tells Judge Fitzgerald that the additional facility
will house the new waterproofing membrane production line and
related equipment to be purchased as part of the project, which
will meet the capacity needs of Specialty Building's
waterproofing membranes business.  The facility would also be
available for the manufacture of other Specialty Building
products.

In addition, the new facility will enable Specialty Building to
make sales that would otherwise be lost to competitors.  Its
additional capacity will also enable reduction in inventory
levels through better matching of production to demand.

The Debtors expect to schedule delivery of the additional
equipment in January 2006 and that the facility will be fully
operational by July 2006.

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


WESTPOINT STEVENS: Wants Court to OK Uniform Balloting Procedures
-----------------------------------------------------------------
WestPoint Stevens, Inc. and its debtor-affiliates ask Judge Drain
of the U.S. Bankruptcy Court for the Southern District of New York
to approve a set of uniform noticing, balloting, voting and
tabulation procedures to be used in connection with asking
creditors to vote to accept their Amended Chapter 11 plan of
reorganization.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, reminds Judge Drain that the Debtors filed an Amended Plan
on June 10, 2005, and a hearing to consider the adequacy of the
Amended Disclosure Statement is scheduled for July 12, 2005.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to establish a record date for purposes of
determining creditors entitled to vote on the Plan or, in the case
of non-voting classes, to receive a Notice of Non-Voting
Status.  The Debtors ask that July 5, 2005, be fixed as the
Voting Record Date.

After the Court has approved the Proposed Amended Disclosure
Statement as containing adequate information, the Debtors will
mail solicitation packages to:

     (i) the U.S. Trustee;

    (ii) the attorneys for the Debtors' postpetition lenders;

   (iii) the attorneys for the agent for the First Lien Lenders;

    (iv) the attorneys for the First Lien Lender Steering
         Committee;

     (v) the attorneys for the Second Lien Lenders;

    (vi) the attorneys for the Official Committee of Unsecured
         Creditors;

   (vii) the attorneys for Icahn Associates;

  (viii) all persons or entities listed in the Schedules, and any
         persons that file proofs of claim on or before the date
         of the Disclosure Statement Hearing in an amount greater
         than zero;

    (ix) the registered holders of the Debtors' debt and equity
         securities;

     (x) all other parties-in-interest that have filed a request
         for notice in the Debtors' Chapter 11 cases;

    (xi) the Securities and Exchange Commission;

   (xii) the Internal Revenue Service;

  (xiii) the Pension Benefit Guaranty Corporation;

   (xiv) the Environmental Protection Agency; and

    (xv) any other known holders of claims against or equity
         interests in the Debtors.

Holders of claims in classes entitled to vote to accept or reject
the Amended Plan will receive an appropriate form of Ballot and a
return envelope, and other materials as the Court may direct.
Solicitation Packages for holders of claims against or interests
in the Debtors within classes that are deemed to reject the
Amended Plan will not include a Ballot.  The package for
unimpaired holders of claims and interests will include a Notice
of Non-Voting Status, an Order approving the Balloting and
Tabulating Procedures, and a Confirmation Hearing Notice.

The forms for the Ballots are based on Official Form No. 14, but
have been modified to address the particular aspects of the
Debtors' Chapter 11 cases.  The Debtors will solicit votes from
these impaired holders of claims:

   * Class A - Priority Non-Tax Claims,
   * Class B - Other Secured Claims,
   * Class C - First Lien Lender Claims,
   * Class D - Second Lien Lender Claims,
   * Class E - General Unsecured Claims,
   * Class F - Noteholder Claims,
   * Class G - PBGC Claims, and
   * Class I - Intercompany Claims.

All other classes are either unimpaired and conclusively presumed
to have accepted the plan, or will receive no distribution and are
deemed to have rejected the plan.  Thus, the Debtors will not
solicit votes from them.

Mr. Rapisardi says that the task of sending the required notices
and Solicitation Packages to each creditor is enormous and
requires precision and accuracy.  The Debtors believe that the
most effective and efficient manner by which to accomplish the
process of receiving, compiling, and tabulating the Ballots is to
engage two independent third parties as voting agents.  The
Debtors seek to utilize Bankruptcy Services, LLC, to work in
conjunction with Financial Balloting Group as joint Voting
Agents.  FBG will serve as Voting Agent for the Debtors' publicly
traded debt and equities, and BSI will serve as Voting Agent for
the remaining creditors of the Debtors' estates.

The Debtors propose a special set of voting procedures for
soliciting votes from Class F - Noteholder Claims.  The Debtors
will deliver a truckload of solicitation packages to Brokers and
other Record Holders for redistribution to their customers, which
are, in turn, the beneficial owners of the Notes.  Each Broker
Record Holder would either:

   -- receive returned Ballots from the beneficial owners,
      tabulate the results and return the results in a Master
      Ballot to the appropriate Voting Agent; or

   -- arrange for beneficial holders to receive "prevalidated"
      ballots for direct return to the Voting Agent.

