TCR_Public/050208.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Tuesday, February 8, 2005, Vol. 9, No. 32        

                          Headlines

AADCO AUTOMOTIVE: Quorum Providing $2.12M Debenture Financing
ADF GROUP: Concludes First Unsecured Debenture Buyback
AHOLD LEASE: Moody's Lifts Low-B Ratings on 2 Certificate Classes
AJAY TRUCKING: Case Summary & 20 Largest Unsecured Creditors
ALASKA COMMS: Hosting Fourth Quarter Conference Call on Feb. 24

AMERICAN BUSINESS: Trustee Names 8 Creditors to Serve on Committee
AMERICAN BUSINESS: Taps Dewey Ballantine as Finance Counsel
AMERICAN COMMERCIAL: Names Clayton Yeutter Chairman of the Board
AMERICAN LAWYER: Launches Cash Tender Offer for 9-3/4% Sr. Notes
AMERICAN LAWYER: S&P Assigns 'CCC' Corporate Credit Rating

AMERICAN SAFETY: S&P Junks Proposed $87.5M 2nd Priority Facility
ANC RENTAL: Wants Until Aug. 15 to Object to Claims
ARGUS CORP: Needs More Funds to Continue Paying Future Dividends
ARVINMERITOR: Fitch Affirms BB+ Rating on Senior Unsecured Debt
ATA AIRLINES: NatTel LLC Asks Court to Appoint Examiner

ATA AIRLINES: Launches Codeshare Service with Southwest Airlines
AVITAR INC: Inks $10 Million Financing Deal with Cornell Capital
AVADO BRANDS: Disclosure Statement Hearing Set for March 2
AVADO BRANDS: Hires McCutchen Blanton to Sue Banks & Professionals
AVNET INC: Fitch Affirms 'BB' Rating on Senior Unsecured Debt

BEVERLY ENT: Formation Capital Group Submits Board Nominations
BOSTON INDUSTRIAL: Moody's Pares Senior Lien Bond Rating to Ba3
CAESARS ENT: FTC Wants More Information about Tahoe Casino Sale
CAPITAL ONE: Remarketing 6.25% Senior Notes on Feb. 14
CATHOLIC CHURCH: Tucson Wants until Sept. 19 to Solicit Votes

CELESTICA INC: Moody's Lowers Credit Ratings After Review
CHALK MEDIA: Closes $231,250 Private Equity Placement
CHESAPEAKE CORP: Earns $5.1 Million of Net Income in 4th Quarter
CHL MORTGAGE GROUP: Involuntary Chapter 11 Case Summary
CNH GLOBAL: Earns $26 Million of Net Income in Fourth Quarter

COMFED MORTGAGE: Moody's Reviews Two Certs. for Possible Downgrade
CPI HOLDCO: Moody's Junks Rating on $80MM Sr. Floating Rate Notes
CUA AUTOFINDER LLC: Case Summary & 13 Largest Unsecured Creditors
DONNKENNY INC: Files for Chapter 11 Protection in S.D. New York
DONNKENNY INC: Case Summary & 20 Largest Unsecured Creditors

DOUBLECLICK INC: Inks Partnership with Narragansett Technologies
ENERSYS INC: Hosting Third Quarter Conference Call on Feb. 17
ENRON CORP: FERC Staff Proposes $1.6 Billion Fine for Misconduct
EXIDE TECH: Asks Court to Extend Claim Objection Time to Aug. 29
FRIEDMAN'S: Wants More Time to File Lease Extension Motion

GASEL TRANSPORTATION: Bankruptcy Court Confirms Chapter 11 Plan
GENOIL: Eliminates CDN$3 Million Secured Debt from Balance Sheet
GENTEK INC: S&P Downgrades Corporate Credit Ratings to 'B+'
GEORGIA-PACIFIC: Increases Quarterly Cash Dividend by 40 Percent
GGC LLC: Involuntary Chapter 7 Case Summary

HANOVER DIRECT: Names Daniel Barsky as Senior Vice President
HARVEST ENERGY: Increases Exchangeable Shares Exchange Ratio
HEXCEL CORP: Moody's Puts B2 Rating on $350MM Sr. Secured Loan
HIA TRADING: U.S. Trustee Appoints 7-Member Creditors Committee
HIA TRADING: Committee Taps Otterbourg Steindler as Counsel

HOLLINGER INT'L: Says It'll File Financial Reports in Two Months
IMPATH INC: Judge Beatty Approves Disclosure Statement
INNOPHOS HOLDINGS: Moody's Junks $120 Million Sr. Sec. Debt Rating
JIMMY'S 57 RESTAURANT: Case Summary & Largest Unsecured Creditors
KAISER ALUMINUM: Court Approves Amended USWA Agreements

L-3 COMMUNICATIONS: Buying CAE's Marine Controls Unit for $200-Mil
LNR PROPERTY: Bermuda Affiliate Completes Acquisition
LYONDELL CHEMICAL: S&P Puts Low-B Ratings on CreditWatch Positive
MEDCOMSOFT INC: Increasing Proposed Private Placement to $3 Mil.
MEYER'S BAKERIES: Files for Chapter 11 Protection in W.D. Ark.

MEYER'S BAKERIES: Case Summary & 28 Largest Unsecured Creditors
MID OCEAN: S&P Pares Rating on $10 Million Class B-1L Notes to B-
MMI PRODUCTS: S&P Affirms Low-B & Junk Debt Ratings
MOHEGAN TRIBAL: Moody's Puts Ba2 Rating on New $250MM Senior Notes
MOSAIC COMPANY: Moody's Puts Ba2 Rating on $850MM Credit Facility

N-STAR REAL: Fitch Affirms Low-B Ratings on D-1A & DIB Notes
NATIONAL ENERGY: Wants Exclusive Plan Filing Period Until Apr. 1
NEW WEATHERVANE: Asks Court to Enforce Fair Vane Sale Agreement
NORTH AMERICA DEED: Case Summary & 20 Largest Unsecured Creditors
ORIENTAL TRADING: Moody's Pares 2nd-Lien Sr. Sec. Ratings to B3

PEGASUS SATELLITE: Wants Mar. 24 Confirmation Hearing Scheduled
PIPEMASTERS INC: List of its 20 Largest Unsecured Creditors
POSTER FIN'L: Selling Golden Nugget Hotel to Landry's for $140-Mil
POSTER FINANCIAL: Proposed Sale Cues Moody's to Affirm B2 Rating
POSTER FINANCIAL: S&P Revises Outlook on Low-B Ratings to Stable

PRIMUS TELECOM: S&P Assigns B- Rating to $100M Senior Secured Loan
ROGERS COMMS: Hosting Fourth Quarter Conference Call on Feb. 15
SELECT MEDICAL: Noteholders Agree to Amend Senior Sub. Notes
SIRVA INC: S&P Revises Outlook on Low-B Ratings to Negative
SPX CORP: Launches Cash Tender Offers for Senior Notes

STEEL DYNAMICS: S&P Upgrades Corporate Credit Rating to 'BB'
STELCO INC: Monitor Files Eighteenth Report
STELCO INC: Wants CCAA Stay Extended to April 29
STELCO INC: 92% of AltaSteel Workers Vote to Renew Strike Mandate
STEWART ENTERPRISES: Prices 10-3/4% Sr. Subordinated Debt Offering

STRATOS GLOBAL: Earns $3.9 Million of Net Income in Fourth Quarter
STROUDS ACQUISITION: Emerges from Bankruptcy Protection
TECO AFFILIATES: Wants Access to Lenders' Cash Collateral
TECO AFFILIATES: Wants Court to Approve DIP Financing Facility
TEE JAYS: Wants to Hire Johnston Moore as Bankruptcy Counsel

THISTLE MINING: Court Extends CCAA Protection Until March 31
TILE OUTLET INC: Case Summary & 20 Largest Unsecured Creditors
TOWER AUTOMOTIVE: Gets Interim Access to Lenders' Cash Collateral
TOWER AUTOMOTIVE: Wants Access to $725,000,000 of DIP Financing
UAL CORP: Court Allows 9.8% Pay Reduction for Mechanics

UAL CORP: Court Approves Master Pact with Gate Gourmet
ULTIMATE ELECTRONICS: Closing Highlands Ranch Store on Feb. 20
WORLDSPAN L.P: Sets Purchase Price for 9-5/8% Senior Notes
YUKOS OIL: Dismisses Banks in Adversary Proceedings
YUKOS OIL: Argues Deutsche Bank's Motion to Dismissal is Flawed

* Large Companies with Insolvent Balance Sheets

                          *********

AADCO AUTOMOTIVE: Quorum Providing $2.12M Debenture Financing
-------------------------------------------------------------
AADCO Automotive, Inc., and Quorum Funding Corporation of Toronto
have signed a term sheet with a Quorum managed fund to provide
AADCO with up to $2,120,000 in five-year 6% convertible, callable,
debenture financing.

The funding is subject only to final due diligence, receipt of a
signed irrevocable commitment letter and formal TSX Venture
Exchange approval.  Closing is expected in the month of February.

Proceeds from the funding will be used to boost inventory to meet
customer demand, further develop strategic market and financing
alliances, and close key acquisitions.  Upon closing of this
funding, approximately $5mm of current 12% and 16% interest debt
will have been equitized creating the strongest balance sheet
since the Company's inception.  This will complete the cost
cutting program initiated in April of 2003, and will have trimmed
in excess of $2mm from the Company's annual overhead putting AADCO
in position to aggressively pursue its market expansion goals.

                          About Quorum

The Quorum Group of Companies was founded in 1987 under the
leadership of Wanda Dorosz, the current CEO and Managing Partner.
It operates from its headquarters in Toronto with a wholly owned
subsidiary office in Bermuda.  Since 1987, Quorum has invested
over $350 million on behalf of institutions and high net worth
individuals.  Notably, in the past five years, which have been
characterized by extreme market turmoil, Quorum has retained each
and every investee company.

                        About the Company

AADCO Automotive, Inc., is a growing, Canadian public company with
a unique business model committee to complete vehicle dismantling
to provide quality used OEM parts, recyclable core from insurance
salvage and aftermarket parts to meet the needs of the collision/
mechanical repair industry.  AADCO serves over 3,000 mechanical
and collision repair clients across Ontario through its LKQ parts
division.  AADCO maintains one of the largest unbolted inventories
of quality used OEM parts in Canada at its 87,000 sq. ft. facility
in Brampton, Ontario.  AADCO is the only auto recycler to have
been awarded the Ecologo for environmental stewardship.

At Sept. 30, 2004, AADCO Automotive's stockholders' deficit
narrowed to $2,820,275 compared to a $2,928,010 deficit at
Sept. 20, 2003.


ADF GROUP: Concludes First Unsecured Debenture Buyback
------------------------------------------------------
ADF Group, Inc., (ticker symbol: DRX.sv) confirms that pursuant to
the agreement reached between the Company and the holder of the
debentures, and as announced in the Company's press release of
July 2004, the Company concluded the total buyback of the first
unsecured debenture issued to the holder in December 2000, for a
total amount of $2.5 million.  At the date of the agreement, the
first debenture totaled $18.6 million, including the unpaid
interest.  The impact of this buyback on the Company's balance
sheet will be positive in regards to the working capital and the
shareholder's equity in the amount of $16.1 million.

The funds to pay for this transaction came from the sale of an
excess asset in the amount of $1.7 million and an advance of
$800,000 made by the Paschini family.  This transaction will be
confirmed in the Company's audited results for the financial year
ended January 31, 2005.

