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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

           Thursday, July 7, 2005, Vol. 9, No. 159

                          Headlines

AIR ENTERPRISES: Court Okays Brouse McDowell as Committee Counsel
ALLMERICA CBO: Fitch Lifts $111 MM Sr. Notes Two Notches to BB
ARMSTRONG WORLD: Allows Interface to Consummate Merger Agreement
AVADO BRANDS: Wants to Sell Charlotte Property to Kotis for $1.25M
BLUE WIRELESS: Recurring Losses Trigger Going Concern Doubt

BOUNDLESS CORP: Judge Eisenberg Approves Disclosure Statement
BREED TECHNOLOGIES: Asks Court to Formally Close Chapter 11 Case
BURLINGTON IND: Trust Wants Court OK on DENR & Highland Settlement
CATHOLIC CHURCH: Spokane's Move to Set Claims Bar Date Draws Fire
CATHOLIC CHURCH: Immaculate Heart Taps Southwell as Counsel

CALL-NET ENTERPRISES: Rogers Purchase Cues Fitch to Lift Ratings
CAMINOSOFT CORP: Restated Financials Include Going Concern Doubt
CELESTICA INC: Accepting Liquid Yield Option Notes for Repurchase
CELTRON INTERNATIONAL: Significant Losses Spur Going Concern Doubt
CHEMTURA CORP: Great Lakes Acquisition Prompts S&P to Lift Ratings

CLARK MATERIAL: Asks Court to Formally Close Two Affiliates' Case
CONNEXION INC: Voluntary Chapter 11 Case Summary
DLJ MORTGAGE: Stable Pool Performance Cues S&P to Lift Ratings
DONALD MARTIN: Case Summary & 20 Largest Unsecured Creditors
DT IND'S: Files Joint Liquidation Plan & Disclosure Statement

EDGE BUILDING: Case Summary & 20 Largest Unsecured Creditors
FINOVA GROUP: Plans Partial Prepayment of 7.5% Notes on Aug. 15
FOOTSTAR INC: Gets 2nd Amended Final Order Continuing DIP Financing
FOOTSTAR INC: Exclusive Solicitation Period Extended Until Aug. 12
FRANK HALFACRE: Case Summary & 20 Largest Unsecured Creditors

FRIENDSHIP VILLAGE: S&P Withdraws BB+ Rating on $28 Million Bonds
FRONTIER INSURANCE: Files Chapter 11 Petition in S.D. New York
FRONTIER INSURANCE: Case Summary & 17 Largest Unsecured Creditors
GAME SYSTEMS: Voluntary Chapter 11 Case Summary
GENERAL ROOFING: Republic Financial Turns Around & Sells Business

GOLDSPRING INC: Former CEO Says SEC Filings Are Misleading
GREY WOLF: Improved Finances Prompt S&P's Stable Outlook
HANDY & HARMAN: $45 Million PwC Trial Scheduled to Start Nov. 11
HIRSH INDUSTRIES: Files for Chapter 11 Protection in S.D. Indiana
HIRSH INDUSTRIES: Case Summary & 30 Largest Unsecured Creditors

IFT CORP: AMEX Accepts Plan of Compliance for Continued Listing
INVERNESS MEDICAL: Moody's Junks $150 Million Senior Sub. Notes
KAISER ALUMINUM: Wants to Hire Ernst & Young as Tax Servicer
KAISER ALUMINUM: Court Approves Avista, et al., Consent Decree
KAISER CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors

KOCH CELLULOSE: Moody's Upgrades $424 Million Debt Rating to Ba3
KRISPY KREME: Court OKs KremeKo's New Chief Restructuring Officer
LANTIS EYEWEAR: Panel Appoints Joseph Myers as Creditor Trustee
LEE'S TRUCKING: Wants to Use Financial Federal's Cash Collateral
LIBERTY COUNTY: S&P Lifts Rating on Senior Secured Bonds to BB+

LOCATEPLUS HOLDINGS: Accumulated Deficit Spurs Going Concern Doubt
MAGRUDER COLOR: Wants Cananwill to Finance Insurance Premiums
MAYTAG: May Close $1.65B Triton Merger Deal as Solicitation Ends
MAYTAG: Investors Allege Share Price Inflation for Merger Deal
MBNA Capital: S&P Puts BB+ Rated Notes on Positive Watch

MERIDIAN AUTOMOTIVE: Purchases Insurance From Liberty Mutual
MERIDIAN AUTOMOTIVE: New Center Wants Stay Lifted for Set-Off
MERIDIAN AUTOMOTIVE: Wants to Extend Removal Period to Nov. 1
MIRANT CORP: Judge Lynn Wants Enterprise Value Recalculated
MIRANT CORP: Request for Third-Party Tolling Agreements Draws Fire

MIRANT CORP: Gets Court OK to Allow Dick's $11.5M Unsecured Claim
NEIGHBORCARE INC: Returns to Negotiating Table with Omnicare
OMEGA HEALTHCARE: Sells Four Facilities for $17.4 Million
OMEGA HEALTHCARE: Closes on $59.2 Million in New Investments
OMNICARE INC: Increases Offer to Buy NeighborCare for $1.57 Bil.

OMNICARE INC: Moody's Reviews $750 Million Facilities' Ba1 Rating
ONE EQUITY: Case Summary & 20 Largest Unsecured Creditors
PEGASUS SATELLITE: Trust Wants Cash Investment Requirements Waived
PEGASUS SATELLITE: Ct. Denies KB Prime's Motion to Compel Decision
PILLOWTEX CORP: Wants Court Nod on Wellman Settlement Documents

PLYMOUTH RUBBER: Files for Chapter 11 Protection in Massachusetts
PLYMOUTH RUBBER: Case Summary & 40 Largest Unsecured Creditors
RAVEN MOON: Reshuffles Shares to Facilitate Additional Financing
SAKS INC: Completes $622 Mil. Sale of Proffitt's/McRae's to Belk
SAKS INC: Majority of Noteholders Agree to Amend Indentures

SAKS INC: Fitch's Low-B Ratings Unchanged After Successful Consent
SIMTEK CORP: RENN Capital Stretches Debentures' Payment Terms
S.K. NEW YORK: Mun & Lee Asks Court to Stall Sale Closing
STAR TELECOM: Liquidating Trustee Wants Case to Remain Open
TELESYSTEM INT'L: Stock Can Trade on Nasdaq Until Sept. 19

THERMA-WAVE: Negative Liquidity Prompts PwC's Going Concern Doubt
THICKSTUN BROS: Case Summary & 17 Largest Unsecured Creditors
TORCH OFFSHORE: Hires Lugenbuhl Wheaton as New Bankruptcy Counsel
TRIM TRENDS: Gets Court OK To Hire Carson Fisher as Bankr. Counsel
TUBETEC: Can Access National's Cash Collateral Through August 31

TUBETEC INC: Court Okays Additional $110,000 DIP Loan
US AIRWAYS: Disclosure Statement Hearing Begins on Aug. 9, 2005
USG CORP: Wants Exclusive Plan Filing Period Stretched to Dec. 31
VENTAS INC: Inks $85 Million Leases with Capital Senior Living
WEBSTER SHEET: Voluntary Chapter 11 Case Summary

WESTPOINT STEVENS: Gets Court Nod to Sell Longview Property
WINN-DIXIE: Hires Hilco & Gordon Brothers as Liquidating Agents
WINN-DIXIE: Revises Employee Retention Programs as a Compromise
WINN-DIXIE: July 14 Deadline to Bid on 323 Store Locations
WORLDCOM INC: Court Approves Touch America Settlement Agreement

W.R. GRACE: Gets Court OK to Contribute $1.3MM to Chattanooga Plan

* Alvarez & Marsal Expands Asian Operations
* Alvarez & Marsal Hires Three Professionals for Asia Office

                          *********

AIR ENTERPRISES: Court Okays Brouse McDowell as Committee Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Air Enterprises,
Inc., sought and obtained permission from the U.S. Bankruptcy
Court for the Northern District of Ohio to employ Brouse McDowell
as its counsel, nunc pro tunc to May 13, 2005.

The Committee selected Brouse McDowell because of its experience
in complex bankruptcy law issues for the purpose of assisting the
Committee in the performance of its duties and rights under
section 1103(c) of the bankruptcy code.

Kate M. Bradley, Esq., and Marc Merklin, Esq., lead the
engagement.

Brouse McDowell will provide legal services as requested by the
Committee at the Firm's regular hourly rates, which vary based
upon the experience, specialty and expertise of various legal
personnel involved.  The papers filed with the bankruptcy court
don't disclose how much Brouse McDowell professionals will be paid
for their work.

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

Headquartered in Akron, Ohio, Air Enterprises, Inc. --
http://www.airenterprises.com/-- designs, engineers, manufactures
and supports custom air handling systems.  The Company filed for
chapter 11 protection on Apr. 27, 2005 (Bankr. N.D. Ohio Case No.
05-52467).  John J. Guy, Esq., at Guy, Lammert & Towne, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated liabilities
between $1 million to $10 million.  An estimate of its assets was
not provided.  Air Enterprises has signed a deal to sell its
assets to Air Enterprises Acquisition, LLC, an assignee of
Resilience Capital Partners, LLC, for $2.75 million, subject to
higher and better offers at an auction on July 13, 2005.


ALLMERICA CBO: Fitch Lifts $111 MM Sr. Notes Two Notches to BB
--------------------------------------------------------------
Fitch Ratings upgrades one class of notes issued by Allmerica CBO
I, Ltd.  These rating actions are effective immediately:

     -- $111,325,388 senior notes upgraded to 'BB' from 'B+';
     -- $78,353,293 second priority senior notes remains at 'C'.

Allmerica is a collateralized bond obligation managed by Allmerica
Asset Management, Inc., which closed June 11, 2005.  Allmerica is
composed of 77.1% high yield corporate bonds, 13.6% structured
finance and 9.4% sovereign.  Included in this review, Fitch
discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.  In
addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

Since last review, the credit quality of the portfolio has
stabilized, and the credit enhancement to the senior note has
improved.  Allmerica continues to fail its overcollateralization
test and therefore continues to divert excess interest proceeds
towards the redemption of the senior notes.  Since close, the
senior notes have redeemed approximately 57.1% of the original
balance and since last review, the notes have redeemed
approximately 28.2% of the original balance.  As a result of the
redemption of the notes, the senior OC test increased to 107.8%
from 103.5% with a trigger of 126.5%.

The second priority note has capitalized $21 million in interest
and is cut off from the receipt of both interest and principal
monies for the foreseeable future.  In Fitch's modeling
simulations, this note may receive a small recovery at or near
maturity.

The rating of the senior notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
second priority senior notes addresses the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the senior notes no longer reflect the
current risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/ For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, also available at
http://'www.fitchratings.com/


ARMSTRONG WORLD: Allows Interface to Consummate Merger Agreement
----------------------------------------------------------------
Interface Solutions Holdings, Inc., was formed in July 1999, when
Armstrong World Industries, Inc., sold a 65% interest in Armstrong
Industrial Specialties, Inc. -- presently Interface Solutions,
Inc. -- to senior management and a private equity fund in a
transaction referred to as the "1999 Transaction."  The Fund is
not affiliated with AWI or any of its affiliated debtors.

In the 1999 Transaction, AWI retained an approximately 35%
minority equity interest in Interface, consisting of 34.7% of
ISH's common stock -- both Series A and Series B common stock --
and 38.9% of ISI's non-voting preferred shares.  ISH's remaining
common stock and ISI's non-voting preferred shares are held by
entities and persons that are not affiliated with AWI.  ISI's
voting common stock is wholly owned by ISH.

To protect ISI's value, and to avoid the uncertainties, risks,
costs and expenses that might be associated with possible
asbestos-related personal injury claims being asserted against ISI
or any of its affiliates, AWI proposed to treat ISI as a "PI
Protected Party" under the terms of a plan of reorganization for
AWI.  Accordingly, ISI, ISH, and one of the entities associated
with the 1999 Transaction -- AISI Acquisition Corporation --
agreed to, among other things, withdrew claims filed against AWI,
including, but not limited to, Claim No. 3421, on the effective
date of AWI's Plan.

                          The Merger Agreement

ISI and ISH as well as a strategic financial party identified by
Interface as a "preferred merger candidate" and two merger
subsidiaries of the Buyer are entering into an Agreement and Plan
of Merger.  The Buyer is a private equity fund that is not
affiliated with AWI, the Fund or Interface.

Under the Agreement, the Buyer's subsidiary will merge with ISH.
ISI's common stockholders, including AWI, will have their stock
cancelled, in which non-management stockholders will have the
right to receive cash and notes.  Management stockholders will
have the right to receive the Buyer's cash and stock, as well as
one of the notes.

Pursuant to the terms of the Agreement, a second subsidiary of the
Buyer will merge with ISI, and the holders of non-voting preferred
shares in ISI, including AWI, will have that stock cancelled,
wherein stockholders will have the right to receive cash.  The
mergers must close on or before September 30, 2005.

If the mergers close, the Buyer will pay an aggregate purchase
price equal to $82.5 million, which will consist of about
$72.5 million in cash and $10 million in the form of two notes.
Interface estimates that based on the $82.5 million purchase
price, AWI will receive around $23.2 million, consisting of
$16.6 million for its common stock in ISH and $6.6 million for its
non-voting preferred shares in ISI.  The $16.6 million portion of
the AWI Payment will be paid through a combination of cash and a
proportional share of the Seller Notes.

Under Delaware law, after ISI and ISH execute the Agreement, they
will solicit stockholder approval of it.  While the Fund and its
present or former employee investors hold a sufficient number of
shares to vote to approve the Agreement irrespective of how AWI
votes, Interface intends to send proxy materials to AWI related to
the Agreement.

AWI believes the transaction reflected in the Agreement is fair,
but AWI does not intend to vote its shares.

             ISH and ISI Stocks Get Cancelled Upon Merger

On the approval of the Agreement by stockholders holding a
majority of Interface's common stock, every Interface stockholder,
including AWI, will have its stock in ISH and ISI cancelled on the
filing of a merger certificate with the Delaware Secretary of
State.  Each of the non-management stockholder will then be
entitled to receive its portion of cash and its share of the
Seller Notes provided under the Agreement on submission of its
cancelled stock certificates to Interface, accompanied by a
transmittal letter.  AWI intends to transmit its cancelled stock
certificates to Interface so that it can receive the AWI Payment
under the Agreement.

To transmit its cancelled stock certificates, AWI must execute
transmittal letters, which will include ordinary and customary
provisions typical to those transmittal letters.  Under the
transmittal letters, AWI will represent and warrant that
immediately prior to the cancellation of its stock, it had title
to that stock and that it has the authority to surrender the
cancelled stock certificates of Interface and that stock is free
of any liens or claims.  AWI will also irrevocably waive any
dissenters' rights, appraisal rights or similar rights that it may
have arising out the Agreement.

               Interface Wants Automatic Stay Modified

To the extent necessary to effectuate the proposed merger
transaction under the Agreement, Interface -- with AWI's consent
-- asks Judge Fitzgerald to modify the automatic stay imposed by
Section 362(a) of the Bankruptcy Code.  Although the parties do
not concede that relief from the automatic stay is required, AWI
has agreed, out of an abundance of caution, that the automatic
stay will be deemed modified to permit these conduct or actions:

   (1) ISH and ISI may each submit appropriate proxy materials
       to AWI related to the Agreement.

   (2) ISH and ISI may each file a certificate of merger and all
       other necessary documents with the Delaware Secretary of
       State, which will result in the cancellation of AWI's
       equity interests in ISH and ISI and the creation of AWI's
       corresponding right to receive the AWI Payment on
       tendering cancelled stock certificates accompanied by the
       appropriate transmittal letter.

   (3) ISH and ISI will have the right to submit a transmittal
       letter to AWI which, as a condition to payment, will
       require AWI to transmit its cancelled stock certificates
       and that will require AWI to represent and warrant title
       of that cancelled stock and release dissenters' and
       appraisal rights.

   (4) ISH, ISI and AWI ratify and reaffirm the PI Protected
       Party Stipulation.  AWI will continue to use its
       reasonable "best efforts" to continue to provide
       Interface, its successors and assigns, with the same
       treatment AWI provides Interface in the Fourth Amended
       Plan and any subsequently filed plan, and as contemplated
       by the PI Protected Party Stipulation if AWI proposes a
       plan of reorganization that provides for an injunction
       under Section 524(g) of the Bankruptcy Code.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue No. 78; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


AVADO BRANDS: Wants to Sell Charlotte Property to Kotis for $1.25M
------------------------------------------------------------------
Avado Brands, Inc. and its debtor-affiliates asks the Hon. Steven
A. Felsenthal of the U.S. Bankruptcy Court for the Northern
District of Texas for permission to sell its Real and Personal
Property located in Charlotte, North Carolina, to Kotis Holdings,
LLC.

The Debtors asks the Court to authorize the sale free and clear of
all liens, claims, encumbrances, and interests and to waive the
automatic stay imposed under Federal Rule of Bankruptcy Procedure
6004(g).

                  Terms of the Sale Agreement

Patrick L. Huffstickler, Esq., at Cox Smith Matthews Inc., in San
Antonio, Texas, and counsel for the Debtors, tells the Court that
the Debtors propose to sell to Kotis the Property, inclusive of
all furniture, fixtures, and equipment, for $1,250,000 in cash.

The Agreement is subject to higher and better offers in a
competitive bidding process.  Competing bids must top Kotis' offer
by $25,000.  In the event a competitor tops Kotis' bid, the
Debtors will pay Kotis a $25,000 Break-Up Fee.

If Kotis defaults on the purchase transaction, the Debtors will
keep Kotis' $50,000 earnest money deposit, together with any
interest.

The Debtors have determined, in the sound exercise of their
business judgment that selling the Property to Kotis, subject to
higher and better offers, is in the best interest of their
estates.

Mr. Huffstickler explains that the Agreement was negotiated at
arm's length and in good faith after exposure of the Property to
the market.

The Debtor assures the Court that Kotis is a good faith purchaser
within the meaning of Section 363(m) of the Bankruptcy Code and is
fully entitled to the protection of that provision.

Headquartered in Madison, Georgia, Avado Brands, Inc. --
http://www.avado.com/-- owns and operates two proprietary brands
comprised of 102 Don Pablo's Mexican Kitchens and 37 Hops
Grillhouse & Breweries.  The Company and its debtor-affiliates
filed a voluntary chapter 11 petition on February 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  Deborah D. Williamson, Esq., and
Thomas Rice, Esq., at Cox & Smith Incorporated, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $228,032,000 in
total assets and $263,497,000 in total debts.  Judge Steven
Felsenthal confirmed Avado's Modified Plan of Reorganization on
April 26, 2005, and that Plan became effective on May 19, 2005.


BLUE WIRELESS: Recurring Losses Trigger Going Concern Doubt
-----------------------------------------------------------
Davis, Kinard & Co., P.C., expressed substantial doubt about
Blue Wireless & Data, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the year ended Sept. 30, 2004.  The auditing firm points to the
Company's recurring losses.

During the two-year period ending Sept. 30, 2004, Blue Wireless &
Data, Inc., recorded net losses aggregating $2.4 million.  In the
six months ended March 31, 2005, the Company recorded a net loss
of $2.1 million.  The Company's continued existence is dependent
upon its ability to take advantage of acquisition opportunities,
raise capital through private securities offerings and debt
financing and use these sources of capital to pay down its current
debt and provide working capital.

                       Acquisitions

During the first quarter ended Dec. 31, 2004 the Company completed
the acquisition of Palancar Broadband LLC, a Texas limited
liability company.

During the second quarter ended March 31, 2005 the Company
completed two acquisitions.  Effective January 26, 2005 the
Company acquired Gerdes Web Services, LLC, a Texas limited
liability company and on March 15, 2005 the Company acquired DSG
Technology,Inc. d/b/a Panaband.  Both of these entities engage in
providing wireless internet services and have increased the
customer base and wireless network area coverage for the Company.

Management is focusing the Company on expanding and improving its
wireless internet service.  Through acquisition and normal growth,
the Company will continue to increase its customer base to derive
the necessary revenue generation to support operations.

                       Liquidity Plan

Recent operating results give rise to concerns about the Company's
ability to generate cash flow from operations sufficient to make
scheduled debt payments as they become due.  During the three and
six months ended March 31, 2005, the Company continued to seek
financing from private placements and seek acquisitions to expand
its wireless broadband network and revenue customer base.  The
Company has implemented cost saving measures including staff
reductions.  The Company will take additional cost savings
measures, if necessary, to enhance its liquidity position.

The Company's need to raise additional equity or debt financing
and the Company's ability to generate cash flow from operations
sufficient to make scheduled payments on its debts as they become
due will depend on its future performance and its ability to
successfully raise capital and implement business and growth
strategies.  The Company's performance will also be affected by
prevailing economic conditions.  Many of these factors are beyond
Company's control.

If future cash flows and capital resources are insufficient to
meet the Company's debt obligations and commitments, the Company
may be forced to reduce or delay activities and capital
expenditures, obtain additional equity capital or restructure or
refinance its debt.  In the event that the Company is unable to do
so, the Company may be left without sufficient liquidity and it
may not be able to meet its debt service requirements.  In such a
case, an event of default would occur and could result in a
substantial portion of the Company's indebtedness becoming
immediately due and payable.  As a result, the Company's senior
lender would be able to foreclose on the Company's secured assets.

                       Senior Secured Debt

At March 31, 2005, the Company maintained notes payable due to
Legend Bank currently carrying a principal balance of $292,984 and
accrued interest of $23,391.  Of this principal amount, $225,000
is due within twelve months.

                        Related Party Debt

At March 31, 2005, the Company had notes payable with a principal
balance totaling $136,844 due to its chief operating officer for
capital infusions made directly by its officer.  These notes bear
interest ranging from 7% to 18% per annum.  Accrued interest on
these notes totaled $7,574 at March 31, 2005.

At March 31, 2005 the Company had notes payable with a principal
balance totaling $324,184 due to MAC Partners, LP for capital
infusions made directly by MAC.  On March 15, 2005 the Company
issued 495,000 shares of its convertible preferred Series C stock
to MAC to retire this debt.

                       Non-Related Party Debt

At March 31, 2005 the Company maintained a note payable in the
principal amount of $284,000 related to the purchase of certain
assets from RWN.  Penalties for late payment accrue at the rate of
1% and totaled $2,840 at March 31, 2005.

The Company maintains a note payable totaling $15,000 bearing
interest at 7% from capital contributions from a financial
investment company.  This note matures January 31, 2007.

                       Other Notes Payable

The Company maintains a note payable in the amount of $6,800
payable related to its acquisition of Blue Ocean Wireless, Inc. in
June of 2004.  This note bears interest at 18% and accrued
interest totaled $709 at March 31, 2005.

The Company maintains a note for computer equipment in the amount
of $5,299 at March 31, 2005.

Blue Wireless & Data, Inc. is a service company providing a
wireless broadband network to its customers primarily located in
areas of rural north Texas.  Blue Wireless' network provides high
speed wireless broadband internet services that is low cost, price
competitive and easily scalable.


BOUNDLESS CORP: Judge Eisenberg Approves Disclosure Statement
-------------------------------------------------------------
The Honorable Dorothy Eisenberg of the U.S. Bankruptcy Court for
the Eastern District of New York approved the Third Amended
Disclosure Statement explaining the Third Amended Joint Plan of
Reorganization filed by Boundless Technologies, Inc., and its
debtor-affiliates.

Judge Eisenberg determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind of
information necessary for creditors to make informed decisions
when the Debtors ask them to vote to accept the Plan.

Under the Joint Plan, all distributions to be made to holders of
Allowed Claims, whether through the issuance of its capital stock
or payment of monies, will be made by the Debtors, Vision
Technologies, Inc., or by Oscar Smith, the President of Vision
Technologies.

Payments and Distributions to be made by the Debtors to Claimants
under the Plan will consist of cash or new issue of Boundless
Common Stock of the Reorganized Debtors.  Any cash to be disbursed
will be distributed only by the Debtors, while Boundless Common
Stock will be distributed directly by the Debtors or their
transfer agent.

The Plan groups claims and interests into nine classes, with
unimpaired claims consisting of:

   a) Allowed Administrative Claims to be paid 100% of their
      claims on the Effective Date;

   b) the Secured Valtee Claims will be paid in full over a
      period of 30 to 34 months subsequent to the Effective Date;

   c) the Secured Vision Claims will be paid 100% with shares of
      Boundless Common Stock;

   d) the partially Secured Norstan Claim will be in 72 monthly
      $5,000 installments beginning on the Effective Date;
      and

   e) Allowed Priority Claims and Allowed Priority Tax Claims
      will be paid 100% of their claims in Cash on the Effective
      Date.

Impaired claims consisting of:

   a) Allowed Unsecured Claims will receive their Pro Rata share
      of cash payments equal to 2% of the first $7 million of
      annual revenues derived from the sale of text terminals,
      plus 4% of annual revenues derived from text terminal sales
      exceeding $7 million; and

   b) Holders of Mandatorily Redeemable Preferred Stock and
      Holders of Existing Stock will not receive any cash or
      property under the Plan and their stock will be cancelled
      on the Record Date.

Full-text copies of the Amended Disclosure Statement and Amended
Joint Plan are available for a fee at:

      http://www.researcharchives.com/download?id=040812020022

The Court will convene a hearing on September 6, 2005, to discuss
the merits of the Plan.

Headquartered in Hauppauge, New York, Boundless Corp., is a global
technology company and is composed of two subsidiaries: Boundless
Technologies, Inc., a desktop display products company, and
Boundless Manufacturing Services, Inc., an emerging EMS
company providing build-to-order(BTO) systems manufacturing,
printed circuit board assembly.  The Company and its debtor-
affiliates filed for chapter 11 protection on March 12, 2003
(Bankr. E.D.N.Y. Case No. 03-81558).  Jeffrey A Wurst, Esq., at
Ruskin Moscou Faltischek PC, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $19,442,850 and total
debts of $19,417,517.


BREED TECHNOLOGIES: Asks Court to Formally Close Chapter 11 Case
----------------------------------------------------------------
Reorganized BREED Technologies, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware, to enter a final decree
closing, or alternatively, suspending its chapter 11 case.

The Court confirmed the Debtor's Third Amended Joint Plan of
Reorganization on November 22, 2002 and the Plan became effective
on December 26, 2000.

                Creation of Two Creditor Trusts

Pursuant to the Plan, two separate trusts, The Breed Creditor
Trust and AlliedSignal Recovery Trust, were created to administer
and distribute certain assets to creditors.

The BREED Creditor Trust administers all avoidance actions.  The
Trustee of the Breed Creditor Trust discloses that no further
avoidance action lawsuits are required in the Debtor's chapter 11
case since the only remaining avoidance action claims is a
$475,000 claim in the bankruptcy proceeding of MCI WorldCom.

The AlliedSignal Recovery Trust administers the AlliedSignal,
Inc., nka Honeywell International Inc., Litigation.  The lawsuit
seeks compensatory damages of not less than $325 million for fraud
and misrepresentation and an award of not less than $710 million
for fraudulent transfer claims.  Distributions under this Trust
cannot be made unless the AlliedSignal Litigation, set for trial
in late 2005, is resolved in favor of the Trust.

                         IRS Claims

Mary F. Caloway, Esq., at Klett Rooney Lieber & Schorling, tells
the Court that the only unresolved claim in this chapter 11 case
is the multimillion dollar claim filed by the Internal Revenue
Service.  The Debtor and the IRS are addressing the issue through
an external IRS Audit Procedure.

Ms. Caloway explains that the court should enter a final decree
closing the Debtor's  bankruptcy case pursuant to Section 350(a)
of the Bankruptcy Code and Rule 3022 of the Federal Rules of
Bankruptcy Procedure because:

    a) the order confirming the Plan became final since 2002;

    b) all property to be transferred under the plan has been
       transferred;

    c) the Trustee has assumed management of the assets under the
       Breed Creditor Trust and the AlliedSignal Recovery Trust;

    d) payments under the Plan have commenced; and

    e) all motions contested matters and adversary proceedings
       have been resolved.

In the event that the Court disallows the closure of its
bankruptcy case, the Debtor alternatively asks for an order
suspending the bankruptcy proceedings, pursuant to Section 305 of
the Bankruptcy Code, until the AlliedSignal Litigation is
completed.

Ms. Caloway says that the delay of entry of a final decree and
closure of the bankruptcy case, or a suspension of the bankruptcy
proceedings, will result in increased costs with no benefit to the
Debtor or its estate.

BREED, a global producer of automotive safety systems, filed for
chapter 11 protection on Sept. 20, 1999 (Bankr. D. Del. Case No.
99-3399).  The Bankruptcy Court confirmed BREED's Third Amended
Joint Plan of Reorganization on Nov. 22, 2000.  The plan took
effect on Dec. 26, 2000.  The Reorganized Debtor is represented by
Mary F. Caloway, Esq., and Mark R. Owens, Esq., at Klett Rooney
Lieber & Schorling, and Steven J. Kahn, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub P.C.


BURLINGTON IND: Trust Wants Court OK on DENR & Highland Settlement
------------------------------------------------------------------
The BII Distribution Trust asks the U.S. Bankruptcy Court for the
District of Delaware to approve a settlement agreement among the
Trust, Highland Industries, Inc., and the North Carolina
Department of Environment and Natural Resources.

                         The DENR Claims

On July 18, 2002, the State of North Carolina, on behalf of the
Superfund Section and the Underground Storage Tank Section of the
Division of Waste Management of the North Carolina DENR, filed
Claim No. 1075, pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act of 1986.  The First
DENR Claim sought $5,627,319, for response costs including the
assessment and clean up of eight sites.

On September 38, 2002, pursuant to CERCLA/SARA, the DENR filed
Claim No. 1443 for $7,565,619, for response costs including
assessment and clean up of nine sites.  The Second DENR Claim
amended and superseded the DENR First Claim.

On April 4, 2003, the DENR filed a third proof of claim, Claim
No. 1499, pursuant to CERCLA/SARA.  Claim No. 1499 amended and
superseded the Second DENR Claim.  The Third DENR Claim sought
$8,092,315, for the projected response costs of assessment and
clean up of nine sites:

    (1) Site at 6008 High Point Road, Greensboro, Guilford County,
        North Carolina,

    (2) Site at 300 East Meadowview Road, Greensboro, Guilford
        County, North Carolina,

    (3) Unit 3 at Phoenix Street, Statesville, Iredell County,
        North Carolina,

    (4) Kernersville Finishing Plant site at 215 Drumand Street,
        Kernersville, Forsyth County, North Carolina,

    (5) Wake Finishing Plan site at US Highway 1, Raleigh, Wake
        County, North Carolina,

    (6) Site at 116 Atoah Street, Robbinsville, Graham County,
        North Carolina,

    (7) Site in Rhonda, Wilkes County, North Carolina,

    (8) Site on US 64, east of Lexington, Davidson County, North
        Carolina; and

    (9) J-Street Site in Erwin, Hartnett County, North Carolina.

The three DENR Claims assert general unsecured claims against the
Debtors.

At the Debtors' request, the Court expunged the First DENR Claim
on October 23, 2003.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates the Trust objected to the Second
and Third DENR Claims.  The Court expunged the Second DENR Claim
on November 23, 2004.

                       The Highland Claims

On July 19, 2002, Highland Industries, Inc., filed Claim No.
1140, asserting an unliquidated general unsecured claim.

On September 22, 2003, Highland filed Claim No. 1541 for
$1,367,000, plus other amounts.  The Second Highland Claim
amended and superseded the First Highland Claim.  The Second
Highland Claim seeks indemnification from liability for the
contamination of the Kernersville Site pursuant an Asset Purchase
Agreement between Highland and the Debtors.  The Second Highland
Claim also asserts claims for:

    -- the diminution in value of the Kernersville Site due to
       environmental contamination, amounting to $1,352,000;

    -- the assessment cost relating to the Kernersville Site
       totaling $15,000; and

    -- unknown amounts related to a release of a hazardous waste.

At the Debtors' request, the Court expunged the First Highland
Claim in July 2004.  In September 2004, the Trust objected to the
Second Highland Claim.

                          The EPA Claim

On July 18, 2002, the United States, on behalf of the
Environmental Protection Agency, filed a proof of claim against
the Debtors.  The EPA Claim asserted a claim pursuant to
CERCLA/SARA for unreimbursed response costs incurred and any
potential future response costs to be incurred at three sites,
including two sites in North Carolina -- the J Street Site and
FCX-Statesville Site.

The Debtors, the EPA and the United States of America entered
into a settlement agreement to resolve the EPA Claim.  The Court
approved the Settlement on October 18, 2004.

                    The Settlement Agreement

To resolve the DENR Claims and the Highland Claims, without any
admission of liability, the Trust entered into a settlement
agreement with Highland Industries and North Carolina DENR.

The salient terms of the Settlement Agreement are:

    (a) With regard to the J-Street Site, the DENR Claims will be
        deemed to have been withdrawn with prejudice based on the
        previously approved settlement between the Debtors and the
        EPA;

    (b) With regard to the Kernersville Site, the DENR Claims will
        be allowed as a Class 4 General Unsecured Claim for
        $250,000.  All funds received by DENR pursuant to the
        terms of the Debtors' Plan of Reorganization on the claim
        for the Kernersville Site will be used for payment of the
        future response costs for further assessment and clean up
        of the Kernersville Site, including purchase of equipment;

    (c) With regard to the Meadowview Site, the DENR Claims will
        be allowed as a Class 4 General Unsecured Claim for
        $507,181;

    (d) With regard to all other sites set forth in the DENR
        Claims, the DENR Claims will be allowed as a Class 4
        General Unsecured Claim for $848,819.  In the event the
        DENR determines that insufficient funds remain to
        practically conduct further investigation or remediation
        of the contamination arising from the Debtors' activities
        at sites other than the Meadowview and Kernersville Sites
        or that funds from the General Unsecured Claim for the
        Other Sites remain after investigation and remediation are
        complete at the Other Sites, the DENR may use any funds
        remaining from the General Unsecured Claim for the Other
        Sites for the Meadowview Site as the DENR deems
        appropriate;

    (e) The total Allowed General Unsecured Claim of the DENR will
        be $1,606,000 divided among the Sites;

    (f) With regard to the Kernersville Site, the Second Highland
        Claim will be allowed as a Class 4 General Unsecured Class
        Claim for $550,000, for further assessment and clean up
        due to the environmental contamination of the Kernersville
        Site;

    (g) Upon Court approval, the Debtors and the Trust will have
        no further responsibility, except as those set forth,
        concerning the assessment and remediation of the Sites for
        past releases;

    (h) With regard to the Meadowview Site, the Debtors'
        Registered Environmental Consultant submitted a
        Remediation Plan to the DENR.  However, the Remedial Plan
        is several years old and will need to be updated to
        determine the appropriate remedial action for the
        Meadowview Site.  The DENR agrees that the funds received
        from its Allowed General Unsecured Claim for the
        Meadowview Site will be used to investigate and remediate
        the contamination arising from the Debtors' activities at
        the Meadowview Site, in accordance with the State's
        applicable requirements.  In the event the DENR determines
        that insufficient funds remain to practically conduct
        further investigation or remediation of the contamination
        arising from the Debtors' activities at the Meadowview
        Site, the DENR may use any funds remaining from the
        Allowed General Unsecured Claim for the Meadowview Site as
        the DENR deems appropriate;

    (i) With regard to the Kernersville Site, the DENR and
        Highland agree that the continued remediation of the
        Kernersville Site and the payment for the remediation will
        be provided as:

        (1) To the extent allowed by law, the Division of Waste
            Management and the Underground Storage Tank Section
            will oversee Highland's remediation at the
            Kernersville Site until at least the BII Payment on
            the DENR's claims for the Kernersville Site have been
            expended on the remediation;

        (2) The BII payment on the DENR's claims for the
            Kernersville Site will be deposited into a segregated
            escrow account that is restricted so that DENR will
            only use the funds for the Kernersville Site
            remediation.  Brenda Rivers, financial officer of the
            UST Section, will be responsible for setting up the
            DENR Kernersville Account.  Highland may request an
            accounting of the funds from the Financial Officer who
            will be authorized to provide that information.  The
            DENR agrees that the DENR BII Kernersville Payment
            will be held in trust by DENR for the benefit of
            Highland and its successors-in-interest, for
            remediation of the Kernersville Site.  To ensure the
            segregated account, the Trust will notify Highland
            before it pays the DENR on the DENR Claim for the
            Kernersville Site.  The transfer of the DENR BII
            Kernersville Payment will not be made until the DENR
            Kernersville Account has been established.  The Trust
            will transfer the DENR BII Kernersville Payment
            directly into the DENR Kernersville Account;

        (3) The amount of the recovery paid by the Trust on the
            Highland Claim will be used exclusively for the
            remediation of the Kernersville Site;

        (4) The DENR and Highland will each designate a project
            contact or contacts to oversee the remediation and the
            disbursement of funds for the Kernersville Site
            remediation.