The Debtors anticipate commencing the solicitation period within
four days after approval of the Proposed Amended Disclosure
Statement.  Based on that schedule, the Debtors want all Ballot
returned to the appropriate Voting Agent by 5:00 p.m., prevailing
Eastern Time, on August 5, 2005.

In the Tabulation Process, the Debtors ask the Court to approve
these rules and standards:

   -- Solely for purposes of voting to accept or reject the
      Amended Plan, each claim within a class of claims entitled
      to vote to accept or reject the Amended Plan be temporarily
      allowed in an amount equal to the amount of the claim as
      set forth in the Debtors' Schedules of Assets and
      Liabilities.  If a claim in any voting class for which a
      proof of claim has been timely filed is not listed in the
      Schedules, the claim may be temporarily allowed for voting
      purposes only, at $1.  This general procedure will be
      subject to these exceptions:

      (a) If a claim is deemed allowed in accordance with the
          Amended Plan, the claim is allowed for voting purposes
          in the deemed allowed amount set forth in the Amended
          Plan but only for the purposes of the Amended Plan;

      (b) If a claim for which a proof of claim has been timely
          filed is, by its terms, wholly or partially contingent,
          unliquidated, or disputed, the Debtors propose that
          the claim be temporarily allowed for voting purposes
          only, and not for purposes of allowance or
          distribution, at $1;

      (c) If a claim has been estimated or otherwise allowed for
          voting purposes by Court order, the claim is
          temporarily allowed in the amount so estimated or
          allowed by the Court for voting purposes only, and not
          for purposes of allowance or distribution;

      (d) If a claim is listed in the Schedules as contingent,
          unliquidated, or disputed and a proof of claim was not
          (i) filed by the applicable bar date for the filing of
          proofs of claim established by the Court or (ii) deemed
          timely filed by an order of the Court prior to the
          Voting Deadline, unless the Debtors have consented in
          writing, the Debtors propose that such claim be
          disallowed for voting purposes and for purposes of
          allowance and distribution pursuant to Rule 3003(c) of
          the Federal Rules of Bankruptcy Procedure and a Ballot
          will not be sent to the holder; and

      (e) If the Debtors have served an objection to a claim at
          least 10 days before the Voting Deadline, the Debtors
          propose that the claim be temporarily disallowed for
          voting purposes only and not for purposes of allowance
          or distribution, except to the extent and in the manner
          as may be set forth in the objection;

   -- Whenever a creditor casts more than one Ballot voting the
      same claim, the last Ballot received before the Voting
      Deadline be deemed to reflect the voter's intent and thus
      to supersede any prior Ballots; and

   -- Creditors must vote all of their claims within a particular
      class under the Amended Plan, whether or not the claims are
      asserted against the same or multiple Debtors, either to
      accept or reject the Amended Plan and may not split their
      votes, and thus a Ballot that partially rejects and
      partially accepts the Amended Plan will not be counted.

The Debtors will not count or consider these Ballots:

     (i) Any Ballot received after the Voting Deadline unless the
         Debtors will have granted in writing an extension of the
         Voting Deadline with respect to that Ballot;

    (ii) Any Ballot that is illegible or contains insufficient
         information to permit the identification of the claimant
         or interest holder;

   (iii) Any Ballot cast by a person or entity that does not hold
         a claim in a class that is entitled to vote to accept or
         reject the Amended Plan;

    (iv) Any Ballot cast for a claim scheduled as unliquidated,
         contingent, or disputed for which no proof of claim was
         timely filed;

     (v) Any unsigned Ballot; and

    (vi) Any Ballot transmitted to the Voting Agent by facsimile
         or other electronic means.

In accordance with Bankruptcy Rule 3017(c), the Debtors ask the
Court to set the hearing on confirmation of the Plan for
August 12, 2005.  In addition, the Debtors ask the Court to direct
that any objections to Plan confirmation should be filed by 5:00
p.m., prevailing Eastern Time, on July 29, 2005.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: Wants Open-Ended Lease Decision Deadline
-----------------------------------------------------------
WestPoint Stevens, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
their deadline to assume or reject unexpired leases to the earlier
of:

   (i) the confirmation of a Chapter 11 plan; or

  (ii) consummation of a sale pursuant to Section 363(b) of the
       Bankruptcy Code.

As of the Petition Date, the Debtors were party to 82 Unexpired
Leases.  Since that time, the Debtors have closed 19 stores, three
offices, two plants, a warehouse and, where appropriate, rejected
the leases at those locations.  The Debtors have reduced the
number of Unexpired Leases in their estates to 57.