Moreover, negotiations are still underway between ADF and the
holder for the buyback by the Company of the second debenture
totaling $18.4 million, including the unpaid interest.  The final
amount as well as the terms of payment of the total buyback of
this second debenture are to finalized.  Management believes it
will be able to complete the negotiations in the near future.  The
impact of this second buyback on the Company's balance sheet will
also be positive in regards to the working capital and the
shareholder's equity of the Company.

                        About the Company

ADF Group, Inc., is a North American leader in the design,
engineering, fabrication and erection of complex steel
superstructures, as well as in architectural metal work.  ADF is
one of the few players in the industry capable of handling highly
technically complex megaprojects on fast-track schedules in the
commercial, institutional, industrial and public sectors.

At Oct. 31, 2004, the Company's balance sheet reflected a
$2,006,000 stockholders' deficit, compared to $9,416,000 of
positive equity at January 31, 2004.


AHOLD LEASE: Moody's Lifts Low-B Ratings on 2 Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes of
Ahold Lease Series 2001-A Pass-Through Trust to Ba2 from Ba3.  The
Certificates were upgraded to Ba2 based on the support of the
triple net leases guaranteed by Koninklijke Ahold N.V., which was
upgraded to Ba2 by Moody's on February 4, 2005.

Moody's stated that the Koninklijke Ahold upgrade follows Ahold's
announcement that it will cancel its senior secured revolving
credit facility and rely upon its significant cash balances to
meet its liquidity needs pending the negotiation of a replacement
credit facility.  The rating outlook is positive.

The ratings upgraded include:

   -- Class A-1, $292,274,834, Fixed, upgraded to Ba2 from Ba3
   -- Class A-2, $250,720,000, Fixed, upgraded to Ba2 from Ba3

Based in Zaandam, the Netherlands, Ahold is a leading
international food provider, with operations in Europe and the
United States.  In 2003, the Company reported revenues in excess
of EUR56 billion.


AJAY TRUCKING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ajay Trucking Corporation
        900 South Columbus Avenue
        Mount Vernon, New York 10550

Bankruptcy Case No.: 05-22167

Type of Business: Truck rental service.

Chapter 11 Petition Date: February 4, 2005

Court: Southern District of New York (White Plains)

Debtor's Counsel: Lawrence R. Reich, Esq.
                  Reich Reich & Reich, P.C.
                  175 Main Street, Suite 300
                  White Plains, New York 10601
                  Tel: (914) 949-2126
                  Fax: (914) 949-1604

Total Assets: $707,614

Total Debts:  $2,275,249

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Teamsters Local 282           Partially Disputed -      $600,000
2500 Marcus Avenue            Union Contract
Lake Success, NY 11042        Claims
Tel: (516) 488-2822

Teamsters Local 456           Union Contract Claims     $100,000
160 S Central Avenue
Elmsford, NY 10523
Tel: (914) 592-9500

City Of New York              Traffic Violations         $72,730
Law Department
100 Church Street
New York, NY 10007-2601
Tel: (718) 488-5710

Ford Credit                   Possible Vehicle           $47,692
PO Box 31111                  Loan Deficiency
Tampa, FL 33631-3111          Claim
Tel: (877) 235-8696           Value of Security:
                              $27,000

GMAC                          Possible Vehicle           $41,233
PO Box 9001952                Loan Deficiency
Louisville, KY 40290-1952     Claim
Tel: (800) 200-4622           Value of Security:
                              $24,000

Fleetwood Agency Inc.         Insurance Premium          $36,352

GMAC                          Possible Vehicle           $25,318
PO Box 9001952                Loan Deficiency
Louisville, KY 40290-1952     Claim
Tel: (800) 200-4622           Value of Security:
                              $20,000

GMAC                          Possible Vehicle           $24,298
PO Box 9001952                Loan Deficiency
Louisville, KY 40290-1952     Claim
Tel: (800) 200-4622           Value of Security:
                              $17,000

Harrison Town Court           Traffic Violations         $23,423

Schreck & Company             Accounting Services        $23,343

Queens Court                  Traffic Violations         $23,330

GMAC                          Possible Vehicle           $22,922
PO Box 9001952                Loan Defiency
Louisville, KY 40290-1952     Claim
Tel: (800) 200-4622           Value of Security:
                              $20,000

GMAC                          Possible Vehicle           $17,170
PO Box 9001952                Loan Deficiency
Louisville, KY 40290-1952     Claim
Tel: (800) 200-4622           Value of Security:
                              $6,540

GMAC                          Possible Vehicle           $15,388
PO Box 9001952                Loan Deficiency
Louisville, KY 40290-1952     Claim
Tel: (800) 200-4622           Value of Security:
                              $12,000

American Honda Finance        For Balance Due            $14,448
PO Box 7858                   on Surrendered
Philadelphia, PA 19101        Vehicle
Tel: (888) 629-2899

North Atlantic Energy Inc.    Fuel                        $8,843

First Cardinal                Insurance Audit             $8,244

Ford Motor Credit             Mileage Charge              $5,750
PO Box 6508                   on Surrendered
Mesa, AZ 85216-6508           Vehicle
Tel: (877) 235-8696

Clarkstown Town Court         Traffic Violations          $5,000

Somers Town Court             Traffic Violations          $2,350


ALASKA COMMS: Hosting Fourth Quarter Conference Call on Feb. 24
---------------------------------------------------------------
Alaska Communications Systems Group, Inc. (Nasdaq:ALSK), will
release financial results for the fourth quarter and year ended
Dec. 31, 2004, shortly after the close of market on Thursday,
Feb. 24, 2005.  The company will host a conference call and live
webcast at 5:00 p.m. Eastern Time to discuss the results.

For parties in the United States and Canada, call 800-219-6110 to
access the earnings call.  International parties can access the
call at 303-262-2131.

Additionally, ACS will offer a live webcast of the conference
call, accessible from the "Investor Relations" section of the
company's website at http://www.alsk.com/ The webcast will be  
archived for a period of 90 days. A telephonic replay of the
conference call will also be available 2 hours after the call and
will run until Monday, February 28, 2005 at 9:00 p.m. PT.  To hear
the replay, parties in the United States and Canada should call
800-405-2236 and enter pass code 11023480. International parties
should call 303-590-3000 and enter pass code 11023480.

                        About the Company

ACS is the leading integrated communications provider in Alaska,
offering local telephone service, wireless, long distance, data,
and Internet services to business and residential customers
throughout Alaska.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 5, 2004,
Standard & Poor's Ratings Services affirmed its ratings on Alaska
Communications Systems Group, Inc., and subsidiaries, including
the 'B+' corporate credit rating. All ratings were removed from
CreditWatch, where they were placed with negative implications
June 8, 2004, due to concern about higher financial risk
accompanying the company's proposed $400 million income deposit
securities -- IDS -- offering. The outlook is negative.


AMERICAN BUSINESS: Trustee Names 8 Creditors to Serve on Committee
------------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Kelly
Beaudin Stapleton, the United States Trustee for Region 3,
appoints eight creditors to serve on the Official Committee of
Unsecured Creditors in American Business Financial Services, Inc.,
and its debtor-affiliates' chapter 11 cases:

    (1) Wachovia Bank, N.A.
        Attn: Helen F. Wessling
        Widener Building
        1319 Chestnut Street, PA 4810
        Philadelphia, Pennsylvania 19107
        Tel: (267) 321-6728
        Fax: (267) 321-6903

    (2) Z C Sterling Corporation
        Attn: James P. Novak
        210 Interstate North Parkway, NW
        Suite 400, Atlanta, Georgia 30339
        Tel: (800) 962-9654 ext. 2729
        Fax: (770) 303-2799

    (3) Christopher D'Ambrosio & Julia D'Ambrosio
        9 Iddings Lane
        Newtown, Square, Pennsylvania 19073
        Tel: (610) 353-7075
        Fax: (610) 353-7312

    (4) Walter J. Woeger
        1115 Rhawn Street
        Philadelphia, Pennsylvania 19111
        Tel: (215) 725-6087

    (5) Bread & Butter, LP
        Attn: Diana Shoolman
        1000 South Pointe Drive, #1904
        Miami Beach, Florida 33139
        Tel: (305) 695-8788

    (6) Robert Revitz
        8338 N. Canta Redowdo
        Paradise Valley, Arizona 85253
        Tel: (480) 998-0050
        Fax: (480) 998-0050

    (7) David Kooy
        198 Broadway #505
        New York, New York 10038
        Tel: (212) 566-0800
        Fax: (212) 566-0803

    (8) Bart Khatiwalla
        6 Laurie Drive
        Voorhees, New Jersey 08043
        Tel: (609) 839-0609

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

Headquartered in 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. 4; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AMERICAN BUSINESS: Taps Dewey Ballantine as Finance Counsel
-----------------------------------------------------------
American Business Financial Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to retain Dewey Ballantine LLP as their special finance
counsel during these chapter 11 proceedings.

Since approximately mid-1996, Dewey Ballantine LLP has performed
extensive legal work for American Business in connection with
structured financings and the refinancing and amendment of
thosefinancings, related tax issues, and other corporate and
finance issues related to the Debtors' businesses.

Dewey Ballantine has considerable experience and expertise in all
of these areas and, as a result of representing the Debtors on
those matters, Dewey Ballantine has acquired extensive knowledge
of the Debtors and their businesses, as well as of their capital
structure, financing documents, and other material agreements.
  
As the Debtors' finance counsel, Dewey Ballantine will:

    (a) represent the Debtors with respect to certain corporate
        initiatives and strategic alternatives related to the
        Chapter 11 cases;

    (b) advise the Debtors in issues pertaining to their
        securitization trusts and servicing business; and

    (c) prepare those documents and agreements as the Debtors may
        deem necessary or advisable.

The Debtors assure Judge Walrath that the services Dewey
Ballantine will provide will be complementary rather than
duplicative of the services to be performed by Blank Rome LLP and
Hangley Aronchick Segal & Pudlin.

Since January 2004, in the ordinary course of business, the
Debtors have paid Dewey Ballantine $268,411 for professional
services rendered and as reimbursement for charges and
disbursements.

During the course of the Debtors' Chapter 11 Cases, Dewey
Ballantine will seek:

    (1) compensation based on its normal hourly billing rates in
        effect for the period in which services are performed;

    (2) reimbursement of necessary and reasonable out-of-pocket
        expenses in accordance with the applicable provisions;

    (3) a $50,000 retainer on account of holdbacks and the fees
        and expenses approved by the Court on Dewey Ballantine's
        final fee application; and

    (4) interim compensation and reimbursement of expenses as
        permitted by Section 331 of the Bankruptcy Code.

Dewey Ballantine's current regular hourly rates are:

          Members                                $525 to $750
          Counsel and associates                 $240 to $525
          Paraprofessionals and case-managers    $130 to $225

Benjamin Hoch, Esq., at Dewey Ballantine, in New York, attests
that the firm has no connection with the Debtors, their
significant creditors, professionals or any other potential
party-in-interest nor does it represent any adverse interest in
the Debtors' Chapter 11 cases.

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


AMERICAN COMMERCIAL: Names Clayton Yeutter Chairman of the Board
----------------------------------------------------------------
American Commercial Lines Inc. has elected Clayton Yeutter
Chairman of the ACL Board of Directors at its Jan. 18, 2005,
meeting held in Jeffersonville, Indiana.  Other members of the
board are Eugene I. Davis, Richard L. Huber, Nils E. Larsen,
Emanuel L. Rouvelas, R. Christopher Weber and newly- appointed
President and Chief Executive Officer, Mark R. Holden.

Clayton Yeutter has been Of Counsel to Hogan & Hartson, LLP, a law
firm in Washington, D.C., since 1993 and has established an
international trade and agricultural law practice.  A former
Secretary of Agriculture, Mr. Yeutter currently serves as a
director of Danielson Holding Corporation, Chairman of the Board
of Oppenheimer Funds, Inc., an institutional investment manager,
Chairman of the Board of CropSolutions, Inc., a privately-owned
agricultural chemical company, and a director of America First, a
privately-owned investment management company.