        (5) The DENR acknowledges that Highland is a third party
            beneficiary of the agreement between the Trust and
            the DENR allowing the DENR'S Claim for the
            Kernersville Site for $250,000, and Highland will be
            entitled to require the DENR to use the DENR BII
            Kernersville Payment solely for remediation at the
            Kernersville Site.  Similarly, Highland acknowledges
            that the DENR is a third party beneficiary of the
            agreement between BII and Highland allowing Highland's
            claim for the Kernersville Site for $550,000, and the
            DENR will be entitled to require the use of the
            Highland BII Payment solely for remediation at the
            Kernersville Site;

        (6) The DENR will use the funds in the DENR Kernersville
            Account for the purchase of necessary equipment for
            the remediation of the Kernersville Site, and
            secondarily for other remediation if funds are
            available after the purchase of equipment.  The
            parties acknowledge that new remediation equipment may
            be required at the Kernersville Site before active
            remediation can be recommenced.  The remediation
            equipment will have little or no value at the
            completion of remediation;

        (7) Highland's agreement to continue the remediation
            started by the Debtors and to expend the Highland BII
            Payment for remediation will not be construed to
            indicate that Highland is a responsible party for the
            remediation of the Kernersville Site, which liability
            Highland denies; and

        (8) In the event that the remediation of the Kernersville
            Site is completed prior to the use of the DENR BII
            Kernersville Payment and the Highland BII Payment,
            then on the execution of an acknowledgment by the DENR
            and Highland that the remediation of the Kernersville
            Site is complete, each party will be able to use the
            remaining finds received from the Trust related to the
            Kernersville Site, free of any restrictions in the
            Settlement Agreement; and

    (j) In consideration of the allowance of the General Unsecured
        Claims and the payment of distributions on those claims,
        the DENR and Highland release their Claims against the
        Debtors, the Trust and any successor company emerging
        under the Chapter 11 Plan.

Headquartered in Greensboro, North Carolina, Burlington
Industries, Inc. -- http://www.burlington-ind.com/-- was one
of the world's largest and most diversified manufacturers of soft
goods for apparel and interior furnishings.  The Company filed
for chapter 11 protection in November 15, 2001 (Bankr. Del. Case
No. 01-11282).  Daniel J. DeFranceschi, Esq., at Richards, Layton
& Finger, and David G. Heiman, Esq., at Jones Day, represent the
Debtors.  WL Ross & Co. LLC purchased Burlington Industries and
then sold the Lees Carpets business to Mohawk Industries, Inc.
Combining Burlington with Cone Mills, WL Ross created
International Textile Group.  Burlington's chapter 11 Plan
confirmed on October 30, 2003, was declared effective on Nov. 10,
2003.  (Burlington Bankruptcy News, Issue No. 62; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane's Move to Set Claims Bar Date Draws Fire
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on June 3,
2005, the Spokane Diocese asked Judge Williams to set the bar date
for filing non-governmental proofs of claim at 90 days after the
Court approves the request or at another date that the Court
determines to be appropriate under the circumstances.

                  Futures Representative Objects

Gayle E. Bush, the Future Claims Representative in the Diocese of
Spokane's Chapter 11 case, contends that Spokane's proposed
Claims Bar Date and registration requirement violate the policy of
protecting victims of childhood sexual abuse.  Spokane and its
insurers are seeking to require the Categories V and III claimants
to file proofs of claim before the statute of limitations even
begins to run, and before a claimant knows of his injury.

"This is manifestly unfair and harsh to the claimants," Mr. Bush
tells the U.S. Bankruptcy Court for the Eastern District of
Washington.

Since it may take years for victims of childhood sexual abuse to
connect their abuse to their injuries, Mr. Bush maintains that
these victims require special consideration and protection.  In
fact, Mr. Bush notes that in the Archdiocese of Portland in
Oregon's Chapter 11 case pending in the U.S. Bankruptcy Court for
the District of Oregon, Judge Perris recognized the need for
special protection of victims of childhood sexual abuse.

Specifically, the Portland Archdiocese and its insurers sought to
restrict claims of the Causal Link claimants limiting the role of
the Future Representative to representation of only minors and
those victims who have repressed their memory.  However, Judge
Perris rejected that limitation.  Judge Perris acknowledged that
the sexual abuse victims had claims, even if they had not made a
connection.  To protect their rights, Judge Perris allowed the
future claims representative in Portland's case to file proofs of
claim on behalf of those who had not made the connection between
the abuse and their injuries.

Mr. Bush agrees with the approach taken by Judge Perris, and
asserts that as Futures Representative, he should also be allowed
to file proofs of claim on behalf of Causal Link claimants in
Spokane's case.

Mr. Bush further believes that a trust must be created.  The
Bankruptcy Code allows debtors to deal with future claims by
creating a trust through the plan of reorganization.  Section
524(g) of the Bankruptcy Code prevents future claimants from
pursuing the debtor except for claims against the trust fund.
This is the proper mechanism for limiting and controlling future
claims, Mr. Bush asserts.  Creating a trust fund and allowing the
Futures Representative to file proofs of claim on behalf of
victims protects the victims' due process rights.

The Futures Representative also objects to the insurance carrier's
statement in support of Spokane's request.  Mr. Bush believes that
the Insurers have no standing and they are attempting to use the
process of determining a claims bar date as a way to restrict
their liability.  Mr. Bush points out that registering is no less
painful than filing a proof of claim, because the form of
registration proposed by the Insurers requires the same level of
detailed information as the Proof of Claim form.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Immaculate Heart Taps Southwell as Counsel
-----------------------------------------------------------
Immaculate Heart Retreat Center needs representation in the
Diocese of Spokane's Chapter 11 case and in the adversary
proceeding captioned Committee Tort Litigants v. Catholic Bishop
of Spokane, et al. (Adv. Pro. No. 05-80038).

For this reason, Immaculate Heart seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Washington to retain
Southwell & O'Rourke, P.S., as its attorneys, nun pro tunc, to
May 2, 2005.

Deacon John Ruscheinsky, Executive Administrator on behalf of
Immaculate Heart, informs Judge Williams that Immaculate Heart
will pay the firm's professionals based on their hourly rates:

              Dan O'Rourke       $275
              Kevin O'Rourke     $215

Immaculate Heart will also pay actual expenses incurred by the
firm.

Immaculate Heart believes that it is a separate and distinct legal
entity from the Diocese and that its assets are not property of
the estate.

Mr. Ruscheinsky assures Judge Marlar that that Southwell &
O'Rourke does not hold or represent any interest adverse to the
Diocese, and is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALL-NET ENTERPRISES: Rogers Purchase Cues Fitch to Lift Ratings
----------------------------------------------------------------
Fitch Ratings has upgraded the rating assigned to the senior
secured notes of Call-Net Enterprises Inc. to 'BB' from 'B-' and
removed the company from Rating Watch Positive.  The Rating
Outlook for Call-Net is Stable.

The rating action reflects Rogers Communications Inc.'s receipt of
the necessary approvals to close the Call-Net acquisition.  On
June 30, 2005, the Ontario Superior Court of Justice gave a final
approval to the transaction.  Consequently, since shareholders at
both Call-Net and RCI have also approved the transaction,
effective July 1, Call-Net became an operating subsidiary of RCI.

Fitch takes a consolidated view when rating RCI and its other
subsidiaries, Rogers Cable and Rogers Wireless.  Accordingly,
while RCI did not guarantee the Call-Net debt, the rating
incorporates the strength of the Rogers group of companies and the
strategic importance of Call-Net's assets to RCI that Fitch
expects to become highly integrated over time.  The notching
difference between the secured debt at Call-Net and the secured
debt at Rogers Wireless and Rogers Cable, which are rated 'BB+',
reflects Fitch's belief that the wireless and cable operations
would support a higher level of anticipated recovery in a stressed
scenario.

On May 11, 2005, RCI announced the company had entered a
definitive agreement to acquire Call-Net Enterprises Inc. in a
stock-based transaction.  At closing, RCI issued one class B
nonvoting share of RCI for each 4.25 shares of Call-Net,
representing a value of $330 million.  RCI also assumed US$223
million in senior secured notes and a fully drawn accounts
receivable program of $55 million.  While the secured notes
contain a change of control provision, Fitch does not expect
bondholders to tender the debt since the notes are trading at a
premium to the redemption price.  However, in January 2006, the
debt becomes redeemable at the company's option with a make whole
premium.  For 2004, Call-Net generated $819 million of revenue and
$105 million in EBITDA. Fitch believes the transaction is credit
neutral for RCI with the company deriving benefits from Call-Net's
longhaul network, business exposure, and overlapping telephony
customers.

The ratings on the Rogers group of companies incorporates the
relatively high debt levels, the negative free cash flow at a
consolidated RCI, and the lack of meaningful restrictions on
advancing funds between companies.  Additionally, Fitch recognizes
the strong business position of cable and wireless as evidenced by
Rogers bundle of video, HSD, wireless, and cable telephony (launch
in second half of 2005) services.

Debt at the consolidated RCI should increase modestly in 2005,
largely as a result of funding requirements at Rogers Cable,
before stabilizing in 2006.  Consolidated cash generation is
expected to materially improve over the rating horizon, driven by
sizable cash flow improvements at Rogers Wireless, modest cash
flow increases at Rogers Cable, and reduced capital spending at
Rogers Cable.  Consolidated leverage for 2005 should remain at
approximately the same level as the end of 2004 (5.2 times [x])
with leverage improving moderately in 2006.


CAMINOSOFT CORP: Restated Financials Include Going Concern Doubt
----------------------------------------------------------------
BDO Seidman, LLP, Caminosoft Corp.'s independent auditors,
expressed substantial doubt about the Company's ability to
continue as a going concern in the restated financial statements
included in the Company's Form 10-K for the fiscal year ended
Sept. 30, 2004, submitted to the Securities and Exchange
Commission.  The auditors point to the Company's recurring losses
from operations and net capital deficiency.

The Company incurred a net loss of $2,144,075 for the year ended
Sept. 30, 2004 and lost $2,164,199 in the year ended Sept. 30,
2003.  The Company will require additional financing in order to
expand its business and continue operations.  The Company's
working capital requirements in the foreseeable future will depend
on a variety of factors including its ability to implement its
sales and marketing plan.

The Company plans to continue to focus on the integration of its
products and solutions with O.E.M. partner products for sales and
distribution.  This includes selling products through the
distribution channels of the partners.  The Company has new
arrangements, which it believes will generate higher levels of
revenue in fiscal 2005.

Management has developed additional contingency plans to ensure
expenses can be reduced and brought in line with revenues achieved
during 2005, allowing the Company to extend the operating capital.
The Company currently expects that the new financing will provide
sufficient cash to fund its projected operations for the
immediately foreseeable future and believes additional financing
will be available if and when needed.  If the Company is unable to
achieve projected operating results or obtain additional financing
if and when needed, management will be required to curtail growth
plans and scale back development activities.  If adequate funds
are not available or are not available at acceptable terms, the
Company's ability to finance its expansion, develop or enhance
services or products or respond to competitive pressures would be
significantly limited.

Formerly known as Interscience Computer Services, CaminoSoft
Corp., markets the Managed Server HSM line of computer data
storage management software. It also sells storage tools that work
with Novell's NetWare operating system and MEDISTAR, a software
suite for medical records. Affiliate funds of Dallas-based
Renaissance Capital Group own about 80% of CaminoSoft, including
convertible debt. Officers and directors as a group hold about 19%
of the company.

At Dec. 31, 2005, Caminosoft Corporation's balance sheet showed a
$1,663,430 stockholders' deficit, compared to a $1,404,620 deficit
at Sep. 30, 2004.


CELESTICA INC: Accepting Liquid Yield Option Notes for Repurchase
-----------------------------------------------------------------
Celestica Inc. (NYSE, TSX: CLS) reported that holders of its
Liquid Yield Option(TM) Notes due 2020 (Zero Coupon-Subordinated)
have the right to surrender their LYONs for purchase as of July 5,
2005.

Each holder of the LYONs has the right to require Celestica to
purchase on Aug. 2, 2005, all or any part of such holder's LYONs
at a price equal to $572.82 per $1000 principal amount at
maturity.  Under the terms of the LYONs, Celestica has the option
to settle its repurchase obligation in cash, subordinate voting
shares, or a combination of cash and subordinate voting shares,
and has elected to pay for the LYONs solely with cash.  If all
outstanding LYONs are surrendered for purchase, the aggregate cash
purchase price will be approximately $352 million.

In order to surrender LYONs for purchase, a purchase notice must
be delivered to JPMorgan Chase Bank, the trustee for the LYONs, on
or before 5:00 p.m. EDT, on or before Aug. 2, 2005.  Questions and
requests for assistance in connection with the process for the
surrender of LYONs may be directed to JPMorgan Chase Bank, N.A.,
at (800) 275-2048.  Holders of LYONs complying with the
transmittal procedures of the Depository Trust Company need not
submit a physical purchase notice to JPMorgan Chase Bank.  Holders
may withdraw any LYONs surrendered for purchase in response to
this offer at any time prior to 5:00 p.m., EDT, on August 2, 2005.

Celestica will file a Tender Offer Statement on Schedule TO with
the Securities and Exchange Commission on July 5, 2005.  Celestica
will make available to LYONs holders, through the Depository Trust
Company, documents specifying the terms, conditions and procedures
for surrendering and withdrawing LYONs for purchase.  LYONs
holders are encouraged to read these documents carefully before
making any decision with respect to the surrender of LYONs,
because these documents contain important information regarding
the details of Celestica's obligation to purchase the LYONs.

The LYONs are convertible under certain circumstances into 5.6748
shares of Celestica subordinate voting shares per $1,000 principal
amount at maturity of LYONs, subject to adjustment under certain
circumstances.

Celestica, Inc. -- http://www.celestica.com/-- is a world leader
in the delivery of innovative electronics manufacturing services
-- EMS.  Celestica operates a highly sophisticated global
manufacturing network with operations in Asia, Europe and the
Americas, providing a broad range of integrated services and
solutions to leading OEMs (original equipment manufacturers).
Celestica's expertise in quality, technology and supply chain
management, enables the company to provide competitive advantage
to its customers by improving time-to-market, scalability and
manufacturing efficiency.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 8, 2005,
Moody's Investors Service has lowered the credit ratings of
Celestica Inc., concluding the review that was initiated on
December 10, 2004.  Specifically, the senior implied rating was
lowered to Ba3 from Ba2, the senior unsecured issuer rating was
lowered to B1 from Ba3 and the subordinated notes' senior
subordinated and LYONS, rating was lowered to B2 from Ba3.  The
SGL-1 liquidity rating was affirmed.  Moody's says the rating
outlook is stable.


CELTRON INTERNATIONAL: Significant Losses Spur Going Concern Doubt
------------------------------------------------------------------
Cordovano and Honeck, LLP, expressed substantial doubt about
Celtron International, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the year ended Dec. 31, 2004.  The auditing firm points to the
Company's significant operating losses.

Since inception, the Company has experienced losses and financed
its operations primarily through the sale of common stock or by
loans from shareholders.  The net loss for the year ended
December 31, 2004 was $6,612,837, as compared to a net loss at
December 31, 2003 of $3,153,204.  Management attributes the
increase in net loss primarily to expenses charged for stock based
compensation of $6,123,889, including a one-time charge for
research and development costs for the Company's tracking system,
in the amount of $4,071,922.

                  Liquidity and Capital Resources

As of December 31, 2004, the Company has $115,578 cash on hand and
current liabilities of $853,658, as compared to $31,512 cash on
hand and current liabilities of $858,700 for the same period of
2003.  The Company has material commitments to perform license
agreements acquired as a result of the acquisition of the assets
of Celtron International, Ltd., and for payments on its contracts
for the acquisition of subsidiaries in the next twelve months.
Management believes that the Company's current cash needs, for at
least the next twelve months, can be met by its revenues.  Failing
that, management will rely on loans from the directors, officers
and shareholders of the Company, and by private placements of
common stock.  However, the Company's principals are not legally
obligated to loan it these operating funds, and there can be no
assurance that any private placements will be successful.

                        Accountant Changes

On March 2, 2005, Celtron International dismissed its independent
accountant and appointed Stark Winter Schenkein & Co., LLP.  On
April 28, 2005, Stark Winter Schenkein resigned, without issuing a
report on the Company's financial statements.  The decision to
change accountants was approved by Celtron's Board of Directors.
On May 9, 2005, the Company re-engaged Cordovano and Honeck as its
independent accountant.

Celtron International Inc. is in the business of marketing
products and services in mobile commerce, vehicle locating and
management, and asset tracking and telemetry solutions. Celtron's
products and services incorporate the latest, state of the art
technology, including cellular, global positioning, and satellite
technology with our tracking and management systems, and the
latest mobile technology and its applications in providing mobile
technology solutions.


CHEMTURA CORP: Great Lakes Acquisition Prompts S&P to Lift Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB+' from 'BB-', on Chemtura Corp.
(fka Crompton Corp.).  The ratings are removed from CreditWatch
with positive implications, where they were placed on March 9,
2005.  The outlook is stable.

The rating actions follow Middlebury, Connecticut-based Chemtura's
recently completed acquisition of Great Lakes Chemical Corp. for
approximately $1.6 billion in common stock, plus the assumption of
debt.  The upgrades reflect an immediate strengthening of
Chemtura's business mix and cash flow protection and debt leverage
measures as a result of the equity-financed acquisition of a much
higher-rated company.

"The acquisition accelerates the strengthening of Chemtura's
credit quality statistics, which are expected to reach appropriate
levels for the revised ratings within the next two years," said
Standard & Poor's credit analyst Wesley E. Chinn.

With the completion of the acquisition, the corporate credit and
senior unsecured debt ratings on Great Lakes Chemical were lowered
to 'BB+' from 'BBB+', while the commercial paper rating was
withdrawn.  The ratings on Chemtura's notes and debentures as well
as notes at Great Lakes Chemical are now on par with the 'BB+'
corporate credit rating on Chemtura, reflecting Chemtura's
existing bank credit facility being replaced with an unsecured
bank facility and the modification of public indentures (resulting
in cross guarantees) providing holders of all debt of the combined
company with equal access to the assets of the consolidated entity
in the event of a default.

The ratings on Chemtura incorporate:

    - the vulnerability of its operating results to:

         * competitive pricing pressures,
         * raw-material costs, and
         * cyclical markets; and

    - weak cash flow protection measures.

These aspects are tempered by:

    - a diversified portfolio of meaningful specialty and
      industrial chemical businesses (generating annual pro forma
      revenues of roughly $4 billion),

    - the prospect of significantly improving earnings and
      strengthening operating margins near term, and

    - management's focus on improving the product mix and
      reducing debt during the next few years.

The stability of certain businesses, including crop protection and
petroleum additives, an improved focus on pricing strategy,
further cost-cutting initiatives, and the shedding of
underperforming activities bolster earnings prospects.
Management's strong commitment to debt reduction should also aid
in the strengthening of cash flow protection to appropriate
levels.

The cyclicality of some markets, uncertainties regarding raw-
material and energy costs, and general economic conditions, and
earnings challenges at the recreational water chemicals business
serve to temper the potential magnitude of the expected
improvement of credit quality measures during the next couple of
years.  Moreover, antitrust and restructuring payments and other
legacy factors will continue to hamper the generation of
discretionary cash flows.  Nevertheless, if Chemtura continues to
realize significant earnings progress and debt reduction in coming
quarters, a revision of the outlook to positive would be
warranted.


CLARK MATERIAL: Asks Court to Formally Close Two Affiliates' Case
-----------------------------------------------------------------
The Forklift Liquidating Trust, successor to Clark Material
Handling Company and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the District of Delaware, to enter a final
decree and order formally closing the chapter 11 cases of CMH 2,
Inc., fka Clark Alabama, Inc., and CMH3, Inc., fka Hydroelectric
Lift Trucks, Inc.

The Court confirmed the Debtors' Third Amended Plan of Liquidation
on October 22, 2003, and the Plan became effective on August 18,
2004.

Pursuant to the confirmed liquidation plan, the estates of CMH 2,
CMH 3 and Clark Material Handling Company were substantively
consolidated on the effective date.  After the consolidation,
Clark Material, nka Forklift LP Corporation, assumed all claims
against CMH 2 and CMH 3.

The Trust explains that since the bankruptcy estates of the
debtor-affiliates have been fully administered, the Court should
grant its request to enter a final decree and order to formally
close their bankruptcy case pursuant to Rule 3022 of the Federal
Rule of Bankruptcy Procedure and Section 350 of the Bankruptcy
Code.

The Trust adds that it has reached settlements in certain
adversary proceedings and is actively litigating avoidance
actions.  The Trust anticipates making distributions to unsecured
creditors at the conclusion of these lawsuits.

                     About Clark Material

Clark Material Handling Company, CMH 2, Inc., and CMH3, Inc.,
filed for Chapter 11 protection on April 17, 2000 (Bankr. D. Del.
Case No. 00-01730).  Headquartered in Lexington, Kentucky, The
Debtors were leading domestic and international designers,
manufacturers and marketers of a complete line of forklift trucks,
parts and other related products and services.

On January 31, 2003, the Debtors sold substantially all their
assets to DABO Acquisition, Inc. for $7.5 million and DABO assumed
certain post-petition liabilities.  The Debtors' Third Amended
Plan of Liquidation was confirmed on October 22, 2003, and the
plan became effective on August 18, 2003.  Teresa K.D. Currier,
Esq., Adam G. Landis, Esq., and Eric Lopez Schnabel, Esq., at
Klett Rooney Lieber & Schorling, P.C., represent the Debtors in
their bankruptcy cases.


CONNEXION INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Lead Debtor: Connexion, Inc.
             100 West Elm Street, Suite 300
             Conshohocken, Pennsylvania 19428

Bankruptcy Case No.: 05-20954

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      MetroTec Communications, Inc.              05-20953

Type of Business:

Chapter 11 Petition Date: July 6, 2005

Court: Eastern District of New York (Brooklyn)

Debtors' Counsel: Steven Wilamowsky, Esq.
                  Willkie Farr & Gallagher LLP
                  787 Seventh Avenue
                  New York, New York 10019-6099
                  Tel: (212) 728-8499
                  Fax: (212) 728-8111

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Connexion, Inc.               $10 Million to     $50 Million to
                              $50 Million        $100 Million

MetroTec Communications, Inc. $1 Million to      $50 Million to
                              $10 Million        $100 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


DLJ MORTGAGE: Stable Pool Performance Cues S&P to Lift Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on five
classes of DLJ Mortgage Acceptance Corp.'s commercial mortgage
pass-through certificates from series 1996-CF1.

The affirmed ratings reflect the stable performance of the
seasoned pool, as well as credit enhancement levels that provide
adequate support through various stress scenarios.

As of the June 13, 2005 remittance report, the collateral pool
consisted of 23 loans with an aggregate principal balance of $111
million, down significantly from 93 loans totaling $470.1 million
at issuance.  The master servicer, GMAC Commercial Mortgage Corp.,
provided Dec. 31, 2004 or June 30, 2004 net cash flow debt service
coverage figures for 79% of the pool.  Based on this information,
Standard & Poor's calculated a weighted average DSC of 1.23x, down
from 1.36x at issuance.  To date, the trust has experienced five
losses totaling $6 million.  The only delinquent loans in the pool
are the three loans (14.9 million, 13%) with the special servicer,
LNR Partners Inc.  The collateral properties for the loans are REO
and appraisal reduction amounts (ARAs) totaling $7.5 million are
outstanding.

The top 10 loans have an aggregate outstanding balance of
$87.7 million (79%).  Excluding the second-, third-, and sixth-
largest loans in the pool for nonreporting, the weighted average
DSC for the top 10 loans has decreased to 1.23x for the year
ending Dec. 31, 2004 from 1.33x at issuance.  The decreased
DSC reflects the decline in performance of the fourth-, fifth-,
and eighth-largest loans, which are on GMACCM's watchlist and are
discussed below.  Standard & Poor's reviewed property inspections
provided by GMACCM for all of the assets underlying the top 10
loans and all were characterized as "good."

There are three specially serviced loans ($14.9 million, 13%) that
are all secured by REO properties.  The third-largest loan ($10.5
million, 9%) in the pool is secured by a 409-room Clarion hotel,
formerly a Holiday Inn, in Irving, Texas, which was built in 1973
and renovated in 1980.  The hotel has not recovered from the weak
regional economy or the decline in business travel, and has been
hurt by increased competition in the Dallas-Fort Worth Airport
South submarket. An ARA of $6.2 million is in effect based on a
$6 million appraisal dated May 7, 2004.  Total loan exposure,
including advancing, is $12.6 million as of June 13, 2005.

The two other REO loans remaining have principal balances of $2.3
and $2.2 million, respectively.  Each loan is secured by a retail
property in rural Illinois, each of which is approximately 40,000
sq. ft.  Each of the collateral properties was formerly occupied
solely by Eagle Food Centers Inc., which filed for bankruptcy May
15, 2003.  Subsequently, Eagle Food Centers Inc. rejected the
leases and vacated the properties.  ARAs of $872,468 and $463,587,
respectively, are in effect on the $2.3 and $2.2 million loans,
based on appraisals of $1.6 million and $2.1 million. As of June
13, 2005, total loan exposures, including advancing, are $2.5
million and $2.4 million, respectively.

GMACCM's watchlist consists of seven loans with an aggregate
outstanding balance of $28.1 million (25%).  The Madison Hotel in
Morristown, New Jersey is the fourth-largest loan with a scheduled
balance of $9.1 million (8%).  Due to the loss of seminar groups
to competitive properties, the borrower renovated the hotel to
provide updated technology.  The borrower also added conference
space by converting some of the hotel's guest rooms.  The
improvements met with some success as the DSC and occupancy were
0.29x and 59%, respectively, for the 12 months ending Dec. 31,
2004, compared to respective figures of 0.06x and 60% for the
previous year.

The fifth-largest loan ($8.7 million, 8%) is secured by a
leasehold interest in a 235,692-sq.-ft. retail asset located in
Greenville, South Carolina.  The loan was placed on the watchlist
after Service Merchandise (50,000 sq. ft.) vacated its space in
2002.  While the borrower has leased some additional space and
performance has improved over the past year, DSC was 0.95x and
occupancy was 75% for the year ending Dec. 31, 2004.

The eighth-largest loan ($4.7 million, 4%) is secured by a 323-
unit multifamily property in Houston, Texas that was built in
1967.  The loan was placed on the watchlist following a management
change at the collateral property, which magnified the property's
poor performance in a difficult market.  For the year ending Dec.
31, 2004, DSC was 0.76x and occupancy was 63%.

The trust collateral for this transaction is located across 12
states with Michigan (21%), California (17%), Texas (16%), and
Massachusetts (10%) each accounting for more than 10% of the pool
balance.  The loans are secured by retail (32%), office (24%),
lodging (20%), multifamily (13%), and mixed-use (11%) properties.

Standard & Poor's stressed various loans with credit issues as
part of its pool analysis. The resultant credit enhancement levels
support the affirmed ratings.

                          Ratings Affirmed

                     DLJ Mortgage Acceptance Corp.
          Commercial mortgage pass-thru certs series 1996-CF1

                Class   Rating        Credit Enhancement
                -----   ------        ------------------
                A-3     AAA                       96.62%
                B-1     AAA                       69.17%
                B-2     AAA                       60.66%
                B-3     AA                        33.09%
                B-4     B+                        12.99%


DONALD MARTIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Donald Eugenio Rivera & Maribel Colon Jumenez Martin
        dba EM Cleaning and General Contractor
        ZMS - Suite 406
        Plaza Rio Hondo
        Bayamon, Puerto Rico 00961

Bankruptcy Case No.: 05-06191

Type of Business: The Debtor offers construction and industrial
                  cleaning services.

Chapter 11 Petition Date: July 5, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jesus Santiago Malavet, Esq.
                  Santiago Malavet & Santiago Law Office
                  470 Sagrado Corazon Street
                  San Juan, Puerto Rico 00915
                  Tel: (787) 727-3058
                  Fax: (787) 726-5906

Total Assets: $1,472,625

Total Debts:  $4,084,055

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Migdalia Donate Sanchez       Bank loan                 $760,000
c/o Lic. Rita Marchese Torres
P.O. Box 50459
Toa Baja, PR 00950-0459

Rokie Gonzalez                Trade debt                $617,777
c/o Lic. Maria S. Kortright
Soler
P.O. Box 360156
San Juan, PR 00936-0156

Luis Arroyo                   Trade debt                $617,777
c/o Lic. Ruben Gonzalez
PMB 43 Calle 43 UU-1
Santa Juanito
Bayamon, PR 00956

Power Sign Inc.               Trade debt                $225,000
c/o Lic. Jorge Rolando
Quintana
P.O. Box 366029
San Juan, PR 00936-6029

Banco Bilbao Vizcaya          Bank loan                 $212,000
P.O. Box 364745
San Juan, PR 00936-4745

Angel Marrero Romany          Trade debt                 $91,000
P.O. Box 9020862
San Juan, PR 00902

Matilde Guzman                Bank loan                  $60,500
c/o Juan A. Hernandez &
Assoc.
P.O. Box 367059
San Juan, PR 00936-7059

Minerva Rodriguez             Trade debt                 $50,000
c/o Lic. Edna I. Beltran
Silvagnoli
78 Calle Esteban PAdilla
Bayamon, PR 00959

Popular Auto                  Bank loan                  $35,000
P.O. Box 366818
San Juan, PR 00936-6818

Western Bank                  Bank loan                 $383,543
P.O. Box 1180                 Value of collateral:
Mayaguez, PR 00681-1180       $350,000

Pitterson Martinez            Trade debt                 $28,024
c/o Lic. Mark Antony
Cond. Darlington, Suite 410
1007 Mu¤oz Rivera Avenue
Rio Piedras, PR 00925

Popular Auto                  Bank loan                  $20,000
P.O. Box 366818
San Juan, PR 00936-6818

Internal Revenue Service      Trade debt                 $20,000
Mercantil Plaza Bldg.,
Room 914
2 Avenue Ponce De Leon
Stop 27 1/2
San Juan, PR 00918-1693

Academy Collection Services,  Trade debt                 $18,220
Inc.
P.O. Box 16119
Philadelphia, PA 19114-0119

Ready Mix Company             Trade debt                 $15,000
Division Legal
P.O. Box 364487
San Juan, PR 00936-4487

Citibank CCSI                 Bank loan                  $13,394
P.O. Box 9023593
San Juan, PR 00902-3593

ICI Paints Puerto Rico, Inc.                             $12,990
c/o Orlando Martinez
Sotomayor,
623 Ponce De Leon Avenue,
Suite 1201-B
San Juan, PR 00917

Pedro Marrero                 Trade debt                 $10,384
c/o Lic. Luz C. Valentina
Garcia
P.O. Box 3361
Bayamon, PR 00958

Security Doors & Windows      Trade debt                 $10,200
P.O. Box 1333
Toa Alta, PR 00954

Popular Auto                  Bank loan                  $10,000
P.O. Box 366818
San Juan, PR 00936-6818


DT IND'S: Files Joint Liquidation Plan & Disclosure Statement
-------------------------------------------------------------
DT Industries, Inc., and its debtor-affiliates delivered their
Joint Plan of Liquidation and an accompanying Disclosure Statement
to the U.S. Bankruptcy Court for the Southern District of Ohio,
Western Division at Dayton.

The Plan does not contemplate the financial rehabilitation of the
Debtors or the continuation of their businesses.  Instead, the
Debtors' assets will be sold and the sale proceeds will be
distributed to creditors.

                     Treatment of Claims

Under the Plan, $80,000 of unclassified allowed priority tax
claims and allowed miscellaneous secured claims totaling $592,000
will be paid in full.

The company's Prepetition Lenders, owed $32,869,644, are projected
to recover 34% of their claims.  These lenders will be paid after
the Debtors set aside monies for the DT Creditor Trust Assets, the
Liquidating Debtor Distribution Reserve, and the Wind-Down
Reserve.

General unsecured creditors holding claims totaling $11 million
will recover 5% on account of their claims.

The $35 million TIDES Claim holders and the 300 common stock
holders will get nothing under the Plan.

                  Plan Implementation

The Plan will be funded from the proceeds of the sale of the
Debtors' assets, avoidance action recoveries, and other
settlements.  A Creditor Trust will be established to prosecute
and recover preferences and fraudulent conveyances.

John Casper will be appointed as the Responsible Party for the
Liquidating Debtors.

Headquartered in Dayton, Ohio, DT Industries, Inc.
-- http://www.dtindustries.com/-- is an engineering-driven
designer, manufacturer and integrator of automated systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 12, 2004
(Bankr. S.D. Ohio Case No. 04-34091).  Ronald S. Pretekin, Esq.,
and Julia W. Brand, Esq., at Coolidge Wall Womsley & Lombard,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$150,593,000 in assets and $142,913,000 in liabilities.