The Debtors are in the midst of a process to sell substantially
all of their assets.  The Debtors believe that it is prudent and
necessary to further extend the time within which to assume or
reject Unexpired Leases to provide the purchaser with sufficient
time to determine which leases should be assumed by the Debtors
and assigned to Purchaser and which should be rejected.

The Debtors have remained current and fully intend to remain
current with respect to all outstanding postpetition obligations
under the Unexpired Leases.  The Debtors will also continue to
evaluate the Unexpired Leases on an ongoing basis as expeditiously
as practicable.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTAR ENERGY: S&P Rates $400 Million First Mortgage Bonds at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit ratings on electric generation and transmission company
Westar Energy Inc. and its subsidiary Kansas Gas & Electric Co.
The outlook remains positive.

At the same time, Standard & Poor's assigned its 'BBB-' ratings to
Westar's $400 million first mortgage bonds.  Proceeds will be used
to redeem outstanding debt.

The ratings on Topeka, Kansas-based Westar and its subsidiary KG&E
reflect an average business profile, based on the core vertically
integrated electric utility operations in Kansas and a weak but
improving financial profile.

"The company has taken significant actions during the past two
years to reduce its business risk and strengthen its aggressively
leveraged balance sheet," said Standard & Poor's credit analyst
Barbara Eiseman.

The positive outlook recognizes the significant actions management
has taken to strengthen the company's financial condition and
reduce its business risk.  However, to make the transition to
investment grade, Westar must achieve and sustain cash flow
measures that are solidly investment grade and receive a
reasonable rate decision in its pending rate case.  The failure to
strengthen financial parameters, coupled with a mediocre rate
order would result in an outlook revision back to stable.


* F. Suarez & P. Serrano Join Adorno & Yoss' Atlanta Office
-----------------------------------------------------------
Adorno & Yoss has added two attorneys to their Atlanta, Georgia
office.  Frances Suarez and Peter Serrano, practicing as Suarez &
Serrano, P.C., have become of-counsel to the firm's Atlanta office
which has been open since May, 2004.  Suarez & Serrano, P.C. , a
preeminent minority owned and operated real estate settlement
firm, will enable A&Y to service and augment its existing mortgage
banking clientele.  With the addition of Suarez and Serrano, P.C.,
heralded as the first bilingual settlement firm in Georgia, A&Y
adds an established settlement practice to bolster their real
estate practice which currently includes mortgage default,
litigation, title resolution, and creditors' rights
representation.

Suarez and Serrano, P.C. serves both English speaking clientele
and Atlanta's fast growing Hispanic business community.  The
addition of Suarez & Serrano, P.C. will complement A&Y's primary
Midtown office with satellite offices in the northern suburbs of
Duluth, Marietta and Gainesville.

Adorno & Yoss, LLP -- http://www.adorno.com/-- is one of the
largest full service law firms and the largest minority-owned law
firm in the country.  With over 250 attorneys across the United
States, Adorno & Yoss provides a full range of legal services to
corporations ranging from Fortune 500 and publicly traded
companies to major insurance organizations as well as governments
and individuals.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island Chapter Manhattan Cruise (In Planning - Watch
      for Announcement)
         Departing from Manhattan
            Contact: 516-465-2356; 631-434-9500
            or http://www.turnaround.org/

July 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      SummerFest 2005
         Milwaukee, WI
            Contact: 815-469-2935 or http://www.turnaround.org/

July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 21, 2005
   NEW YORK SOCIETY OF SECURITY ANALYSTS
      Investing in Distressed and Defaulted Debt
          New York, NY
            Contact: http://www.NYSSA.org/

July 21-22, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         Boston, MA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Organizational Assessment and Intervention
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, CA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 12-13, 2005
   CENTER FOR ENTREPRENEURSHIP
      Insolvencies in Transition Economies
         S"dert"rns H"gskola University College, Stockholm, Sweden
            Contact: http://www.sh.se/enterforum/

August 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue TBA
            Contact: http://www.turnaround.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

August 30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon - Legal Roundtable (Regional Attorneys)
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

September 1-30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Education Program
         Venue - TBA, Toronto, ON
            Contact: http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Workout Lenders Panel
         Union League Club New York, NY
            Contact: 908-575-7333 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, WA
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   NEW YORK STATE SOCIETY OF CPAs
      Half- Day Bankruptcy Conference
         19th Floor, FAE Conference Center
            3 Park Avenue, at 34th Street New York
              Contact:  1-800-537-3635 or http://www.nysscpa.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, MD
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, NY
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, NY
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
          Sheraton Crescent Hotel Phoenix, AZ
            Contact: http://www.pli.edu/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, AZ
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***