Eugene I. Davis currently serves as the Chairman and Chief
Executive Officer of Pirinate Consulting Group, LLC.  Mr. Davis
also was the Chairman and Chief Executive Officer of RBX
Industries, Inc., a manufacturer and distributor of foam products.  
Mr. Davis currently serves as a director for Atlas Air Worldwide
Holdings, Inc., Exide Technologies, Inc., Metals USA, Inc.,
Tipperary Corporation, IPCS, Inc. and Knology Broadband, Inc.

Mark R. Holden was named President and Chief Executive Officer of
ACL Inc. on January 18, 2005 and has served as a Director of ACL
Inc. since January 18, 2005. Prior to joining ACL, Mr. Holden
served as Senior Vice President and Chief Financial Officer of
Wabash National Corporation.  As the Chief Financial Officer, Mr.
Holden oversaw a successful turnaround and restructuring of the $1
billion industrial company.  From May 1995 until October 2001, Mr.
Holden served as Vice President-Chief Financial Officer and
Director of Wabash National.  Prior to joining Wabash National,
Mr. Holden spent 12 years at the international accounting firm
Arthur Andersen.

Richard L. Huber served as a Director of American Commercial Lines
LLC from 2000 until January 2005 and as Interim Chief Executive
Officer of ACL LLC from April 2004 until January 2005.  Mr. Huber
is Managing Director, Chief Executive Officer and Principal of the
Latin American direct investment group Norte-Sur Partners, a
direct private equity investment firm focused on Latin America.  
From 1995 - 2000 Mr. Huber held various positions with Aetna,
Inc., serving as the Chief Executive Officer until February 2000.  
In addition, Mr. Huber serves as a director of Danielson Holding
Corporation, Opticare Health Systems, Inc., Malta Clayton, SA, an
animal feed company in Mexico, and several other non-public
companies in Latin America.

Nils E. Larsen is a Managing Director of Equity Group Investments,
L.L.C., a private investment group.  Prior to being named Managing
Director in 2001, Mr. Larsen held various positions with Equity
Group Investments, working in the transportation, energy,
communications and retail industries.

Emanuel L. Rouvelas is a founding partner of Preston Gates Ellis &
Rouvelas Meeds LLP, the Washington D.C. partner of the law firm
Preston, Gates & Ellis LLP.  Mr. Rouvelas has established a
federal counseling and lobbying practice and has advised many of
the world's leading shipping companies. Prior to joining Preston
Gates, Mr. Rouvelas was counsel to the U.S. Senate Committee on
Commerce and chief counsel to its Merchant Marine and Foreign
Commerce Subcommittees.

R. Christopher Weber retired as Senior Vice President and Chief
Financial Officer of Jacor Communications, Inc., a radio broadcast
company, in May 1999. Mr. Weber is also a Certified Public
Accountant (retired member).

Mark R. Holden, President and Chief Executive Officer of ACL Inc.,
the new parent company, said, "We are delighted to have these
distinguished businessmen join our Board of Directors.  As the
Company begins to focus on its future, our Board of Directors will
provide a very valuable source of leadership and vision to the
organization.  All of us at ACL look forward to working with the
Board of Directors in building a bright future for the Company."

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

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to American Commercial Lines, Inc., and a 'B-'
rating to American Commercial Lines LLC's $200 million senior
unsecured notes due 2015 being issued under Rule 144A. American
Commercial Lines LLC is a wholly owned subsidiary of American
Commercial Lines Inc., which guarantees the debt. The outlook is
stable. The Jeffersonville, Indiana-based barge company has about
$500 million of lease-adjusted debt.

"Ratings reflect ACL's highly leveraged capital structure, capital
intensity, and vulnerability to competitive and cyclical end
markets," said Standard & Poor's credit analyst Lisa Jenkins.
Offsetting these challenges to some extent is the company's
prominent market position in the fragmented barge industry and a
fairly positive near-term industry outlook. ACL emerged from
Chapter 11 bankruptcy protection in mid-January 2005. The company
was forced to file bankruptcy in January 2003 as a result of an
onerous debt burden that made the company extremely vulnerable to
industry challenges, and a history of rapid growth that strained
company resources.


AMERICAN LAWYER: Launches Cash Tender Offer for 9-3/4% Sr. Notes
----------------------------------------------------------------
American Lawyer Media, Inc., a leading media company focused on
the practice and business of law, has commenced a cash tender
offer to purchase any and all of its $175 million aggregate
principal amount outstanding 9-3/4% Senior Notes Due 2007.

The tender offer will expire at 5:00 p.m., New York City time, on
March 1, 2005, unless extended or terminated earlier by the
Company.  Holders of the Notes have limited withdrawal rights, as
described in the offering materials.

The Company expects to finance the tender offer with a fully-
committed financing provided by Credit Suisse First Boston, UBS
Loan Finance LLC, UBS Securities LLC and General Electric Capital
Corporation, for an aggregate amount of approximately
$344.5 million.  The consummation of the tender offer will occur
concurrently with the execution of the new credit facilities with
Credit Suisse First Boston, UBS Loan Finance LLC, UBS Securities
LLC, General Electric Capital Corporation and a syndicate of other
lenders.

As part of the tender offer, the Company is soliciting consents
from the holders of the Notes for certain proposed amendments
which would eliminate substantially all of the restrictive
covenants contained in the indenture governing the Notes and
release the guarantees of the Company's obligations under the
indenture.

Consummation of the tender offer and consent solicitation is
subject to various conditions, including but not limited to:

   -- the Company's entering into the new credit facilities;

   -- the retirement by American Lawyer Media Holdings, Inc., the
      Company's sole stockholder, of its 12 1/4% Discount Notes;

   -- the issuance of new American Lawyer Media Holdings, Inc.
      notes; and

   -- the Company's obtaining the required consents in the consent
      solicitation.

Consummation of the new credit facilities is also subject to
negotiation and execution of definitive documents and various
customary conditions.  There can be no assurance that any of these
conditions will be satisfied.

The Company currently intends to redeem any Notes that remain
outstanding following the consummation of the tender offer.  If
called for redemption, the Notes will be called at the redemption
prices set forth in the indenture.  This press release does not
constitute a call for redemption.

                  Details of The Tender Offer

The cash consideration for the Notes tendered and accepted for
payment under the tender offer will be $1,018.75 per $1,000
principal amount of the Notes, which includes a consent payment of
$20.00 per $1,000 principal amount of the Notes, plus accrued and
unpaid interest, if any, from the last interest payment date up
to, but not including, the payment date.  The total cash
consideration, inclusive of the consent payment, equals the
redemption price of the Notes, plus 0.25%.  Only those Note
holders who validly tender, and do not withdraw, their Notes at,
or prior to, 5:00 p.m., New York City time, on Feb. 11, 2005 will
receive the consent payment.

The detailed terms and conditions of the tender offer and consent
solicitation are contained in the Offer to Purchase and Consent
Solicitation Statement dated Jan. 31, 2005, relating to the Notes.

Credit Suisse First Boston LLC and UBS Securities LLC are acting
as exclusive dealer managers and MacKenzie Partners, Inc., is
acting as information agent in connection with the tender offer
and consent solicitation. Copies of the Offer to Purchase, the
Letter of Transmittal and the other related documents may be
obtained by contacting MacKenzie Partners at 800-322-2885 or 212-
929-5500 (call collect).  Questions regarding the tender offer may
be directed to Credit Suisse First Boston LLC at 800-820-1653 and
212-538-0652 (call collect) or UBS Securities LLC at 888-722-9555
x4210 and 203-719-4210 (call collect).

None of the Company, the dealer managers, the solicitation agents,
the information agent, the depository or any of the their
respective affiliates make any recommendation as to whether or not
holders should tender Notes and deliver consents in response to
the tender offer and consent solicitation.  Each holder must make
his, her or its own decision as to whether to tender Notes and
deliver consents and, if so, as to how many Notes to tender and
consents to deliver.

The proposed issuance of new American Lawyer Media Holdings, Inc.
notes will not be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.  This press release shall not constitute an offer to
sell, or the solicitation of an offer to buy, any securities, nor
shall there be any sale of securities mentioned in this press
release in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state.

                        About the Company

Headquartered in New York City, ALM -- http://www.alm.com/-- is a  
leading integrated media company, focused on the legal and
business communities.  ALM currently owns and publishes 35
national and regional legal magazines and newspapers, including
The American Lawyer(R), Corporate Counsel(R) and The National Law
Journal(R).  ALM's Law.com(R) is the Web's leading legal news and
information network.  ALM's other businesses include book and
newsletter publishing, court verdict and settlement reporting,
production of legal trade shows, conferences and educational
seminars, market research and distribution of content related to
the legal industry.  ALM was formed by U.S. Equity Partners, L.P.,
a private equity fund sponsored by Wasserstein & Co., LP.

                          *     *     *

On February 4, 2005, Standard & Poor's Ratings Services placed its
'CCC' corporate credit ratings on American Lawyer Media Holdings,
Inc., and on its operating subsidiary, American Lawyer Media,
Inc., which are analyzed on a consolidated basis, on CreditWatch
with positive implications.

"The CreditWatch placement was based on expected improvement in
the company's capital structure resulting from the planned
refinancing of its existing debt and the moderate profit potential
of two pending acquisitions," said Standard & Poor's credit
analyst Steve Wilkinson.


AMERICAN LAWYER: S&P Assigns 'CCC' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit ratings on American Lawyer Media Holdings, Inc., and on its
operating subsidiary, American Lawyer Media, Inc., which are
analyzed on a consolidated basis, on CreditWatch with positive
implications.

"The CreditWatch placement was based on expected improvement in
the company's capital structure resulting from the planned
refinancing of its existing debt and the moderate profit potential
of two pending acquisitions," said Standard & Poor's credit
analyst Steve Wilkinson.

These transactions are expected to improve the company's currently
limited liquidity and to boost its discretionary cash flow
potential by materially lowering cash interest costs, which are
slated to increase significantly in June 2005 under the existing
capital structure, through repaying existing notes with lower rate
bank debt and creating a discount period on the proposed holding
company notes.  Also, the two acquisitions are expected to
moderately improve EBITDA.

The CreditWatch listing is expected to be resolved quickly, as
soon as more details of the terms of the proposed debt and
acquisitions are made public.  New debt ratings will also be
assigned at that time.  Depending on the terms, Standard & Poor's
expects that the corporate credit rating will be raised one or two
notches.


AMERICAN SAFETY: S&P Junks Proposed $87.5M 2nd Priority Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on American Safety Razor Co.

In addition, a 'B' rating and '3' recovery rating were assigned to
the company's planned $225 million first priority lien bank
facility, indicating an expected meaningful recovery of principal
(50% to 80%) in the event of a payment default.

At the same time, a 'CCC+' rating and '5' recovery rating were
assigned to the company's planned $87.5 million second priority
lien bank facility, indicating an expectation of negligible
recovery of principal (0% to 25%) in the event of a payment
default.  The outlook on the Cedar Knolls, New Jersey-based razor
and blade manufacturer is stable.

Proceeds from the new bank facility will be used to pay a dividend
to all of its existing shareholders, including its majority
shareholder J.W. Childs Associates LP, and refinance its existing
bank facility.  "While leverage is expected to increase
significantly as a result of the planned bank loan refinancing,
the company has improved operating performance and generated free
cash flow during the past two years.  As a result, key credit
protection measures are expected to remain in line with the
existing ratings over the intermediate term," said Standard &
Poor's credit analyst Patrick Jeffrey.