EDGE BUILDING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Edge Building Products, Inc.
        224 Red Hill Road
        Newport, Pennsylvania 17074

Bankruptcy Case No.: 05-04415

Chapter 11 Petition Date: July 5, 2005

Court: Middle District of Pennsylvania (Harrisburg)

Debtor's Counsel: Lawrence G. Frank, Esq.
                  The Law Offices of Lawrence G. Frank
                  2023 North Second Street
                  Harrisburg, Pennsylvania 17102
                  Tel: (717) 234-7455
                  Fax: (717) 234-7470

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


FINOVA GROUP: Plans Partial Prepayment of 7.5% Notes on Aug. 15
---------------------------------------------------------------
The FINOVA Group, Inc., will make a partial principal prepayment
on August 15, 2005, to holders of record as of 5:00 p.m., New
York City time, on Aug. 8, 2005, on its 7.5% Senior Secured
Notes Due 2009 with Contingent Interest Due 2016.

According to Richard Lieberman, the Company's Senior Vice
President, General Counsel and Secretary, FINOVA will make a
$89,038,470 prepayment, together with accrued interest on the
portion of the principal being repaid up to but excluding the
Prepayment Date.

On July 1, 2005, FINOVA advised The Bank of New York, the Trustee
of the Notes, that it would make the partial prepayment.
Including the August 2005 prepayment, FINOVA will have prepaid
42.0% of the $2,967,949,000 principal amount outstanding as of
December 31, 2003.

That prepayment plus the other prepayments of principal that
FINOVA has made on the Notes are:

                                                      Cumulative %
                                        Principal     of Principal
Prepayment Date     Record Date        Amount        Prepaid
---------------     -----------        ---------     ------------
May 15, 2004*       May 10, 2004       $237,500,000    About 8%
August 16, 2004     August 9, 2004     $326,410,310         19%
October 15, 2004    October 7, 2004    $118,717,960         23%
November 15, 2004   November 5, 2004   $118,717,960         27%
January 18, 2005    January 10, 2005   $178,076,940         33%
February 15, 2005   February 8, 2005    $58,358,980         35%
March 15, 2005      March 8, 2005       $59,358,980         37%
May 15, 2005**      May 9, 2005         $59,358,980         39%
August 15, 2005     August 8, 2005      $89,038,470         42%

    * Paid on May 17, 2004
   ** Paid on May 16, 2005

The Trustee has agreed to issue this Notice of Partial Prepayment
to holders of the Notes:

                     NOTICE OF PARTIAL PREPAYMENT

                         The FINOVA Group Inc.

               7.5% Senior Secured Notes Maturing 2009

                  With Contingent Interest Due 2016

                         CUSIP No. 317928AA7*


       To: The Holders of the FINOVA Group Inc.'s 7.5% Senior
           Notes due (the Notes)


       NOTICE IS HEREBY GIVEN, pursuant to Sections 3.03 and 3.07
       of the Indenture dated as of August 22, 2001 (the
       "Indenture") between The FINOVA Group Inc., as Issuer, and
       The Bank of New York, as Trustee, that $89,038,470
       aggregate principal amount (the "Partial Prepayment") of
       the Issuer's 7.5% Senior Secured Notes Maturing 2009, with
       Contingent Interest Due 2016 (the "Notes") will be prepaid
       on August 15, 2005 (the "Prepayment Date"), together with
       accrued interest on the portion of principal being repaid
       up to but excluding the Prepayment Date.  Prepayments will
       be made to holders of record as of 5:00 p.m., New York City
       time, on August 8, 2005 (the "Record Date"), which is the
       fifth business day preceding the Prepayment Date.  Payments
       will be made pro-rata on the Notes.

       Payment of the Partial Prepayment on the Notes will be
       payable without physical presentation and surrender of the
       Notes to the Trustee, as Paying Agent.  The Trustee
       can be reached at the following address:

       If by Mail:                    If by Delivery:

       The Bank of New York           The Bank of New York
       P.O. Box 396                   111 Sanders Creek Parkway
       East Syracuse, NY 13057        East Syracuse, NY 13057
       Attn: Corporate Trust          Attn: Corporate Trust
             Operations                     Operations

       Provided that the Issuer makes the Partial Prepayment, the
       portion of the Notes prepaid will no longer be outstanding
       after the Prepayment Date other than the right of holders
       thereof to receive their pro rata share of the Partial
       Prepayment, and all rights with respect to the Notes to the
       extent of the Partial Prepayment will cease to accrue on
       the Prepayment Date.  Interest on the Notes to the extent
       of the Partial Prepayment will cease to accrue on and after
       the Prepayment Date.

                           IMPORTANT NOTICE

       Federal tax law requires that the Trustee withhold 30% of
       your payment unless (a) you qualify for an exemption or (b)
       you provide the Trustee with your Social Security Number or
       Federal Employer Identification Number and certain other
       required certifications.  You may provide the required
       information and certifications by submitting a Form W-9,
       which may be obtained at a bank or other financial
       institution.

            July __, 2005              By: The Bank of New York
                                           as Trustee

       * The Trustee is not responsible for the selection or use
         of the CUSIP number, nor is any representation made as to
         its correctness.  The CUSIP number is included solely for
         convenience of the Holders.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., represents the Debtors.  FINOVA
has since emerged from Chapter 11 bankruptcy.  Financial giants
Berkshire Hathaway and Leucadia National Corporation (together
doing business as Berkadia) own FINOVA through the almost
$6 billion lent to the commercial finance company.  (Finova
Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

At March 31, 2005, FINOVA Group's consolidated balance sheet
showed $519 million in stockholders' deficit.


FOOTSTAR INC: Gets 2nd Amended Final Order Continuing DIP Financing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered a second amended final order granting Footstar, Inc., and
its debtor-affiliates' request for authority to amend their post-
petition and exit financing.

On July 22, 2004, the Court entered an amended final order
authorizing the Debtors to enter into a three-year credit facility
and obtain up to $160 million of post-petition and exit financing
from Fleet National Bank and the DIP Lenders under a New DIP
Credit Facility.

On May 31, 2005, the Debtors entered into an Amended DIP and Exit
Facility with Fleet National, as Administrative Agent, and Fleet
Retail Group, as the Collateral Agent, for this five-lender
syndicate:

         Commitment  Lender
         ----------  ------
        $28,424,202  Fleet National Bank
         28,424,202  General Electric Capital Corporation
         18,949,468  The CIT Group/Business Credit, Inc.
         13,264,628  AmSouth Bank
         10,937,500  National City Business Credit, Inc.
       ------------
       $100,000,000

The Court authorizes the Debtors to obtain up to $100 million of
post-petition and exit financing under the Amended DIP and Exit
Facility.

                 Summary of the Amended DIP
                 and Exit Facility Agreement

As approved by the Court, the terms of the Amended DIP and Exit
Facility are:

  1) Maturity Dates - the DIP component of the Amended Facility
     will mature on the earlier of Oct. 31, 2006, or 11 days after
     the entry of an order approving the Debtors' assumption of
     the Master Agreement between the Debtors and Kmart Corp.,
     provided all transactions contemplated by that assumption are
     completed and the Debtors have funded reserves to cover any
     necessary cure amounts.  The Exit Facility will mature on the
     earlier of three years after the Exit Facility Date or
     March 4, 2009.

  2) Total Exit Commitment & Letters of Credit Outstanding - the
     total Exit Commitment has been reduced from $160 million to
     $100 million.  Letters of Credit may not be issued unless the
     aggregate amount of outstanding Letters of Credit is less
     than $40 million, from the previous cap of $75 million.

  3) Fees - the Unused Line Fee will accrue monthly and be paid
     quarterly, and the Commitment Fee has been eliminated and
     replaced by an Amendment Fee of $400,000.

  4) Financing Conditions - the amended conditions to the closing
     of the Exit Facility are a final order authorizing assumption
     of the Master Agreement is no longer required, and the
     closing date Excess Availability requirement has been reduced
     from $50 million to $40 million.

  5) Borrowing Base Certificate - after the Exit Facility Date,
     the Debtors will only need to supply monthly, rather than
     weekly, Borrowing Base Certificates provided Excess
     Availability is greater than $40 million, as compared to
     $50 million under the previous DIP and Exit Facility.

  6) Dividends - the Debtors may now pay dividends on or after the
     Exit Facility Date, provided that Excess Availability is at
     Least 40% of the Borrowing Base, compared to 50% under the
     previous DIP and Exit Facility, calculated on a pro forma
     basis for the following 12-month period.

  7) Chapter 11 Plan Distributions - the Debtors may only make
     distributions under their proposed chapter 11 Plan if the
     Kmart Assumption has occurred, no loans are outstanding, and
     no defaults have occurred.

  8) Excess Availability - The Debtors must now maintain Excess
     Availability of at least 10% of the Borrowing Base.  Prior to
     the Exit Facility Date, if there are loans outstanding, the
     Debtors must maintain Excess Availability that is the greater
     of 10% of the Borrowing Base or $20 million.

A full-text copy of the First Amendment to the Amended DIP and
Exit Facility is available at no charge at:

     http://ResearchArchives.com/t/s?55

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FOOTSTAR INC: Exclusive Solicitation Period Extended Until Aug. 12
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
further extended the time period during which Footstar, Inc.,
and its debtor-affiliates, have the exclusive right to solicit
acceptances of their proposed Joint Plan of Reorganization.  The
Debtors' exclusive solicitation period now runs through Aug. 12,
2005.

The Court approved the adequacy of the Debtors' Disclosure
Statement on an interim basis on Dec. 13, 2004.

The Debtors explain that confirmation of their proposed Plan,
which provides for the payment in full of all creditors' claims
and leaves their equity interests unaltered, is premised upon,
among other things, the assumption of the Master Agreement between
the Debtors and Kmart Corp.

On Aug. 12, 2004, the Debtors filed a request seeking to assume
the Master Agreement, and on Sept. 30, 2004, Kmart filed an
objection to the Debtors' Assumption Motion.  On Feb. 16, 2005,
the Court overruled, in part, Kmart's Assumption Objection.

On March 25, 2005, Kmart filed a supplemental memorandum of
law in support of its cross-motion to terminate the Master
Agreement pursuant to Section 365(e)(2) of the Bankruptcy Code.
On May 10, 2005, the Court denied Kmart's cross-motion to
terminate the Agreement.

The Court has not rendered a decision on the remaining issues
raised by the Assumption Motion and Objection.  The Debtors
anticipate that a trial on substantially all of the remaining
issues raised by the Assumption Motion and Objection will commence
on the week of July 18, 2005.

The Debtors give the Court three reasons that their exclusive
solicitation period should remain intact:

   a) they are not using the extension to pressure creditors into
      acceding to their reorganization demands because the
      Official Committee of Unsecured Creditors and the Official
      Committee of Equity Security Holders both support the
      proposed Plan;

   b) the extension will give them more opportunity in diligently
      working to resolve the issues surrounding the assumption of
      the Master Agreement in order to assist in their efforts to
      confirm the proposed Plan; and

   c) the extension will not prejudice their creditors and other
      parties-in-interest.

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FRANK HALFACRE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Frank E. Halfacre
        440 Tod Lane
        Youngstown, Ohio 44504

Bankruptcy Case No.: 05-43920

Chapter 11 Petition Date: July 5, 2005

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Joseph F. Rafidi, Esq.
                  The Rafidi Law Firm
                  3627 South Avenue
                  Youngstown, Ohio 44502
                  Tel: (330) 788-5555
                  Fax: (330) 782-2486

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $50 Million

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


FRIENDSHIP VILLAGE: S&P Withdraws BB+ Rating on $28 Million Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' standard
long-term rating on Illinois Health Facilities Authority's
outstanding $7.485 million series 1994 and $20.77 million series
1997A fixed-rate revenue bonds issued on behalf of Friendship
Village of Schaumburg, Illinois.  The 'AA+/A-1' rating on Illinois
Health Facilities Authority's $9.9 million series 1997B bonds was
also withdrawn.  The ratings were withdrawn at Friendship
Village's request.

The 'AA+/A-1' rating was based on a LOC and the underlying rating
on Friendship Village's debt.  In October 2004, Standard & Poor's
lowered its long-term rating on Friendship Village's debt to
'BB+', with a stable outlook, from 'BBB', with a negative outlook.
Friendship Village will be issuing additional debt of about $128
million through an upcoming sale of series 2005 bonds and is not
requesting a rating from Standard & Poor's.


FRONTIER INSURANCE: Files Chapter 11 Petition in S.D. New York
--------------------------------------------------------------
Frontier Insurance Group, Inc., an insurance holding company,
filed for chapter 11 protection in the U.S. Bankruptcy Court for
the Southern District of New York on July 5, 2005.

As of July 5, 2005, the Debtor owed $63.4 million in principal to
Insurance Management Group, LLC, plus accrued interest in excess
of $18.6 million.  The IMG loans are secured by valid, perfected,
enforceable and unavoidable liens on the stock of the Debtor's
subsidiaries, which constitutes substantially all of the Debtor's
assets.

In addition to the IMG secured debt, the Debtor owes holders
of its 6-1/4% convertible subordinated debentures due 2026
(which relate to certain Trust Originated Preferred Securities)
$129.5 million plus interest totaling $47.2 million that's been
deferred since April 2000.  The Debtor's prepetition unsecured
obligations with respect to the TOPrS are subordinated to IMG's
loan.

                          Litigation

The Debtor has settled (or obtained dismissal of) all securities
class action laws commenced against it and certain of its officers
and directors.  One settlement agreement is pending in the U.S.
District Court for the Eastern District of New York (Case No.
94-CV-5213).

Additionally, the Debtor is pursuing a lawsuit against Ernst &
Young in the Supreme Court of New York (Case No. 601461/03).  In
that litigation, Frontier accuses E&Y of malpractice regarding the
determination of the adequacy of Frontier Insurance Company's loss
reserves and says that's what caused substantial net losses for
both the Debtor and FIC.  The Debtor is looking for a $250 million
check from E&Y.

The Debtor and certain of its subsidiaries filed a consolidated
federal income tax return and have generated net operating loss
carry-forwards ("NOLs") as a result of the Debtor Group's decline
in business and other business issues.  Although the value of the
NOLs is undetermined due to inaccessible financial information of
subsidiaries involved in state rehabilitation proceedings, the
Debtor believes that the NOLs are valuable assets of its estate.

The Debtor believes that a chapter 11 proceeding will allow for
greater creditor recovery than a chapter 7 liquidation proceeding.

                       Rehabilitation

In August 2001, Frontier Insurance Company, with the Debtor's
consent, was placed in rehabilitation, a result of its
deteriorating financial condition, and control of its operations
vested in New York State's Superintendent of Insurance, as
Receiver.

The Debtor has indicated in regulatory filings that it believes
Frontier Insurance Company's loss reserves will ultimately prove
to be adequate as a result of reinsurance treaties put in place
years ago, and that the liquidation or rehabilitation of Frontier
Insurance's two subsidiaries, Frontier Pacific Insurance Company
and United Capitol Insurance Company, should result in remainder
value to Frontier Insurance, their parent, and that Western
Indemnity Insurance Company will be successfully rehabilitated
with a remainder surplus.

Medical Professional Liability Agency, Inc., Frontier's insurance
claims management unit, continues to operate.

Headquartered in Rock Hill, New York, Frontier Insurance Group,
Inc., is an insurance holding company, which through its
subsidiaries, is a national underwriter and creator of specialty
insurance products serving the needs of insureds in niche markets.
The Company filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-36877).  Matthew H. Charity, Esq., at
Baker & Hostetler LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $13,670,000 in total assets and $250,210,000 in total
debts.


FRONTIER INSURANCE: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Frontier Insurance Group, Inc.
        146 Rock Hill Drive
        Rock Hill, New York 12775-0859
        Tel: (845) 794-3600

Bankruptcy Case No.: 05-36877

Type of Business: The Debtor is an insurance holding company,
                  which through its subsidiaries, is a national
                  underwriter and creator of specialty insurance
                  products serving the needs of insureds in niche
                  markets.

Chapter 11 Petition Date: July 5, 2005

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: Matthew H. Charity, Esq.
                  Baker & Hostetler LLP
                  666 Fifth Avenue, 16th Floor
                  New York, New York 10103
                  Tel: (212) 589-4200
                  Fax: (212) 589-4201

Financial Condition as of December 31, 2003:

      Total Assets:  $13,670,000

      Total Debts:  $250,210,000

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
HSBC Bank U.S.A.                 6-1/4% Convertible $176,774,123
c/o Robert Conrad                Subordinated
10 East 40th Street, 14th Floor  Debentures
New York, NY 10016-0200          due 2026

Securities Class Claimants       Settlement           $1,100,000
c/o Schoengold & Sporn, P.C.
19 Fulton Street
New York, NY 10038

Schiff Hardin LLP                Legal Fees             $187,205
6600 Sears Tower
Chicago, IL 60606

Damon Key Leong Kupchak Hastert  Legal Fees              $70,325
1001 Bishop Street
1600 Pauahi Tower
Honolulu, HI 96813-3480

Corporation Service Company      Filing Service          $65,701
P.O. Box 13397
Philadelphia, PA 19101

Sullivan County Treasurer        Taxes                   $55,550
100 North Street
Monticello, NY 12701

Graves Dougherty Hearon & Moody  Legal Fees              $50,000
P.O. Box 98
Austin, TX 78767

The Hartford                     General Liability       $40,515
P.O. Box 620                     & Workmen's
New Hartford, NY 13413           Compensation
                                 Insurance

State of Delaware                Franchise Taxes         $34,680
The Prentice Hall
Corporation System
2711 Centerville Road, Suite 400
Wilmington, DE 19808

Johnson Lambert & Company        Accounting               $9,172

146 Rock Hill Drive Realty LLC   Rent                     $7,690

Empire Healthchoice Assurance    Health Insurance         $5,000

American Stock Transfer &        Transfer Fees            $1,200
Trust Company

Guardian Life                    Dental Insurance           $456

NYSEG                            Utilities                  $214

Viking Office Products           Office Supplies            $214

Paychex                          Paycheck Provider          $190


GAME SYSTEMS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Game Systems, Inc.
        aka Texas Game Systems
        800 Blue Mound Road
        Fort Worth, Texas 76131

Bankruptcy Case No.: 05-46823

Type of Business: The Debtor designs game software and sells
                  point-of-sale equipment.  See
                  http://www.texasgamesystems.net/

Chapter 11 Petition Date: July 5, 2005

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Julie C. McGrath, Esq.
                  Forshey & Prostok, LLP
                  777 Main Street, Suite 1290
                  Fort Worth, Texas 76102
                  Tel: (817) 877-8855

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

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


GENERAL ROOFING: Republic Financial Turns Around & Sells Business
-----------------------------------------------------------------
Republic Financial Corporation, a privately held investment
company with ownership interests in assets of more than
$1 billion, disclosed the sale of assets of one of its partially
owned subsidiaries, General Roofing Services, Inc.  A controlling
interest in the company, once the nation's largest commercial
roofing contractor, was acquired on April 30, 2004.

Following the acquisition, generalRoofing filed to reorganize
under Chapter 11 of the Bankruptcy Code in order to obtain better
access to working capital and to restructure its balance sheet to
reflect current market conditions and provide the appropriate
financial foundation for sustainable growth in the future.  With
Republic's direction and leadership, generalRoofing successfully
emerged from the bankruptcy process just five months post-filing.
The successful turnaround resulted in the opportunity to combine
generalRoofing and certain subsidiaries within Tecta America
Corp., a national roofing contractor.

"The opportunity presented itself in a much shorter timeline than
Republic usually considers," commented Randy Dietrich, president
of Republic and chairman of generalRoofing's board.  "We
traditionally have held acquisitions longer.  In this case the
opportunity to combine generalRoofing's strengths with Tecta
America's established and profitable business model created the
best outcome for both the employees and customers of
generalRoofing.  In the end, the long term outcome was best served
by our ability to quickly respond to the opportunity."

The sale follows a year of significant change and reorganization
within generalRoofing.  In a very short time, generalRoofing was
able to clean up its balance sheet and increase the efficiency of
its operations while continuing to deliver the high quality
roofing systems for which it had become known and respected in the
industry.

"Few national construction contractors have successfully emerged
from the Chapter 11 process," stated Bart Roggensack, president
and CEO of generalRoofing.  "Such an achievement would not have
been possible without the involvement and partnership of Republic.
As a result of the events of the past fourteen months,
generalRoofing's employees and management are in a position to
continue offering their talents and professionalism in the roofing
industry within the Tecta America organization."

As part of the sale agreement, Republic has the opportunity to
become an equity shareholder in Tecta America, thereby continuing
its involvement in the roofing services industry.

"Our participation in the future success of the newly expanded
Tecta America organization is an excellent opportunity to realize
the full value of the generalRoofing reorganization," said Jim
Possehl, chairman and CEO of Republic.  Following the sale
agreement, Possehl will serve as a director on Tecta America's
board. "We look forward to working with Tecta America to continue
to grow the best and largest roofing services contractor in the
country."

Located in Aurora, Colorado, Republic Financial Corporation --
http://www.republic-financial.com/-- is a privately held
investment company with ownership interests in portfolio companies
in commercial roofing, promotional products, corporate staffing,
as well as the Internet and data services sector. The company also
invests in distressed commercial debt, aviation, equipment lease
portfolios, private equity and structured finance transactions and
has invested in assets worth $1 billion. Republic was founded in
1971 and has achieved commercial success by structuring creative
financial solutions and employing intensive due diligence and
asset management to generate exceptional returns.

Headquartered in Fort Lauderdale, Florida, General Roofing
Services, Inc. -- http://www.generalroofing.com/-- offers
complete commercial roofing services, including new roof
installation, inspection, maintenance, repair, restoration and
replacement.  The Companies filed for chapter 11 protection on May
3, 2004 (Bankr. N.D. Tex. Case Nos. 04-35113 through 04-35170).
Charles R. Gibbs, Esq., Keith Miles Aurzada, Esq., and Randell J.
Gartin, Esq., at Akin Gump Strauss Hauer & Feld, LLP, represent
the Debtors in their restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed more than $100
million in estimated assets and more than $50 million in estimated
debts.  The Court confirmed the Debtors' joint chapter 11 plan of
reorganization in October 2004.


GOLDSPRING INC: Former CEO Says SEC Filings Are Misleading
----------------------------------------------------------
Stephen Parent, director and former chairman and CEO of
GoldSpring, Inc. (OTCBB:GSPG), delivered a letter to the Company's
Board of Directors at the Board Meeting held on July 5, 2005, to
determine the date of the annual general meeting of shareholders
and the content of the Proxy statement which will accompany that
notice.

The Company filed a lawsuit in the State of Arizona on Nov. 9,
2004, naming Mr. Parent as a defendant.  The Form 10-Q filed with
the Securities and Exchange Commission that same day charged Mr.
Parent with charges that it now appears have no foundation or
basis in fact.  This lawsuit was used as the springboard for a
recapitalization attempt, resolved by the Board which was
controlled by a majority of directors either controlled by the
Merriman Group or otherwise loyal to them at the exclusion of
other shareholders, with Mr. Parent's objection, on Nov. 29, 2004.

Before the recapitalization effort could take effect, a majority
shareholder consent resolution, which included Mr. Parent's 45+
million shares and Jubilee Investment Trust's 39.6 million shares,
among others was presented to the Scottsdale headquarters on
December 10, 2004, removing seven of the 10 board members and
firing CFO Robert Faber, President John Cook and Human Resources
Director Leslie Cahan.

Mr. Faber and Ms. Cahan subsequently filed a suit against Mr.
Parent and the remaining GoldSpring Board in State Court in
Phoenix, which found that the shareholders' consent resolution was
in accordance with Florida law.  Mr. Faber and Ms. Cahan then
filed a suit in the Ninth Circuit of The Federal District Court in
Phoenix.  Without finding any violations of either state or
federal statutes by Mr. Parent, the Judge reinstated the full
board and stayed the shareholder consent resolutions.  This case
is now under appeal at the Ninth Circuit Federal District Court in
San Francisco.

Formed in March 2003, GoldSpring, Inc., (OTCBB: GSPG) is a North
American mining company focused on the exploration for and
development of gold, precious metals and other minerals.
GoldSpring currently owns properties and have operations in Nevada
and own mineral rights in Alberta, Canada. GoldSpring currently
seeks to acquire, develop and operate precious metals, copper and
other mineral properties in the United States, Canada and Mexico.

                     Going Concern Doubt

Jewett, Schwartz, & Associates audited GoldSpring, Inc.'s
financial statements for the year ending December 31, 2004.
Because the Company has incurred recurring operating losses and
has a working capital deficit at December 31, 2004, the auditors
say there is substantial doubt about the Company's ability to
continue as a going concern.  The Auditors note that the Company
is working on various alternatives to improve its financial
resources.  But absent the successful completion of one of these
alternatives, the Auditors say, the Company's operating results
will increasingly become uncertain.

Goldspring's Dec. 31, 2004, balance sheet shows $9.7 million in
assets.  The company generated less than $1 million in revenue in
2004.  Goldspring is involved in the production of gold and other
precious metals.


GREY WOLF: Improved Finances Prompt S&P's Stable Outlook
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured ratings on Grey Wolf Inc., and revised
its outlook to stable from negative.

"The move to a stable outlook reflects the recent improvement in
the land-based rig market and Grey Wolf's financial performance,"
said Standard & Poor's credit analyst Paul. B. Harvey.  "Grey
Wolf's cash flow and credit measures have benefited from the late
third-quarter 2004 through first-quarter 2005 increases in rig
demand and day rates, which have risen to over $13,000 per day as
of the end of April," he continued.

As a result, Grey Wolf has begun to increase its level of term
contracts and reactivate cold-stacked rigs under longer-term
contracts.  Grey Wolf is expected to enter into longer-term
contracts at attractive rates to protect earnings from the
eventual cyclical trough.  Nevertheless, current new construction
by both rig contractors and exploration and production companies
could limit the duration of the current cyclical rebound, and
could lengthen the next trough period by placing more rigs in the
market place.

The stable outlook reflects expectations for continued near-term
market improvement and the ability for Grey Wolf to enter into
long-term contracts to protect cash flow from an eventual trough.
Longer-term ratings improvement could result from diversification
of Grey Wolf's fleet, as well as an improved capital structure.


HANDY & HARMAN: $45 Million PwC Trial Scheduled to Start Nov. 11
----------------------------------------------------------------
The largest asset left in Handy & Harman Refining Group, Inc.'s
estate is its $45 million breach of contract and accounting
malpractice action pending against PricewaterhouseCoopers in the
U.S. District Court for the District of Connecticut.  The PwC
Lawsuit is scheduled for trial commencing November 11, 2005,
before the Honorable Mark Kravitz.

"The PwC Litigation is extremely significant and complex," Jed
Horwittt, Esq., at Zeisler & Zeisler, P.C., says.

The PwC Litigation involves the Debtor and Golden West Refining
Corporation Limited, as co-plaintiffs, as well as certain
underwriters of the Debtor's Lloyd's of London all-risk insurance
policy, as assignees and subrogees of Handy & Harman.

The news about the PwC Trial being ready to begin in November was
disclosed in a pleading delivered to the Bankruptcy Court in
Hartford in which Mr. Horwitt asks for permission to pay
accounting malpractice, business valuation and damages experts
retained in the PwC Litigation.  Mr. Horwitt tells the Bankruptcy
Court that his experts, John I. Salomon and Craig T. Elson or
LECG, LLC, is an extremely sophisticated multi-disciplined
consulting firm.  Messrs. Salomon and Elson have spent over 1,700
hours analyzing the history of PwC's engagement with Handy &
Harman, examining the documentary and electronic evidence produced
by all the parties, assessing the Debtors' claims against PwC,
reviewing the deposition testimony of all witnesses, evaluating
the Debtors' business operations and financial history, and
preparing their expert reports (which have been served on PwC).
Through April 30, 2005, Messrs. Salomon and Elson are owed
approximately $570,000.

Handy & Harman Refining Group, Inc., and its Attleboro Refining
Company affiliate filed for chapter 11 protection on March 28,
2000 (Bankr. D. Conn. Case Nos. 00-20845 and 00-20846).  Jed
Horwittt, Esq., at Zeisler & Zeisler, P.C., serves as counsel to
the Debtors.  On August 2, 2001, the Bankruptcy Court confirmed
the Debtors' Modified Second Amended Plan of Reorganization.  The
Plan provided for the appointment of a liquidating custodian to
direct the liquidation and affairs of the Debtors post-
confirmation.  Mr. Horwitt, through Jed Horwitt Liquidating
Custodian, LLC, fills that role.


HIRSH INDUSTRIES: Files for Chapter 11 Protection in S.D. Indiana
-----------------------------------------------------------------
Hirsh Industries, Inc., and its affiliates -- InstallPro, Inc.,
and SteelWorks International, Inc. -- filed voluntary chapter 11
petitions in the U.S. Bankruptcy Court for the Southern District
of Indiana in order to restructure their balance sheet.

As of July 6, 2005, Hirsh's assets are subject to three tranches
of secured claims:

Classification         Lender                   Amount of Claim
--------------         ------                   ---------------
Senior Lenders     Fleet Capital Corp.
                    LaSalle Bank, N.A.               $29,482,000

Sr. Sub. Lenders   Prudential Capital
                      Partners L.P.                  $35,520,200

Jr. Sub. Lenders   Doug Smith                       $13,415,100
                    Wayne Stewart
                    Michael Wayne Stewart 1984 Trust
                    Amy Marie Stewart 1984 Trust

                         DIP Financing

Fleet Capital, LaSalle Bank and Doug Smith committed to provide
Hirsch up to $28.4 million in senior and subordinated debtor-in-
possession financing enough to grant the Debtors with adequate
liquidity during the chapter 11 proceedings.  The Debtors will
give the senior subordinated lenders and the junior subordinated
lenders replacement liens on their post-petition assets, subject
and subordinate to the liens granted to the senior DIP lenders,
the senior lenders, and the junior DIP lender.

The Debtors tell the Court they will not have liquidity required
to maintain their operations in the ordinary course of business
absent the post-petition financing facilities.

The Debtors and its secured lenders reached an agreement with
respect to a consensual reorganization of the Debtors' capital
structure, to be accomplished pursuant to a chapter 11 plan, which
will be filed as soon as possible.

                   Terms of the Proposed Plan

The Plan will provide for the restructuring of the senior loans
pursuant to an exit facility, which will also result in the
impairment of the senior lenders' claims.  Mr. Smith's
subordinated DIP financing claims will receive:

   -- either equity of the reorganized Debtors;

   -- a new note secured by second priority security interests in
      all of the Debtors' assets; or

   -- a combination of both.

The secured portions of the subordinated loans will receive:

   -- either equity in the reorganized Debtors;

   -- a new note secured by third priority security interests in
      the Debtors' assets; or

   -- a combination of both.

The Debtors also contemplate that Mr. Smith will infuse an
additional $1 million in cash on the effective date.  Mr. Smith
will in turn receive:

   -- either equity of the reorganized Debtors;
   -- new second note; or
   -- a combination of both.

General unsecured claims, including the subordinated lenders'
substantial unsecured deficiency claims will receive no
distribution under the Plan.  Existing equity interests will be
cancelled on the effective date.

Upon filing of the Plan, the Debtors will waive the exclusive
periods to permit other parties in interest to propose a competing
plan.

                        *     *     *

Before filing for bankruptcy, Hirsch retained Michael Silverman of
SIlverman Consulting as its chief restructuring officer, along
with other crisis management personnel from Silverman Consulting.
The Firm will assist in developing and implementing cost saving
measures that have largely succeeded in stemming the Debtors'
losses and streamlining their operations.

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  Jay Jaffe, Esq.,
at Baker & Daniels, represents the Debtors in their restructuring
efforts.  When the Debtors filed for bankruptcy, they estimated
between $1 million to $10 million in assets and between
$50 million to $100 million in debts.


HIRSH INDUSTRIES: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Hirsh Industries, Inc.
             fdba SteelWorks, Inc.
             1500 Delaware Avenue
             Des Moines, Iowa 50317

Bankruptcy Case No.: 05-12743

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      InstallPro, Inc.                           05-12744
      SteelWorks International, Inc.             05-12745

Type of Business: The Debtor manufactures storage and
                  organizational products.  Hirsh Industries'
                  products include metal filing cabinets, metal
                  shelving, wooden ready-to-assemble organizers
                  and workshop accessories and retail store
                  fixtures.

Chapter 11 Petition Date: July 6, 2005

Court: Southern District of Indiana (Indianapolis)

Debtors' Counsel: Jay Jaffe, Esq.
                  Baker & Daniels
                  600 East 96th Street, Suite 600
                  Indianapolis, Indiana 46240
                  Tel: (317) 569-9600

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
Hirsh Industries, Inc.      $1 Million to        $50 Million to
                            $10 Million          $100 Million

InstallPro, Inc.            Less than $50,000    $50 Million to
                                                 $100 Million

SteelWorks International,   Less than $50,000    $50 Million to
Inc.                                             $100 Million

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
   Tai Cheer                  Trade creditor          $1,239,375
   No. 196
   Hsin Chuan Li
   TuKu Chen
   Yun Lin Hsien
   Taiwan, R.O.C.

   Staub Metals               Trade creditor            $733,390
   1400 San Bernardino Ave.
   Fontana, CA 90058

   Maas-Hansen Steel          Trade creditor            $694,429
   Corporation
   2435 East 37th Street
   Vernon, CA 90058

   Prior Coated Metals, Inc   Trade creditor            $630,107
   2233 26th St., S.W.
   Allentown, PA 18103-6699

   Ningo Furniture            Trade creditor            $475,220
   Industries, Ltd.
   No. 88
   Choubi Industrial Zone
   Jiangdong, Ningbo
   China

   International Steel Group  Postage Liability         $367,363
   5111 North Point Blvd.
   Sparrows Point, MD 21219

   Premier Resource Group,    Trade creditor            $359,589
   LLC
   930 West, 175th Street
   Homewood, IL 60430

   West Coast Metals          Trade creditor            $328,675
   30270 Rancho Viejo Road
   Suite E
   San Juan Capistrano, CA
   92675

   Coilplus-Pennsylvania,     Trade creditor            $319,330
   Inc.
   5135 Bleigh Avenue
   Philadelphia, PA 19136-4202

   Centennial Steel           Trade creditor            $260,671
   4848 S. Santa Fe Ave.
   Van Nuys, CA 90058

   Dunhill Corporation        Trade creditor            $258,136
   170005 S. Wallace
   South Holland, IL 60473

   Crocket Container Corp.    Trade creditor            $253,272
   9211 Norwalk Blvd.
   Santa Fe Springs, CA 90670

   Lexington Steel Corp.      Trade creditor            $226,899

   Foam Fabricators, Inc.     Trade creditor            $200,561

   Temple-Inland              Trade creditor            $198,674

   PPG Industries, Inc.       Trade creditor            $184,676

   Master Tool & Dies, Inc.   Trade creditor            $178,334

   UPS Supply Chain           Trade creditor            $160,286
   Solutions

   MacSteel Service Centers   Trade creditor            $159,708

   Olympic Steel              Trade creditor            $157,201

   Harvard Steel Sales        Trade creditor            $132,092

   The Worthington Steel Co.  Trade creditor            $125,731

   Douglas A. Smith           Trade creditor            $118,067

   Sun Steel                  Trade creditor            $114,962

   Sommer                     Trade creditor            $106,944

   Miami Valley Steel         Trade creditor            $106,421
   Service, Inc.

