TCR_Public/050202.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, February 2, 2005, Vol. 9, No. 27

                          Headlines

AAMES MORTGAGE: Moody's Junks Series 2001-2 Class B Certificates
ABS MORTGAGE: Fitch Puts Low-B Ratings on 2 $6.250MM Certificates
ADELPHIA COMMS: Compensation Board Adopts 2005 Incentive Plan
ADVENTIST NURSING HOME: Case Summary & Largest Unsecured Creditors
AKA HOSPITALITY LLC: Voluntary Chapter 11 Case Summary

ALLEGHENY TECH: Earns $35 Million of Net Income in Fourth Quarter
AMCAST INDUSTRIAL: Comm. Taps FTI Consulting as Financial Advisor
AMERICAN BUSINESS: Look for Bankruptcy Schedules by Mar. 18
AMERICAN BUSINESS: Wants Ordinary Course Professionals to Continue
AMERICAN RESTAURANT: Files Third Amended Disclosure Statement

ANDREW CORP: Earns $14.6 Million of Net Income in First Quarter
ASTRIS ENERGI: Completes Czech Affiliate Purchase
ATA AIRLINES: Gets Lease Decision Period Extended to February 25
ATA AIRLINES: Wants Plan Filing Period Extended to June 23
AXIA NETMEDIA: Will Release 2005 Second Quarter Results Today

BALL CORP: Agrees to $125 Million Accelerated Stock Buyback
BANC OF AMERICA: Fitch Puts BB- Rating on $701,000 2005-1 Certs.
BANC OF AMERICA: Fitch Assigns Low-B Ratings on 4 Mortgage Certs.
BANC OF AMERICA: Fitch Puts Low-B Ratings on Two 2005-A Certs.
BAYVIEW CAPITAL INC: Case Summary & 2 Largest Unsecured Creditors

BUCKEYE TECHNOLOGIES: Moody's Puts B1 Rating on $85M Sr. Term Loan
CHESAPEAKE ENERGY: Hosting Fourth Quarter Webcast on Feb. 23
CIRTRAN CORP: Completes Compromise Settlement with IRS
CORNELL COS: Names Dr. Isabella Cunningham to Board
COTT CORPORATION: Appoints Andrew Prozes to Board of Directors

CP SHIPS: Expects $70 to $73 Million Net Income for 2004
CRANSTON, R.I.: Moody's Lifts Rating on General Obligation Bonds
CWMBS INC: Fitch Puts Low-B Ratings on Two 2005-5 Mortgage Certs.
DELTA AIR: Completes Flight Reductions at DFW Int'l. Airport
DI GIORGIO: Tender Offer Termination Cues S&P to Affirm B Rating

DUKE FUNDING: S&P Places Ratings on CreditWatch Negative
DYCOAL INC: Sells Komar Briquetter Machine to Startec in 363 Sale
EXCALIBUR INDUSTRIES: May Swap Debt for Equity to Reduce Debt
EXTENDICARE INC: Acquires Assisted Living Concepts for $129.5MM
EYE CARE: Extends Senior & Sub. Debt Tender Offer Until Feb. 16

FALCON PRODUCTS: Taps Stutman Treister as Reorganization Counsel
FALCON PRODUCTS: Look for Bankruptcy Schedules by Apr. 18
FEDERAL-MOGUL: Champion Pension Trustees Okays FM Ignition Scheme
FLEXTRONICS: Grants Stock Options to New Employees
FOSTER WHEELER: Sets Annual Shareholders' Meeting For May 10

GE COMMERCIAL: S&P Places Low-B Ratings on Six Certificate Classes
GLOBAL HOLDINGS: TSX Delists Multiple Voting Shares
HIGH VOLTAGE: Seeks Interim Financing to Provide More Liquidity
HILITE INT'L: Moody's Puts B3 Rating on $150M Sr. Sub. Notes
HUNTSMAN CORP: Moody's Reviews Debt Ratings for Possible Upgrade

HYDROCHEM INDUSTRIAL: Moody's Junks $150 Million Senior Notes
IKON OFFICE: Earns $16.6 Million of Net Income in First Quarter
INTERSTATE BAKERIES: Retains Houlihan Lokey as Financial Advisor
JADE CBO: Fitch Maintains Junk Rating on $23.5 Million Sr. Notes
K. HOVNANIAN:  Moody's Upgrades Ratings & Says Outlook is Stable

KAISER ALUMINUM: Judge Fitzgerald Approves PBGC Settlement Pact
KAISER ALUMINUM: Court Approves Deal with Lloyds Underwriters
LAIDLAW INT'L: Reports Greyhound Pension Funding Requirements
LB COMM'L: Moody's Junks $2.678M Class M & $2.23M Class N Notes
LEMONTONIC INC: Appoints Michael Geddes to Board of Directors

LYNX THERAPEUTICS: Stockholders to Vote on Proposed Solexa Merger
MAGNUM HUNTER: Moody's Reviewing Ratings & May Upgrade
MERRILL LYNCH: Fitch Puts Low-B Ratings on Private Mortgage Certs.
MILLPORT, ALABAMA: United States Wants a Receiver Appointed
MIRANT CORP: Chief Executive Officer Marce Fuller Will Resign

MOTHERS WORK: Moody's Junks $125 Million Senior Secured Notes
NATIONAL CENTURY: Trust Objects to Claims of Three Ex-Directors
NDCHEALTH CORP: Defaults on Sr. Notes Due to Late Quarterly Filing
NEW WORLD: Retains Keen Realty to Market Winchester Property
NORTH ATLANTIC: CFO Resignation Prompts S&P to Junk Ratings

NOVELIS INC: TRC Capital Offers CDN $26.75 per Common Share
O'SULLIVAN IND: Dec. 31 Balance Sheet Upside-Down by $184.5 Mil.
OMEGA HEALTH: Earns $8.9 Million of Net Income in Fourth Quarter
OZARK AIR: Wants Chapter 11 Case Converted to Chapter 7
PARMALAT CANADA: Sells North American Bakery Group

POPE & TALBOT: Declares $0.08 Dividend per Common Share
QUEENSGATE SPECIAL: Moody's Puts Ba1 Rating on $25 Million Notes
RESIDENTIAL ASSET: Fitch Junks Two Home Equity Transactions
SBC COMMUNICATIONS: Fitch Puts 'BB+' Rating on Watch Negative
SBC COMM: AT&T Acquisition Prompts Moody's to Review Ratings

SEVILLE ENTERPRISES: Case Summary & Largest Unsecured Creditors
SLS INT'L: Appoints Steven Hicks & Dell Furano to Board
SOLUTIA INC: Wants to Settle Four Environmental Proceedings
SOLUTIA INC: CP Films Wants to Assume Amended Toray Supply Pact
SPRINGFIELD GRANITE: Case Summary & 20 Largest Unsecured Creditors

STEVENOT WINERY: Section 341(a) Meeting Slated for February 25
SYNAGRO TECH: Moody's Puts B2 Rating on $305M Credit Facility
SYNAGRO TECHNOLOGIES: S&P Revises Rating Outlook to Negative
TENNECO AUTOMOTIVE: To Make Voluntary $40 Million Debt Pre-Payment
TRINITY LEASING: Voluntary Chapter 11 Case Summary

TROPICAL SPORTSWEAR: Committee Taps Stroock & Stroock as Counsel
UAL CORP: Renews Talks with TWU on Restructuring Agreements
UAL CORPORATION: Files 10th Reorganization Status Report
USGEN NEW ENGLAND: Files Plan of Liquidation in Maryland
VISTEON CORP: Posts $115 Million Net Loss in Fourth Quarter

W.R. GRACE: Won't Face Competing Chapter 11 Plans Until May 24
WASHINGTON MUTUAL: S&P Puts Low-B Ratings on Six Cert. Classes
WORLDCOM INC: Bondholder Suit Against Andersen Going to Trial
WORLDSPAN LP: Moody's Lowers B1 Senior Implied Rating to B2
Z PROMPT: Completes Restructuring & Exits from Bankruptcy

* Alvarez & Marsal Names Sajan P. George as Co-Head

* Upcoming Meetings, Conferences and Seminars

                          *********

AAMES MORTGAGE: Moody's Junks Series 2001-2 Class B Certificates
----------------------------------------------------------------
Moody's Investors Service has downgraded one certificate class and
has placed on review for possible downgrade one certificate class
issued in two transactions issued by Aames Mortgage Trust in 2001.
The transactions are backed mostly by first-lien fixed rate
mortgage loans originated by Aames Financial Corporation and
serviced by Countywide Home Loans, Inc.

The Class B certificates issued by Aames Mortgage Trust 2001-2
have been downgraded, and the Class B certificates issued by Aames
Mortgage Trust 2001-1 have been placed on review for possible
downgrade.  The transactions have taken significant losses causing
gradual erosion of the overcollateralization.

As of December 25, 2004, the realized cumulative losses were 5.58%
and 5.50% for the 2001-1 and 2001-2 transactions, respectively.
The existing credit enhancement levels in the transactions do not
provide adequate protection to support the ratings on the most
subordinate certificate classes.

Moody's complete rating actions are:

   -- Issuer: Aames Mortgage Trust

      * Downgrade:

        * Series 2001-2; Class B, downgraded to Caa3 from B2

      * Under review for downgrade:

        * Series 2001-1; Class B, current rating Ba2, under review
          for possible downgrade


ABS MORTGAGE: Fitch Puts Low-B Ratings on 2 $6.250MM Certificates
-----------------------------------------------------------------
Fitch rates Popular ABS mortgage pass-through trust series 2005-1:

     -- $504,060,000 classes AF-1 to AF-6, AV-1A, AV-1B, and AV-2
        certificates 'AAA';

     -- $44,060,000 class M-1 certificates 'AA';

     -- $34,380,000 class M-2 certificates 'A';

     -- $9,690,000 class M-3 certificates 'A-';

     -- $9,060,000 class M-4 certificates 'BBB+';

     -- $6,250,000 class B-1 certificates 'BBB';

     -- $5,000,000 class B-2 certificates 'BBB-';

     -- $6,250,000 privately offered class B-3 certificates 'BB+';

     -- $6,250,000 privately offered class B-4 certificates 'BB'.

The 'AAA' rating on the senior certificates reflects the 22.05%
total credit enhancement provided by:

     * the 7.05% class M-1,
     * the 5.50% class M-2,
     * the 1.55% class M-3,
     * the 1.45% class M-4,
     * the 1.00% class B-1,
     * the 0.80% class B-2,
     * the 1.00% privately offered class B-3,
     * the 1.00% privately offered class B-4, and
     * the 2.70% target overcollateralization -- OC.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure,
as well as the primary servicing capabilities of Equity One, Inc.
(rated 'RPS3+' by Fitch) and JPMorgan Chase Bank, as trustee.

The certificates are supported by two collateral groups.  Group I
consists of fixed-rate mortgage loans while group II consists of
adjustable-rate mortgage loans.

As of the cut-off date, Dec. 31, 2004, the mortgage loans have an
aggregate balance of $489,836,905.  The weighted average coupon -
WAC -- rate is approximately 7.129% while the weighted average
remaining term to maturity is 345 months.  The average cut-off
date principal balance of the mortgage loans is approximately
$144,452.  The weighted average combined loan-to-value -- CLTV
-- ratio of the mortgage loans at origination was approximately
85.39%, and the weighted average Fair, Isaac & Co. (FICO) score
was 640.

The properties are primarily located in:

     * Michigan (7.94%),
     * California (6.92%), and
     * New York (6.74%).


ADELPHIA COMMS: Compensation Board Adopts 2005 Incentive Plan
-------------------------------------------------------------
On January 26, 2005, the Compensation Committee of the Board of
Directors of Adelphia Communications Corporation adopted the
Adelphia Communications Corporation 2005 Short-Term Incentive
Plan, effective January 1, 2005.  The STIP provides for the
payment of cash bonuses for the 2005 calendar year to certain
eligible employees of the Company, subject to the satisfaction of
certain qualitative and quantitative performance measures.

In general, full-time employees with a title of Director and
above, including certain of the Company's Named Executive
Officers, are eligible to participate in the STIP.  In addition,
certain General Managers of local cable systems are also eligible
to participate in the STIP.  Awards are determined based on the
satisfaction of certain performance criteria established for
Adelphia Communications, and where relevant, the satisfaction of
certain performance criteria for certain regional operations, and
individual performance criteria.

The Company and regional performance goals include: revenue,
operating cash flow, capital expenditures, customer care, internal
controls and level of basic subscribers.  Awards under the STIP
will be paid not later than March 14, 2006.

These employees are not eligible to participate in the STIP:

   -- Employees on a sales commission plan or sales incentive
      plan;

   -- Temporary, term and leased employees, contract workers and
      interns; or

   -- Employees not on the Company payroll on the date that STIP
      awards are paid.

In connection with the grant of awards under the STIP during 2005,
the Company will send to each employee who is a participant in the
STIP an award letter that sets forth the level of the
participant's award, at target, which is designated as a
percentage of the participant's salary.

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


ADVENTIST NURSING HOME: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Adventist Nursing Home, Inc.
        PO Box 95
        Livingston, New York 12541

Bankruptcy Case No.: 05-10507

Type of Business: The Debtor operates a nursing home.

Chapter 11 Petition Date: January 31, 2005

Court:  Northern District of New York (Albany)

Judge:  Robert E. Littlefield Jr.

Debtor's Counsel: Marc S. Ehrlich, Esq.
                  Ehrlich Hanft Baird & Arcodia
                  64 Second Street
                  Troy, New York 12180
                  Tel: (518) 272-2110

Total Assets: $3,931,893

Total Debts:  $3,145,372

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
New York State Department of Health           $754,305
Jerome Alaimo
Assessment Fund Administrator
Office of Pool Admin
PO Box 4757
Syracuse, NY 13221

Sloan Management, Inc.                        $336,425
3 College Avenue
Frederick, MD 21701

Visiting Nurses Home Care                      $93,301
Suite 300A
855 Central Avenue
Albany, NY 12206

Bond, Schoeneck & King                         $81,238
111 Washington Avenue
Albany, NY 12210

Cardinal Health 110, Inc.                      $58,913
c/o Menter, Rudin & Trivelpiece, PC
500 South Salina Street
Syracuse, NY 13202

Any-Time Home Care, Inc.                       $57,601
PO Box 995
Nyack, NY 10960

Unlimited Care, Inc.                           $46,387

Kosco                                          $28,000
Amos Post Division

NYAHSA/FLTC                                    $26,820

GC Risk Management Service                     $26,016

State Insurance Fund                           $24,962
Juliete Payne/GCG Risk Management

New York Oncology Hematology, PC               $18,457

Niagara Mohawk Power Corporation               $17,475
Attn: Bankruptcy Unit

VTA Management Services, Inc.                  $14,139

Ginsberg's                                     $11,041

MTM Pharmacy Services, Inc.                    $10,088

Regional Rehabilitation Services                $8,499

New York State Department of                    $7,500
Taxation & Finance

Mead Johnson                                    $7,200

Heatlhmedx, Inc.                                $6,831


AKA HOSPITALITY LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: AKA Hospitality LLC
        dba Courtesy Inn
        8345 West Freeway
        Fort Worth, Texas 76116

Bankruptcy Case No.: 05-31160

Type of Business: The Debtor operates an inn.

Chapter 11 Petition Date: January 31, 2005

Court:  Northern District of Texas (Dallas)

Judge:  Steven A. Felsenthal

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  Arthur I. Ungerman, Esquire
                  One Glen Lakes Tower
                  8140 Walnut Hill Lane, No. 301
                  Dallas, Texas 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886

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.


ALLEGHENY TECH: Earns $35 Million of Net Income in Fourth Quarter
-----------------------------------------------------------------
Allegheny Technologies Incorporated (NYSE:ATI) reported net income
of $35 million, on sales of $778.1 million for the fourth quarter
ended December 31, 2004.  Results included inventory valuation
reserve charge of $29.5 million, primarily due to continued
increases in raw material costs.  Retirement benefit expense was
$25.0 million in the quarter.

In the fourth quarter 2003, ATI reported a net loss of $232.7
million, on sales of $484.4 million.  Results included net non-
recurring special charges of $198.3 million.  Fourth quarter 2003
results also included a LIFO inventory valuation reserve charge of
$14.2 million and retirement benefit expense of $32.7 million.

Net income for the full-year 2004 was $19.8 million, on sales of
$2.7 billion.  Results for 2004 included a LIFO inventory
valuation reserve charge of $112.2 million, retirement benefit
expense of $119.8 million, and a $40.4 million, or $0.48 per
share, special gain related to actions taken to control certain
retiree medical costs, net of costs related to the new ATI
Allegheny Ludlum labor agreement and the June 2004 J&L asset
acquisition.

For the full-year 2003, results were a net loss of $314.6 million,
on sales of $1.9 billion.  Results for 2003 included net special
charges of $201.3 million, a $1.3 million charge for the
cumulative effect of change in accounting principle, a LIFO
inventory valuation reserve charge of $37.0 million, and
retirement benefit expense of $134.4 million.

"ATI's results are an outcome of our strategy to transition ATI to
profitability and position the Company for long-term success,"
said Pat Hassey, Chairman, President and Chief Executive Officer
of Allegheny Technologies.  "Revenues significantly increased in
each of our segments as a result of improved demand from most
markets, pricing actions, and higher raw material surcharges.
Compared to last year, sales increased 61% to $778 million in the
fourth quarter 2004 and increased by 41% to $2.7 billion for the
full-year 2004.  Importantly, ATI was profitable for the full-year
2004, and the fourth quarter net income of $0.35 per share
demonstrated the results of our revenue growth, strategic
investments and cost reductions.

"Flat-Rolled Products segment fourth quarter results were aided by
the recovery in the U.S. stainless steel market, pricing actions,
and the successful integration of our recently acquired stainless
steel assets.  Continuing operating efficiencies and cost
reductions were both enhanced by our new progressive labor
agreement in our stainless steel business.  A key 2004 strategy
for ATI was to 'fix' our stainless steel business.  We believe our
stainless steel business is now positioned for long-term
profitable growth and cash generation.

"Fourth quarter results in our High Performance Metals segment
were very good as a result of improved demand from commercial
aerospace, higher selling prices, and operating efficiencies from
our recently expanded Richburg, SC rolling mill.  In addition, our
exotic alloys business performed well due to continued strong
demand, improved product mix, and continuing operating
efficiencies and cost reductions.  Segment operating margins
reached nearly 19% of sales.

"In our Engineered Products segment, fourth quarter results
improved as a result of strong demand from several key markets,
higher selling prices, and the benefits from cost reductions.

"We continue to be optimistic about 2005.  While 2004 was a period
of transition and transformation for ATI, we expect 2005 to be a
year of revenue growth and accelerating profitability.  Most of
our end markets remain strong. Sales are expected to grow due to
the full year impact of significantly improved prices and higher
volumes.  Overall, we expect base-prices to be higher in 2005 than
in 2004 for approximately 95% of this year's shipments in our
Flat-Rolled Products and High Performance Metals segments.  Our
High Performance Metals segment unfilled orders increased by
approximately $100 million at the end of 2004 compared to year-end
2003.  We remain encouraged by the aerospace market build
forecasts in terms of both the number and size of aircraft as well
as increased high performance metal content," said Pat Hassey.

"We expect a full year of benefits in 2005 from the strategic
assets added in 2004, principally the stainless steel melt shop
and finishing operations in Midland, PA and Louisville, OH
acquired in June 2004, the upgraded Brackenridge, PA stainless
steel melt shop completed in September 2004, and the expanded high
performance metals long-products rolling mill in Richburg, SC,
which began production in mid-2004.

"We plan to continue to improve operating performance through the
ATI Business System.  We have established a 2005 cost reduction
goal of approximately $100 million, before the effects of
inflation, which includes certain synergies and cost reductions
from the J&L asset acquisition and the new labor agreement in our
stainless steel business. Finally, retirement benefit expense is
projected to be approximately $33 million lower in 2005 than in
2004, primarily as a result of actions taken in 2004 to control
retiree medical costs."

Fourth Quarter 2004 Financial Highlights

      a. Sales of $778 million increased 61% compared to the
         fourth quarter 2003

      b. Operating profit improved to $75.1 million as a result of
         improved performance across all business segments

      c. Net income of $35.0 million, or $0.35 per share

Full-Year 2004 Financial Highlights

      a. Sales increased 41% to $2.7 billion compared to 2003

      b. Net income improved to $19.8 million, or $0.22 per share

      c. Gross cost reductions totaled $142 million, significantly
         exceeding $104 million plan

                    About the Company

Allegheny Technologies Incorporated --
http://www.alleghenytechnologies.com/ -- (NYSE:ATI) is one of the
largest and most diversified specialty materials producers in the
world, with revenues of approximately $1.9 billion in 2003.  The
Company has approximately 8,800 employees world-wide and its
talented people use innovative technologies to offer growing
global markets a wide range of specialty materials. High-value
products include nickel-based and cobalt-based alloys and
superalloys, titanium and titanium alloys, specialty steels,
super stainless steel, exotic alloys, which include zirconium,
hafnium and niobium, tungsten materials, and highly engineered
strip and Precision Rolled Strip products.  In addition, we
produce commodity specialty materials such as stainless steel
sheet and plate, silicon and tool steels, and forgings and
castings.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 3, 2004,
Moody's Investors Service confirmed Allegheny Technologies
Incorporated's senior implied rating of B1 and senior unsecured
ratings of B3. The ratings confirmation is based on:

   * the company's improving cost structure,

   * favorable purchase price for additional low-cost stainless
     capacity, and

   * enhanced liquidity position from its recent equity offering.

The ratings continue to reflect, however:

   * Allegheny Technologies' high leverage,
   * its concentration in cyclical end-use markets, and
   * exposure to volatility of input costs.

The outlook is stable.


AMCAST INDUSTRIAL: Comm. Taps FTI Consulting as Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio gave
the Official Committee of Unsecured Creditors of Amcast Industrial
Corporation and its debtor-affiliates permission to employ FTI
Consulting, Inc., as its financial advisor.

FTI Consulting will:

   a) assist the Committee in the review of financial related
      disclosures required by the Court and with information and
      analyses required for the Debtors' debtor-in-possession
      financing;

   b) assist the Committee with a review of the Debtors' short-
      term cash management procedures and their proposed key
      employee retention program and other critical employee
      benefit programs;

   c) assist and advise the Committee with respect to the Debtors'
      identification of core business assets and the disposition
      of assets or liquidation of unprofitable operations;

   d) assist in the review of the Debtors' performance of cost
      benefit evaluations with respect to the affirmation or
      rejection of various executory contracts and leases;

   e) assist in the review of financial information distributed by
      the Debtors to the creditors, including cash flow
      projections and budgets, cash receipts and disbursement
      analysis, analysis of various assets and liability accounts,
      and analysis of proposed transactions for which Court
      approval is required;

   f) assist in the review and preparation of information and
      analysis necessary for the confirmation of a chapter 11 plan
      and in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential transfers;

   g) provide litigation services with respect to accounting and
      tax matters, along with expert witness testimony on case
      related issues as required by the Committee; and

   h) render all other general business consulting services to the
      Committee and its counsel that is necessary in the Debtors'
      chapter 11 case.

Micheal J. Selwood, a Managing Director at FTI Consulting,
dislcoses the Firm's professionals bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Senior Managing Directors       $560 - $653
      Directors/Managing Directors    $415 - $560
      Associates/Consultants          $195 - $385
      Paraprofessionals               $ 95 - $168

Mr. Selwood reports that FTI Consulting's compensation consists of
a monthly fee of $125,000 in the first month of the Debtors'
engagement of the Firm, $100,000 on the second month, and $75,000
on the third month and for every succeeding month.

FTI Consulting assures the Court that it does not represent any
interest adverse to the Committee, the Debtors or their estates.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMERICAN BUSINESS: Look for Bankruptcy Schedules by Mar. 18
-----------------------------------------------------------
American Business Financial Services, Inc., and its debtor-
affiliates sought and obtained an extension until Mar. 18,
2005, from the U.S. Bankruptcy Court for the District of Delaware
to file their Equity Holder Lists, Schedules of Assets and
Liabilities and Statements of Financial Affairs.

Rule 1007(a)(3) of the Federal Rules of the Bankruptcy Procedure
requires the Debtors to file their list of equity security
holders, Schedules of Assets and Liabilities, and Statements of
Financial Affairs within 15 days from the Petition Date.
Pursuant to Rule 1007-1(d) of the Local Rules of the Bankruptcy
Practice and Procedure of the United States Bankruptcy Court for
the District of Delaware, the Debtors have an automatic extension
of 30 days to deliver these documents.

Bonnie Glantz Fatell, Esq., at Blank Rome, LLP, in Wilmington,
Delaware, told the Court that the Debtors have over 6,000 equity
holders and more than 30,000 creditors.  The Debtors are in the
process of identifying equity holders at the street level and of
preparing separate Schedules and Statements for each of the
Debtors on a deconsolidated basis.

Due to the number of equity holders and creditors, the current
deadlines by which the Debtors are required to file their Equity
Holder Lists, Schedules and Statements may not be sufficient.
Ms. Fatell explained that this task is particularly burdensome
because the individuals available to complete the task on the
Debtors' behalf must divide their time between gathering the
information necessary to prepare the Schedules and Statements and
managing the Debtors' operations.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts. (American Business
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AMERICAN BUSINESS: Wants Ordinary Course Professionals to Continue
------------------------------------------------------------------
Prior to the Petition Date, American Business Financial Services,
Inc., and its debtor-affiliates, in the ordinary course
of business, regularly call on attorneys, accountants and public
relation firms in connection with their businesses and other
aspects of operations.

The services provided by these Ordinary Course Professionals
include, among other things:

    (1) prosecuting or otherwise handling various collection,
        foreclosure, mortgagor bankruptcy and related real estate
        matters;

    (2) providing services and advice, as needed, with respect to
        various truth-in-lending, employment discrimination and
        workers' compensation matters or litigation matters that
        are not otherwise stayed;

    (3) handling various discrete corporate or regulatory matters;

    (4) prosecuting claims against non-mortgagor third parties for
        breach of contract, negligence, defamation and other
        torts;

    (5) performing various tax and accounting services;

    (6) providing consulting services for strategic
        communications, public relations and investor relations;
        and

    (7) performing various other matters requiring the expertise
        and assistance of professionals.

To ensure the Debtors' businesses and operations continue
uninterrupted, the Debtors assert that it is necessary to
continue to employ and compensate the Ordinary Course
Professionals without the need for the Debtors or the Ordinary
Course Professionals to file employment and fee applications.
Many of the Ordinary Course Professionals receive only modest
fees and may not be willing to continue performing services for
the Debtors if forced to comply strictly with the retention and
fee requirements.

In lieu of preparing and filing employment and fee applications
for every Ordinary Course Professional, the Debtors propose to
implement these procedures:

    (a) Each Ordinary Course Professional to be employed by the
        Debtors postpetition will file or cause to be filed a
        declaration setting forth that an Ordinary Course
        Professional does not represent or hold any interest
        Adverse to the Debtors or their estates.

    (b) Each Declaration will also provide a description of:

           (i) the scope of the Services to be provided; and

          (ii) the rates proposed to be charged for the Services.

    (c) The Declaration will be filed as promptly as possible
        after the Petition Date or after the Debtors' engagement
        of an Ordinary Course Professional postpetition.  It will
        be served on:

           (i) the US Trustee;

          (ii) the 20 Debtors' largest unsecured creditors or
               counsel to a creditors' committee, if appointed;

         (iii) counsel to U.S. Bank, N.A., as indenture trustee
               for Subordinated Unsecured Notes and the
               Subordinated Collateralized Notes; and

          (iv) counsel to the Debtors' postpetition lender.

    (d) The notice parties will have 10 days after their receipt
        of a Declaration to object to an Ordinary Course
        Professional retention.  The objecting party will serve
        any objections on the Debtors, the affected Ordinary
        Course Professional and the Notice Parties on or before
        the Objection Deadline.  If any objection cannot be
        resolved within 10 days, the matter will be set for
        hearing on the next regularly scheduled omnibus hearing
        date or on a later date as may be agreeable to the
        parties.  If no objection is received by the Objection
        Deadline, the Debtors will be authorized to retain and pay
        the Ordinary Course Professional subject additional
        requirements.

    (e) The Debtors will pay each Ordinary Course Professional
        100% of their fees and expenses upon the submission to,
        and approval by, the Debtors of an invoice setting forth
        in reasonable detail the nature of the Services rendered
        and expenses actually incurred; provided, however, that if
        any Ordinary Course Professional's fees exceeds $25,000 --
        not including expert witness fee or other expenses -- in
        any month during the pendency of the Debtors' cases, then
        the payment to that Ordinary Course Professional during
        the month will be subject to the prior approval of the
        Court.

    (f) On every 90 days commencing on the date the motion is
        approved, the Debtors will file and serve on the Notice
        Parties a statement setting forth:

           (i) the name of every Ordinary Course Professional
               retained to date and a general description of the
               Services provided by each Ordinary Course
               Professional;

          (ii) for each Ordinary Course Professional, the
               aggregate amount paid as compensation for Services
               rendered and expenses incurred during the preceding
               Statement Period; and

         (iii) for each Ordinary Course Professional, the
               aggregate amount paid as compensation for Services
               rendered and expenses incurred during the Debtors'
               cases.

The Debtors anticipate filing a number of formal retention
applications to employ various professionals in their bankruptcy
proceedings.  The proposed OCP Procedures will not apply to those
professionals for whom the Debtors are filing separate
applications for employment.

Accordingly, the Debtors seek the Court's permission to retain
and compensate the Ordinary Course Professionals pursuant to the
OCP Procedures.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts. (American Business
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AMERICAN RESTAURANT: Files Third Amended Disclosure Statement
-------------------------------------------------------------
American Restaurant Group, Inc., and its debtor-affiliates filed
their Third Amended Disclosure Statement explaining their Third
Amended Plan of Reorganization with the U.S. Bankruptcy Court for
the Central District of California.  A full-text copy of the
Disclosure Statement explaining the Plan is available for a fee
at:

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

The Debtors revised the Disclosure Statement twice to satisfy the
Official Committee of Unsecured Creditors.  The Committee
previously complained that the Debtors' Disclosure Statement was
full of mistakes and omissions.  One complaint focused on the
Disclosure Statement saying that the Debtors' estates would be
substantively consolidated when the Plan says creditor
constituencies will be treated separately.

The Third Amended Disclosure Statement contains some other
changes:

     * balance sheet projection;

     * summary of net liquidation proceeds;

     * valuation of each of the Debtors' estates;

     * allowed unsecured claims is changed from $164.9 to
       $163.8 million;

     * general unsecured creditors will receive a pro rata share
       of approximately 12% of their allowed claim from the
       Allocated New Common Stock (no more cash distribution);

     * voting and balloting procedures; and

     * distribution to creditors in a substantive consolidation of
       the Debtors.

About the Plan

American Restaurant's Plan aims to restructure the Debtors' debt,
capital structure and business operations to permit the Debtors to
emerge from bankruptcy with a viable business and a deleveraged
capital structure.  The Plan projects debt reduction from $204.5
million to approximately $26.5 million through a debt-to-equity
swap.  The noteholders' committee, holding in excess of 75% of the
aggregate principal amount of the outstanding old notes, supports
the Debtors' Plan.

Wells Fargo Foothill pledged a $40 million exit financing facility
upon the consummation of the Plan.

Headquartered in Los Altos, California, American Restaurant Group,
Inc., through its subsidiaries operating as Stuart Anderson's,
specializes in U.S.D.A. Choice fresh-cut steak; seasoned, seared,
and slow-roasted prime rib; and a variety of seafood entrees
complete with 'all the fixin's'.  The company and its debtor-
affiliates filed a chapter 11 petition on Sept. 28, 2004 (Bankr.
C.D. Cal. Case No. 04-30732).  Thomas R. Kreller, Esq., at
Milbank, Tweed, Hadley & Mccloy represents the Debtors in their
restructuring efforts.  When the Debtor filed for bankruptcy
protection, it listed $77,873,000 in assets and $273,395,000 in
total debts.


ANDREW CORP: Earns $14.6 Million of Net Income in First Quarter
---------------------------------------------------------------
Andrew Corporation, a global communications systems and equipment
supplier, reported first quarter sales of $474.1 million, up 15%
from $410.8 million in the year ago quarter and higher than
previous guidance of $440 million to $470 million.  Higher sales
were primarily due to increased market demand for products within
the Wireless Infrastructure and Satellite Communications segments.
Net income was $14.6 million or $0.09 per share, compared to net
income of $3.8 million or $0.02 per share in the year ago quarter
and higher than previous guidance of $0.03 to $0.06 per share.

"Our first quarter results were stronger than anticipated, driven
by higher sales in each major region and improved operating
leverage," said Ralph Faison, president and chief executive
officer, Andrew Corporation.

First quarter results include intangible amortization of
$7.7 million or $0.03 per share and pre-tax restructuring charges
of $1.8 million. The year ago quarter included intangible
amortization of $9.4 million or $0.04 per share, a pre-tax loss of
$4.5 million or $0.02 per share related to the sale of assets, and
pre-tax restructuring charges of $0.7 million.

Additionally, in the first quarter fiscal 2005, the company
recorded a $2.6 million or $0.01 per share benefit for the
reversal of previously accrued taxes resulting from a favorable
resolution of certain tax-related matters.

Orders for the first quarter increased 11% to $453 million versus
the prior year quarter due mainly to increased demand for Wireless
Infrastructure, offset partially by lower orders for Satellite
Communications and Network Solutions. The book-to-bill ratio was
less than one in the first quarter, but improved sequentially from
the prior quarter. The top 25 customers represented 68% of sales
compared to 68% in the prior quarter and 70% in the year ago
quarter. Major original equipment manufacturers (OEMs) accounted
for 41% of sales, compared to 37% in the prior quarter and 41% in
the year ago quarter. The largest customer for the first quarter
was Lucent Technologies at 10.5% of sales.

             Sales By Market Segment and Major Region

Effective for the first quarter fiscal 2005, the company will
report sales by market segment. Wireless Infrastructure sales
consist of the Antenna and Cable Products Group, Base Station
Subsystems Group, Network Solutions Group and Wireless Innovations
Group. Wireless Infrastructure sales increased 11% versus the
prior year quarter driven by increased demand in all major
regions. Satellite Communications sales increased 69% versus the
prior year quarter driven by a significant volume ramp for certain
products supporting the consumer broadband satellite market.

Americas

Sales increased 11% versus the year-ago quarter driven by higher
sales for all major product groups supporting network upgrades and
expansion in Latin America and growth in Satellite Communications
in North America. Sales in Antenna and Cable Products and Base
Station Subsystems declined versus the prior year quarter driven
by weaker near-term trends in North America relating to operator
consolidation and asset rationalization. Sales in Network
Solutions declined modestly versus the prior year quarter due to
the timing of geolocation hardware installations.

Europe, Middle East, Africa (EMEA)

Sales increased 27% compared to the prior year quarter due mainly
to Antenna and Cable Products and Base Station Subsystems
supporting network upgrades and expansion in Western Europe and
emerging markets. Sales in Wireless Innovations increased modestly
supporting operator needs for increased coverage solutions. EMEA
sales also benefited from favorable foreign currency exchange
rates due mainly to a weaker dollar against the euro.

Asia Pacific

Sales in Asia Pacific increased 7% versus the prior year quarter
driven by higher sales in Antenna and Cable Products and Wireless
Innovations supporting network expansion and coverage in India and
China. Base Station Subsystems declined modestly versus the prior
year quarter.

                     Recent Highlights

   -- Acquired Xenicom following the close of the quarter for
      approximately $11.5 million in cash. Xenicom adds additional
      software capabilities to the Network Solutions Group and is
      focused on helping wireless operators manage and optimize
      2G, 2.5G, and 3G wireless networks.

   -- Acquired selected assets of ATC Tower Services for
      approximately $10 million, consisting of cash and the
      assumption of lease obligations. ATC provides an immediate
      national construction services presence and additional
      channel distribution opportunities for Wireless
      Infrastructure products.

   -- Expanded presence in China with the opening of the Andrew
      Technology Center in Shanghai. The Shanghai center will
      focus on active radio frequency (RF) subsystems.

   -- Expanded manufacturing capabilities for base station
      antennas in Sorocaba, Brazil, to better support the growing
      needs of our customers in Central America, South America and
      the Caribbean.

"The strength of our globally diversified customer base and
industry-leading portfolio of products and services position
Andrew for long-term sales growth and improved profitability,"
said Faison. "The acquisitions of Xenicom and ATC expand our
addressable market beyond traditional hardware and enhance our
ability to deliver full systems support to both our OEM and
wireless operator customers."

                First Quarter Financial Summary

Gross margin was 23.3%, compared with 22.2% in the prior quarter
and 25.3% in the year ago quarter.  Consistent with previous
guidance, gross margin increased 110 basis points sequentially
from the prior quarter due to the completed relocation of certain
manufactured product lines within the Antenna and Cable Product
Group, lower start-up costs for certain filter product lines
within the Base Station Subsystems Group and a more favorable
product mix within the Base Station Subsystems Group.

Research and development expenses were $26.9 million or 5.7% of
sales, compared to $25.6 million or 6.2% of sales in the year ago
quarter. Research and development expenses decreased as a
percentage of sales due mainly to higher sales leverage and a
continued focus on project rationalization. Sales and
administrative expenses were $51.0 million or 10.8% of sales,
compared to $52.5 million or 12.8% of sales in the year ago
quarter. Sales and administrative expenses continue to decrease
due mainly to higher sales leverage and the effects of our cost
savings and merger integration programs.

"The strength of our business model continues to deliver greater
operating leverage. With 15% growth in sales, sales and
administrative expenses declined in absolute dollars compared to
the prior year quarter," said Faison.

Intangible amortization was $7.7 million in the first quarter,
compared to $9.4 million in the year ago quarter. It is
anticipated that total intangible amortization will decrease from
$38.3 million in fiscal 2004, to approximately $22.0 million in
fiscal 2005.

Interest income increased to $1.7 million in the first quarter,
compared to $0.7 million in the year ago quarter due mainly to
$0.8 million of interest income associated with a favorable
resolution of certain tax-related matters. Interest expense was
$3.7 million in the first quarter, compared to $3.9 million in the
year ago quarter.

The reported tax rate for the first quarter was 24.1%, reflecting
an underlying effective tax rate on operations of 37.5% and a $2.6
million benefit related to the reversal of previously accrued
taxes resulting from a favorable resolution of certain tax-related
matters.

Total diluted shares outstanding increased to 181 million from 159
million in the year ago quarter due mainly to the accounting
effects of outstanding convertible debt and 1.7 million shares
issued in conjunction with the MTS Wireless Components acquisition
in March 2004.

               Balance Sheet and Cash Flow Highlights

Cash and cash equivalents were $179 million at December 31, 2004,
compared to $189 million at September 30, 2004. Cash and cash
equivalents declined primarily due to increased working capital
requirements associated with higher sales and annual incentive
plan payouts for fiscal 2004.

Accounts receivable were $447 million and days' sales outstanding
(DSOs) were 82 days at December 31, 2004, compared to $417 million
and 74 days at September 30, 2004. DSOs increased mainly because
of a higher mix of international sales, but remained within our
historical target range of 80 to 85 days. Inventories were $356
million and inventory turns were 4.1x at December 31, 2004,
compared to $351 million and 4.3x at September 30, 2004.

Total debt outstanding was $303 million at December 31, 2004,
compared to $299 million at September 30, 2004. Total debt to
capital decreased to 16.1% at December 31, 2004, compared to 16.4%
at September 30, 2004.

Cash flow used in operations was $18.8 million in the first
quarter, compared to cash flow used in operations of $15.7 million
in the year ago quarter. Capital expenditures were $14.0 million
in the first quarter, compared to $19.6 million in the prior year
quarter. It is anticipated that capital expenditures will be
slightly lower than depreciation for fiscal 2005.