ANC RENTAL: Wants Until Aug. 15 to Object to Claims
---------------------------------------------------
Approximately 11,500 claims have been filed against ANC Rental
Corporation and its debtor-affiliates.  The Debtors have filed
seven Omnibus Objections to Claims, seeking to expunge, reduce, or
reclassify over 4,200 proofs of claim, leaving approximately 7,300
claims still subject to the claims reconciliation or settlement
process.  The Debtors inform the Court that 3,600 of the 7,300
claims should be allowed as filed or have formal stipulations
allowing them as adjusted.

In addition, over 1,600 claims can be characterized as personal  
injury or wrongful death claims.  Thomas G. Whalen, Jr., Esq., at  
Stevens & Lee, in Wilmington, Delaware, reports that the Debtors  
are currently working with Cerberus Capital Management, L.P. and  
Vanguard Car Rental USA, Inc., the purchasers of the Debtors'  
assets, to settle or resolve the Personal Injury Claims in the  
state courts.

Excluding the Personal Injury Claims and the Settled Claims, the  
Debtors estimate that 1,200 substantive objections and 900 non-
substantive objections still need to be brought before the Court.

Accordingly, the Debtors ask Judge Walrath to further extend the  
deadline for them to file objections to proofs of claim to  
August 15, 2005.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.
Upon confirmation, Blank Rome, LLP, and Fried, Frank, Harris,
Shriver & Jacobson, LLP, withdrew as the Debtors' counsel. Gazes &
Associates, LLP, and Stevens & Lee, PC, serve as substitute
counsel to represent the debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.


ARGUS CORP: Needs More Funds to Continue Paying Future Dividends
----------------------------------------------------------------
Argus Corporation reported its financial position at the close of
business on Feb. 4, 2005.

Argus had Cdn. $153,330 of cash.  Argus indirectly owns 21,596,387
Common Shares of Hollinger, Inc., with a market value at the close
of trading on February 4, 2005 on the Toronto Stock Exchange of
Cdn. $6.25 per share or an aggregate of Cdn. $134,977,419.

The market value of its shareholdings is subject to the minority
interest of The Ravelston Corporation Limited, the parent of Argus
and future income taxes on unrealized net capital gains.

Ravelston holds all of the Common Shares and Class C Preference
Shares of Argus and 2,900 of Argus' 55,893 issued Class A
Preference Shares $2.60 Series.

The amount of that minority interest was stated to be $20,585,670
in the alternative financial information of Argus as at
Sept. 30, 2004.  That amount is a result of 11,862,342 of the
Shares, being approximately fifty-five percent of the Shares,
being owned by a subsidiary of Argus in which Ravelston has a
significant minority interest.

Argus estimated in its alternative financial information as at
Sept. 30, 2004 when the value of its investment in Common Shares
of Hollinger was $86,385,548 that its unrealized income tax
liability would be $14,793,176.

                           Dividends

Argus paid its regular quarterly dividends on Feb. 1, 2005, to the
holders of record of its Class A and Class B Preference Shares at
the close of business on Jan. 20, 2005.

The dividends that were paid were respectively Cdn. 62-1/2 cents
per share on the Class A Preference Shares $2.50 Series,
Cdn. 65 cents per share on the Class A Preference Shares $2.60
Series and Cdn. 67-1/2 cents per share on the Class B Preference
Shares 1962 Series.  The total amount of the dividends that were
paid was approximately $251,703.

The dividends were paid with a $251,703 loan by Ravelston to Argus
made on Jan. 31, 2005.  The loan was made by Ravelston on an
interest-free basis pursuant to a Promissory Note and is repayable
on Feb. 28, 2006.

Argus will require additional funds to be able to continue to pay
future dividends on its Class A and Class B Preference Shares on
an uninterrupted basis, including an additional amount of
approximately Cdn. $251,703 for dividends that are scheduled to be
paid on May 1, 2005.

Argus intends to make efforts to ensure that the dividend payments
can be made on May 1, 2005 and continue to be made thereafter on
an uninterrupted basis.

Argus Corporation Limited is a holding company and its assets
consist principally of an investment in the retractable common
shares of Hollinger, Inc., a Canadian public company listed on the
Toronto Stock Exchange, a receivable from The Ravelston
Corporation Limited, the Company's parent company and cash.

Argus owns or controls 61.8% of the Retractable Common Shares
These Common Shares are the only significant asset held by Argus.   
Hollinger in turn owns 66.8% of the voting shares and 17.4% of the
equity of International.

Hollinger and International have both also been subject to
Management and Insider Cease Trade Orders for their failure to
file financial statements and related reports when required.  
Those orders were issued on June 1, 2004.

Based on the company's alternative financial reporting, as of
September 30, 2004, Argus has a $44,034,263 stockholders' deficit
compared to $6,522,159 of positive equity at Dec. 31, 2003.


ARVINMERITOR: Fitch Affirms BB+ Rating on Senior Unsecured Debt
---------------------------------------------------------------
Fitch Ratings has affirmed ArvinMeritor's (NYSE: ARM) senior
unsecured debt rating of 'BB+', and the Rating Outlook remains
Stable.

The rating and Outlook recognize lower than normal margin and
tight cash flow from higher steel costs within the Light Vehicle
Systems group -- LVS, as well as balance sheet leverage.  Even
though the company faced higher steel costs and weaker operating
performance during fiscal 2004, management has successfully
reduced leverage through asset sales and cash from operations.
Volume and operating leverage in the Commercial Vehicle Systems -
CVS -- group should be the bright spot in fiscal 2005, providing
an offset to the margin pressures in LVS.  In addition, light
vehicle industry production should be within a range of flat to
down 3%.  Combined with fiscal first quarter 2005 divestitures,
Fitch would anticipate modest improvement in credit metrics this
year.

Despite the near term impact of onerous steel costs, Fitch expects
fiscal 2005 cash flow from already completed divestitures and from
operations to be sufficient to support debt reduction and adequate
pension contributions while maintaining normal levels of capital
spending and R&D.  In fiscal 2005, the operating margin will
probably be flat compared with fiscal 2004, but there are several
moving parts within the whole. Last year, commercial vehicle
volumes rapidly and substantially increased, causing a move upward
along the short-term cost curve.  Commercial vehicle industry
volumes are likely to increase again but some of the operational
issues, i.e. expedited premium freight, steel availability, and
tight labor, alleviate in fiscal 2005.  As a result of higher
volume and diminished operational issues, CVS should experience
solid margin expansion.

However, LVS margin compression should continue in fiscal 2005,
owing mainly to higher steel costs.  Incremental steel costs began
to impact the company during fiscal second quarter 2004 but the
full brunt of the cost of steel caused the greatest margin
pressure in fiscal fourth quarter 2004.  With only a limited
amount of pass-through to customers and assuming steel market
dynamics remain unchanged, there is very little relief in sight
from higher steel costs in fiscal 2005.

Since the beginning of fiscal 2004, ArvinMeritor's balance sheet
has modestly improved, despite difficult operating conditions.
After the company's bid for Dana ended unsuccessfully in fiscal
first quarter 2004, management began to focus on the sale of
noncore assets and operating cash flow.  Total debt (including
receivable facilities)-to-total capital has improved to 57% from
67% at the end of fiscal 2003.  Last 12 months total debt-to-
EBITDA was 3.4 times, compared with 4.2x at the end of fiscal
2003.  During the fiscal 2005 first quarter, the company divested
its Roll Coater business and an LVS stamping facility, from which,
cash proceeds were $195 million.  In addition, the company
announced that it has begun the process to sell its Light Vehicle
Aftermarket operations.  However, timing and final price of the
divestiture are currently too difficult to forecast.  As a result,
there is potential for meaningful debt reduction in 2005.  If this
improvement in the balance sheet were to be coupled with what
Fitch believes to be sustainable free cash flow, this could
warrant review of the rating or Outlook.


ATA AIRLINES: NatTel LLC Asks Court to Appoint Examiner
-------------------------------------------------------
NatTel, LLC, asks the Court to appoint an examiner to investigate  
and analyze the financial and other dealings between Debtor  
Chicago Express Airlines, Inc., on the one hand, and ATA Holdings  
Corp., ATA Airlines, Inc. and the other Debtors, on the other  
hand.

Aaron L. Hammer, Esq., at Freeborn & Peters, LLP, in Chicago,  
Illinois, contends the Non-Chicago Express Debtors have engaged  
in a pattern of activities and ATA Holdings has forced Chicago  
Express to engage in various transactions that have likely caused  
Chicago Express to suffer substantial harm to its business and  
financial affairs for the exclusive benefit of the Non-Chicago  
Express Debtors.

Section 1104(c) of the Bankruptcy Code provides that the Court  
may order the appointment of an examiner, if:

   (1) the appointment is in the interests of creditors, any
       equity security holders, and other interests of the
       estate; or

   (2) a debtor's fixed, liquidated, unsecured debts, other than
       debts for goods, services, or taxes, or owing to an
       insider, exceed $5,000,000.

As reported by the Debtors in their schedules of assets and  
liabilities, the fixed, liquidated, unsecured debts, other than  
debts for goods, services, or taxes, or owing to an insider, of  
the Debtors' estates far exceed $5,000,000.  Mr. Hammer notes  
that ATA Airlines' Schedules disclose unsecured claims in excess  
of $458 million alone.

Furthermore, none of the Debtors offered any reason for Chicago  
Express' bankruptcy filing.  The primary reason for the Chicago  
Express Chapter 11 filing appears to be Chicago Express'  
guarantee of almost $455 million in the Non-Chicago Express  
Debtors loans.  The Non-Chicago Express Debtors have further  
saddled Chicago Express with an additional $62.5 million in co-
guarantees on postpetition obligations.  However, nothing in the  
record before the Court suggests that Chicago Express has  
received any benefit whatsoever from the $517.5 million in debt  
it was forced to guarantee on the Non-Chicago Express Debtors'  
behalf.

Mr. Hammer cites that of the $26.9 million in total Chicago  
Express assets disclosed in its Schedules, roughly $16.8 million  
consists of the ATA Receivable.

                     Scope of the Examination

Mr. Hammer tells Judge Lorch that an Examiner is need to conduct  
a thorough investigation into all matters related to the business  
and financial relationships between Chicago Express and the Non-
Chicago Express Debtors, including:

   (1) each and every "insider" transaction between Chicago
       Express and the Non-Chicago Express Debtors;

   (2) whether and to what extent the transactions were "at
       arm's length," or whether the Non-Chicago Express Debtors
       unduly influenced Chicago Express to enter into the
       transactions exclusively or primarily for the Non-Chicago
       Express Debtors' benefit;

   (3) whether and to what extent the Non-Chicago Express Debtors
       caused Chicago Express to enter into transactions with
       third-parties exclusively or primarily to the Non-Chicago
       Express Debtors' benefit;

   (4) the basis for the $16.8 million account receivable
       scheduled by Chicago Express as due and owing by ATA
       Airlines;

   (5) whether and to what extent the Non-Chicago Express Debtors
       paid intercompany claims between or among themselves
       during the one-year period before the Petition Date, and
       the justification for the Non-Chicago Express Debtors
       making any the payments, as opposed to on account of the
       Chicago Express ATA Receivable;

   (6) whether and to what extent Chicago Express made, or was
       directed by the Non-Chicago Express Debtors to make,
       transfers to the Non-Chicago Express Debtors from the time
       ATA Holdings acquired Chicago Express in May 1999 to the
       Petition Date, regardless of whether the transfers
       included:

       * cash payments on account of Inter-company debts
         allegedly due by Chicago Express to the Non-Chicago
         Express Debtors;

       * dividends paid by Chicago Express to the Non-Chicago
         Express Debtors; or

       * sales or other transfers of Chicago Express assets to
         the Non-Chicago Express Debtors or other third parties;

   (7) whether and to what extent Chicago Express received any
       value in connection with its guarantee of almost $455
       million in prepetition financing obligations of the Non-
       Chicago Express Debtors, or whether grounds exist to avoid
       the guarantee as a fraudulent transfer under federal or
       state law;

   (8) whether and to what extent the Debtors explored other
       transactions for Chicago Express before the Debtors
       contractually obligated themselves to retain their
       interest in Chicago Express, and to further require
       Chicago Express to co-guarantee significant financing and
       other obligations, under the Southwest Transaction;

   (9) provide a descriptive summary and cost-benefit analysis of
       every contract and agreement between Chicago Express and
       the Non-Chicago Express Debtors to determine whether and
       to what extent fair value was or has been received by
       Chicago Express on account of the agreements;

  (10) conduct a forensic accounting review of the audited
       balance sheets and income statements of Chicago Express as
       of and for the periods ending December 31, 1999, 2000,
       2001, 2002, 2003 and 2004, to determine whether and to
       what extent any financial agreements exist with respect to
       the financial statements; and

  (11) provide an overall description and analysis of the
       management, operations, assets, liabilities, financial
       controls, finances and operating processes of Chicago
       Express to determine whether and to what extent Chicago
       Express has suffered harm at the direction of the Non-
       Chicago Express Debtors either prior to the Petition Date
       or during these Chapter 11 cases.