   Century Steel, LLC         Trade creditor            $104,761

   Wind Corporation           Trade creditor            $101,320

   Deloitte & Touche LLP      Professional services      $98,245

   Maderas y Sinteticos de    Trade creditor             496,081
   Mexico


IFT CORP: AMEX Accepts Plan of Compliance for Continued Listing
---------------------------------------------------------------
IFT Corporation (Amex: IFT) reported that the American Stock
Exchange accepted the Company's plan of compliance.

On April 28, 2005, the Company received notice from the Amex Staff
indicating that the Company is below certain of the Exchange's
continued listing standards, specifically:

    (1) Section 1003(a)(i) of the Amex Company Guide because its
        shareholders' equity is less than $2 Million and it has
        losses from continuing operations and/or net losses in two
        out of its three most recent fiscal years; and

    (2) Section 1003(a)(ii) of the Company Guide because its
        shareholders' equity is less than $4 Million and it has
        losses from continuing operations and/or net losses in
        three out of its four most recent fiscal years.

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange and on May 31, 2005, presented its plan
to the Exchange.  On June 27, 2005, the Exchange notified the
Company that it accepted the Company's Compliance Plan and granted
the Company an extension of time to regain compliance with the
continued listing standards.  The extension of time was determined
by the Exchange to be no later than Dec. 31, 2006.  The Company
will be subject to periodic review by the Amex Staff during the
extension period.  Failure to make progress consistent with the
Compliance Plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from the Exchange.

"We submitted our Compliance Plan as required by the notification
of non-compliance for the Exchange's consideration," Michael T.
Adams, CEO of IFT, said.  "The Amex Staff completed its review of
our Compliance Plan and notified us that it makes a reasonable
demonstration of an ability to regain compliance with the
continued listing standards by the end of the plan period or
December 31, 2006," continued Mr. Adams.  "We are pleased with the
Amex Staff's decision and look forward to regaining compliance in
accordance with our submitted plan or sooner," concluded Mr.
Adams.

IFT Corporation is a publicly traded holding company focused on
acquiring and developing companies that operate in the coatings,
paints, foams, sealants, and adhesives markets.

LaPolla Industries, Inc., acquired by IFT Corp. for approximately
$2 million in Feb. 2005 using cash borrowed from its chairman,
markets, sells, manufactures and distributes acrylic roof
coatings, roof paints, sealers, roofing adhesives, and
polyurethane foam and wall systems to the home improvement retail
and commercial/industrial construction industries.  LaPolla
generates approximately $8 million in annual revenues.

                        *     *     *

                     Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2005,
BAUM & COMPANY, P.A., in Coral Springs, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern after they audited IFT Corporation's consolidated
financial statements as of and for the year ended December 31,
2004.  Factors contributing to this substantial doubt include
recurring losses from operations and net working capital
deficiencies.  The Company is dependent on the continued funding
currently being received from the Chairman of the Board for its
continued operations.  The discontinuance of such funding and the
unavailability of financing to replace such funding would more
likely than not cause the Company to cease operations, IFT warns.


INVERNESS MEDICAL: Moody's Junks $150 Million Senior Sub. Notes
---------------------------------------------------------------
Moody's Investors Service downgraded Inverness Medical
Innovations, Inc.'s Corporate Family Rating (previously called the
Sr. Implied rating) to B3 from B2.  The rating agency also lowered
the rating of the $150 million senior subordinated notes to Caa3
from Caa1.  The outlook remains negative.

These ratings were downgraded:

   * Corporate Family Rating -- to B3 from B2
   * $150 million Senior Subordinated Notes -- to Caa3 from Caa1
   * Senior Unsecured Issuer Rating -- to Caa1 from B3

The outlook for the ratings is negative.

The downgrade primarily reflects:

   * the continued deterioration of the company's financial
     performance;

   * its weak free cash flow prospects and liquidity; and

   * the expected increase in financial leverage and integration
     risks over the near term because of recent acquisitions.

Moody's anticipates that the company's financial leverage will
increase materially as a consequence of the recently announced
purchase of Abbott Laboratories' rapid diagnostics assets for
$56.5 million.  Moody's believes that most of the purchase price
will be funded through incremental debt.  Assuming the transaction
will be entirely funded with debt, pro forma total debt as of
March 31, 2005 (end of the first quarter) would have been about
$260 million, a 22% increase over total reported debt.  Excluding
a pro forma adjustment for incremental earnings anticipated from
the acquired business, this compares to only about $28 million in
EBITDA for the twelve months ended March 31, 2005.

In addition to the higher financial leverage, Moody's believes
that the Abbott acquisition and several others, mostly smaller
businesses purchased earlier this year, will expose the company to
integration risk typically inherent in such transactions.

Moody's is concerned that the increase in financial leverage and
integration risk comes at a time when the company's financial
performance has been deteriorating for several quarters and
remains well below expectations set when the ratings were assigned
in January 2004.  For the twelve months ended March 31, 2005,
gross margin before charges fell to approximately 39.0% from 43.3%
in fiscal 2003, well below the mid-forties gross margin Moody's
had originally anticipated.

Earnings pressure also impacted cash generation.  For the twelve
months ended March 31, 2005, free cash flow was approximately
negative $3.1 million, when adjusted for $8.4 million in
litigation proceeds received in the first quarter 2005.  Moody's
notes that the margin deterioration largely stemmed from pricing
pressures in the company's vitamin and nutritional supplements
business and the unfavorable impact of the weaker dollar on
earnings in the consumer diagnostic products segment.  Moody's
believes that neither of these factors may subside in the near
term and could therefore continue to put pressure on earnings and
cash generation.  Other factors, such as restructuring activity
related to rationalization of the company's manufacturing
footprint, could also put short term pressure on earnings.

The negative ratings outlook reflects the company's limited
recovery prospects for the near term and our concern that
liquidity will likely remain weak following the closing of the
Abbott transaction on June 30, 2005.  Moody's believes that
because of the high anticipated debt load and weak financial
performance, flexibility under financial covenants granted by
creditors will be very limited in the near to medium term.

The negative outlook also incorporates Moody's discomfort with the
continued occurrence of accounting errors in Inverness Medical's
public financial reporting.  Moody's notes that on June 28, 2005,
the company announced its plans to restate previously issued
financial statements for fiscal 2004 and the first quarter 2005
because they contain certain errors under US GAAP relating to
revenue recognition.  This restatement would follow several
previous restatements the company made relating to various
quarterly and annual financial statements for fiscal years 2003
and 2002.

The outlook could be stabilized:

   * if the company's financial performance and credit metrics
     improve on a sustainable basis;

   * if liquidity arrangements will be sound and stronger than
     anticipated after the closing of the assets purchase from
     Abbott; and

   * if Moody's gains comfort in the fact that the expected
     restatements of fiscal 2004 and first quarter 2005 results
     will be immaterial relative to the originally reported
     performance.

Moody's notes that somewhat offsetting the above concerns are:

   * the company's strong position as the largest participant in
     the $600 million, worldwide, over-the-counter pregnancy and
     fertility/ovulation test market;

   * the demonstrated strength of its intellectual property and
     its patent assets; and

   * management's success in new product introductions.

The ratings also consider the company's presence in the
professional diagnostics markets for which rapid test products are
sold to physicians, hospitals and laboratories.

The downgrade of the $150 million 8.75% senior subordinated notes
to Caa3 from Caa1 reflects the aforementioned rating rationale as
well as our expectation that incremental debt to fund the Abbott
assets purchase will rank before the senior subordinated notes,
thereby reducing their recovery prospects in a distressed
scenario.  Moody's notes that it does not rate the company's
$20 million 10% subordinated notes.

Inverness Medical Innovations, Inc., headquartered in Waltham,
Massachusetts, is a manufacturer and distributor of diagnostic
products for the OTC women's health market and the professional
diagnostic rapid test market.  The company also manufactures
and distributes branded and private label products in the vitamins
and nutritional supplements market.  For the twelve months
ended March 31, 2005, the company reported sales of approximately
$378 million.


KAISER ALUMINUM: Wants to Hire Ernst & Young as Tax Servicer
------------------------------------------------------------
As a part of their restructuring efforts, Kaiser Aluminum
Corporation and its debtor-affiliates have implemented certain
operating efficiencies and cost reduction initiatives, including a
recent consolidation of their offices in Foothill Ranch,
California, and efforts to outsource certain services, including
tax services previously performed in-house.

Until recently, the Debtors maintained a tax department to ensure
that the Debtors located in the United States complied with
applicable federal, state and local income tax requirements,
including the filing of federal tax returns and those for
franchise, sales and use, and excise and property taxes.

The Debtors have decided to outsource their tax compliance
services and have asked Ernst & Young LLP to be their tax
servicer.  Specifically, Ernst & Young will:

   (a) prepare federal, state and local income tax returns and
       state and local franchise tax returns, including
       extensions;

   (b) prepare state and local sales and use and excise tax
       returns;

   (c) prepare federal, state and local estimated income and
       franchise tax calculations;

   (d) assist with accounting requirements for income taxes;

   (e) assist with tax audits, including coordination of
       audits with taxing jurisdictions and advice regarding
       actions to correct audit deficiencies; and

   (f) assist with preparation of tax information necessary
       for the Debtors' bankruptcy cases.

Accordingly, the Debtors seek the U.S. Bankruptcy Court for the
District of Delaware's authority to employ Ernst & Young to
provide them with the Tax Services, nunc pro tunc to March 1,
2005.

Founded in 1989, Ernst & Young is a global services firm with over
100,000 professionals in 140 countries who provide a range of
advisory services in the areas of accounting, auditing, tax
compliance, business planning and security risk technology,
transaction advisory and human capital services.  The Debtors
believe that Ernst & Young has the requisite expertise and ability
to perform the Tax Services expeditiously.

As the Debtors' tax servicer, Ernst & Young will render 24 hours
per week of tax professional time to perform the required
activities.  If fewer than 24 hours are used during a specific
week, those hours will be carried forward to be used in a later
week.  However, if more than 24 hours are required in a specific
week, any hours that have been carried forward from previous weeks
can be applied, or additional hours can be billed using an
established "Rate Card."

The monthly "Base Fee" for the tax services will be $75,000.
Additional services will be billed using the Rate Card, which
contains discounted hourly rates for Ernst & Young professionals,
except that certain matters not expected to take more than
$10,000 in aggregate fees to research and resolve are included in
the Base Fee.

The current discounted hourly rates for Ernst & Young
professionals are:

      Partners, principals and directors     $462 to $616
      Senior managers                        $369 to $545
      Managers                               $270 to $413
      Seniors                                $187 to $330
      Staff                                  $154 to $209

The Debtors assure the Court that Ernst & Young's Tax Services
will not duplicate other tax-related services performed by other
firms retained in the Debtors' cases.

Barry Gershenovitz, a partner at Ernst & Young, attests that the
firm does not hold any interest adverse to the Debtors, their
creditors or any other party.  Moreover, Mr. Gershenovitz assures
the Court that Ernst & Young is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Court Approves Avista, et al., Consent Decree
--------------------------------------------------------------
As previously reported in the Troubled company Reporter on May 5,
2005, Kaiser Aluminum Corporation and its debtor-affiliates asked
Judge Fitzgerald to approve a consent decree settling
environmental claims of the State of Washington and Avista
Development, Inc., relating to the Spokane River, including
Upriver Dam, in Spokane, Washington.

Kaiser Aluminum & Chemical Corporation owns and operates an
aluminum rolling mill near Spokane, known as the Kaiser Trentwood
Works.  The Trentwood Facility is permitted to discharge
industrial wastewater into the Spokane River under the provisions
of Washington's Water Pollution Control Law and the Federal Water
Pollution Control Act.

Avista is a successor to Pentzer Development Corporation, the past
owner and operator of the Spokane Industrial Park, which is
located on the Spokane River.  Prior to 1994, Pentzer discharged
industrial wastewater into the Spokane River under the provisions
of Washington's Water Pollution Control Law and the Federal Water
Pollution Control Act, or predecessor laws.

Hazardous substances known as polychlorinated biphenyls have been
found in fish, sediment, and water of the Spokane River.  In June
2001, the Washington State Department of Ecology notified KACC,
Liberty Lake Sewer & Water District and Avista of its preliminary
finding that they were each potentially liable for the release of
PCBs at the Site.  Thereafter, the Department of Ecology notified
Inland Empire Paper Company of its preliminary finding that
Inland Empire was also potentially liable for the release of PCBs
at the Site.  Liberty Lake and Inland Empire are not signatories
to the Consent Decree.

Avista and the State of Washington also negotiated a proposed
consent decree, pursuant to which Avista will implement the CAP.
The CAP Consent Decree will not become effective until, among
other things, the Consent Decree is approved and the Debtors make
the payment to Avista required under the Consent Decree.

The CAP Consent Decree and the CAP are subject to public comment
and the approval of the Spokane County Superior Court.

Both the State of Washington and Avista lodged claims against KACC
with respect to the Site.  The State of Washington, at the request
of the Department of Ecology, filed Claim No. 7181, asserting,
among other claims, a protective claim with respect to natural
resource damages, natural resource trustee oversight costs and
KACC's alleged injunctive obligation to perform future work to
clean up the Site.  The State of Washington estimates the
Claim to be $52,000,000.

Avista filed Claim No. 3104 asserting, among other claims, a claim
with respect to KACC's obligation under the Participation
Agreement, Avista's past costs associated with the Site and a
protective claim as to KACC's alleged liability for future
remedial actions associated with the Site.

          State of Washington Supports Debtors' Request

In addition to the procedures required by Bankruptcy Rule 9019 of
the Debtors' proposed Consent Decree, the State of Washington was
required by its state environmental laws to provide public notice
and accept comments on the Consent Decree, and to reserve the
right to withdraw or withhold consent if it received comments that
disclosed facts or considerations indicating that the Consent
Decree is not in the public interest.

Subsequently, the State of Washington published a public notice
and held a public meeting on the Consent Decree, as well as two
other documents regarding the Upriver Dam Site on the Spokane
River in Spokane, Washington:

   (a) the Cleanup Action Plan, which describes certain work to
       be performed to clean up the Site; and

   (b) a consent decree between the State of Washington and
       Avista Development, Inc., without the Debtors, under which
       Avista will implement the CAP Consent Decree.

From March 22, 2005, through May 6, 2005, the Department of
Ecology conducted a public comment period for the Spokane Upriver
Dam PCB Site.  The Department of Ecology received seven responses
on the Remedial Investigation and Feasibility Study, and Draft
Cleanup Action Plan.

Rob McKenna, the Attorney General for the State of Washington,
tells the Court that although the Department's preference of
remedial actions differs from the preference of dredging offered
by some of the public commenters, the Department believes that the
preferred remedy will address the various concerns raised and will
be fully protective.  Mr. McKenna determines that active-barrier
capping using a carbon layer for chemical isolation in addition to
sand and armor layers for physical isolation and erosion control
provides for the long-term protection of human health and the
environment desired by all parties.

After careful evaluation, the Department of Ecology finds that the
cleanup level and remedy previously defined in the Draft Cleanup
Action Plan will protect all the media found on the Site.  The
Department of Ecology further ascertains that measures will be
taken to assure proper performance monitoring.

In addition, the Department of Ecology has determined that the
Final Cleanup Action Plan to be developed will select the same
cleanup options as those previously proposed in the DCAP for the
deposits.  Certain corrections will be made to the Final Cleanup
Action Plan, including improved discussion on the importance and
necessity of long-term performance monitoring.  The Department of
Ecology discloses that the Consent Decree negotiations will
commence to implement the final Cleanup Action Plan with the goal
of starting cleanup actions in 2006.

A full-text copy of the summary of responses to the primary issues
and concerns raised in the comments that were submitted to the
Department is available for free at:

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

After considering the comments received, the State of Washington
has concluded that the proposed Consent Decree would lead to a
more expeditious cleanup of hazardous substances, and that the
comments it received require no changes to the Consent Decree.
Accordingly, the State of Washington joins in the Debtors' request
for the approval of the Consent Decree.

                          *     *     *

Judge Fitzgerald grants the Debtors' request.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Kaiser Construction, Inc.
        P.O. Box 192018
        San Juan, Puerto Rico 00919

Bankruptcy Case No.: 05-06173

Type of Business: Highway and bridge contractor, according to
                  Verizon Information Services.

Chapter 11 Petition Date: July 5, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wallace Vazquez Sanabria, Esq.
                  Law Office of Wallace Vazquez Sanabria
                  170 Mexico Street, Suite D-1
                  San Juan, Puerto Rico 00917-2202
                  Tel: (787) 756-5730

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


KOCH CELLULOSE: Moody's Upgrades $424 Million Debt Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Koch Cellulose,
LLC, raising the corporate family rating (previously called the
senior implied) and credit facility ratings to Ba3 from B1.

The rating upgrades reflect KoCell's stronger credit metrics,
which are reflective of:

   * improved operating performance,
   * stronger cash flows, and
   * lower debt levels.

The rating also reflects the company's significant market position
for fluff pulp, relatively low cost position, and reasonable
liquidity.  The rating outlook is stable.

These ratings were raised:

   * Corporate family rating upgraded to Ba3 from B1

   * Issuer rating to B1 from B2

   * $300 million gtd senior secured term loan B, upgraded to Ba3
     from B1

   * $50 million gtd senior secured revolving credit facility,
     upgraded to Ba3 from B1

   * $74 million synthetic letter of credit facility, upgraded
     to Ba3 from B1

Since May 2004, KoCell has reduced debt to approximately $314
million from $373 million, while EBITDA has increased to just over
$170 million on an LTM basis.  As of March 31, 2005, credit
metrics were strong with leverage of less than 2.0x, interest
coverage exceeding 8.0x, and RCF/TD before working capital of over
40%.

In addition, liquidity remains adequate with approximately
$33 million of cash and the expectation that the company will
remain free cash flow positive while maintaining full access to
its $50 million revolver, after incorporating $10 million of
letters of credit.

Provisions under the credit agreement require the prepayment of
the term loan B with excess free cash flow, which will help reduce
debt over the near term.  The percentage of excess cash flow that
must be applied to debt reduction is determined by the leverage
ratio and by the aggregate amount of debt reduction, but goes to
zero when KoCell's leverage is less than or equal to 2.0x and at
least $150 million of debt has been repaid.

KoCell has a good position in fluff pulp with an estimated market
share of approximately 25%.  Historically, fluff pulp has sold at
a premium to other market pulps due in part to the unique
qualities of the product and the end user applications with a
focus on consumer staples.  The cost position of KoCell's two
mills is also favorable due in part to limited exposure to
fluctuating energy prices, with Leaf River being approximately
100% energy self-sufficient and Brunswick supplying over 80% of
its own energy requirements.

The ratings also reflect the limited scope and commodity focus of
KoCell's product mix, its reliance on two mills, and limitations
related to its corporate structure.  This latter factor results in
the majority of free cash flow being generated in nonrestricted
foreign subsidiaries, which have limited restrictions on dividend
distributions after required debt repayment.

As a result, the guarantor companies maintain little cash and have
limited financial flexibility.  KoCell produces a single commodity
product with pricing that has historically followed the pulp
industry cycle, which has resulted in significant swings in
operating performance and cash flow.  The company is also exposed
to the fluctuation in various raw materials, predominantly
pulpwood, which is purchased from third parties at market prices.

The stable outlook reflects Moody's view that KoCell's operating
performance and credit metrics should improve as pulp prices
remain at least at current levels and debt is reduced through the
excess cash flow sweep mechanism, while liquidity remains adequate
with full availability under its revolver.  Nevertheless, a
further rating increase is unlikely in the near term due to
KoCell's corporate structure, the cash flow impact of the
company's dividend policy, its narrow span of operations (two
mills), and the cyclicality of its commodity business.

KoCell's operating assets consist of two pulp mills located in the
Southeast United States with sales offices in Switzerland and Hong
Kong.  Current pulp production of the two mills is approximately
915,000 metric tons (tonnes) of fluff pulp and about 385,000
tonnes of Southern Bleached Softwood Kraft pulp, although the
company expects to transition production at Leaf River to 100%
fluff pulp over time.  Fluff pulp tends to have higher pricing
than other types of market pulps although it still follows the
peaks and troughs of the industry.  Historically the spread
between fluff pulp and SBSK pulp has averaged about $80 per tonne,
however the spread tends to compress when SBSK prices are high and
widen when SBSK prices decline.

In regards to liquidity, even though the assumed dividend policy
will likely result in minimal levels of cash retained in the
company, Moody's believes that full access to the company's
revolver should be adequate in a normal operating environment.
Due to the timing of how dividends are calculated and distributed,
there should also be approximately 3 months of excess cash flow in
the company at any one time to aid liquidity.  Moody's expects the
company will maintain full access to its $50 million revolver at
all times and, with dividends determined and distributed at the
end of the first quarter of each year based on prior year cash
flows, liquidity should remain reasonable absent any unplanned
significant capital requirements.

KoCell acquired the Brunswick and Leaf River fluff and SBSK pulp
mills from Georgia Pacific in May 2004 for approximately $610
million.  The two mills have an aggregate production capacity of
approximately 1.3 million tonnes per year (Brunswick 750k tonnes /
Leaf 550k tonnes).  KoCell is a wholly owned indirect subsidiary
of Koch Industries Inc. and was created to purchase and operate on
a stand-alone basis the acquired assets.

Koch Cellulose, LLC, headquartered in Brunswick, Georgia, is a
manufacturer of fluff and SBSK pulp.


KRISPY KREME: Court OKs KremeKo's New Chief Restructuring Officer
-----------------------------------------------------------------
The Ontario Superior Court of Justice gave KremeKo Inc. permission
to employ Robert Pajor to succeed Robert Vaughn as the doughnut
maker's Chief Restructuring Officer.

As reported in the Troubled Company Reporter on June 28, 2005, Mr.
Vaughn's resignation triggered a default under the $1.5 million
DIP financing facility which Krispy Kreme provided to its Canadian
franchisee, Kremeko.  Ernst & Young, the court-appointed monitor
of KremeKo, told the Canadian Press that Krispy Kreme has
indicated it will waive the default as soon as a new chief
restructuring officer is hired.

KremeKo, Inc., a Krispy Kreme Doughnuts, Inc. franchisee,
filed an application with the Ontario Superior Court of Justice
to restructure under the Companies' Creditors Arrangement Act, on
Apr. 15, 2005.  Pursuant to the Court's Initial Order, Ernst &
Young Inc. was appointed as Monitor in KremeKo's CCAA proceedings.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme is
a leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  Krispy
Kreme currently operates approximately 400 stores in 45 U.S.
states, Australia, Canada, Mexico, the Republic of South Korea and
the United Kingdom.  Krispy Kreme can be found on the World Wide
Web at http://www.krispykreme.com/


LANTIS EYEWEAR: Panel Appoints Joseph Myers as Creditor Trustee
---------------------------------------------------------------
Pursuant to the Second Amended Liquidating Plan filed by Lantis
Eyewear Corporation nka Sitnal, Inc., on June 30, 2005, a Creditor
Trust will be established on the Effective Date to hold the Trust
Assets for the benefit of allowed general unsecured claim holders
pursuant to the terms of the Plan and the Creditor Trust
Agreement.  The Trust Assets consist of cash proceeds from the
Debtor's liquidated Contributable Assets and Excluded Assets.

The Plan contemplates the appointment by the Official Committee of
Unsecured Creditors of a Creditor Trustee who will manage the
Creditor Trust and who will be authorized to pursue claims
belonging to the Debtor and its estate for the benefit of the
holders of allowed general unsecured claims.

The Committee has chosen Joseph Myers at Clear Thinking Group LLC
as the Creditor Trustee.  Accordingly, the Committee asks the U.S.
Bankruptcy Court for the Southern District of New York to approve
Mr. Myers' appointment.

Mr. Myers is a partner and managing director at Clear Thinking in
Hillsborough, New Jersey.

Mr. Myers assures the Court of his "disinterestedness" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in New York, Lantis Eyewear Corporation --
http://www.lantiseyewear.com/-- is a leading designer, marketer
and distributor of sunglasses, optical frames and related eyewear
accessories throughout the United States.  The Company filed for
chapter 11 protection on May 25, 2004 (Bankr. S.D.N.Y. Case No.
04-13589).  Jeffrey M. Sponder, Esq., at Riker, Danzig, Scherer,
Hyland & Perretti LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $39,052,000 in total assets and $132,072,000 in total
debts.


LEE'S TRUCKING: Wants to Use Financial Federal's Cash Collateral
----------------------------------------------------------------
Lee's Trucking, Inc., asks the U.S. Bankruptcy Court for the
Western District of Arkansas for permission to use cash collateral
securing repayment of pre-petition obligations to Financial
Federal Credit Inc.

The Debtor is indebted to Financial Federal pursuant to the terms
of seven contracts:

        Account                        Contract    Monthly
        Number    Type of Contract       Date      Payment
        -------   ----------------     --------    -------
        10877     Installment Sale     11/04/02     $7,164
                  Contract

        18373     Installment Sale     04/13/04     $2,336
                  Contract

        18374     Installment Sale     04/14/04     $2,336
                  Contract

        20817     Promissory Note      07/27/04     $1,467

        20848     Installment Sale     07/27/04     $7,811
                  Contract

        24266     Promissory Note      12/11/04    $10,537

        24269     Promissory Note      12/22/04     $9,784
                                                   -------
                         Total Monthly Payments    $41,435

To secure the Debtor's obligations to Financial Federal under each
of the seven contracts, the Debtor granted to Financial Federal a
valid security interest in certain collateral, including various
tractor trucks and trailers that are covered under the seven
contracts.

Each of the contracts are cross-collateralized, which means that
all the collateral described on each contract is pledged as
collateral for all the contracts, and not just the single contract
in which the collateral is described.

Each of the contracts also grants to Financial Federal a perfected
security interest in all of the Debtor's cash and non-cash
proceeds, and all other assets and property.

The Debtor explains that its trucks and trailers are vital for its
continued business operations and to effectively reorganize.  It
needs access to the cash collateral to operate its trucks and
trailers and the resulting cash generated from the use of those
trucks and trailers will fund an effective chapter 11 plan.

The Debtor anticipates that its proposed plan of reorganization
will pay 100 cents on every dollar owed to Financial Federal.

To adequately protect Financial Federal's interests, the Debtor
will grant Financial a perfected lien on all its accounts,
accounts receivable and contract rights.

Without authority to dip into Financial Federal's cash collateral,
Lee's Trucking tells the Court it won't be able to pay its post-
petition obligations as they become due.

Headquartered in El Dorado, Arkansas, Lee's Trucking --
http://www.leestrucking.com/-- transports bulk chemicals, non-
hazardous materials, hazardous materials, and hazardous waste.
The Company filed for chapter 11 protection on May 13, 2005
(Bankr. W.D. Ark. Case No. 05-73565).  Robert L. Depper, Jr.,
Esq., at Depper Law Firm represents the Debtor on its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.


LIBERTY COUNTY: S&P Lifts Rating on Senior Secured Bonds to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Liberty
County Industrial Authority's commercial property senior secured
revenue bond from series 1992 to 'BB+' from 'BB'.  The bond, with
a current outstanding balance of $2.91 million, is due Dec. 1,
2014.

The raised rating reflects the turnaround in operating performance
of the collateral property, the Hinesville Square Shopping Center,
but recognizes the fact that the property is still in the process
of reaching its full stabilization level.

Hinesville Square Shopping Center is a 155,861-square-foot
community retail center built in 1986 and located in Hinesville,
Georgia, approximately 30 miles southwest of Savannah.

The shopping center experienced a long and continuous loss of
tenants between 2001 and early 2005. Standard & Poor's lowered its
rating on the transaction to 'BB' from 'A-' in April 2001 because
of the loss of tenants.  Major anchor tenants, such as Wal-Mart
Stores Inc. and J.C. Penney Co., have left.  As of early 2005,
occupancy had declined to 33%.

Over the past five months, four new leases for a total of 36,900
sq. ft have been signed.  The space previously occupied by Wal-
Mart has been reconfigured to accommodate 40,000 sq. ft. of
climate-controlled storage units and three new, smaller tenants.
The center is just one mile from the entrance to Fort Stewart,
which is a major embarkation point for troops that have been, and
continue to be, deployed to Afghanistan and Iraq.  These departing
troops have been the major source of demand for the recently built
storage units.  A lease for the old J.C. Penney's space (22,204
sq. ft.) is also under negotiation.  As a result, occupancy has
reached 84% and is expected to exceed 90% by year-end 2005.
Additionally, the center's net operating income by year-end 2005
is expected to more than double that of 2004.

In July 2004, the borrower, which was controlled by senior
officers of Aranov Realty Co. (Aranov; a prominent southeastern
real estate development and management firm), sold the center to
Hinesville Group LLC, an entity controlled by two local attorneys
and a local realtor. Aranov continues to provide property
management services to the property.

Debt service coverage on a NOI basis, which had declined to 0.70x
in 2004, is expected to increase to more than 1.5x by year-end
2005.  Nonetheless, in light of the major physical changes made to
the center, the large number of new leases recently signed, and
the leases still under negotiation, the center is still in a state
of flux.


LOCATEPLUS HOLDINGS: Accumulated Deficit Spurs Going Concern Doubt
------------------------------------------------------------------
Livingston & Haynes, P.C., of Wellesley, Massachusetts, expressed
substantial doubt about LocatePLUS Holdings Corporation's ability
to continue as a going concern after it audited the Company's
financial statements for the fiscal year ended Dec. 31, 2004.
The auditors point to the Company's accumulated deficit and
substantial net losses in each of the past three years.  Auditors
at Carlin, Charron & Rosen LLP expressed similar doubts after they
looked at LocatePLUS' 2003 financial statements.

The Company posted a $7.5 million net loss in 2004 and a $4.4
million net loss in 2003.  In addition, the Company reports an
accumulated deficit of $30.6 million through March 31, 2005.  The
Company raised approximately $4 million of equity during 2004
through the sale of its equity securities and $400,000 in the
three months ended March 31, 2005, through the sale of additional
equity.  The ultimate success of the Company is still dependent
upon its ability to secure additional financing to meet its
working capital and ongoing project development needs.

Management has a three-part plan to turn the situation around:

    * increase sales,
    * expand infrastructure, and
    * hire additional staff.

This will require the Company to obtain additional financing
(through sales of equity securities or debt instruments).

LocatePLUS Holdings Corporation provides access to public
information such as bankruptcy filings, real estate transactions,
motor vehicle records, and drivers' licenses to commercial,
private sector and law enforcement entities in the United States.
In 1999 and prior periods, this information was delivered to
customers on compact disks.  In March 2000, the Company began
providing information through the Internet and in 2002 began
providing information through the use of handheld wireless
devices.

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


MAGRUDER COLOR: Wants Cananwill to Finance Insurance Premiums
-------------------------------------------------------------
Magruder Color Company, Inc., and its debtor-affiliates, asks the
U.S. Bankruptcy Court for the District of New Jersey, for
authority to obtain post-petition financing under an insurance
premium financing agreement with Cananwill, Inc.

The Debtors tell the Court that they do not have sufficient funds
to pay the $75,312 annual insurance premiums due to Travelers
Indemnity Co., RSUI Indemnity Co., Greenwhich XL Environment and
American Casualty Insurance in one lump-sum.  They can afford to
make the payments in monthly installments.

The Debtors say that they need the insurance policies to preserve
their business, property and assets.  Various regulations and laws
and the Debtors' postpetition DIP loan facility also require the
insurance coverage.

Any interruption in payments on the policies, the Debtors add, may
adversely affect their ability to obtain insurance in the future
and could leave them without sufficient insurance coverage.

Under the terms of the proposed premium financing agreement,
Cananwill will pay the $37,656 half-year insurance premiums.  The
Debtors will be required to repay Cananwill in six monthly $6,414
installments.  The first installment is due on August 1, 2005.
The annual percentage rate for the financing is 7.5%.

The Cananwill financing deal also includes a security agreement
granting the lender a security interest in the gross unearned
premiums payable in the event of cancellation of the policies.
The security agreement further authorizes Cananwill to cancel the
financed Policies and obtain the return of any unearned premiums
in the event of a default in the payment of any installment due.

A copy of the Finance and Security Agreement is available for free
at http://bankrupt.com/misc/MagruderInsurance_DocB.pdf

Headquartered in Elizabeth, New Jersey, Magruder Color Company --
http://www.magruder.com/-- and its affiliates manufacture basic
pigment and also supply quality products to the ink, paint, and
plastics industries.  The Company and its debtor-affiliates filed
for chapter 11 protection on June 2, 2005 (Bankr. D.N.J. Case No.
05-28342).  Bruce D. Buechler, Esq., at Lowenstein Sandler PC
represent the Debtors in their restructuring efforts.  When the
Debtors filed protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


MAYTAG: May Close $1.65B Triton Merger Deal as Solicitation Ends
----------------------------------------------------------------
Maytag Corporation may yield to Triton Acquisition Holding Co.'s
pressure to close their merger deal and may cut short its talks
with other companies interested in taking over the company.

The Financial Times reports that Maytag may cut negotiation talks
with Haier Group regarding a possible merger.

Triton was organized by a consortium headed by New York investment
firm Ripplewood Holdings LLC.  Triton inked a merger pact to buy
Maytag for $14 a share.  But, on June 20, Maytag said it was
considering a preliminary $1.28 billion bid from Bain Capital,
Blackstone Group and Haier America that values the Company at
$16 per share.  Haier Group is headquartered in China.

                      Choose Us or Risk It

Triton pressured the company on Thursday to proceed with the deal
or risk losing it and paying a $40 million termination fee, the
Associated Press reports.

Triton said it has the right to end the merger agreement and
receive a $40 million termination fee because Maytag has continued
to talk with the Haier America beyond June 18.  Maytag only had
until that date to solicit other offers.

                       The Declining Offer

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

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

                         The Triton Deal

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

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

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

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

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

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

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

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

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

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

                    About Ripplewood Holdings

Ripplewood Holdings LLC manages more than $10 billion in capital,
and invests in automotive retail, food manufacturing, industrial
manufacturing, banking, entertainment, and technology; portfolio
holdings include Direct Holdings Worldwide, Asbury Automotive, and
WRC Media.  Expanding its operations in Japan, the company bought
Shinsei Bank, D&M Holdings, and ailing recording label Columbia
Music Entertainment (formerly Nippon Columbia).

                       About Bain Capital

Established in 1984, Bain Capital is one of the world's leading
private investment firms with over $25 billion in assets under
management. Bain Capital's family of funds includes private
equity, venture capital, public equity and leveraged debt assets.
Our competitive advantage is grounded in a people-intensive,
value-added investment approach that enables the firm to deliver
industry-leading returns for its investors.