               Second Quarter Fiscal 2005 Guidance

For the second quarter, sales are anticipated to range from $450
million to $480 million driven by improving trends in North
America and global growth in Wireless Infrastructure, offset
partially by a sequential decline of approximately $15 million to
$20 million of sales in Satellite Communications due mainly to a
reduced level of involvement in certain consumer broadband
satellite programs. Gross margin is anticipated to increase in the
second quarter due mainly to operational improvements and a
favorable product mix, offset partially by higher raw material
costs.

Total operating expenses are anticipated to modestly increase on
an absolute basis compared to the first quarter due mainly to
higher expenses associated with the acquisitions of ATC and
Xenicom and Sarbanes-Oxley compliance requirements. This outlook
does not include any impact related to the expensing of stock
options under the Financial Accounting Standards Board's Statement
123(R), which is effective for quarters beginning after June 15,
2005. The company anticipates an effective tax rate of
approximately 37.5%, which does not reflect the impact of any
potential repatriation of cash under the American Jobs Creation
Act.

Earnings per share are anticipated to range from $0.07 to $0.10,
including intangible amortization and restructuring costs of
approximately $0.02 per share. Diluted shares are anticipated to
be approximately 181 million.

"The underlying long-term trends driving network upgrades and
expansion continue to be healthy and we are encouraged by the
opportunities we see globally in the industry," said Faison. "Our
focus remains committed to delivering sales growth above the
market, improved operational performance and increased cash flow
from operations in fiscal 2005."

Attached to this news release are preliminary financial statements
for the first fiscal quarter ended December 31, 2004.

                         About Andrew

Andrew Corporation (NASDAQ:ANDW) designs, manufactures and
delivers innovative and essential equipment and solutions for the
global communications infrastructure market. The company serves
operators and original equipment manufacturers from facilities in
35 countries. Andrew -- http://www.andrew.com/-- headquartered in
Orland Park, IL, is an S&P 500 company founded in 1937.

                          *     *     *

As reported in the Troubled Company Reporter on July 9, 2004,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Andrew Corp.'s $240 million 3.25% convertible subordinated notes
due Aug. 15, 2013. In addition, Standard & Poor's assigned its
preliminary BB/B+ ratings to the company's $750 million Rule 415
shelf registration for senior unsecured/subordinated debt. A 'BB'
corporate credit rating also was assigned to Andrew Corp. The
outlook is stable.

As a result of the Allen Telecom and Celiant Corp. acquisitions in
July 2003 and June 2002, respectively, Andrew Corp. is one of the
leading global suppliers of communications products and systems to
the wireless subsystem infrastructure market. The company provides
total customer solutions, including virtually all components of a
wireless base station that are outsourced by major network
original equipment manufacturers and operators. As of March 31,
2004, total debt outstanding was about $353 million, adjusted for
operating leases.

"The ratings reflect a below-average business profile due to the
highly competitive and cyclical spending environment of the
wireless and cable television industries in which the company
operates, as well as its acquisitive growth strategy," said
Standard & Poor's credit analyst Rosemarie Kalinowski. "This is
partially offset by a solid financial profile for the rating and
the company's strong market position in wireless infrastructure
components."


ASTRIS ENERGI: Completes Czech Affiliate Purchase
-------------------------------------------------
Astris Energi, Inc., (OTC Bulletin Board:ASRNF) completed the
purchase of its affiliate Astris s.r.o., located in the Czech
Republic.  The terms of the deal were agreed to in a Memorandum of
Understanding signed in September 2004 and approved by Astris
shareholders at Astris' Annual and Special Meeting of Shareholders
on October 22, 2004.

Prior to the purchase, Astris owned 30% of the shares of Astris
s.r.o.  The remaining 70% was owned by Macnor Corp., a company
controlled by Astris President and CEO Jiri K. Nor. With the
completion of this purchase, Astris now owns 100% of the issued
and outstanding shares of Astris s.r.o.  Under the purchase terms,
Macnor received an aggregate consideration of 5,000,000 purchase
units. Each purchase unit consists of one common share and one
share purchase warrant.  2,000,000 of the warrants are exercisable
at CDN$0.90; 2,000,000 of the warrants are exercisable at
CDN$1.10; and 1,000,000 are exercisable at CDN$1.30.  The warrants
expire three years from the closing date.

Since 1992, Astris s.r.o. has focused on AFC electrode research
and development.  The company owns a 1.5-acre property in Vlasim,
Czech Republic with a 8,000 square foot manufacturing facility.
Currently, the site is the location of Astris' pilot production
line for the manufacture of its POWERSTACK(TM) MC250 fuel cells, a
key component to Astris' product line of AFC-powered portable and
stationary generators.

"The purchase of Astris s.r.o. adds approximately CDN$2.2 million
to our assets and completes a key phase of our business
development plan," said Anthony Durkacz, Vice President of
Finance.  "This will enable us to aggressively pursue
institutional funding; target large strategic partners; and
develop new revenue streams from product sales and licensing."

Astris Energi, Inc., -- http://www.astris.ca/-- is a late-stage
development company committed to becoming the leading provider of
affordable fuel cells and fuel cell generators internationally.
Over the past 21 years, more than $17 million has been spent to
develop Astris' alkaline fuel cell for commercial applications.
Astris is commencing pilot production of its POWERSTACK(TM) MC250
technology in 2005. Astris is the only publicly traded company in
North America focused exclusively on the alkaline fuel cell.

                      Going Concern Doubt

The Company has incurred several years of losses.  At
Sept. 30, 2004, the Company reported a deficit of $7,816,381 and
continues to expend cash amounts that significantly exceed
revenues.  These conditions cast significant doubt as to the
ability of the Company to continue in business and meet its
obligations as they come due.  Management is considering various
alternatives, including possible private placements to raise
capital in fiscal 2004.  Nevertheless, there is no assurance that
these initiatives will be successful.

The Company's continuance as a going concern is dependent on the
success of the efforts of its directors and principal shareholders
in providing financial support in the short term, the success of
the Company in raising additional long-term financing either from
its own resources or from third parties, the commercialization of
one or more of the Company's research projects and the Company
achieving profitable operations.


ATA AIRLINES: Gets Lease Decision Period Extended to February 25
----------------------------------------------------------------
As previously reported, Jeffrey Nelson, Esq., at Baker & Daniels,
in Indianapolis, Indiana, relates that ATA Airlines and its
debtor-affiliates were lessees or sublessees with respect to a
number of unexpired non-residential real property leases.

As part of their restructuring efforts, the Debtors are in the
process of evaluating the property covered by the Leases.  The
Debtors' decision with respect to each Lease depends in large part
on whether the location will play a future role under the Debtors'
plan or reorganization.  Whether each Lease is assumed, assumed
and assigned, or rejected will depend, most significantly, on
whether the Debtors will continue operations at the location once
a plan of reorganization is implemented.

Accordingly, the Debtors ask the Court to extend the time within
which they may assume, assume and assign, or reject unexpired non-
residential real property leases, to and including the earlier of
February 25, 2005, or the date on which a Plan is confirmed.

*   *   *

Pursuant to Section 365(d)(4) of the Bankruptcy Code, the period
in which the Debtors must assume, assume and assign, or reject any
and all unexpired non-residential real property leases is extended
through the earlier of February 25, 2005, or the date of
confirmation of a plan of reorganization.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from
Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco
to over 40 business and vacation destinations. Stock of parent
company, ATA Holdings Corp., is traded on the Nasdaq Stock
Exchange.  The Company and its debtor-affiliates filed for chapter
11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-
19866, 04-19868 through 04-19874). Terry E. Hall, Esq., at Baker &
Daniels, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $745,159,000 in total assets and $940,521,000 in total
debts.  (ATA Airlines Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ATA AIRLINES: Wants Plan Filing Period Extended to June 23
----------------------------------------------------------
Since the Petition Date, ATA Airlines and its debtor-affiliates
and their advisors have been evaluating all facets of their
businesses and operations to determine the best method for
returning value to their creditors, including analyzing leases of
aircraft used in the Debtors' operations and executory contracts.
Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the Debtors undertook an auction of certain
assets that culminated in the closing of a deal with Southwest
Airlines Co., involving the sale of certain of the Debtors' assets
at Midway Airport in Chicago, Illinois.

Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the Petition Date during which a debtor
has the exclusive right to file a plan of reorganization.
Section 1121(d) further provides that:

   "On request of a party in interest . . . and after notice and
   a hearing, the court may for cause reduce or increase the 120-
   day period or the 180-day period. . . ."

Mr. Nelson tells Judge Lorch that due to the complexity of the
auction and sale process, the overall complexity of these Chapter
11 cases, and despite diligent efforts working towards a fair and
equitable plan formulation, the Debtors will not be able to file a
plan by February 23, 2005.

Accordingly, the Debtors ask the United States Bankruptcy Court
for the Southern District of Indiana to extend the exclusive
period during which they may file a plan to and including
June 23, 2005.

The Debtors' motion filed with the U.S. Bankruptcy Court does not
seek an extension of the exclusive period to solicit acceptances
of the plan of reorganization.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from
Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco
to over 40 business and vacation destinations. Stock of parent
company, ATA Holdings Corp., is traded on the Nasdaq Stock
Exchange.  The Company and its debtor-affiliates filed for chapter
11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-
19866, 04-19868 through 04-19874). Terry E. Hall, Esq., at Baker &
Daniels, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $745,159,000 in total assets and $940,521,000 in total
debts.  (ATA Airlines Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


AXIA NETMEDIA: Will Release 2005 Second Quarter Results Today
-------------------------------------------------------------
Axia will release its fiscal Second Quarter 2005 results today,
February, 2, 2005.  Additionally, a conference call for the
investment community will be held Thursday, February 3, 2005 at
2:30 p.m. (Eastern) and 12:30 p.m. (Mountain).  Axia Chairman and
CEO Art Price, President Murray Wallace and Chief Financial
Officer Peter McKeown will participate.

To participate in the conference call, dial (416) 640-4127 in
Toronto and internationally.  If you are connecting from other
parts of Canada, dial 1-800-814-4857.  Please call 10 minutes
prior to the start of the call.  In addition, a live webcast
(listen-only mode) of the conference call will be available at:

http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=1004080

A replay of the conference call will be available at
(416) 640-1917 or 1-877-289-8525, passcode 21110624 followed by
the number sign from 4:30 p.m. (ET) February 3, 2005 to midnight
(ET) Thursday, February 10, 2005, or through the webcast archives
at http://www.newswire.ca/

Axia NetMedia Corporation is a leading designer, provisioner and
operator of Real Broadband networks to government and enterprise
customers in Canada and other parts of the world.  As an "operator
of operators", Axia provides Real Broadband guaranteed
connectivity using a unique business model that levels the playing
field for both urban and rural customers in a geographic region.
Axia's high-end e-learning applications connect people with the
tools and information they need to perform more effectively. Axia
has 186 employees and trades on the Toronto Stock Exchange under
the symbol "AXX".

                         *     *     *

As reported in the Troubled Company Reporter on May 28, 2004,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to industrial products manufacturer AXIA, Inc.  The
outlook is stable.


BALL CORP: Agrees to $125 Million Accelerated Stock Buyback
-----------------------------------------------------------
Ball Corporation (NYSE: BLL) has agreed to repurchase
approximately $125 million of its outstanding common stock in a
privately negotiated accelerated stock repurchase transaction with
BNP Paribas using cash on hand and available borrowings.  The
transaction immediately reduces Ball's reported outstanding common
stock by three million shares.

The shares are subject to a market price adjustment provision
which may require a payment to be made by Ball or to Ball based on
the volume weighted average trading price of the company's shares
over an agreed upon period of time.

After Monday's transaction, approximately eight million shares
remain under a stock repurchase authorization approved by the
company's board of directors in July 2004.

                        About the Company

Ball Corporation is a supplier of high-quality metal and plastic
packaging products to the beverage and food industries.  The
company also owns Ball Aerospace & Technologies Corp., which
develops sensors, spacecraft, systems and components for
government and commercial markets.  Ball employs more than 14,000
people worldwide and reported 2004 sales of $5.4 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2004,
Fitch Ratings has affirmed the ratings for Ball Corporation's
(NYSE: BLL) senior secured credit facilities and senior notes at
'BB+' and 'BB', respectively, and revised the Rating Outlook to
Positive. Approximately $1.6 billion of debt is affected by these
actions.

The ratings are supported by BLL's leading market positions,
stability of end markets and customers, steady margin performance,
and strong free cash flow generation. In the past two years, BLL
has successfully integrated the Schmalbach acquisition and has
utilized free cash flow to improve the balance sheet. Concerns
include higher share repurchases, potential leverage hikes related
to acquisition activities, price pressures in the plastics and
food can businesses, adverse weather conditions, and the uncertain
resolution of the German Deposit Law.

The Positive Outlook recognizes BLL's consistent delevering
efforts, improving financial performance, and the expectation that
the company will maintain current credit profile. Fitch believes
the company's targeted $250 million reduction in net debt in 2004
is achievable, given its margin expansion trend and strong free
cash flow generation. At the same time, Fitch expects the company
to significantly increase share repurchases beyond 2004 in the
absence of large acquisition opportunities, limiting further
balance sheet improvement.

BLL's credit profile is strong for the rating category: at
September 30, 2004 on an LTM basis:

   * EBITDA/interest was 6.4 times (x),
   * total adjusted debt/EBITDA was 2.5x, and
   * total adjusted debt/capital was 64.5%.


BANC OF AMERICA: Fitch Puts BB- Rating on $701,000 2005-1 Certs.
----------------------------------------------------------------
Banc of America Funding Corporation mortgage (BAFC) pass-through
certificates, series 2005-1, are rated by Fitch Ratings:

     -- $193,197,087 classes 1-A-1 through 1-A-10, 30-IO, 30-PO,
        and 1-A-R 'AAA' (senior certificates);

     -- $3,304,000 class B-1 'AA';

     -- $1,501,000 class B-2 'A';

     -- $701,000 class B-3 'BBB';

     -- $701,000 class B-4 'BB'.

The 'AAA' rating on the senior certificates reflects the 3.50%
subordination provided by

     * the 1.65% class B-1,
     * the 0.75% class B-2,
     * the 0.35% class B-3,
     * the 0.35% privately offered class B-4,
     * the 0.25% privately offered class B-5, and
     * the 0.15% privately offered class B-6 (B-5 and B-6 are not
       rated by Fitch).

The ratings on the class B-1, B-2, B-3, and B-4 certificates are
based on their respective subordination.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the high quality
of the underlying collateral purchased by Banc of America Funding
Corporation, the integrity of the legal and financial structures,
and the master servicing capabilities of Wells Fargo Bank, N.A.
(rated 'RMS1' by Fitch) and Washington Mutual Securities Corp.
(rated 'RMS2+' by Fitch).

The transaction consists of one group of 368 fully amortizing,
fixed interest rate, first lien mortgage loans, with original
terms to maturity of approximately 20-30 years.  The aggregate
unpaid principal balance of the pool is $200,205,119 as of Jan. 1,
2005 (the cut-off date), and the average principal balance is
$544,036.  The weighted average original loan-to-value ratio -
OLTV -- of the loan pool is approximately 70.52%; approximately
5.7% of the loans have an OLTV greater than 80%.  The weighted
average coupon - WAC -- of the mortgage loans is 6.039%, and the
weighted average FICO score is 721. Cash-out and rate/term
refinance loans represent 25.14% and 30.84% of the loan pool,
respectively.

The states that represent the largest geographic concentration
are:

     * California (49.99%),
     * New York (6.35%), and
     * Illinois (5.54%).

All other states represent less than 5% of the outstanding balance
of the pool.

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

BAFC, a special purpose corporation, purchased the mortgage loans
from:

     * Bank of America, N.A.,
     * Wells Fargo Bank, N.A.,
     * National City Mortgage Co.,
     * Chase Home Finance LLC,
     * Countrywide Home Loans, Inc.,
     * Loan City, and
     * American Home Mortgage

and deposited the loans in the trust, which issued the
certificates, representing undivided beneficial ownership in the
trust.  Wells Fargo Bank, N.A. and Washington Mutual Mortgage
Securities Corp. will serve as master servicers.  Wells Fargo
Bank, N.A. will serve as securities administrator.  Wachovia Bank,
N.A. will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust as a real estate mortgage
investment conduit.


BANC OF AMERICA: Fitch Assigns Low-B Ratings on 4 Mortgage Certs.
-----------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2005-1, mortgage
pass-through certificates are rated:

   Group 1 certificates:

        -- $240,024,624 classes 1-A-1 through 1-A-24, 1-A-R, 1-A-
           LR, 30-IO, and 30-PO 'AAA' (senior certificates);

        -- $3,454,000 class 30-B-1 'AA';

        -- $1,233,000 class 30-B-2 'A';

        -- $740,000 class 30-B-3 'BBB';

        -- $494,000 class 30-B-4 'BB';

        -- $370,000 class 30-B-5 'B'.

   Group 2 certificates:

        -- $76,723,652 classes 2-A-1, 15-IO, and 15-PO 'AAA'
           (senior certificates);

        -- $507,000 class 15-B-1 'AA';

        -- $351,000 class 15-B-2 'A';

        -- $78,000 class 15-B-4 'BB';

        -- $78,000 class 15-B-5 'B'.

The 'AAA' ratings on the group 1 senior certificates reflect the
2.70% subordination provided by:

        * the 1.40% class 30-B-1,
        * the 0.50% class 30-B-2,
        * the 0.30% class 30-B-3,
        * the 0.20% privately offered class 30-B-4,
        * the 0.15% privately offered class 30-B-5, and
        * the 0.15% privately offered class 30-B-6.

Classes rated based on their respective subordination:

        * 30-B-1 'AA',
        * 30-B-2 'A',
        * 30-B-3 'BBB',
        * 30-B-4 'BB', and
        * 30-B-5 'B'.

Class 30-B-6 is not rated by Fitch.

The 'AAA' ratings on the group 2 senior certificates reflect the
1.70% subordination provided by:

        * the 0.65% class 15-B-1,
        * the 0.45% class 15-B-2,
        * the 0.25% class 15-B-3 certificates,
        * the privately offered 0.10% class 15-B-4,
        * the privately offered 0.10% class 15-B-5, and
        * the privately offered 0.15% class 15-B-6.

Classes rated based on their respective subordination:

        * 15-B-1 'AA',
        * 15-B-2 'A',
        * 15-B-4 'BB', and
        * 15-B-5 'B'.

Classes 15-B-3 and 15-B-6 are not rated by Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by two pools of mortgage loans. Loan
group 1, respectively, collateralizes the group 1 certificates.
Loan group 2, respectively, collateralizes the group 2
certificates.

The group 1 collateral consists of 498 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 240 to 360 months.  The weighted
average original loan-to-value ratio - OLTV -- for the mortgage
loans in the pool is approximately 68.69%.  The average balance of
the mortgage loans is $495,353, and the weighted average coupon -
WAC -- of the loans is 5.812%.  The weighted average FICO credit
score for the group is 751.  Second homes constitute 5.41% and
there are no investor-occupied properties.  Rate/term and cash-out
refinances represent 36.79% and 16.69%, respectively, of the group
1 mortgage loans.

The states that represent the largest geographic concentration of
mortgaged properties are:

        * California (49.22%),
        * Florida (6.82%), and
        * Virginia (6.72%).

All other states constitute fewer than 5% of properties in the
group.

The group 2 collateral consists of 137 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
two-family residential mortgage loans with original terms to
stated maturity ranging from 120 to 180 months.  The weighted
average OLTV for the mortgage loans in the pool is approximately
61.30%.  The average balance of the mortgage loans is $569,715,
and the WAC of the loans is 5.320%.  The weighted average FICO
credit score for the group is 746.  Second homes constitute
12.46%, and there are no investor-occupied properties.  Rate/term
and cash-out refinances represent 43.59% and 23.29%, respectively,
of the group 2 mortgage loans.

The states that represent the largest geographic concentration of
mortgaged properties are:

        * California (43.73%),
        * Florida (13.14%), and
        * Illinois (7.72%).

All other states constitute fewer than 5% of properties in the
group.

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

Banc of America Mortgage Securities, Inc., deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association, will act as trustee.


BANC OF AMERICA: Fitch Puts Low-B Ratings on Two 2005-A Certs.
--------------------------------------------------------------
Banc of America Funding Corporation's -- BAFC -- mortgage
pass-through certificates, series 2005-A, are rated by Fitch
Ratings:

   Group 4 certificates:

       -- $152,993,000 classes 4-A-1 'AAA' (group 4 senior
          certificates);

       -- $2,451,000 class 4-B-1 'AA';

       -- $949,000 class 4-B-2 'A';

       -- $632,000 class 4-B-3 'BBB';

       -- $475,000 class 4-B-4 'BB';

       -- $316,000 class 4-B-5 'B'.

The 'AAA' rating on the group 4 senior certificate reflects the
3.25% subordination provided by classes 4-B-1 through 4-B-6.

The 'AA' rating on the class 4-B-1 certificate reflects the 1.70%
subordination provided by classes 4-B-2 through 4-B-6.

The 'A' rating on the class 4-B-2 certificate reflects the 1.10%
subordination provided by classes 4-B-3 through 4-B-6.

The 'BBB' rating on the class 4-B-3 certificate reflects the 0.70%
subordination provided by classes 4-B-4 through 4-B-6.

The 'BB' rating on the class 4-B-4 certificate reflects the 0.40%
subordination provided by classes 4-B-5 and 4-B-6.

The 'B' rating on the class 4-B-5 certificate reflects the 0.20%
subordination provided by class 4-B-6. Class 4-B-6 certificate is
not rated by Fitch.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the high quality
of the underlying collateral purchased by Banc of America Funding
Corporation, the integrity of the legal and financial structures,
and the servicing capabilities of Wells Fargo Bank, N.A. (rated
'RPS1' by Fitch), Bank of America, N.A. (rated 'RPS1'),
Countrywide Home Loans Servicing LP (rated 'RPS1'), and GreenPoint
Mortgage Funding, Inc. (rated 'RPS2-').

The trust is comprised of five loan groups of adjustable interest
rate, fully-amortizing mortgage loans secured by first liens on
one- to four-family residential properties.

Loan groups 1, 2, and 3 are cross-collateralized; loan group 4 is
a stand alone group; and loan group 5 is a stand alone group.
Fitch did not rate the certificates collateralized by loan groups
1, 2, 3 and 5.

Loan group 4 consists of 282 mortgage loans that have an original
term to maturity of 360 months.  The aggregate unpaid principal
balance of the pool is $158,132,581.16 as of Jan. 1, 2005 (the
cut-off date) and the average principal balance is $560,754.  The
weighted average original loan-to-value ratio - OLTV -- of the
loan pool is approximately 69.90%.  The weighted average coupon -
WAC -- of the mortgage loans is 5.391% and the weighted average
FICO score is 736.  Cash-out and rate/term refinance loans
represent 8.25% and 27.31% of the loan pool, respectively.

The state that represents the largest geographic concentration of
mortgaged properties is California (69.14%).  All other states
represent less than 5% of the outstanding balance of the pool.

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

BAFC, a special purpose corporation, deposited the loans in the
trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  Wachovia Bank, N.A. will serve
as trustee and Wells Fargo Bank, N.A. will serve as securities
administrator.  Elections will be made to treat the trust as
multiple real estate mortgage investment conduits for federal
income tax purposes.


BAYVIEW CAPITAL INC: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Bayview Capital, Inc.
        317 Dutchmans Point Road
        Mantolokin, New Jersey 08738-1011

Bankruptcy Case No.: 05-12757

Chapter 11 Petition Date: January 31, 2005

Court: District of New Jersey (Trenton)

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, LLC
                  25 Abe Voorhees Drive
                  Manasquan, New Jersey 08736
                  Tel: (732) 223-8484

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
James Maggs, Esq.                                       $113,812
Maggs & McDermott
800 Old Bridge Rd
Brielle, NJ 08730-1334
James Maggs,
(732) 223-9870

Howard Schraub                Trade debt                 $67,000
8746 Caminito Sueno
La Jolla, CA 92037-1604


BUCKEYE TECHNOLOGIES: Moody's Puts B1 Rating on $85M Sr. Term Loan
------------------------------------------------------------------
Moody's Investors Service assigns a B1 rating to Buckeye
Technologies Inc.'s (Buckeye) $85 million increase of its senior
secured term loan B, affirms all other ratings, and changes
outlook to stable from negative.

Buckeye is amending its current bank agreement to increase the
size of its existing term loan B by $85 million.  Proceeds from
the increased term loan along with $15 million of cash on hand
will be used to repurchase all, approximately $100 million, of the
company's outstanding 9.25% senior subordinated notes.

Ratings affirmed are:

   * Senior implied rated B2

   * Senior unsecured issuer rating rated Caa1

   * US$150 million, guaranteed senior secured term loan B, due
     October 15, 2008, rated B1

   * US$70 million, guaranteed senior secured revolver, due
     September 15, 2008, rated B1

   * US$200 million, 8.5%, guaranteed senior unsecured notes, due
     2013, rated B3

   * US$100 million, 9.25% senior subordinated notes, due 2008,
     rated Caa1

   * US$150 million, 8.0% senior subordinated notes, due 2010,
     rated Caa1

The outlook is stable.

Affirmation of the B2 senior implied rating reflects Buckeye
Technologies' leading position for several of its product,
continued focus on cost reduction, and improved liquidity.  The
ratings also reflect Buckeye's relatively weak operating
performance, (over the past several years) and earnings the
volatility in its earnings, which is due in part to its product
mix, as well as competitive pressures and industry over capacity
in various segments.

The change in outlook to stable from negative reflects the
company's improved liquidity due in part to an improving price
environment for a number of its products, a continued focus on
cost reduction, and lower debt levels.  The stable outlook also
reflects Moody's expectation that operating performance will
continue to improve, that management will continue to focus on
costs and further debt reduction, while maintaining the quality of
its asset base, and liquidity remains adequate.

In an effort to reduce the volatility of its earnings mix Buckeye
Technologies has been trying to reduce its dependence on market
fluff pulp production, which accounted for approximately 18% of
total sales in fiscal year 2004.  However, the Company continues
to have a sizeable position with 250,000 tonnes of fluff pulp, of
which only 50,000 tonnes is used internally for the production of
airlaid non-woven products.

Significant competition and industry capacity expansion in 2001
have also lead to over capacity in airlaid non-woven products.
Buckeye's aggregate operating rate for airlaid non-wovens is
approximately 70%.  Cotton cellulose based products have also been
significantly impacted in recent years due to the decrease in use
of higher quality cotton based paper.

Despite having a leading market position for a number of its
products the company competes against companies that are
substantially larger and with greater financial flexibility such
as Archer-Daniels-Midland, Borregard, Rayonier, Tembec, and
Weyerhauser for specialty fibers and Ahlstrom, GP, Kimberly Clark,
PGI, and Rayonier for airlaid non-wovens.

Over the past three and a half years Buckeye Technologies has
taken approximately $11 million in restructuring charges and $104
million in impairment charges as a result of its two phase
restructuring and impairment programs to reduce costs and improve
it competitiveness.  Even after adjusting for these one-time items
credit metrics have been very weak.  Leverage has consistently
been around 7.0x, with coverage below 2.0x and adjusted operating
earning unable to cover interest.

Buckeye Technologies has been able to generate positive free cash
flow on a rolling twelve-month basis for the last several
quarters, which has enabled it to reduce debt from approximately
$661 million in the 4Q03 to $571 million in the 2Q05 (the company
has a June fiscal year end).  However, despite a recent
improvement in gross margins, free cash flow has been driven in
large part by capex levels that have been significantly below
depreciation and a steady benefit from working capital due in part
to the closure of several facilities.

Although these events have enabled the company to reduce debt,
these events will not sustain cash flow over the long term and the
company must rely on an improved pricing environment and a
continued focus on costs to improve operating performance and
generate stronger credit metrics going forward.

Although Buckeye Technologies is exposed to commodity type
products a large percentage of its product mix is focused towards
more specialty items, which tend to have less volatile pricing.
These products are used in the manufacturing of LCD screens, tire
cords, thickeners, and food casings (chemical cellulose), as well
as more value added consumer staples such as diapers, wipes and
fem care products (non-wovens and fluff pulp), in addition to
filter and specialty papers including currency (customized
fibers).

Buckeye Technologies has also focused a significant amount of
effort on cost reductions with the closure of several inefficient
high cost facilities and reduced headcount from 2,200 to
approximately 1,700.  Closure of the Lumberton and Cork facilities
should reduce working capital requirements by $14 million.  The
company also announced the closure of their Glueckstadt facility
in Germany, which will cease operations by calendar year-end 2005.

Factors that could negatively impact the ratings or outlook would
be deterioration in operating performance or liquidity due in part
to a weak pricing environment for its products, higher inputs
costs, or increased competition, whereas a sustained improvement
in credit metrics and liquidity would be positive events.  Over
the near term, Moody's anticipates leverage moderating below the
5.0x level with coverage exceeding 2.0x and retained cash flow
before working capital approaching 10% on a sustained basis.  If
the Company meets or exceeds these levels on a sustained basis
while maintaining the quality of its asset base and adequate
liquidity the ratings and/or outlook would likely improve.

Moody's believes Buckeye Technologies is likely to remain free
cash flow breakeven to slightly positive over the next twelve
months and although cash on the balance sheet will be modest there
should be adequate availability under its $70 million revolver.
Although there are restrictions under its various bond indentures
limiting the amount of bank debt outstanding at anyone time the
most strict limitation is under its 2010 bond indenture for $275
million, which will allow for the increase in the term loan to
$185 million and the ability to draw under the revolver if needed.

Buckeye Technologies, Inc., based in Memphis, Tennessee, produces
and markets specialty cellulose products made from both wood and
cotton, utilizing air-laid and wet-laid processes.


CHESAPEAKE ENERGY: Hosting Fourth Quarter Webcast on Feb. 23
------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has scheduled its 2004
fourth quarter and full year earnings release to be issued after
the close of trading on the New York Stock Exchange on Tuesday,
Feb. 22, 2005.

A conference call is scheduled for Wednesday morning, Feb. 23,
2005, at 9:00 am EST to discuss the release.  The telephone number
to access the conference call is 913-981-5520.  We encourage those
who would like to participate in the call to place your calls
between 8:50 and 9:00 am EST.

For those unable to participate in the conference call, a replay
will be available for audio playback at 12:00 pm EST on Wednesday,
Feb. 23, 2005 and will run through midnight Tuesday, March 8,
2005.  The number to access the conference call replay is
719-457-0820; passcode for the replay is 9640052.

The conference call will also be simulcast live on the Internet
and can be accessed by going directly to the Chesapeake website at
http://www.chkenergy.com/and selecting "Conference Calls" under
the "Investor Relations" section.  The webcast of the conference
call will be available on our website indefinitely.

                        About the Company

Chesapeake Energy Corporation is the sixth largest independent
producer of natural gas in the U.S. Headquartered in Oklahoma
City, the company's operations are focused on exploratory and
developmental drilling and producing property acquisitions in the
Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast and
Ark-La-Tex regions of the United States. The company's Internet
address is http://www.chkenergy.com/

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2004,
Moody's assigned a Ba3 rating to Chesapeake Energy's $600 million
of 10-year senior unsecured notes, affirmed its Ba3 senior
unsecured note, Ba3 senior implied, and SGL-2 liquidity ratings,
and moved the outlook to positive from stable.


CIRTRAN CORP: Completes Compromise Settlement with IRS
------------------------------------------------------
CirTran Corporation (OTCBB:CIRT) has completed a compromise
settlement with the Internal Revenue Service, taking what it
called "a major step forward" in restructuring its balance sheet.

Iehab J. Hawatmeh, founder, president and CEO of CirTran, an
international full-service contract manufacturer of IT, consumer
and consumer electronics products, said the agreed-to $500,000 was
sent to the IRS "on-schedule and in accordance" with a settlement
reached late last year.

"CirTran has now satisfied all of its outstanding federal tax
liabilities, thus taking a major step forward in restructuring our
balance sheet," he said.

The IRS said it was owed $2.3 million by CirTran as of Sept. 30,
2004, when the company began the appeals process.  In November
2004, it notified CirTran that its offer in compromise had been
accepted.

Concurrent with announcing its settlement with the IRS in
November, CirTran also said it had reached agreement with Utah
State Tax Commission, allowing it to pay its liability in equal
monthly installments through December 2005.  Mr. Hawatmeh said
CirTran is "on-schedule " with these payments as well.

"The difficult times endured by the IT industry worldwide took
their toll on CirTran as well," said Mr. Hawatmeh.  "Now we see
light at the end of the tunnel, and believe that all these
problems will soon be behind us.  CirTran had a strong second half
of fiscal 2004  and are about the progress made in the early days
of 2005."

                        About the Company

CirTran Corporation (OTCBB:CIRT) -- http://www.cirtran.com/-- is
a premier international full-service contract manufacturer of low
to mid size volume contracts for printed circuit board assemblies,
cables and harnesses to the most exacting specifications.
Headquartered in Salt Lake City, CirTran's modern 40,000-square
foot manufacturing facility is the largest in the Intermountain
Region, providing "just-in-time" inventory management techniques
designed to minimize an OEM's investment in component inventories,
personnel and related facilities, while reducing costs and
ensuring speedy time-to-market.

                       About CirTran-Asia

CirTran-Asia -- http://www.CirTran-Asia.com/-- was formed in 2004
as a high-volume manufacturing arm and wholly-owned subsidiary of
CirTran Corporation with its principal office in ShenZhen, China.
CirTran-Asia operates in three primary business segments: high-
volume electronics, fitness equipment and household products
manufacturing, focusing on being a leading manufacturer for the
multi-billion dollar Direct Response Industry, which sells through
infomercials, print and Internet advertisements.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 5, 2005,
Cirtran Corporation sustained losses of $1,497,673 and $2,910,978
for the nine months ended Sept. 30, 2004, and the year ended
Dec. 31, 2003, respectively.  As of Sept. 30, 2004, and
Dec. 31, 2003, the Company had an accumulated deficit of
$19,638,953 and $18,141,280, respectively, and a total
stockholders' deficit of $3,684,023 and $4,915,251, respectively.
In addition, the Company used, rather than provided, cash in its
operations in the amounts of $1,075,957 and $1,123,818 for the
nine months ended September 30, 2004, and the year ended
Dec. 31, 2003, respectively.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

In addition, the Company is a defendant in numerous legal actions.
These matters may have a material impact on the Company's
financial position, although no assurance can be given regarding
the effect of these matters in the future.


CORNELL COS: Names Dr. Isabella Cunningham to Board
---------------------------------------------------
Cornell Companies, Inc. (NYSE: CRN) has appointed Isabella C. M.
Cunningham, Ph.D., to the Company's Board of Directors.
Dr. Cunningham began her service on the board on Jan. 26, 2005.
In addition, Director Marcus A. Watts has informed the Company
that he will not stand for reelection to the Company's Board of
Directors.

Dr. Cunningham is a private consultant and has held a variety of
positions in communications, marketing, law and business education
in the United States and internationally.  Since 1983, she has
been the Ernest A. Sharpe Professor in Communication at The
University of Texas at Austin.  Prior to that time, Dr. Cunningham
developed the first Criminal Justice Program at St. Edward's
University.  At that time, Dr. Cunningham worked closely with the
Texas Commission on Law Enforcement Officer Standards and
Education and its Director, Mr. Fred Toler, to develop academic
standards for promotion and advancement of officers, and a
graduate program in the Criminal Justice area.  She taught several
courses in that program and worked to develop specific training
for peace officers.

She has been published extensively in the area of business,
marketing and communications.  She holds a Ph.D. and a Master's
Degree in Business Administration and Marketing from Michigan
State University, a Master's Degree in Business Administration
from Escola de Administracao de Empresas de Sao Paulo, and a
Doctor of Jurisprudence Degree from Faculdade da Direito da
Universidade Catolica de Sao Paulo, Brazil.  Dr. Cunningham is a
director of XILIX Corp. and Dupont Photomasks, Inc.

Anthony R. Chase, lead director of the board of directors and
chairman of the Nominating Committee, said, "We welcome Isabella
to the Board.  She brings with her years of experience in
corporate and community service, including specific experience in
the criminal justice field.  We are delighted to have Isabella
join us and assist with our workload.  Her wealth of experience,
including her marketing expertise, will benefit Cornell and we
look forward to her valuable contributions in the future."

Regarding Mr. Watts' decision, his term of service will end as of
the Company's next annual meeting of stockholders.  In connection
with this decision, Mr. Watts said, "I have enjoyed my time on the
board and am pleased to have been able to serve with such a
distinguished group of directors."

"The Company was very lucky to have had Marc on the Board.  His
contribution over the past four years has been invaluable.  We
understand his decision to not stand for reelection and wish him
the best," stated Mr. Chase.

                        About the Company

Cornell Companies, Inc. is a leading private provider of
corrections, treatment and educational services outsourced by
federal, state and local governmental agencies.  Cornell provides
a diversified portfolio of services for adults and juveniles,
including incarceration and detention, transition from
incarceration, drug and alcohol treatment programs, behavioral
rehabilitation and treatment, and grades 3-12 alternative
education in an environment of dignity and respect, emphasizing
community safety and rehabilitation in support of public policy.
Cornell -- http://www.cornellcompanies.com/-- has 67 facilities
in 16 states and the District of Columbia and 5 facilities under
development or construction, including a facility in one
additional state. Cornell has a total service capacity of 18,390,
including capacity for 2,138 individuals that will be available
upon completion of facilities under development or construction.

                          *     *     *

Moody's Rating Services and Standard & Poor's assigned their
single-B ratings to Cornell Companies' 10-3/4% Senior Notes last
year.


COTT CORPORATION: Appoints Andrew Prozes to Board of Directors
--------------------------------------------------------------
Cott Corporation (NYSE:COT; TSX:BCB) reported the appointment of
Andrew Prozes, CEO of LexisNexis Group, to the Company's Board of
Directors effective immediately.  Cott's Board of Directors took
the action at its regular meeting on January 27, 2005.

A Canadian citizen, Mr. Prozes heads up the LexisNexis Group.
LexisNexis is a leader in global legal, news and business
information.  A member of Reed Elsevier Group plc, LexisNexis does
business in over 100 countries with approximately 14,000 employees
worldwide.  In addition to its flagship Web-based Lexis(R) and
Nexis(R) research services, the company includes some of
the world's most respected legal publishers such as
Martindale-Hubbell, Matthew Bender, Butterworths, JurisClasseur,
and Quicklaw.  Mr. Prozes serves on the Board of Directors of Reed
Elsevier.  He has also held senior executive positions with
Thomson Corporation and Southam Inc.

"We're thrilled to welcome Andy to our Board," commented Frank
Weise, chairman of Cott Corporation.  "His global perspective and
executive level experience with successful companies in both
Canada and the U.S. will be great assets to the Board of Directors
as Cott continues to expand its reach while working to improve
profit performance."

Mr. Prozes graduated from the first co-op mathematics class at the
University of Waterloo with a degree in Computer Science.  He
holds an MBA from York University.  Mr. Prozes graduated from the
Harvard Executive Management program in Strategic Marketing.

"I'm honoured to be joining Cott's Board of Directors at this
time," added Mr. Prozes.  "In addition to the talent and
experience that my fellow directors bring to the Company, John
Sheppard and his management team have a clear plan for the
Company's future and I'm pleased to be a part of it."

Cott Corporation is the world's largest retailer brand soft drink
supplier, with the leading take home carbonated soft drink market
shares in this segment in its core markets of the United States,
Canada and the United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 2, 2004,
Standard & Poor's Rating Services revised its outlook for Cott
Corp. to positive from stable. At the same time, Standard & Poor's
affirmed its 'BB' long-term corporate credit and 'B+' subordinated
debt ratings on Toronto, Ontario-based Cott Corp.

Total debt outstanding was about US$362 million at July 3, 2004.

As reported in the Troubled Company Reporter on Aug. 23, 2004,
Moody's Investors Service upgraded the ratings for Cott
Corporation recognizing the company's strong and consistent
financial and operating performance throughout the recent past and
affirming Moody's expectation of continued success over the
ratings horizon.


CP SHIPS: Expects $70 to $73 Million Net Income for 2004
--------------------------------------------------------
CP Ships Ltd. is in the process of finalizing its 2004 fourth
quarter and annual results and plans to report these fully on
February 10, 2005.