"The Chicago Express creditors deserve nothing less than an  
unbiased, independent examination into the financial and other  
dealings between Chicago Express and the Non-Chicago Express  
Debtors," Mr. Hammer asserts. "The Examiner will be able to  
determine whether and to what extent Chicago Express has been the  
abused stepchild within the ATA family."

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: Launches Codeshare Service with Southwest Airlines
----------------------------------------------------------------
ATA Airlines, Inc. (ATAHQ) welcomes Southwest Airlines (NYSE: LUV)
passengers on board its planes, as the first-ever codeshare
agreement between two low-cost carriers launches from coast-to-
coast.  The agreement is a key part of ATA's reorganization
efforts and gives the Indianapolis-based carrier the opportunity
to feed passengers to and from Southwest Airlines-the largest
domestic airline in the U.S.

"Customer response to the codeshare agreement has exceeded our
expectations.  ATA is thrilled that we are launching this
revolutionary service with Southwest," said George Mikelsons,
ATA's Chairman, President and CEO.  "I want to congratulate all of
our employees who have worked diligently to build the codeshare
infrastructure necessary to link passengers from one carrier to
the other.  It is very rewarding to provide our customers with
more travel options."

Feb. 4 marks the first stage of the codeshare agreement, which
allows passengers who begin their travel in one of ATA's eleven
codeshare cities to transfer at Chicago's-Midway airport to over
40 destinations on Southwest Airlines.  Codesharing provides
customers with significantly more access to both carriers'
networks with the ease of a single ticket and a smooth and
efficient transfer to a connecting flight.

"From the moment our codeshare was announced, our employees have
been looking forward to the day when we would welcome our new
customers onboard.  They are excited to begin providing them the
same friendly, professional service that our loyal ATA customers
have come to know," said Doug Yakola, Senior Vice President
Customers and Ground Operations.

Codeshare customers can purchase their tickets directly from
either airline by phone or on the web sites at http://ata.comor  
http://southwest.com. The codeshare allows passengers to take  
advantage of easy, on-line check-in, as well as the seamless
transfer of baggage at Chicago-Midway Airport.

The codeshare flights, which became available for sale on Jan. 16,
allow each carrier to maintain its own frequent flyer programs.
ATA's Travel Awards Program and Southwest Airlines' Rapid Rewards
program will offer passengers credit on the airline where they
made their reservation.  ATA Travel Awards members will receive
500 points for codeshare round-trips, or 1,000 points if the
booking is made on the airline's web site at http://ata.com.

The agreement created over 200 new city-pairs available for
purchase on ATA's system.

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.


AVITAR INC: Inks $10 Million Financing Deal with Cornell Capital
----------------------------------------------------------------
Avitar, Inc. (Amex: AVR) reported that it entered into a Standby
Equity Distribution Agreement with Cornell Capital Partners, LP.
Under the deal, signed as of Feb. 1, 2005, Cornell Capital is
committed to provide up to $10 million of equity financing which
can be drawn by the Company in $250,000 tranches at any time over
a 24-month period, subject to certain conditions and obligations.

Peter P. Phildius, Chairman and CEO commented, "This standby
financing is part of our capital funding plan which we previously
announced and discussed in our most recent annual report filed
with the SEC.  This Agreement offers funding flexibility and will
provide us with the necessary working capital allowing us to
continue to invest in the resources that we will need to enhance
and expand our ORALscreen (TM) products business, which addresses
the estimated $1.5 billion drugs-of-abuse testing market
encompassing the corporate workplace and criminal justice
markets."

For each share of common stock purchased under the Standby Equity
Distribution Agreement, Cornell Capital will pay the Company 99%
of the lowest volume weighted average price of the Company's
common stock as quoted by Bloomberg, L.P. for the 5 days
immediately following the notice from the Company.  Accordingly,
the price paid by Cornell Capital for the Company's stock shall be
determined as of the time immediately after each individual
request for an advance under the Agreement.

Cornell Capital will also retain 4% of each advance under the
Standby Equity Distribution Agreement.  Cornell Capital's
obligation to purchase shares of the Company's common stock under
the Standby Equity Distribution Agreement is subject to certain
conditions, including the Company obtaining an effective
registration statement for shares of common stock sold under the
Agreement and is limited to $250,000 per weekly advance and
$1,000,000 per 30 days.

Cornell Capital Partners, LP was paid a one-time commitment fee
equal to $115,000 by issuance of the Company's common stock.  The
Company also paid a placement agent fee equal to $10,000 by
issuance of the Company's common stock.  In each case, the common
stock was valued at the volume weighted average price of the
Company's common stock on Feb. 1, 2005.

                        About the Company

Avitar, Inc. -- http://www.avitarinc.com/-- develops,  
manufactures and markets innovative and proprietary products in
the oral fluid diagnostic market, disease and clinical testing
market, and customized polyurethane applications used in the wound
dressing industry.  Avitar's products include ORALscreen(TM), the
world's first non- invasive, rapid, onsite oral fluid test for
drugs-of-abuse. Additionally, Avitar manufactures and markets
HYDRASORB(TM), an absorbent topical dressing for moderate to heavy
exudating wounds.  In the estimated $25 billion in-vitro
diagnostics market, Avitar is developing diagnostic strategies for
disease and clinical testing. Some examples include influenza,
diabetes and pregnancy.

                          *     *     *

                       Going Concern Doubt

As a result of the Company's recurring losses from operations and
working capital deficit, the report of its independent registered
public accounting firm (dated Dec. 17, 2004) relating to the
financial statements for Fiscal 2004 contains an explanatory
paragraph expressing substantial doubt about the Company's ability
to continue as a going concern.


AVADO BRANDS: Disclosure Statement Hearing Set for March 2
----------------------------------------------------------          
The Honorable Judge Steven A. Felsenthal of the U.S. Bankruptcy
Court for the Northern District of Texas will convene a hearing at
9:30 a.m., on March 2, 2005, to consider the adequacy of the
Disclosure Statement explaining the Plan of Reorganization filed
by Avado Brands, Inc., and its debtor-affiliates.

The Debtors filed their Disclosure Statement and Plan on Feb. 3,
2005.  

The Plan provides for the substantive consolidation of the
Debtors' Estates and for the possible merger of certain Debtor-
affiliates.

The Plan contemplates that the Reorganized Debtors will receive
exit financing from three sources:

  (i) a $45 million New Tranche A Financing Facility;

(ii) a $12.5 million New Tranche B Financing Facility from a
      group of Investors; and

(iii) the sale of $17.5 million of New Convertible Preferred Stock
      to the Investors.

The Investors will, subject to the conditions of their commitments
and the New Tranche B Credit Agreement and the New Convertible
Preferred Purchase Agreement, respectively, fund the New Tranche B
Financing Facility and purchase the New Convertible Preferred
Stock, but have offered to make available to all holders who will
receive New Common Stock the opportunity to participate in the
New Tranche B Financing Facility and the New Convertible Preferred
Stock on a unitary basis.

The Plan groups claims and interests into eight classes.  
Unimpaired Claims, consisting of Secured Claims and Non-Tax
Priority Claims, will be paid in full.

The Plan identifies six classes of Impaired Claims and describes
how they'll be treated:

   a) General Unsecured Claims will receive their Pro Rata share
      of New Common Stock and the Litigation Trust Beneficial
      Interests;

   b) Senior Noteholder Claims will receive their Pro Rata share
      of the New Common Stock, the Subordinated Notes
      Redistribution Shares, the TECONS Redistribution Shares, the
      Litigation Trust Beneficial Interests and the TECONS
      Redistribution Interests;

   c) Subordinated Noteholder Claims will receive their Pro Rata
      share of Class A Warrants if those claims and Class 4 Claims
      vote to accept the Plan, but if those two claims vote to
      reject the Plan, the Subordinated Noteholder claimants will
      not receive any Class 1 Warrants;

   d) TECONS Claims will receive their Pro Rata share of Class B
      Warrants if those claims, Class 5 claims and Class 6 claims
      vote to accept the Plan, but if those three claims
      vote to reject the Plan, the TECONS claimants will not
      receive any Class B Warrants;

   e) Allowed Small Claims will receive cash equal to 14.5% of
      those Claims' amount; and

   f) Old Avado Stock Interests and Subordinated Claims will not
      receive or retain any property under the Plan.

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

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

Objections to the Disclosure Statement, if any, must be filed and
served by Feb. 28, 2005.

Headquartered in Madison, Georgia, Avado Brands, Inc., owns and
operates two proprietary brands comprised of 102 Don Pablo's
Mexican Kitchens and 37 Hops Grillhouse & Breweries.  The Company
and its debtor-affiliates filed a voluntary chapter 11 petition on
February 4, 2004 (Bankr. N.D. Tex. Case No. 04-31555).  Deborah D.
Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith
Incorporated, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $228,032,000 in total assets and
$263,497,000 in total debts.


AVADO BRANDS: Hires McCutchen Blanton to Sue Banks & Professionals
------------------------------------------------------------------       
The U.S. Bankrupty Court for the Northern District of Texas gave
Avado Brands, Inc., and its debtor-affiliates permission to employ
McCutchen Blanton Johnson & Barnette, LLP, Gilreath Law Firm,
P.A., as their special counsel.

McCutchen Blanton will:

   a) investigate and pursue all legal claims and causes of action
      against the accounting firm of KPMG, LLP, and any of its
      affiliated entities held by the Debtors, including claims
      for negligence, breaches of contract and duty, aiding and
      abetting breaches of duty, and any other tort or contract
      claims held by the Debtors;

   b) investigate and pursue all appropriate legal claims and
      clauses of action arising out of the Debtors' involvement
      with an investment known as OPIS against KPMG, the law firm
      of Sidley Austin Brown & Wood, LLP, Presidio Advisors, LLC,
      Duetsche Bank and any other affiliates or agents held by the
      Debtors, including claims for:

       (i) breaches of contract and duty, aiding and abetting
           breaches of duty,

      (ii) fraudulent misrepresentation, fraudulent inducement,
           and all other tort or contract claims held by the
           Debtors in connection with the OPIS litigation; and

   c) obtain a one year tolling agreement with KPMG, Sidley
      Austin, Presidio Advisors and Deutsche Bank and negotiate a
      settlement based upon a range of actual damages.