                          Haier America

Haier America is the US sales and marketing arm of Chinese home
appliance and consumer electronics giant Haier Group.  Haier Group
makes refrigerators, freezers, air conditioners, dishwashers,
laundry machines, and small appliances, as well as mobile phones
and plasma and flat screen televisions.  Its newest products are
wine cellars and beer dispensers.  Its products are sold through
retailers such as Fortunoff, Wal-mart, Bed Bath & Beyond, Home
Depot, Lowe's, and Target.  The division was founded in 1999 and
has operations in New York and South Carolina.

                          About Maytag

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

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

                         *     *     *

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

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

The ratings downgraded are:

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

   * Issuer rating to Ba2 from Baa3,

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

The rating assigned:

   * Senior implied rating of Ba2.

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

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

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


MAYTAG: Investors Allege Share Price Inflation for Merger Deal
--------------------------------------------------------------
Shalov Stone & Bonner LLP filed a class action lawsuit on behalf
of investors in Maytag Corp. common stock on July 5, 2005.  The
lawsuit is pending in the United States District Court for the
Southern District of Iowa against Maytag, Ralph F. Hake and George
C. Moore.

A copy of the complaint filed in this action can be viewed on
Shalov Stone & Bonner's website at http://www.lawssb.com/

The complaint alleges that, throughout the Class Period, the
defendants failed to disclose and misrepresented material adverse
facts which were known to defendants or recklessly disregarded by
them and which caused the defendants to issue materially false and
misleading financial projections, among other things, which caused
the price of Maytag stock to trade at artificially inflated prices
in the period from March 7, 2005 through April 21, 2005.  Among
other things, the complaint alleges that the defendants attempted
to inflate the price of Maytag stock in an effort to secure a
higher price for the company in connection with its buyout
negotiations with Ripplewood Holdings LLC.

Plaintiffs are represented by the law firm of Shalov Stone &
Bonner LLP, which has extensive experience in the prosecution of
class actions on behalf of investors.

If you purchased Maytag stock during the Class Period, you are a
member of the class.  Class members may, not later than sixty days
from today, move the Court to serve as lead plaintiff of the
class. In order to serve as lead plaintiff, however, you must meet
certain legal requirements, as set forth in the Private Securities
Litigation Reform Act of 1995.

If you would like additional information about the lawsuit or
would like to participate in it, contact:

          Ralph M. Stone, Esq.
          Shalov Stone & Bonner LLP
          485 Seventh Avenue, Suite 1000
          New York, New York 10018
          Telephone: (212) 239-4340

                   About Shalov Stone & Bonner

The law firm of Shalov Stone & Bonner LLP represents clients in a
wide variety of litigation, with an emphasis on class, derivative
and other complex actions on behalf of investors and consumers.  A
majority of the firm's cases involve federal or state securities
laws, consumer fraud statutes, product liability claims or
corporate governance matters. The firm also actively prosecutes
and defends claims on behalf of financial institutions and pension
funds, including several banks in New York City and Long Island
and the public pension funds of the State of New Jersey, and it
represents parties in client/broker disputes, litigations
involving discrimination claims, product liability matters and
general commercial disputes.  The firm maintains offices in New
York City and Morristown, New Jersey.

                          About Maytag

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

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

                         *     *     *

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

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

The ratings downgraded are:

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

   * Issuer rating to Ba2 from Baa3,

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

The rating assigned:

   * Senior implied rating of Ba2.

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

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

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


MBNA Capital: S&P Puts BB+ Rated Notes on Positive Watch
--------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' ratings on the
class A-1 and A-2 notes from Corporate Backed Trust Certificates
Series 2001-5 Trust on CreditWatch with positive implications.

The transaction is a swap-independent synthetic transaction that
is weak-linked to the underlying capital securities, the 8.278%
series A, issued by MBNA Capital A, a subsidiary of MBNA Corp.
The CreditWatch placements follow the placement of the rating on
the underlying assets on CreditWatch with positive implications on
June 30, 2005.


MERIDIAN AUTOMOTIVE: Purchases Insurance From Liberty Mutual
------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to
authorize and approve their purchase of certain workers
compensation and employers liability, automobile liability and
general liability insurance pursuant to insurance programs
provided by Liberty Mutual Group and its subsidiaries effective,
nunc pro tunc, to July 1, 2005.

The Debtors require insurance coverage to be able to continue
operating substantial portions of their business and avoid
potential violation of their credit agreements.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that Liberty Mutual has
been providing certain insurance coverage to the Debtors for the
past four years under certain insurance programs.  Mr. Kosmowski
informs the Court that Liberty Mutual currently provides
insurance coverage to the Debtors for certain workers
compensation and employers liability, automobile liability and
general liability pursuant to an insurance program that is set to
expire on July 1, 2005.

With respect to the Current Issue Program, the Debtors and
Liberty Mutual have agreed on a short term renewal to and
including July 19, 2005, pursuant to which the Debtors will make
payments of premiums, assessments and surcharges of approximately
$160,000 to Liberty Mutual on or before July 1, 2005.

The parties also have reached an agreement regarding the terms
and conditions with respect to the purchase of workers
compensation and employers liability, automobile liability and
general liability insurance coverage, which would begin July 19,
2005, and continue through and including July 1, 2006.

"The Debtors have been unable to obtain insurance coverage
comparable to that provided by the Insurance Programs on terms
similar to or more favorable than those provided by Liberty
Mutual," Mr. Kosmowski says.

The basic terms of the Insurance Programs are:

   (a) The automobile liability policies will be subject to large
       deductible plans and will provide the coverages enumerated
       in the Auto Policies.  On an annualized basis, the total
       estimated premium to be paid under the Auto Policies is
       $71,851.  The per occurrence deductible under the Auto
       Policies is $250,000;

   (b) Under the laws of the various states in which they
       operate, the Debtors are required to maintain workers
       compensation policies and programs to provide their
       employees with compensation for injuries from or related
       to their employment with the Debtors.  The Debtors will
       continue to maintain obligations in each of the states in
       which they operate, except Michigan and Ohio.  On an
       annualized basis, the total premiums, assessments,
       surcharges and fees to be paid under Workers Compensation
       Policy are approximately $682,579.  The per occurrence
       deductible under the Workers Compensation Policy is
       $500,000;

   (c) The Debtors will also continue to maintain general
       liability policies, which will be subject to large
       deductible plans, and will insure the Debtors pursuant to
       the coverage set forth in the General Liabilities
       Policies.  On an annualized basis, the total aggregate
       premium to be paid under the General Liability Policies is
       approximately $308,884.  The per occurrence deductible
       under the General Liability Policies is $250,000;

   (d) The Debtors will be obligated to pay 95% of the total
       premiums with respect to the Renewal Extension, regardless
       of the Debtors' termination of any of the Insurance
       Programs prior to the expiration of the Renewal Extensions
       or any business downturn or other conditions that may
       normally necessitate the reduction in insurance coverage;
       and

   (e) The Debtors will cause an issuer approved by Liberty
       Mutual to issue an additional letter of credit for the
       benefit of Liberty Mutual for $2,630,000, to secure the
       Debtors' obligations under the Insurance Programs pursuant
       to a master memorandum of agreement and its amendments.

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


MERIDIAN AUTOMOTIVE: New Center Wants Stay Lifted for Set-Off
-------------------------------------------------------------
New Center Stamping, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay to exercises its
state law right to set off a mutual prepetition debt with Meridian
Automotive Systems, Inc., and its debtor-affiliates.

Gary H. Cunningham, Esq., at Strobl Cunningham & Sharp, P.C.,
relates that, pursuant to prepetition purchase orders, the
Debtors provided component parts to New Center, for which they
have not yet received payment.  Prior to the Petition Date, New
Center also provided the Debtors with certain component parts,
for which it has not yet received payment.  As a result, the
Debtors owe New Center $165,826, while New Center owes the
Debtors $162,811.

Under Section 553(a) of the Bankruptcy Code, Mr. Cunningham
asserts that New Center has a right to set off its prepetition
debt against the Debtors' prepetition debt, since both their
debts are mutual.

Mr. Cunningham further asserts that New Center is entitled to
relief from the stay because its interest in the Debtors'
Prepetition Debt is not being adequately protected.

"[I]f New Center were to pay the New Center Prepetition debt, its
collateral will be dissipated," Mr. Cunningham explains.  "The
Debtor does not have the means to provide New Center with any
other form of adequate protection for New Center's security
interest.  Therefore, the only means by which the Debtor can
provide adequate protection for New Center's security interest is
through the allowance of the setoff."

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


MERIDIAN AUTOMOTIVE: Wants to Extend Removal Period to Nov. 1
-------------------------------------------------------------
Pursuant to Section 1452 of the Judiciary Code:

   (a) a party may remove any claim or cause of action in a civil
       action other than a proceeding before the United States
       Tax Court or a civil action by a governmental unit to
       enforce the governmental unit's policy or regulatory
       power, to the district court for the district where the
       civil action is pending, if the district court has
       jurisdiction of the claim or cause of action under
       Section 1334; and

   (b) the court to which the claim or cause of action is removed
       may remand the claim or cause of action on any equitable
       ground.

Rule 9027 of the Federal Rules of Bankruptcy Procedure sets forth
the time periods for the filing of notices to remove claims or
causes of action:

       "If the claim or cause of action in a civil action is
       pending when a case under the Code is commenced, a notice
       of removal may be filed only within the longest of
       (A) 90 days after the order for relief in the case under
       the Code, (B) 30 days after entry of an order terminating
       a stay, if the claim or cause of action in a civil action
       has been stayed under [Section] 362 of the Code, or
       (C) 30 days after a trustee qualifies in a chapter 11
       reorganization case but not later than 180 days after the
       order for relief."

By this motion, Meridian Automotive Systems, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to extend the period within which they may file notices
of removal with respect to civil actions pending on April 26,
2005, through and including November 1, 2005.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the Court that the extension will
afford the Debtors additional time to make fully informed
decisions concerning removal of each pending prepetition civil
action and will assure that the Debtors not forfeit their
valuable rights under Section 1452.

Mr. Brady assures the Court that the rights of the Debtors'
adversaries will not be prejudiced by the extension because any
party to a prepetition action that is removed may seek to have it
remanded to state court.

The Court will hold a hearing to consider the Debtors' request at
11:30 a.m. (prevailing Eastern Time) on July 19, 2005.

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


MIRANT CORP: Judge Lynn Wants Enterprise Value Recalculated
-----------------------------------------------------------
The Official Committee of Equity Security Holders appointed in
Mirant Corporations and its debtor-affiliates' chapter 11 cases
asks the U.S. Bankruptcy Court for the Northern District of Texas
to determine the value of the Debtors' Claims against Southern
Company.

On June 16, 2005, Mirant Corp. and the Official Committee of
Unsecured Creditors of Mirant Corporation filed an adversary
complaint to recover money or property from the Southern Company.
The Complaint alleges, among others, a cause of action against
Southern for its misuse and abuse of the corporate form of Mirant
while Southern was its parent.  According to Eric J. Taube, Esq.,
at Hohmann, Taube & Summers, L.L.P., in Austin, Texas, that
misuse and abuse resulted in Southern withdrawing over $1.9
billion from Mirant and spinning the company out to the public
saddled with unsustainable debt, including the debt associated
with the Potomac Electric Power Company transaction.

Mr. Taube contends that Southern's conduct injured the Debtors.
He believes that it would be fundamentally unfair to allow
Southern to escape liability.

The Fifth Circuit Court of Appeals in the case of In re S.I.
Acquisition, Inc., 817 F.2d 1142, 1152 (5th Cir. 1987), Mr. Taube
notes, has recognized the ability of a subsidiary to sue its
former parent under the "alter-ego theory" when necessary to
prevent an injustice.

Because the action is designed to redress harm caused to the
debtor corporation by the unjust actions of its past or present
control persons, the claim is "property of the estate," Mr. Taube
contends.  "[A]ny claim or cause of action, such as the Debtors'
alter ego claim . . . is a viable claim independent of whether
the Debtor is determined to be currently solvent, and must be
valued as part of [the] Court's present valuation."

                     Anders Maxwell Reveals
                  Valuation Report Inaccuracies

As reported in the Troubled Company Reporter on June 29, 2005, 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.

            Mirant Ordered to Recalculate Company Value

After a 23-day hearing in Fort Worth, Texas, Judge Lynn reached
certain conclusions regarding modifications necessary to the
Debtors' 2005 Business Plan and the report of The Blackstone
Group, to be used in determining the enterprise value of Mirant.

"I have concluded that use of the Business Plan is more sensible
than adoption of cash flow information produced by other parties.
As the Blackstone Report is based on the Business Plan, it is
more sensible to key valuation to it," Judge Lynn noted in a
four-page letter dated June 30, 2005, to the Mirant Valuation
Parties.

The modifications will be effected by the Debtors (under the
supervision of Curtis Morgan) and The Blackstone Group (under the
supervision of Tim Coleman).  Mr. Coleman and Mr. Morgan, acting
in their supervisory roles, will be serving as the agents of the
court.

William Snyder, the Chapter 11 Examiner, will supervise the
entire process.

Judge Lynn directs Mr. Snyder to insure proper implementation of
the changes and to report to the three statutory committees on
the implementation of the changes. The committees may share these
reports with other parties, provided that confidentiality is
maintained as appropriate.  The Equity Committee will, subject to
assurances of confidentiality as necessary, advise counsel for
the Phoenix Parties and Matt Wilson Esq., at The Wilson Law Firm,
P.C., in Atlanta, Georgia, of progress in implementing the
Court's directions.

The modifications to be made to the Business Plan are:

    1. Actual results available as of June 30, 2005, will be
       substituted for projected results.

    2. Bankruptcy emergence will be assumed for September 30,
       2005.  It is likely that the effective date will be in
       October or later.  September 30, however, marks the end of
       a quarter and so is an appropriate date.

    3. The Business Plan will include provision for payment of all
       amounts due to or for the benefit of Potomac Electric Power
       Company under its agreements with the Debtors.

    4. The Business Plan will include provisions for taxes,
       including full use of net operating loss carry-forwards.
       At the confirmation hearing, the Debtors will show that
       they contemplate making full and good use of all available
       tax benefits.

    5. All commodity and emission data will be updated.  In
       calculating future natural gas prices, subject to use of
       NYMEX futures for the same length of time currently used in
       the Business Plan but commencing July 1, the Debtors will
       average the forecasts of PIRA, EIA, Global Insight and
       SEER.  If EVA has issued a new forecast, EVA will be used
       as well.  The Debtors will calculate other commodity and
       emission costs as calculated in the Business Plan, but
       using current data available as of June 30.  To the extent
       that capacity revenues are affected by these changes, and
       to the extent these changes affect other variables, the
       effects will be reflected in the Business Plan.

The Blackstone Report will be revised to reflect the changes to
the Business Plan.  In addition, these adjustments will be made
to the calculations of value in the Blackstone Report:

    1. The modifications to the Blackstone Report to reflect added
       capacity payments as discussed in the report of Charles
       River Associates, the Debtors' Energy Consultants, will be
       made.

    2. A valuation calculated based on actual results for the
       twelve months ended March 31, 2005, will be included in the
       range of values.  Except as altered to conform to other
       aspects of the ruling, the methodology used in the
       Blackstone Report will be used to calculate the valuation.

    3. Multiples of comparable companies will use June 27, 2005,
       closing stock prices.  The multiples used for NRG will be
       adjusted to include in total enterprise value notes
       receivable of $832.6 million.  EBITDA for each comparable
       company for years after 2004 will be obtained from the
       most recent SEC filing or company guidance which is
       available as of June 30, 2005.

    4. The discount rate applied to cash flows will be based on a
       Weighted Average Cost of Capital calculated as in the
       Blackstone Report, but with a cost of equity of 12% to
       16.6%.

    5. Valuation of the Debtors' Philippines operations will be
       adjusted to include 50% of 2025 cash flow in 2026, the
       reduced cash flow thereafter growing at 2% per year.

    6. Perpetuity growth rates other than for the Philippines
       will be changed to 3% per year.

    7. Additional value as shown in the Blackstone Report will be
       increased by $450,000,000.  In calculating discounted cash
       flow value, the value of the NOL will be deducted from
       Additional Value.

    8. All weightings of valuation methods will be equal -- 50% to
       50% discounted cash flow and comparable company; 50% to 50%
       perpetuity growth rate and terminal multiple.

Should the high end of the range of values exceed $11 billion,
Judge Lynn says, he will consider equity owners "in the money"
for all purposes, and the Official Committee of Equity Security
Holders will be entitled to participate fully in the bankruptcy
proceedings going forward.  "I recognize [and have taken into
account] potential litigation available to [the] Debtors, though
I will not assign a value to the litigation."

"If the total enterprise value is less than $11 billion," Judge
Lynn continues, "but more than $10.7 billion, the Committee may
participate in the confirmation process on the basis that equity
holders are likely to be entitled to some recovery from the Plan
Trust.  If the value of the Mirant family is less than $10.7
billion, the Committee's role will be limited by further order of
the court.  The Phoenix Parties will be treated as 'in the money'
if total enterprise value is calculated at the high end to exceed
$10.65 billion.  The Phoenix Parties will be assumed to have an
interest in the Plan Trust if total value exceeds $10.35
billion."

As to the motion filed by Matt Wilson urging application of Till
v. SCS Credit Corp., 541 U.S. 465 (2004), to [the] Debtors'
valuation, Judge Lynn said he will address the motion and the
pending evidentiary objections in a memorandum opinion which he
would issue prior to any confirmation hearing.  According to
Judge Lynn, he will also explain the contents of his June 30
letter in that memorandum opinion.

"It is possible that further review of the record will lead to
further small changes to [the] Debtors' value, and I reserve the
ability to make [the] changes [though I will not entertain any
motion seeking changes to the ruling contained in this letter].
[The] Debtors may, but need not, include this letter in their
disclosure statement.  The rulings in this letter [as reflected
or modified in my opinion] will be binding for all appropriate
purposes in connection with a confirmation hearing," Judge Lynn
wrote.

"I recognize that the requirements imposed on [the] Debtors and
the Blackstone Group by my ruling are substantial.  I also accept
as genuine the concern that a ruling requiring recomputation
could lead to further disputes among the parties (though I hope
and expect this worry will prove unfounded).  However, after
considering several alternatives to my ruling, I have determined
this is the only way to achieve a result supportable under the
evidence."

                           *     *     *

An attorney for shareholders, Ed Weisfelner, told The Wall Street
Journal that his clients "not only are happy, we feel vindicated"
by the ruling.

The newspaper summarizes the different valuations of the parties:

       $8 billion   -- Creditors' committee, led by Citigroup
       $9 billion   -- Company
      $13 billion++ -- shareholder group

David Thompson, a Mirant spokesman, told Bloomberg News that the
company "will make the modifications required by the judge as
thoroughly, impartially and rapidly as possible."

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


MIRANT CORP: Request for Third-Party Tolling Agreements Draws Fire
------------------------------------------------------------------
Troutman Sanders LLP assails Mirant Corporation and its debtor-
affiliates' request to enter into third-party tolling agreements.

As reported in the Troubled Company Reporter on June 13, 2005,
many of the Debtors' claims and causes of action may have arisen
in respect of various non-Debtor third parties.  Pursuant to
Sections 108, 546(a) and 549(d) of the Bankruptcy Code, the
statutes of limitation for those actions will expire on July 14,
2005.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that the Debtors have undertaken significant and
detailed analysis of claims against:

    -- The Southern Company;

    -- Potomac Electric Power Company; and

    -- other potential defendants, including preference
       defendants, potential recipients of fraudulent conveyances,
       and obligations that may be avoided under applicable law.

   (a) to toll, suspend, and extend the applicable statutes of
        limitation periods until the later of:

        (1) the first business day that is one year after the date
            an order approving the Motion is entered; and

        (2) the date on which the limitations period that is
            applicable to the specific claim or cause of action
            expires;

    (b) for authority to enter into tolling agreements with third
        parties, in the Debtors' reasonable business judgment,
        without further and specific Court approval; and

    (c) for an order confirming that the Debtors may utilize
        Section 502(b)(1) and (d) as a defensive matter in claims
        litigation, even with respect to objections to claims that
        are not filed or resolved prior to the expiration of the
        Avoidance Deadline, or are not resolved by that date.

Troutman says the request is improper.

Frank Hill, Esq., at Hill Gilstrap, P.C., in Fort Worth, Texas,
tells the Court that the request was made as to unidentified
third parties, unstated claims and without any particularized
showing that the doctrines of waiver, equitable tolling or
equitable estoppel apply to anyone whose rights might potentially
be affected.  Thus, Troutman reserves the right to assert all
appropriate affirmative defenses, including time-based defenses,
if the occasion arises to assert them.

Mr. Hill points out that the Debtors are suggesting a "tolling
agreement cram-down" that would deprive Troutman of its right to
due process of law by bypassing any factual or legal showing to
justify waiver, equitable estoppel or equitable tolling as
applied to Troutman.  "There is no judicial authority for such a
wholesale, burden of proof side-stepping limitations extension
process."

Mr. Hill adds that the cases cited by the Debtors "do not support
turning adversary proceeding rules on their head to strip away
defenses before the claims to which they might potentially relate
are meaningfully identified and the affected third parties can
contest the 'equities' of limitations tolling as applied to each
of them."

Mr. Hill notes that cases brought under Section 546(a) of the
Bankruptcy Code do not support the Debtors' argument that the
time limit for exercise of Chapter 5 avoidance power can be
extended on a wholesale basis.  Moreover, because they are not
Section 108 cases, they are not even relevant to the time limit
for nonbankruptcy claims.  "The case does not stand for the
proposition that unnamed potential defendants respecting
unidentified potential claims can be subjected to wholesale, pre-
suit extension of the Section 546(a) limitation period, or
indeed, that an extension of the time limit even for a single
claim can occur without disclosure that is adequate to produce a
knowing waiver or estoppel."

Troutman, according to Mr. Hill, has found no authority for the
Debtors' approach, which:

    -- sidesteps proof of waiver or fraud;

    -- strips third parties of any ability to address
       particularized allegations supporting a time extension as
       applied to them; and

    -- threatens to put the lie to the principle that one who
       seeks equity must do equity.

Mr. Hill argues that the Debtors' wholesale limitation extension
motion is unconstitutional, unsupportable under the Bankruptcy
Code and inequitable.

Troutman Sanders therefore asks the Court to sustain the firm's
objection.

                    NSTAR Gas Company, et al.
                     Wants Request Denied

According to Joseph A. Friedman, Esq., at Kane, Russell, Coleman
& Logan, P.C., in Dallas, Texas, Sections 108, 546, and 549(d) of
the Bankruptcy Code set forth the legislatively determined time
by which a debtor must bring certain causes of action against
third parties or forever hold its peace.  "These statutes of
limitations represent a legislative determination as to the
appropriate balance between a debtor's right to assert claims and
a creditor's right as to certainty that after a particular time
period a potential claim lapses.  The Court cannot re-write the
statute for the convenience of the Debtors."

The Debtors' arguments based on Rule 9006 of the Federal Rules of
Bankruptcy Procedure are misplaced, Mr. Friedman adds.  "While
Bankruptcy Rule 9006(a) makes reference to "any applicable
statute" in connection with the calculation of time periods
prescribed or allowed under the Bankruptcy Code, Bankruptcy Rule
9006(b) does not reference any power to expand statutory
deadlines.  Instead, Bankruptcy Rule 9006(b), only authorizes the
court to expand time limits under "these [Rules of Bankruptcy
Procedure] or by notice given thereunder, or by order of the
court."

With respect to the Debtors' request for determination that their
rights under Section 502(b)(1) and (d) survive the expiration of
applicable statutes of limitations is also flawed, Mr. Friedman
contends.

Mr. Friedman explains that Sections 108, 546 and 549(d), by their
express terms, preclude commencement of a lawsuit or action for
recovery or avoidance, after the passage of an applicable time
period.  "If the applicable time period has passed, then the
cause of action that would form the basis of an objection to the
claim does not survive, and hence, neither does the basis for the
objection."

Thus, NSTAR Gas Company, Cambridge Electric Light Company,
Commonwealth Electric Light Company, Boston Edison Company and
NSTAR Steam Corporation ask the Court to deny the Debtors'
request as it relates to the extension of the statutes of
limitations as to third parties that do not voluntarily sign
tolling agreements.

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


MIRANT CORP: Gets Court OK to Allow Dick's $11.5M Unsecured Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approves the settlement agreement between Mirant Corporation and
its debtor-affiliates and Dick Corporation allowing Dick's
unsecured claim in Mirant Kendall LLC's bankruptcy case for
$11.5 million.

Other salient terms of the Settlement Agreement are:

    (a) Interest will accrue on Dick Corp.'s allowed secured claim
        from February 1, 2005, to the Effective Date at the Prime
        Rate plus 3%;

    (b) All interest accrued on Dick Corp.'s allowed secured claim
        prior to the Effective Date will be paid in cash to Dick
        Corp. on the Effective Date;

    (c) Upon the Distribution Date, Mirant Kendall and MAGi will
        satisfy Dick Corp.'s allowed secured claim in the form of
        consideration to be provided to MAGi's general unsecured
        creditors under the Plan.  If the Reorganization
        Consideration is delivered to Dick Corp. after the
        Effective Date, Mirant will pay Dick Corp. interest on the
        allowed secured claim from the Effective Date to the date
        of delivery of the Reorganization Consideration monthly in
        cash at the Prime Rate plus 3%;

    (d) Dick Corp. may choose to sell the Reorganization
        Consideration.  If Dick Corp. receives in the sale cash
        amounting to less than the unpaid balance of its allowed
        secured claim, Mirant will pay to Dick Corp. in cash the
        difference between the unpaid balance of the allowed
        secured claim for which Reorganization Consideration was
        issued and the cash received by Dick Corp. on the
        disposition of the Reorganization Consideration;

    (e) If the Effective Date does not occur before December 31,
        2005, Mirant Kendall will commence amortizing Dick Corp.'s
        allowed secured claim in equal quarterly installments
        commencing March 30, 2006, and with the final installment
        of all remaining sums to be paid on December 31, 2008.
        Installment payments will terminate on the distribution of
        the Reorganization Consideration.

        Mirant Kendall will pay interest monthly in cash at a
        rate equal the Prime Rate plus 3% on the unpaid portion of
        the allowed secured claim until the final installment is
        made or Mirant distributes the Reorganization
        Consideration in the amount of the remaining balance of
        Dick Corp.'s allowed secured claim;

    (f) Any distribution of Reorganization Consideration will be
        reduced accordingly by installment payments;

    (g) Dick Corp.'s Mechanic's Lien will be discharged on the
        issuance of the Reorganization Consideration or on payment
        of the final installment, whichever comes first;

    (h) Prior to the Distribution Date and as a condition
        precedent to the payment of Dick Corp.'s allowed secured
        claim, all of the Liens and Claims will be satisfied in
        full and dissolved, or Dick Corp. will obtain a Bond and
        provide all notices required by law to dissolve the Liens;
        and

    (i) Mirant will cooperate with Dick in seeking to address
        certain subcontractors' claims as well as Dick Corp.'s
        claims and defenses in any litigation involving Dick
        Corp.'s subcontractors and suppliers on the Cambridge
        Project including, Harding & Smith, St. Paul, and Delta
        Engineers.

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


NEIGHBORCARE INC: Returns to Negotiating Table with Omnicare
------------------------------------------------------------
Omnicare, Inc. (NYSE: OCR) and NeighborCare, Inc. (Nasdaq: NCRX)
are back in negotiations regarding the proposed acquisition by
Omnicare of all of the outstanding shares of NeighborCare common
stock for $34.75 per share in cash.  The purchase price total
$1.57 billion.  There is no assurance that a definitive agreement
will be concluded.

As reported in the Troubled Company Reporter on June 29, 2005,
NeighborCare's board of directors 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.

                       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.

Omnicare, Inc. (NYSE: OCR), a Fortune 500 company based in
Covington, Kentucky, is a leading provider of pharmaceutical care
for the elderly.  Omnicare serves residents in long-term care
facilities comprising approximately 1,090,000 beds in 47 states in
the United States and in Canada, making it the largest U.S.
provider of professional pharmacy, related consulting and data
management services for skilled nursing, assisted living and other
institutional healthcare providers.  Omnicare also provides
clinical research services for the pharmaceutical and
biotechnology industries in 30 countries worldwide.

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.


OMEGA HEALTHCARE: Sells Four Facilities for $17.4 Million
---------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) disclosed the sale of
four skilled nursing facilities to subsidiaries of Alden
Management Services, Inc., who previously leased the facilities
from the Company.  All four facilities are located in Illinois.
The sales price for the 868 beds totaled approximately
$17.4 million.  Omega received net cash proceeds of approximately
$12.7 million plus a secured promissory note of approximately
$5.4 million.  The sale resulted in a non-cash accounting loss to
Omega of approximately $4.2 million.

On June 23, 2005, a $1 million deposit related to an agreement to
sell a SNF in Florida was received into escrow on the Company's
behalf.  The purchase price of the facility is $14.5 million.  The
closing is scheduled on or before Sept. 30, 2005, by which closing
date additional deposits are required.  The due diligence period
has expired and the deposits are not refundable unless the Company
breaches its obligations under the purchase agreement.  At
June 30, 2005, the net book value of the facility was
approximately $8.2 million.

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

                          *     *     *

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


OMEGA HEALTHCARE: Closes on $59.2 Million in New Investments
------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) closed on
approximately $59.2 million of new investments with two existing
operators.

The Company disclosed the closing of the purchase of two skilled
nursing facilities on June 1, 2005, for a total investment of
approximately $10.2 million.  Both facilities, totaling 440 beds,
are located in Texas.  The facilities have been consolidated into
a master lease with an existing operator, Senior Management
Services, Inc., with annualized rent increasing by approximately
$1.1 million, with annual escalators.  The term of the existing
master lease was extended to ten years and runs through May 31,
2015, followed by two renewal options of ten-years each.

The Company also disclosed the purchase on June 28, 2005, of five
SNFs located in Ohio (3) and Pennsylvania (2), totaling 911 beds.
The investment, excluding working capital, totaled approximately
$49 million.  The facilities will be operated by subsidiaries of
CommuniCare Health Services, Inc., a current Omega lessee, with
the five facilities consolidated into an existing master lease.
The term of the master lease was extended to ten years to June 30,
2015, with two nine year renewal options.  The annualized increase
in rent under the master lease totals $5.1 million and contains
annual escalators.

"We are very pleased to expand our business relationship with
quality regional operators like Senior Management and CommuniCare.
Both management teams deliver high quality patient care and have
demonstrated a detailed understanding of their local markets,"
said Taylor Pickett, President and CEO of Omega.

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

                          *     *     *

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


OMNICARE INC: Increases Offer to Buy NeighborCare for $1.57 Bil.
----------------------------------------------------------------
Omnicare, Inc. (NYSE: OCR) and NeighborCare, Inc. (Nasdaq: NCRX)
are back in negotiations regarding the proposed acquisition by
Omnicare of all of the outstanding shares of NeighborCare common
stock for $34.75 per share in cash.  The purchase price total
$1.57 billion.  There is no assurance that a definitive agreement
will be concluded.

                       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.

                  Previous Board Recommendation

As reported in the Troubled Company Reporter on June 29, 2005,
NeighborCare's board of directors 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.

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.

Omnicare, Inc. (NYSE: OCR), a Fortune 500 company based in
Covington, Kentucky, is a leading provider of pharmaceutical care
for the elderly.  Omnicare serves residents in long-term care
facilities comprising approximately 1,090,000 beds in 47 states in
the United States and in Canada, making it the largest U.S.
provider of professional pharmacy, related consulting and data
management services for skilled nursing, assisted living and other
institutional healthcare providers.  Omnicare also provides
clinical research services for the pharmaceutical and
biotechnology industries in 30 countries worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on May 23, 2005,
Moody's Investors Service changed the rating outlook for Omnicare,
Inc., to negative from stable.  At the same time, Moody's assigned
a Ba3 rating to Omnicare Capital Trust II's approximately
$334 million in new Trust Preferred Income Equity Redeemable
Securities.


OMNICARE INC: Moody's Reviews $750 Million Facilities' Ba1 Rating
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Omnicare, Inc.
(Ba1 corporate family rating, formerly senior implied rating),
under review for possible downgrade following the joint
announcement by Omnicare and NeighborCare, which stated that the
companies are in negotiations regarding the proposed acquisition
by Omnicare of NeighborCare for $34.75 per share.

In addition, Omnicare has announced the acquisition of
RxCrossroads, a specialty pharmaceutical distributor for $235
million.

NeighborCare's debt ratings remain under review for possible
downgrade.

The rating review for possible downgrade of Omnicare's debt is
prompted by:

   (1) an increased likelihood that Omnicare will reach a
       definitive agreement to acquire NeighborCare;

   (2) higher financial risk and likelihood of leverage in light
       of Omnicare's higher offer and the RxCrossroads
       transaction;

   (3) uncertainty associated with the transition to a new
       reimbursement system for a large portion of both Omnicare's
       and NeighborCare's patients and ongoing competitive pricing
       pressures; and

   (4) concerns regarding the company's appetite for multiple
       acquisitions, including those outside of current business
       lines.

Moody's ratings reviews will consider:

   (1) Omnicare's plans for financing both transactions;

   (2) cash flow expectations for the combined company including
       any potential cost-savings and plans for deleveraging;

   (3) overall effects of this transaction on the combined
       company's liquidity profile;

   (4) whether NeighborCare's debt will remain part of the
       combined company's capital structure; and

   (5) the benefits of entering the specialty distribution space,
       which remains outside of management's current expertise.

Ratings placed under review for possible downgrade:

Omnicare Inc.:

   * Ba1 corporate family rating
   * Ba1 issuer rating
   * Ba1 $750 million senior unsecured bank credit facilities
   * Ba2 $625 million senior subordinated notes
   * SGL-1 speculative grade liquidity rating

Omnicare Capital Trust II:

   * Ba3 $334 million new convertible trust preferred securities,
     due 2033

Omnicare Capital Trust I:

   * Ba3 $11 million convertible trust preferred securities,
     due 2033.

Ratings remaining under review for possible downgrade:

NeighborCare, Inc. (formerly Genesis Health Ventures):

   * Ba1 $100 million secured bank revolver
   * Ba3 $250 million senior subordinated notes
   * Ba2 corporate family rating
   * Ba3 issuer rating

Omnicare, Inc, based in Covington, Kentucky, is the nation's
largest provider of professional pharmacy, related consulting and
data management services for long-term care, assisted living and
other institutional health care providers.

NeighborCare, Inc, based in Baltimore, Maryland, is one of the
nation's largest providers of institutional pharmacy services and
serves approximately 300,000 institutional beds in long-term care
settings.