Based on preliminary estimates, CP Ships expects its 2004 full
year net income to be in the $70 to $73 million range, before
unusual charges of $5 million.  The unusual charges are for legal
and other costs of the Board's Special Committee review of the
August 2004 restatement and for costs of the departure of the
former CEO in December 2004.

In reporting third quarter results on 15th November 2004, CP Ships
expected 2004 net income to be similar to 2003's $82 million
before restatement.

"Fourth quarter operating income before unusual charges will
likely be our best quarter ever, albeit a little down on previous
guidance," said Chairman Ray Miles.  "So long as current industry
and market conditions continue, we maintain our outlook that 2005
earnings will substantially exceed 2004."

Management will host a conference call and webcast presentation
with the investment community at 11:00 EST, 4:00 pm UK time on
February 10.  The webcast will be accessible on the CP Ships
website -- http://www.cpships.com/--  where it will also be
available in archive.

One of the world's leading container shipping companies, CP Ships
provides international container transportation services in four
key regional markets: TransAtlantic, Australasia, Latin America
and Asia.  Within these markets CP Ships operates 39 services in
23 trade lanes, most of which are served by two or more of its
brands: ANZDL, Canada Maritime, Cast, Contship Containerlines,
Italia Line, Lykes Lines and TMM Lines.  As of Sept. 30, 2004, CP
Ships' vessel fleet was 81 ships and its container fleet 457,000
teu.  Its 2003 volume was 2.2 million teu, more than 80% of which
was North American exports or imports. It also owns Montreal
Gateway Terminals, which operates one of the largest marine
container terminal facilities in Canada.  CP Ships' stock is
traded on the Toronto and New York stock exchanges under the
symbol TEU.  It is listed in the S&P/TSX 60 Index of top Canadian
publicly listed companies.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2004,
Standard & Poor's Ratings Services assigned its 'BB+' rating to
container shipping company CP Ships Ltd.'s US$175 million
convertible senior subordinated note issue.  At the same time, the
'BBB-' long-term corporate credit and 'BB+' senior unsecured debt
ratings on the company were affirmed.  Proceeds from the notes
will be used to reduce drawings under the company's credit lines.
The outlook is stable.


CRANSTON, R.I.: Moody's Lifts Rating on General Obligation Bonds
----------------------------------------------------------------
Moody's Investors Service has upgraded to Baa3 with a positive
outlook from Ba1 with a negative outlook the underlying rating for
the City of Cranston's (Rhode Island) outstanding general
obligation bonds.

The upgrade affects approximately $66.4 million in previously
issued parity debt.  The upgrade to Baa3 reflects the elimination
of the city's accumulated operating deficits and augmentation of
its cash position, driven by a new administration and management
team's well-developed and timely implementation of a fiscal
recovery plan and strengthened fiscal oversight, as well as the
city's full funding of fiscal 2004's required pension
contribution.

The positive outlook reflects management's projections for surplus
operations in fiscal 2005 and ongoing structural balance between
recurring revenues and expenditures throughout the medium term, as
well as management's commitment to reduce the city's large,
unfunded pension obligation.  The Baa3 rating also reflects the
city's sizable, primarily residential tax base characterized by an
average socioeconomic profile, and a low debt burden.

                 Implementation Of Recovery Plan,
             Including Accelerated Funding Of Deficit
                  Through Tax Revenue Increases,
             Reverses Deteriorated Financial Position;
                      Challenges Still Exist

Moody's expects that Cranston's financial position will continue
to benefit from the implementation of a comprehensive fiscal
recovery plan drafted by the new administration and management
team in 2003 along with active involvement of the State Auditor
General.  The City's finances had severely deteriorated in recent
years, driven by weak fiscal oversight and poor budgetary
projections that led to accumulated operating deficits in the
General and School Department Funds and a large, unfunded pension
obligation.

After a new management team implemented a recovery plan, that
included a substantial statutorily authorized supplemental tax
increase of $11.6 million, conservative budget assumptions, and
prudent expenditure control efforts, Cranston achieved a positive
General Fund balance position in fiscal 2003 (equivalent to a
narrow 3.5% of General Fund revenues).  Since that time, the City
increased General Fund reserves to $16.1 million (a satisfactory
9.1% of revenues) in fiscal 2004, with the supplemental tax
incorporated into the baseline tax rate as well a further tax rate
increase.

Importantly, management expects to end fiscal 2005 with surplus
operations, given a budget based on conservative assumptions
including the funding of a $1 million required reserve. The City's
ability to effectuate its expectations for fiscal 2005 and to
maintain structurally balanced operations, at a minimum,
throughout the medium term will be an important consideration in
future rating decisions.

In addition to strengthening its General Fund position in fiscal
2004, the city also improved operations in its School Department
Fund.  The School Department Fund recorded a fiscal 2003
accumulated deficit of $3.9 million (3.8% of annual revenues), due
to a $1.35 million structural operating imbalance and a one-time
cost associated with a $2.3 million hospitalization fund deficit
(now collapsed into the School Department Fund).

In fiscal 2004, a $3.9 million one-time transfer from the General
Fund eliminated the accumulated deficit. Additionally, improved
budgeting and expenditure controls contributed to structurally
surplus operations in fiscal 2004, with the School Department
reserves ending the year at $1.6 million (a narrow 1.3% of annual
revenues).

In fiscal 2004, the City resumed funding the police and fire
pensions above the actuarially determined amount ($23.9 million
contributed, $21.9 million annual required contribution).
However, the pensions remain severely underfunded, leaving
Cranston with a substantial $215 million unfunded liability, and
an 11% funded ratio.  Going forward, management plans to make
annual contributions in an amount of at least $6 million above the
current year's pension costs.

Following this formula, management estimates that the City's
police and fire pension plan will be 50% funded by 2017 and 100%
funded by 2026.  Moody's believes that the retirement system is a
key component of the City's overall credit quality, and continued
reduction of the unfunded pension liability will be an integral
part of our future rating decisions.

                       Stable Residential City
               Characterized By Average Wealth Levels

Moody's expects the City's sizable $5.46 billion tax base to
continue to exhibit moderate growth in the medium term, given its
favorable location, status as the third most populous city in
Rhode Island, and ongoing residential development.  Cranston is a
stable, largely residential city (70% of assessed value) that
borders Providence (rated Baa1, with a positive outlook) and is
tied closely to the metro area economy.

A recent revaluation, effective fiscal 2004, has boosted assessed
valuation by 71.7%, capturing the significant market value
appreciation throughout the community.  Officials anticipate
future moderate growth, given ongoing and planned development
throughout the community.  Resident wealth levels remain on par
with state medians, and the full value per capita of $68,846 is
just below the state median.

Debt Position Expected To Remain Manageable

Moody's believes that Cranston's 1.4% overall debt position will
remain manageable given an aggressive amortization of principal
(64.1% in 10 years), and no other significant borrowing plans.
Although the city maintains large debt authorizations beyond the
current issue, management has no immediate bonding plans. Within
the next one to two years, however, the City may issue short-term
notes for various capital projects.
Outlook

The positive outlook reflects Moody's belief that, given the
implementation of the city's fiscal recovery plan, conservative
budgeting, a higher tax rate built into the tax structure, and
expected reduction of the unfunded pension liability, the City's
financial profile will continue to improve.

What could change the rating - UP:

   * Continued augmentation of reserve levels.

   * Reduction of the city's unfunded pension obligation.

   * Continued conservative approach to budgeting.

What could change the rating - DOWN:

   * Deterioration of reserves or liquidity among the city's major
     operating funds.

   * Inability to maintain recently improved fiscal oversight and
     budgeting.

Significant use of non-recurring solutions, including use of
pension assets, to balance budget.

Key Statistics:

   -- Parity debt: $66.4 million

   -- 2000 Population: 79,269

   -- 2004 Full value: $5.46 billion

   -- Full value per capita: $68,846

   -- Median family income: 104.7% of state

   -- Per capita income: 101.3% of state

   -- Overall debt burden: 1.4%

   -- Payout of principal (10 years): 64.1%

   -- FY04 General Fund balance: $16.1 million (9.1% of revenues)

   -- FY04 School Department Fund balance: $1.1 million (1.3% of
      revenues)


CWMBS INC: Fitch Puts Low-B Ratings on Two 2005-5 Mortgage Certs.
-----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates,
Countrywide Home Loans, Inc. - CHL -- mortgage pass-through trust
2005-5:

     -- $387.0 million classes A-1 through A-8, PO, and A-R
        certificates (senior certificates) 'AAA';

     -- $7.0 million class M certificates 'AA';

     -- $2.4 million class B-1 certificates 'A';

     -- $1.4 million class B-2 certificates 'BBB';

     -- $800,000 class B-3 certificates 'BB';

     -- $600,000 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.25%
subordination provided by:

     * the 1.75% class M,
     * the 0.60% class B-1,
     * the 0.35% class B-2,
     * the 0.20% privately offered class B-3,
     * the 0.15% privately offered class B-4, and
     * the 0.20% privately offered class B-5 (not rated by Fitch).

Classes rated based on their respective subordination:

     * M 'AA',
     * B-1 'A',
     * B-2 'BBB',
     * B-3 'BB', and
     * B-4 'B'.

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

The certificates represent an ownership interest in a group of
30-year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$367,145,098, as of the cut-off date, Jan. 1, 2005, secured by
first liens on one- to four- family residential properties.  The
mortgage pool, as of the cut-off date, demonstrates an approximate
weighted-average loan-to-value ratio - OLTV -- of 72.60%.  The
weighted average FICO credit score is approximately 743.  Cash-out
refinance loans represent 18.12% of the mortgage pool and second
homes 5.27%.  The average loan balance is $524,493.

The three states that represent the largest portion of mortgage
loans are:

     * California (48.27%),
     * New York (8.32%), and
     * New Jersey (4.25%).

Subsequent to the cut-off date, additional loans were purchased
prior to the closing date, Jan. 28, 2005.  The aggregate stated
principal balance of the mortgage loans transferred to the trust
fund on the closing date is $399,999,597.

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

Approximately 92.75% and 7.25% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios, and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

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


DELTA AIR: Completes Flight Reductions at DFW Int'l. Airport
------------------------------------------------------------
Delta Air Lines completed its planned reduction of daily flights
at DFW International Airport, and in the process has cleared 24
gates in DFW's Terminal E.  In September, Delta Air Lines said it
would drop DFW as one of its major hubs and greatly reduce its
flight operations in North Texas.  Nevertheless, Terminal E is
open for business and the empty gates represent an unprecedented
chance at growth for another carrier.

On this last day of Delta hub service at DFW, Airport Ambassadors
and volunteers hosted a small reception for Delta employees as a
way to thank them for their years of dedication to the airline and
the Airport.  The volunteers gave away cookies and ribbons, and
HMS Host provided Starbucks Coffee for the event.  In addition,
DFW posted a special e-message of thanks to Delta and its
employees on the Airport's web site, http://www.dfwairport.com/

On Feb. 1, DFW will regain control of 24 gates in Terminal E and
the Airport is currently in negotiations with multiple carriers
for use of those gates.  In early January, DFW offered the gates
in a package deal to any domestic airline interested in leasing at
least ten of them, as part of an unprecedented stimulus plan.  The
offer included free rent in Terminal E for one year and up to
$22-million in other incentives.

"Rest assured, we are doing everything we can to attract new or
increased service to DFW," said Jeff Fegan, CEO of DFW
International Airport.  "This temporary setback represents a
unique and very attractive opportunity for any carrier to gain a
considerable stronghold in the competitive North Texas air travel
market."

The impact of Delta's reduction of service at DFW Airport is
already having a profound impact on DFW International Airport and
the North Texas economy.  DFW alone will lose $50-million in
annual revenues.

Delta's restructuring also means the North Texas economy as a
whole will lose 7000 jobs and more than three-quarters of a
billion dollars annually as a ripple effect, according to a recent
study commissioned by the Airport.

"We're working to maintain our strong business relationships with
companies impacted negatively by Delta's reductions," said Kevin
Cox, Chief Operating Officer of DFW International Airport.  "We
will also pass measures to relieve concessionaires of many of
their minimum requirements to do business in Terminal E while we
search for another air carrier or carriers to step in."

The DFW International Airport Board later this week is expected to
approve an aid measure for concessionaires, relieving them of
normal rent payments until additional air service returns to
Terminal E. Last month, the Board set aside minimum commission
requirements from sales for concessionaires affected by Delta's
flight reductions.

"DFW has demonstrated time and again that it is committed to
seeing my business interests are protected," said Jethro Pugh,
owner of one of the concession businesses in Terminal E.  "We saw
it in the period of time after 9/11, and we're seeing it now.  The
Airport's leadership in times of difficulty is what sets it
apart."

Formerly the second-largest carrier at DFW and one of the original
carriers from the Airport's opening in 1974, Delta will now occupy
four gates in DFW's Terminal E.  Continental Airlines and
Northwest Airlines will each occupy three gates, while AeroMexico
and Champion Air will also continue to utilize gates in Terminal
E.

                        About the Company

Delta Air Lines -- http://delta.com/-- is the world's second
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 493
destinations in 87 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam,
Northwest Airlines, Continental Airlines and other partners.
Delta is a founding member of SkyTeam, a global airline alliance
that provides customers with extensive worldwide destinations,
flights and services.

At Dec. 31, 2004, Delta Air's balance sheet showed a $5.8 billion
stockholders' deficit, compared to a $659 million deficit at
Dec. 31, 2003.


DI GIORGIO: Tender Offer Termination Cues S&P to Affirm B Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Di
Giorgio Corp., including the 'B' corporate credit rating,
following the company's announcement that it has terminated its
previously announced offer to purchase its outstanding 10% senior
notes due 2007 and that it has withdrawn its previously announced
planned private offering of senior notes due 2013.  (Standard &
Poor's withdrew its 'B' rating on that planned offering.)  The
outlook remains stable. Di Giorgio's credit measures are in line
with current ratings.  The company has adequate liquidity and does
not face a sizable debt maturity until 2007, when its bank
facility and 10% senior notes mature.

"The ratings reflect the company's heavy debt burden, its
participation in the highly competitive food wholesale and
distribution industry, and the expectation that credit measures
will remain consistent with current ratings for the next several
years," said Standard & Poor's credit analyst Stella Kapur.

Although Carteret, New Jersey-based Di Giorgio has a somewhat
protected niche market position in the New York metropolitan area,
its customer base is concentrated.  Excluding The Great Atlantic &
Pacific Tea Co., Inc., -- A&P, which the company lost as a
customer in October 2003, Di Giorgio's five largest customers
accounted for 42% of last-12-month net sales as of Sept. 25, 2004.
This customer concentration, combined with heavy dependence on a
single market, exposes the company to potential revenue losses if
a key customer leaves or if there is an economic downturn in the
region.


DUKE FUNDING: S&P Places Ratings on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B, C-1, C-2, and D notes issued by Duke Funding II Ltd., a CDO
backed by ABS and other structured securities, on CreditWatch with
negative implications.  Concurrently, the ratings on the class
A-1 and A-2 notes are affirmed based on the level of credit
enhancement available.  The transaction is managed by Duke Funding
Management LLC.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the transaction was originated in October 2001.  These
factors primarily include a reduction in the level of
overcollateralization available to support the notes and a
decrease in the credit quality of the assets in the collateral
pool.

The overcollateralization ratios have shown some deterioration
since the transaction was initially rated.  According to the most
recently available trustee report (Dec. 15, 2004), the class A/B
overcollateralization ratio still remains in compliance, with a
ratio of 107.90%, versus the minimum required 105.89%; however,
this ratio has migrated from an initial value of 110.09%.  The
class C overcollateralization ratio is also in compliance, with a
ratio of 103.54%, versus the minimum required 101.53%; however,
this ratio has migrated from an initial value of 104.72%. Finally,
the class D overcollateralization ratio is currently at 102.10%
(above its minimum required ratio of 100.1%), but down from
103.28% at close.  Standard & Poor's also noted that the
calculation of the overcollateralization ratios include a
$2.02 million haircut in the numerator of the ratio.

Standard & Poor's will be reviewing the results of current cash
flow runs to determine the level of future defaults the rated
tranches can withstand under various stressed default timing and
interest rate scenarios while still paying all of the rated
interest and principal due on the notes.  The results of these
cash flow runs will be compared to the projected default
performance of the performing assets in the collateral pool to
determine whether the ratings currently assigned to the notes
remain consistent with the amount of credit enhancement available.

             Ratings Placed On CreditWatch Negative
                      Duke Funding II Ltd.

                Rating            Current        Original
   Class   To              From   Bal. ($ mil.)  Bal.($ mil.)
   -----   --              ----   -------------  ------------
   B       AA-/Watch Neg   AA-    40.000         40.000
   C-1     BBB/Watch Neg   BBB    4.933          6.000
   C-2     BBB/Watch Neg   BBB    6.578          8.000
   D       BB/Watch Neg    BB     4.000          4.000

                        Ratings Affirmed
                      Duke Funding II Ltd.

               Class   Rating   Balance ($ mil.)
               -----   ------   ----------------
               A-1     AAA               200.00
               A-2     AAA               33.00

Transaction Information:

Issuer:              Duke Funding II Ltd.
Co-issuer:           Duke Funding II Inc.
Current manager:     Duke Funding Management LLC
Underwriter:         Credit Suisse First Boston
Trustee:             JPMorganChase Bank
Transaction type:    CDO of ABS


DYCOAL INC: Sells Komar Briquetter Machine to Startec in 363 Sale
-----------------------------------------------------------------
Startec, Inc. (Pink Sheets: STIN) closes the sale of its primary
physical asset in the form of a coal briquetter machine known as a
Komar (Startec Roll) Briquetter S/N 3307, including all accessory
equipment required for operation.  Ownership of the machine was
held by I Briquetter, Ltd., a Nevada entity, wholly owned by
Startec, Inc., and Startec Development, LLC, another subsidiary of
Startec, Inc.

The sale to a Delaware limited liability company known as I
Synfuels, LLC, was completed on January 25, 2005.  The terms of
the sale provide for an initial payment of $1.6 million and the
possibility of future deferred income from the machine if
specified conditions are satisfied.  The bulk of the initial money
received from the asset sale was paid directly to Startec, Inc.'s
secured creditors, in partial satisfaction of Startec obligations,
and to Dycoal Inc., as provided below.  The cash paid to Startec
from this initial payment in the approximate sum of $121,000 is
being used to satisfy Startec's obligations to other creditors,
which will remain substantial, even after this payment.

By Order of the United States Bankruptcy Court for the Western
District of Pennsylvania in the Dycoal Inc. case, one-half any
income from the asset sold is to be divided evenly between the
Seller and Dycoal, Inc., debtor in the bankruptcy case.  Startec's
portion of the remaining income will be divided equally between
Startec's subsidiary, as Seller, and its secured creditors, Komar
Industries, Inc./KI Development, Ltd., until such time as
obligations totaling in excess of $6,000,000.00 have been paid to
those creditors.

Startec presently also owes significant sums to creditors other
than those secured creditors.  If the machine performs as expected
during an initial period, and if an agreement is reached by the
Buyer and other parties concerning certain legal and tax questions
that must be resolved in order to qualify the machine under the
terms of the contract of sale, the venture should produce an
income stream for I Briquetter, Ltd., beginning, possibly, in the
third quarter of 2005 and continuing through the end of 2007.  Any
income is subject to the interests of Dycoal and Startec's secured
creditors described above.  The exact amount of any income that
might be payable to Startec cannot be calculated because of many
variables with respect to the amount of coal processed, the BTU
content of the coal, the price of oil on the open market and other
factors, all of which are beyond the control of I Briquetter or
Startec.  Any revenue stream generated from the machine will
terminate no later than the end of 2007.

Dycoal, Inc., filed for chapter 11 protection on June 16, 1999
(Bankr. W.D. Pa. Case No. 99-24594) (McCullough, J.).  Michael
Kaminski, Esq., at DKW Law Group in Pittsburgh, represents Dycoal
in its restructuring.


EXCALIBUR INDUSTRIES: May Swap Debt for Equity to Reduce Debt
-------------------------------------------------------------
As of January 21, 2005, due to Excalibur Industries' discontinuing
the Tulsa-based companies and the amount of debt that its
continuing operations have to service, management does not believe
that the Company will be able to fund its operations, working
capital requirements and debt service requirements for at least
the next twelve months through cash flows generated from
operations.  Since it has no additional borrowings available under
its existing line of credit, the Company will need to continue to
finance its operations through other capital financings.  It has
sought, and continues to seek, equity financing and debt financing
in the form of a revised credit facility, private placement, or a
public offering to provide additional capital.  However, the
additional financing has not been available to Excalibur, and it
may continue to be unavailable to it, when and if needed, on
acceptable terms or at all.

                        Debt for Equity

In addition to the Company discontinuing the Tulsa-based companies
and the bank liquidation, it is continuing to seek other
restructuring measures to reduce its debt load, including the
possibility of converting some of its outstanding indebtedness,
accrued expenses, and accounts payable into its equity.  To date,
Excalibur Industries has received no commitments from any of its
creditors that they would agree to any such conversions or
settlements.

The Company may incur additional losses if the weak conditions in
the United States manufacturing sector or the energy field
services market continue, or if they deteriorate further. Such
losses could require the Company to renegotiate its affirmative
covenants with its lender, including the liquidity ratio and debt
service ratios.  The ability to comply with these covenants in the
future will depend on whether the Company can obtain additional
capital financing and increase its cash flows from operations.

Excalibur Industries intends to adopt a formal plan of
reorganization that it anticipates will include a restructuring of
its bank debt, seller notes, and stockholder debt so that its
remaining operating entity, Shumate Machine Works, can support the
ongoing debt service that remains after the proposed
restructuring.  Additionally, management anticipates substantial
reduced overhead costs from the closed Tulsa-based companies and
further reductions in the holding company expenses.  Further,
management anticipates that, due in part to increasing energy
prices, demand for its energy related field service products will
increase in the coming fiscal year.  The proposed reorganization,
debt restructuring, operating expense reductions, and the
Company's intent to capitalize on anticipated increase in demand
are the steps that management is taking to try to return to
profitability.  However, there can be no assurances that these
steps will be completed or that Excalibur will ever return to
profitability.

Management intends to retain any future earnings to retire debt,
finance the expansion of business and any necessary capital
expenditures, and for general corporate purposes.  All its bank
debt contains restrictions as to the payment of dividends.

Excalibur Industries, Inc., is a contract machining and
manufacturing company focused in the energy field services market.

On September 30, 2003, Excalibur Industries discontinued the
operations of its wholly owned subsidiaries, Excalibur Services,
Inc. and Excalibur Steel, Inc., and it also discontinued the
manufacturing operations of its wholly owned subsidiary Excalibur
Aerospace, Inc.

On December 9, 2003, Stillwater National Bank and Trust conducted
a UCC-1 sale of the equipment, inventory and other assets of the
Tulsa Operations in Tulsa, Oklahoma via an auctioneer hired by the
bank.  The net proceeds of this auction, in the approximate amount
of $690,000, were delivered directly to Stillwater National Bank
to pay for the costs of the auction of about $60,000, and applied
the remaining approximately $630,000 to the outstanding debt of
the Excalibur credit facility.  On December 31, 2003, Excalibur
Steel, Excalibur Services, and Excalibur Aerospace each filed a
voluntary petition for protection under Chapter 7 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court, Southern
District of Texas.  The three subsidiaries identified an aggregate
amount of $6,837,000 in liabilities on its debtor schedules in the
bankruptcy proceedings.


EXTENDICARE INC: Acquires Assisted Living Concepts for $129.5MM
---------------------------------------------------------------
Extendicare, Inc., (TSX:EXE.MV)(TSX:EXE.SV)(NYSE:EXE), and its
wholly owned U.S. subsidiary, Extendicare Health Services, Inc. --
EHSI, it has closed the acquisition of Assisted Living Concepts,
Inc., -- ALC (OTC. BB: ASLC).  The transaction was approved at an
ALC shareholders meeting held on Jan. 31, 2005.

EHSI entered into a definitive merger and acquisition agreement
with ALC to acquire all of the outstanding shares and stock
options of ALC for US$18.50 per share totalling approximately
US$129.5 million.  Total consideration for the transaction,
including assumption of debt, is approximately
US$278 million.

ALC has a portfolio of 177 assisted living facilities, comprised
of 122 owned properties and 55 leased facilities representing
6,838 units, located in 14 states; many in markets where
Extendicare already operates.  The portfolio is relatively new
having been constructed through the mid-to-late 1990's.

EHSI has financed this transaction through:

   * US$25 million cash on hand,
   * a US$55 million loan from Extendicare, Inc.,
   * drawing US$60 million from its revolving line of credit, and

EHSI assumed ALC's existing debt of US$138 million.

ALC's debt will be non-recourse to EHSI, and it will be excluded
from EHSI's existing financial covenants under EHSI's credit
facility.

With this acquisition, Extendicare, through its subsidiaries, now
operates 440 long-term care and assisted living facilities across
North America, with capacity for over 34,400 residents.  As well,
through its operations in the United States, Extendicare offers
medical specialty services such as subacute care and
rehabilitative therapy services, while home health care services
are provided in Canada.  The Company employs 38,500 people in
North America.

                         *     *     *

As reported in the Troubled Company Reporter on April 14, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to nursing home company Extendicare Health Services Inc.'s
(EHSI) new senior secured credit facility due June 2009.  A
recovery rating of '1' also was assigned to the facility,
indicating the expectation for a full recovery of principal in the
event of a default.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's $125 million of new senior subordinated notes due
2014.  Proceeds of the notes will be used, along with cash and a
modest draw on the new revolver, to repay existing senior
subordinated notes.  The outstanding ratings on the company and
its parent, Extendicare, Inc., including the 'B+' corporate credit
rating, were affirmed.  The outlook was revised to positive from
stable.


EYE CARE: Extends Senior & Sub. Debt Tender Offer Until Feb. 16
---------------------------------------------------------------
Eye Care Centers of America, Inc. is extending its offer to
purchase for cash all of its:

   -- $100 million aggregate principal amount of 9-1/8% Senior
      Subordinated Notes due 2008; and

   -- $30 million aggregate principal amount of Floating Interest
      Rate Subordinated Term Securities due 2008.

The tender offer, which was to have expired at 12:00 Midnight, New
York City time, on Jan. 31, 2005, will be extended to 12:00
Midnight, New York City time, on Feb. 16, 2005, unless further
extended or earlier terminated by ECCA.

The depositary, Global Bondholder Services Corporation, has
advised ECCA that:

   -- $91,935,000 aggregate principal amount of the Fixed Rate
      Notes, representing approximately 92% of the Fixed Rate
      Notes outstanding, and

   -- $30,000,000 aggregate principal amount of the Floating Rate
      Notes, representing 100% of the Floating Rate Notes
      outstanding,

had been validly tendered and not withdrawn as of 5:00 p.m., New
York City time, on Jan. 31, 2005.

ECCA accepted all consents validly tendered prior to 5:00 p.m.,
New York City time, on Jan. 14, 2005, and the supplemental
indenture, which eliminates substantially all of the restrictive
covenants and certain events of default contained in the indenture
governing the Notes, has been executed and will become effective
upon acceptance for payment of the Notes.  Notes tendered and
consents delivered prior to 5:00 p.m., New York City time, on
Jan. 14, 2005, may no longer be withdrawn or revoked.

The terms of the extended offers remain unchanged from the
original offers as set forth in the offering materials.  The total
consideration paid to holders that tendered their Notes and
delivered their consents prior to 5:00 p.m., New York City time,
on Jan. 14, 2005, was equal to $1,032.92 per $1,000 principal
amount of the Fixed Rate Notes and $1,002.50 per $1,000 principal
amount of the Floating Rate Notes, each of which included a
consent payment of $2.50 per $1,000 principal amount of the Notes.
Holders that tender their Notes after 5:00 p.m., New York City
time, on Jan. 14, 2005, and prior to the expiration of the tender
offer will receive $1,030.42 per $1,000 principal amount of the
Fixed Rate Notes and $1,000.00 per $1,000 principal amount of the
Floating Rate Notes.  Also, in all cases, ECCA will pay accrued
and unpaid interest on the Notes up to, but not including, the
date of payment.

The tender offer is being extended in order to satisfy, and
remains subject to, various conditions including the completion of
the acquisition of ECCA by Moulin International Holdings Limited
and Golden Gate Capital and the related financing transactions.

ECCA currently intends, but is not committed, to redeem all Notes
not tendered and accepted for payment shortly after the expiration
or termination of the tender offer at the applicable redemption
prices set forth in the Notes, plus accrued and unpaid interest
to, but not including, the redemption date.

Information regarding the pricing, tender and delivery procedures
and conditions of the tender offer and consent solicitation is
contained in the Offer to Purchase and Consent Solicitation
Statement dated Jan. 3, 2005, and related documents.  Copies of
these documents can be obtained by contacting Global Bondholder
Services Corporation, the information agent and depositary, at
(866) 294-2200 (toll free) or (212) 430-3774 (collect).  J.P.
Morgan Securities Inc. is the exclusive dealer manager and
solicitation agent for the tender offer and consent solicitation.
Additional information concerning the terms and conditions of the
tender offer and consent solicitation may be obtained by
contacting J.P. Morgan Securities Inc. at (212) 270-7407
(collect).

                        About the Company

Eye Care Centers of America, Inc. is the third largest operator of
optical retail stores in the United States as measured by revenue.
The company currently operates 377 stores in 33 states.  The
company's brand names include EyeMasters, Binyon's, Visionworks,
Hour Eyes, Dr. Bizer's VisionWorld, Dr. Bizer's ValuVision,
Doctor's ValuVision, Stein Optical, Vision World, and Eye DRx.
Founded in 1984, the company is headquartered in San Antonio,
Texas.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Standard & Poor's Ratings Services affirmed its ratings on Eye
Care Centers of America, Inc., including the 'B' corporate credit
rating. All ratings were removed from CreditWatch, where they
were placed with developing implications on Dec. 7, 2004. The
outlook is stable.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating to Eye Care Centers' proposed $190 million secured credit
facility. A recovery rating of '3' also was assigned to the loan,
indicating that lenders can expect a meaningful recovery of
principal (50%-80%) in the event of a default.

In addition, a 'CCC+' rating was assigned to Eye Care's proposed
$150 million subordinated note issuance.

Proceeds from the credit facility and subordinated notes, along
with $163 million in equity contribution, will be used to fund the
buyout of Eye Care Centers by Moulin International and Golden Gate
Capital. Moulin International (unrated), a Hong Kong based
optical frames manufacturer and distributor, will own a
controlling equity interest in the company. Pro forma for the
transaction, Eye Care will have about $315 million in funded debt.

"Ratings on the San Antonio-based specialty optical retail chain
reflect Eye Care Centers' participation in the increasingly
competitive and promotional optical retail industry, its small
size relative to key competitors, and high debt leverage," said
Standard & Poor's credit analyst Ana Lai.


FALCON PRODUCTS: Taps Stutman Treister as Reorganization Counsel
----------------------------------------------------------------
Falcon Products, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Missouri for
authority to retain Stutman, Treister & Glatt Professional
Corporation as their reorganization counsel.

Stutman Treister will:

   (a) advise the Debtors regarding matters of bankruptcy law,

   (b) represent the Debtors in proceedings and hearings

   (c) advise the Debtors concerning the requirements of the
       Bankruptcy Code, federal and local rules relating to the
       administration of these case and the effect of these cases
       on the operation of the Debtors' business and affairs,

   (d) prepare all necessary motions applications, orders, and
       other legal papers, and

   (e) assist the Debtors in the negotiation, preparation,
       confirmation, and implementation of a plan or plans of
       reorganization.

Stutman Treister discloses that the Debtors paid the Firm a
$400,000 retainer.  The current hourly rates of professionals at
Stutman Treister:

      Professional               Hourly Rate
      ------------               -----------
      Robert A. Greenfield           $695
      Jeffrey C. Krause              $610
      Eve H. Karasik                 $520
      Marina Fineman                 $380
      Andrew M. Parlen               $275
      Michelle S. Moghadom           $170

To the best of the Debtors' knowledge, Stutman Treister is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc. --
http://www.falconproducts.com/-- design, manufacture, and market
an extensive line of furniture for the food service, hospitality
and lodging, office, healthcare and education segments of the
commercial furniture market.  The Debtor and its eight debtor-
affiliates filed for chapter 11 protection on January 31, 2005
(Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade Hockett,
Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP represent
the debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FALCON PRODUCTS: Look for Bankruptcy Schedules by Apr. 18
---------------------------------------------------------
Falcon Products, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Missouri for an
extension until Apr. 18, 2005, to file their:

   (a) schedules of assets and liabilities,
   (b) statement of financial affairs,
   (c) schedule of current income and expenses,
   (d) list of executory contracts and unexpired leases, and
   (e) list of equity security holders.

The Debtors also seek the authority of the Court to file their
schedules and statements on a consolidated basis. The Debtors
operated as a single, integrated enterprise, and detailed
financial information is maintained on a consolidated basis.

The Debtors explain that due to the size and complexity of their
operations, they need more time to gather the necessary
information to accurately prepare and file their schedules and
statements.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc. --
http://www.falconproducts.com/-- design, manufacture, and market
an extensive line of furniture for the food service, hospitality
and lodging, office, healthcare and education segments of the
commercial furniture market.  The Debtor and its eight debtor-
affiliates filed for chapter 11 protection on January 31, 2005
(Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade Hockett,
Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP represent
the debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FEDERAL-MOGUL: Champion Pension Trustees Okays FM Ignition Scheme
-----------------------------------------------------------------
Ann Hearn and Champion Pensions Limited, in their capacity as
Trustees of the Champion Pension Scheme, assert claims against
U.K. Debtor Federal-Mogul Ignition (U.K.) Limited, on behalf of
the FM Ignition Pension Plan.

The Debtors' Third Amended Joint Plan of Reorganization intended
that the U.K. Debtors would each propose a Scheme of Arrangement
or Company Voluntary Arrangement in the administration proceedings
held in the United Kingdom.  It is also intended that the Scheme
or CVA in relation to FM Ignition should be in terms the same or
substantially similar effect as Section 3.7.3 of the Plan.

Section 3.7.3(b)(i) of the Plan provides that for the FM Ignition
Pension Plan claims to receive "Treatment A" under the Plan, the
Trustees must:

     "(i) . . . vote in favor of acceptance of the Plan for FM
     Ignition and give irrevocable undertaking at least 5 Business
     Days before the Confirmation Hearing that they will vote to
     approve a Scheme of Arrangement and/or Voluntary Arrangement,
     as appropriate, for FM Ignition in terms to the same or
     substantially similar effect so far as relevant to FM
     Ignition as the terms of . . . Section 3.7.3(b)"

The Trustees have cast a ballot in favor of the Plan.  They want
"Treatment A" apply to FM Ignition Pension Plan claims, consistent
with Section 3.7.3(b)(i) of the Plan.

In their Irrevocable Undertaking dated December 3, 2004, the
Trustees swear that they will support and vote to approve the
Scheme or CVA, in respect of the FM Ignition Pension Plan;
provided it contains terms to the same or substantially similar
effect as the terms of Section 3.7.3(b) of the Plan.  The
Irrevocable Undertaking is conditioned on the Plan's ultimate
confirmation by the Bankruptcy Court.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  (Federal-Mogul
Bankruptcy News, Issue No. 71; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLEXTRONICS: Grants Stock Options to New Employees
--------------------------------------------------
Flextronics (Nasdaq: FLEX) will grant options to purchase an
aggregate of approximately 1.5 million ordinary shares to
employees of recently acquired software design companies and other
new employees.  The options will be granted from the company's
2004 Award Plan for New Employees, will have an exercise price
equal to the closing price of Flextronics' ordinary shares on the
date of grant, will expire 10 years after the date of grant (or
following termination of employment, if earlier), and will become
exercisable over four years, with the first 25% becoming
exercisable on the first anniversary of the date of grant and the
remainder becoming exercisable in equal monthly installments
thereafter.

                        About the Company

Headquartered in Singapore (Singapore reg no.199002645H),
Flextronics -- http://www.flextronics.com/-- is the leading
Electronics Manufacturing Services (EMS) provider focused on
delivering innovative design and manufacturing services to
technology companies.  With fiscal year 2004 revenues of USD$14.5
billion, Flextronics is a major global operating company that
helps customers design, build, ship, and service electronics
products through a network of facilities in 32 countries on five
continents. This global presence provides customers with complete
design, engineering, and manufacturing resources that are
vertically integrated with component capabilities to optimize
their operations by lowering their costs and reducing their time
to market.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2004,
Moody's Investors Service assigned a Ba2 rating to Flextronics
International Ltd.'s new $500 million 6.25% senior subordinated
notes, due 2014. At the same time, the company was assigned a
liquidity rating of SGL-1, reflecting Flextronics' significant
on-hand liquidity, unfettered access to the sizeable $1.1 billion
revolver and the expectation for generating moderately positive
free cash flow (pre-Nortel payments) over the next twelve months.

The affirmation of the existing ratings and stable outlook
incorporates the company's fairly conservative capital structure
as well as its sustained ability to produce meaningful sales
growth and slow, steady margin expansion. The ratings further
balance the execution risk presented by the Nortel acquisition and
the company's ability to produce adequate capital returns on each
of the emerging ODM and software initiatives. The ratings outlook
is stable. Net proceeds from the notes offering will be utilized
to repay existing borrowings under the revolving credit facility,
with excess of approximately $145 million set aside in support of
general corporate purposes.


FOSTER WHEELER: Sets Annual Shareholders' Meeting For May 10
------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWHLF) said it expects to hold its
2005 Annual General Meeting of Shareholders on Tuesday, May 10,
2005, at 9:00 a.m. (EDT) at the company's offices located at
Perryville Corporate Park, Clinton, New Jersey.  Any shareholder
proposals, including any regarding the nomination of persons for
election to the board of directors, should be submitted in writing
to the attention of:

         The Corporate Secretary
         Foster Wheeler Ltd.
         Perryville Corporate Park
         Clinton, New Jersey 08809-4000

no later than March 7, 2005.

A Notice of Meeting and Proxy Statement will be mailed to the
company's shareholders prior to the meeting.

                        About the Company

Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining, oil
and gas, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries.  The corporation is based
in Hamilton, Bermuda, and its operational headquarters are in
Clinton, New Jersey, USA.

At Sept. 24, 2004, Foster Wheeler's balance sheet showed a
$441,238,000 stockholders' deficit, compared to an $872,440,000
deficit at Dec. 26, 2003.


GE COMMERCIAL: S&P Places Low-B Ratings on Six Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GE Commercial Mortgage Corp.'s $1.707 billion
commercial mortgage pass-through certificates series 2005-C1.

The preliminary ratings are based on information as of
Jan. 31, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

   (1) the credit support provided by the subordinate classes of
       certificates,

   (2) the liquidity provided by the fiscal agent,

   (3) the economics of the underlying loans, and

   (4) the geographic and property type diversity of the loans.

Classes A-1, A-2, A-3, A-AB, A-4, A-5, A-1A, A-J, B, C, D, and X-2
are currently being offered publicly.  The remaining classes will
be offered privately.  Standard & Poor's analysis determined that,
on a weighted average basis, the pool has a debt service coverage
of 1.46x, a beginning LTV of 96.0%, and an ending LTV of 85.9%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.

                  Preliminary Ratings Assigned
                  GE Commercial Mortgage Corp.

           Class         Rating           Amount ($)
           -----         ------           ----------
           A-1*          AAA              76,758,000
           A-2*          AAA             419,364,000
           A-3*          AAA             155,543,000
           A-4*          AAA              36,998,000
           A-AB*         AAA              49,587,000
           A-5*          AAA             481,049,000
           A-1A*         AAA             146,374,000
           A-J*          AAA             113,095,000
           B             AA               42,677,000
           C             AA-              17,071,000
           D             A                27,740,000
           E             A-               14,937,000
           F             BBB+             23,473,000
           G             BBB              14,937,000
           H             BBB-             25,606,000
           J             BB+               4,268,000
           K             BB                8,535,000
           L             BB-              10,670,000
           M             B+                2,134,000
           N             B                 6,401,000
           O             B-                4,268,000
           P             N.R.             25,606,868
           X-P**         AAA           1,656,689,000***
           X-C**         AAA           1,707,091,868***

              * Classes A-1, A-2, A-3, A-AB, A-4, A-5, and A-1A
                receive interest and principal before class A-J.
                Losses are borne by the A-J class before classes
                A-1, A-2, A-3, A-AB, A-4, A-5 and A-1A, which will
                be applied pari passu.