T. English McCutchen, Esq, a Member at McCutchen Blanton, reports
that the Firm's compensation will consist of:

   a) 28% of all net sums to be received by the Debtors as a
      result of a trial or settlement of the OPIS Litigation and
      Accounting Litigation; and

   b) 33.33% of all net sums from the OPIS Litigation and
      Accounting Litigation in the event of an appeal.

McCutchen Blanton assures the Court that it does not represent any
interest adverse to the Debtor or their estates.

Headquartered in Madison, Georgia, Avado Brands, Inc., owns and
operates two proprietary brands comprised of 102 Don Pablo's
Mexican Kitchens and 37 Hops Grillhouse & Breweries.  The Company
and its debtor-affiliates filed a voluntary chapter 11 petition on
February 4, 2004 (Bankr. N.D. Tex. Case No. 04-31555).  Deborah D.
Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith
Incorporated, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $228,032,000 in total assets and
$263,497,000 in total debts.


AVNET INC: Fitch Affirms 'BB' Rating on Senior Unsecured Debt
-------------------------------------------------------------
Fitch Ratings has affirmed Avnet, Inc.'s 'BB' senior unsecured
debt. The affirmation affects approximately $1.3 billion of public
debt securities.  The Rating Outlook is Stable.

The rating considers Avnet's high degree of exposure to the global
semiconductor market, which historically has been characterized by
cyclical demand and volatile cash flows, and the ongoing
challenges the information technology distributors face in
meaningfully expanding their thin operating margins.  The rating
also considers the significant investment levels, which may
include debt-financed acquisitions, required for the company to
expand its small albeit profitable foothold in higher growth Asia-
Pacific markets.  Rating strengths center on Avnet's leading
industry position, which is primarily focused on a diversified
small- to medium-size customer base, and broad scope and extensive
geographic reach.  Fitch also believes the IT distributors'
working capital model supports Avnet's rating, as the company
generated significant cash flow from working capital during the
recent IT downturn and, conversely, demonstrated during 2003 and
2004 the ability to grow at rational levels (0% to 10%) without
using significant cash for working capital.

The Stable Rating Outlook is supported by Avnet's liquidity
position as well as steadily improving operating performance over
the past two years, driven primarily by strong global
semiconductor demand.  While revenues have increased on a year-
over-year basis each of the past eight quarters, operating margins
more than doubled to 2.9% for the quarter ended Jan. 1, 2005, from
1.3% for the quarter ended Dec. 27, 2002, which is mostly
attributable to Avnet's operating leverage and the cost savings
related to recent restructuring activities.  As a result, credit
protection measures have improved.  

Adjusted leverage (total debt plus borrowings related to accounts
receivable securitization program-to-EBITDA) declined to 3.6 times
at the end of the second quarter of fiscal 2005 from 5.7x for the
preceding year and 7x as of the end of the second quarter of 2003.  
Interest coverage (EBITDA-to-interest incurred) has more than
doubled to 4.4x from the quarter ended Dec. 27, 2002.  
Nonetheless, the improvement has come almost entirely from higher
profitability, as adjusted debt levels remained flat at
approximately $1.4 billion.

Despite these solid operating trends, Avnet remains highly exposed
to the cyclical global semiconductor market (its components
business represented approximately 60% of fiscal 2004 total
revenues), resulting in historically volatile operating
performance and credit metrics.  For example, EBITDA declined to
approximately $180 million in fiscal 2002 from $700 million in the
preceding year, mostly due to lower profitability from
significantly reduced volumes as the semiconductor market declined
more than 30%.  Even as adjusted debt levels were reduced by
approximately $750 million during fiscal 2002, adjusted leverage
increased to more than 10x for 2002 versus 3.7x in 2001.  While
Fitch does not anticipate volatility to be as severe in the
intermediate term, semiconductor unit demand is expected be
essentially flat for 2005 while pricing pressures may intensify
due to additional semiconductor manufacturing capacity becoming
available in the second half of calendar year 2005.  As a result,
Fitch believes that Avnet and its competitors may experience
modest operating margin contraction over the near-to-intermediate-
term.  At the same time, Fitch also believes Avnet will likely
offset some of this margin pressure by continuing to gain market
share, driven by its scale and global reach, and expand its higher
margin service offerings.  Nonetheless, given a less optimistic
outlook for operating margins in 2005 and Fitch's expectations
that debt levels will remain relatively flat at approximately $1.3
billion (after meeting its upcoming approximately $87 million
maturity), credit protection measures are not likely to
meaningfully improve over the near term.

Fitch considers Avnet's liquidity position to be adequate with
respect to upcoming maturities and cash requirements necessary to
operate in a rational demand environment.  At Jan. 1, 2005,
liquidity consisted of $547 million of cash and equivalents, an
undrawn $350 million senior unsecured bank credit facility
expiring June 2007, and an undrawn $350 million of accounts
receivable (A/R) securitization facility expiring August 2005.  In
addition, the company has generated positive annual free cash flow
since fiscal 2001, including approximately $125 million for the
latest 12 months ended Jan. 1, 2005.  

While the aforementioned profitability improvement has contributed
to free cash flow, higher volumes and Avnet's restructuring
efforts also resulted in a reduction of the company's cash
conversion cycle - CCC -- days to a Fitch-estimated 68 days for
the year ended Jan. 1, 2005, from 72 days in the preceding
calendar year (adjusting for the A/R securitization program).
Fitch believes that Avnet's free cash flow will be modestly
positive for 2005 assuming the demand environment remains
rational.

Total debt for Avnet as of Jan. 1, 2005, was approximately $1.3
billion, consisting primarily of:

    -- $87 million 7-7/8% senior notes due Feb. 2005;
    -- $400 million 8% senior notes due Nov. 2006;
    -- $475 million 9-3/4% senior notes due Feb. 2008;
    -- $300 million 2% convertible senior debentures due March
       2034, but putable in March 2009.


BEVERLY ENT: Formation Capital Group Submits Board Nominations
--------------------------------------------------------------
Formation Capital LLC and its associates Appaloosa Management L.P.
and Franklin Mutual Advisers, LLC, have submitted a slate of six
independent nominees for election to the Board of Beverly
Enterprises, Inc. (NYSE: BEV).

Arnold M. Whitman, Chief Executive Officer of Formation Capital
stated, "The slate we have submitted to stand for election to
Beverly's Board is comprised of highly qualified independent
nominees who have extensive industry and business experience -
including two nominees who were directly involved in the value
creating Mariner Health Care transaction in 2004.  If elected, our
nominees would act in the best interests of all Beverly
shareholders.  To that end, they will be committed, subject to
fiduciary duties, to going forward with a process that would give
due consideration to our offer as well as any other proposals the
Company may receive."

The nominees standing for election to the Beverly Board include:

-- Jeffrey A. Brodsky      
     
   Since 2000, Mr. Brodsky has been a Managing Director of Quest      
   Turnaround Advisors, LLC, a turnaround management consulting      
   services firm. Since 2002, he has served as Chairman and Chief      
   Executive Officer of PTV, Inc. (formerly NTL Europe, Inc. and      
   NTL Incorporated), a new media company in the United Kingdom.      
     
   Mr. Brodsky is currently a director of AboveNet, Inc., a      
   provider of fiber connectivity for business. From 2002 to 2004,      
   Mr. Brodsky served as a director of Comdisco Holding Company,      
   Inc., a provider of equipment lease financing of information      
   and technology equipment to a variety of industries. From 2002      
   to 2003, he served as Chairman of Cablecom GmbH, a cable      
   network operator in Switzerland. From 1994 to 1996, he served         
   as a director of Hawaiian Airlines, Inc.      
     
-- John J. Durso      
     
   Since 2002, Mr. Durso has been a partner of the Chicago office      
   of the law firm Michael Best & Friedrich LLP, where he has      
   chaired the national Long-Term Care Practice Group. Prior to      
   joining Michael Best, Mr. Durso was for 17 years a partner with      
   the law firm of Katten Muchin & Zavis, during which time he      
   chaired the firm's national health care practice. Mr. Durso has      
   dedicated his 28-year legal career to serving health care      
   providers in virtually every area of legal practice, including      
   mergers, acquisitions, joint ventures, corporate restructuring,      
   and health care finance. Within the health care arena, he has      
   specialized in representing nursing homes and other providers      
   that serve seniors. Mr. Durso has represented and served as a      
   director on numerous not-for-profit health care providers Board      
   of Directors.      
     
-- Philip L. Maslowe      
     
   From 1997 until 2002, Mr. Maslowe served as Executive Vice      
   President and Chief Financial Officer of The Wackenhut      
   Corporation, a security, staffing and privatized prisons      
   corporation. Prior to that, from 1993 to 1997, Mr. Maslowe      
   served as Executive Vice President and Chief Financial Officer      
   of KinderCare Learning Centers, Inc., the largest preschool and      
   childcare provider in the U.S.      
     
   Mr. Maslowe is currently a director of NorthWestern      
   Corporation, a public utility company. Mr. Maslowe previously      
   served as non-executive Chairman of AMF Bowling Worldwide,      
   Inc., the world's largest owner and operator of bowling         
   centers. AMF Bowling was sold to a private equity firm in      
   February, 2004. From August 2002 to December 2004, Mr. Maslowe      
   served on the Board of Directors of Mariner Health Care, Inc.,      
   a publicly held integrated health care services provider.      
     
-- Charles M. Masson      
     
   Since September 2002, Mr. Masson has been managing partner of      
   Masson & Company, LLC, a firm providing interim and crisis      
   management, turnaround consulting and assessment, and financial      
   restructuring services. From April 1999 to September 2002, Mr.      
   Masson was a managing partner of Leary, Masson & Associates,      
   LLC, a firm providing similar services.      
     
   Since 2005, he has been serving as Chairman and Chief      
   Restructuring Officer of Kinetic Systems, Inc., an engineering      
   and construction provider of process piping to the semi-     
   conductor and bio-pharmaceutical industries. In 2001, he served      
   as Chief Executive Officer of Maidenform, Inc., an intimate      
   apparel maker. Mr. Masson is currently a director of Algoma      
   Steel Inc., an integrated steel producer.      
     
-- Mohsin Y. Meghji      
     
   Since 2002, Mr. Meghji has been a Principal of Loughlin Meghji      
   + Company, a financial advisory boutique specializing in      
   advising management, investors and lenders in relation to      
   transactions involving financially challenged companies. From      
   1998 to 2002, he was a member of the Global Corporate Finance      
   Group of Arthur Andersen LLP. From May 2002 when it emerged      
   from Chapter 11 to December 2004 upon its sale, Mr. Meghji      
   served on the Board of Directors of Mariner Health Care, Inc.,      
   a publicly held integrated health care services provider. From      
   July 1999 to May 2002, Mr. Meghji served as financial advisor      
   to various creditors in relation to the restructuring of         
   Mariner Health Care.      
     
-- Guy Sansone      
     
   Since 1999, Mr. Sansone has been with Alvarez & Marsal, LLC, a      
   global professional services firm specializing in turnaround      
   management and corporate restructuring, where he has been a         
   Managing Director since 2002. From March 2003 to September      
   2004, he served as Interim Chief Financial Officer of         
   Healthsouth Corporation, a provider of outpatient surgery,      
   diagnostic imaging and rehabilitative healthcare services. In         
   2002, he served as Interim President and Chief Executive      
   Officer of Rotech Healthcare Inc., a provider of home medical         
   equipment, respiratory equipment and services and respiratory      
   medications for home use. From 2000 to 2003, he served as         
   Senior Vice President, focusing on the restructuring of      
   Integrated Health Services Inc., a provider of post-acute      
   healthcare services. From 1999 to 2000, he served as Chief      
   Financial Officer of Telegroup, Inc., an alternative provider      
   of domestic and international telecommunications services. Mr.      
   Sansone is currently a director of Rotech Healthcare Inc.      