ONE EQUITY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: One Equity, LLC
        412 East Sixth Avenue
        Altoona, Pennsylvania 16602

Bankruptcy Case No.: 05-71491

Chapter 11 Petition Date: July 5, 2005

Court: Western District of Pennsylvania (Johnstown)

Debtor's Counsel: Terry L. Graffius, Esq.
                  Leventry & Haschak, LLC
                  1397 Eisenhower Boulevard
                  Richland Square III, Suite 202
                  Johnstown, Pennsylvania 15904
                  Tel: (814) 266-1799

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
   ------                     ---------------       ------------
Sovereign Bank                Value of security:        $269,962
2790 West College Avenue,     $1,400,000
Suite 800
State College, PA 16801

Blair County Tax Claim        Property taxes             $21,467
Bureau
423 Allegheny Street,
Suite 143
Hollidaysburg PA 16648-2022

New Enterprise Stone &        Judgement Creditor          $7,000
Lime Co.
P.O. Box 77
New Enterprise, PA 16664

Mike Ventre                   Contractor                  $6,059
813 Ventre Road
Altoona, PA 16602

DeGol                         Building materials          $5,693
RR 7, Box 553
Altoona, PA 16601

Mincin Insulation Service     Insulation                  $4,475
29 Flora Road
Pittsburgh, PA 15227


PEGASUS SATELLITE: Trust Wants Cash Investment Requirements Waived
------------------------------------------------------------------
Pegasus Satellite Communications, Inc., its debtor-affiliates and
the Liquidating Trustee of the PSC Liquidating Trust ask the U.S.
Bankruptcy Court for the District of Maine to waive the investment
and deposit requirements of Section 345(b) of the Bankruptcy Code
with respect to the PSC Liquidating Trust.

The Debtors' First Amended Joint Plan of Reorganization provided
for the transfer of the Debtors' assets into the PSC Liquidating
Trust which is charged with resolving claims and making
distributions on the Debtors' account.  The Liquidating Trustee
will distribute at least annually all Liquidating Trust Available
Cash on hand and permitted investments, except those amounts
necessary to maintain the Reserves established by the terms of the
Plan.

The Liquidating Trustee is contemplating the transfer of
$90,000,000 in Liquidating Trust Assets from the Debtors' existing
money market accounts to a newly established money market account
with BancorpSouth, Inc.  BancorpSouth is a $10.8 billion-asset
bank holding company operating 250 banking and mortgage locations
in Alabama, Arkansas, Louisiana, Mississippi, Tennessee and Texas.

Pursuant to Section 345(b) of the Bankruptcy Code, any deposit or
other investment made by a debtor must be secured by a bond in
favor of the United States or by the deposit of securities of the
kind specified in Section 9303 of Title 31 of the United States
Code.  The purpose of this statute is to guarantee that estate
funds are invested prudently by the trustee or debtor-in-
possession.  It requires the obtaining of a bond or other security
for all deposits with FDIC-insured banks to the extent that the
funds maintained with any given bank exceed the FDIC-insured limit
of $100,000.

John P. McVeigh, Esq., at Preti, Flaherty, Beliveau, Pachios &
Haley, LLP, in Portland, Maine, asserts that requiring the
Liquidating Trustee to follow the requirements of Section 345(b)
would needlessly handcuff the Liquidating Trustee, whose charge is
to maximize the value of the Liquidating Trust Assets.  Due to the
significant value of the Liquidating Trust Assets, Mr. McVeigh
points out that the Liquidating Trustee would be unable to move
funds to more profitable investments if required to strictly
adhere to the bonding requirements of Section 345(b).

"In fact, the Liquidating Trustee has been advised by
BancorpSouth that the requirements of section 345(b) would
significantly increase costs with respect to the Liquidating
Trust Account and result in lesser rates of return to the
Liquidating Trust," Mr. McVeigh argues.  "The handcuffing by
section 345(b) will assuredly result in a smaller recovery for the
unsecured creditors who hold interests in the Liquidating Trust."

Mr. McVeigh maintains that the Liquidating Trust's investment
activities are made in accordance with the Liquidating Trust
Agreement.

Furthermore, Mr. McVeigh assures the Court that the Liquidating
Trust's bank accounts will be maintained with financially sound
financial institutions.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PEGASUS SATELLITE: Ct. Denies KB Prime's Motion to Compel Decision
------------------------------------------------------------------
KB Prime Media LLC is in the business of applying for construction
permits for new television broadcast stations to operate in
various markets pursuant to necessary Federal Communications
Commission licenses, permits and authorizations.  To fund KB's
business operations in compliance with applicable FCC rules and
regulations, a financial arrangement was reached between KB and
others and Pegasus Satellite Communications, Inc.

The financial arrangement operated this way:

    a. An individual by the name of W.W. Keen Butcher and an
       individual by the name of Guyon W. Turner (interest holders
       of KB) would borrow money from Wachovia Bank.  To evidence
       their obligations to repay the loans made to them by
       Wachovia, Messrs. Butcher and Turner executed promissory
       notes payable to the order of Wachovia:

            $8,500,000 -- the Butcher Note
              $250,000 -- the Turner Note

    b. Messrs. Butcher and Turner would loan the proceeds of the
       loans they obtained from Wachovia to KB in return for which
       KB became obligated to repay those loans to Messrs. Butcher
       and Turner.  KB would use the proceeds of the Notes in
       connection with the development of broadcast television
       stations.

    c. In order for Messrs. Butcher and Turner to obtain those
       loans, Pegasus agreed to pledge with Wachovia a sum equal
       to 105% over the amount of funds loaned by Wachovia to
       Messrs. Butcher and Turner.  Thus, Wachovia was always
       fully secured in an amount of 105% of the combined
       outstanding obligations of Turner and Butcher to Wachovia.

Pegasus and the KB Parties entered into an Option Agreement to
memorialize their financial arrangement.

Under the Option Agreement, KB granted Pegasus an exclusive
irrevocable option to purchase: (i) all the membership interests
of KB and (ii) all or that part of the assets of KB, along with
the assumption of all current liabilities of KB relating thereto,
that are used or useful in connection with the construction and
operation of television stations in specific geographic locations.
Upon payment of the Option Price, Pegasus may exercise the option
at any time, provided that the exercise is consistent with the
rules, regulations and policies of the FCC.

The Option Agreement was amended four times.

The intent of the parties to the Option Agreement was that, upon
the exercise of an option to purchase a broadcast television
station, Pegasus would pay KB the Option Price, which would be an
amount sufficient to cover the costs associated with the
development of the broadcast station to be sold, indirect expenses
of KB, and interest expenses, while providing a net profit to KB.
The parties' financial arrangement worked well for years until
Pegasus filed for bankruptcy.

There are presently are six television stations that KB is in
various stages of developing under the terms of the Option
Agreement.  The six broadcast television stations, applications or
licenses, as applicable and the estimated Option Price as of
June 30, 2005, are:

                                           Estimated Option Price
   Broadcast License Location               As of June 30, 2005
   --------------------------              ----------------------
   WSWB-TV, Scranton, Pennsylvania                 $2,195,785
   Channel 24, Tallahassee, Florida                 3,666,050
   Hammond, Louisiana Construction Permit           1,588,099
   Tupelo, Mississippi                                114,369
   Gainesville, Florida                                97,714
   WPME-TV, Lewiston, Maine                         3,970,118
                                                  -----------
             Total                                $11,640,465

On April 13, 2005, Pegasus asked the U.S. Bankruptcy Court for the
District of Maine for authority to assume or assume and assign the
Option Agreement and certain other executory contracts between KB
and Pegasus, as well as literally hundreds of contracts and leases
between Pegasus and other parties.

Randy J. Creswell, Esq., at Perkins, Thompson, Hinckley &
Keddy, P.A., in Portland, Maine, notes that while the Assumption
Motion appears to request authorization to assume the Contracts,
Pegasus may intend the Assumption Motion to serve more of a
"placeholder" function to buy more time for Pegasus and a
prospective Purchaser to decide which of the hundreds of listed
executory contracts and unexpired leases to assume or reject.

For example, Mr. Creswell notes the KB Lewiston and KB Scranton
Agreements were already the subject of the Assumption Motion when
Pegasus filed the separate, subsequent Lewiston/Scranton
Assumption Motion.  "This duplication lends credence to the
possibility that the Assumption Motion may have merely been
intended as a placeholder that Pegasus may seek to postpone from
time to time as it determines what to do with the hundreds of
contracts and leases listed."

Accordingly, KB asks the Court to compel Pegasus to decide now
whether to assume or reject the Contracts.

"A prompt decision either way is essential to KB because, if
Pegasus does not intend to assume the Contracts and to purchase
the broadcast television stations . . ., there will be no sale
proceeds generated with which to pay the Notes when they come due
in April 2006.  KB wants to ensure that Pegasus promptly
prosecutes the Assumption Motion rather than using it to obtain an
open-ended extension of time within which to make a decision.  If
Pegasus does not intend to assume the Contracts, KB must know
immediately so that it can market the broadcast stations to other
buyers in an effort to sell the stations, and generate sufficient
proceeds to repay the Notes prior to their April 2006 due date."

             Debtors and Liquidating Trustee Respond

John P. McVeigh, Esq., at Preti, Flaherty, Beliveau, Pachios &
Haley, LLP, in Portland, Maine, tells Judge Haines that the
Reorganized Debtors and the Liquidating Trustee of The PSC
Liquidating Trust intend to assume eight KB contracts and leases
that have not previously been assumed:

    Contract                                   Cure Amount
    --------                                   -----------
    Lease Agreement (WPME)                           $0
    Time Brokerage Agreement (WPME)               1,404
    Joint Sales Agreement (WTLF-DT)                 722
    Lease Agreement (WOLF)                            0
    Lease and Admin Services Agreement (WTLF-DT)      0
    Time Brokerage Agreement (WSWB)               1,238
    Asset Purchase Agreement (Hammond)                0
    Option Agreement                                  0

To the extent that KB seeks an order directing assumption or
rejection immediately, Mr. McVeigh tells Judge Haines, that relief
is not required.

                           *     *     *

Judge Haines denies KB Prime's Cross Motion and allows the
Debtors' assumption of the eight KB Contracts.

At the closing of the sale of the Hammond Purchase Agreement, the
Reorganized Debtors are authorized to satisfy a portion of the
purchase price to be paid to KB Prime Media LLC by crediting and
setting off the Net Sale Proceeds against the Wachovia Loans owed
by W.W. Keen Butcher and Guyan Turner.  The Court directs KB,
Messrs. Butcher and Turner to accept that credit and set-off in
partial satisfaction of the purchase price due under the Hammond
Purchase Agreement.

In the event the Reorganized Debtors seek to exercise an option to
purchase any assets pursuant to the Option Agreement, at the time
of the closing of the asset purchase agreement relating to that
purchase:

    (a) the Reorganized Debtors, or its assignee if that asset
        purchase agreement has been assigned, are authorized to
        satisfy a portion of the purchase price to be paid to KB
        Prime by crediting and setting-off the Net Sale Proceeds
        against the Wachovia Loans owed by Messrs. Butcher and
        Turner; and

    (b) KB Prime, Messrs. Butcher and Turner are ordered and
        directed to accept that credit and set-off in partial
        satisfaction of the purchase price due under any asset
        purchase agreement.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PILLOWTEX CORP: Wants Court Nod on Wellman Settlement Documents
---------------------------------------------------------------
During the course of ordinary operations, Pillowtex Corporation
and its debtor-affiliates bought Polyester Staple from various
manufacturers, including Wellman, Inc.  Pillowtex Corporation and
25 other signatory plaintiffs, many of whom are among the largest
firms in the U.S. textile industry, allege that Wellman
participated in an unlawful conspiracy to raise, fix, maintain or
stabilize the price of Polyester Staple in North America at
artificially high levels and allocate markets and customers for
the sale of Polyester Staple.

The Signatory Plaintiffs have brought suits against Wellman for
violating Section 1 of the Sherman Act and other law.  The Direct
Actions and several putative class actions to which the Debtors
are putative class members are consolidated in the action titled
"In re Polyester Staple Antitrust Litigation."

As members of a putative class in the Consolidated Action, the
Debtors have entered into settlement negotiations with Wellman.
The settlement documents provide for:

    (a) Wellman's payment of a specified settlement amount to the
        Signatory Plaintiffs;

    (b) dismissal of the Signatory Plaintiff's Direct Actions as
        against Wellman only, with prejudice;

    (c) the release of Wellman from all claims, demands, actions,
        suits, and causes of action that could have been asserted
        in the Consolidated Action; and

    (d) agreement by the Signatory Plaintiffs and Wellman not to
        reveal the terms and conditions of the Settlement
        Agreement.

The settling parties also entered into an allocation agreement,
which establishes a method of allocating the Settlement Amount
among the Signatory Plaintiffs.

By this motion, the Debtors seek the Court's authority to enter
into, perform their obligations under, and to consummate the
transactions contemplated by, the Settlement Documents.

According to Gilbert R. Saydah, Esq., at Morris, Nichols, Arsht,
& Tunnell, in Wilmington, Delaware, the terms of the Settlement
Documents reflect the considered judgment not only of the
Debtors, but also of the 25 other Signatory Plaintiffs.
Continued litigation against Wellman would require substantial
time and expense, with no certain outcome.  In contrast, the
immediate cash consideration that the Debtors will receive under
the Settlement Documents is of substantial benefit to their
estates.

                  Documents to be Filed Under Seal

The Debtors seek Judge Walsh's permission to file the Settlement
Documents under seal for "in camera" review by the Court, and to
provide copies of each of the Settlement Documents to the United
States Trustee and the Official Committee of Unsecured Creditors
in confidence.

Mr. Saydah explains that the Settlement Documents to be filed
under seal contain confidential, commercial information.  In
addition, the Signatory Plaintiffs continue to negotiate
settlements with other defendants in the Consolidated Action and
other litigation matters, and do not want the terms of the
Settlement Documents to jeopardize their negotiating abilities.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts.  (Pillowtex Bankruptcy News, Issue No. 81;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PLYMOUTH RUBBER: Files for Chapter 11 Protection in Massachusetts
-----------------------------------------------------------------
Plymouth Rubber Company, Inc., filed a voluntary chapter 11
petition in the U.S. Bankruptcy Court for the District of
Massachusetts with its wholly owned subsidiary Brite-Line
Technologies, Inc.

The bankruptcy petitions were filed due to the inability of
Plymouth's secured lenders and the Pension Benefit Guaranty
Corporation to reach agreement regarding the priorities of their
respective liens.   Provisions within Plymouth's loan agreements
include the cross collateralization of all Brite-Line's assets,
which has required that Brite-Line also file for protection.

"Plymouth has decided to take this step proactively to ensure that
it will continue to operate without interruption and maintain full
service to our thousands of customers worldwide," commented
Maurice Hamilburg, Plymouth's President.  "This action will
protect and ensure fair treatment for the Company and all
interested parties while the dispute is resolved and a
satisfactory payment plan negotiated."

"While we regret the circumstances within our parent company that
have required this action, we remain very optimistic about the
future of Brite- Line," stated Kevin White, Brite-Line's GM &
Chief Operating Officer.  "Since becoming a subsidiary of
Plymouth, Brite-Line has consistently achieved both increased
revenues and profits each year and, apart from our liabilities for
Plymouth obligations, we remain financially strong on our own.  We
expect to continue to operate without interruption and to maintain
full service for all of our customers worldwide.  We also
appreciate that this action will ensure fair treatment of all of
the stakeholders in the company, including our suppliers and
employees, while a satisfactory reorganization plan is negotiated
through the court."

                        Cash Collateral

Plymouth has arranged, subject to court approval, a cash
collateral funding agreement with LaSalle Bank NA, which will
immediately provide access to approximately $2 million of funds
for continuing operations.

For several months, Plymouth has been negotiating the refinancing
of its secured debt, based upon the expected sale of its Canton,
Mass., real estate, and a contract has been signed for the sale
and leaseback of the property.  The Company has also been in long-
term discussions with the PBGC regarding the funding of its
Defined Benefit Pension Plan.  Although the Plan is underfunded,
it has been frozen since 1996, and no new liabilities have since
accrued.  However, the PBGC's recent disclosure of liens
previously filed by it against Plymouth's assets, and subsequent
legal disagreement among the secured parties as to their priority,
made resolution of this situation impossible without a court
process.  The Company believes that an agreement between its
lenders and the PBGC can now be achieved through the court.

"We will also continue to carry out our previously announced plan
to transfer manufacturing from our Canton, MA, plant to our
Chinese joint venture and other sources.  Plymouth intends to meet
its financial obligations, including secured, trade, and pension,
as fully as possible within the process of Chapter 11, and to
emerge as a stronger and more profitable company," added Mr.
Hamilburg.

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


PLYMOUTH RUBBER: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Plymouth Rubber Company, Inc.
             104 Revere Street
             Canton, Massachusetts 02021

Bankruptcy Case No.: 05-16088

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Brite-Line Technologies, Inc.              05-16089

Type of Business: The Debtor manufactures and distributes plastic
                  and rubber products, including automotive tapes,
                  insulating tapes, and other industrial tapes,
                  mastics and films.  Through its Brite-Line
                  Technologies subsidiary, Plymouth manufactures
                  and supplies highway marking products.

Chapter 11 Petition Date: July 5, 2005

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtors' Counsel: Victor Bass, Esq.
                  Burns & Levinson LLP
                  125 Summer Street
                  Boston, Massachusetts 02110-1624
                  Tel: (617) 345-3290

                      Estimated Assets          Estimated Debts
                      ----------------          ---------------
Plymouth Rubber       $10 Million to            $10 Million to
Company, Inc.         $50 Million               $50 Million

Brite-Line            $1 Million to             $1 Million to
Technologies, Inc.    $10 Million               $10 Million


A. Plymouth Rubber Company, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
   Cognis Corporation         Trade debt                $655,976
   5051 Estecreek Drive
   Cincinnati, OH 45323-1446

   Formosa Plastic Corp.      Trade debt                $430,835
   9 Peach Tree Hill Road
   Livingston, NJ 07039

   Velsicol Chemical Corp.    Trade debt                $298,821
   10400 West Higgins Road
   Suite 600
   Rosemont, IL 60018

   Bay State Gas              Trade debt                $246,751

   Flynn Petroleum            Trade debt                $238,298

   Payne Engineering & Fab    Trade debt                $199,962
   Co.

   Town of Canton             Trade debt                $189,387

   NSTAR                      Trade debt                $183,943

   Oxxides Inc.               Trade debt                $180,958

   Integrated Polymer Distr.  Trade debt                $130,058

   Crompton Corp.             Trade debt                $121,831

   Dillon Boiler Services     Trade debt                $121,337
   Co., Inc.

   Callahan Co.               Trade debt                $116,041

   Northland Industrial       Trade debt                $114,218
   Truck

   Sonoco Products Co.        Trade debt                 $93,646

   D&H Transport, Inc.        Trade debt                 $88,521

   Trexan Chemical            Trade debt                 $80,950

   Borden Chemicals &         Trade debt                 $79,248
   Plastics

   Chem Tech Specialties,     Trade debt                 $78,611

   Chemcentral                Trade debt                 $76,976


B. Brite-Line Technologies, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
   EFI-Polymers               Trade debt                $250,852
   4600 Holly Street
   Denver, CO 80205

   Union Co. Ltd.             Trade debt                $164,759
   UFJ Bank Ltd./Hirakata
   Branch
   18-21, Okahigashi-Machi,
   Hirakata City
   Osaka, Japan 573-0032

   Burke Industries           Trade debt                 $61,268
   2250 South Tenth Street
   San Jose, CA 95112

   Summit Staffing            Trade debt                 $35,339

   Neville Chemical Co.       Trade debt                 $33,600

   Revelli Chemical, Inc.     Trade debt                 $26,191

   Flexolite, Inc.            Trade debt                 $25,600

   Prologis-Macquarie U.S.    Trade debt                 $19,911
   LLC

   Fedex Freight West         Trade debt                 $19,653

   Signmar Signs & Markings   Trade debt                 $19,085
   Business Adv

   Zytex, Inc.                Trade debt                 $16,589

   Deline Box Co.             Trade debt                 $16,496

   Environmental Protection   Trade debt                 $15,769
   Agency

   Fedex Freight East         Trade debt                 $12,996

   Century Tool               Trade debt                 $12,687

   National Starch &          Trade debt                 $12,569
   Chemical

   Loparex, Inc.              Trade debt                 $10,503

   Pilgrim Consolidators,     Trade debt                 $10,000
   Inc.

   D&H Transport, Inc.        Trade debt                  $9,857

   J.B. Hunt Transport, Inc.  Trade debt                  $9,790


RAVEN MOON: Reshuffles Shares to Facilitate Additional Financing
----------------------------------------------------------------
Raven Moon Entertainment, Inc. (OTCBB:RVNM) reported that it will
be restructuring its stock with a 1,000-to-1 reverse split with an
effective date of July 15, 2005.

The share restructuring comes after the Securities and Exchange
Commission approved an SB-2 filing which will give the company the
ability to receive as much as $3,000,000 in new financing from MG
Studios in order to complete the production of 39 GINA D'S KIDS
CLUB programs by September 2006.

The $3,000,000 from MG Studios is in addition to the $2.65 million
it had given Raven Moon to complete 18 episodes of GINA D'S KIDS
CLUB.  MG Studios has extended the additional $3,000,000 of
financing to Raven Moon Entertainment based on the company's good
standing with its payments on the previous $2.65 million in
financing that the company received over a year ago.

The board believes the restructuring will allow the company to
recapitalize and believes the company is currently undervalued
based upon a film library of 24 completed half hour episodes, 140
produced music videos and licensing rights to toys and characters
seen on the "GINA D'S KIDS CLUB" programs airing every week
nationwide on 155 television stations throughout the U.S.A.

Raven Moon Entertainment, Inc., -- http://www.ravenmoon.net/--  
develops and produces children's television programs and videos,
CD music, and Internet websites focused on the entertainment
industry. Raven Moon also offers music publishing and talent
management.

At Mar. 31, 2005, Raven Moon Entertainment, Inc.'s balance sheet
showed a $1,179,971 stockholders' deficit, compared to a $891,563
deficit at Dec. 31, 2004.


SAKS INC: Completes $622 Mil. Sale of Proffitt's/McRae's to Belk
----------------------------------------------------------------
Retailer Saks Incorporated (NYSE: SKS) completed the sale of
substantially all of the assets directly involved in its
Proffitt's/McRae's operations to Belk, Inc., in a cash transaction
for $622 million, plus the assumption of approximately $1 million
in capitalized lease obligations and certain other ordinary course
liabilities associated with the acquired assets.  The sale took
effect midnight on July 2, 2005.

The assets include the real and personal property and inventory
associated with 22 Proffitt's stores and 25 McRae's stores.  Belk
also has assumed operating leases on leased store locations.  The
47 Proffitt's/McRae's stores are located throughout 11
Southeastern states and generated revenues of approximately $700
million in 2004.  After-tax proceeds from the transaction will
total approximately $600 million.

"We are pleased to complete the sale of Proffitt's/McRae's to
Belk," R. Brad Martin, Chairman and Chief Executive Officer of
Saks Incorporated, said.  "As previously announced, we continue to
explore strategic alternatives for our Carson Pirie Scott & Co.
northern department store group and Club Libby Lu specialty store
business."

CPS consists of 143 stores operating under the nameplates of
Carson Pirie Scott, Bergner's, Boston Store, Herberger's, and
Younkers.  The stores are located throughout 12 Midwestern and
Great Plains states and generated revenues of approximately
$2.2 billion in 2004. Club Libby Lu, catering to pre-teen girls,
operates 47 stores and 23 in-store shops located within SDSG
stores. Club Libby Lu revenues totaled approximately $30 million
in 2004.

The Company also operates Parisian, which consists of 38 stores in
nine states and generated 2004 revenues of approximately
$700 million, as well as Saks Fifth Avenue Enterprises, which
consists of 57 Saks Fifth Avenue stores, 52 Saks Off 5th stores,
and saks.com and generated 2004 revenues of approximately
$2.7 billion.

Goldman, Sachs & Co. and Citigroup Global Markets, Inc. advised
the Company with the Belk transaction.

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

                       *     *     *

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

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


SAKS INC: Majority of Noteholders Agree to Amend Indentures
-----------------------------------------------------------
Retailer Saks Incorporated (NYSE: SKS) disclosed the successful
results of its tender offers for three issues of its senior notes
and the consent solicitations for all of the Company's senior
notes and its convertible senior notes.

The Company intends to use a majority of the proceeds from the
sale of the Proffitt's/McRae's business to fund the retirement of
senior notes tendered in the tender offers and consent
solicitations initiated by the Company on June 20, 2005, and open
to the holders of approximately $658 million in senior notes.

As of July 1, 2005, the Company had received a total of
$533 million in tendered senior notes representing a majority of
each series included in the tender offers.  The offers to purchase
additional senior notes at par under the tender offers have been
extended to July 18, 2005.  Tenders of senior notes delivered as
of July 1, 2005, are now irrevocable.

Additionally, the Company announced that, as of July 1, 2005, it
had received irrevocable consents from holders of a majority of
each series of the Company's senior notes and the Company's
convertible senior notes to amendments to the related indentures
and waivers of defaults under those indentures, including the
defaults that were the subject of a previously disclosed notice of
default received from a hedge fund purporting to own more than 25%
of the convertible senior notes.  The bondholders waive the
Company's reporting default, giving the Company until Oct. 31,
2005, to file its annual report.

"We are very pleased with the success of the consent solicitations
and tender offers on all series of our senior notes and the
convertible senior notes," Douglas E. Coltharp, Executive Vice
President and Chief Financial Officer of Saks Incorporated, said.
"The tendered notes are an attractive use of proceeds from the
sale of our Proffitt's/McRae's business, and the consents should
provide more than sufficient time for the filing of our financial
statements. Our Company remains well-capitalized, and we continue
to enjoy access to substantial liquidity as a result of our cash
position and the unfunded availability under our revolving credit
facility."

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

                       *     *     *

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

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


SAKS INC: Fitch's Low-B Ratings Unchanged After Successful Consent
------------------------------------------------------------------
Fitch Ratings says it is maintaining its Rating Watch Negative on
Saks Incorporated following Tuesday's announcement that it has
received consent from the required majority of its senior
noteholders and convertible senior noteholders to amend its
indenture and waive defaults relating to a previously received
notice of default.

These consents remove the risk that the company's senior notes and
convertible senior notes could be accelerated and extend the date
by which Saks must file its financial statements to Oct. 31, 2005.

Saks also announced that $533 million of senior notes have been
tendered to-date out of a total of $658 million that could be
tendered.  This tender will be financed with cash of approximately
$300 million and proceeds of $622 million from the sale of the
company's southern department stores to Belk, Inc., which is
expected to close shortly.

Fitch rates Saks' senior notes 'B+' and $800 million secured bank
facility 'BB'.  The Rating Watch Negative reflects the possibility
of a weakened credit profile, including a more narrow business
focus as a result of the restructuring actions outlined by the
company on April 29, 2005 and the potential need for additional
financial restatements due to an ongoing accounting investigation.

The restructuring actions include the sale of the Proffitt's and
McRae's operations to Belk, Inc. for $622 million.  In addition,
Saks announced at that time that it is exploring strategic
alternatives for its Northern Department Store Group and its Club
Libby Lu business.  While debt levels will be reduced as a result
of the outstanding tender offer and liquidity would receive a
boost from any additional asset sales, the ultimate balance sheet
impact from these transactions is uncertain at this time.

In addition, there is uncertainty as to the reliability of the
company's recent financial statements and current financial
profile due to an ongoing investigation into vendor accounting
irregularities and the resulting delay in the filing of the
company's 10-K and first-quarter 10-Q.  A SEC investigation into
these issues has widened to include related accounting and
financial matters.

Fitch will also continue to monitor the ongoing accounting
investigations as well as Saks' operating performance, which has
been pressured in recent years by soft apparel sales and growing
competition from specialty and discount retailers.


SIMTEK CORP: RENN Capital Stretches Debentures' Payment Terms
-------------------------------------------------------------
Simtek Corporation (OTC Bulletin Board: SRAM) received a waiver
from affiliates of RENN Capital Group, Inc., extending until
July 1, 2006, the commencement date for principal payments on the
$3 million aggregate principal amount 7.5% convertible debentures
issued by Simtek in 2002.  The extension will provide the company
with additional near term operating capital.

The original terms of the debentures required the company to make
monthly principal payments of $30,000, beginning on June 28, 2005.
The company will still be required to make interest payments.
Under the terms of the waiver, monthly principal payments of
$40,000 will commence on July 1, 2006.  The final maturity date
remains as June 28, 2009.  As consideration for the extension,
Simtek has issued to RENN warrants to purchase 200,000 shares of
Simtek common stock at $0.50, a premium to the current market
price.

"We are pleased with the support provided by RENN Capital, and the
favorable terms of their offer to waive near term payments to
provide additional working capital," said Harold A. Blomquist,
Simtek's President and CEO.  "Allowing the company to postpone the
next twelve months of principal payments will provide $360,000 of
working capital to continue the ramp into volume production of our
flagship 0.25 micron (1 Megabit) product line, and will help us
fund initial product development of our next generation products
in collaboration with Cypress Semiconductor," Mr. Blomquist said.

"RENN Capital is pleased to offer our continuing financial support
to Simtek," said Robert Pearson, Sr. Vice President of RENN
Capital.  "We believe that the actions presently being undertaken
by the Company are moving Simtek in a very positive direction and
we are especially enthused by the partnership between Simtek and
Cypress Semiconductor.  We, at RENN Capital see that the
technology and product development roadmap enabled with this
partnership will provide Simtek with access to leading edge
manufacturing technology for years to come."

Simtek Corporation -- http://www.simtek.com/-- designs and
markets fast, re-programmable, nonvolatile semiconductor memory
products, for use in a variety of systems such as High Performance
Workstations, GPS Navigational Systems, Robotics, Copiers and
Printers, Broadcast Equipment and many others.  The company is
headquartered in Colorado Springs, Colorado, with international
sales and marketing channels.  Simtek is listed under the symbol
SRAM on the OTC Electronic Bulletin Board.


S.K. NEW YORK: Mun & Lee Asks Court to Stall Sale Closing
---------------------------------------------------------
S.K. New York, LLC, auctioned its property located at 150-24
Northern Boulevard in Flushing, New York, on June 3, 2005.  Chong
Min Mun and James H. Lee, along with three other individuals, won
the bidding at $19.2 million.  Chong Min Mun is a general partner
of S.K. New York.

Northern Boulevard Acquisition Corp. holds the mortgage on the
Debtor's property.  Zenith T. Taylor, Esq., was appointed by the
Court to supervise the sale of the premises.

Michael Chang, Hu Bai An and Jack Kameo are Messrs. Mun and Lee's
partners in the bidding consortium.  They say the partners agreed
their bid wouldn't exceed $16 million.  The consortium designated
Mr. Chang as its bidder at the auction.

During the bidding at the June 3 auction, Mr. Chang (much to the
surprise of his partners) did not stop bidding after he reached
the $16 million ceiling they agreed to bid for the property.
Because Mr. Chang didn't stop bidding, the Partnership won,
promising to pay $3.2 million more than anybody agreed.  The
partners deposited $2 million, using $1.3 million from Mr. Lee,
$500,000 from Mr. Mun and $200,000 from Mr. Chang.

After the bidding, Messrs. Chang, An and Kameo asked their
partners for a 25% share in the premises rather than the agreed
10%.  The three gentlemen, according to Messrs. Lee and James,
said that the deposit was in Mr. Chang's name, and, unless Messrs.
Lee and Mun agree to the higher percentage, they will lose the
substantial deposit.  On June 10, 2005, after much haggling, the
three gentlemen agreed to the original 10% share.

                      The Kickback Scheme

According to documents filed with the Court, Mr. Kameo confessed
to Mr. Mun's son, David Mun, that he and Mr. An will receive a
kickback based on a percentage of the proceeds at the closing of
the sale.  Northern Boulevard allegedly had an undisclosed
kickback agreement with Messrs. Kameo, An and Chang.

Messrs. Kameo and An were connected with the owners of Northern
Boulevard through the Baroda Company, Inc.  Baroda purchased the
note and mortgage on the auctioned property and then set up
Northern Boulevard to hold the mortgage.

                        Temporary Relief

Under the terms of the sale agreement, the Partnership was
required to close the sale yesterday, July 5, 2005.  Messrs. Mun
and Lee stand to lose their money if the closing is not adjourned.
Alternatively, they will be forced to close on the sale under
circumstances tainted by a collusive kickback scheme.

Messrs. Mun and Lee ask the U.S. Bankruptcy for the Eastern
District of New York to move the sale closing date to August 31,
2005, to give them ample time to investigate the possible grounds
for vacatur.  To this end, Messrs. Mun Lee ask the Court to issue:

   -- a temporary restraining order to stop the other parties
      from closing the sale;

   -- a preliminary injunction through the later of August 31,
      2005, or a Court order vacating the June 3, 2005,
      foreclosure sale; and

   -- an order vacating the June 3, 2005, foreclosure sale.

Raymond A. Bragar, Esq., Peter D. Morgenstern, Esq., and Eric B.
Fisher, Esq., at Bragar Wexler Eagel & Morgenstern, P.C.,
represent Chong Min Mun and James H. Lee.

Headquartered in Flushing, New York, S.K. New York LLC, filed for
chapter 11 protection on February 24, 2005 (Bankr. E.D.N.Y. Case
No. 05-12422).  Gary M. Kushner, Esq., at Forchelli, Curto,
Schwartz, Mineo, et al., represents the Debtor.  When the Debtor
filed for protection from its creditors it estimated $10 million
to $50 million in assets.  The Debtor did not disclose its debts.


STAR TELECOM: Liquidating Trustee Wants Case to Remain Open
-----------------------------------------------------------
Gordon Hutchings, Jr., the liquidating trustee of the Star
Telecommunications, Inc.'s Liquidating Trust, asks the U.S.
Bankruptcy Court for the District of Delaware for more time to
file a final report and also, for the Court to delay entry of a
final decree closing the bankruptcy case.

Star Telecommunications' First Amended Plan of Liquidation became
effective on August 13, 2002.  Pursuant to the Plan, a Liquidating
Trust was established to wind down the Debtor's estate.  Also, the
Plan provided for dissolution of the Official Committee of
Unsecured Creditors and establishment of a Continuing Creditors'
Committee.

Mr. Hutchings says he's devoted substantial time to reviewing and
reconciling many complex claims filed against Star.  Although he's
resolved most of these claims, three actions remain pending in
Court.  Two of the pending actions relate to preference claims.
Settlements have been agreed to and he'll dismiss the preference
actions as soon as he receives payment from the creditor-
defendants.

The third action, a directors' and officers' liability suit
commenced by the Continuing Creditors' Committee, is subject to a
mediation proceeding in November 2005.  In case the mediation
doesn't work, a trial in the U.S. District Court for the District
of Delaware is scheduled on July 10, 2006.  If the Committee is
successful in pursuing its claims against former insiders, the
estate will realize a significant recovery.