             ** Interest-only class

            *** Notional amount

                N.R. -- Not rated.


GLOBAL HOLDINGS: TSX Delists Multiple Voting Shares
---------------------------------------------------
Global (GMPC) Holdings, Inc., (TSX VENTURE:GGH.MV.A) (TSX
VENTURE:GGH.SV.B) reported that at the close of business on
Jan. 28, 2005, the Company's Multiple Voting Shares will be
delisted from the TSX Venture Exchange.

The holders of the Multiple Voting Shares have the right, at any
time, to require that the Corporation exchange Multiple Voting
Shares held by them into Subordinate Voting Shares, on the basis
of one Subordinate Voting Share for one Multiple Voting Share.
Such exchange shall be completed by the remittance to the
Corporation of a written notice to that effect together with the
share certificate.  Share certificates can be delivered to:

            Global (GMPC) Holdings Inc.
            2300 Yonge Street, Suite 3000
            Toronto, ON M4P 1E4
            Attn: Chris Carmichael

Currently the Company has a total of 40,230,535 Subordinate Voting
Shares outstanding and 3,843,035 Multiple Voting Shares
outstanding.  The Company's Subordinate Voting Shares will remain
listed on the TSX Venture Exchange under the symbol GGH.SV.B

Global (GMPC) Holdings, Inc., is a merchant bank, which provides
bridge loan services (asset back/collateralized financing), to
companies across many industries such as oil & gas, mining, real
estate, manufacturing, retail, financial services, technology and
biotechnology.


HIGH VOLTAGE: Seeks Interim Financing to Provide More Liquidity
---------------------------------------------------------------
High Voltage Engineering Corporation is seeking interim financing
to provide additional liquidity to the company.  HVE is
experiencing significant liquidity difficulties particularly
affecting the U.S. operations of its Robicon Corporation
subsidiary, where it has recently decreased its production,
furloughed a portion of its work force and implemented other cost-
cutting measures.

As previously reported by HVE in connection with the announcement
of its second quarter results, the company currently has no
material availability under its existing credit lines.  In
addition to Robicon, the company's other principal operating
subsidiary, ASIRobicon SpA, is also incurring significant
liquidity issues primarily relating to insufficient cash flow from
operations.  HVE is soliciting additional financing for working
capital purposes for each of ASIRobicon SpA and Robicon
Corporation.  The liquidity issues have not significantly impacted
HVE's other operating businesses and its foreign operations
including Evans, High Voltage Engineering Europa, ASIRobicon, Ltd.
and ASIRobicon Shanghai Electric Company.

In light of the company's financial challenges, HVE is exploring a
number of strategic options, including a possible sale of all or
some of its operating businesses.  HVE, with assistance from its
financial and legal advisors, is exploring additional financing
through either the equity or debts markets, as well as through a
possible sale of all or some of its businesses.  There can be no
assurance however, that sufficient financing can be obtained, can
be obtained on a timely basis, or can be obtained on commercially
reasonable terms.  The failure of the company to obtain additional
financing, consummate significant asset sales quickly, or resolve
future defaults with respect to its loan agreements and other
debt, may require the company to seek protection under Chapter 11
of the federal bankruptcy code and would have a material adverse
effect on the company's financial condition.

                        About the Company

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corp., designs and manufactures technology-based
products in three segments: power conversion technology and
automation, advanced surface analysis instruments and services,
and monitoring instrumentation and control systems for heavy
machinery and vehicles.  The Company filed for chapter 11
protection on March 1, 2004 (Bankr. Mass. Case No. 04-11586).
The Company was represented by Fried, Frank, Harris, Shriver, &
Jacobson LLP, Goulston & Storrs, P.C., and Evercore Restructuring
L.P. When the Company filed for protection from its creditors, it
listed estimated debts and assets of more than $100 million.

The Company's Third Amended Joint Chapter 11 Plan of
Reorganization was confirmed by the U.S. Bankruptcy Court for the
District of Massachusetts on July 21, 2004, allowing the Company
to emerge only 163 days after it commenced its chapter 11 case.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2005,
High Voltage has entered into a Management Agreement with Marotta
Gund Budd & Dzera, LLC, pursuant to which their associate Charles
A. Schultz, Jr., will become HVE's interim Chief Financial
Officer.


HILITE INT'L: Moody's Puts B3 Rating on $150M Sr. Sub. Notes
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
guaranteed senior subordinated notes of Hilite International, Inc.
("Hilite Holdings" individually and "Hilite" for the consolidated
company) and effectively downgraded the Hilite family's senior
implied rating to B1, from Ba3.

Proceeds from the senior subordinated notes and the anticipated
new revolving credit facility at primary domestic subsidiary
Hilite Industries, Inc. will be utilized to refinance existing
debt and pay transaction fees and expenses.  The rating outlook
for Hilite is stable following these rating actions.

The rating actions pertaining to Hilite are:

Hilite Holdings:

   -- Assignment of B3 rating for the proposed $150 million of
      guaranteed senior subordinated unsecured notes due 2012, to
      be issued under rule 144A with registration rights;

   -- Assignment of B1 senior implied rating for Hilite Holdings
      (corresponding with a withdrawal of the previously assigned
      Ba3 senior implied rating at Hilite Industries)

   -- Represents an effective downgrade of the senior implied
      rating for the Hilite family to B1, from Ba3

   -- The movement of the senior implied rating up to the Hilite
      Holdings level was necessitated by Hilite's proposed
      issuance of debt at the holding company level;

   -- Assignment of B2 senior unsecured issuer rating for Hilite
      Holdings (corresponding with a withdrawal of the previously
      assigned B1 senior implied rating at Hilite Industries)

   -- Represents an effective downgrade of the senior unsecured
      issuer rating for the Hilite family to B2, from B1

   -- The movement of the senior unsecured issuer rating up to the
      Hilite Holdings level was necessitated by Hilite's proposed
      issuance of debt at the holding company level;

Hilite Industries:

   -- Downgrade to B1, from Ba3, of the existing $50 million
      guaranteed senior secured revolving credit facility due
      March 2008;

   -- Downgrade to B1, from Ba3, of the existing $125 million
      guaranteed senior secured term loan A due March 2009;

   -- Withdrawal of the existing Ba3 senior implied rating
      (corresponding with the assignment of a B1 senior implied
       rating at Hilite Holdings)

   -- Withdrawal of the existing B1 senior unsecured issuer rating
      (corresponding with the assignment of a B2 senior unsecured
      issuer rating at Hilite Holdings)

Hilite Germany GmbH & Co. KG:

   -- Downgrade to B1, from Ba3, of Euro 60 million guaranteed
      senior secured term loan A due March 2009

Moody's initially assigned ratings for the existing senior secured
credit facilities of Hilite Industries and Hilite Germany during
February 2003.

Ratings for these existing facilities will be withdrawn upon the
closing of the proposed $150 million senior subordinated notes
offering by Hilite Holdings and the simultaneous closing of Hilite
Industries' proposed new $85 million guaranteed senior secured
revolving credit facility maturing 2010, which Moody's has not
been asked to rate.  Unused effective revolving credit
availability on the closing date should approximate $41 million.

While the proposed refinancing transactions will benefit Hilite
International by extending debt maturities and deferring principal
amortization that would have been required under the existing
credit facilities, the rating downgrades reflect Moody's growing
concern regarding the company's ability to maintain existing
revenues and operating margins.  This is based upon Hilite's
modest scale relative to competitors and customers, combined with
very challenging industry conditions and upward cost pressures.

Hilite International's ratings will continue to be challenged
prospectively by the difficulty of maintaining margins in the face
of intense competition from primarily larger and more financially
secure auto parts suppliers, ongoing consolidation of these
suppliers, intensifying price compression from original equipment
vehicle manufacturers ("OEM"), rising commodity prices, reduced
industry vehicle production volumes in both North America and
Europe due to factors including rising dealer inventories and gas
prices and also the declining impact of incentives on vehicle
sales, delayed or cancelled new vehicle program launches,
declining market shares of Hilite's key customers, significant
ongoing launch and R&D expenditures, reduced up-front tooling and
engineering OEM reimbursement rates, and stepped-up reporting
requirements necessitating public filings of financial statements
by Hilite following the notes offering.

Moody's additionally notes that despite the significant technology
contained within Hilite International's product lines, these
products appear more commodity-like in nature based upon current
business dynamics than the rating agency had determined during
earlier evaluations.  Hilite is increasingly being required to
implement additional price reductions over previously contracted
levels in order to remain eligible to bid on new business with
several major customers.

While Hilite International 's 2004 credit metrics continued to be
consistent with a weak Ba3 senior implied rating or a strong B1
senior implied rating, results fell well behind beginning-of-year
estimates.  Moody's remains concerned whether Hilite will
experience a gradual slide in performance and be unable to offset
the substantial majority of incremental costs/price reductions
that it potentially faces.

International's customer base remains highly concentrated with
General Motors, Volkswagen, and Audi, which are all expected to
experience performance challenges over the next year.  Moody's
furthermore believes that Hilite is motivated to pursue an
aggressive acquisition strategy in order to increase its
competitive standing and improve potential returns to the
company's equity investors.

The pro forma debt structure following the proposed refinancing
transactions will notably perpetuate the mismatch between Hilite
International's dollar-denominated US debt facilities and the fact
that a substantial portion of the Company's revenues and asset
bases are domiciled in Europe.

Hilite International's ratings gain support from LTM credit
protection measures that remain favorable relative to peers within
its rating category, and from the elimination of Hilite's
significant level of impending near-term loan principal
amortization requirements and extension of its debt maturity
profile through the proposed refinancing transactions.  In
addition, the company remains a global supplier capable of single
sourcing worldwide operations for OEM's.

Demand for Hilite's key product lines stands to benefit from
increased regulatory pressures for improved emissions control,
combined with consumers' desire for enhanced fuel economy and the
increased penetration of automatic transmissions in Europe.  The
majority of the company's products benefit from long life cycles,
seven-to-15 years for engine parts, as most are not model-
specific.

Hilite has more completely integrated its 2002 acquisition of
Hydraulik-Ring GmbH in Germany and believes that it is realizing
significant benefits from the acquired technologies, materially
increased geographic diversification, and expanded customer base.
The company also recently opened a sales office in China following
several business wins in that region.

Management believes that approximately 90% of Hilite
International's expected sales volume through 2007 will come from
products already under contract.  The Company is highly focused on
reducing its cost base through lean manufacturing, plant
consolidation, and improved manufacturing efficiencies, as well as
through improved raw materials sourcing procedures.  Hilite's
senior management team has collectively contributed $5.2 million
of cash equity and is therefore significantly invested in the
company.  Overall cash equity invested in the company by
management and the sponsors approximates $122 million.

Future events that could result in an unfavorable adjustment to
Hilite's outlook or ratings include material declines in margins
and free cash flow performance resulting in rising leverage,
declining liquidity and weakening cash interest coverage.
Continued high levels of non-contractual price give-backs, loss of
market share by Hilite or its key customers, pursuit of a material
acquisition which is not readily accretive to performance,
inability to offset rising commodity prices, and further evidence
of a reduced technological advantage versus competitors would
pressure ratings, especially if decreased cushions under covenants
and/or increased revolving credit borrowings result in
insufficient liquidity.

A future improvement in Hilite's outlook or ratings is viewed by
Moody's as the less likely outcome but could result if margins
stabilize and substantial net debt reduction occurs, and if the
company is also awarded significant new high-margin business with
a broadened base of customers.

Hilite's consolidated September 30, 2004 credit protection
measures pro forma for the proposed refinancing transactions
include total debt/EBITDA leverage approximating 3.1x before off-
balance sheet items and total debt/EBITDAR leverage including off-
balance sheet items as debt approximating 3.3x.  Pro forma closing
EBIT coverage of cash interest is weakened but still healthy at
about 2.0x, while the pro forma EBIT return on total assets
declined to about 6.5% and pro forma "retained cash flow less
CapEx"/total debt remained favorable at almost 7.5%.

For the twelve months ended September 30, 2004, on an as-adjusted
basis, the non-guarantor subsidiaries would have had approximately
$26.7 million of trade payables and no debt outstanding, excluding
intercompany debt, would have held approximately 53% of
consolidated assets, and would have generated approximately 54% of
our consolidated net sales and 52% of our EBITDA.

Hilite industries' proposed $85 million guaranteed senior secured
revolving credit facility will be secured by substantially all
assets and stock of itself and its direct and indirect domestic
subsidiaries, and by 65% of the stock of foreign subsidiaries.
Downstream guarantees will be provided by ultimate holding company
Hilite Holdings, and direct holding company Hilite International
Group Holdco, Inc., and upstream guarantees will be provided by
all direct and indirect domestic subsidiaries.

Hilite Holdings' proposed $150 million of guaranteed senior
subordinated unsecured notes will be guaranteed on an unsecured
senior subordinated basis by each of the current and future
domestic subsidiaries that will guarantee the new senior secured
credit facility, including Hilite Industries, the primary borrower
under the credit agreement.  These notes will be contractually
subordinated to all senior debt of the issuer and guarantors,
effectively subordinated all secured debt of Hilite Holdings and
its subsidiaries to the extent of the value of the assets, and
structurally subordinated to all liabilities of non-guarantor
subsidiaries.

The proposed notes will be non-call for four years until 2008,
will contain a 35% equity clawback provision effective on or
before 2008, and also a change of control provision entitling
holders to require repurchase at a price of 101.  The proposed
notes will additionally contain a 30-day grace period for non-
payment of interest together with provisions to permit the
blockage of all payments on the notes and the subsidiary
guarantees for up to 179 days in the event of certain non-payment
defaults.

Hilite International, headquartered in Cleveland, Ohio, is a
designer and manufacturer of highly-engineered, valve-based
components, assemblies, and systems used principally in powertrain
(engine and transmission) applications for the automotive market.
Products offered include camphasers, diesel valves, cylinder
deactivation valves, and emissions control units for engine
applications; solenoid valves and proportioning valves for
transmission applications; and brake proportioning valves, and
wheel cylinders for brake applications.  The majority of Hilite's
equity is owned by a combination of private equity sponsors and
several members of management.  The Company's annualized revenues
approximate $400 million.


HUNTSMAN CORP: Moody's Reviews Debt Ratings for Possible Upgrade
----------------------------------------------------------------
Moody's Investors Service places the ratings of Huntsman LLC
(senior implied at B2 - HLLC), Huntsman International Holdings LLC
(senior implied at B2 - HIH), Huntsman International LLC (senior
unsecured at B3 - HI), and Huntsman Advanced Materials LLC (senior
implied at B2 Advanced Materials) under review for possible
upgrade.

The action follows a further review of the specifics of the
initial public offering (IPO) transaction for Huntsman
Corporation, along with a better understanding of Huntsman
Corporation's future strategies to reduce debt and simplify its
operating structure.  Moody's assigned a B1 senior implied rating
and Caa1 senior unsecured rating to the new parent company
Huntsman Corporation.  The outlook for Huntsman Corporation's (HC)
rating is stable.

Moody's also expects to possibly upgrade the existing Huntsman
entities that are currently rated.  When the IPO is successfully
completed the outlook for the existing ratings, that are now under
review, will likely move to stable.  These possible ratings moves
assume that the IPO will be completed in a timely fashion and will
be executed within the financial and documentation parameters that
have been shared with Moody's.  It is our belief that the IPO
proceeds, to be used for debt reduction, will reach subsidiaries
via equity injections as opposed to inter-company debt
obligations.

Huntsman Corp. has filed a registration statement with the
Securities and Exchange Commission for a proposed IPO of its
common stock.  Huntsman Corp. is the new holding company that will
own or control the existing Huntsman companies.  Moody's expects
Huntsman Corp. to raise approximately $1.3 billion in net proceeds
from the IPO offering, which Huntsman Corp. will use to repay
indebtedness at various subsidiaries.

In addition, a portion of the proceeds from any exercise of the
underwriter's over-allotment option may be used to further reduce
outstanding indebtedness.  Moody's believes that, subject to
improvements in cash flow from operations, further material
reductions in indebtedness are likely over the next several years.

Moody's also believes that large debt financed acquisitions to
grow the group are no longer a central operating strategy.  While
the possible upgrades incorporate strategic bolt-on acquisitions
they are not expected to be material or to delay the expected
improvement in credit metrics as debt is reduced.  Existing
Huntsman stockholders are also expected to participate in the
offering and Huntsman Corp. will not benefit from these secondary
sale proceeds.  Moody's believes the Huntsman family will continue
to have effective control of the new public corporation.

The ratings assigned are:

   -- Huntsman Corporation:

      * Senior Implied - B1

      * Issuer Rating - Caa1

      * Outlook - Stable

The ratings placed under review for possible upgrade:

   -- Huntsman LLC:

      * Guaranteed senior secured revolving credit facility, $350
        million due 2009 -- B1 - would move to Ba3

      * Guaranteed senior secured term loan B, $715 million due
        2010 -- B2 - would move to B1

      * Guaranteed senior secured notes, $451 million due 2010 -
        B2 - would move to B1

      * Guaranteed senior unsecured notes, $300 million due 2012 -
        - B3 - would move to B2

      * Guaranteed senior unsecured floating rate notes, $100
        million due 2011 -- B3 - would move to B2

      * Senior Implied - B2 - would move to B1

      * Issuer Rating - Caa1 - would move to B3

   -- Huntsman International Holdings LLC:

      * Guaranteed senior secured revolving credit facility, $375
        million due 2008 -- B1* - would move to Ba3

      * Guaranteed senior secured multi currency facility, $50
        million due 2008 -- B1* - would move to Ba3

      * Guaranteed senior secured term loan B, $1,340 million due
        2010 -- B1 - would move to Ba3

      * Approximately $479 million accreted value senior discount
        notes, due 2009- Caa2 - would move to B3

      * Senior Implied - B2 - would move to B1

      * Issuer Rating -- Caa2 - would move to B3

* These two facilities in combination total $375 million

   -- Huntsman International LLC

      * Guaranteed senior secured revolving credit facility, $375
        million due 2008 -- B1* - would move to Ba3

      * Guaranteed senior secured multi currency facility, $50
        million due 2008 -- B1* - would move to Ba3

      * Guaranteed senior secured term loan B, $1,340 million due
        2010 -- B1 - would move to Ba3

      * Guaranteed senior unsecured notes, $150 million due 2009 -
        - B3 - would move to B2

      * Guaranteed senior unsecured notes, $300 million due 2009 -
        - B3 - would move to B2

      * Guaranteed senior subordinated notes, $350 million due
        2015 -- Caa1 - would move to B3

      * Senior subordinated notes due 2009 -- Caa1 - would move to
        B3

* These two facilities in combination total $375 million

   -- Huntsman Advanced Materials LLC:

      * Guaranteed senior secured notes, $250 million due 2010 --
        B2 - would move to Ba3

      * Guaranteed senior secured floating rate notes, $100
        million due 2008 -- B2 - would move to Ba3

      * Senior Implied -- B2 - would move to Ba3

      * Issuer Rating -- Caa1 - would move to B1

Currently the only debt, rated by Moody's, that has been
identified in the Form S-1 filing (the filing is not yet
effective) for reduction includes approximately $489.9 million to
redeem substantially all of Huntsman International 's 13.375%
Senior Discount Notes due 2009 (the "HIH Senior Discount Notes");
approximately $177.9 million to repay $159.4 million in aggregate
principal amount of Huntsman LLC 's 11 5/8% Senior Secured Notes
due 2010 (the "HLLC Senior Secured Notes").

Total debt at the Huntsman Corp. level Pro Forma for the IPO may
drop to approximately $5.1 billion from $6.2 billion. There will
also be substantial debt reduction at the HMP Equity Holdings
Corporation entity.

The possible upgrades and stable outlooks reflect the effect of
the IPO on the debt profile of the Company, and the prospect of
changes in HC financial policies, which we believe, include
additional debt reduction.  Moody's believes the completion of the
IPO will have a positive impact on the group's credit metrics.

The possible upgrades assume the strong likelihood for continued
debt reduction given the expected improvement in the operating
performance of the various entities.  This assumption is supported
by the group's recent strength in business fundamentals.  The
possible stable outlooks assume that the various companies will
demonstrate sustainable profitability and free cash flow
generation over the next several years.  Moody's notes that free
cash flow generation at the group has been relatively weak over
the last several years.

Moody's notes that the companies, even after the IPO, remain
highly levered and the ratings and outlooks are based on the
expectation of material debt reduction over the next twelve
months.  If this debt reduction is slowed the ratings or outlooks
could be pressured downward.  If, however, free cash flow
generation were to reach or exceed $500 million in 2005 and be
used for debt reduction and this was combined with ongoing
positive industry fundamentals, over the intermediate term, the
outlook or ratings would be positively pressured.

Moody's notes that Huntsman Corp.'s principal operating
subsidiaries, Huntsman International, Huntsman LLC and Advanced
Materials, are currently financed separately from each other and
this may continue for some time.  The debt instruments of each
such subsidiary limit Huntsman Corp.'s ability to allocate cash
flow or resources from one subsidiary, and its related group of
subsidiaries, to another subsidiary group.  It is for this reason
Moody's rates these companies primarily on a stand-alone basis.

Advanced Materials, which is likely to see a possible move to Ba3
on its senior secured note, is not directly benefiting from the
IPO proceeds in terms of specific debt reduction.  Moody's
possible upgrade expects that Advanced Materials will remain
relatively un-levered going forward and thus warrants a stronger
potential move upward.

The possible upgrade at Advanced Materials also results from an
improved operating outlook and a meaningful change in the groups
over all financial philosophy.  The possible stable outlook at
Advanced Materials reflects the prospect of uncertainty
surrounding the efforts to simplify Huntsman Corp.'s corporate
structure over time.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products.  Huntsman Corp.'s products are
used in a wide range of applications, including those in the
adhesives, aerospace, automotive, construction products, durable
and non-durable consumer products, electronics, medical,
packaging, paints and coatings, power generation, refining and
synthetic fiber industries.  Huntsman Corp. had pro forma revenues
for the nine months ended September 30, 2004 and the year ended
December 31, 2003 of $8.4 billion and $9.3 billion, respectively.


HYDROCHEM INDUSTRIAL: Moody's Junks $150 Million Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to HydroChem
Industrial Services, Inc.'s proposed $150 million issue of senior
subordinated notes due 2013.  At the same time Moody's affirmed
the existing ratings of the Company.  The outlook on the ratings
is stable.

The proceeds from the proposed subordinated note offering,
together with $25 million drawn under a proposed $55 million
senior secured credit facility due 2011, (unrated) and $60 million
of equity will be used to refinance the purchase of the Company by
Oaktree Capital Management which was finalized December 31, 2004.

Oaktree Capital paid $237 million or approximately 6.8 times the
company's twelve month ended September 30, 2004 EBITDA as adjusted
for recent contractual wins.  Oaktree also entered into an earnout
agreement, which will require additional cash payments of up to
$10 million for company performance for the 2005 period as well as
the cash value of realized benefits of certain tax loss
carryforwards.

The ratings acknowledge the operating improvements generated from
new management initiatives in late 2002.  However, these benefits
are offset by the increase in leverage from the recapitalization,
especially in light of the HydroChem Industrial's history of
relatively flat sales and lack of pricing power despite the
cyclical upturn in the principal sectors it serves, including
petrochemicals and petroleum.

Pro forma leverage is high at 5 times the twelve months ended
September 28, 2004 EBITDA.  In addition, HydroChem Industrial has
a weak pro forma balance sheet with negative shareholders equity
and intangibles comprising 53% of total assets.

The ratings, however, also reflect the improved free cash flow
generation that represents 7.8% of pro forma debt; the improvement
in asset utilization as measured by pro forma EBIT to total assets
which went from 10% for fiscal 2003 to 15% for the twelve months
ended September 28, 2004; and improved EBIT-based fixed charge
coverage of 1.5 times in the current pro forma period versus 1
time twelve months ago.

The ratings also incorporate HydroChem Industrial's diversified
product offering and national scope and the stability of demand
for most of the company's industrial cleaning services.

The outlook for the ratings is stable.  The current rating assumes
that the Company will be able to double its retained cash during
2005 and to delever to under 4.25 times by the beginning of fiscal
2006.  Lower than anticipated cash generation and debt reduction
could have negative rating implications.  A sustained improvement
in sales generation, retained cash and leverage below 4 times
EBITDA would provide upward pressure on the rating.

The Caa1 rating on the proposed $150 million issue of senior
subordinated notes due 2013 reflects the structural subordination
of the notes to senior debt including borrowings under the credit
facility.  The notes will be guaranteed, on a senior subordinated
unsecured basis, by HydroChem's direct and indirect Restricted
Subsidiaries that are Domestic Subsidiaries.  Debt incurrence will
be limited by a fixed charge test, as defined, of 2 times.

The ratings affected are:

   * Senior Implied of B2, affirmed;

   * Senior Unsecured Issuer rating of B3, affirmed;

   * $110 million issue of 10.375% senior subordinated notes due
     2007, affirmed at Caa1;

   * Proposed $150 million issue of senior subordinated notes due
     2013, assigned a Caa1.

The outlook is stable.

Upon the refinancing of the 10.375% senior subordinated notes due
2007 with the proceeds of the new financing, the rating will be
withdrawn.

HydroChem Industrial Services, Inc., based in Houston, Texas is
the parent company of HydroChem Industrial Cleaning, Inc. and
HydroChem International, Inc.  HydroChem Industrial Services is an
operating company, which is a wholly-owned subsidiary of HydroChem
Holding, Inc.  The Company is a national provider of industrial
cleaning services to a diversified client base of over 800
customers, often under long-term contracts, including Fortune 500
and S&P Global 1200 companies.

For the twelve month period ended September 30, 2004, total sales
were comprised of hydroblasting services (40%), industrial
vacuuming services (30.6%), chemical cleaning services (20.9%),
and tank cleaning services (4.3%) and other (3.3%). The company's
revenues are generated from services to the petrochemical industry
(40.6%), oil refining (30.6%), electric utilities (20.9%), pulp
and paper mills (3.3%), with the remainder (4.6%) coming from
other industries.


IKON OFFICE: Earns $16.6 Million of Net Income in First Quarter
---------------------------------------------------------------
IKON Office Solutions (NYSE:IKN) reported results for the first
quarter of Fiscal 2005.  Net income for the first quarter was
$16.6 million.  The Company previously communicated expectations
of $.12 to $.14.

Total revenues were $1.1 billion for the first quarter of Fiscal
2005.  The decline of 3.6% from the first quarter of Fiscal 2004
was primarily attributable to the decline in finance revenues as a
result of the transition out of captive leasing in North America.
Foreign currency translation provided a 1.5% benefit to total
revenues.  Targeted revenues, which exclude technology hardware
and finance revenues in North America, increased by approximately
3%, due to positive performance in service offerings and the
benefits of the fees received from GE Commercial Finance.

"We made important progress on a number of key initiatives in the
quarter," stated Matthew J. Espe, IKON's Chairman and Chief
Executive Officer.  "Although we did absorb weakness in North
American equipment sales and off-site Managed Services in the
quarter, these challenges were offset by solid results in Customer
Services, Professional Services and on-site Managed Services.  On-
site Managed Services delivered another strong quarter, winning
new multi-year contracts while strengthening our base of recurring
revenue.  In addition, Europe delivered a strong quarter in both
revenue and operating margin expansion.  Our national account
program, which leverages both our equipment and service offerings,
continued to grow revenues in the quarter, with 13 new contract
wins."

Mr. Espe continued, "As we launched important strategic
initiatives including the new integrated selling model and a
broader Professional Services coverage strategy, we experienced a
temporary decline in sales productivity which impacted our North
American equipment performance in the first quarter.  These major
improvements to our coverage and selling processes extended our
selling cycle in the quarter.  We remain confident in the
financial and competitive benefits these strategies will bring to
the Company and expect our productivity to substantially improve
throughout Fiscal 2005.

"Our off-site Managed Services businesses, comprised of legal
document services and digital printing, experienced another
quarter of softness and produced lower revenues and reduced
operating profitability compared to the prior year.  In contrast
to our other service offerings, these two businesses are short-
cycle in nature and are highly price competitive.  As a result, we
are taking aggressive actions to improve the flexibility of the
cost structure of these businesses.

"The strategic priorities we set for 2005 around operating
leverage, core growth, and expansion are well underway.  We have
seen significant progress in many of our growth platforms and will
continue to invest in efficiency initiatives to achieve future
operational improvements," said Mr. Espe.

                        Financial Analysis

Net Sales of $461.9 million, which includes the sale of
copier/printer multifunction equipment and supplies, increased by
2.3% from the first quarter of Fiscal 2004.  Growth in
copier/printer equipment revenues, which represents approximately
90% of Net Sales, was 3.5% and was primarily driven by the current
leasing model and strong performance in many of our growth
platforms such as national accounts, on-site Managed Services and
Europe.  The current leasing model provides the Company with
origination fees for leases funded in the U.S. and Canada as part
of the Company's strategic alliance with GE.  Without the leasing
model, equipment revenues would have been down 5.6% over the first
quarter a year ago due to weakness in North American equipment
sales.  Gross profit margin on Net Sales declined to 28.4% from
29.5% in the first quarter of Fiscal 2004, due primarily to the
mix of products sold and growth in lower margin national account
revenues.  However, gross profit margin increased sequentially
from 27.3% in the fourth quarter of Fiscal 2004.

Services of $602.9 million, which includes revenues from the
servicing of copier/printer equipment, Managed Services (on- and
off-site), Professional Services, rentals and other fees,
increased by 2.9% from the first quarter of Fiscal 2004.  Overall
Services growth was driven by growth in Customer Service, on-site
Managed Services, and Professional Services, as well as profit
sharing and fees received from GE under the strategic alliance.
Customer Services, which represents approximately 60% of Services,
grew by 2.1% compared to the prior year, fueled primarily by
double-digit growth in color and production copy volumes. Total
services growth was partially affected by declines in off-site
Managed Services.  Gross profit margin on Services held constant
with the same period a year ago, at 40.0%.

Finance Income of $30.8 million declined by 68.9% from the prior
year due to the Company's transition out of captive lease
financing in North America.  Most of the finance income from the
retained U.S. portfolio is expected to run off by 2007.  Gross
profit margin on finance income increased to 74.4% for the first
quarter from 64.7% for the same period a year ago, due to the
higher margins associated with the European and retained U.S.
leasing portfolios.

Selling and Administrative Expenses declined by $18.7 million from
the first quarter of the prior year, primarily as a result of the
leasing transition.  Sequentially, expenses declined by $22.0
million reflecting lower selling expense, administrative headcount
reductions, and ongoing centralization actions to leverage process
and economic efficiencies. Expenses also benefited in the quarter
from a refund of administrative fees from GE.

Taxes on income for the first quarter of Fiscal 2005 were
calculated at an effective income tax rate of 32.5% compared to
37.8% for the first quarter of Fiscal 2004. The decrease in the
effective income tax rate was due to a benefit of $1.3 million
received during this quarter from tax planning strategies in
Europe. The effective income tax rate for the remaining quarters
of Fiscal 2005 will be 38.0%, resulting in a full year effective
tax rate of 37.0%.

                  Balance Sheet and Liquidity

Unrestricted cash was $292 million as of December 31, 2004, with
cash used for operations in the first quarter totaling
approximately $92 million compared to a use of cash in the prior
year's first quarter of $122 million.  Capital expenditures on
operating rentals and property and equipment, net of proceeds,
totaled $17 million for the quarter compared to $13 million for
the same period a year ago.  As a result of a reduction in debt in
the quarter, the total debt to capital ratio decreased to 47% from
49% at the end of Fiscal 2004.

During the first quarter, the Company repurchased 1.96 million
shares of IKON's outstanding common stock for approximately $22
million.  Since March 31, 2004, the Company has repurchased 8.7
million shares for approximately $99 million, leaving $151 million
remaining for share repurchases under the 2004 Board
authorization.

IKON's Board of Directors approved the Company's regular quarterly
cash dividend of $.04 per common share, payable on March 10, 2005
to holders of record at the close of business on February 22,
2005.

                              Outlook

"We are energized by the work we have underway - the success we're
seeing in services growth combined with actions we're taking to
drive further expense reductions," said Mr. Espe.  "As we ramp up
our strategic initiatives for 2005, including improvements in our
sales coverage model, we are taking steps to align our cost
structure and balance selling and administrative expenses to
ensure we meet our goals.  We are maintaining our full year
expectations for earnings per diluted share in the range of $.63
to $.68. This outlook excludes any charges we may incur to improve
our business, including possible charges for the off-site Managed
Services business, as well as the expensing of stock options
beginning in the fourth quarter of Fiscal 2005.

"Second quarter earnings per diluted share are expected to be in
the range of $.14 to $.16," concluded Mr. Espe.

                           About IKON

IKON Office Solutions -- http://www.ikon.com/-- the world's
largest independent channel for copier, printer and MFP
technologies, delivers integrated document management solutions
and systems, enabling customers worldwide to improve document
workflow and increase efficiency.  IKON integrates best-in-class
systems from leading manufacturers, such as Canon, Ricoh, Konica
Minolta, EFI and HP, and document management software from
companies like Captaris, EMC (Documentum), Kofax and others, to
deliver tailored, high-value solutions implemented and supported
by its global services organization - IKON Enterprise Services.
IKON represents one of the industry's broadest portfolios of
document management services, including professional services, a
unique blend of on-site and off-site managed services, customized
workflow solutions, and comprehensive support through its service
force of 16,600 employees, including its team of 7,000 customer
service technicians and support resources worldwide.  With Fiscal
2004 revenues of $4.65 billion, IKON has approximately 500
locations throughout North America and Western Europe.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 4, 2005,
Moody's assigned a first time speculative grade liquidity rating
of SGL-1 for IKON Office Solutions, indicating very good
liquidity.  The rating considers its $473 million of cash balances
at September 2004, expectations of adequate cash flow from
operations to finance capital expenditures, and good room under
the covenants in its largely undrawn $200 million secured bank
facility, all in the context of its public debt maturities, which
total approximately $57 million over the next twelve months.


INTERSTATE BAKERIES: Retains Houlihan Lokey as Financial Advisor
----------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in
Interstate Bakeries Corporation and its debtor-affiliates' chapter
11 cases, wants to retain Houlihan Lokey Howard & Zukin Capital,
Inc., as its financial advisor, nunc pro tunc to Nov. 29, 2004.

The Equity Committee needs Houlihan Lokey to assist it in the
tasks associated with analyzing and implementing critical
restructuring alternatives, and to help guide it through the
Debtors' reorganization efforts.

Houlihan Lokey is a nationally recognized investment
banking/financial advisory firm with nine offices worldwide and
more than 500 professionals.  The firm provides investment
banking and financial advisory services and execution
capabilities in a variety of areas, including financial
restructuring, where the firm is one of the leading investment
bankers and advisors to debtors, secured and unsecured creditors,
acquirors, and other parties-in-interest involved in financially
distressed companies, both in and outside of bankruptcy.
Houlihan Lokey's Financial Restructuring Group, which has over
100 professionals dedicated to these engagements, will be
providing the agreed-on financial advisory services to the Equity
Committee.

Houlihan Lokey has served as a financial advisor in some of the
largest and most complex restructuring matters in the United
States, including serving as the financial advisor to the debtors
in the Chapter 11 restructurings of Covad Communications,
DairyMart Convenience Stores, Inc. and XO Communications, Inc.,
and as the financial advisor to official creditor committees in
the Chapter 11 proceedings of, among others, Farmland Industries,
Inc., Enron Corp., Williams Communications Corp., AmeriServe Food
Distribution, Inc. and Owens Corning, Inc., The National
Benevolent Association.

Kevin McGoey, representative of the Equity Committee, informs the
Court that since November 29, 2004, Houlihan Lokey has been
providing critical services to the Equity Committee, including,
among others:

   -- reviewing extensive operating and financial information;

   -- meeting with the Debtors' management, advisors, and other
      professionals involved in the Debtors' Chapter 11 cases;

   -- analyzing various issues confronting the Debtors,
      including, without limitation, Debtors' DIP financing,
      customer and vendor issues and employee compensation
      matters;

   -- participating in meetings with the Equity Committee; and

   -- responding to multiple inquiries from equity holders.

The Equity Committee believes that Houlihan Lokey is well
qualified and able to represent the Equity Committee in a cost-
effective, efficient and timely manner.

As financial advisor to the Equity Committee, Houlihan Lokey
will:

   (1) evaluate the Debtors' assets and liabilities;

   (2) analyze the Debtors' financial and operating statements;

   (3) analyze the Debtors' business plans and forecasts;

   (4) evaluate the Debtors' DIP financing, cash collateral
       usage and adequate protection, and the prospects of any
       exit financing in connection with any plan of
       reorganization or liquidation;

   (5) provide specific valuation or other financial analyses
       as the Equity Committee may require in connection with the
       Debtors' bankruptcy cases;

   (6) assess the financial issues and options concerning the
       sale of the Debtors, or any of them, or their assets and
       structuring any Plan;

   (7) provide testimony in court, on behalf of the Equity
       Committee, if necessary or as reasonably requested by the
       Equity Committee, subject to the terms of the Engagement
       Letter; and

   (8) provide further and other services as reasonably may be
       required by the Equity Committee.

The Equity Committee proposes that Houlihan Lokey will be
compensated under this Fee Structure:

   (a) The firm will be paid a $100,000 monthly fixed fee;

   (b) The firm will be paid an additional transaction fee of 1%
       of any and all consideration distributed and received by
       the Debtors' equity security holders;

   (c) The Transaction Fee will be earned on the earlier of:

       (1) confirmation of a Plan; or

       (2) the closing of any other transaction or series of
           transaction in which the Debtors' equity holders
           receive a distribution or some form of consideration;

   (d) The Transaction Fee will be payable "In Kind" or in the
       same manner and currency/form as and when received by the
       equity holders, so that the firm's interests are fully
       aligned with the equity holders, without diluting any
       other constituents' recovery; and

   (e) The firm will be reimbursed for all out-of-pocket expenses
       that are reasonably incurred in connection with its
       services, consistent with the firm's normal and customary
       billing practices.

The Equity Committee further proposes that Houlihan Lokey will be
indemnified by the Debtors for any claim arising from, related
to, or in connection with the firm's engagement.  The Indemnified
Parties will be reimbursed for any legal or other expenses they
reasonably incur.

The Debtors, however, will have no obligation to indemnify the
firm, or to provide contribution or reimbursement to the firm,
for any claim or expense that is finally judicially determined,
and from which there is no further right of appeal, to have
resulted from the incompetence, willful misconduct, gross
negligence, bad faith or self-dealing of any Indemnified Party.

Matthew R. Niemann, a member of Houlihan Lokey, assures Judge
Venters that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.  Houlihan
Lokey holds no interest materially adverse to the Debtors, their
creditors, and shareholders for matters for which the firm is to
be retained.  Mr. Niemann also attests that the firm has no
connection to the Debtors, their creditors, shareholders, or
their related parties.

                          *     *     *

Judge Venters approves the Equity Committee's application.  The
Court also rules that 25% of Houlihan Lokey's monthly fee during
the first four months of its engagement will be held back as
opposed to 20% under the Interim Compensation Order, subject to
review and allowance of payment by the Court pursuant to the
firm's interim and final fee application and request for
reimbursement of costs.

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

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


JADE CBO: Fitch Maintains Junk Rating on $23.5 Million Sr. Notes
----------------------------------------------------------------
Fitch Ratings upgrades one class of notes issued by Jade CBO,
Limited.  This rating action is effective immediately:

     -- $23,757,455 senior notes upgraded to 'AA+' from 'AA-';
     -- $23,556,369 second priority senior notes remain at 'CC'.