                        About the Company

Beverly Enterprises, Inc. and its operating subsidiaries are
leading providers of healthcare services to the elderly in the
United States. BEI, through its subsidiaries, currently operates
351 skilled nursing facilities, as well as 18 assisted living
centers, and 53 hospice and home health centers. Through Aegis
Therapies, BEI also offers rehabilitative services on a contract
basis to facilities operated by other care providers.

                          *     *     *

Beverly Enterprises' 9-5/8% Senior Notes Due 2009 currently carry
Moody's B1 Rating, Standard & Poor's B+ Rating, and Fitch's BB-
Rating.


BOSTON INDUSTRIAL: Moody's Pares Senior Lien Bond Rating to Ba3
---------------------------------------------------------------
Moody's has downgraded to Ba3 from Baa3 the rating assigned to the
City of Boston Industrial Development Financing Authority's
$31.5 million Senior Revenue Bonds (Crosstown Center Project)
Series 2002.  At this time, Moody's has revised the outlook to
negative from stable.  

The bonds were issued in 2002 to finance a portion of the costs of
constructing a 175-room Hampton Inn and Suites limited service
hotel and 650-space garage located directly off, and visible from,
the Southeast Expressway at Massachusetts Avenue and near a large
medical community in the City of Boston.  

The project opened for business in July 2004, and thus far room
rentals and revenues are significantly lower than forecast.  The
bonds are secured by a pledge of net revenues that are generated
primarily from the operation of the hotel and parking garage, as
well as debt service reserves and various other reserves.

                     Credit Weaknesses and Risks

   -- Financial results for the first six months of operations are
      significantly weaker than the original forecast,

   -- The project will likely rely on operating reserve funds to
      pay a portion of senior and subordinate debt service due on
      March 1, 2005,

   -- Highly competitive environment,

   -- Volatile nature of the hotel industry,

   -- Credit strengths and opportunities,

   -- Room rates for 2004 are in line with competitive set
      identified by the operator and the operator's budget prior
      to project opening,

   -- Long-term lease with medical association for parking
      provides revenue stability, and

   -- Retail space expected to generate additional net revenues in
      2005.

Weaker than expected demand for hotel rooms resulted from the
regional and national economic slowdown and continued expansion of
the Boston hotel supply.  The hotel's average occupancy rate for
the first six months of operations (through December 2004) equaled
roughly 62% and the average daily rate (ADR) was $123, yielding
revenue per available room (RevPAR) of $76.  While occupancy was
near the 65% forecast, the hotel will likely miss by a wide margin
the $157 ADR and $102 RevPAR forecasted for the first full year of
operations.

The hotel's operating ratio for the first six months equaled 80%,
significantly weaker than the forecasted level of 56%.  This
resulted from a combination of factors, including a two-month
delay in opening, lower overall room revenue and higher operating
expenses per occupied room.  The project also is experiencing a
delay in the lease-up of retail space that was forecasted to
generate roughly 11% of net operating income in the first year of
operations.

The hotel operator, Corcoran Jennison Hospitality, anticipates
hotel net revenues of $1.8 million in calendar 2005, based on
73.4% occupancy and average room rates of $120.  This anticipates
relatively large increases in both the occupancy rate (73%) and
RevPAR ($88), compared to the first six months of operations.  

Even with these relatively large increases, debt service coverage
would equal a modest 1.2x for senior bonds and 0.96x for combined
senior and subordinate bonds.  These budgeted coverage levels are
substantially below the original forecasts of 2.3x and 1.8x
coverage for senior and combined bonds, respectively.  Coverage
levels are very narrow given the project's limited operating
history, Boston's competitive hotel environment and the volatile
nature of the hotel industry.

If the project fails to fund debt service requirements from
current year's net revenues as expected, then no cash will be
available to fund the renewal and replacement accounts that are
critical to the hotel's long-term financial and operating success.
Without regular deposits to these accounts, the project would lack
the resources needed for reinvestments in furniture, fixtures and
equipment that are needed to maintain a competitive position and
ensure continued high quality service.

Moody's views several mitigating factors to the credit weaknesses
outlined above.  The garage provides stability to the overall
pledged revenues, since 85% of the garage spaces are leased under
long-term contract to the Medical Academic and Scientific
Organization, Inc., MASCO (rated A1) provides a variety of
services, including parking, to 19 education and health care
organizations located in Boston.

MASCO arranged the lease primarily to serve employees at Beth
Israel, Brigham and Woman's Hospital and Dana-Farber Cancer
Institute.  The lease will generate annual payments to the garage,
fixed at $1.41 million for the first five years and escalating
modestly thereafter.  This stable revenue stream accounts for
approximately one-third of debt service payments.

In addition, the project's retail space is nearly completed and
leases with a number of tenants are reportedly close to final
negotiation, which could generate additional pledged revenues in
2005.  The hotel's primary demand is derived from a relatively
stable group of local health care institutions, including Boston
Medical Center, which is anticipated to generate demand from
patients and families, visiting doctors and visiting sales people,
and the Longwood Medical Area.

Unlike other publicly financed hotel projects rated by Moody's,
this project has limited financial sponsorship by the City of
Boston, thereby providing limited incentive to intervene if the
hotel's financial performance continues to deteriorate.

What Could Change The Rating - UP

Upside potential for the rating could arise from higher average
occupancy and room rates, improved operating margins.

What Could Change The Rating - DOWN

Downward pressure on the rating would result from further
weakening of the occupancy and average room rates and continued
draws on reserve funds to pay for debt service.
Outlook

The negative outlook anticipates continued financial weakness and
credit deterioration in the short and medium term relative to the
original forecast.  Continued draws on reserve funds and failure
to stabilize average room and occupancy rates would likely lead to
continued credit deterioration.

Key Statistics (based on operations from July through December
2004):

   -- Hotel Occupancy Rate: 62%

   -- Hotel ADR: $123

   -- Hotel NOI: $521,487

   -- Garage NOI: $860,000

   -- Senior Debt Service Coverage: 1.19x

   -- Combined Senior and Subordinate Debt Service Coverage: 0.94x
  
   -- Senior Debt Service Reserve: MADS ($2.73 million)

   -- Subordinate Debt Service Reserve: MADS ($0.691 million)

   -- Cash Trap Requirement: $2.8 million

   -- ABT: none; closed lien


CAESARS ENT: FTC Wants More Information about Tahoe Casino Sale
---------------------------------------------------------------
Caesars Entertainment Inc. (NYSE:CZR) disclosed that on Feb. 2,
2005, it received a request for additional information from the
Federal Trade Commission (FTC) in connection with the planned sale
of the Caesars Tahoe casino resort to an affiliate of Columbia
Sussex Corporation, a hotel, resort and casino operator based in
Fort Mitchell, Kentucky.  Columbia Sussex received the same
request for additional information from the FTC.

The companies intend to respond promptly to the information
request, which was issued under notification requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The effect of the second request is to extend the waiting period
imposed by the Hart-Scott-Rodino Act until thirty days after
Caesars and Columbia Sussex have substantially complied with the
request, unless that period is extended voluntarily by the parties
or terminated sooner by the FTC.

                     About Columbia Sussex

Columbia Sussex and its affiliates are one of the largest
privately held hotel owners in the country, and one of Marriott
Corporation's top licensees.  Columbia Sussex and its affiliates
operate 64 hotels, resorts and casinos in 28 states and overseas,
including the Lighthouse Point Casino in Greenville, Mississippi,
the Horizon Casino Resort in South Lake Tahoe and the Westin
Casuarina property on Grand Cayman Island.  It has also recently
opened the Westin Casuarina in Las Vegas, and purchased the River
Palms Casino in Laughlin, Nevada.

                  About Caesars Entertainment

Caesars Entertainment, Inc. (NYSE:CZR) is one of the world's
leading gaming companies.  With 25 properties on four continents,
25,000 hotel rooms, two million square feet of casino space and
52,000 employees, the Caesars portfolio is among the strongest in
the industry.  Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The company has its corporate headquarters in Las Vegas.

In July 2004, the Board of Directors of Caesars Entertainment
approved an offer from Harrah's Entertainment to acquire the
company for approximately $1.8 billion and 66.3 million shares of
Harrah's common stock.  The offer must be approved by shareholders
of both companies and federal and state regulators before the
transaction can close.

                          *     *     *

As reported in the Troubled Company Reporter on July 19, 2004,
Fitch Ratings has affirmed the following long-term debt ratings of
Harrah's Entertainment and placed the long-term ratings of Caesars
Entertainment on Rating Watch Positive.

   HET

      -- Senior secured debt 'BBB-';
      -- Senior subordinated debt 'BB+'.

   CZR    

      -- Senior unsecured debt 'BB+';
      -- Senior subordinated debt 'BB-'.


CAPITAL ONE: Remarketing 6.25% Senior Notes on Feb. 14
------------------------------------------------------
Capital One Financial Corporation (NYSE: COF) expects to remarket
its 6.25 percent Senior Notes due 2007 on Feb. 14, 2005,
originally issued as part of its 14,950,000 Upper DECS.  Holders
of record on Feb. 16, 2005, of the outstanding Upper DECS whose
Senior Notes participated in a successful remarketing will receive
remaining proceeds, if any, from that remarketing, after deduction
of the remarketing fee and the purchase price of the portfolio of
U.S. Treasury securities to be substituted for the Senior Notes as
a component of the Upper DECS.
                  
Headquartered in McLean, Virginia, Capital One Financial
Corporation -- http://www.capitalone.com-- is a bank holding  
company whose principal subsidiaries, Capital One Bank and Capital
One, F.S.B., offer consumer lending products and Capital One Auto
Finance, Inc., offers automobile and other motor vehicle financing
products. Capital One's subsidiaries collectively had 48.6 million
accounts and $79.9 billion in managed loans outstanding as of Dec.
31, 2004.  Capital One, a Fortune 500 company, is one of the
largest providers of MasterCard and Visa credit cards in the
world.  Capital One trades on the New York Stock Exchange under
the symbol "COF" and is included in the S&P 500 index.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2004,
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on Capital One Financial Corp. to
'BBB-' from 'BB+' and the long-term counterparty credit rating on
its bank subsidiaries, Capital One Bank, Falls Church, VA and
Capital One FSB, to 'BBB' from 'BBB-'. The short-term
counterparty credit ratings are affirmed at 'A-3'. At the same
time, Standard & Poor's revised the outlook to stable from
positive.

"The ratings action considers Capital One's successful navigation
through a challenging operating environment, the company's success
to-date in diversifying its business lines, the moderation of its
managed loan growth, and management's adoption of a long-term
strategy that considers further diversification," said Standard &
Poor's credit analyst John K. Bartko, C.P.A. Despite some
weakening of asset quality metrics due in large part to
opportunistic forays into subprime lending in late 2002 and into
early 2003, Capital One nevertheless navigated its way through a
challenging operating environment that, though not a deep
recession, saw sector competitors marginalized, credit quality
compromised, and regulatory scrutiny intensified.


CATHOLIC CHURCH: Tucson Wants until Sept. 19 to Solicit Votes
-------------------------------------------------------------
Since filing its Plan of Reorganization, the Diocese of Tucson has
endeavored to work closely with the fiduciary representative of
sexual abuse victim creditor constituencies including the Official
Committee of Tort Creditors, the Guardian Ad Litem, and the
Unknown Claims Representative, to negotiate consensual
confirmation of the Plan.  Tucson anticipates incorporating
modifications to the Plan suggested by the Committee and others.  
In addition to the progress toward achieving a consensual Plan,
Tucson has had other success in moving the case forward.  
Specifically, Tucson has made significant progress developing its
coverage claims against insurers.  