Accordingly, the Trustee contends keeping the case open is
appropriate until the three pending actions are resolved.

Headquartered in Santa Barbara, California, Star
Telecommunications, Inc., was a leading provider of global
telecommunications services to consumers, long distance carriers,
multinational corporations and Internet service.  The Company and
its debtor-affiliates filed for chapter 11 protection on March 13,
2001 (Bankr. D. Del. Case No. 01-00830).  Daniel A. Lowenthal,
III, Esq., at Thelen Reid & Priest LLP represents the
Debtors.  When the Debtors filed for chapter 11 protection, they
listed total assets of $630,065,000 and total debts of
$284,634,000.  The Court confirmed the Debtors and Unsecured
Creditors Committee's chapter 11 Plan on July 31, 2002, and the
Plan took effect on Aug. 13, 2002.  Gordon Hutchins, Jr. is the
Liquidating Trustee for the confirmed Plan.  Laura Davis Jones,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.
represents the Liquidating Trustee.


TELESYSTEM INT'L: Stock Can Trade on Nasdaq Until Sept. 19
----------------------------------------------------------
The Nasdaq Stock Market confirmed that Telesystem International
Wireless Inc.'s common shares may continue to trade on The Nasdaq
National Market through the first distribution to its shareholders
under its plan of arrangement.  The listing will continue provided
the first distribution occurs within the timeframe described in
TIW's information circular dated April 18, 2005, but in no event
later than Sept. 19, 2005.  The Company will request voluntary
delisting of its common shares from Nasdaq immediately following
the first distribution.

Telesystem International Wireless Inc. (B+/Watch Pos/--)
-- http://www.tiw.com/-- is a leading provider of wireless voice,
data and short messaging services in Central and Eastern Europe
with over 6.1 million subscribers.  TIW operates in Romania
through MobiFon S.A. under the brand name Connex and in the Czech
Republic through Oskar Mobil a.s. under the brand name Oskar.

                        *     *     *

As reported in the Troubled Company Reporter on June 3, 2005,
Standard & Poor's Ratings Services withdrew its ratings on
Telesystem International Wireless Inc. on the completion of the
sale (through interim holding company Clearwave N.V.) of its two
operating subsidiaries, Mobifon Holdings B.V. and Oskar Holdings
N.V., to Vodafone.  The cash consideration for the sale was about
$3.5 billion, which constitutes TIW's only remaining material
asset.  TIW will now proceed with completion of its court
supervised plan of arrangement, which involves the liquidation of
TIW, including the implementation of a claims process and the
distribution of net cash to shareholders, the cancellation of its
common shares, final distribution, and ultimately the dissolution
of the company.  TIW has no debt outstanding and no material
liabilities.


THERMA-WAVE: Negative Liquidity Prompts PwC's Going Concern Doubt
-----------------------------------------------------------------
PricewaterhouseCoopers LLP raised substantial doubt about Therma-
Wave, Inc.'s (Nasdaq:TWAV) ability to continue as a going concern
after it audited the Company's financial statements for the year
ended April 3, 2005.  The qualification was included in PwC's
audit report as a result of the Company's recurring net losses and
negative cash flow.

The Company reported a $6.8 million net loss for the fiscal year
ended March 31, 2005, lost $18.1 million in 2004, and reported a
$133.6 million loss in 2003.

                     Material Weaknesses

The Company's management identified two material weaknesses in its
controls over the preparation, review and timely analysis of its
consolidated financial statements in connection with its financial
closing process.  Specifically:

     (1) inter-company accounts between the Company's U.S.
         operations and its branches and subsidiaries are not
         reconciled; and

     (2) the Company's customer service and support organization
         expense allocation between selling, general and
         administrative expense and cost of revenue is recorded in
         consolidation without supporting documentation for such
         entry.

Each of these control deficiencies could result in a misstatement
of account balances or disclosures that would result in a material
misstatement in the annual or interim financial statements that
would not be prevented or detected.  Accordingly, management has
determined that each of these control deficiencies constitutes a
material weakness.

                     Financing Agreements

In June 2003, Therma-Wave entered into a loan and security
agreement with Silicon Valley Bank.  The agreement includes a
$5 million domestic line of credit, including:

   -- a sub-limit of $5.0 million for letters of credit; and

   -- a $10.0 million Export-Import Bank of the United States, or
      EXIM, guaranteed revolving line of credit.

The bank loan allows the Company to borrow money under the
domestic line bearing a floating rate interest rate equal to the
SVB prime rate plus 1.75% (7.50% as of March 31, 2005).  The
Company's borrowings under the SVB and EXIM guaranteed credit
facilities are secured by substantially of its assets.  As of
March 31, 2005, and 2004, the Company had $3.2 million and
$4.6 million in outstanding letters of credit under the agreement.
The credit facilities were to mature on June 11, 2005, but were
renegotiated in June 2005 and extended for a period of two years.

The SVB credit facility contains certain restrictive covenants,
which among other requirements impose limitations with respect to:

   -- the change of business location and ownership;
   -- incurrence of indebtedness;
   -- the payment of dividends;
   -- investments, mergers, acquisitions, consolidations; and
   -- sales of assets.

The Company is also required to satisfy certain financial tests
under the credit facility including tests related to the Company's
quick ratio and profitability.  As of March 31, 2005, the Company
was in violation of the covenants of the credit facility agreement
by delivering borrowing base certificates and reports on Forms 8-K
filed with the Securities and Exchange Commission outside of the
required reporting periods.  The Company was also in violation of
the profitability covenant.  All violated covenants were waived by
SVB in June 2005.

On June 10, 2005, the Company and Silicon Valley Bank entered
into:

     * an Amended and Restated Loan and Security Agreement; and
     * a Streamline Facility Agreement,

that renewed a $15 million revolving line of credit to the
Company.  The revolving line of credit can be used to:

     (i) borrow funds for working capital and general corporate
         purposes;

    (ii) issue letters of credit;

   (iii) enter into foreign exchange forward contracts; and

    (iv) support certain cash management services.

The Loan and Security Agreement also includes a Material Adverse
Change clause, which allows the bank to terminate the facility or
to demand the immediate payment of all outstanding balances upon:

   -- the determination of a deemed material adverse change in the
      Company's business, operations, or financial or other
      condition of the Company;

   -- a material impairment of the prospect of repayment of any
      portion of outstanding obligations; or

   -- a material impairment of the value or priority of the bank's
      security interests in the collateral.

On June 11, 2007, the revolving line of credit matures and Silicon
Valley Bank's commitment to extend revolving loans these
agreements terminates.

Since 1982, Therma-Wave, Inc. -- http://www.thermawave.com/-- has
been revolutionizing process control metrology systems through
innovative proprietary products and technologies. The company is a
worldwide leader in the development, manufacture, marketing and
service of process control metrology systems used in the
manufacture of semiconductors. Therma-Wave currently offers
leading-edge products to the semiconductor manufacturing industry
for the measurement of transparent and semi-transparent thin
films; for the measurement of critical dimensions and profile of
IC features; for the monitoring of ion implantation; and for the
integration of metrology into semiconductor processing systems.


THICKSTUN BROS: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Thickstun Bros. Equipment Co., Inc.
        841 Alton Avenue
        Columbus, Ohio 43219

Bankruptcy Case No.: 05-61638

Type of Business: The Debtor offers tank installation,
                  maintenance, and repair services.  The Debtor
                  previously filed for chapter 11 protection on
                  August 8, 2003 (Bankr. S.D. Ohio Case
                  No. 03-61982).

Chapter 11 Petition Date: July 5, 2005

Court: Southern District of Ohio (Columbus)

Debtor's Counsel: Michael D. Bornstein, Esq.
                  Ricketts Co. LPA
                  580 South High Street, 3rd Floor
                  Columbus, Ohio 43215
                  Tel: (614) 358-8052

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Roque Schmidt Oil Equipment                     $200,595
Box 58 Playa Station
Avenida Hostos 112 Playa de Po
Ponce, PR 00734

Convault Incorporated                           $159,612
P.O. Box 936
Mt. Vernon, OH 43050

Reichard and Escalera                            $39,093
255 Ponce de Leon Avenue, Suite 100
San Juan, PR 00917

Conam Inspection                                 $34,468
P.O. Box 751206
Charlotte, NC 28275

Richard Gerber Company                           $16,473
3600 Olentangy River Road, Suite 501
Columbus, OH 43214

HLT, Inc.                                        $13,881
P.O. Box 673
Defiance, OH 43512

International Fidelity                           $10,100
One Newark Center
Newark, NJ 07102

McJunkin International Fidelit                    $7,532
One Newark Center
Newark, NJ 07102

Schottenstein Zox & Dunn                          $7,164
41 South High Street
Columbus, OH 43215

Russell Mealer and Kalib                          $6,400
2545 Farmers Drive, Suite 370
Columbus, OH 43235-2705

AV Fuel Systems Co., Inc.                         $5,856
300 Casa Memorial Boulevard
Forest Park, GA 30297

Davis Company, Inc.                               $4,537
1943 Stone Road
Xenia, OH 45385

Capital Logistics                                 $3,900
8201 Euclid Avenue, Suite 202
Manassas Park VA 20111

Martin, Inc.                                      $2,340
P.O. Box 522
Fort Wayne, IN 46801

Aerospace Products Internat'l                       $189
P.O. Box 1000
Department 026
Memphis, TN 38148

TRM Aviation                                        $189
1296 Stone Road
Chillocothe Airport
Chillocothe, OH 45601

Danka Industries                                    $152
P.O. Box 17919
Nashville, TN 37217


TORCH OFFSHORE: Hires Lugenbuhl Wheaton as New Bankruptcy Counsel
-----------------------------------------------------------------
Torch Offshore, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Louisiana for
permission to employ Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as
their chapter 11 counsel.

On June 20, 2005, the Board of Directors of Torch Offshore
terminated the employment of King & Spalding, LLP, and Heller,
Draper, Hayden, Patrick & Horn, LLC, as their bankruptcy counsel.

The hourly rates of professionals at Lugenbuhl are:

        Designation          Rate
        -----------          ----
        Attorneys         $180 - $300
        Paralegals            $80

The lead attorneys to represent the Debtors and their current
hourly rates are:

        Professional                    Rate
        ------------                    ----
        Stewart F. Peck, Esq.           $295
        Nathan P. Horner, Esq.          $250
        Christopher T. Caplinger, Esq.  $200
        Tina L. Garmon, Esq.            $180

To the best of the Debtors' knowledge, Lugenbuhl Wheaton is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       Why the Change?

Bankruptcy Court documents don't explain why the Board terminated
King & Spalding and Heller Draper.

A resignation letter from Richard J. Shopf to Lyle Stockstill
and Lana Hingle Stockstill (Torch Offshore, Inc.'s two remaining
Directors), dated June 21, 2005, provides insight:

                         R.J. SHOFF
                   14 Country Club Park
                    Covington, LA 70433
                      (985) 892-2527

By Federal Express

June 21, 2005


Lyle Stockstill and Lana Hingle Stockstill
Torch Offshore, Inc.
401 Whitney Avenue, Suite 400
Gretna, LA 70056

Dear Lyle and Lana;

     During my 35 plus year business career, I have served on 29
boards of directors but have never run into as bizarre a situation
as I experienced at the Torch board meeting yesterday.  This
meeting was attended by you two and me as the remaining three
directors and by Bob Fulton, Torch's CFO, who recorded the
minutes of the meeting.

     As you will recall, there were three items of business, all
proposed by you two the previous Friday but postponed until
Monday's meeting because adequate notice was not given for
Friday's meeting.  These items of business were a. the termination
of Raymond James as Torch's investment banker, b. the termination
of Bridge Associates as Torch's financial advisor and c. the
termination of Heller, Draper and King and Spalding, Torch's
bankruptcy attorneys.

     I opened the meeting by reviewing my position on the three
issues. With respect to terminating Raymond James, I believed
there was no need to do so because Raj Singh had told David Phelps
he would negotiate an agreement for an hourly rate plus expenses
if Torch required any further services; he just did not want to be
terminated. With respect to the second issue, the termination by
the Company of Bridge Associates, Torch could not on its own
terminate Bridge because Bridge was an implied condition of the
support provided the Company by Regions Bank and such termination
required the consent of Regions in order to avoid jeopardizing the
d.i.p. financing commitment. Additionally, such termination
required the consent of the bankruptcy court. Lastly, termination
of all of Torch's current bankruptcy counsel also required the
consent of the bankruptcy court. Moreover, to completely change
out Torch's bankruptcy counsel at this late date was totally
irresponsible, particularly in view of the district judge's
requirement for briefs to be submitted Thursday for her to rule
Friday on the unsecured creditor's request to overrule the
bankruptcy judge on the sale of Torch's vessels.

     I then asked you two why you were proposing these
terminations and was told by you that you believed the current
Torch professionals never properly represented your interests,
specifically with your requests to block the sale of the
vessels. I responded [*2] by pointing our that you two seemed to
be representing your own equity interests rather than being
concerned about all of the creditors as the Torch directors
were required to do once the Company was deemed to be insolvent.

     I might as well have saved my breath as my comments were
totally ignored and you two in rapid fire immediately approved the
three termination motions by your two affirmative votes versus my
one negative vote. You then offered up a fourth motion for the
Company to hire Stewart Peck as its bankruptcy counsel,
notwithstanding the fact that Peck had no comprehensive background
knowledge of what had transpired to date. Not surprisingly, this
resulted in another two to one vote.

     You two then adjourned the meeting.

     In view of this miscarriage of corporate governance, it is
obvious I can no longer act as an effective director, representing
the interests of all of Torch's creditors. Accordingly, I resign
my directorship in Torch effective at five o'clock Monday
afternoon, June 20th. Now the Company is solely in your control as
I join all of the other directors who have for various reasons
resigned.

                                 Sincerely,

                                 /s/ Richard J. Shopf

                                 Richard J. Shopf

CC:  George B. South III, King and Spalding
     Jan Hayden, Heller Draper
     Tony Schnelling, Bridge Associates
     Robert Fulton, Torch Offshore, Inc.

                          *   *   *

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., and Lawrence A. Larose, Esq., at King &
Spalding LLP, represented the Debtors when the company filed its
chapter 11 petitions.  When the Debtors filed for protection from
their creditors, they listed $201,692,648 in total assets and
$145,355,898 in total debts.


TRIM TRENDS: Gets Court OK To Hire Carson Fisher as Bankr. Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
gave Trim Trends Company, LLC and its debtor-affiliates permission
to employ Carson Fisher, P.L.C., as their general bankruptcy
counsel.

Carson Fisher will:

   a) advise the Debtors with regard to their duties and
      responsibilities as debtors-in-possession as required by the
      U.S. Bankruptcy Code;

   b) assist the Debtors in the preparation of their Schedules and
      Statements, financial statements, balance sheets and
      business plans;

   c) pursue any and all claims of the Debtors against third
      parties, including preferences fraudulent conveyances and
      accounts receivable;

   d) represent the Debtors with regards to any actions brought
      against them by third parties in their bankruptcy
      proceedings;

   e) assist the Debtors in their negotiations with their secured,
      unsecured and priority creditors, and assist in preparing a
      plan of reorganization and its accompanying disclosure
      statement and pursue confirmation of that plan and approval
      of that disclosure statement; and

   f) perform all other legal services that are necessary in the
      Debtors' chapter 11 cases.

Robert A. Weisberg, Esq., a Partner at Carson Fisher, is one of
the lead attorneys for the Debtors.  Mr. Weisberg discloses that
his Firm received a $150,000 retainer.

Mr. Weisberg reports Carson Fisher's professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Partners             $335 - $495
      Associate            $150 - $300
      Legal Assistants        $110
      Law Clerks               $95

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

Headquartered in Farmington Hills, Michigan, Trim Trends Company,
LLC, -- http://www.trimtrendsco.com/-- manufactures automobile
and light truck component parts for both original equipment
manufacturers and Tier 1 suppliers.  The Company and its debtor-
affiliates filed for chapter 11 protection on May 17, 2005 (Bankr.
E.D Mich. Case No. 05-56108).  When the Debtors filed for
protection from their creditors, they listed total assets of $65
million and total liabilities of $81 million.


TUBETEC: Can Access National's Cash Collateral Through August 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Tubetec, Inc., to use cash collateral
securing repayment of prepetition loans from National Bank of
South Carolina.

The Debtor will use the cash collateral to pay for necessary and
ordinary operating expenses.  Without access to the cash
collateral, the Debtor will be forced to halt operations, which
will result in loss of the going-concern value of the business.

National Bank asserts a claim on the Debtor's cash collateral on
account of a $10,000,000 loan, which is due and owing to the Bank.
The cash collateral is comprised of funds on hand and funds to be
received from the Debtor's manufacturing facility.

The Debtor will use the cash collateral in accordance with an
approved weekly budget from July 2 to August 31, 2005:

                               Week Ending
            --------------------------------------------------
            July 2    July 9     July 16     July 23   July 30
            ------    ------     -------     -------   -------
Net Cash    $3,546    $15,588    ($6,452)   ($67,505)  $23,216

Beginning  ($2,796)      $750    $16,318      $9,866  ($57,640)
Cash

Bank Loan   $25,970   $25,970    $25,970     $25,970   $25,970
Available

Ending Cash    $750   $16,318     $9,866    ($57,640) ($34,424)

                               Week Ending
            --------------------------------------------------
             August 6     August 13     August 20    August 27
             --------     ---------     ---------    ---------
Net Cash      $16,019       $10,734       $16,816     ($30,829)

Beginning    ($34,424)     ($18,333)      ($7,599)      $9,271
Cash

Bank Loan     $25,970       $25,970       $25,970      $25,970
Available

Ending Cash  ($18,333)     ($7,599)         $9,271    ($21,612)

To provide the lender with adequate protection required under 11
U.S.C. Sec. 363 for any diminution in the value of its collateral,
the Debtor will grant National Bank a replacement lien to the same
extent, validity and priority as the prepetition lien.  Tubetec
will also pay National $56,733 on July 29, 2005.

AFI International, LLC, and the IRS have asserted interests the
Debtor's cash collateral.  To protect their interests, AFI and the
IRS will be given replacement liens to the same extent, validitiy
and priority as their prepetition liens.

Headquartered in Sanford, Florida, Tubetec, Inc. --
http://www.tubetec.com/-- develops stainless steel fittings
for the pulp and paper industry.  The Company filed for chapter 11
protection on February 24, 2005 (Bankr. M.D. Fla. Case No.
05-01717).  Elizabeth A. Green, Esq., at Gronek & Latham, LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated $10
million to $50 million in assets and debts.


TUBETEC INC: Court Okays Additional $110,000 DIP Loan
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida in
Orlando granted Tubetec Inc.'s request to obtain $110,000 of
additional debtor-in-possession financing from the National Bank
of South Carolina.

                The National Bank DIP Financing

The Debtor secured a $300,000 DIP loan from National Bank on
April 27, 2005, to maintain its business and preserve the value of
its assets.  With the DIP loan, the Debtor resumed its normal
business operations.  The loan was slated to mature on June 12,
2005.

On June 7, 2005, the Debtor asked the Court for authority to
acquire another $110,000 in DIP Financing from National Bank.  The
Debtor disclosed that it will use the additional funds to cover
short-term operating expenses.

The Debtor also asked for permission to extend the maturity of the
first DIP loan from June 12, 2005 to August 31, 2005.  The Court
has allowed the extension and both DIP loans will mature on
Aug. 31, 2005.  National Bank's interest is secured by a first-
priority lien on the Debtor's real and personal property.

The Debtor and National Bank's loan agreement stipulates, among
other things, that:

     a. the $110,000 new loan will accrue interest 25 basis points
        over National Bank's floating prime rate.  NBSC will
        receive an $1,100 Loan Fee fully earned at the closing of
        the new loan.  Tubetech will make monthly interest
        payments on the new loan until the maturity date.

     b. Tubetec will continue to exercise its rights under the
        Bankruptcy Code to marshal its assets including, but not
        limited to, collecting all outstanding accounts receivable
        and exercising its rights to setoff.

     c. Tubetec will continue to make weekly accounting reports to
        NBSC as detailed in the Cash Collateral Order.

     d. Tubetec will continue to achieve not less that 75%
        of the weekly shipment forecast projected in the Budget.

     f. default conditions will include breach of any of the above
        covenants, a default under the Modified Cash Collateral
        Order, and other customary and typical commercial loan
        defaults; and

     g. expenses of the new loan including recording costs and any
        documentary or intangible tax, will be borne by the
        Debtor.

A copy of the Debtor's cash budget is available for free at
http://bankrupt.com/misc/tubetecbudget.pdf

Headquartered in Sanford, Florida, Tubetec Inc., --
http://www.tubetec.com/-- develops stainless steel fittings for
the pulp and paper industry.  The Company filed for chapter 11
protection on February 24, 2005 (Bankr. M.D. Fl. Case No.
05-01717).  Elizabeth A. Green, Esq., at Gronek & Latham, LLP,
represents the Debtor in its restructuring efforts.  The Debtor
reported $10 to $50 million in total assets and $10 to $50 million
in total debts when it sought protection from its creditors.


US AIRWAYS: Disclosure Statement Hearing Begins on Aug. 9, 2005
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
will convene a hearing August 9, 2005, at 9:30 a.m. (Eastern
Time), to consider approval of the disclosure statement explaining
US Airways, Inc., and its debtor-affiliates' plan of
reorganization.

At the hearing, the Court will find whether the Disclosure
Statement contains "adequate information" within the meaning of
Section 1125 of the Bankruptcy Code to enable a hypothetical
reasonable investor typical of holders of claims or interests of
the relevant class to make an informed judgment about the Plan.

Objections to the adequacy of the disclosure statement are due
August 2, 2005.

                      Overview of the Plan

As reported in the Troubled Company Reporter on July 6, 2005, the
Debtors will merge with America West Holdings Corporation, the
holding company for America West Airlines, Inc.  A new subsidiary
of Group will merge with and into America West, and America West
will become a subsidiary of Group.  Reorganized Group will issue
14,965,025 shares of New Common Stock to America West
stockholders.  Each share of America West Class A common stock
will be converted into the right to receive 0.5362 of a share of
New Common Stock.  Each share of America West Class B common stock
will be converted into the right to receive 0.4125 of a share of
New Common Stock.  Shares of America West common stock owned by
Group, America West or any of their respective subsidiaries, will
be canceled and retired without payment and will cease to exist.

The existing shareholders of America West will receive
approximately 39% of the New Common Stock of Reorganized Group.
The Plan Investors will invest at least $500,000,000 in New
Common Stock of Reorganized Group representing approximately 49%
ownership.  New Common Stock representing 12% of Reorganized
Group will be distributed to unsecured creditors.  Brian P.
Leitch, Esq., at Arnold & Porter, in Denver, Colorado, notes that
these percentages reflect the assumed stock ownership following
the Effective Date of the Plan and Merger.  The percentages are
subject to dilution from additional equity issuances, including
the Rights Offering and the exchange of convertible debt for New
Common Stock.

After the Effective Date, Reorganized Group will sell up to
3,500,000 shares of New Common Stock for $16.50 per share.
Reorganized Group will list the New Common Stock on the New York
Stock Exchange or the Nasdaq National Market System.

On the Effective Date, as consideration for conversion of the
bridge facility, forgiveness and release of USAI from certain
prepetition obligations, deferral of certain payment obligations
and amendments to future maintenance agreements, Reorganized USAI
will issue $125,000,000 in New Convertible Notes to General
Electric Capital Corporation or an affiliate, as designated by
GECC.  The Notes will be convertible at any time into shares of
New Common Stock of Reorganized Group at a conversion price equal
to the product of:

        (x) 140% to 150% (at USAI's option); and

        (y) the average closing price of New Common Stock for 60
            consecutive trading days following listing of the
            stock on an exchange.

The Convertible Notes' interest rate will be determined within 30
days of emergence.  Interest payments will be due semi-annually,
in arrears.  The Convertible Notes will mature in 2020.  USAI may
redeem the Convertible Notes after the fifth anniversary of
issuance in cash or in New Common Stock.  Holders may require
USAI to repurchase the Convertible Notes on the fifth and tenth
anniversary of issuance at 100% of principal, plus accrued and
unpaid interest.  The Debtors may redeem the Convertible Notes
with either cash or New Common Stock.  The Convertible Notes will
be senior unsecured obligations and will rank equal to all
existing and future unsecured senior obligations of Reorganized
USAI.  Reorganized Group will guarantee the Convertible Notes.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 97; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Wants Exclusive Plan Filing Period Stretched to Dec. 31
-----------------------------------------------------------------
USG Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend:

   * the period within which they have the exclusive right to
     file a plan of reorganization to and including December 31,
     2005; and

   * the period within which they have the exclusive right to
     solicit acceptances for that plan to and including March 1,
     2006.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the past six months have been
productive for the Debtors' Chapter 11 cases.  Progress has been
made on the most immediate objective of the cases at this
juncture, which objective is the resolution of the key issues at
the core of any confirmable plan of reorganization.  The key
issues require:

   (1) the estimation of the total amount of allowable asbestos
       personal injury claims; and

   (2) a determination of which entity is responsible for that
       potential liability.

Moreover, the Debtors also attest that they continue to make
progress in narrowing the issues on the asbestos property damage
claims.

Mr. Heath tells Judge Fitzgerald that the estimation process is
now in full swing, with District Judge Conti having indicated
that all discovery and other pretrial matters are to be concluded
by year-end so that the estimation hearings can commence shortly
after.  Likewise, the declaratory relief action before the
Bankruptcy Court, which action addresses the question of which
Debtor-entity is liable, is on a discovery schedule that is
likely to consume at least the next several months.

Under the circumstances, it should not be expected that any party
in the Debtors' bankruptcy cases is in a position even to suggest
the basic economic terms for a viable plan of reorganization, Mr.
Heath points out.  That statement is consistent with the Court's
prior statements that no plan should move forward until the
conclusion of estimation and the Declaratory Relief Action.

Yet, Mr. Heath notes, the next six months will be important for
advancing the parties toward the conclusion of the estimation and
the relief action.  During that period, the creditors will not be
at risk because the Debtors' businesses continue to perform at a
record pace, resulting in a growing estate in which the
stakeholders will share.

The Debtors also inform Judge Fitzgerald that as they have moved
forward on the asbestos issues, they have continued to operate
their businesses profitably and expect to continue to generate
significant cash from operations during the proposed extension of
their Exclusive Periods.

Accordingly, Mr. Heath asserts that there is every reason to
extend the exclusive periods as requested.  Mr. Heath assures the
Court that the Equity Security Holders Committee supports the
extension.

The Court will convene a hearing on August 29, 2005, to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2, the
Exclusive Periods are automatically extended through the
conclusion of that hearing.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/ -- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.


VENTAS INC: Inks $85 Million Leases with Capital Senior Living
--------------------------------------------------------------
Ventas, Inc. (NYSE: VTR) agreed to acquire and lease six seniors
housing assets to subsidiaries of Capital Senior Living Corp.
(NYSE: CSU) in a transaction valued at $85 million.

"This transaction advances Ventas's strategy of expanding its
diverse portfolio of healthcare and seniors housing assets with
high quality facilities operated by experienced care providers
such as Capital Senior Living," said Debra A. Cafaro, Chairman,
President and Chief Executive Officer of Ventas.  "Adding another
important relationship to our existing tenant base should provide
Ventas with additional growth opportunities in the future."

Ventas expects to acquire the six primarily independent living
assets for a cost of $85 million, which represents $89,000 per
unit and $71,000 per bed.  The seller will be a joint venture
between Capital Senior Living and an institutional private equity
firm. Capital Senior Living currently manages those facilities for
the joint venture. The assets contain approximately 950 units and
1,200 beds. They are located in mostly suburban markets in six
states, and are all private pay, non-government reimbursed
facilities.

When Ventas acquires the assets, they will be leased to
subsidiaries of Capital Senior Living. The triple-net operating
leases with Capital Senior Living will have an initial cash yield
of 8%, which is expected to escalate at an average of 2.5% per
year over the life of the leases. If these annual escalations are
achieved, Ventas's unlevered yield will be 9% over the initial
ten-year base term of the leases. A subsidiary of Capital Senior
Living, Capital Senior Living Properties, Inc., will guarantee the
leases. Ventas expects the EBITDAR (earnings before interest,
taxes, depreciation, amortization and rent) to rent coverage on
the portfolio to exceed 1.2:1x, upon stabilization and
repositioning of one of the acquired assets, which should occur in
the next six to twelve months.

Successful completion of the transaction is subject to
satisfaction of certain conditions, including lender and
regulatory approvals and other customary closing conditions. The
portfolio currently is encumbered by $44 million in mortgage debt
bearing interest at a blended, fixed annual rate of 7%, as well as
$7 million of floating-rate debt to be retired at closing.
Although Ventas expects to complete the transaction in the third
quarter of 2005, there can be no assurance that the transaction
will occur or, if so, when the closing will occur.

Capital Senior Living is one of the nation's largest operators of
residential communities for senior adults. It emphasizes a
continuum of care, which integrates independent living, assisted
living and home care services, to provide residents the
opportunity to age in place. Capital Senior Living currently
operates 54 senior living communities in 20 states with an
aggregate capacity of approximately 8,700 residents. In those
communities, 84 percent of residents live independently and 16
percent of residents require assistance with activities of daily
living.

Ventas, Inc. -- http://www.ventasreit.com/-- is a leading
healthcare real estate investment trust that owns and invests in
healthcare and senior housing assets in 41 states.  Its properties
include hospitals, skilled nursing facilities and assisted and
independent living facilities.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 15, 2005,
Moody's Investors Service affirmed the ratings of Ventas, Inc.,
and its affiliates following the announcement that Ventas and
Provident Senior Living Trust have decided to merge.  The
transaction, valued at $1.2 billion, will be funded by Ventas
common stock, the assumption of debt and cash.  Provident is an
unlisted senior living REIT that owns 68 independent and assisted
living facilities in 19 states.

These ratings were affirmed, with a positive outlook:

Ventas Realty Limited Partnership:

   * Senior debt at Ba3
   * senior debt shelf at (P)Ba3
   * subordinated debt shelf at (P)B2

Ventas, Inc.:

   * Preferred stock shelf at (P)B2

Ventas Capital Corporation:

   * senior debt shelf at (P)Ba3
   * subordinated debt shelf at (P)B2

Ventas, Inc. [NYSE: VTR] is a health care real estate investment
trust that owns:

   * forty long-term acute care hospitals,
   * 201 nursing facility,
   * thirty assisted and independent living facilities,
   * eight medical office buildings, and
   * eight other health care assets, in 39 states.


WEBSTER SHEET: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Webster Sheet Metal, Inc.
        13831 South Kostner Avenue
        Crestwood, Illinois 60445
        Tel: (708) 371-1470

Bankruptcy Case No.: 05-26649

Type of Business: The Debtor is a full service metal
                  fabrication shop, providing sheet
                  metal and plate fabrication,
                  including shearing, press brake
                  forming, rolling, CNC plasma cutting,
                  welding, fabrication of assemblies,
                  and prototype design and construction.
                  See http://www.webstersheetmetal.com/

Chapter 11 Petition Date: July 5, 2005

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Richard D. Lutkus, Esq.
                  Carroll & Truesdale, P.C.
                  11516 West 183rd Street, Suite Northeast
                  Orland Park, Illinois 60467
                  Tel: (708) 633-9300
                  Fax: (708) 478-8227

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


WESTPOINT STEVENS: Gets Court Nod to Sell Longview Property
-----------------------------------------------------------
As previously reported, Catawba County asked the U.S. Bankruptcy
Court for the Southern District of New York to deny WestPoint
Stevens, Inc., and its debtor-affiliates' request to approve the
sale of the Longview Property.  At a minimum, the Court should
require that taxes in the modest sum of $5,600 be escrowed pending
the resolution of the dispute.

                        Sale Agreement

The Debtors reached an agreement with Industrial Realty for the
sale of the Longview Property.  The Purchaser agrees to pay the
Debtors $2,850,000 for the property, $25,000 of which has been
paid as a deposit upon execution of the Sale Agreement.  The
balance of the purchase price will be paid at the closing.

In the event the Debtors default on the full and timely
performance of any obligations under the Sale Agreement for any
reason other than the Purchaser's default, the deposit will be
returned to the Purchaser and the Sale Agreement will terminate.
If the Purchaser fails to consummate the purchase of the Longview
Property, and the conditions to the Purchaser's obligations have
been satisfied, the Debtors may retain the deposit, that amount
being agreed on as liquidated damages for the failure of the
Purchaser to perform its duties, liabilities, and obligations
under the Sale Agreement.

Scott Markowitz, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
in New York, tells the Court that the facility in Longview, North
Carolina, that the Debtors want to sell is part of Catawba
County.  According to Mr. Markowitz, Catawba imposes a real
property deed transfer tax of $2 per $1,000.  To the extent the
Debtors seek to obtain an exemption from the tax, Catawba objects.

Catawba believes that the relatively modest sale is not integral
to the anticipated confirmation of a Chapter 11 plan for the
Debtors.  Thus, the sale should not qualify for tax exemption
under Section 1146(c) of the Bankruptcy Code.  Section 1146(c)
provides that:

    The issuance, transfer, or exchange of a security, or the
    making or delivery of an instrument of transfer under a plan
    confirmed under section 1129 of this title, may not be taxed
    under any law imposing a stamp tax or similar tax.

*   *   *

The Court approves the Debtor's motion.

The Parties have resolved Catawba County's objection by an
agreement set forth on the record at the hearing.

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


WINN-DIXIE: Hires Hilco & Gordon Brothers as Liquidating Agents
---------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates anticipate that
many of the bidders for the stores they intend to sell will
purchase the stores' existing merchandise as well as furniture,
fixtures and equipment.

However, to the extent that a purchaser does not want to purchase
the Merchandise and furniture, fixtures and equipment or the
Debtors are unable to sell a Targeted Store to a grocer, the
Debtors will need to promptly sell the Merchandise and FF&E to
obtain value for their estates.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, maintains that the Debtors need to promptly surrender
the Closing Store to the purchaser or, upon rejection of the
lease, to the applicable landlord, as soon as feasible.  Any
unnecessary delay may cause the Debtors to incur additional
administrative obligations in the form of rent and other
overhead, without providing any corresponding benefit to the
detriment of all creditors.

In this regard, the Debtors seek authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Hilco Merchant Resources, LLC, and Gordon Brothers Retail
Partners, LLC, to assist them in liquidating the Merchandise &
FF&E at the Closing Stores.

In addition, the Debtors ask the Court to:

    (a) approve an Agency Agreement with the Agent and authorize
        the Debtors and the Agent to take all actions contemplated
        by the Agreement;

    (b) discontinue operations at the Closing Stores other than to
        sell the Merchandise and FF&E; and

    (c) sell the Merchandise and FF&E at the Closing Stores free
        and clear of liens, claims and interests.