Jade is a collateralized debt obligation - CDO -- managed by
Morgan Stanley Investment Management which closed Oct. 16, 1997.
Jade is composed primarily of emerging market corporate and
sovereign debt with limited exposure to high yield U.S. corporate
debt.  Included in this review, Fitch Ratings 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 the last review, the collateral has continued to improve.
The weighted average rating of the collateral improved to 'B' from
'CCC+', which is primarily due to upgrades of several sovereign
ratings, including Bulgaria, Russia, Ecuador, and Venezuela.  As
of the Jan. 20, 2005, trustee report, the senior
overcollateralization - OC -- ratio has increased to 193.1% from
157.5% as of Nov. 20, 2003, report, relative to a minimum required
threshold of 149%.

In addition, the senior notes have continued to delever, redeeming
an additional $10.6 million since the last rating action in
December of 2003.  Since the close of Jade, 72.2% of the original
outstanding balance of the senior notes has been redeemed.  The
improving credit quality of collateral is also illustrated by the
change in the percentage of collateral rated 'CCC+' or lower.
These levels have improved to 21.6% of the collateral from 34.7%
as of the previous rating action.

However, there are several risk factors, including scheduled
principal distributions after the legal final maturity of Jade,
large single-obligor exposures, and interest rate risk.  Jade is
currently scheduled to receive $3.4 million of principal
distributions after the legal final maturity of the structure.
However, the asset manager has the ability to sell collateral,
which helps to mitigate this risk.  Second, there are a few large
obligor investment-grade exposures, including two Bulgarian
sovereign bonds together representing over 29% of the outstanding
collateral debt securities.  These exposures were taken into
consideration in the model simulations. Finally, Jade is exposed
to interest rate risk as there is no interest rate hedge.  As of
the most recent trustee report, floating rate assets compose 53.2%
of the portfolio.  The senior liabilities are floating, and the
second priority notes bear a fixed coupon.  As a result, in model
simulations the second priority senior notes performed more
favorably in rising interest rate scenarios.

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 notes address 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 of the last payment date, the
second priority notes have deferred interest balance of
approximately $256,369.  The original note balance of the second
priority notes was $22.3 million.

Given the improvement in collateral quality and the amortization
of the rated liabilities, Fitch has determined that the current
ratings assigned to the senior notes no longer reflect the current
risk to noteholders and subsequently have been improved.

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 a detailed discussion of Bulgarian sovereign debt, please see
Fitch's Jan. 31, 2005, commentary, 'Bulgaria's Public Finances
Intact Despite Fiscal Boost.'


K. HOVNANIAN:  Moody's Upgrades Ratings & Says Outlook is Stable
----------------------------------------------------------------
Moody's Investors Service raised the ratings of K. Hovnanian
Enterprises, Inc., including its senior implied rating, issuer
rating, and ratings on existing senior notes to Ba1 from Ba2, and
the ratings on its existing senior subordinated notes to Ba2 from
Ba3.  The ratings outlook was changed back to stable from
positive.

The stable ratings outlook reflects Moody's expectation that the
company will continue to execute its acquisition-based growth
strategy in a disciplined manner.

The ratings acknowledge Hovnanian Enterprises' increased size,
scale and market penetration, strong interest coverage and margin
and return performance, continuing success in diversifying its
operating profits, smooth integration of previous acquisitions,
long history, and significant management ownership.

At the same time, however, the ratings consider Hovnanian
Enterprises' higher-than-average business risk profile given its
apparent appetite for acquisitions, greater use of debt leverage
than that of its peers, capacity under its credit agreement that
could lead to substantial additional debt incurrence, integration
risks associated with its acquisitions, larger-than-average amount
of spec building, and the cyclical nature of the homebuilding
industry.

The ratings changes are:

   * Senior implied rating raised to Ba1 from Ba2

   * Senior unsecured issuer rating raised to Ba1 from Ba2

   * $140 million of 10.5% senior notes due 10/01/2007 raised to
      Ba1 from Ba2

   * $100 million of 8% senior notes due 04/01/2012 raised to Ba1
     from Ba2

   * $215 million of 6.5% senior notes due January 15, 2014 raised
     to Ba1 from Ba2

   * $150 million of 6.375% senior notes due December 15, 2014
     raised to Ba1 from Ba2

   * $200 million of 6.25% senior notes due January 15, 2015
     raised to Ba1 from Ba2

   * $150 million of 8.875% senior subordinated notes due
     04/01/2012 raised to Ba2 from Ba3

   * $150 million of 7.75% senior subordinated notes due 5/15/2013
      raised to Ba2 from Ba3

   * $100 million of 6% senior subordinated notes due January 15,
      2010 raised to Ba2 from Ba3

(P)Ba1/(P)Ba2/(P)Ba2/(P)Ba3 prospective ratings (from one notch
lower across the board) on $162 million of various securities that
could be offered under a multiple seniority shelf registration

All of K. Hovnanian Enterprises' debt is guaranteed by the parent
company, Hovnanian Enterprises, Inc., and by its restricted
operating subsidiaries.

As illustrated in the Homebuilding Rating Methodology dated
December 2004, Hovnanian outperformed its Ba rating category in
product and price point diversity, gross margins, return on
assets, and interest coverage.  The gross margin metric, 25.6%
through mid-year fiscal 2004, was particularly impressive
considering that Hovnanian forgoes a substantial amount of the
profit potential inherent in building a home by owning
substantially less land than that of its peer group.

However, unadjusted debt leverage, as measured by homebuilding
debt/capitalization, although not by debt/EBITDA, still stood out
as among the more aggressive in its peer group.  Considering that
Hovnanian owns less and options more land than its peer group, its
true debt leverage may be somewhat understated.

Nevertheless, Hovnanian's deleveraging momentum has been clear,
and Moody's expects the company to maintain an average 50% net
homebuilding debt/capitalization ratio or better in line with
management's long -term target.

Going forward, the ratings outlook will depend largely on the
company's clearly adopting, and maintaining, a debt leverage
target at 45% or lower, growing its equity base, and successfully
integrating its recent and any further acquisitions while
continuing to generate above-average returns.  Factors that could
stress the outlook and ratings will include material problems in
integrating its acquired companies or any significant releveraging
of the balance sheet for acquisitions, share repurchases, or
because of major impairment charges.

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


KAISER ALUMINUM: Judge Fitzgerald Approves PBGC Settlement Pact
---------------------------------------------------------------
To recall, Kaiser Aluminum Corporation and its debtor-affiliates
ask Judge Fitzgerald to approve the Pension Benefit Guaranty
Corporation Settlement Agreement and dismiss as moot the Law
Debenture Objection.

The Law Debenture Objection is rendered moot by the parties'
agreement regarding the allowance of the PBGC general unsecured
claim and administrative claim.

*   *   *

Judge Fitzgerald approves the Settlement Agreement between the
Debtors and the Pension Benefit Guaranty Corporation.  Judge
Fitzgerald dismisses Law Debenture Trust Company of New York's
objection to the PBGC's proofs of claim as moot.  Law Debenture's
request for reconsideration of the stay imposed on its Claim
Objection is also denied.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represent 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. 58;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KAISER ALUMINUM: Court Approves Deal with Lloyds Underwriters
-------------------------------------------------------------
In 2000, Kaiser Aluminum & Chemical Corporation instituted an
insurance coverage action against liability insurers, styled
Kaiser Aluminum & Chemical Corp. v. Certain Underwriters at
Lloyds, London, Case No. 31241, in the Superior Court of
California for the County of San Francisco.  The Products
Coverage Action spans the period from 1959 to 1985 and involves
more than 300 insurance policies.  Under the Action, KACC seeks:

   (a) a declaratory judgment that the Insurers are obligated to
       cover asbestos-related bodily injury claims against KACC
       relating to products manufactured or sold by KACC; and

   (b) damages for breach of contract and breach of the covenant
       of good faith and fair dealing against several of the
       Insurers.

The Products Coverage Action intends to establish KACC's rights,
and the Insurers' obligations, with respect to present and future
Asbestos Claims.  Additionally, KACC seeks to recover certain
costs from the Insurers in connection with the defense and
settlement of the Asbestos Claims.

The Official Committee of Asbestos Claimants, and Martin J.
Murphy, the legal representative for future asbestos claimants,
represents the Asbestos Claimants in the Debtors' Chapter 11
cases.

Various persons have also filed bodily injury claims alleging
exposure to silica containing products manufactured or sold by
KACC.  Anne M. Ferazzi is the appointed legal representative for
the future silica claimants.

Silica Claimants and other tort claimants potentially holding
claims covered under the Insurance Policies may assert that a
portion of the proceeds from any settlements obtained in the
Products Coverage Action should also be used to satisfy their
claims.

                    Coverage Dispute with ICW

Insurance Company of the West, a defendant in the Products
Coverage Action, issued one excess insurance policy -- Policy No.
AX374505 -- for the period beginning April 1, 1980 to April 1,
1981.  The ICW Policy has a $2,000,000 limit as part of a
$50,000,000 layer, excess of $150,000,000 underlying limits.  To
date, other than previously settled or insolvent coverage, only
the first layer policy of $2,000,000 has been exhausted.

In the Products Coverage Action, ICW has asserted various
arguments as to why it should not pay at all or why, if it may
have the obligation, the obligation does not arise except under
limited circumstances and upon certain exhaustion approaches.

All of ICW's arguments are disputed by KACC.

                     ICW Settlement Agreement

KACC and ICW entered into a settlement agreement, which provides
that ICW pay $1,400,000 to KACC.  The Settlement Funds will be
used to pay holders of tort claims covered by the ICW Policy and
to defray the related Asbestos Litigation Costs.  In return for
the payment of the Settlement Funds, KACC will release all of its
rights against ICW under the ICW Policy and will dismiss ICW from
the Products Coverage Action.

                     Settlement Funds Escrow

To avoid incurring certain taxable income with respect to the
Settlement Funds while those funds are being held for claimants
holding Asbestos Claims, Silica Claims, and Other Tort Claims,
KACC will place the Funds in escrow pursuant to an escrow
agreement.  The Escrow Agreement will allow KACC to establish
escrow funds that qualify for special tax treatment pursuant to
Treasury Regulations under Section 468B of the Internal Revenue
Code of 1986, as amended.  The special qualification will
essentially relieve KACC of tax consequences in respect of
interest earned by escrowed funds that are for the benefit of
third-party tort claimants, and thus KACC and the escrow agent
appointed under the Escrow Agreement will take all actions
necessary to ensure the qualification.  Similar settlement
proceeds or awards obtained in the future from other Insurers will
also be placed into the escrow account established by the
Escrow Agreement.

A copy of the Escrow Agreement, once finalized, will be provided
to the Creditors Committee, the Asbestos Representative, and the
Silica Representative.

At the Debtors' behest, Judge Fitzgerald approves the Settlement
and the Escrow Agreements.  The Court authorizes the Escrow Agent
to hold the Settlement Funds and other settlement proceeds or
awards that may be deposited by or on behalf of KACC, in escrow
until the time the Court authorizes disbursement of the Funds to
the Claimants.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represent 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. 58;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


LAIDLAW INT'L: Reports Greyhound Pension Funding Requirements
-------------------------------------------------------------
As previously reported, Laidlaw International, Inc., together
with its wholly owned U.S. subsidiaries including Greyhound
Lines, Inc., is a party to an agreement with Pension Benefit
Guaranty Corporation regarding the funding levels of eight single
employer pension plans maintained in the United States by
Greyhound.  Under the PBGC Agreement, Laidlaw made two
$50,000,000 cash contributions to the Greyhound U.S. Plans in
both June 2004 and June 2003.  Additionally, Laidlaw issued
3,800,000 shares of common stock to a trust formed for the
benefit of the Greyhound U.S. Plans.

At August 31, 2004, Kevin E. Benson, Laidlaw President, Chief
Executive Officer, and Director, relates that all the 3,800,000
shares of common stock remained in the Pension Plan Trust.  Based
on the closing price of the common stock on the New York Stock
Exchange, the shares had an aggregate market value of $63,300,000
at November 1, 2004.

The 3,800,000 shares held in the Pension Plan Trust have been
accounted for as treasury shares.  The PBGC has a second priority
lien on the assets of Laidlaw's U.S. operating subsidiaries other
than Greyhound to secure Laidlaw's funding obligations under the
PBGC Agreement.

Greyhound's defined benefit pension plan for employees
represented by the Amalgamated Transit Union represents
approximately 70% of the total plan assets and benefit obligation
as of August 31, 2004.  The ATU Plan is the largest of the
Greyhound U.S. Plans.

Based on current regulations and plan asset values at August 31,
2004, and assuming annual investment returns exceed 3% and that
the contributions required under the PBGC Agreement are made
along this timeframe, Laidlaw does not anticipate any significant
additional minimum funding requirements for the ATU Plan over the
next several years.

However, Mr. Benson says there is no assurance that the ATU Plan
will be able to earn the assumed rate of return, that new
regulations will not prescribe changes in actuarial mortality
tables and discount rates, or that there will be market driven
changes in the discount rates, which would result in the Laidlaw
Group being required to make significant additional minimum
funding contributions in the future.

The contributions under the PBGC Agreement are in addition to any
minimum funding obligations required under the current
regulations.  Accordingly, Laidlaw expects to contribute an
additional $13,700,000 to all plans other than the ATU Plan,
which currently has no minimum funding requirements, for the year
ended August 31, 2005.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc., -- http://www.laidlaw.com/-- is
North America's #1 bus operator. Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada. Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099). Garry M. Graber, Esq., at Hodgson Russ LLP, represents
the Debtors. Laidlaw International emerged from bankruptcy on
June 23, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2004,
Moody's Investors Service has placed the long-term debt ratings of
Laidlaw International, Inc., under review for possible upgrade.
The review is prompted by the recent announcement by the company
that it had entered into a definitive agreement to sell both of
its healthcare businesses to Onex Partners LP, an affiliate of
Onex Corporation, for $820 million. Net proceeds after fees and
assumption of a small amount of debt by the buyer is estimated at
$775 million, with a majority of the proceeds intended to be used
to repay substantial levels of Laidlaw's existing debt. Moody's
has also assigned a Speculative Grade Liquidity Rating of SGL-2 to
Laidlaw International, Inc. As part of the rating action, Moody's
has reassigned to Laidlaw International, Inc., certain ratings,
including the senior implied and senior unsecured issuer ratings,
originally assigned at Laidlaw, Inc., in order to reflect more
appropriately the company's current organizational structure.

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Laidlaw International, Inc.,
on CreditWatch with positive implications. The rating action
follows Laidlaw's announcement that it has entered into definitive
agreements to sell both of its health care companies, American
Medical Response and Emcare, to Onex Partners L.P. for
$820 million. Laidlaw expects to receive net cash proceeds of
$775 million upon closing of the transaction, which is expected by
the end of March 2005. Naperville, Illinois-based Laidlaw
currently has about $1.5 billion of lease-adjusted debt.


LB COMM'L: Moody's Junks $2.678M Class M & $2.23M Class N Notes
---------------------------------------------------------------
Moody's Investors Service upgraded the rating of five classes,
downgraded the ratings of two classes and affirmed the ratings of
eight classes of LB Commercial Mortgage Trust 1999-C2, Commercial
Mortgage Pass-Through Certificates, Series 1999-C2.

Moody's rating action are:

   * Class A-1, $124,081,507, Fixed, affirmed at Aaa

   * Class A-2, $450,024,000, Fixed, affirmed at Aaa

   * Class X, Notional, affirmed at Aaa

   * Class B, $37,928,000, Fixed, upgraded to Aaa from Aa2

   * Class C, $37,929,000, Fixed, upgraded to Aa3 from A2

   * Class D, $13,386,000, Fixed, upgraded to A1 from A3

   * Class E, $23,427,000, Fixed, upgraded to A3 from Baa2

   * Class F, $12,271,000, Fixed, upgraded to Baa2 from Baa3

   * Class G, $11,155,000, Fixed, affirmed at Ba1

   * Class H, $17,849,000, Fixed, affirmed at Ba2

   * Class J, $4,462,000, Fixed, affirmed at Ba3

   * Class K, $7,586,000, Fixed, affirmed at B1

   * Class L, $9,816,000, Fixed, affirmed at B2

   * Class M, $2,678,000, Fixed, downgraded to Caa1 from B3

   * Class N, $2,230,000, Fixed, downgraded to Caa3 from Caa2

As of the January 18, 2005 distribution date, the transaction's
aggregate principal balance has decreased by approximately 14.7%
to $761.3 million from $892.4 million at closing.  The
Certificates are collateralized by 121 loans secured by commercial
and multifamily properties.  The pool includes an investment grade
large loan component representing 33.9% of the pool, a conduit
component representing 63.2% of the pool and credit tenant lease
component representing 2.9% of the pool.

The conduit loans range in size from less than 0.1% to 2.5% of the
pool, with the top ten conduit loans representing 25.3% of the
pool.  Three loans, representing 3.4% of the pool, defeased and
have been replaced with U.S. Government securities.  Two loans
have been liquidated from the pool resulting in aggregate realized
losses of approximately $300,000.

Three loans, representing 1.5% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of
approximately $2.4 million for all of the specially serviced
loans.  Thirty-one loans, representing 18.8% of the pool, are on
the master servicer's watchlist including four of the top ten
conduit loans.

Moody's was provided with year-end 2003 operating results for
98.4% of the pool and partial year 2004 operating results for
67.4% of the pool.  Moody's weighted average loan to value ratio
for the conduit portion of the pool is 83.1%, compared to 87.6% at
origination.  The upgrade of Classes B, C, D, E and F is due to
increased subordination levels, improved overall conduit pool
performance and the improved performance of one of the shadow
rated loans.

The downgrade of Classes M and N is due to realized and expected
losses on the specially serviced loans and loan to value ratio
dispersion.  Based on Moody's analysis, 20.1% of the conduit pool
has a loan to value ratio greater than 100.0%, compared to 0.0% at
securitization.

The large loan component consists of two investment grade shadow
rated loans.  The SunAmerica Loan ($137.0 million - 18.0%) is
secured by a Class A 780,000 square foot office building located
in the Century City submarket of Los Angeles, California.  The
loan represents the A note in a whole loan that has a current
balance of $200.5 million.  The B note is held outside the trust.

Major tenants include SunAmerica Life Insurance Company, Moody's
insurance financial strength rating Aaa, Bear Stearns Corporation,
Moody's long term issuer rating Aa3, and O'Melveny & Myers, which
together lease 28.0% of the property.

Each of these tenants has extended its lease since securitization,
but the aggregate current base rents are approximately $2.8
million below securitization levels.  The property is currently
88.6% occupied, compared to 96.0% at securitization.  Moody's
shadow rating for this loan is Aa3, compared to Aa2 at
securitization.

The Century City Shopping Center Loan ($121.3 million - 15.9%) is
secured by a 784,000 square foot regional mall located in Century
City, Los Angeles.  The loan represents the A note in a whole loan
that has a current balance of $153.3 million.  The B note is held
outside the trust.

The shopping center is anchored by Bloomingdale's and Macy's. The
property is currently 95.4% occupied, essentially the same as at
securitization.  The property's financial performance has improved
significantly since securitization, largely due to increased
revenues and stable operating expenses.  Moody's shadow rating for
this loan is Aa3, compared to A3 at securitization.

The top three conduit loans represent 6.4% of the outstanding pool
balance.  The largest conduit loan is the Weberstown Mall Loan
($19.4 million -- 2.5%), which is secured by an 845,000 square
foot regional mall located in Stockton, California.  The center is
anchored by Dillard's, Sears and J.C. Penney.  The center's
occupancy is 100.0%, compared to 80.4% at securitization.  Moody's
loan to value ratio is 62.3%, compared to 73.3% at securitization.

The second largest conduit loan is the Monmouth Executive Center
Loan ($15.9 million -- 2.1% of pool), which is secured by a
173,000 square foot Class B office building located in Freehold,
New Jersey.  The property's performance has declined since
securitization due to lease rollovers.  The property is 58.1%
leased, compared to 97.7% at origination.  The loan is on the
watchlist due to occupancy declines.  Moody's loan to value ratioF
is in excess of 100.0%, compared to 95.5% at securitization.

The third largest conduit loan is the Capital Senior Living --
Tesson Heights Loan ($13.9 million -- 1.8%), which is secured by a
186-unit assisted living facility located in St. Louis, Missouri.
The facility is 98.0% occupied, compared to 93.0% at
securitization.  Moody's loan to value ratio is 81.1%, compared to
88.6% at securitization.

The largest exposures in the credit tenant lease component are CVS
(Moody's senior unsecured rating A3) and Walgreen's (Moody's long
term issuer rating Aa3).

The pool's collateral is a mix of retail (39.1%), office (27.2%),
multifamily (12.1%), industrial (6.8%), lodging (4.5%), healthcare
(4.0%), U.S. Government securities (3.4%) and credit tenant lease
(2.9%).  The collateral properties are located in 27 states and
the District of Columbia.  The highest state concentrations are
California (50.2%), New York (4.8%), Texas (4.5%), Maryland (4.5%)
and Florida (4.1%). All of the loans are fixed rate.


LEMONTONIC INC: Appoints Michael Geddes to Board of Directors
-------------------------------------------------------------
Lemontonic, Inc., (TSX-VEN: LEM) reported that Mr. Michael Geddes
of Toronto, Ontario has been appointed to the Board of Directors.

Mr. Geddes is the President and sole shareholder of Lone Eagle
Entertainment, a Toronto-based production company.  Lone Eagle
Entertainment has produced a number of highly recognized
reality-based productions, including 'Popstars', which debuted as
the No. 1 Canadian Primetime Series on Canadian Television in
February 2001 and continued this leadership for three straight
seasons. This success was followed up by 'Hooked Up', 'The Call'
and most recently 'The Office Temps', which recently completed
principal photography and will debut on Global Television in the
spring of 2005.  Mr. Geddes was previously employed at Atlantis
Communications, Inc., where he was Head of Marketing in the
production and distribution divisions.

Martin Doane, Chairman of the Corporation stated, "Michael's
background as both an entrepreneur and the President of Lone Eagle
Entertainment, a thought leader in its field, will be an asset as
Lemontonic plans its expansion into additional markets and through
multiple marketing channels."

Lemontonic, Inc. -- http://www.lemontonic.com/--  is a social
networking software company that has developed proprietary instant
messaging technology.  The Corporation has invested over six
million over the past two years launching this technology into the
online dating category and is poised to distribute its solution
internationally and in additional verticals in 2005.

At Sept. 30, 2004, the Company's stockholders' deficit widen to
CDN$660,338 compared to a $397,999 deficit at Dec. 2003.


LYNX THERAPEUTICS: Stockholders to Vote on Proposed Solexa Merger
-----------------------------------------------------------------
Lynx Therapeutics, Inc. (Nasdaq:LYNX) will hold its 2004 annual
meeting of stockholders on March 1, 2005, at Lynx's principal
executive offices located at 25861 Industrial Boulevard, Hayward,
Calif., beginning at 11 a.m. P.T.  The proposals for consideration
by Lynx's stockholders include approval of the previously
announced business combination with United Kingdom-based Solexa
Limited.

Lynx began mailing a Proxy Statement/Prospectus containing
information about the annual meeting, including the proposed
business combination with Solexa and other items for stockholder
consideration on Jan. 28, 2005.  Lynx stockholders of record at
the close of business on Jan. 3, 2005, are entitled to vote at the
annual meeting.

"We urge our stockholders, regardless of the number of shares they
hold, to vote in favor of the proposals in the Proxy
Statement/Prospectus, including the items relating to the proposed
Solexa combination, as we believe joining forces will provide
strategic and financial benefits to Lynx stockholders,
particularly in reducing the cost and time to develop and
commercialize our jointly owned technology," stated Mary L.
Schramke, Ph.D., Lynx's acting chief executive officer.
"Additionally, we believe that following the upcoming
stockholders' meeting, Lynx will again be in full compliance with
Nasdaq listing requirements.  We have filed an appeal with Nasdaq,
which stayed Nasdaq's decision to delist our shares, and
concurrently we have filed an application for initial listing of
our shares following consummation of the proposed transaction with
Solexa."

On Jan. 4, 2005, Lynx received a Nasdaq Staff Determination letter
indicating that its securities are subject to delisting from the
Nasdaq SmallCap Market based on the Company's failure to hold an
annual meeting of stockholders by Dec. 31, 2004, in accordance
with Nasdaq Marketplace Rule 4350(e) and solicit proxies and
provide proxy statements to Nasdaq in accordance with Nasdaq
Marketplace Rule and 4350(g).  Lynx requested and was granted a
hearing before a Nasdaq Listing Qualifications Panel to be held on
February 9, 2005 to review the Staff's determination.  However,
there can be no assurance that the Listing Qualifications Panel
will grant Lynx's request for continued listing.  Lynx's common
stock will continue to be listed on the Nasdaq SmallCap Market
pending a final ruling.

On Sept. 28, 2004, Lynx and United Kingdom-based Solexa Limited
announced the signing of a definitive agreement providing for the
combination of the two companies.  On Jan. 21, 2005, Lynx filed a
final Registration Statement on Form S-4 regarding the proposed
transaction with Solexa and other matters and on Jan. 24, 2005,
Lynx filed a Proxy Statement/Prospectus with the Securities and
Exchange Commission, which is available at the SEC Web site at
http://www.sec.gov/The transaction, which is subject to approval
by the Lynx stockholders and acceptance by the Solexa
shareholders, is expected to close in the first quarter of 2005.

                        About the Company

Lynx believes that it is a leader in the development and
application of novel genomic analysis solutions.  By "novel," Lynx
means next generation technology that will take the engagement of
thought leaders before broader commercial acceptance can occur.
Lynx's Massively Parallel Sequencing System (MPSS(TM)) consists of
proprietary instrumentation and software that are used to analyze
millions of DNA molecules in parallel, enabling genome structure
characterization at an unprecedented level of resolution.  As
applied to gene expression analysis, MPSS(TM) provides
comprehensive and quantitative digital information important to
modern systems biology research in the pharmaceutical,
biotechnology and agricultural industries.  For more information,
visit Lynx's Web site at http://www.lynxgen.com/

                          *     *     *

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, Lynx
Therapeutics' accountants, Ernst & Young LLP, included a going
concern opinion in its financial statements for the year ended
Dec. 31, 2003, due to losses incurred since inception.

These losses continue in 2004, with a $4.3 million net loss for
the three months ended Sept. 30, 2004.

"We are considering various options, which include securing
additional equity financing, obtaining new collaborators and
customers and other strategic actions," the Company said in its
SEC filing. "If we raise additional capital by issuing equity or
convertible debt securities, our existing stockholders may
experience substantial dilution. There can be no assurance that
additional financing will be available on satisfactory terms, or
at all. If we are unable to secure additional financing on
reasonable terms, or are unable to generate sufficient new sources
of revenue through arrangements with customers, collaborators and
licensees, we will be forced to take substantial restructuring
actions, which may include significantly reducing our anticipated
level of expenditures, the sale of some or all of our assets, or
obtaining funds by entering into financing or collaborative
agreements on unattractive terms, or we will not be able to fund
operations."


MAGNUM HUNTER: Moody's Reviewing Ratings & May Upgrade
------------------------------------------------------
Moody's placed Magnum Hunter Resource's ratings under review for
possible upgrade, including its B1 senior implied and B2 senior
unsecured note ratings.  MHR's rating outlook had been positive.
This follows MHR's announcement that it will be acquired in an
all-stock transaction by unleveraged Cimarex Energy (unrated).
Cimarex' management will run the merged business.  The merger is
valued at approximately $2.1 billion, with Cimarex assuming MHR's
$645 million of debt as of December 31, 2004.  Cimarex is the
product of the 2002 merger of Key Production and Helmerich and
Paynes's upstream division.

The merger adds a substantial Mid-continent dimension to MHR and
adds a substantial Permian Basin dimension to Cimarex.  There is a
degree of overlap in both firm's Gulf Coast activity.
Importantly, Cimarex management has long been known for a very
conservative leverage philosophy and for its conservative bookings
of proven undeveloped reserves.

Based on Cimarex' more conservative estimates of MHR reserves, it
is paying $14/boe or $2.33/mcfe for MHR's reserves and
approximately $48,000/boe of daily MHR production.  The merged
firm would hold approximately 224.8 mmboe of proven reserves, of
which 186.6 mmboe or 83% of reserves would be proven developed.
The merger roughly doubles each firm's production.  Cimarex'
proven developed reserve life has been approximately a
comparatively short 5.2 years while MHR's has been approximately
8.5 years.  The merged firm would have a below average proven
developed reserve life of approximately 6.4 years.

The decision on whether to upgrade the merged entity or not will
rest largely on a review of both firm's forthcoming year-end 2004
results, in particular each firm's 2004 FAS 69 data, and
importantly, the merged company's likely growth and funding
strategies.

Cimarex has had high reserve replacement costs, especially
extremely high costs in 2003.  MHR's reserve replacement costs
exceed $11/boe in 2003.  Cimarex has also reported that it will
not book 100 bcfe of MHR's estimated (as of October 1, 2004) 1,000
bcfe of proven reserves as proven, indicating a more conservative
standard for booking reserves.  Cimarex' effective de-booking of
100 bcfe of MHR reserves also indicates that MHR's past reserve
replacement costs would have been higher than reported.

Nevertheless, based upon year-end reserve data indicated by both
firms, and deducting the 100 bcfe of MHR reserves that Cimarex
will not book as proven, the merger would very considerably reduce
leverage on proven developed reserves from a high $5.45/Boe of
proven developed reserves to approximately $3.50/Boe of proven
developed reserves.

Magnum Hunter Resources, Inc., is headquartered in Irving, Texas.
Cimarex Energy Co. is headquartered in Denver Colorado.


MERRILL LYNCH: Fitch Puts Low-B Ratings on Private Mortgage Certs.
------------------------------------------------------------------
Merrill Lynch Mortgage Investors, Inc. -- MLMI, mortgage pass-
through certificates, series MLMI 2005-A1, are rated by Fitch
Ratings:

     -- $539.6 million classes I-A-1, II-A-1, II-A-2, and III-A
        (senior certificates) 'AAA';

     -- $7.8 million class M-1 certificates 'AA';

     -- $4.8 million class M-2 certificates 'A';

     -- $2.0 million class M-3 certificates 'BBB';

     -- $2.0 million privately offered class B-1 certificates
        'BB';

     -- $1.1 million privately offered class B-2 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.50%
subordination provided by:

     * the 1.40% class M-1,
     * the 0.85% class M-2,
     * the 0.35% class M-3,
     * the 0.35% class B-1,
     * the 0.20% class B-2, and
     * the 0.35% class B-3 (not rated by Fitch).

Classes rated based on their respective subordination:

     * M-1 'AA',
     * M-2 'A',
     * M-3 'BBB',
     * B-1 'BB', and
     * B-2 'B'.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  Fitch believes the
above credit enhancement will be adequate to cover credit losses.
In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures, and the master servicing capabilities of
Wells Fargo Bank, N.A. (rated 'RMS1' by Fitch).

The trust consists of 1,258 conventional, adjustable-rate mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate principal balance of $559,198,793 as
of the cut-off date (Jan. 1, 2005).  Each of the mortgage loans
are fixed rate for a period of three, five, or seven years, after
which they are indexed off the one-year LIBOR or one-year U.S.
Treasury.  The average unpaid principal balance as of the cut-off-
date is $444,514.  The weighted average original loan-to-value
ratio - OLTV -- is 70.76%.  The weighted average FICO is 738.
Cash-out refinance loans represent 18.38% of the loan pool.  The
three states that represent the largest portion of the mortgage
loans are:

          * California (49.33%),
          * Virginia (8.53%), and
          * Maryland (5.80%).

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

MLMI, the depositor, will assign all its interest in the mortgage
loans to the trustee for the benefit of certificate-holders.  For
federal income tax purposes, an election will be made to treat the
trust fund as multiple real estate mortgage investment conduits.
Wachovia Bank, National Association, will act as trustee.


MILLPORT, ALABAMA: United States Wants a Receiver Appointed
-----------------------------------------------------------
Alice H. Martin, Esq., Unites States attorney for the Northern
District of Alabama and Lloyd C. Peeples, III, Esq., Assistant
U.S. Attorney for the Dept. of Agriculture's (USDA) Rural Utility
Service ask the U.S. Bankruptcy Court for the District of Northern
Alabama, Jasper Division, to appoint a receiver in the
Town of Millport, Alabama's chapter 9 case.

The government wants a receiver appointed to fix rates and collect
charges sufficient to provide payments to the USDA, cure default
payments, and pay operating and maintenance expenses of Millport's
water and sewerage systems.

Between 1993 and 2000, Millport issued four revenue bonds:

           * $338,000 Series 1993 Bond
           * $350,000 Series 1997
           * $473,000 Series 1999
           * $920,000 Series 2000

as security for the loans provided by the USDA.  The government
alleges that Millport has failed to make its scheduled installment
payment of $111,044.43 due on Jan. 1, 2004.  The total remaining
indebtedness due on the Bonds is $2,014,000.

Additionally, Millport has failed to keep its accounts current and
provide adequate financial data to the USDA.  Despite the USDA's
repeated and amicable demands made to Millport, it remained under
payment default and refuses to provide the financial data.

The Town of Millport, Alabama, filed for chapter 9 protection on
Dec. 14, 2004 (Bankr. N.D. Ala. Case No. 04-73885).  Robert L.
Shields, III, Esq., at The Shileds Law Firm  represents the Debtor
in its restructuring efforts.


MIRANT CORP: Chief Executive Officer Marce Fuller Will Resign
-------------------------------------------------------------
Dan Streek, Mirant Corporation's Vice-President, Controller, and
Principal Accounting Officer, disclosed in a Form 8-K filing dated
December 30, 2004, with the Securities and Exchange Commission
that the company entered into a Separation Agreement and Release
of Certain Claims with its Chief Executive Officer, S. Marce
Fuller.

The Separation Agreement provides for the payment by Mirant Corp.
of a $3,400,000 lump sum separation payment to Ms. Fuller upon the
termination of her active employment with Mirant Corp.  In
addition, the Separation Agreement provides that Ms. Fuller will
be paid her 2004 short-term incentive at her $850,000 target
amount.  In exchange, Ms. Fuller releases all rights and claims
under any change-in-control agreement or plan of reorganization
with Mirant Corp.

The filing does not indicate when Ms. Fuller will step down.

The terms of the Agreement have been approved by the U.S.
Bankruptcy Court for the Northern District of Texas pursuant to an
Order issued on September 2, 2004, but filed under seal.

All of Mirant's official committees support the Separation
Agreement.

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

http://sec.gov/Archives/edgar/data/1010775/000110465904041556/a04-15389_1ex99d1.htm

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  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. 51; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MOTHERS WORK: Moody's Junks $125 Million Senior Secured Notes
-------------------------------------------------------------
Moody's Investors Service downgraded the long-term debt ratings of
Mothers Work, Inc.  The outlook is stable.  The downgrade reflects
Moody's expectations that there will be no near term turnaround in
the company's operating performance given the competitive
pressures in the maternity apparel market and the growth in its
store overhead cost structure.

In addition, the downgrade reflects Moody's opinion that Mothers
Work is over-stored and that the increase in cost due to the
growth in the store base has made Mothers Work's results highly
sensitive to any further erosion in comparable store sales or
increases in markdowns.

The ratings downgraded are:

   * Senior Implied - to B3 from B2;

   * $125 million senior secured guaranteed senior notes, maturing
     2010 - to Caa1 from B3;

   * Unsecured Issuer Rating - to Caa1 from B3.

Moody's does not rate Mothers Work's $60 million revolving credit
facility, maturing October 2009.  Approximately $6.9 million of
letters of credit were outstanding as of December 31, 2004, with
$53.1 million of committed availability.

The stable ratings outlook reflects Moody's expectation that
Mothers Work will continue to have adequate liquidity through a
combination of revolver availability and on balance sheet cash.
Internally generated cash flow is expected to support its working
capital and capital expenditures for fiscal year 2005.

However, given the high fixed costs associated with the growing
store base, any shortfall in sales or gross margins could
potentially cause the company's free cash flow to be negative.  In
addition, the stable outlook reflects Mothers Work's stable
capital structure, with the senior notes not coming due until 2010
and the absence of revolver covenants as long as $10 million of
availability is retained.

The B3 senior implied rating reflects Mothers Work's high rent
adjusted leverage, weak fixed charge coverage, softening margins,
weak comparable store sales trends, sales volatility, and
significantly increased competition from the addition of
maternity-related goods by other specialty apparel stores.

The rating recognizes Mothers Work's adequate liquidity from its
on balance sheet cash and $60 million revolving credit facility.
The rating recognizes the "needs based" demand for the company's
products, the strong brand name recognition of its key brands in
the maternity space, and its new strategic initiatives to expand
distribution.

Mothers Work began rolling out leased departments in Sears in
April 2004 and will roll out a licensed maternity clothing line in
Kohl's in February 2005.  While these two partnerships make
strategic sense, it is Moody's opinion that they do not address
the fundamental problem of the cost structure associated with the
company's own store base.

In addition, Mothers Work has begun the roll-out of a "Destination
Maternity" superstore that will consolidate several stores in
existing markets.  Although this will help to modestly reduce the
store count, it will take time and capital to implement and does
not provide a near term relief to the store cost structure.

Mothers Work's sales for the LTM period ended December 31, 2004
were approximately $520 million, up from prior periods, but same
store sales continued to be weaker with comparable store sales
declining by 4.2% for the quarter.  For the LTM period, EBIT and
EBIT margin were $21.3 million and 4.1% respectively compared with
$24.6 million and 4.7% for the fiscal year ended September 30,
2004.  The decline in earnings caused adjusted debt/EBITDAR to
rise to 6.9x from 6.7x at fiscal year end.

Given the recent downgrade, a ratings upgrade is highly unlikely
over the near term.  A positive outlook could be assigned should
the negative trend in comparable store sales reverse and the
company's earnings improve such that free cash flow to debt is
sustained between 2 to 5%.  Mothers Work's ratings eventually
could move upward should comparable store sales turn positive and
the store cost structure be reduced, causing the Company to
sustain adjusted debt to EBITDAR below 6.25x and free cash flow to
debt above 5%.

The ratings could move downward should Mothers Work's liquidity
deteriorate or the Company needs to borrow to permanently finance
working capital, capital expenditures, or share repurchases.
Ratings could also move downward should operating performance
decline further causing a further weakening in the Company's
credit metrics.

The rating on the senior notes is notched down by one from the
senior implied to reflect its junior position to the $60 million
senior secured asset-based credit facility.  In October 2004, the
company executed a new $60 million asset-based facility that
matures in October 2009.

Mothers Work, Inc., headquartered in Philadelphia, Pennsylvania,
is the largest independent retailer of maternity and related
apparel in the U.S.  As of September 30, 2004 Mothers Work
operated 1,115 maternity locations, including 883 stores and 232
leased departments, predominately under the trade names Motherhood
Maternity, A Pea in the Pod, and Mimi Maternity.  Revenues for the
fiscal year ended September 30, 2004 were approximately $518
million.


NATIONAL CENTURY: Trust Objects to Claims of Three Ex-Directors
---------------------------------------------------------------
The Unencumbered Assets Trust -- successor-in-interest to National
Century Financial Enterprises, Inc., and its debtor-affiliates --
asks the U.S. Bankruptcy Court for the Southern District of Ohio
to disallow certain proofs of claim filed by Harold W. Pote,
Thomas G. Mendell and Eric R. Wilkinson, former directors and
officers of the Debtors.

Messrs. Pote, Mendell and Wilkinson seek claims for indemnity
against certain Debtors.  Each seeks $873,415 for costs and
expenses allegedly incurred by the claimant, and "amounts that
remain contingent and unliquidated" as a result of the claimant's
alleged right to indemnification, contribution, reimbursement or
other payments:

                         Original       Amended     Asserted
   Claimant              Claim No.      Claim No.    Debtor
   --------              ---------      ---------   --------
   Pote, Harold             375           873        NPF VI
                            376           874        NPF XII
                            377           875        NCFE

   Mendell, Thomas          378           --         NPF VI
                            379           877        NPF XII
                            373           876        NCFE
                            373           878        NCFE

   Wilkinson, Eric          371           870        NPFVI
                            374           871        NPF XII
                            372           872        NCFE

The Former Directors also seek indemnification for various
lawsuits filed against them:

    -- Bank One, N.A. v. Poulsen, et al., No. 2:03cv394 (S.D.
       Ohio);

    -- City of Chandler, et al., v. Bank One, N.A., et at., No.
       2:03cv1220 (D. Ariz.);

    -- Crown Cork & Seal Co., Inc., et al. v. Credit Suisse First
       Boston Corp., et al., No. 2:03cr2084 (D. Ariz.);

    -- ING Bank NV v. JPMorgan Chase Bank, et al., No.
       1:03cv7396 (S.D.N.Y.);

    -- Lloyds TSB Bank PLC v. Bank One, N.A. et al., No.
       2:03ev2784 (D.N.J.);

    -- Metropolitan Life Insurance Co., et al. v. Bank One, N.A.,
       et al., No. 2:03cv1882 (D.N.J.);

    -- New York City Employees' Retirement System, et al. v. Bank
       One, N.A., et al., No. 1:03cv9973 (S.D.N.Y.);

    -- Parrett v. Bank One, N.A., et al., No. 2:03ev541 (D.
       Ariz.);

    -- Pharos Capital Partners, L.P. v. Deloitte & Touche,
       L.L.P., et al., No. 2:03ev362 (S.D. Ohio); and

    -- State of Arizona, et al. v. Credit Suisse First Boston
       Corp., et al., No. 2:Ocv1618 (D. Ariz.).

                     Claims for Indemnification

Sydney Ballesteros, Esq., at Gibbs & Bruns, LLP, in Houston,
Texas, points out that the Former Directors' Claims meet the three
elements held by the Sixth Circuit to establish that a claim is
disallowed under Section 502(e)(1)(B) of the Bankruptcy
Code:

   (a) The Claims seek indemnity.  The concept of reimbursement
       includes indemnity;

   (b) The various claims asserted in various pending lawsuits
       are claims on which the Debtors could be held jointly
       liable with the Former Directors or vicariously liable
       through them; and

   (c) The Former Directors' asserted right to indemnification
       under the Debtors' Articles of Incorporation, Debtor's
       Code of Regulation, and the Debtor's by-laws is not
       absolute, but contingent.

Ms. Ballesteros also cites that there has been no determination on
the merits of the lawsuits against the Former Directors and no
determination by disinterested directors as to whether the Former
Directors acted in good faith and in the Debtors' best interests.
Pursuant to the Ohio Code, the Former Directors are not entitled
to reimbursements for defense costs unless and until they are
successful on the merits of the lawsuits.  The Former Directors
offered no evidence to establish that they actually and reasonably
incurred damages as a result of the pending litigation against
them.

                         Insider Claims

The Former Directors are insiders as defined under Section
101(31)(B) and are, therefore, subject to exception of Section
502(b)(4), which provides that:

   ". . . the court, after notice and hearing, will determine the
   amount of such claim . . . except to the extent that - (4)if
   such claims is for services of an insider or attorney of the
   debtor, such claim exceeds the reasonable value of such
   services."

                  No Supporting Documentation

Ms. Ballesteros further asserts that the Former Directors failed
to provide, much less establish, any "credible and reliable"
evidence to support their indemnification claims:

   (a) For most litigation regarding which indemnity is sought,
       the specific claims and allegations being defended are not
       disclosed, nor is there any explanation as to why their
       purported expenses would fall within the scope of any
       asserted and cognizable indemnity obligation;

   (b) No calculation, information or documents is provided for
       the $873,415 figure asserted by each Former Director.
       Since each of Messrs. Pote, Wilkinson and Mendell has been
       sued in a different combination of lawsuits, the
       calculation and claim for the identical amount is suspect;

   (c) No documentation has been provided to show that the
       amounts were "actually" or "reasonably incurred."  The
       Former Directors' expenses have been paid by JPMorgan or
       its affiliates.  Accordingly, (1) the Former Directors
       have not themselves "actually" incurred or paid any of the
       expenses they assert, (2) the expenses were incurred in
       whole or in part to protect JPMorgan and are thus not
       subject to indemnity by the Debtors, and (3) the expenses
       were incurred in whole or in part due to the Former
       Directors' service to and affiliation with JPMorgan rather
       than solely or primarily due to service or loyalties to
       the Debtors.

Even if the Former Directors met or could meet the requirements of
Section 502(b), their Claims should be disallowed on the basis
that they are subject to valid defenses, Ms. Ballesteros contends.
The actions of Messrs. Pote, Mendell and Wilkinson, as NCFE
directors, may be related to the series of events resulting in the
filing of the Debtors' cases.  Thus, any claims asserted by the
Former Directors are subject to the defenses of set-off and
recoupment.

Some if not all of the Claims would establish that the Former
Directors did not act in good faith and in a manner believed to be
in the Debtors' best interests.  Thus, the Debtors may not
indemnify the Former Directors if they are found liable for the
conduct they are alleged to have committed in the lawsuits pending
against them.  For similar reasons, the Claims will be barred by
the doctrines of equitable estoppel, unclean hands, prior material
breach and unjust enrichment if the Former Directors are found
liable for the conduct they are alleged to have committed in the
lawsuits pending against them.

                    Withdrawal of the Reference

Though many of the bankruptcy and procedural issues in the Trust's
Objection do not implicate matters at issue in litigations pending
before Judge Graham in the U.S. District Court for the Southern
District of Ohio and many of the issues in the Objection may best
be administered and resolved by the Bankruptcy Court, to the
extent that particular rulings may affect or involve specific
issues also in dispute in cases before Judge Graham, the Trust
asks the District Court to withdraw the reference with respect to
those particular issues so that the discovery and adjudication on
those matters may be coordinated by Judge Graham.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004. Paul E. Harner, Esq., at Jones Day, represents the
Debtors.  (National Century Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NDCHEALTH CORP: Defaults on Sr. Notes Due to Late Quarterly Filing
------------------------------------------------------------------
NDCHealth Corporation (NYSE: NDC) is continuing to work to
complete and file with the Securities and Exchange Commission as
soon as possible its Quarterly Report on Form 10-Q for the fiscal
second quarter ended Nov. 26, 2004, and anticipates doing so prior
to March 21, 2005.  The company also anticipates filing restated
financial results on Forms 10-K/A and 10-Q/A beginning with the
fiscal year ended May 31, 2002, through the first quarter of
fiscal 2005 ended Aug. 27, 2004 at the same time.

In addition to NDCHealth's focus on the previously disclosed
contemplated areas of adjustment to be reflected in its restated
financial statements, the company determined to review and has
reviewed certain other aspects of its business regarding the
application of generally accepted accounting principles.  In this
regard, the company has identified certain Intelligent Health
Repository services within its Information Management segment for
which its review indicates that the timing of recognition of some
revenue should have been delayed in fiscal 2004 and the first
quarter of fiscal 2005.  These services represent less than 4% of
the company's total revenue during this time period, and only a
portion of this revenue is affected.  As previously disclosed, the
restatement will also include adjustments related to its physician
software products and other identified adjustments from prior
periods.

As part of the process to complete its restated financial
statements, NDCHealth is assembling the detailed support required
to make the specific adjusting entries for the items described
above.  The company does not believe that the trends of its annual
revenue, earnings and cash flow results will be substantially
changed by the restatement.  In addition, all adjustments are
expected to be non-cash in nature.

NDCHealth also reported that, consistent with its prior disclosure
indicating this might occur, the company has received notice under
its 10-1/2% Senior Subordinated Notes due 2012 that the company's
delay in filing its Form 10-Q for the quarter ended Nov. 26, 2004,
with the SEC constitutes a default under the Notes.  The company
expects such default will not, however, result in any acceleration
of the Notes if the company files its Form 10-Q prior to March
21st, as anticipated.

                        About the Company

NDCHealth Corp. -- http://www.ndchealth.com/-- is a leading
information solutions company serving all sectors of healthcare.
Its network solutions have long been among the nation's leading,
automating the exchange of information among pharmacies, payers,
hospitals and physicians. Its systems and information management
solutions help improve operational efficiencies and business
decision making for providers, retail pharmacy and pharmaceutical
manufacturers. Headquartered at Atlanta, Ga., the company provides
information vital to the delivery of healthcare every day.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2005,
Moody's Investors Service downgraded the senior secured bank
facility rating of NDCHealth Corporation to B1 from Ba3, the
senior subordinated notes rating to B3 from B2 and the issuer
rating to B2 from B1 and has placed the ratings on review for
further possible downgrade.  The downgrade is prompted by
continued erosion of its fundamental financial performance.  The
review for possible downgrade is prompted by the company's failure
to timely file its quarterly financial statements due to its
determination to restate prior period results beginning with its
fiscal year end May 31, 2002, which precludes access to its
revolving credit facility.

Ratings on review for further possible downgrade:

   * Senior Secured Bank Facility Rating B1 (previously Ba3)
   * Senior Subordinated Debt B3 (previously B2)
   * Senior Implied Rating B1 (previously Ba3)
   * LT Issuer Rating B2 (previously B1)


NEW WORLD: Retains Keen Realty to Market Winchester Property
------------------------------------------------------------
New World Pasta Company has retained Keen Realty, LLC, to market
for sale approximately 48 acres of excess land in Winchester,
Virginia.  New World Pasta filed for Chapter 11 protection in May
2004 in the United States Bankruptcy Court for the Middle District
of Pennsylvania.

Available to users and investors are 48+/- acres of vacant land
located on Park Center Drive in the Fort Colliers Industrial Park
in Winchester, Va.  The land is excess land from a 73-acre parcel
in which New World Pasta utilizes 25 acres.  The land is zoned M1-
General Industrial and has available all utilities.  Also, the
property has road access at two points.  The land is sited only
1/2 a mile from US-Route 11 and one mile from Interstate 81.  Fort
Colliers Industrial Park is only an hour driving time from
Washington, D.C.

"This is an excellent development opportunity," said Craig Fox,
Keen Realty's Vice President.  "This land is in a premier location
and already has utilities in place.  We are already receiving
offers so we ask that interested parties move quickly," Mr. Fox
added.

Keen Realty, LLC is a consulting firm specializing in the
disposition of excess real estate.  Other current and recent
clients of Keen include Frank's Nursery & Crafts, Cable &
Wireless, Arthur Andersen, Country Home Bakers, Fleming, House of
Lloyd, Huffman Koos, Just for Feet, Pillowtex, Spiegel/Eddie
Bauer, and Warnaco.

For more information on the sale of these facilities, contact:

         Keen Realty, LLC
         60 Cutter Mill Road
         Suite 407
         Great Neck, N.Y. 11021
         Telephone: 516-482-2700
         Fax: 516-482-5764
         e-mail: krc@keenconsultants.com
         Attn: Craig Fox

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is a pasta manufacturer in the
United States. The Company, along with its debtor-affiliates,
filed for chapter 11 protection (Bankr. M.D. Penn. Case No. 04-
02817) on May 10, 2004. Eric L. Brossman, Esq., and Robert Bein,
Esq., at Saul Ewing LLP, in Harrisburg, serve as the Debtors'
local counsel. Bonnie Steingart, Esq., and Vivek
Melwani, Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP,
represent the Creditors' Committee. In its latest Form 10-Q for
the period ended June 29, 2002, New World Pasta reported
$445,579,000 in total assets and $451,816,000 in total
liabilities.


NORTH ATLANTIC: CFO Resignation Prompts S&P to Junk Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
smokeless tobacco processor and niche cigarette manufacturer North
Atlantic Holding Company, Inc., and its wholly owned subsidiary,
North Atlantic Trading Co. Inc., including its corporate credit
rating to 'CCC+' from 'B'.

At the same time, the CreditWatch implications were revised to
developing from negative.  The ratings remain on CreditWatch where
they were originally placed on Nov. 18, 2004.  About $347 million
of rated debt on New York, New York-based North Atlantic is
affected.

The downgrade follows:

     (i) the company's recent announcement that a key senior
         officer, David Brunson (the president and chief financial
         officer), has left the company;

    (ii) the amendment to the revolving credit facility that
         reduces the amount available to $35 million from
         $50 million (the credit agreement had originally called
         for a $10 million reduction after 18 months); and

   (iii) The hiring of management consulting firm, Alvarez and
         Marsal, to assess the company's operations, identify cost
         saving and performance-improvement opportunities.

In addition, the company expects that it may be in violation of
its fixed-charge covenant requirement for the 12 months ending
March 31, 2005, and June 30, 2005, respectively.  North Atlantic
is currently in discussions with lenders on amending the covenant.
If a default were to occur under the bank credit agreement, it
would also trigger an event of default under the senior notes and
under North Atlantic Holding's senior discount notes.

Standard & Poor's will meet with management to discuss the current
operating environment and North Atlantic's business strategies and
financial policies.  Furthermore, before resolving the CreditWatch
listing, North Atlantic will have to secure amendments to its
existing senior secured credit facility pertaining to the covenant
violations.


NOVELIS INC: TRC Capital Offers CDN $26.75 per Common Share
-----------------------------------------------------------
Novelis, Inc., (NYSE: NVL; Toronto) has been notified of an
unsolicited, below market "mini-tender" offer from TRC Capital
Corporation.  TRC is offering to purchase up to 2.5 million common
shares of Novelis, or approximately 3.38% of the common shares
outstanding, at a price of CDN $26.75 per common share.  This is a
discount of 2.90% from the closing price of NVL on the Toronto
Stock Exchange on January 28, 2005.

Novelis wishes to inform its common shareholders that it does not
in any way recommend or endorse the TRC Capital Corporation offer,
and that Novelis is in no way associated with TRC Capital
Corporation, the offer, or any of their offer documentation.

TRC Capital has made numerous unsolicited "mini-tender" offers for
shares of other companies in the recent past.  "Mini-tender"
offers are offers to purchase a small percentage of a company's
outstanding shares, thereby avoiding most of the filing,
disclosure and procedural requirements of Canadian securities and
United Sates federal securities legislation.  The Canadian
Securities Administrators and the United States Securities and
Exchange Commission have cautioned investors about "mini-tender"
offers, noting that these offers invite investors to sell their
securities at below-market prices

Novelis advises shareholders to consult their financial advisors
and to exercise caution with respect to this offer.  Novelis
understands that shareholders who have already tendered may
withdraw their common shares by providing the written notice
described in the TRC Capital offering documents prior to the
expiration of the offer.

Novelis, Inc. -- http://www.novelis.com/-- which was spun-off by
Alcan, Inc., effective Jan. 6, 2005, is the global leader in
aluminum rolled products and aluminum can recycling.  The Company
has 37 operating facilities in 12 countries and more than 13,500
dedicated employees.  Novelis has the unparalleled capability to
provide its customers with a regional supply of high-end rolled
aluminum products throughout Asia, Europe, North America, and
South America.  Through its advanced production capabilities, the
Company supplies aluminum sheet and foil to the automotive and
transportation, beverage and food packaging, construction and
industrial, and printing markets.

                         *     *     *

As reported by the Troubled Company Reporter on Jan. 21, 2005,
Standard & Poor's Ratings Services assigned its 'B' rating to
Novelis Inc.'s US$1.4 billion senior unsecured notes due 2015.  At
the same time, Standard & Poor's withdrew its CP ratings on Alcan
Aluminum Corp., as this entity was transferred to Novelis on
Jan. 6, 2005.  The outlook on Novelis, Inc., is stable.

As reported in the Troubled Company Reporter on Jan. 17, 2005,
Moody's Investors Service assigned a B1 rating to Novelis, Inc.'s
$1.4 billion senior unsecured, guaranteed note issue due January
2015 and affirmed the Company's existing ratings.  The notes will
be guaranteed by all wholly owned subsidiaries in the U.S. and
Canada and certain wholly owned foreign subsidiaries.  The
guarantee structure is the same as that provided in the Company's
recently placed senior secured bank facilities.  The rating
outlook is stable.


O'SULLIVAN IND: Dec. 31 Balance Sheet Upside-Down by $184.5 Mil.
----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (OTC: OSULP), a leading
manufacturer and distributor of office, household and home
organization RTA furniture, reported net sales of $66.2 million
for its second fiscal quarter ended December 31, 2004.  Second
quarter sales increased 1.5% over prior year. Net sales grew
sequentially 5.6% over first quarter and represented the second
consecutive quarter of increasing sales.

"Organizational changes and a focused strategic plan are beginning
to manifest themselves in the marketplace," stated Bob Parker,
President and CEO.  "Bringing together a proven, professional
senior management team has provided O'Sullivan with the
opportunity for a more detailed focus on our key account sales and
marketing strategies," Mr. Parker concluded.

Cash flow for the second quarter was $6.9 million as compared to a
negative $1.2 million reported in the first quarter. Six months
cash flow results were a positive $5.8 million. There was no
outstanding balance on the revolving line of credit at the close
of the second quarter. These results are due to the intense focus
on cash management throughout the business.

Rick Walters, Executive Vice President and CFO, summarized, "By
focusing on working capital improvements, especially on inventory
efficiency and production control, we were able to generate a
quarterly positive cash flow of $6.9 million while meeting all our
current interest obligations.  Continuing to emphasize balance
sheet improvements and a company-wide focus on cash management
should provide adequate funds to meet continuing cash needs and
give us the financial stability for future growth."

As expected, the focused execution on reducing working capital,
especially inventory levels, resulted in an operating loss of $3.2
million for fiscal 2005's second quarter.  This compares to an
operating profit of $2.7 million in the fiscal 2004 second
quarter.  The main causes of the year-over-year reduction were the
gross profit impact of unabsorbed manufacturing overhead due to
lower factory production levels and continued high raw material
costs.  This gross profit impact was in-line with Company plans
and reflects the successful execution of an inventory reduction of
almost $10 million in the quarter.

Net loss for the second quarter of fiscal 2005 was $12.1 million,
compared to a net loss of $5.4 million for the same quarter of
fiscal 2004.  Net loss for the first half of fiscal 2005 was $20.6
million, compared to a loss of $12.7 million for the first half of
fiscal 2004.  The decline was due primarily to our lower operating
income.

EBITDA for fiscal 2005's second quarter was $0.04 million, or 0.1%
of net sales, compared to EBITDA of $6.6 million, or 10.2% of net
sales reported in the fiscal 2004 second quarter.  This EBITDA
decline is consistent with the operating income change noted above
and reflects the impact of the inventory reduction focus.

EBITDA should be considered in addition to, but not as a
substitute for or superior to, operating income, net income,
operating cash flow and other measures of financial performance
prepared in accordance with generally accepted accounting
principles. EBITDA may differ in the method of calculation from
similarly titled measures used by other companies. EBITDA provides
another measure of the operations of the business and liquidity
prior to the impact of interest, taxes and depreciation. Further,
EBITDA is a common method of valuing companies such as O'Sullivan.

                     Conclusion and Outlook

"The continued focus on the execution of our plan has resulted in
a much needed reduction of working capital and a positive impact
on cash," concluded Bob Parker.  "We are committed to this cash
management focus and believe our efforts to build a consumer-
focused, marketing driven company will begin to show more
favorable results by the end of fiscal '05 and into fiscal '06.
However, financial performance for the balance of fiscal '05 will
continue to be a challenge compared to the prior year results.  We
anticipate a reduction of net sales in the mid-single digit range
and lower earnings due to the impact of high material costs,
unfavorable manufacturing absorption as we reduce inventory, and a
higher mix of promotionally priced products."

At Dec. 31, 2004, O'Sullivan Industries' balance sheet showed a
$184,526,000 stockholders' deficit, compared to a $150,093,000
deficit at Dec. 31, 2003.


OMEGA HEALTH: Earns $8.9 Million of Net Income in Fourth Quarter
----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) reported its results
of operations for the quarter and fiscal year ended December 31,
2004. The Company also reported Funds From Operations available to
common stockholders for the three and twelve months ended
December 31, 2004 of $10.6 million or $0.22 per common share and a
deficit of ($21.9) million or ($0.47) per common share,
respectively. The $10.6 million of FFO available to common
stockholders for the quarter includes the impact of $0.8 million
of non-cash restricted stock expense. FFO is presented in
accordance with the guidelines for the calculation and reporting
of FFO issued by the National Association of Real Estate
Investment Trusts. Adjusted FFO, which excludes the impact of the
non-cash charge, was $0.24 per common share for the three months
ended December 31, 2004.

                        GAAP Net Income

Including the gain from discontinued operations of $3.8 million
for the three months ended December 31, 2004, the Company reported
net income available to common stockholders of $8.9 million, or
$0.19 per diluted common share, on operating revenues of $24.2
million. This compares to net income available to common
stockholders of $155 thousand, or $0.00 per diluted common share,
and operating revenues of $21.7 million for the same period in
2003.

Including the gain from discontinued operations of $3.3 million
for the twelve months ended December 31, 2004, the Company
reported a net loss available to common stockholders of ($40.1)
million, or ($0.88) per diluted common share, on operating
revenues of $90.5 million. This compares to net income of $2.9
million, or $0.08 per diluted common share, in 2003. The ($40.1)
million net loss reported for the twelve months ended December 31,
2004, includes the impact of $53.8 million of non-cash redemption
and refinancing charges and $6.4 million of exit fees associated
with refinancing-related activities during the first half of 2004.

                     Fourth Quarter Results

   -- Operating Revenues and Expenses

Operating revenues for the three months ended December 31, 2004
were $24.2 million. Operating expenses for the three months ended
December 31, 2004 totaled $8.4 million, comprised of $5.5 million
of depreciation and amortization expense, $2.0 million of general,
administrative and legal expenses and $0.8 million of restricted
stock amortization.

   -- Other Expenses

Interest expense for the quarter was $6.7 million and non-cash
interest expense totaled $0.5 million.

   -- Funds From Operations

For the three months ended December 31, 2004, reportable FFO
available to common stockholders was $10.6 million, or $0.22 per
common share, compared to $11.0 Million, or $0.20 per common
share, for the same period in 2003. The $10.6 million of FFO for
the quarter includes the impact of $0.8 million of non-cash
restricted stock amortization associated with the Company's
issuance of restricted stock grants to executive officers during
the third quarter of 2004. However, when excluding the $0.8
million of restricted stock amortization described above in 2004
and certain non-recurring revenue and expense items in 2003,
adjusted FFO was $11.5 million, or $0.24 per common share,
compared to $11.0 million, or $0.20 per common share, for the same
period in 2003. For further information, see the attached "Funds
From Operations" schedule and notes.

   -- Asset Sales

In December 2004, the Company sold three closed facilities,
located in Florida, Pennsylvania and Washington, realizing
proceeds of approximately $5.5 million, net of closing costs and
other expenses, resulting in an accounting gain of approximately
$3.8 million. The Company currently has no closed facilities
remaining in its portfolio.

                        Year End Results

Operating Revenues and Expenses Operating revenues for the twelve
months ended December 31, 2004 were $90.5 million. Operating
expenses for the twelve months ended December 31, 2004 totaled
$30.4 million, comprised of $21.5 million of depreciation and
amortization expense, $7.7 million of general, administrative and
legal expenses and $1.1 million of restricted stock amortization.

Other Expenses - Cash interest expense for the twelve months ended
December 31, 2004 was $23.1 million. In addition, $19.1 million of
interest expense associated with refinancing activities was
recorded during the first quarter of 2004 (see Financing
Activities and Borrowing Arrangements section below). The Company
also recorded during the second quarter of 2004 a $3.0 million
charge relating to professional liability claims associated with
the Company's former owned and operated facilities.

Funds From Operations - For the twelve months ended December 31,
2004, reportable FFO available to common stockholders was a
deficit of ($21.9) million, or ($0.47) per common share, compared
to $35.0 million, or $0.64 per common share, for the same period
in 2003. The 2004 FFO is presented in accordance with the
guidelines for the calculation and reporting of FFO issued by
NAREIT and includes the impact of $53.8 million of non-cash
refinancing-related charges, $6.4 million of exit fees associated
with a terminated credit facility, $1.1 million of non-cash
restricted stock amortization expense associated with the
Company's issuance of restricted stock grants to executive
officers and a $0.3 million adjustment to derivatives to their
fair value. However, when excluding the charges described above in
2004 and certain other non-recurring revenue and expense items,
adjusted FFO was $42.1 million, or $0.91 per common share, for
2004 as compared to $45.7 million, or $0.83 per common share, for
2003. For further information, see the attached "Funds From
Operations" schedule and notes.

Asset Sales - During 2004, the Company sold six closed facilities,
realizing proceeds of approximately $5.7 million, net of closing
costs and other expenses, resulting in an accounting gain of
approximately $3.3 million. As a result, the Company currently has
no closed facilities remaining in its portfolio.

         Financing Activities and Borrowing Arrangements

4.0 Million Primary Common Stock Offering - On December 15, 2004,
the Company closed an underwritten public offering of 4,025,000
shares of Omega common stock at $11.96 per share, less
underwriting discounts. The sale included 525,000 shares sold in
connection with the exercise of an over-allotment option granted
to the underwriters. The Company received approximately $45.7
million in net proceeds from the sale of the shares, after
deducting underwriting discounts and before estimated offering
expenses.

$60 Million 7% Unsecured Notes Issuance - On October 29, 2004, the
Company completed a privately placed offering of an additional $60
million aggregate principal amount of 7% senior notes due 2014 at
an issue price of 102.25% of the principal amount of the notes
(equal to a per annum yield to maturity of approximately 6.67%),
resulting in gross proceeds to the Company of approximately $61.4
million. The terms of the notes offered were substantially
identical to the Company's existing $200 million aggregate
principal amount of 7% senior notes due 2014 issued in March 2004.
The notes were issued through a private placement to qualified
institutional buyers under Rule 144A under the Securities Act of
1933 and in offshore transactions pursuant to Regulation S under
the Securities Act.

Credit Facility Increased to $200 Million - On March 22, 2004, the
Company entered into an agreement with Banc of America Securities
LLC, as lead arranger, Bank of America, N.A., as administrative
agent and a lender, and a syndicate of other financial
institutions as lenders, including UBS Loan Finance LLC and
Deutsche Bank AG, to provide a $125 million senior secured four-
year revolving credit facility. On April 30, 2004, the Company
exercised its right to increase the revolving commitments under
the senior credit facility by an additional $50 million to $175
million. On November 5, 2004, the Company amended the senior
revolving credit facility to permit further increases of the
revolving commitments under the senior credit facility by an
additional $125 million, up to $300 million in the future. On
December 2, 2004, the Company exercised its right to increase the
aggregate revolving committed amount under the senior credit
facility by $25 million to an aggregate of $200 million.

9.25% Series A Preferred Redemption - On April 30, 2004, the
Company fully redeemed its 9.25% Series A Cumulative Preferred
Stock (NYSE:OHI PrA) ("Series A preferred stock"). The Company
redeemed the 2.3 million shares of Series A preferred stock at a
price of $25.57813, comprising the $25 liquidation value and
accrued dividend. Under FASB-EITF Issue D-42, "The Effect on the
Calculation of Earnings per Share for the Redemption or Induced
Conversion of Preferred Stock," the repurchase of the Series A
preferred stock resulted in a non-cash charge to net income
available to common shareholders of approximately $2.3 million
reflecting the write-off of the original issuance costs of the
Series A preferred stock

Interest Rate Cap Sale - In connection with the Company's
repayment and termination of the $225 million senior secured
credit facility, the Company sold its $200 million interest rate
cap on March 31, 2004. Net proceeds from the sale totaled
approximately $3.5 million and resulted in a loss of approximately
$6.5 million, which was recorded during the first quarter of 2004
and included in the $19.1 million of interest expense associated
with refinancing activities.

$200 Million 7% Unsecured Notes Issuance - On March 22, 2004, the
Company closed on a private offering of $200 million of 7% senior
unsecured notes due 2014. The notes are unsecured senior
obligations of the Company, which have been guaranteed by the
Company's subsidiaries. The notes were issued in a private
placement to qualified institutional buyers under Rule 144A under
the Securities Act and in offshore transactions pursuant to
Regulation S under the Securities Act.

18.1 Million Secondary Common Share Issuance and 2.7 Million Share
Primary Offering - On March 8, 2004, the Company closed an
underwritten public offering of 18.1 million shares of Omega
common stock at $9.85 per share owned by Explorer Holdings L.P.,
its then largest stockholder ("Explorer"). As a result of the
offering, Explorer no longer owns any of Omega's common stock. The
Company did not receive any proceeds from the sale of the shares
sold by Explorer.

In connection with the 18.1 million common stock offering, the
Company issued approximately 2.7 million additional shares of
Omega common stock at a price of $9.85 per share, less
underwriting discounts, to cover over-allotments in connection
with the 18.1 million secondary offering. The Company received net
proceeds of approximately $22.4 million from this offering.

Series D Preferred Offering; Series C Preferred Repurchase and
Conversion - On February 5, 2004, the Company announced that
Explorer granted the Company an option to repurchase up to 700,000
of the Company's 10% Convertible Series C preferred stock ("Series
C preferred stock"), which were convertible into the Company's
common shares, held by Explorer at a negotiated purchase price of
$145.92 per Series C preferred stock (or $9.12 per common share on
an as converted basis). Explorer further agreed to convert any
remaining Series C preferred stock into shares of common stock,
all of which were subsequently sold pursuant to the secondary
offering discussed above.

On February 10, 2004, the Company announced the closing of the
sale of 4,739,500 shares of 8.375% Series D cumulative redeemable
preferred stock ("Series D preferred stock"). The preferred stock
was issued at $25 per share and trades on the NYSE under the
symbol "OHI PrD." The Company received net proceeds of
approximately $114.8 million from this offering.

The Company used approximately $102.1 million of the net proceeds
from the Series D preferred stock offering to repurchase 700,000
shares of the Company's Series C preferred stock from Explorer. In
connection with the closing of the repurchase, Explorer converted
its remaining 348,420 Series C preferred stock into approximately
5.6 million shares of the Company's common stock.

The combined repurchase and conversion of the Series C preferred
stock reduced the Company's preferred dividend requirements,
increased its market capitalization and facilitated future
financings by simplifying the Company's capital structure. Under
FASB-EITF Issue D-42, "The Effect on the Calculation of Earnings
per Share for the Redemption or Induced Conversion of Preferred
Stock," the repurchase of the Series C preferred stock resulted in
a non-cash charge to net income available to common shareholders
of approximately $38.7 million.

                        Portfolio Developments

Investment Activity

Essex Healthcare - On January 13, 2005, the Company closed on
$58.1 million of net new investments as a result of the exercise
by American Health Care Centers of a put agreement with the
Company for the purchase of 13 skilled nursing facilities. In
October 2004, American and its affiliated companies paid one
thousand dollars to the Company and agreed to eliminate the right
to prepay the existing Company mortgage in the event the option
was not exercised.

The gross purchase price of $78.8 million was offset by
approximately $7.0 million paid by the Company to American in 1997
to obtain an option to acquire the properties. The net purchase
price also reflects approximately $13.8 million in mortgage loans
the Company had outstanding with American and its affiliates,
which encumbered 6 of the 13 properties.

The 13 properties, all located in Ohio, will continue to be leased
by Essex Healthcare Corporation. The master lease and related
agreements have approximately six years remaining and in 2005
annual payments are approximately $8.9 million with annual
escalators.

Guardian LTC Management, Inc. - On November 2, 2004, the Company
purchased 14 SNFs and one assisted living facility from
subsidiaries of Guardian LTC Management, Inc., for a total
investment of $72.4 million. Thirteen of the facilities are
located in Pennsylvania and two in Ohio. The 15 facilities were
simultaneously leased back to the sellers, which are subsidiaries
of Guardian, under a new master lease effective November 2, 2004.
On December 3, 2004, the Company purchased one additional facility
located in West Virginia from the sellers for an additional $7.7
million. The West Virginia facility is a combined SNF and
rehabilitation hospital. The West Virginia facility was added to
the master lease on December 3, 2004.

Rent under the master lease is $8.2 million for the first lease
year commencing November 2, 2004, with annual increases
thereafter. The term of the master lease is ten years and runs
through October 31, 2014, followed by four renewal options of five
years each. The Company also received a security deposit
equivalent to three months rent.

CommuniCare Health Services, Inc. - The Company closed a first
mortgage loan on November 1, 2004, in the amount of $6.5 million
on one SNF in Cleveland, Ohio. The operator of the facility is an
affiliate of CommuniCare Health Services, Inc., an existing
Company tenant. The term of the mortgage is ten years and carries
an interest rate of 11%. The Company received a security deposit
equivalent to three months interest.

Senior Management - On April 30, 2004, the Company purchased two
SNFs, representing 477 beds for a total investment of $9.4
million. The purchase price included funds for capital
expenditures, additional bed licenses and transaction costs. Both
facilities are located in Texas and were combined into an existing
master lease with an existing operator. Rent under the master
lease was increased by approximately $1.0 million for the first
lease year commencing May 1, 2004, with annual increases
thereafter. The term of the master lease was increased to 10
years, and is followed by two 10 year renewal options. During the
first lease year, the operator will fund a security deposit
equivalent to approximately four months of the incremental rent.

Haven Healthcare - Effective April 1, 2004, the Company purchased
three SNFs, representing 399 beds for a total investment of $26.0
million. Two of the facilities are located in Vermont, with the
third located in Connecticut. The facilities were combined into an
existing master lease with a current operator. Rent under the
master lease was increased by approximately $2.7 million for the
first lease year commencing April 1, 2004, with annual increases
thereafter. The term of the master lease had been increased to ten
years on January 1, 2004 and runs through December 31, 2013,
followed by two 10 year renewal options. The Company received a
security deposit equivalent to three months of the incremental
rent.

Re-leasing and Restructuring Activity

Sun Healthcare Group, Inc. - Effective November 1, 2004, the
Company re-leased two SNF's formerly leased by Sun Healthcare
Group, Inc., both located in California. The first, representing
59 beds, was re-leased to a new operator under a single facility
lease with a five year term and an initial annual lease rate of
approximately $200,000. The second, representing 98 beds, was also
re-leased to a new operator under a single facility lease with a
three and a half year term and an initial annual lease rate of
approximately $180,000.

On March 1, 2004, the Company entered into an agreement with Sun
regarding 51 properties that were leased to various affiliates of
Sun. Under the terms of a master lease agreement, Sun would
continue to operate and occupy 23 long-term care facilities, five
behavioral properties and two hospital properties through December
31, 2013. One property, located in Washington and formerly
operated by a Sun affiliate, was already closed and the lease
relating to that property was terminated. With respect to the
remaining 20 facilities, 17 were already transitioned to new
operators and three were in the process of being transferred to
new operators.

Also effective March 1, 2004, the Company re-leased one SNF
formerly leased by Sun located in California and representing 58
beds, to a new operator under a Master Lease, which has a ten-year
term and has an initial annual lease rate of approximately $0.12
million.

Effective January 1, 2004, the Company re-leased SNFs to an
existing operator under a new master lease, which has a five-year
term and an initial annual lease rate of $0.75 million. Four
former Sun SNFs, three located in Illinois and one located in
Indiana, representing an aggregate of 449 beds, were part of the
transaction. The fifth SNF in the transaction, located in Illinois
and representing 128 beds, was the last remaining owned and
operated facility in the Company's portfolio.

Alterra Healthcare - On October 1, 2004, the Company re-leased one
assisted living facility formerly leased to Alterra Healthcare
located in Ohio and representing 36 beds to a new operator under a
single facility lease. This lease has a three-year term and an
annual rent of $220,000.

Claremont Healthcare Holdings, Inc. - Effective January 1, 2005,
the Company re-leased one SNF formerly leased to Claremont Health
Care Holdings, Inc., located in New Hampshire and representing 68
beds to an existing operator at an initial annual lease rate of
$500,000. This facility was added to an existing Master Lease
which expires on December 31, 2013, followed by two 10-year
renewal options. The operator will increase the current security
deposit by $125,000 on March 1, 2005.

Effective March 8, 2004, the Company re-leased three SNFs formerly
leased by Claremont Health Care Holdings, Inc., located in Florida
and representing 360 beds, to an existing operator at an initial
annual lease rate of $2.5 million. These facilities were added to
an existing master lease, the initial term of which has been
extended ten years to February 2014. The aggregate annual lease
rate under this master lease, inclusive of the $2.5 million, is
$3.9 million.

Mariner - On December 10, 2004, Mariner notified the Company of
its intention to exercise its right to prepay in full the $59.7
million aggregate principal amount owed to us under a promissory
note secured by a mortgage with an interest rate of 11.57%,
together with the required prepayment premium of 3% of the
outstanding principal balance and all accrued and unpaid interest,
on February 1, 2005. In addition, pursuant to certain provisions
contained in the promissory note, Mariner will pay the Company an
amendment fee owing for the period ending on February 1, 2005.

Tiffany Care Centers, Inc. - On April 6, 2004, the Company
received approximately $4.6 million in proceeds on a mortgage loan
payoff. The Company held mortgages on five facilities located in
Missouri, representing 319 beds, which produced approximately $0.5
million of annual interest revenue in 2003.

Other Assets

Closed Facilities - During 2004, the Company sold six closed
facilities, realizing proceeds of approximately $5.7 million, net
of closing costs and other expenses, resulting in an accounting
gain of approximately $3.3 million. As a result of these
transactions, the Company currently has no closed facilities
remaining in its portfolio.

Sun Healthcare Group, Inc. Common Stock - Under the Company's
restructuring agreement with Sun, previously announced on January
26, 2004, the Company received the right to convert deferred base
rent owed to the Company, totaling approximately $7.8 million,
into 800,000 shares of Sun's common stock, subject to certain non-
dilution provisions and the right of Sun to pay cash in an amount
equal to the value of that stock in lieu of issuing stock to the
Company.

On March 30, 2004, the Company notified Sun of its intention to
exercise its right to convert the deferred base rent into fully
paid and non-assessable shares of Sun's common stock. On April 16,
2004, the Company received a stock certificate for 760,000 shares
of Sun's common stock and cash in the amount of approximately $0.5
million in exchange for the remaining 40,000 shares of Sun's
common stock.

               2005 Adjusted FFO Guidance Affirmed

The Company affirmed its 2005 adjusted FFO available to common
stockholders to be between $1.00 and $1.02 per common share.

The Company's adjusted FFO guidance (and related GAAP earnings
projections) for 2005 excludes the future impacts of gains and
losses on the sales of assets, expenses related to nursing home
operations, additional divestitures, certain one-time revenue and
expense items, capital transactions, and restricted stock
amortization expense.

Reconciliation of the adjusted FFO guidance to the Company's
projected GAAP earnings is provided on a schedule attached to this
Press Release. The Company may, from time to time, update its
publicly announced FFO guidance, but it is not obligated to do so.

The Company's adjusted FFO guidance is based on a number of
assumptions, which are subject to change and many of which are
outside the control of the Company. If actual results vary from
these assumptions, the Company's expectations may change. There
can be no assurance that the Company will achieve these results.

                         Dividend Policy

Common Dividends - On January 18, 2005, the Company's Board of
Directors announced a common stock dividend of $0.20 per share to
be paid February 15, 2005 to common stockholders of record on
January 31, 2005. At the date of this release, the Company had
approximately 50.9 million outstanding common shares.

Preferred Dividends - On January 18, 2005, the Company's Board of
Directors also declared its regular quarterly dividends for Series
B and D preferred stock, payable February 15, 2005 to preferred
stockholders of record on January 31, 2005. Series B and D
preferred stockholders of record on January 31, 2005 will be paid
dividends in the amount of approximately $0.53906 and $0.52344,
per preferred share, respectively, on February 15, 2005. The
liquidation preference for the Company's Series B and D preferred
stock is $25.00 per share. Regular quarterly preferred dividends
represent dividends for the period November 1, 2004 through
January 31, 2005.

                Tax Treatment for 2004 Dividends

Preferred A Dividends - On February 16, 2004 and May 17, 2004, the
Company paid dividends to its Preferred A stockholders in the
approximate per share amount of $0.578130, for stockholders of
record on February 2, 2004 and April 30, 2004, respectively. The
Company has determined that 22.03% of all Preferred A dividends in
2004 should be treated for tax purposes as a return of capital,
with the balance of 77.97% treated as an ordinary dividend.