Mr. Baker asserts that the Agency Agreement provides the Debtors
with the opportunity to dispose of the Merchandise and FF&E and
to maximize the sale proceeds.  The material terms of the Agency
Agreement include:

    A. Agent's Fee.  As compensation for the services being
       provided, the Agent will be entitled to a fee equal to (i)
       $4,500 per store, plus (ii) 10% of the amount of net
       proceeds (gross proceeds less expenses) of sale between
       43.25% of retail value of Merchandise sold and 44.25% of
       retail value of Merchandise sold; plus (iii) 20% of the
       amount of net proceeds of sale between 44.25% of retail
       value of Merchandise sold and 45.25% of retail value of
       Merchandise sold; plus (iv) 30% of the amount of the net
       proceeds of sale exceeding 45.25% of retail value of
       Merchandise sold.

    B. FF&E Fee.  The Debtors may elect, on a store-by-store
       basis, to have the Agent dispose of the FF&E at the Closing
       Stores.  If the Debtors make an election for a Closing
       Store, the fee payable to the Agent with respect to the
       FF&E will be (i) $2,250 per Closing Store, plus (ii) 15% of
       the amount by which the net sale proceeds of the FF&E
       exceed $50,000 per store.

    C. Control of Proceeds.  All cash proceeds from the sale will
       be handled in accordance with the Debtors' normal cash
       management procedures.

    D. Final Reconciliation.  Within 60 days after the end of the
       sale, the Agent and the Debtors will jointly prepare a
       final reconciliation including, without limitation, a
       summary of Proceeds, taxes, expenses, and any other
       accountings required.  Within five days of completion of
       the Final Reconciliation, (i) any undisputed and unpaid
       expenses will be paid by the Debtors and(ii) any portion of
       the Agent's fee related to a Closing Store for which there
       is no disputed amount will be paid by the Debtors to the
       Agent.

    E. Sale Expenses.  All expenses of the sale will be borne by
       the Debtors consistent with an expense budget to be agreed
       to between the Agent and the Debtors.

    F. Vacating the Stores.  The sales under the Agency Agreement
       will commence immediately after entry of Court order
       approving the Agreement and continue until September 15,
       2005; provided that the sale of the FF&E at each store will
       continue until September 30, 2005.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Revises Employee Retention Programs as a Compromise
---------------------------------------------------------------
As previously reported, Winn-Dixie Stores, Inc., and its debtor-
affiliates seek authority from the U.S. Bankruptcy Court for the
Middle District of Florida to implement two employee programs:

   (a) An expanded key employee retention plan tailored to the
       Debtors' retention needs during the course of their
       Chapter 11 cases, which will replace their existing
       retention plan and provide for periodic retention payments
       to certain key employees; and

   (b) A severance program covering all employees, which will
       formalize the Debtors' severance practices under a
       comprehensive program while eliminating any enhanced
       severance benefits upon a change in control or other
       severance entitlements pursuant to any preexisting
       arrangement.

                            Responses

(1) U.S. Trustee

The United States Trustee for Region 21 contends that the
proposed benefits under the Chapter 11 Retention Plan and the
Corporate Benefits Severance Program are excessive and
discriminate in favor of top-level management employees.

The U.S. Trustee is aware that changes have resulted based on
negotiations with the Official Committee of Unsecured Creditors
to both the Chapter 11 Retention Plan and the Corporate Benefits
Severance Program.

The U.S. Trustee is in the process of reviewing the negotiated
changes made to the Chapter 11 Retention Plan and the Corporate
Benefits Severance Program.

The U.S. Trustee preserves her right to amend the objection after
reviewing the negotiated changes to the Chapter 11 Retention Plan
and the Corporate Benefits Severance Program.

(2) Richard Ehster

According to the Debtors' statement of financial affairs, during
the one-year prior to the Petition Date, they gave bonuses and
contingent cash payments to insiders:

                        Bonus and        Total Earnings
                        Contingent       Including Bonus and
     Insiders           Cash Payment     Contingent Cash Payment
     --------           ------------     -----------------------
     Laurence Appel      $272,224              $887,844
     David Henry          214,948               719,115
     Richard Judd         455,868               864,639
     Frank Lazraan      3,172,583             8,380,925
     Peter Lynch        1,545,000             1,785,245
     Mark Matta           386,468             1,415,366
     Richard McCook        44,957             2,095,599
     Paul Novak           286,998               722,609
     Bennett Nussbaum     632,849             1,211,515
     Karen Salem          344,541               701,969
     Dennis Sheehan                           1,206,499
     John Sheehan         202,400               797,845

Furthermore, the Debtors' corporate benefits severance program
will provide for severance benefits for each of the Debtors'
executives and employees during the Chapter 11 case.  According
to the Debtors, "assuming a worst case scenario in which all
stores are closed and all executives and employees are
terminated, the estimated maximum cost of the corporate severance
benefit program will be $119,624,611.80 . . ."  Under the
program, the vast majority of the employees will receive between
$100 and six weeks' salary as severance benefits.  The Chief
Executive Officer and Vice Presidents will receive between one
and three times annual salary plus target bonus.

Richard Ehster contends that the Debtors' proposal for bonus and
severance payments violates virtually every restriction under the
Bankruptcy Abuse Prevention and Consumer Protection Act of 2005.
Among other things, a "retention payment" to an insider requires
a finding by the court based on evidence in the record that:

   a. the person has a bona fide job offer from another business
      at the same or a greater rate of compensation;

   b. the services of the person are essential to survival of the
      business; and

   c. in no event may the proposed payment exceed 25% of the
      amount of any similar transfer made to the insider for any
      purpose during the calendar year before the year in which
      the transfer is made.

Similarly, the Debtors' proposal fails to satisfy the limitations
imposed on severance payments.  The amount of the payment to
insiders may not exceed 10 times the amount of the mean severance
pay given to non-management employees during the calendar year in
which the payment is made.

(3) Trade Vendors

In light of the current posture of the proceedings and the
Debtors' business operations, 13 Trade Vendors have inquired as
to the position of the Official Committee of Unsecured Creditors
on the Motion.  The Trade Vendors hope to obtain a response and
understand that further details may be provided by the Debtors.

The Trade Vendors are:

   * The Clorox Sales Co.,
   * ConAgra Foods, Inc.,
   * Conopco, Inc.,
   * Frito-Lay, Inc.,
   * General Mills Inc.,
   * Kraft Foods Global, Inc.,
   * Masterfoods USA, a division of Mars, Inc.,
   * Nestle USA, Inc.,
   * Pepsi Bottling Group,
   * The Procter & Gamble Distributing Co.,
   * Quaker Sales & Distribution, Inc.,
   * Sara Lee Corporation, and
   * S. C. Johnson & Son, Inc.

(4) Michael E. Nixon

Michael E. Nixon, a former employee of Winn-Dixie Stores, Inc.,
objects to the Debtors' paying $13 million in retention bonuses.
The largest pay-out, Mr. Nixon says, will be made to individuals
on the management team who played a role in driving the Debtors
in Chapter 11 in the first place.

According to Mr. Nixon, it does not make sense that the
management team has to have consultants guiding them through
Chapter 11, but Winn-Dixie cannot afford to lose anyone on the
team while they are being guided through Chapter 11.

Mr. Nixon cites the new bankruptcy law that goes into effect in
October 2005.  "I understand, under the new law, retention
bonuses are restricted to the point that to qualify for one, an
individual has to have documented proof of another offer," Mr.
Nixon notes.  "I believe Congress enacted this law for a good
reason.  It is the right thing to do."

Mr. Nixon asks the Court to deny retention bonuses for a
management team that has a track record of poor performance.

(5) Richard Soloway

Richard Soloway, a 69-year old retired, former Winn-Dixie
employee, is concerned that his small SRP Benefits are in danger
of being wiped out by the Debtors' bankruptcy.

"I am appalled that Winn-Dixie wants to set aside this huge
amount of money to retain key executives, so that these
executives will help turn the company around," Mr. Soloway says.
"These are the same key executives that . . . contributed to the
downfall of the company."

Mr. Soloway believes that the Debtors should use the funds to
help save retiree benefits instead.

                        Debtors Compromise

The Debtors make modifications and clarifications to the Chapter
11 Retention Plan and the Severance Program as a result of
negotiations with the Committee and efforts to accommodate the
concerns raised by other parties-in-interest.

A. Retention Plan

The Chapter 11 Retention Plan originally provided for payment of
retention incentives to participating key employees ranging from
25% to 150% of their annual salaries.  Under the modified Chapter
11 Retention Plan, the proposed Retention Incentive of 150% of
annual salaries will be reduced to 100% of annual salaries.

Retention Incentives would be paid according to this schedule:

   (a) 25% paid upon approval of the Chapter 11 Retention Plan by
       the Court;

   (b) 25% paid on November 15, 2005;

   (c) 25% paid on the earlier of:

          (i) the date of confirmation of a plan of
              reorganization in the Debtors' cases; or

         (ii) March 15, 2006; and

   (d) 25% paid 90 days following the effective date of a
       confirmed plan of reorganization in the Debtors' Chapter
       11 cases.

Under the modified Chapter 11 Retention Plan, the Debtors' plant
managers would receive Retention Incentives equal to 20 weeks' of
their salaries.  Payment of the Retention Incentives to the Plant
Managers would occur according to this schedule:

   (a) 25% paid upon approval of Chapter 11 Retention Plan by the
       Court; and

   (b) 75% paid upon the Plant Managers' termination by the
       Debtors without cause.

Under the modified Chapter 11 Retention Plan, the Debtors would
not provide Retention Incentives for future hires, provided that
the Debtors would retain the right to seek approval to pay
incentives after good faith consultation with the Committee and
the Lenders to the DIP Agreement.

The Debtors would further reduce the cost of the modified Chapter
11 Retention Plan by $300,000 but would retain discretion in
determining how those reductions are allocated.

The Debtors estimate that total payments would not exceed
$12,177,093.

The rights to payment of Key Employees would be subordinate to
the Lenders' liens, claims and rights to payment under the DIP
Facility.

B. Corporate Benefits Severance Program

Severance benefits for Key Employees have been modified:

    Key Employee             Severance Benefit
    ------------      ---------------------------------------
    CEO               2 x (annual base salary + target bonus)

    Senior VP         1.5 x annual base salary only

    VPs               1 year's annual base salary only

Furthermore, the severance benefits of employees in tiers 5
through 10 would be paid under a supplemental unemployment
benefits plan.

The Plant Managers Severance Benefits would be equal to the
greater of (i) 4 weeks' salary and (ii) 1 week's salary per year
of service with a maximum of 12 weeks' salary, each subject to
the terms of the SUB Plan and any limitations and requirements
imposed by the Internal Revenue Service on those plans.

Payment of severance benefits would take the form of:

   (a) a lump sum cash payment for those employees in tiers 1
       through 4 and tier 11; and

   (b) salary continuation for those employees listed in tiers 5
       through 10.

The modified Corporate Benefits Severance Program would remain in
place through the first anniversary of the effective date of a
confirmed plan of reorganization in the Debtors' Chapter 11
cases.

Until final Retention Incentive payments have been made under the
Chapter 11 Retention Plan, any severance benefit payable to a Key
Employee -- except for severance benefits payable to Plant
Managers -- would be reduced by the amount of Retention Incentive
payments that the Key Employee has actually received under the
Chapter 11 Retention Plan.  However, after final Retention
Incentive payments under the Chapter 11 Retention Plan have been
made, payment of severance benefits to Key Employees would not be
offset against Retention Incentives paid to those employees.

The estimated maximum cost of the modified Corporate Severance
Benefits Program would be $113,873,920.

The rights to payment of any employees or any other person under
the Corporate Benefits Severance Plan would be subordinate to
Lenders' liens, claims and rights to payment under the DIP
Facility.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: July 14 Deadline to Bid on 323 Store Locations
----------------------------------------------------------
Since filing for bankruptcy protection, Winn-Dixie Stores, Inc.,
and its debtor-affiliates and their financial advisors have
continued to analyze all of the Debtors' stores, including
each store's market share, cash flow, profitability, real estate
quality and financial outlook.  Based on this analysis, the
Debtors have identified 323 stores, which are located in core
market areas but remain unprofitable and should be sold or
closed.

A schedule identifying each of the 323 stores the Debtors want to
sell or close, together with a summary description of the
relevant lease, the lease term, and the identity of the landlord
is available for free at:

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

A schedule reflecting the inventory available for purchase at
each of the Targeted Stores is available for free at:

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

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, tells the Court that when the Targeted Stores are sold
or closed, the Debtors will operate a total of 589 stores in
Florida, Alabama, Louisiana, Mississippi and Georgia.  The
Debtors believe that this strategic restructuring will best
position them for long-term financial health.

Since the Petition Date, the Debtors have extensively marketed
the Targeted Stores with the purpose of selling rather than
closing the stores.  The Debtors have retained three brokerage
companies to assist them in these marketing efforts, each of
which has its own area of marketing expertise:

    * The Blackstone Group has and will continue to market the
      Targeted Stores to other national grocery chains;

    * The Food Partners has and will continue to market the
      Targeted Stores to smaller grocers; and

    * DJM Asset Management has and will continue to market the
      Targeted Stores to non-grocers.

Mr. Baker relates that since being retained, these brokers have
directly contacted over 500 potential purchasers.

On April 26, 2005, the Debtors established an Internet Web site
as a part of their efforts to market the Targeted Stores.
Potential purchasers may access the Merrill Site after signing a
confidentiality agreement.  The Merrill Site contains information
on each of the Targeted Stores, including financial performance
information, copies of the applicable leases and amendments, a
site and fixture plan for each store, a summarized environmental
assessment, a form asset purchase agreement and a proposed sale
order, and, when available, real property title information.

                   79 Preliminary Sale Agreements

As of June 30, 2005, the Debtors have received bids from national
grocery chains and smaller grocers, regarding 79 of the Targeted
Stores.  Many of the Enterprise Purchasers bid on groups of
stores and many of these groups overlap.  The Debtors and their
financial advisors have analyzed the bids, consulted with the
legal and financial advisors to the Official Committee of
Unsecured Creditors and Wachovia Bank, National Association, in
its capacity as administrative agent and selected 20 of these
bidders as stalking horse Enterprise bidders.

A schedule identifying each Stalking Horse Enterprise Bid,
together with a summary of their bid terms is available for free
at:

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

The Debtors will provide each landlord who has a lease with a
Stalking Horse Enterprise Bid with a copy of the bid by
electronic or overnight delivery.  In connection with any bid,
the landlord will receive the proposed purchase agreement and a
declaration regarding financial performance.

Accordingly, the Debtors seek the Court's authority to sell the
Targeted Stores to an Enterprise Purchaser for the highest or
best offer.  For each of the Targeted Stores with a Stalking
Horse Enterprise Bid, the Debtors seek the Court's authority to
sell the Targeted Store and assume and assign the relevant lease
to the identified Stalking Horse Enterprise Bidder, subject to a
higher or better offer.  For each of the Targeted Stores with no
Stalking Horse Enterprise Bid, the Debtors seek the Court's
authority to sell the Targeted Store and assume and assign the
applicable lease for the highest or best offer, which the Debtors
receive from Enterprise Purchasers at or before the Auction.  If
no bid is received from an Enterprise Purchaser for any one or
more Targeted Stores, the Debtors will withdraw the motion as to
the Targeted Stores and may continue to market the stores.

                    Bidding & Auction Procedures

In the marketing process and Auction, the Debtors will comply
with the Court-approved bidding procedures.  Any bidder who wants
to submit a competing bid, or, if no bid has been made as to a
particular asset, an initial bid on any Targeted Store, must do
so by 5:00 p.m. E.T. on July 14, 2005.  A qualified bidder must
execute an asset purchase agreement.

The Purchase Agreement provides for the assumption and assignment
of the relevant lease to the Purchaser.  The Debtors will pay any
undisputed cure amount due at closing.  A list containing the
cure amounts that the Debtors believe are owed is available for
free at:

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

Landlords who dispute the cure amount or other proposed cure for
their lease or contract must file with the Court and serve on the
Debtors an objection on or before July 14, 2005.

The Debtors will hold an Auction on July 18 and 19, 2005, at
10:00 a.m. E.T. at the offices of Skadden, Arps, Slate, Meagher &
Flom LLP, in Times Square, New York.

At the conclusion of the Auction, the Debtors will determine,
after consultation with the DIP Lender Agent Representatives and
the Committee's professionals, which, if any, is the highest or
best offer by an Enterprise Purchaser for any particular store or
group of stores.  The Debtors will file the proposed purchase
agreement for each Successful Enterprise Bid and serve within 24
hours of the conclusion of the Auction a copy of the proposed
purchase agreement and a declaration regarding adequate assurance
of future performance on:

      (i) the landlord for the relevant store;
     (ii) the Committee's Professionals;
    (iii) the U.S. Trustee; and
     (iv) the DIP Lender Agent Representatives.

A hearing to approve the Successful Enterprise Bid(s) will be
held on July 27, 28 or 29, 2005.  The Debtors may continue to
market all unsold Targeted Stores.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WORLDCOM INC: Court Approves Touch America Settlement Agreement
---------------------------------------------------------------
WorldCom, Inc., its debtor-affiliates, Touch America Holdings,
Inc., and its affiliates were parties to certain agreements
pursuant to which both parties provided telecommunications
services to each other.  The WorldCom Contracts included a Systems
and Capacity Agreement dated May 21, 1996, as amended.

On June 19, 2003, Touch America and its affiliates filed voluntary
Chapter 11 petitions in the United States Bankruptcy Court for the
District of Delaware.

                        WorldCom's Claims

WorldCom filed Claim No. 202 in the Touch America Debtors'
bankruptcy cases, asserting a prepetition unsecured claim for
$3,133,237, allegedly owed by Touch America under the WorldCom
Agreements.

On December 16, 2003, the WorldCom Debtors sought the Court's
authority to set off amounts they owed to Touch America against
the amounts owed by Touch America to them.

The WorldCom Debtors asserted that Touch America owed them more
than $1,134,041 on account of an administrative claim for
postpetition services they provided to Touch America.  Thus, on
March 26, 2004, the WorldCom Debtors asked the Delaware Court to:

    (a) lift to automatic stay to terminate contracts for
        postpetition defaults; and

    (b) compel immediate payment of the administrative expense
        claim in the Touch America cases.

                      Touch America's Claims

The Touch America Debtors filed two proofs of claim in the
WorldCom bankruptcy cases:

    -- Claim No. 22581 for $954,203, for telecommunications
       services rendered by the Touch America Debtors to the
       WorldCom Debtors pursuant to the Systems and Capacity
       Agreement; and

    -- Claim No. 23460 in an unliquidated amount as the assignee
       of Qwest Communications Corp. under a certain
       telecommunications agreement between Qwest and WorldCom.

Brent C. Williams, the plan trustee for the Touch America
Holdings Liquidating Trust, also asserted that MCI, Inc., as
successor-in-interest to WorldCom, owes approximately $895,964 to
Touch America on account of postpetition services under the
Systems and Capacity Agreement.

On November 12, 2004, the Touch America Plan Trustee asked the
New York Court to compel payment of the cure claim.

The Touch America Plan Trustee asserted that the Systems and
Capacity Agreement was assumed pursuant to the WorldCom Plan of
Reorganization.  Thus, on November 12, 2004, the Plan Trustee
asked the New York Court to compel payment of the cure claim.

MCI objected to the Touch America Debtors' prepetition claims.

To resolve their disputes, MCI and the Plan Trustee stipulate and
agree that:

    (a) The Plan Trustee will pay $1.1 million to MCI by wire
        transfer to Bank One, Account No. 5800501;

    (b) Upon the Delaware Court's final approval of the
        Settlement, in the Touch America cases:

           * The MCI Setoff Motion will be deemed withdrawn;

           * The Plan Trustee's limited objection to MCI's claims
             will be deemed resolved;

           * WorldCom Claim No. 202 will be deemed withdrawn,
             with prejudice; and

           * WorldCom's Administrative Claim Motion will be deemed
             withdrawn, with prejudice.

    (c) In the WorldCom cases:

           * The Touch America Motion to Compel will be deemed
             withdrawn;

           * The MCI Claims Objections will be deemed resolved;
             and

           * The Touch America Prepetition Claim will be deemed
             withdrawn, with prejudice.

Judge Gonzalez approves the parties' stipulation.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


W.R. GRACE: Gets Court OK to Contribute $1.3MM to Chattanooga Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave seek
W.R. Grace & Co. and its debtor-affiliates permission to to make a
$1,306,615 one-time contribution to meet their obligations to
amend and increase benefits under the Chattanooga Union Pension
Plan, in accordance with a "reopener clause" that is part of their
collective bargaining agreement with the Chattanooga Union.

As reported in the Troubled Company Reporter on June 17, 2005, at
its production site in Chattanooga, Tennessee, W.R. Grace &
Co.-Conn., Grace Davison, manufactures raney catalyst, rare earth
chemicals and other products.  The rare earth chemicals produced
at Chattanooga are used as raw materials in the manufacture of
fluid cracking catalysts and additives at the Debtors' Davison
plants in Lake Charles, Curtis Bay and Valleyfield (Canada).  The
Chattanooga site employs 80 hourly and salaried employees, which
is approximately 8.5% of Davison's workforce in the United
States.

United Steelworkers of America, Local 14087, currently represents
50 of the hourly employees at Chattanooga.  The Chattanooga Union
has represented the hourly workforce since the late 1950s.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, explained that the
Chattanooga Union Pension Plan is a defined-benefit pension plan,
which satisfies the qualification requirements under Section
410(a) of the Internal Revenue Code.  The "plan year" applicable
to the Plan is a calendar year.  The Chattanooga Plan is funded
with employer contributions, in accordance with Section 412 of
the Internal Revenue Code, and therefore does not require
employee contributions.  Moreover, the Plan is a "flat-dollar
unit benefit plan," which provides a specific dollar amount for
each year of service, commencing at age 62, which is paid in the
form of an annuity over the life of the retired employee.

As of January 1, 2005, the estimated "current liability" under
the Chattanooga Union Pension Plan totaled $3,629,000, and the
"actuarial value" of plan assets totaled $2,790,000.  In
addition, the "market value" of plan assets totaled $2,960,000.

Ms. Jones stated that under the currently applicable benefit
formula, an eligible Chattanooga Employee would be entitled to a
$38 lifetime annuity, commencing at age 62, for each year of
eligible service under the Chattanooga Union Pension Plan.

Ms. Jones related that while negotiating with the Chattanooga
Union in May 2004, the Debtors realized that the Union was
unlikely to enter into a final agreement with them that would
preclude the possibility of a strike, unless they committed to
increase pension benefits under the Chattanooga Union Pension
Plan.  The Debtors did not wish to agree to increase pension
benefits at Chattanooga at that time, but they also wanted to
reach a final agreement that would eliminate the possibility of a
strike.  The Debtors addressed the Union's pension demand by
agreeing to the Chattanooga Reopener, without any commitment to
increase pensions at that time.  The final result was the 2004
Chattanooga Union Agreement, which is a four-year agreement that
includes a "no strike" clause and the Chattanooga Reopener.

Under the Chattanooga Reopener, the Chattanooga Union has the
authority to require an increase in the monthly pension benefits
from $38 to $50 per year of service under the Chattanooga Union
Pension Plan, representing a 31.5% increase in exchange for a
simultaneous decrease in hourly wages equal to $0.89 per hour.
The Debtors estimate that the Wage Reductions will save them
approximately $130,000 per year in wages.

The Chattanooga Union has already informed the Debtors of its
intention to exercise its authority under the Chattanooga
Reopener.

For them to implement the pension increases under the Chattanooga
Reopener, the Debtors are required to make a contribution to the
Chattanooga Union Pension Plan for $1,306,615, not later than
September 15, 2005, pursuant to Section 401(a)(33) of the
Internal Revenue Code.

Ms. Jones informed the Court that the exact amount of the Required
Contribution was calculated by the actuary of the Chattanooga
Union Pension Plan.  At this time, the actuary of the Chattanooga
Pension Plan estimates that, to comply with the funding
requirements, the Debtors will not be required to make any
additional minimum contributions during 2005 or 2006, if the
$1,306,615 Contribution is made on a timely basis during 2005.
The funds that will be used to pay the Required Contribution will
not be drawn from the Debtors' DIP Credit Facility, but rather
from currently available cash and from non-debtor affiliates.

The Debtors believe that failing to implement the pension benefit
increases under the Chattanooga Reopener, in exchange for the
Wage Reductions, would result in labor discord and morale
problems at Chattanooga, which in turn would result in lost
productivity.

Ms. Jones pointed out that Section 401(a)(33) of the Internal
Revenue Code generally prohibits the adoption of any amendment to
increase or enhance benefits under a defined benefit pension
plan, during the period that the employer is a debtor in a
bankruptcy case, unless the amendment would have a funded current
liability percentage of 100% or more.

The Funded Exception would apply to the pension increases under
the Chattanooga Reopener if the Debtors make the Required
Contribution on time.  In that case, under Section 412(c)(10) of
the Internal Revenue Code, the Required Contributions would be
deemed to have been made on December 31, 2004, for purposes of
calculating the "funded current liability percentage" under the
Funded Exception, for the 2004 plan year.  The pension increases
under Chattanooga Reopener would be adopted effective on or after
January 1, 2005, and, as of adoption, the Funded Exception would
be satisfied for the Chattanooga Union Pension Plan.

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


* Alvarez & Marsal Expands Asian Operations
-------------------------------------------
Alvarez & Marsal, one of the world's premier professional services
firms specializing in operational and financial turnaround
management and restructuring, announced that Cos Borrelli, Kelvin
Flynn, and Neill Poole will be joining the firm as Managing
Directors and will form the core leadership team for Alvarez &
Marsal Asia Limited.  The trio will also be joined by their entire
80 strong team formerly of RSM Nelson Wheeler Corporate Advisory
Services Limited from offices based in Hong Kong and Singapore.
RSMNW CASL is one of the region's leading corporate recovery and
restructuring, insolvency, forensic accounting and advisory firms.

Established for more than ten years in Asia, the team has
extensive advisory experience across Hong Kong, Singapore, China,
Japan, Korea, Philippines, Taiwan, Malaysia and Thailand.  It has
successfully worked on some of the region's high-profile corporate
distress and dispute situations and has a proven track record in
establishing, negotiating and delivering restructuring
arrangements and provision of forensic accounting and expert
witness testimony across a wide range of industries.

Alvarez & Marsal, founded in 1983, is a leader in providing
turnaround and interim management, corporate and creditor advisory
services in the US and Europe.  This major expansion in Asia
provides the firm with comprehensive global coverage and gives
clients access to experienced resources on a global basis.

Tony Alvarez, Co-founder of Alvarez & Marsal, commented, "It is
clear that the appetite for independent and experienced turnaround
management services in Asia is set to grow strongly, and Alvarez &
Marsal is now well suited to meet these emerging needs.  Our
decision to bring on such a highly recognized and experienced
leadership group such as Kelvin, Cos, Neill and their team
provides Alvarez & Marsal with a unique opportunity to position
ourselves as the global leader in this area."

Alvarez & Marsal's expansion into Asia reflects a change in the
market place for insolvency and restructuring services and, in
particular the increasing conflicts arising from Sarbanes-Oxley
legislation requirements for greater corporate governance and
independence.  Asian companies are increasingly recognizing the
benefit of the early intervention crisis management and profit
improvement services offered by the firm.

Kelvin Flynn, Managing Director added, "This strategic decision to
join Alvarez & Marsal reflects our view that the traditional
insolvency and restructuring business in Asia has shifted.  We are
more than just liquidators.  Increasingly we are getting involved
in turnaround and operational restructurings, and combining our
local knowledge and experience with Alvarez & Marsal's service
lines and global reach makes a great deal of sense for us and our
clients.

Cos Borrelli, Managing Director added, "Moving our operations into
Alvarez & Marsal will not only increase the firm's international
presence, but will enable us to better serve our US and European
headquartered clients who have operations in Asia.  Our clients -
both corporate debtors and creditors alike - now have unparalleled
access to the full range of advisory and workout services, on a
global basis."

Neill Poole, Managing Director added, "The tighter regulation of
multi-national corporations in the United States and Europe is
increasingly affecting companies in the Asia Pacific region.  In
addition, the growth in Asian markets is likely to result in more
disputes between foreign and local investors and trading partners.
We can see a great deal of synergy arising from the combination of
our experience of assisting companies in the Asia Pacific region
with their resolution of disputes and regulatory issues and
Alvarez & Marsal's dispute resolution and forensic accounting
experience internationally."

       About Kelvin Flynn, Cos Borrelli and Neill Poole

Kelvin Flynn, Cos Borrelli and Neill Poole established The RSM
Nelson Wheeler Corporate Advisory Services business in 1995.  It
became one of the leading specialist corporate recovery and
restructuring, insolvency, forensic accounting and advisory
practices in the Asia Pacific region.  Its professionals have been
drawn from Hong Kong, the PRC, Singapore, Malaysia, Australia, the
United Kingdom, Thailand and the United States.

The team has worked on numerous high-profile assignments
including:

    * Akai - US$1 billion international liquidation and
      investigation

    * Benpres - US$550 million debt workout

    * CCP - restructuring and sale of Chinese power stations

    * Forefront - turnaround and interim management of Scania's
      distributor for Greater China

    * GSTZ - China recovery

    * Hong Kong Pharmaceuticals - turnaround and debt
      restructuring

    * I-China - restructuring and asset injection

    * Jinro HK - "IFR's Debt Restructuring of the Year for 2004",
      US$3.2 billion international M&A

    * Seapower - restructuring

    * SK Global - provisional liquidation and US$900 million debt
      restructuring

    * Tai Kam Construction - transfer of Government construction
      licenses

    * Thai Petrochemical Industries - US$3.8 billion operational
      and debt restructuring

    * TRI /Celcom - US$50 million debt restructuring of Malaysia's
      largest mobile phone company

    * Wing Fai Limited - novation of contracts and liquidation

    * Zhu Kuan Group - debt restructuring

                     About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is a leading global professional
services firm with expertise in guiding underperforming businesses
through complex operational and financial challenges. The firm has
been at the forefront of leading complex turnaround and
restructuring initiatives with professionals based in locations
across the Unites States, Europe, Asia and Latin America.  The
firm attracts and deploys senior operating and consulting talent
with diverse cultural and multi-lingual backgrounds to solve
problems and unlock corporate value.  With a bias toward hands-on
execution, Alvarez & Marsal draws on its strong operational
heritage to implement solutions and deliver results for corporate
and public sector organizations as well as owners, investors and
stakeholders of organizations.

Through more than 500 professionals worldwide, Alvarez & Marsal
delivers Turnaround Management Consulting; Crisis and Interim
Management, Profit and Performance Improvement; Creditor and
Lender Advisory; Financial Advisory; Dispute Analysis and Forensic
Investigations; Real Estate Advisory; Tax Advisory; and Business
Consulting.


* Alvarez & Marsal Hires Three Professionals for Asia Office
------------------------------------------------------------
Alvarez & Marsal, one of the world's premier professional services
firms specializing in operational and financial turnaround
management and restructuring, reported that Cos Borrelli, Kelvin
Flynn, and Neill Poole will be joining the firm as Managing
Directors and will form the core leadership team for Alvarez &
Marsal Asia Limited.  The trio will also be joined by their entire
80 strong team formerly of RSM Nelson Wheeler Corporate Advisory
Services Limited from offices based in Hong Kong and Singapore.
RSMNW CASL is one of the region's leading corporate recovery and
restructuring, insolvency, forensic accounting and advisory firms.

Established for more than ten years in Asia, the team has
extensive advisory experience across Hong Kong, Singapore, China,
Japan, Korea, Philippines, Taiwan, Malaysia and Thailand.  It has
successfully worked on some of the region's high-profile corporate
distress and dispute situations and has a proven track record in
establishing, negotiating and delivering restructuring
arrangements and provision of forensic accounting and expert
witness testimony across a wide range of industries.

Alvarez & Marsal, founded in 1983, is a leader in providing
turnaround and interim management, corporate and creditor advisory
services in the US and Europe.  This major expansion in Asia
provides the firm with comprehensive global coverage and gives
clients access to experienced resources on a global basis.

Tony Alvarez, Co-founder of Alvarez & Marsal, commented, "It is
clear that the appetite for independent and experienced turnaround
management services in Asia is set to grow strongly, and Alvarez &
Marsal is now well suited to meet these emerging needs.  Our
decision to bring on such a highly recognized and experienced
leadership group such as Kelvin, Cos, Neill and their team
provides Alvarez & Marsal with a unique opportunity to position
ourselves as the global leader in this area."

Alvarez & Marsal's expansion into Asia reflects a change in the
market place for insolvency and restructuring services and, in
particular the increasing conflicts arising from Sarbanes-Oxley
legislation requirements for greater corporate governance and
independence.  Asian companies are increasingly recognizing the
benefit of the early intervention crisis management and profit
improvement services offered by the firm.

Kelvin Flynn, Managing Director added, "This strategic decision to
join Alvarez & Marsal reflects our view that the traditional
insolvency and restructuring business in Asia has shifted.  We are
more than just liquidators.  Increasingly we are getting involved
in turnaround and operational restructurings, and combining our
local knowledge and experience with Alvarez & Marsal's service
lines and global reach makes a great deal of sense for us and our
clients.

Cos Borrelli, Managing Director added, "Moving our operations into
Alvarez & Marsal will not only increase the firm's international
presence, but will enable us to better serve our US and European
headquartered clients who have operations in Asia.  Our clients --
both corporate debtors and creditors alike -- now have
unparalleled access to the full range of advisory and workout
services, on a global basis."

Neill Poole, Managing Director added, "The tighter regulation of
multi-national corporations in the United States and Europe is
increasingly affecting companies in the Asia Pacific region.  In
addition, the growth in Asian markets is likely to result in more
disputes between foreign and local investors and trading partners.
We can see a great deal of synergy arising from the combination of
our experience of assisting companies in the Asia Pacific region
with their resolution of disputes and regulatory issues and
Alvarez & Marsal's dispute resolution and forensic accounting
experience internationally."

Founded in 1983, Alvarez & Marsal is a leading global professional
services firm with expertise in guiding underperforming businesses
through complex operational and financial challenges.  The firm
has been at the forefront of leading complex turnaround and
restructuring initiatives with professionals based in locations
across the Unites States, Europe, Asia and Latin America.  The
firm attracts and deploys senior operating and consulting talent
with diverse cultural and multi-lingual backgrounds to solve
problems and unlock corporate value.  With a bias toward hands-on
execution, Alvarez & Marsal draws on its strong operational
heritage to implement solutions and deliver results for corporate
and public sector organizations as well as owners, investors and
stakeholders of organizations.

Through more than 500 professionals worldwide, Alvarez & Marsal --
http://www.alvarezandmarsal.com/-- delivers Turnaround Management
Consulting; Crisis and Interim Management, Profit and Performance
Improvement; Creditor and Lender Advisory; Financial Advisory;
Dispute Analysis and Forensic Investigations; Real Estate
Advisory; Tax Advisory; and Business Consulting.

                          *********

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 ***