Preferred B Dividends - On February 16, 2004, May 17, 2004, August
16, 2004 and November 15, 2004, the Company paid dividends to its
Preferred B stockholders in the approximate per share amount of
$0.539060 for stockholders of record on February 2, 2004, April
30, 2004, July 30, 2004 and October 29, 2004, respectively. The
Company has determined that 22.03% of all Preferred B dividends in
2004 should be treated for tax purposes as a return of capital,
with the balance of 77.97% treated as an ordinary dividend.

Preferred D Dividends - On May 17, 2004, August 16, 2004 and
November 15, 2004, the Company paid dividends to its Preferred D
stockholders in the approximate per share amounts of $0.471090,
$0.523440 and $0.523440 for stockholders of record on April 30,
2004, July 30, 2004 and October 29, 2004, respectively. The
Company has determined that 22.03% of all Preferred D dividends in
2004 should be treated for tax purposes as a return of capital,
with the balance of 77.97% treated as an ordinary dividend.

Common Dividends - On February 16, 2004, May 17, 2004, August 16,
2004 and November 15, 2004, the Company paid dividends to its
Common stockholders in the per share amounts of $0.17, $0.18,
$0.18 and $0.19, for stockholders of record on February 2, 2004,
April 30, 2004, July 30, 2004 and October 29, 2004, respectively.
The Company has determined that 100% of the common dividends paid
in 2004 should be treated for tax purposes as a return of capital.

                        About the Company

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry. At December 31, 2004,
the Company owned or held mortgages on 221 skilled nursing and
assisted living facilities with approximately 23,105 beds located
in 29 states and operated by 42 third-party healthcare operating
companies.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Fitch Ratings published a credit analysis report on Omega
Healthcare Investors, Inc., providing insight into Fitch's
rationale for its ratings of:

   -- $300 million of outstanding senior unsecured notes 'BB';
   -- $168 million of preferred stock 'B'.

The Rating Outlook is Stable.


OZARK AIR: Wants Chapter 11 Case Converted to Chapter 7
-------------------------------------------------------
Ozark Air Lines, Inc., d/b/a Great Plains Airlines asks the United
States Bankruptcy Court for the Northern District of Oklahoma to
enter an order converting its chapter 11 case to a chapter 7.  The
carrier tells the Bankruptcy Court it hasn't located any investors
or financing to successfully reorganize and emerge from
bankruptcy.

As reported in the Troubled Company Reporter on Oct. 8, 2004,
Ozark acknowledged that in the event an acceptable offer is not
received in the future for the sale of its 121 Operating
Certificate issued by the Federal Aviation Administration, this
case may be converted to a case under chapter 7 of the Bankruptcy
Code so that a bankruptcy trustee can complete the administration
of this bankruptcy estate by:

   (a) liquidating the airplane parts and tools in the
       possession of Oklahoma Regional Jet Center, Inc.;

   (b) prosecuting whatever claim the estate has against ORJC
       related to the parts and tooling;

   (c) collecting any amounts due Ozark by others; and

   (d) prosecuting avoidance claims against third parties.

Headquartered in Tulsa, Oklahoma, Ozark Air Lines, Inc. --
http://www.gpair.com/-- owns an air carrier that served Colorado
Springs, Albuquerque, Tulsa, Oklahoma City and Nashville. The
Company filed for chapter 11 protection on January 23, 2004
(Bankr. N.D. Okla. Case No. 04-10361). Sidney K. Swinson, Esq.,
Jeffrey D. Hassell, Esq., and John D. Dale, Esq., at Gable &
Gotwals represent the Debtor in its restructuring efforts. When
the Company filed for protection from its creditors, it listed
estimated debts and assets of more than $10 million.


PARMALAT CANADA: Sells North American Bakery Group
--------------------------------------------------
Parmalat Dairy & Bakery, Inc., has sold the company's North
American Bakery Group, which includes the Archway brands, Mother's
brands and the U.S. and Canadian private label cookie businesses
to the private equity firm Catterton Partners, and their operating
partner Insight Holdings.  Terms were not disclosed.

Under this agreement, the U.S. bakery name will change to the
"Archway & Mother's Cookie Company, Inc." and the Canadian bakery
will be known as "A&M Cookie Company Canada" with Catterton
Partners and Insight Holdings leveraging their strong industry
expertise to provide the bakery management team with marketing and
operational strategies targeted at building sales and long-term
profit.

"We are pleased to have finalized this transaction with Catterton
Partners," said Marc Caira, President and CEO of Parmalat Dairy &
Bakery, Inc.  "This transaction allows us to fully focus on our
long term commitment to the Canadian dairy market as an industry
leader dedicated to the health and wellness of Canadians through
our milk and dairy products, fruit juices, cultured products,
cheese products and table spreads."

Insight Holdings focuses on consumer goods having run such
successful companies as Farley's & Sathers Candy Co., Famous Amos
Cookies, Terra chips, and La Victoria Salsa.

                    About Catterton Partners

With more than $1.2 billion under management, Catterton Partners
is a leading private equity firm in the U.S. focused exclusively
on the consumer industry.  Catterton's combination of investment
capital, strategic and operating skills, and network of industry
contacts has enabled it to become the most sought after private
equity firm in the consumer sector.

Catterton considers investments across a number of targeted
consumer-industry "verticals": Food and Beverage, Retail and
Restaurants, Consumer Products and Services, and Media and
Marketing Services.  Catterton's unique combination of value-added
resources has resulted in the creation of numerous market leading
companies, such as Build-A-Bear Workshop, PF Chang's China Bistro,
Baja Fresh, Farley's and Sathers Candy Co., Titan Outdoor,
Pharmaceuticals Holdings, Inc., Gold Coast Beverage Distributors,
Odwalla, Inc., and Wellness Pet Food.  Since being founded in
1990, Catterton has had one of the strongest investment track
records in the consumer industry.

Parmalat Canada produces milk and dairy products, fruit juices,
cultured products, cheese products and table spreads with such
respected brands as Beatrice(R), Lactantia(R), Balderson(R), Black
Diamond(R) and Astro(R).

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.


POPE & TALBOT: Declares $0.08 Dividend per Common Share
-------------------------------------------------------
Pope & Talbot, Inc., (NYSE:POP) reported a first quarter dividend
payment of 8 cents per share, payable on March 3, 2005, to common
stockholders of record February 17, 2005.

Pope & Talbot -- http://www.poptal.com/-- is a pulp and wood
products company.  The Company is based in Portland, Oregon and
traded on the New York and Pacific stock exchanges under the
symbol POP.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the U.S. and Canada.  Markets
for the Company's products include the U.S., Europe, Canada, South
America, Japan, China, and the other Pacific Rim countries.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2004,
Moody's Investors Service affirmed the Ba2 senior implied, Ba3
issuer and Ba3 senior unsecured ratings of Pope & Talbot, Inc.
The rating outlook continues to be stable.

Ratings Affirmed:

   * Ba3 for the US$75 million of 8.375% debentures and
     US$50.8 million of 8.375% senior notes, both due
     June 1, 2013,

   * Ba2 for Pope & Talbot's senior implied rating, and

   * Ba3 for its senior unsecured issuer rating.

As reported in the Troubled Company Reporter on July 15, 2004,
Standard & Poor's Ratings Services revised its outlook on pulp and
lumber producer, Pope & Talbot, Inc., to stable from negative.
The corporate credit and senior unsecured debt ratings are
affirmed at 'BB'.


QUEENSGATE SPECIAL: Moody's Puts Ba1 Rating on $25 Million Notes
----------------------------------------------------------------
Moody's Investors Service assigned ratings to notes issued by
Queensgate Special Purpose Limited, a limited liability company
incorporated under the laws of Bermuda, for the benefit of
Reassure America Life Insurance Company -- REALIC, an indirect,
wholly-owned subsidiary of Swiss Reinsurance Company.  The
transaction was brought to market by Swiss Re Capital Markets.

A rating of A1 was assigned to the US$175,000,000 Series 2005-A
Fixed Rate Notes due December 31, 2024.

A rating of Baa1 was assigned to the US$45,000,000 Series 2005-B
Fixed Rate Notes due December 31, 2024.

A rating of Ba1 was assigned to the US$25,000,000 Series 2005-C
Fixed Rate Notes due December 31, 2024.

The transaction is a securitization of future profits to emerge on
five closed blocks of life insurance policies owned by REALIC.

Moody's has assessed the expected cashflows from the securitised
blocks of policies under a variety of stress scenarios and
believes that the resilience of the cash flows is consistent with
the underlying ratings assigned to the Notes.  Moody's ratings
address the ultimate cash receipt of all required interest and
principal payments as provided by the governing documents, and is
based on the expected loss posed to the note holders relative to
the promise of receiving the present value of such payments.
Moody's evaluation included extensive review of the technical
basis, methodology and historical data used to develop the risk
analysis done by Millman Inc. (an actuarial consulting firm
retained by the sponsor) to assess potential losses to
noteholders.

This review, together with a detailed analysis of the
transaction's legal structure and the financial strength of the
various parties to the transaction, provided Moody's with
sufficient comfort that the resulting ratings adequately capture
the risk to investors in these securities.


RESIDENTIAL ASSET: Fitch Junks Two Home Equity Transactions
-----------------------------------------------------------
Fitch Ratings has performed a review of various Residential Asset
Mortgage Products - RAMP -- home equity transactions.  Based on
the review, these rating actions have been taken:

   Residential Asset Mortgage Products, Inc., series 2001-RM2
   Group 1:

        -- Classes A-I, AP-I, AV-I affirmed at 'AAA';
        -- Class M-I-1 affirmed at 'AAA';
        -- Class M-I-2 affirmed at 'AA-';
        -- Class M-I-3 affirmed at 'BBB';
        -- Class B-I-1 affirmed at 'BB';
        -- Class B-I-2 affirmed at 'B'.

   Residential Asset Mortgage Products, Inc., series 2001-RM2
   Group 2:

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

   Residential Asset Mortgage Products, Inc., series 2001-RZ2
   Groups 1 and 2:

        -- Class M-1 upgraded to 'AAA' from 'AA+';
        -- Class M-2 upgraded to 'AA' from 'A';
        -- Class M-3 affirmed at 'BBB';
        -- Class B downgraded to 'C' from 'CCC'.

   Residential Asset Mortgage Products, Inc., series 2001-RZ3:

        -- Class M-1 upgraded to 'AAA' from 'AA';
        -- Class M-2 upgraded to 'AA' from 'A';
        -- Class M-3 affirmed at 'BBB';
        -- Class B remains at 'CC'.

   Residential Asset Mortgage Products, Inc., series 2001-RZ4:

        -- Class A-5 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class M-2 affirmed at 'A';
        -- Class M-3 affirmed at 'BBB'.

The upgrades of the M-1 and M-2 bonds of the 2001-RZ2 and 2001-RZ3
series ($21.5 million outstanding, as of the Jan. 25, 2005
distribution date) are taken as a result of growth in credit
enhancement - CE -- from the initial levels of 9.50% (M-1 bond)
and 5% (M-2 bond) to the current levels of 97.76% and 50.15% (M-1
and M-2 bonds, 2001-RZ2 series) and 89.53% and 47.31% (M-1 and M-2
bonds, 2001-RZ3 series), respectively.

The affirmations of the other classes of the above series reflect
CE consistent with future loss expectations and affect
approximately $97 million of outstanding certificates.  The pool
factors (current mortgage loans outstanding as a percentage of the
initial pool) for these deals ranged from 9.45% to 26.84%.

The downgrade of the Class B bond of the 2001-RZ2 series
($4,481,499 outstanding, as of the Jan. 25, 2005, distribution
date) to 'C' from 'CCC' is taken as a result of
overcollateralization - OC -- being reduced to zero and the bond
suffering writedowns because of monthly losses exceeding monthly
excess interest.  The net monthly losses (gross losses minus
excess interest) for the past three months averaged approximately
$52,000.

As of the Jan. 25, 2005, distribution date, the OC was zero for
the 2001-RZ2 series as against a target of $1,000,000.

The mortgage loans in these transactions consist of fixed-rate and
adjustable-rate mortgages extended to subprime borrowers and are
secured by first liens on one- to four-family residential
properties.

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


SBC COMMUNICATIONS: Fitch Puts 'BB+' Rating on Watch Negative
-------------------------------------------------------------
Fitch Ratings has placed the 'A+' senior unsecured debt rating of
SBC Communications, Inc. on Rating Watch Negative and placed the
'BB+' senior unsecured debt rating of AT&T Corp. on Rating Watch
Positive following the announcement of SBC's proposed acquisition
of AT&T for approximately $15 billion in SBC common stock and the
assumption of approximately $6 billion of net debt.

Including a $1 billion special dividend to be paid to AT&T
shareholders at the close of the transaction the total value of
the transaction is approximately $22 billion.  The Rating Watch
Negative also applies to the existing long-term debt of various
SBC subsidiaries that no longer issue debt, as financing
activities have been consolidated at the SBC Communications level.

In addition to the long-term rating of SBC, the 'F1' commercial
paper ratings of SBC and SBC International, the 'A' rating of
Cingular Wireless and the 'A' rating assigned to AT&T Wireless
debt guaranteed by Cingular are on Rating Watch Negative.
Finally, the 'B' commercial paper rating of AT&T has been placed
on Rating Watch Positive.  The closing of the transaction is
anticipated to be in the first half of 2006.

The rating action reflects Fitch's concern regarding the prospects
for the moderately higher business risk profile of SBC following
the acquisition of AT&T.  The transaction is not expected to have
a material impact on SBC's credit metrics, given AT&T's low
leverage for its current assigned rating.  AT&T's gross debt to
EBITDA for 2004 was approximately 1.5 times, and its net debt to
EBITDA was 1.0x.  SBC's 2004 leverage, which was affected by its
financing for Cingular's acquisition of AT&T Wireless in October
2004, was 2.2x including proportionate Cingular debt (but
including only approximately two months of EBITDA from AT&T
Wireless).  At year-end 2005, Fitch expects SBC's leverage to be
in the 1.5x-1.7x range.

At year-end 2006 and following the close of the acquisition of
AT&T, Fitch expects the combination of SBC's debt and SBC's 60%
share of Cingular's public debt to be in the range of $34-36
billion.  Strong free cash flows at both SBC and AT&T prior to the
close of the transaction are expected to allow both companies to
continue to reduce debt in the interim.  Fitch expects the 2006
pro forma leverage of SBC to approximate 1.5x, which if achieved
could limit the company's senior unsecured debt to a one-notch
downgrade.

Fitch's primary concerns with the effect of the acquisition on SBC
are the weak business fundamentals of the long distance business,
the impact of the integration costs on the company's cash flow,
and the risk that the projected synergies will be materially less
than anticipated.  Over the past several years, heightened
competition, weak demand and unstable pricing have contributed to
the erosion of AT&T's revenues and EBITDA.  In addition, AT&T has
suffered from a lack of growth opportunities in its core business.

The impact of the weak fundamentals of the long distance business
on SBC's credit profile will be moderated by the significant
synergies of the combined companies, which are expected to reach
$2 billion annually by 2008.  Since receiving long distance
approvals at the end of 2003, SBC has been aggressively targeting
the enterprise customer market.  Synergies will arise from the
elimination of duplicate spending on network, information
technology, sales efforts and headquarters functions.  In
evaluating the transaction, Fitch will evaluate the potential
synergies and the cash flows of the combined companies after
integration costs.  SBC is expected to incur integration costs of
approximately $1.6-1.9 billion in 2006 following the close of the
transaction, with integration costs declining thereafter.

The transaction is expected to close in the first half of 2006
following the customary regulatory approvals.  The effects of the
regulatory approval process on the economic potential of the
transaction are not known, and could have an impact on the
ultimate financial profile of the company.

The Rating Watch Negative applies to the 'A+' senior unsecured
debt of these issuers:

     -- SBC Communications Corp.;
     -- SBC Communications Capital Corp.;
     -- Ameritech Capital Funding;
     -- Illinois Bell Telephone Company;
     -- Indiana Bell Telephone Company;
     -- Michigan Bell Telephone Company;
     -- Pacific Bell Telephone Company;
     -- Wisconsin Bell Telephone Company;
     -- Southern New England Telecom Corp.;
     -- Southern New England Telephone;
     -- Southwestern Bell Telephone;
     -- Southwestern Bell Capital Corp.


SBC COMM: AT&T Acquisition Prompts Moody's to Review Ratings
------------------------------------------------------------
Moody's Investors Service has placed SBC Communications Inc.'s
and its telephone subsidiaries' A2 long term and P-1 short term
ratings on review for possible downgrade based on the Company's
plan to acquire AT&T for about $23 billion in cash, stock and
assumed debt.

At the same time, Moody's is placing the Ba1 long term rating of
AT&T on review for possible upgrade.  Moody's is affirming the
Baa2 senior unsecured rating and stable outlook for Cingular
Wireless.

The review for possible downgrade of SBC Communications will focus
on SBC's ability to generate multi-billion dollar revenue and cost
saving synergies in light of AT&T's declining revenues and cash
flows while at the same time assisting Cingular Wireless' efforts
to integrate recently purchased AT&T Wireless.  The review will
also consider SBC's plans to return cash to shareholders.

Moody's review for possible upgrade of AT&T will focus on SBC
Communications' intentions for AT&T's debt upon completion of the
merger.  While a SBC guarantee of AT&T's debt will equalize AT&T's
and SBC's long term ratings, Moody's believes unguaranteed AT&T
debt would still likely benefit from indirect SBC support.  As a
result, AT&T's rating could potentially rise several notches while
Moody's view of SBC's pro forma business risk will primarily drive
SBC's rating.

SBC Communications' current A2 rating reflects the Company's
strong incumbent wireline operating position offset by increasing
cable voice over Internet protocol (VOIP) competition as well as
the ambitious integration of AT&T Wireless by Cingular Wireless.
Declining revenues and cash flows largely drive AT&T's current Ba1
rating offset, by otherwise strong free cash flow-to-debt metrics.

At a minimum, Moody's believes the AT&T and SBC Communications
combination will allow for some vertical synergies.  While SBC
Communications has indicated that the net present value of
synergies from this transaction exceed $15 billion, the merger
will drain human and financial resources for at least two years at
a time when the future direction of the telecommunications
industry is uncertain.

SBC Communications clearly believes the threat to its core
wireline cash flow stream from cable competition is significant
and Moody's believes the Company's decisions to enhance and
diversify its long distance, broadband, wireless and video revenue
streams is strategically appropriate.  Nonetheless, execution risk
for SBC is substantial.

Moody's believes the proposed merger is positive for AT&T from an
operational standpoint.  Recent regulatory rulings pertaining to
UNE-P pricing have been harmful for AT&T's future business
prospects, especially in the consumer space.  While AT&T is a
premier long haul provider with excellent customer relationships,
Moody's believes the long haul sector remains intensely
competitive with companies like MCI, Qwest, Level 3 and others
aggressively pricing capacity and other long distance services.

SBC's recent merger activity signals its apparent desire to be the
leading telecommunications company in the United States, if not
the world.  In addition to the announced transaction, Cingular
Wireless, 60% owned by SBC, recently acquired AT&T Wireless for
$41 billion, making it the nation's largest wireless operator.

Moody's believes that SBC Communications' purchase of AT&T will
complement nearly all of its current business activities and
establish it as the leader in enterprise data services, a
potential growth area and one where it will maintain an unrivaled
position.  While owning such an extensive and high quality long
distance network will potentially stabilize SBC's cost structure
in relation to its own long distance, broadband and even wireless
long haul transport needs, AT&T's top line revenue stream remains
in steep decline.

The ratings affected by these rating actions are:

   -- SBC Communications Inc.:

      * prospective lt. debt rating,(P)A2, review for possible
        downgrade ("RFD")

      * prospective pfd. rating,(P)Baa1, RFD

      * issuer rating, A2, RFD

      * sr. unsec. lt. debt rating, A2, RFD

      * short term debt rating, P-1, RFD

      * Ameritech Capital Funding Corp.:

      * sr. unsec. lt. debt rating, A2, RFD

   -- Ameritech Credit Corp.:

      * sr. unsec. lt. debt rating, A2, RFD

   -- Illinois Bell Telephone Co.:

      * sr. unsec. lt. debt rating, A2, RFD

   -- Indiana Bell Telephone Co.:

      * sr. unsec. lt. debt rating, A2, RFD

   -- Michigan Bell Telephone Co.:

      * sr. unsec. lt. debt rating, A2, RFD

   -- Pacific Bell Telephone Co.:

      * sr. unsec. lt. debt rating, A2, RFD

   -- SBC Communications Capital Corp.:

      * sr. unsec. lt. debt rating, A2, RFD

   -- SBC International Inc.:

      * short term debt rating, P-1, RFD

   -- Southern New England Telecommunications Corp.:

      * sr. unsec. lt. debt rating, A2, RFD

   -- Southern New England Telephone Co.:

      * sr. unsec. lt. debt rating, A2, RFD

   -- Southwestern Bell Telephone Co.:

      * sr. unsec. lt. debt rating, A2, RFD

   -- Wisconsin Bell, Inc.:

      * sr. unsec. lt. debt rating, A2, RFD

   -- AT&T Corp.:

      * senior implied rating, Ba1, review for possible upgrade
        ("RFU")

      * issuer rating, Ba1, RFU

      * sr. unsec. lt. debt rating, Ba1, RFU

      * prospective lt. debt rating, (P)Ba1, RFU

The ratings been withdrawn as part of this rating action:

   -- Ameritech Capital Funding Corp., issuer rating, formerly A2

   -- SBC Communications Capital Corp., issuer rating, formerly A2

SBC is a regional Bell operating company headquartered in San
Antonio, Texas.  AT&T is the nation's largest long distance
carrier headquartered in Bedminster, New Jersey.


SEVILLE ENTERPRISES: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Seville Enterprises, Inc.
        123 Lucas Street
        Waxahachie, Texas 75165-2201

Bankruptcy Case No.: 05-31185

Type of Business: The Debtor manufactures plastic films.

Chapter 11 Petition Date: January 31, 2005

Court:  Northern District of Texas (Dallas)

Judge:  Steven A. Felsenthal

Debtor's Counsel: William Lyle Perlman, Esq.
                  Perlman & Robison
                  3626 North Hall Street, Suite 610
                  Dallas, Texas 75219
                  Tel: (214) 520-2200

Financial Condition as of January 31, 2005:

      Total Assets: $1,599,423

      Total Debts:  $2,308,275

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


SLS INT'L: Appoints Steven Hicks & Dell Furano to Board
-------------------------------------------------------
SLS International, Inc. (OTC Bulletin Board: SITI) has appointed
R. Steven Hicks and Dell Furano to its Board of Directors.
Mr. Hicks is currently Chairman of Capstar Partners, LLC while Mr.
Furano, is CEO of Signatures Network.  Each are well-known in the
entertainment industry and have built Several widely recognized
and highly successful companies.

"I am pleased to join SLS International's Board at such a key
juncture for the company," said Mr. Hicks.  "The company has
invested heavily to develop promising technology that offers a
unique audio experience for both consumers and industry
professionals.  I look forward to sharing my experience in
developing other entertainment companies to help SLS as it
expands."

"Today, SLS has the technology, manufacturing capability and
product mix to attract wide-spread consumer interest," said Mr.
Furano.  "I look forward to working with John and his team as they
continue to develop the market.  After listening to the speakers,
I am even more convinced of the potential for the products and the
company."

Prior to forming his new venture, Capstar Partners, LLC, which
specializes in assisting early stage technology companies with
growth strategies and investments, Mr. Hicks was Vice Chairman of
AMFM Inc., the nation's largest owner and operator of radio
stations across the US.  The company merged in August, 2000 with
Clear Channel Communications, Inc.

In 1996 Mr. Hicks founded Capstar Broadcasting Corporation.
Capstar Broadcasting's strategy was to be a leading consolidator
or middle Market radio stations across the US and by 1998 was the
nation's largest holding company with 350 stations.  In 1998, Mr.
Hicks led Capstar Broadcasting to a successful initial public
offering on the New York Stock Exchange.  In 1999 Capstar
Broadcasting merged with Chancellor Media Corp. and in a stock
swap valued at $4.1 billion.

Mr. Hicks has been a member of the Board of Directors of XM
Satellite Radio, HealthTronics and numerous private companies.
During over the past 33 years, he has developed extensive
relationships throughout the Broadcast and entertainment industry.
Mr. Hicks is a graduate of the University of Texas and the past
Director of the National Radio Broadcasters Association.

Mr. Furano is presently the founder and CEO of Signatures Network
-- http://www.signaturesnetwork.com/-- a merchandising and
promotional company that has the rights to market products for
over 125 of the worlds leading entertainers including, U2, The
Beatles, Jessica Simpson, Alan Jackson and Jennifer Lopez, among
others.  Prior to forming Signatures Network, Mr. Furano was the
founding CEO of Sony Signatures, Sony Corp.'s entertainment,
merchandising, licensing and consumer products division.  While at
the helm of Sony Signatures, he quickly built the division into a
major entertainment licensing and branding powerhouse.  Before
joining Sony Pictures Entertainment, Mr. Furano teamed up with
legendary music producer Bill Graham to co-found Winterland
Productions, a music merchandising company.  In the mid 1980's he
sold Winterland to CBS Inc. Mr. Furano is a graduate of Stanford
University.

"I am pleased that we were able to attract two outside Directors
with such stature in the entertainment industry," stated John
Gott, President and CEO of SLS International.  "I look forward to
working closely with them to receive their expertise and
assistance in all elements of our business.  Their reputation for
success in our industry should create many new opportunities for
us among retailers and industry professionals."

                        About the Company

Based in Springfield, Mo., SLS International, Inc. --
http://www.slsloudspeakers.com/-- is a 30-year-old manufacturer
and developer of new patent-pending ultra-high fidelity Ribbon
Driver loudspeakers, Patented Evenstar Digital Amplifiers and
sound systems for the commercial, home entertainment, professional
and music markets.  SLS has perfected the ribbon- driver
technology enabling their loudspeakers to achieve exceptional
inner detail and accuracy with 20 to 30 percent less the
distortion of typical compression driver and dome tweeters.  SLS
speakers and systems are used in high profile venues such as
NBC/MSNBC's 2002 Olympics studios in Salt Lake City -- NBC is a
wholly owned subsidiary of General Electric; MSNBC is jointly
owned by GE and Microsoft Corporation -- the Recording Academy's
Grammy Producers SoundTable events, and for the NAMM winter show,
providing sound in the AVID Technology booth.

                          *     *     *

                       Going Concern Doubt

In its Form 10-QSB for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, SLS
International's accountants raised substantial doubt about the
Company's ability to continue as a going concern due to the
Company's negative cash flows and operating losses in recent
years.


SOLUTIA INC: Wants to Settle Four Environmental Proceedings
-----------------------------------------------------------
Solutia, Inc., is a party to environmental-related legal
proceedings to which Solutia seeks contribution from other
potentially responsible parties.  On August 19, 2004, the U.S.
Bankruptcy Court for the Southern District New York approved a
joint prosecution and defense agreement between Solutia, Monsanto
Company and Pharmacia Corporation wherein they set up a protocol
for their cooperation in the joint prosecution and defense of
these environmental actions:

    (a) United States v. Pharmacia Corp., No. 99-63-GPM (Southern
        District of Illinois) -- Area 1 Litigation;

    (b) Pharmacia Corp. v. Clayton Chemical Acquisition LLC, No.
        02-CV-428-MJR (Southern District of Illinois) -- Area 2
        Litigation;

    (c) Solutia Inc. v. McWane Inc., No. CV-03-PWG-1345-E
        (Northern District of Alabama); and

    (d) allocation pursuant to a certain "Area 2 Sites Revised and
        Amended RI/FS Participation Agreement".

The Area 1 Litigation relates to certain environmental sites
located within the corporate limits of the Villages of Sauget and
Cahokia, Illinois and near Solutia's William G. Krummrich plant in
Sauget.  These sites are comprised of three closed landfills, one
filled wastewater pond, one flooded borrow pit, one filled borrow
pit and six creek segments along Dead Creek.

The Area 2 Litigation relates to environmental sites located
within the corporate limits of the Villages of Sauget, Cahokia and
East St. Louis, Illinois and near Solutia's William G. Krummrich
plant.  These sites consist of four closed landfills and four
inactive sludge dewatering lagoons, including related groundwater
and surface water contamination emanating from these sources.

Solutia and Pharmacia have negotiated a settlement with certain of
the defendants in the Environmental Litigations, as well as other
defendants in similar contribution actions.  The parties have
entered into settlement agreements with:

    * Crown, Cork & Seal Company (USA) Inc.,
    * Service America Corporation,
    * Volume Services America, Inc., and
    * The Glidden Company

The Debtors ask the Court to approve the Settlement Agreements.

                    Service America Settlement

Service America and Volume Services America were identified as
Potentially Responsible Parties for both the Area 1 Sites and the
Area 2 Sites.  Pharmacia and Solutia brought claims against
Service America seeking contribution for cost recovery estimated
to be more than $800,000.

Under the Service America Settlement Agreement, Service America
agreed to pay Pharmacia and Solutia $10,000 -- to be credited
against costs incurred for Area 1 Sites and to pay $500,000 to the
parties who participated in the Remedial Investigation and
Feasibility Study conducted in the Area 2 Sites.  The parties will
exchange mutual releases.

                       Crown Cork Settlement

Crown Cork was identified as a Potentially Responsible Party for
the Area 2 Sites.  Pharmacia and Solutia sought contribution from
Crown Cork for cost recovery for various remedial efforts there.
Solutia initially estimated its claim against Crown Cork at less
than $250,000.

Pursuant to the Crown Cork Settlement Agreement, Crown Cork will
pay Pharmacia and Solutia $45,000 in satisfaction of all claims
asserted by Pharmacia and Solutia against Crown Cork in the Area 2
Litigation.  Pharmacia and Solutia will dismiss their claims
against Crown Cork in the Area 2 Litigation.  Moreover, Pharmacia,
Solutia and Crown Cork all agreed not to sue each other on account
of claims asserted in the litigation, except for claims based on
significant new information related to the Area 2 Sites.

Crown Cork also agreed to pay Pharmacia and Solutia an additional
$25,000 upon the grant by the Illinois Court of contribution
protection to Crown Cork with respect to environmental obligations
related to the Area 2 Sites.  Pharmacia, Solutia and Crown Cork
agreed to file a joint motion with the Illinois Court for this
relief.  However, the contribution protection will not include
claims by Pharmacia and Solutia against Crown Cork based on
significant new information regarding materials disposed of by
Crown Cork at the Area 2 Sites.

                         Glidden Settlement

Glidden was identified as a Potentially Responsible Party for the
Area 2 Sites, and Pharmacia and Solutia sought contribution from
Glidden for cost recovery for remedial efforts there.  Solutia
estimated that Glidden's share of liability was 2% or more.  Under
the Glidden Settlement Agreement, Glidden agreed to join the
Participation Group and participate in the cost allocation process
established by the group.  In addition, Glidden agreed to pay, as
a premium to Pharmacia and Solutia, 10% of recovery costs
allocated to Glidden for the Area 2 Sites.  In exchange for
Glidden's agreement to join the Participation Group and payment of
the premium, Pharmacia and Solutia agreed to withdraw their claims
against Glidden asserted in the Area 2 Litigation.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: CP Films Wants to Assume Amended Toray Supply Pact
---------------------------------------------------------------
Before its bankruptcy petition date, CPFilms, Inc. -- Solutia
Inc.'s debtor-affiliate -- and Toray Plastics (America), Inc.,
entered into a supply contract setting forth the terms of CPFilms'
purchase and Toray's supply of specialty film and commodity film
products necessary for the operation of CPFilms' business.
According to M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher
LLP, in New York, CPFilms uses the Products in the manufacture of
solar control window film and industrial intermediates.  Toray has
unique technology to produce certain of these Products with
optical and handling properties during manufacturing, which cannot
be matched by other producers.

The Prepetition TPA Contract provided that CPFilms was entitled to
purchase an estimated amount of specialty film and commodity film
in 2004 with a 5% increase in available quantities during each of
2005 and 2006, all at fixed prices set forth in the Prepetition
TPA Contract.  Due to subsequent increases in market prices, the
pricing set forth in the Prepetition TPA Contract is currently
below market.  The market price for commodity film has increased
by $0.40 per lb. in 2004, and is estimated to increase by $0.55
per lb. in 2005, above the prices set forth in the Prepetition TPA
Contract.

Ms. Labovitz explains that while the Prepetition TPA Contract
locks in very favorable prices and assures CPFilms a source for a
significant portion of its requirements of these key materials,
certain other value-added services furnished by Toray are not
documented in the contract.  Toray's obligations for producing and
holding Product inventory and warehousing, services it has
provided during the contract term at its own expense, are vaguely
defined as "per current policies and agreements".  In addition,
the Prepetition TPA Contract does not obligate Toray to provide
product development services -- even though those services have
historically been provided by Toray on request at no additional
charge to CPFilms -- or specify the use or ownership of
intellectual property arising from joint product development
projects between Toray and CPFilms.

CPFilms' Product requirements have significantly increased since
it entered into the Prepetition TPA Contract.  CPFilms forecasts
that it will require significantly larger quantities of both
commodity film and specialty film than it is entitled to under the
Prepetition TPA Contract.  Toray is currently CPFilms' sole
supplier for certain of the Products for which CPFilms'
requirements now exceed the maximum volumes under the Prepetition
TPA Contract.  Toray has been supplying Product to CPFilms above
the current contract levels, but it is under no obligation to do
so or to sell those volumes at the below market prices set forth
in the Prepetition TPA Contract.

CPFilms decided to enter into an Amended and Restated Supply
Agreement.

The Amended Agreement provides supply security and price
protection for Product volumes in excess of the amounts set forth
in the Prepetition TPA Contract, along with other contract
improvements that save costs.  The Amended Agreement increases
the amounts of specialty film that CPFilms is entitled to
purchase and Toray is obligated to supply in 2005 and increases
maximum available quantities for 2006, in each case at the same
favorable prices set forth in the Prepetition TPA Contract.
CPFilms anticipates that the increased volumes for 2005 and 2006
will satisfy its specialty film requirements.  The Amended
Agreement also increases the amount of commodity film that
CPFilms is entitled to purchase and Toray is obligated to supply
in both 2005 and 2006 at the same favorable prices set forth in
the Prepetition TPA Contract.  Because CPFilms' commodity film
requirements may exceed the revised 2005 and 2006 quantity
estimates, the Amended Agreement also allows CPFilms to purchase
commodity film in excess of revised annual volumes at a higher
fixed price for 2005 and a formula based price for 2006.  The
prices for commodity film purchases in excess of the increased
quantities under the Amended Agreement are still significantly
below the current market price and the pricing formula for
2006 is structured to capture similar cost-savings, Ms. Labovitz
says.

In addition to locking in favorable prices at higher volumes, the
Amended Agreement clearly defines Toray's obligation to provide
warehousing and consignment services at its expense, obligates
Toray to perform product development services at CPFilms' request
at no additional charge, and clarifies that CPFilms is the
exclusive owner of all new product developments and associated
intellectual property rights.

The Amended Agreement provides a significant benefit to CPFilms'
estate by securing supply of additional quantities of key
materials at favorable prices in a rising market and by
obligating Toray to continue to furnish certain value-added
services at no additional charge to CPFilms during the remaining
term of the Agreement.

                 Cure Amount and Adequate Assurance

CPFilms acknowledges that it owes Toray $1,773,723 for Products
delivered but not paid for before the Petition Date.  Toray has
agreed to reduce its Claim by 10% to $1,596,351 and to accept
payment in six consecutive monthly installments of $133,029 on
the first of each calendar month during 2005 and one final
installment of $798,176 payable on July 1, 2005.  Toray has also
agreed to waive any further claims under the Prepetition TPA
Contract.

CPFilms believes that adequate assurance of future performance
under the Amended Agreement is provided by its operational
credibility and history of dealings with Toray.

Accordingly, CPFilms sought and obtained the Court's authority to

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPRINGFIELD GRANITE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Springfield Granite Company, Inc.
        3702 East Kerr
        Springfield, Missouri 65803

Bankruptcy Case No.: 05-60226

Chapter 11 Petition Date: January 31, 2005

Court: Western District of Missouri (Springfield)

Debtor's Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, PC
                  1524 East Primrose Street, Suite A
                  Springfield, Missouri 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
John P Hardwick                  Shareholder loan       $677,532
3876 S Cottage
Springfield, MO 65807

Lotus Exim International Inc.    Open account           $347,000
41 Bancker Street
Englewood, NJ 07631

Bedrock International            Open account           $134,329
9929 Lackman Rd
Lenexa, KS 66219

Sun Marble LLC-Kansas            Open account            $58,460
9600 Dice Lane
Lenexa, KS 66215

Electrolux Construction          Open account            $22,274
Products

Midwest Tile Marble              Open account            $19,814

Cold Spring Granite Company      Open account            $14,090
c/o Harris Bank

IMC                              Open account             $9,820

International Granite Company    Open account             $9,748

Global Granite & Marble          Open account             $9,476

Yates & Danielson LLP            Open account             $9,000

CU of Springfield                Open account             $8,417

GE Capital                       Open account             $8,333

Natural Sone Imports LLC         Open account             $7,451

Natural Stone & Tile             Open account             $6,400

Gran Quartz                      Open account             $6,168

Midwest Aerials                  Open account             $5,042

Reliable Chevrolet               Open account             $4,688

Fleetcor                         Open account             $3,938

AGM USA                          Open account             $3,200


STEVENOT WINERY: Section 341(a) Meeting Slated for February 25
--------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Stevenot
Winery and Imports, Inc.'s creditors at 9:00 a.m., on February 25,
2005, at the Office of the U.S. Trustee, 235 Pine Street, Suite
700 San Francisco, California 94104.  This is the first meeting of
creditors required under U.S.C. Sec. 341(a) in all bankruptcy
cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Murphys, California, Stevenot Winery and Imports,
Inc. -- http://www.stevenotwinery.com/-- operates a winery.  The
Company filed for chapter 11 protection on Jan. 24, 2005 (Bankr.
E.D. Calif. Case No. 05-90138).  Daniel L. Egan, Esq., at Wilke,
Fleury, Hoffelt, Gould & Birney, LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $7,663,000 and debts of
$6,425,281.


SYNAGRO TECH: Moody's Puts B2 Rating on $305M Credit Facility
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Synagro
Technologies, Inc. reflecting management's higher financial risk
tolerance as evidenced by the inauguration of a cash dividend
policy in advance of the accumulation of significant retained cash
and the resulting negative impact to free cash flow of this
policy.

The downgrade also reflects Synagro Technologies' sizable
debt-funded capital investment required to support its growing
facilities business, deficit to breakeven free cash flow which is
weak relative to its pro-forma debt throughout the intermediate
term, and the absence of meaningful improvement in operating
margins.  In Moody's opinion, pro-forma liquidity is strained due
to the large capital expenditure and dividend programs during the
near term.

Moody's took the ratings actions:

   * Existing $120 million guaranteed senior secured credit
     facility, maturing in 2007, downgraded to B2 from B1;

   * Existing $150 million issue of 9.5% guaranteed senior
     subordinated notes, due 2009, downgraded to Caa1 from B3;

   * The senior implied rating is downgraded to B2 from B1;

   * The senior unsecured issuer rating is downgraded to B3 from
     B2 (non-guaranteed exposure)

The assigned rating is:

   * Proposed $305 million guaranteed senior secured credit
     facility, maturing 2012, is rated B2.

The ratings outlook is stable.

Proceeds from the proposed facility will finance a portion of the
planned recapitalization of Synagro Technologies, which includes a
secondary offering of approximately $148 million of common equity
(which includes convertible preferred currently owned by GTCR) and
the expected primary sale of about $30 million of common.

The proceeds are intended to be used to refinance approximately
$30 million of outstandings under the existing $120 million senior
secured credit facility, to refinance other notes (not rated by
Moody's) of about $5 million, to pay approximately $165 million
for the principal, accrued interest and call premium for tender of
the existing 9.5% guaranteed senior subordinated notes due 2009,
to pay approximately $140 million to exiting shareholders and to
pay transaction costs of roughly $16 million.

The ratings are subject to the review of final documentation.
Upon the closing of the proposed transactions, the ratings on
existing debt will be withdrawn.

The ratings reflect Moody's belief that the company's cash from
operations less capex (free cash flow) to debt ratio of 8.3% for
the twelve months ended September 30, 2004 is not sustainable
given Synagro's newly awarded facilities business.  Moody's
believes this ratio, expressed in a percentage, could fall to the
low single digits for fiscal 2004 and likely remain there for the
foreseeable future.

In addition, the fixed charge coverage for the twelve months ended
September 2004 remains insufficient at 0.8 times, despite an
improvement in overall business activity.  Financial leverage is
high with expected pro forma total debt to estimated fiscal 2004
EBITDA of 4.1 times with consideration given to the approximately
$65 million of existing Industrial Revenue Bonds (about 4.5 times
as adjusted for rent).

The ratings are supported by Synagro Technologies' leading
position in the wastewater residuals management business, its
fairly predictable revenue stream given the longevity of its
municipal contracts, and relatively low customer churn rate.
Despite the significant intangibles at approximately 34% of total
assets, some comfort is derived from the maintenance of EBIT
return on average total assets above 7% for the twelve months
ended September 30, 2004.

The stable ratings outlook incorporates an expectation of limited
financial flexibility during the debt-funded facilities expansion.
The ratings outlook is highly sensitive to the company's expected
level of cash flow generation and profitability metrics. Should
the company's retained cash decline further than expected or
should the company pursue an acquisition based growth strategy and
increase financial leverage, the ratings could be jeopardized.

Alternatively, a significant and sustained build in retained cash
over an extended period coupled with organic growth, margin
improvements (returning to historical levels of above 16% EBIT
margins), and reduction of leverage (free cash flow to total debt
including IRBs consistently in the high to mid single digits)
could lead toward positive rating consideration.

The B2 rating assigned to the proposed secured credit facility for
Synagro Technologies recognizes its senior position in the
proposed capital structure and the expectation of full recovery in
a distress scenario.  The absence of notching above the B2 senior
implied reflects the facility's position as the preponderance of
debt in the proposed capital structure.

The proposed facility consists of a $95 million revolver, a
$180 million term loan B, and a delayed draw $30 million term B
facility, all due 2012.  The delayed draw facility will be
available for a period of six months and will be used to fund
permitted capital expenditures.  Moody's notes that while the bank
agreement ties permitted cash dividends to a free cash flow
concept, the defined term differs from Moody's view of free cash
which is defined as cash from operations less capex less cash
dividends.

The collateral package includes substantially all the assets of
the subsidiaries, with the exception of those with non-recourse
IRB debt whose revenue and assets are pledged to $65 million in
non-recourse project revenue bonds related to the construction of
certain thermal facilities.  The facility is guaranteed by all of
the company's subsidiaries except those associated with non-
recourse IRB debt.

Upon the consummation of the proposed financings, Synagro
Technologies expects to have no drawdowns under the proposed
$95 million credit facility.  There is expected to be $35 million
outstanding in letters of credit, which are used to support
performance obligations of the company.  There will be a
$50 million sublimit for letters of credit.  The Company had
$117 million of performance bonds and other guarantees and
$33.5 million of letters of credit outstanding as of
Sept. 30, 2004.

The Caa1 rating on the existing senior subordinated notes reflects
the deep contractual subordination of the notes to all of the
existing and future senior indebtedness of the Company and the
likelihood of some impairment in a distress scenario.

Synagro Technologies, Inc., based in Houston, Texas is the largest
recycler of biosolids and other organic residuals in the United
States.  The Company serves close to 600 municipal and industrial
water and water treatment accounts in over 37 states, and is the
only organic residual disposal company with national coverage.
The Company had revenue of $320 million for the twelve months
ended September 2004.


SYNAGRO TECHNOLOGIES: S&P Revises Rating Outlook to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Synagro
Technologies, Inc., to negative from stable.

At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating and a recovery rating of '4' to Houston,
Texas-based Synagro's proposed $305 million senior secured credit
facilities, based on preliminary terms and conditions.  The senior
secured bank loan rating is the same as the corporate credit
rating; this and the '4' recovery rating indicate that lenders can
expect marginal (25% to 50%) recovery of principal in the event of
default.

The 'BB-' corporate credit rating is affirmed.  Pro forma for the
transaction, total debt, including non-recourse project revenue
bonds, will be approximately $250 million.

Synagro is expected to use the proceeds from the new senior
secured credit facilities to retire substantially all existing
debt and partially fund capital spending on new facilities.

"While the company benefits from relatively stable demand for
biosolids management services, and an improved debt maturity
profile following the refinancing, the new dividend policy related
to a secondary common stock offering represents a meaningful use
of free operating cash flow and signals a shift to a more
aggressive financial policy," said Standard & Poor's credit
analyst Franco DiMartino.

Dividend spending could limit the company's financial flexibility
and weaken credit protection measures should Synagro experience
operating challenges related to adverse weather conditions or the
loss of a key customer account.

The ratings on Synagro reflect its narrow scope of operations and
substantial debt usage that heighten vulnerability to adverse
weather conditions or other business disruptions.  These factors
are only partially offset by its position as a well-established
full-service provider in the fragmented wastewater residuals
management industry and its efficient operations.  With annual
revenues of more than $300 million, Synagro manages the organic,
non-hazardous residuals (biosolids) generated by public and
privately owned wastewater treatment facilities. (Materials that
meet federal and state regulations for beneficial reuse by land
application or other methods are referred to as biosolids.)  The
company provides processing, land application, transportation,
site monitoring, and environmental regulatory compliance services
to more than 600 municipal and industrial accounts, with
operations in 37 states and the District of Columbia.


TENNECO AUTOMOTIVE: To Make Voluntary $40 Million Debt Pre-Payment
------------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) will make a voluntary $40 million
cash pre-payment on its $396 million Term Loan B credit facility,
which matures in December 2010.

"We remain committed to our number one priority of generating cash
to pay down debt," said Mark P. Frissora, chairman and CEO,
Tenneco Automotive.  "Our sharp focus on business growth, cost
reduction and operational improvement over the last five years has
increased earnings and improved working capital, both strategies
for generating cash for debt reduction."

The company will make the cash pre-payment as a result of strong
cash performance in 2004, having ended the year with cash balances
of $214 million and no borrowings outstanding on its $220 million
revolver or $180 million letter of credit facility.

The pre-payment will reduce interest expense by about $2 million
annually.

                        About the Company

Tenneco Automotive (S&P, B+ Corporate Credit Rating, B- Senior
Subordinated Notes) is a $3.8 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,200
employees worldwide. Tenneco Automotive is one of the world's
largest designers, manufacturers and marketers of emission control
and ride control products and systems for the automotive original
equipment market and the aftermarket. Tenneco Automotive markets
its products principally under the Monroe(R), Walker(R), Gillet(R)
and Clevite(R)Elastomer brand names. Among its products are
Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R)
shock absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R)
performance exhaust products, and Clevite(R)Elastomer noise,
vibration and harshness control components.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2004,
Moody's Investors Service assigned a B3 rating to Tenneco
Automotive, Inc.'s proposed $500 million 8.625% guaranteed senior
subordinated notes offering, which will fully refinance all of the
company's existing $500 million 11.625% senior subordinated notes
issue. The refinancing transaction will result in $15 million of
annual cash interest savings, and will extend the maturity of the
company's subordinated obligations by five years. Moody's
additionally affirmed all of Tenneco's existing ratings and
improved the company's rating outlook to positive, from stable.

More specifically, Moody's assigned these new rating for Tenneco:

   -- B3 rating for Tenneco's proposed 8.625% guaranteed senior
      subordinated unsecured notes due November 2014, to be issued
      under Rule 144A with registration rights

Moody's affirmed these ratings for Tenneco:

   -- B1 rating for Tenneco's $800 million aggregate of guaranteed
      first-lien senior secured credit facilities, consisting of:

      * $220 million revolving credit facility due December 2008;

      * $180 million term loan B letter of credit/revolving loan
        facility due December 2010 (cash-collateralized by the
        lenders);

      * $400 million term loan B facility due December 2010;

   -- B2 rating for Tenneco's $475 million of 10.25% guaranteed
      senior secured second-lien notes due 2013;

   -- B1 senior implied rating;

   -- B2 senior unsecured issuer rating;

   -- B3 rating for Tenneco's $500 million of 11.625% guaranteed
      senior subordinated unsecured notes due October 2009, which
      rating will be withdrawn once these notes are called for
      redemption.


TRINITY LEASING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Trinity Leasing, Ltd.
        3724 Hays
        Groves, Texas 77619

Bankruptcy Case No.: 05-10131

Chapter 11 Petition Date: January 31, 2005

Court: Eastern District of Texas (Beaumont)

Debtor's Counsel: Robert E. Barron, Esq.
                  P.O. Box 1347
                  Nederland, TX 77627
                  Tel: 409-727-0073
                  Fax: 409-724-7739

Total Assets: $1 Million to $10 Million

Total Debts:  $100,000 to $500,000

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


TROPICAL SPORTSWEAR: Committee Taps Stroock & Stroock as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
the Official Committee of Unsecured Creditors of Tropical
Sportswear Int'l Corporation and its debtor-affiliates permission
to employ Stroock & Stroock & Lavan LLP as its counsel.

Stroock & Stroock will:

   a) assist, advise and represent the Committee with respect to
      the administration of the Debtors' chapter 11 cases and with
      the Committee's powers and duties;

   b) assist the Creditors' Committee in maximizing the value of
      the Debtors' assets for the benefit of all creditors and in
      pursuing the confirmation of a plan of reorganization;

   c) assist the Committee in the investigation of the Debtors'
      assets, liabilities, financial condition and operations;

   d) commence and prosecute necessary and appropriate actions
      and proceedings on behalf of the Committee that may be
      relevant in the Debtors' chapter 11 cases;

   e) review, analyze or prepare, on behalf of the Committee, all
      necessary applications, motions, answers, orders, reports,
      schedules and other legal papers;

   f) appear before the Court to represent the interests of the
      Committee and confer with professional advisors retained by
      the Committee; and

   g) perform all other legal services for the Committee that are
      appropriate and necessary in the Debtors' chapter 11 cases.

Michael J. Sage, Esq., a Member at Stroock & Stroock, is the lead
attorney for the Committee.  Mr. Sage discloses that the Firm has
not received any retainer for its representation of the Committee.
Mr. Sage will charge $750 per hour for his services.

Mr. Sage reports Stroock & Stroock's professionals bill:

    Designation                   Hourly Rate
    -----------                   -----------
    Partners                      $500 - $750
    Associates/Special Counsel    $205 - $600
    Paraprofessionals             $150 - $260
    Other Staff                   $ 75 - $150

Stroock & Stroock assures the Court that it does not represent any
interest adverse to the Committee, the Debtors or their estates.

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.
-- http://www.savane.com/-- designs, produces and markets branded
branded apparel products that are sold to major retailers in all
levels and channels of distribution.  The Company and its debtor-
affiliates filed for chapter 11 protection on December 16, 2004
(Bankr. M.D. Fla. Case No. 04-24134).  David E. Bane, Esq., and
Denise D. Dell-Powell, Esq., at Akerman Senterfitt, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$247,129,867 and total debts of $142,082,756.


UAL CORP: Renews Talks with TWU on Restructuring Agreements
-----------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis in Chicago,
tells Judge Wedoff that UAL Corporation and its debtor-affiliates
recommenced good faith negotiations with the Transport Workers
Union of America to reconstitute the restructuring agreements.  On
January 19, 2005, the Debtors and the TWU negotiating committee
reached a new tentative agreement that contained the modifications
required by the Debtors, subject to membership ratification, which
should be completed by the end of January.

By this motion, the Debtors seek the Court's authority to enter
into the Revised Agreement.

Pursuant to the Revised Agreement, meteorologist base pay rates
will be reduced by 7.2%, effective January 1, 2005.
Meteorologist wage rates will increase by:

          1.5086% effective July 1, 2005;
          1% effective May 1, 2006;
          1% effective May 1, 2007;
          1% effective May 1, 2008; and
          1% effective May 1, 2009.

If the Debtors terminate the United Airlines, Management,
Administrative and Public Contact Defined Benefit Pension Plan,
which governs TWU pensions, TWU will waive any claims that
termination would violate its collective bargaining agreement.
TWU will not otherwise oppose termination efforts.

If TWU's Pension Plan is terminated, the Debtors will make an
initial monthly contribution to a defined contribution plan of
between 3.25% and 7.25% of meteorologist compensation, based on
each covered employee's points, which is defined as full years of
age plus full years of service.  The Debtors will continue these
contributions through December 31, 2009.  Beginning January 1,
2010, the Debtors will set the monthly contribution rate at 5.5%
of meteorologist compensation.

The Revised Restructuring Agreement enables TWU employees to
share in the upside of the Debtors' recovery.  TWU will
participate in a revised profit sharing program if the Debtors
exceed specified profit margins.  TWU will participate in a
success sharing program based on the Debtors' performance under
annual incentives.  If TWU's Pension Plan is terminated, the
Debtors will issue $24,000 in Convertible Notes for distribution
to covered employees.  Under any plan supported by the Debtors,
TWU will receive a percentage distribution of equity or other
consideration provided to general unsecured creditors.  The
Debtors will reimburse TWU for certain fees and expenses, up to
$30,000.

The Revised Restructuring Agreement may be terminated if the
Debtors fail to secure $625,000,000 in average annual savings
from 2005 through 2010.  If the Agreement is terminated, TWU will
accrue and be entitled to an allowed administrative expense claim
equal to the actual cash savings provided to the Debtors from
Agreement's effective date through the earlier of:

  a) termination of the Agreement; or

  b) the effective date of a plan of reorganization.

TWU will not be entitled to an administrative claim if its
Pension Plan is not terminated.

Mr. Sprayregen explains that the consensual modifications were
reached only after careful deliberation and extensive, intense
and complex negotiations.  The modifications address the
financial, transformational and labor relations imperatives
facing the Debtors in a manner that will best serve the estates.
With these modifications, the Debtors should be able to meet
near-term liquidity needs, satisfy DIP Financing covenants and
secure exit financing, all in a challenging industry environment.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 74; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORPORATION: Files 10th Reorganization Status Report
--------------------------------------------------------
Over the last 30 days, UAL Corporation and its debtor-affiliates
and their unions "have worked tirelessly" to reach consensual
agreements on labor cost reductions and pension related issues.
Ratification votes for tentative labor agreements should be
completed by the end of January.  The Debtors and the unions
continue to negotiate over pension issues.  The Debtors strongly
believe that termination of the pension plans is necessary and
inevitable.  If a consensual resolution cannot be reached, the
Debtors will file a request to terminate the pension plans.

The Debtors will pursue negotiations with the Aircraft Trustees
on a transaction-by-transaction basis.  No meetings with holders
have been conducted since the last Status Report; however, the
Debtors have met with advisors to certain holders.  Consensual
restructurings of particular transactions will result in the
Debtors' release of antitrust claims for that particular
transaction.

The Debtors are monitoring Delta Airlines' fare restructuring
initiatives and subsequent efforts by competitors.  Due to the
Debtors' efforts to reduce domestic capacity while increasing
international flights, the Debtors believe they are better
positioned than other network carriers to compete with the
restructured fares.  In fact, this is precisely the type of
escalating price pressure that the Debtors expected.  In
response, the Debtors adjusted fares on a market specific basis,
with the majority of markets unaffected by Delta's maneuvers.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 74; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USGEN NEW ENGLAND: Files Plan of Liquidation in Maryland
--------------------------------------------------------
USGen New England, Inc., has filed a Plan of Liquidation with the
U.S. Bankruptcy Court for the District of Maryland, Greenbelt
Division.  Pursuant to the Plan, creditors with allowed unsecured
claims will receive a cash payment for 100 percent of their claims
plus annualized simple interest at 4 percent.

USGen New England expects the bankruptcy court to hold a hearing
in March on its disclosure statement describing the Plan of
Liquidation.  Following court approval, a solicitation period will
commence for the company's creditors to vote to accept the plan.
Pending an affirmative vote, USGen New England expects to emerge
from bankruptcy in June.  Based on this schedule, creditors would
receive payments during the summer.

Earlier this year, USGen New England closed on its approximately
$656 million sale of three fossil fuel plants to Dominion.  It has
announced the sale of its remaining assets -- hydroelectric
generation facilities in New England -- to an affiliate of
TransCanada Corporation.  That closing is expected during the
first half of this year.

A copy of USGen New England's Plan of Liquidation is available
through NEGT's website at http://www.negt.com/

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30465). John E. Lucian,
Esq., Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig
A. Damast, Esq., at Blank Rome, LLP, represent the Debtor in its
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.


VISTEON CORP: Posts $115 Million Net Loss in Fourth Quarter
-----------------------------------------------------------
Visteon Corporation (NYSE: VC) released preliminary fourth quarter
and full year results for 2004.  For the fourth quarter 2004,
Visteon reported revenue of $4.7 billion, up 5 percent compared
with the same period in 2003.  These results were driven by a 35
percent increase in non-Ford revenue.  Non-Ford revenue for the
quarter totaled a record $1.6 billion, up more than 7 percentage
points from the same period last year.

For the full year 2004, revenue totaled $18.7 billion, up
$1 billion compared to 2003, despite a $460 million decline in
Ford revenue.  Full-year non-Ford revenue reached a record $5.7
billion, up 36 percent over 2003. Full-year non-Ford revenue
represented 30 percent of total revenue.

"Our record non-Ford revenue growth in 2004 exceeded our
expectations and serves as testament to the innovative products
customers are counting on us to deliver," said Mike Johnston,
president and chief executive officer.  "Our new business wins in
2004 continue to be in the growth products that are core to our
success - interiors, climate and electronics, including lighting.
We've strengthened our competitive position to serve customers
around the globe by opening and expanding technical centers in
every region.

"We have implemented programs to reduce headcount and costs in the
United States, but material surcharges and lower North American
Ford production have put significant pressure on our operating
results.  As we announced last September, we are exploring
strategic and structural changes to our U.S. operations to achieve
a sustainable and competitive business.  We are having
constructive and ongoing discussions with Ford about such
changes."

Visteon's results are preliminary because, during the course of
the year- end closing process, errors were discovered in the
company's accounting for certain retiree health care and pension
benefits, and income taxes.  Management has made an initial
evaluation of the impact of these errors and has included
preliminary financial results reflecting these estimates. Because
of these errors, Visteon is, in consultation with its independent
registered public accounting firm, PricewaterhouseCoopers LLP,
reviewing prior reports filed with the Securities and Exchange
Commission to determine if any other adjustments or corrections
are necessary. Visteon has not identified any other necessary
adjustments at this time.

                        Fourth Quarter 2004

During the fourth quarter of 2004, Visteon changed the method of
determining the cost of production inventory for U.S. locations
from the last- in, first-out  method to the first-in, first-out
method.  Visteon believes the FIFO method of inventory costing
will provide more meaningful information to investors and conforms
all inventories to the same FIFO basis.  In accordance with
Accounting Principles Board Opinion No. 20, "Accounting Changes",
a change from the LIFO method of inventory costing to another
method is considered a change in accounting principle that should
be applied by retroactively restating all prior periods.

For the fourth quarter 2004 Visteon reported a net loss of
$115 million.  These results include $41 million of after-tax
special charges, primarily related to costs associated with a U.S.
salaried employee voluntary termination incentive program that
will result in a reduction of approximately 400 employees by March
31, 2005.

For the fourth quarter 2003, as restated, Visteon reported a net
loss of $829 million.  These results included asset impairment
write-downs, an increase in deferred tax asset valuation
allowances, and special charges totaling $720 million after-tax.

For the full year 2004, Visteon recorded a net loss of $1.489
billion.  These results include non-cash write-downs of $871
million for increased valuation allowances against Visteon's
deferred taxes, $314 million for asset impairment write-downs, and
$78 million for other special charges.  In aggregate these items
totaled $1.263 billion after tax, or $10.08 per share.

For the full year 2003, as restated, Visteon recorded a net loss
of $1.190 billion.  These results include the asset impairment
write- downs, an increase in deferred tax asset valuation
allowances and other special charges.  In aggregate, after-tax,
these items totaled $911 million.

For the full year 2004, cash flow from operations was $427
million, a $57 million increase from 2003.  Cash payments related
to capital expenditures were $836 million for the full year 2004,
$43 million lower than 2003.  At year end 2004, Visteon had $752
million of cash and marketable securities, down $204 million from
the previous year end.

                           2005 Outlook

Visteon is exploring strategic and structural changes to its
business in the United States that would involve Ford and
Visteon's legacy businesses.  Visteon is seeking a comprehensive
agreement that could address a number of items. The discussions
with Ford have been constructive and are ongoing.

Because of the uncertainty surrounding future market and economic
conditions, combined with Visteon's ongoing discussions with Ford,
Visteon is not providing specific guidance at this time.

"In light of mounting challenges facing our business, we are
identifying actions to improve the company's cost structure and
cash position," said Mr. Johnston.  "In addition to our strategic
and structural discussions with Ford, we are taking actions to
focus capital and engineering resources to growth areas only, and
minimize the impact of material surcharges."

The Board of Directors considers each quarter whether to declare a
cash dividend, and has declared and paid a cash dividend each
quarter since its spin off from Ford in 2000.  In light of the
uncertainty regarding future market conditions, Visteon's current
financial conditions and the ongoing discussions with Ford, the
Board intends to discuss its options regarding the cash dividend
at its regularly scheduled Feb. 9, 2005 meeting, including
modification or suspension of the dividend.

Visteon has concluded that the deficiencies in internal controls
that led to the errors constitute a "material weakness," as
defined by the Public Company Accounting Oversight Board's
Auditing Standard No. 2. Consequently, management will be unable
to conclude that Visteon's internal controls over financial
reporting are effective as of Dec. 31, 2004.  Furthermore, Visteon
expects that PricewaterhouseCoopers LLP will issue an adverse
opinion with respect to the company's internal controls over
financial reporting, which opinion will be included in Visteon's
2004 Form 10-K.

                       About the Company

Visteon Corporation is a leading full-service supplier that
delivers consumer-driven technology solutions to automotive
manufacturers worldwide and through multiple channels within the
global automotive aftermarket.  Visteon has about 70,000 employees
and a global delivery system of more than 200 technical,
manufacturing, sales and service facilities located in 25
countries.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2004,
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating for Visteon Corp. on CreditWatch with negative
implications.

"The CreditWatch reflects concerns about the auto supplier's
ability to improve its poor profitability and cash flow generation
in the wake of uncertain industry conditions," said Standard &
Poor's credit analyst Martin King. These include lower-than-
expected sales to its largest customer, Ford Motor Co. (BBB-
/Stable/A-3), and high raw-material costs.


W.R. GRACE: Won't Face Competing Chapter 11 Plans Until May 24
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which W.R. Grace & Co., and debtor-affiliates
has the exclusive right to file a chapter 11 plan through and
including May 24, 2005.

Judge Fitzgerald also extended the Debtors' exclusive period to
solicit votes until July 24, 2005 to give them the opportunity to
complete the confirmation process, respond to objections, and
continue to negotiate with the asbestos parties regarding Plan
amendments, without the distraction of addressing competing plans.

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, represent the Debtors in
their restructuring efforts.  (W.R. Grace Bankruptcy News, Issue
No. 79; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WASHINGTON MUTUAL: S&P Puts Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Washington Mutual Asset Securities Corp.'s
$651.2 million commercial mortgage pass-through certificates
series 2005-C1.

The preliminary ratings are based on information as of
Jan. 31, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

   (1) the credit support provided by the subordinate classes of
       certificates,

   (2) the liquidity provided by the trustee,

   (3) the economics of the underlying mortgage loans, and

   (4) the geographic and property type diversity of the loans.

Classes X, A-1, A-2, A-J, B, C, D, E, F, G, H, J, K, L, M, N, and
R are currently being offered publicly.  The remaining classes
will be offered privately.  Standard & Poor's analysis of the
portfolio determined that, on a weighted average basis, the pool
has:

   * a debt service coverage -- DSC -- of 1.56x,
   * a beginning LTV of 69.3%, and
   * an ending LTV of 57.8%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.

                  Preliminary Ratings Assigned
            Washington Mutual Asset Securities Corp.

           Class         Rating           Amount ($)
           -----         ------           ----------
           X*            AAA             651,193,081**
           A-1           AAA             311,490,000
           A-2           AAA             229,000,000
           A-J           AAA              49,653,000
           B             AA                8,954,000
           C             A                13,024,000
           D             A-                4,070,000
           E             BBB+              5,698,000
           F             BBB               4,884,000
           G             BBB-              5,698,000
           H             BB+               8,140,000
           J             BB                3,256,000
           K             BB-               2,442,000
           L             B+                2,442,000
           M             B                   814,000
           N             B-                1,628,081
           R***          N.R.                    N/A
           V***          N.R.                    N/A

                  *      Interest-only class
                  **     Notional amount
                  ***    Residual certificates
                  N.R. - Not rated
                  N/A  - Not applicable


WORLDCOM INC: Bondholder Suit Against Andersen Going to Trial
-------------------------------------------------------------
As previously reported, the Lead Plaintiffs in a consolidated
securities class action arising from the collapse of WorldCom,
Inc., asked the U.S. District Court for the Southern District of
New York to find that certain of WorldCom's financials
incorporated in the 2000 and 2001 registration statements for two
WorldCom bond offerings contained material misstatements.

The allegedly false statements on which the Lead Plaintiffs'
request is based relate to the reporting of WorldCom's line costs,
capital expenditures, depreciation and amortization, assets, and
goodwill.

The Lead Plaintiffs allege that the investment banks that
underwrote the 2000 and 2001 Offerings violated Sections 11 and
12(a)(2) of the Securities Act of 1933, 15 U.S.C. Sections 77k and
77l.

The Plaintiffs assert that the Underwriters did almost no
investigation of WorldCom in connection with their underwriting of
the bond offerings for the company, and because they did
essentially no investigation, will be unable to succeed with their
defense that they were diligent. The Lead Plaintiff argue that
there were "red flags" that should have led the Underwriters to
question even the audited financials filed by WorldCom.

The Lead Plaintiffs in the Securities Litigation are:

-- HGK Asset Management;

-- Alan G. Hevesi, Comptroller of the State of New York, as
Administrative Head of the New York State and Local
Retirement Systems and as Trustee of the New York State
Common Retirement Fund; and

-- New York State Common Retirement Fund.

*   *   *

Arthur Andersen, LLP, is a defendant in a consolidated securities
class action for its 1999 and 2000 audits of WorldCom's financial
statements.  Andersen faces claims under both the Securities Act
of 1933, which has a strict liability standard, and the
Securities Exchange Act of 1934, whose fraud provision requires
the plaintiff to prove that Andersen acted with scienter.

The Securities Class Action is pending before the U.S. District
Court for the Southern District of New York.  The New York State
Common Retirement Fund was appointed lead plaintiff.  The class
was certified on October 24, 2003.

After the close of discovery in the class action on July 9, 2004,
Andersen sought partial summary judgment from the District Court
and asserted that there is insufficient evidence that the 1999
WorldCom financial statements were materially false.  With respect
to the 1999 audit, Andersen sought summary judgment that its
conduct of the 1999 audit conformed to the Generally Accepted
Auditing Standards.  Andersen also asserts that there is no
evidence that it acted with scienter with respect to its audit of
any of the three financial statements.

In a 58-page Opinion and Order dated January 18, 2005, District
Court Judge Denise Cote finds that the Lead Plaintiff has
presented sufficient evidence to require the WorldCom accounting
issues to be presented to a jury.

Judge Cote explains that Andersen touted its Business Audit model
as one that begins with the requirement that it know the business
of the company it is auditing.  The Lead Plaintiff has shown that
Andersen understood that from 1999 to 2001:

    -- WorldCom was facing increasing competitive pressure and
       its strategy of growth by acquisition was stymied;

    -- it had a history of aggressive accounting strategies to
       boost its reported earnings per share and to minimize its
       reported line costs;

    -- by the end of 2000 it had exhausted several of those
       strategies;

    -- its stock was taking a pounding; and

    -- it would have to find or event new avenues if it wished to
       continue to dampen the negative news in its financial
       reporting and cushion its stock price.

The District Court finds that the Lead Plaintiff has presented
evidence to support its argument that Andersen acted in willful
blindness to the realities at WorldCom and in abrogation of its
duty as auditor.  The Lead Plaintiff identified:

   1.  a host of audit failures, which would permit a jury to
       find that there was an egregious refusal to see the
       obvious, repeated failures to investigate the doubtful;
       and

   2.  a pattern of acquiescence in improper accounting
       practices.

Andersen understood that its unqualified certification of the
WorldCom financials would carry great weight with investors.
"This is sufficient to constitute proof of recklessness," Judge
Cote opines.

Judge Cote holds that the Lead Plaintiff is entitled to
demonstrate at trial the reckless misconduct through a cumulative
pattern of decisions and inaction by several Andersen auditors
that encompassed a multitude of important accounting issues.

Andersen argues that it is not entitled to summary judgment on the
Exchange Act Section 10(b) claim because the Lead Plaintiff has
failed to demonstrate that a particular Andersen auditor acted
with scienter.  Andersen maintains that the 1999 and 2000 as well
as the 2001 audits complied with GAAS and that conflicting expert
opinions as to GAAS and Generally Accepted Auditing Principles
compliance automatically prevent a finding or recklessness.

The District Court holds that the submission of two competing
reports, without more, neither prohibits a jury from determining
that an auditor acted recklessly, nor compels summary judgment for
an auditor.

The Class Action trial will begin on February 28, 2005.

A copy of Judge Cote's Opinion and Order is available for free at:

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

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


WORLDSPAN LP: Moody's Lowers B1 Senior Implied Rating to B2
-----------------------------------------------------------
Moody's Investors Service has downgraded Worldspan L.P.'s senior
implied rating to B2 from B1 following the Company's announcement
of a refinancing transaction, reflecting reduced financial
flexibility from potential movement of some of Expedia's online
bookings from Worldspan to the Sabre GDS and from higher cash
interest expense associated with the current offering.

Concurrently, Moody's assigned a B2 rating to Worldspan's $440
million guaranteed senior secured bank credit facility due 2010
and a B3 rating to its $350 million guaranteed second lien senior
secured notes due 2011.  The B1 rating on the existing credit
facility has been withdrawn. The rating outlook is stable.

The current transaction involves the issuance of new $440 million
bank credit facilities to redeem existing senior notes, AMR seller
notes and preferred stock, and repay its existing term loan.
Furthermore, Citigroup Venture Capital and Teachers Merchant Bank
of Toronto will liquify their original $320 million preferred
equity investment with proceeds from the current offering.

The stable outlook reflects Worldspan's recurring revenue base
from multi-year contractual arrangements for GDS travel
distribution and its competitive cost structure, achieved through
recent IT outsourcing initiatives.

The stable outlook also assumes that Cendant's acquisition of
Orbitz will not have a material negative impact on Worldspan's
revenue, given Worldspan's contract with Orbitz, which expires in
2011.  Under the Orbitz contract, Worldspan has a minimum volume
guarantees totaling 16 million segments on an annual basis.

Overall, the ratings continue to reflect:

   1. an ongoing shift of travel distribution from traditional
      travel agencies to the online channel,

   2. Worldspan's client revenue concentration within the online
      channel,

   3. ongoing technology risks associated with the development of
      alternatives to GDS system connectivity, and

   4. the continued financial duress of its airline client base.

Worldspan has high online client concentration, where the
Company's top four online agents account for a concentrated 46% of
its revenues (gross transaction fees).  Tier one airline carriers,
excluding JetBlue and Southwest, which distribute travel through
non-GDS channels, represented about 50% of its revenues as of
September 30, 2004.

On May 5, 2004 Expedia announced that it will shift a portion of
its bookings from Worldspan to Sabre's GDS system.  Moody's
believes the potential shift represents a threat to Worldspan's
financial performance as Expedia represented over 20% of
Worldspan's total revenue, before inducement fees, as of September
30, 2004.

According to the latest MIDT data, Worldspan's global online air
travel bookings represent approximately 44% of its total bookings
and Worldspan maintains a 64% share of the global online travel
market.  Worldspan's share of the larger traditional global GDS
market is approximately 10% for 2004, compared to the other three
GDS providers which each have an approximate 25% to 30% share of
bookings according to the same data.

Moody's also notes that Worldspan receives payment through the
U.S. clearinghouse in approximate 45 day cycles, mitigating
payment risks from airline clients with weak credit profiles.

Factors that could cause downward rating pressure include
significant adverse changes to Worldspan' contracts with more than
one of its top five clients or channel shift for travel
distribution accelerates, such that non GDS sources predominate
and FCF to debt represents 5% or less.  Converesly, upward rating
pressure could occur upon sustained evidence of increasing free
cash flow as a result of international expansion and new business
generation, improvement in operating margins and debt reduction,
including debt reduction achieved via an IPO.

The B2 rating on the bank credit facilities reflect its senior and
well-secured position.  The facilities consist of a $400 million
term loan and a $40 million revolver, undrawn upon closing,
secured by a first priority interest in all assets, contracts, and
equity interests of Worldspan's existing and future domestic
operating subsidiaries and two-thirds of the capital stock of
foreign subsidiaries.

Worldspan's domestic operating subsidiaries contribute the vast
majority of revenue, cash flow, and assets, including all of the
company's GDS revenue.  The guaranteed second lien senior secured
notes rating reflects the notes second lien position for the same
collateral package.  As a result of the current offering, cash
interest expense increases from about $44 million to $53 million
in 2005.

At September 30, 2004, Worldspan's liquidity consisted of $75
million cash, $50 million undrawn revolver expiring June 30, 2007,
and $123 million free cash flow for the trailing twelve months
ended September 30, 2004.

The ratings assigned are:

   * B2 rating on $440 million guaranteed senior secured bank
     credit facility due 2010

   * B3 rating on $350 million guaranteed second lien senior
     secured notes due 2011

   * Caa2 rating on $44 million senior subordinated notes (Holding
     Company Notes) due 2010

The ratings withdrawn are:

   * B1 rating on $175 million guaranteed senior secured bank
     credit facility due 2007

   * B2 rating on $280 million guaranteed senior unsecured notes
     due 2011

   * Caa1 rating on $84 million senior subordinated notes (Seller
     Notes) due 2012

The ratings downgraded are:

   * B2 Senior Implied rating

   * Caa1 Long Term Issuer Rating

Worldspan L.P., headquartered in Atlanta, Georgia, is an
international provider of computer reservation systems and other
IT services for the travel industry.


Z PROMPT: Completes Restructuring & Exits from Bankruptcy
---------------------------------------------------------
Z prompt, a wholly-owned subsidiary of AccuPoll (OCTBB:ACUP), has
completed its restructuring and that it has emerged from Chapter
11 proceedings.  The early dismissal was accomplished with the
majority of debts resolved and a restructuring of the small amount
of remaining debt.

AccuPoll anticipates that the subsidiary will continue to operate
profitably as it has for the past several months.

"This event helps the organization better support our customers
and provides a stable partner in the rollout and maintenance of
AccuPoll's electronic voting systems," said Frank Wiebe, president
of AccuPoll Holdings, Corp., parent company to Z prompt.

Effective with its emergence from Chapter 11, Z prompt's capital
structure has been improved so that its debt is significantly
lower than before.  As a result of the restructuring, Z prompt
will operate with a lower cost basis, a more nimble staff and a
reduced cost of delivery.

Z prompt will continue to provide a number of standard service
programs to fit the needs of customers, supporting a wide variety
of hardware equipment and business locations.  Standard service
programs are available for U.S. and Canadian-based companies and
cover On-site Desktop & Network Printer Service, Installation &
Training, and Preventive Maintenance.

                  About AccuPoll Holding Corp.

Headquartered in Tustin, Calif., AccuPoll (OCTBB:ACUP) is the
developer of a federally qualified electronic voting system
featuring an intuitive touch screen input and a voter verified
paper audit trail (VVPAT) that can be confirmed by the voter at
the time the ballot is cast, creating a permanent paper audit
trail as mandated in the "Help America Vote Act of 2002" (HAVA).

                        About Z prompt

Z prompt, Inc. manages technology support services for mid-range
to Fortune 1000 companies.  Using the latest technological
advancements available, Z prompt assists management, end users,
equipment manufacturers and other leading technology service
companies by performing on-site hardware maintenance and related
services.  The Company filed for chapter 11 protection on
March 23, 2004 (Bankr. C.D. Calif. Case No. 04-11894).  Dennis H.
Johnston, Esq., in Los Angeles, California, represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $10,000 in total assets
and $1,224,775 in total debts.


* Alvarez & Marsal Names Sajan P. George as Co-Head
---------------------------------------------------
Alvarez & Marsal, a global professional services firm and leader
in turnaround management, announced that Sajan P. George, a
Managing Director, has been named co-head of the firm's Public
Sector Services Group.  He will lead the group along with William
V. Roberti, a Managing Director who has led A&M's Public Sector
Services Group since its formation and recently spearheaded a
first-of-its-kind financial and operational turnaround of the St.
Louis Public Schools serving as the district's interim
superintendent.

Based in Atlanta, Mr. George, who specializes in restructuring
advice and interim management services, has more than a decade of
international restructuring experience, having performed
turnarounds in Canada, Australia and the United States.  As co-
head of Alvarez & Marsal's Public Sector Services Group, he
specializes in providing turnaround and restructuring advice to
underperforming and distressed organizations in the Public Sector.

Mr. George's public sector advisory assignments include serving as
the interim Chief Financial Officer of the St Louis Public Schools
wherein the School District was restructured to educate its 40,000
children in a more efficient and effective manner while developing
a financial and operational model for urban education leadership,
accountability and reform.  Other notable engagements include the
successful restructuring of the County of Orange, CA to emerge
from the largest municipal bankruptcy in the US history; assisting
the Australian government with a strategic review of the South
Australian Thoroughbred, Harness and Greyhound Racing Industries;
and determining the level of provincial government participation
needed to maintain the viability of Canada's non-profit, co-
operative housing sector in Ontario.

About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses and organizations in the
corporate and public sectors navigate complex business and
operational challenges.  With professionals based in locations
across the US, Europe, Asia, and Latin America, Alvarez & Marsal
delivers a proven blend of leadership, problem solving and value
creation.  Drawing on its strong operational heritage and hands-on
approach, Alvarez & Marsal works closely with organizations and
their stakeholders to help address complex business issues,
implement change and favorably influence results.  For more
information about the firm, please visit
http://www.alvarezandmarsal.com/


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
February 9, 2005
   NACHMAN HAYS BROWNSTEIN, INC.
      Due Diligence Symposium 2005
         Hilton Woodbridge, Iselin, New Jersey
            Contact: 1-888-622-4297 or info@nhbteam.com

February 10-12, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      10th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center Denver, Colorado
            Contact: 1-703-739-0800 or http://www.abiworld.org/

February 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Canadian-American Symposium on Cross Border Insolvency Law
         Marriott Eaton Center, Toronto, Ontario
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 2-3, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         New York, NY
            Contact: 1-800-260-4PLI; 212-824-5710; or info@pli.edu

March 3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (L.A.)
         The Century Plaza Los Angeles, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Bankruptcy Battleground West
      Looking Ahead to the Next Bankruptcy Cycle
         The Westin Century Plaza Hotel & Spa Los Angeles, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

March 10-12, 2005
   AMERICAN BAR ASSOCIATION
      Bench and Bar Bankruptcy Conference
         Washington, DC
            Contact:  800-238-2667-5147 or
                      http://www.abanet.org/jd/bankruptcy/

April 7-8, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         San Francisco, CA
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu

April 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Mediation in Turnarounds & Bankruptcies
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

April 14-15, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Sixth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,
      Divestitures and Restructurings
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Dylan
Carlo Gallegos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie
Sabijon, Terence Patrick F. Casquejo and Peter A. Chapman,
Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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