As a result of these efforts, certain of Tucson's insurers have
agreed to make substantial contributions to the estate.  Tucson is
now prepared to commence litigation against other insurers, in
part, as a result of information obtained from the cooperative
relationship with tort claimants and the Committee.  Moreover,
Tucson has entered into a court-approved, highly constructive
stipulation with certain litigation claimants that provide a
framework for a consensual Plan.

Despite the significant progress toward achieving a consensual
Plan, there remain significant steps that must occur before moving
forward with the Plan that cannot be achieved before the exclusive
period expires.  The most fundamental of these issues is
determining the universe of claims.

Until the universe of claims is determined after the bar date
passes on April 15, 2005, it will be impossible to determine plan
feasibility, analyze the potential number of unknown future
claims, or fully negotiate modifications necessary to achieve a
consensual Plan.

Pursuant to Section 1121 of the Bankruptcy Code, Tucson asks
Judge Marlar to extend the exclusive period for soliciting
acceptance of its Plan to September 19, 2005.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang, LLP, in
Tucson, Arizona, asserts that ample cause exists to extend the
Exclusive Solicitation Period since:

   (a) this is the first extension;

   (b) the case has not been pending for a long time, relative
       to its complexity;

   (c) Tucson has already filed a viable plan;

   (d) Tucson has made satisfactory progress negotiating with key
       creditors; and

   (e) Tucson is not seeking an extension of exclusivity to
       pressure creditors.

Ms. Boswell assures the Court that extending the Exclusive
Solicitation Period in Tucson's Chapter 11 case will facilitate
moving the case forward toward a fair and equitable resolution
because of the clarifying effect of the expiration of the bar date
on April 15, 2005.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CELESTICA INC: Moody's Lowers Credit Ratings After Review
---------------------------------------------------------
Moody's Investors Service has lowered the credit ratings of
Celestica Inc., concluding the review that was initiated on
December 10, 2004.  Specifically, the senior implied rating was
lowered to Ba3 from Ba2, the senior unsecured issuer rating was
lowered to B1 from Ba3 and the subordinated notes' senior
subordinated and LYONS, rating was lowered to B2 from Ba3.  The
SGL-1 liquidity rating was affirmed.  The rating outlook is
stable.

The downgrades were prompted by the Company's continued inability
to regain core profitability and self-fund operations, even after
accounting for the execution of successive restructuring plans
entailing significant headcount reductions, operational
streamlining and footprint shifts to low cost geographies in each
of the past four years dating back to 2001.

This rating action also reflects Moody's expectation that the
company will continue to operate at sub-optimal levels to its tier
1 EMS peers in terms of new program growth, profit margin levels
and cash flow generation through 2005.  Since Moody's one-notch
downgrade of the Company in June 2004, Celestica Inc., has
continued to struggle with excess capacity that has produced sub-
par 60% utilization levels due to its predominant dependence on
the demand challenged "big box" IT end markets.

While the Company has generated marked improvement since 2Q03
trough levels, with sales having increased from a quarterly run-
rate of $1.6 billion to $2.3 billion for the latest (seasonally
strong) 4Q04, its adjusted EBITDA, excluding non-recurring charges
has yet to exceed $100 million, a level routinely exceeded on and
before 2002 when sales were below this latest $2.3 billion
quarterly amount.

Incorporating the Company's inability to manage down working
capital investment, cash burn from operations experienced in six
of the past seven quarters, and the expectation for soft end-
market demand in 2005, Celestica Inc.'s core business risks and
most realistic projected operating performance over the next 4-6
quarters present levels of profitability, cash flow generation and
key credit metrics more reflective of a weak-Ba rated entity.

While the Company's ongoing restructuring initiatives may finally
attain the desired objectives, Moody's notes that its prior
periods of success have come up short in terms of profitability
recovery.  Further, while it is expected that these recently
announced initiatives will reverse the Company's trend of
unprofitable, cash burn results, the inherent operating
performance volatilities experienced over recent periods as well
as projected through 2005 are more appropriately captured within
this lowered ratings profile.

The Company's rating outlook is stable, reflecting Moody's
expectation that these recently announced restructuring
initiatives will provide the necessary framework for a return to
profitability and sustained self-funding of operations.

Offsetting the aforementioned fundamental business risks,
Celestica Inc., continues to possess a tier 1 EMS business model,
albeit one disproportionately challenged by subdued corporate IT &
telecom discretionary spend.  Since its trough operating
performance in the first half of 2003 (run-rate quarterly net
sales of $1.6 billion; 3.1% gross margin; 1.8% adjusted EBITDA
margin), the Company has realized impressive improvement driven by
the favorable end market diversification from the MSL acquisition,
exiting of unprofitable operations (i.e., ODM servers,
peripherals, power generation) and slow but steady realization of
more tangible benefits from prior restructuring activities.

As a result, the Company's latest 4Q04 (December) produced net
sales in excess of $2.3 billion, 6.0% gross margin and 3.9%
adjusted EBITDA margin, illustrating that Celestica Inc., remains
competitively positioned for organic growth as well as new program
wins.  The Company also maintains a fairly conservatively capital
structure, with debt totaling $840 million ($1.1 billion,
including sold receivables), net cash totaling $130 million ($170
million net debt balance, including sold receivables), total
leverage of 3.7x (includes sold receivables) and interest coverage
of 3.5x.

Celestica Inc.,'s ratings may be negatively impacted by one or a
combination of the following:

  (i) inability to widen and sustain EBITA profit levels;

(ii) inability to generate and sustain positive cash flow from
      operations;

(iii) unforeseen difficulties executing the aggregate
      restructuring initiatives;

(iv) inability to generate capital returns more closely aligned
      to tier 1 EMS peers; and
   
  (v) challenges addressing the August 2005 LYONS put.

Conversely, the outlook and ratings may be positively impacted by:

   (i) material recovery in margins to levels last seen during the
       pre-tech & telecom downturn period (gross in excess of
       6.5%; normalized EBITDA in excess of 4.5%);

  (ii) continued business model growth from legacy as well as
       newly emerged end markets; and

(iii) proven ability to generate and sustain meaningful, positive
       cash flow levels.

The ratings downgraded are:

  (i) $500 million 7.875% senior subordinate notes, due 2011,
      downgraded to B2 from Ba3;

(ii) $335 million (accreted value) subordinate, zero coupon
      liquid yield option notes (LYONS) yielding 3 3/4%, due 2020,
      downgraded to B2 from Ba3;

(iii) Universal shelf registration for unsecured senior,
      subordinated debt, and/or preferred stock, downgraded to
      (P)B1/(P)B2/(P)B3 from (P)Ba3/(P)Ba3/(P)B1;

(iv) Senior implied rating downgraded to Ba3 from Ba2; and

  (v) Senior unsecured issuer rating downgraded to B1 from Ba3.

The company's existing SGL-1 liquidity rating has been affirmed.

Headquartered in Toronto, Canada, Celestica Inc., is a global
leader providing electronics manufacturing services to original
equipment manufacturers in the information technology and
communications industries.  For the latest twelve months ended
December 2004, the company generated adjusted EBITDA (excluding
non-recurring charges) totaling $310 million from $8.8 billion in
net sales.


CHALK MEDIA: Closes $231,250 Private Equity Placement
-----------------------------------------------------
Chalk Media Corp. has completed a $231,250 private placement
originally announced on Dec. 14, 2004.  Pursuant to the private
placement Chalk Media has issued 1,027,779 Units at a price of
$0.225 per Unit.  Each Unit consists of one share and one-half
share purchase warrant.  The warrants have a two-year term, and
the exercise price for the warrants is $0.225 in the first year
and $0.30 in the second year.  The hold period for the securities
issued pursuant to the private placement expires on June 5, 2005.
Insiders of Chalk Media purchased approximately 50% of the private
placement.

Chalk Media produces network television & in-flight entertainment
programming and online training & marketing solutions.  The
company's television shows, ranging from Dave Chalk Computer Show
to Dave Chalk Connected, have won many awards and accolades and
have built a highly recognizable brand name.  Leveraging this
brand has allowed the company to build relationships with a
blue-chip customer base and provide them with custom online
training and marketing solutions.  Chalk Media's custom solutions
help industry-leading companies communicate more effectively with
their customers, distribution partners and employees.

With offices in Toronto, Ontario and Vancouver, British Columbia,
Chalk Media works with global organizations such as Samsung,
Intrawest, TELUS Mobility, RBC Financial, HSBC, Future Shop,
Terasen, Verizon, Sony, Bell Canada, Thomson Carswell and
Microsoft.

As of September 30, 2004, the Company had a CDN$225,559
stockholders' deficit compared to a $464,164 positive equity at
December 31, 2003.


CHESAPEAKE CORP: Earns $5.1 Million of Net Income in 4th Quarter
----------------------------------------------------------------
Chesapeake Corporation (NYSE: CSK) reported income from continuing
operations for the fourth quarter of 2004 of $5.1 million,
compared to income from continuing operations for the fourth
quarter of 2003 of $10.0 million.

For the full-year 2004, income from continuing operations was
$11.3 million, compared to income from continuing operations for
the full-year 2003 of $22.1 million.  Results for the full- year
2004 included costs of $6.2 million, net of income taxes, related
to the early extinguishment of debt.  Results for the full-year
2003 included a gain of $7.7 million, net of income taxes, from
the settlement of indemnification obligations related to the sale
of the company's former kraft products mill in West Point, Va.
Before the costs related to the extinguishment of debt and the
gain from settlement of indemnification obligations, income from
continuing operations was $17.5 million,  for the full-year 2004
and $14.4 million, for the full-year 2003.

"Although 2004 presented us with challenges, we achieved solid
results in two of our key markets," said Thomas H. Johnson,
Chesapeake's chairman & chief executive officer.  "Our plastic
packaging business reported significant growth in 2004 and we
extended our leadership position in the European pharmaceutical
and healthcare paperboard packaging market.  We were pleased by
the improved sales volume in international and branded packaging
in the second half of the year relative to 2003 as customer demand
increased for alcoholic drinks packaging.  Additionally, we
benefited from our focus on cash generation in 2004 as cash flow
available for shareholders and debt reduction increased to $74
million, up from $43 million in 2003.  While the overall
performance of our paperboard packaging segment was negatively
impacted by startup expenses at our two new plants in Germany and
equipment installation issues, we believe that we have made good
progress toward resolving these issues.

"To further strengthen our balance sheet in 2004 we issued 4.05
million shares of common stock and used the net proceeds to redeem
40 million pounds Sterling principal amount of our 10.375% senior
subordinated notes and to pay down our senior credit facility.  We
also completed a public offering of euro 100 million principal
amount of 7% senior subordinated notes and used a portion of the
net proceeds to retire approximately $66.8 million of our 7.20%
senior debentures that were scheduled to come due in March 2005.

"We concluded 2004 by announcing several senior management
changes.  In 2005 we will continue to focus on implementing our
long-term strategic plans, our operational programs and our key
marketing initiatives with the objectives of growing our business
and generating cash while improving our cost position. We expect
earnings for 2005 to be in the range of $0.90 to $1.20 per share,
net cash provided by operating activities to range from $70
million to $90 million and capital expenditures to range from $40
million to $50 million."

                      Segment Results

The following discussion compares the results of the business
segments for the fourth quarter and full-year 2004 to the fourth
quarter and full-year 2003.

    Paperboard Packaging

    a. Net sales for the paperboard packaging segment were $227.1
       million for the fourth quarter of 2004, an increase of
       $19.7 million, or 9 percent, over the comparable period in
       2003. Approximately $18.6 million of the increase was due
       to favorable changes in foreign currency exchange rates.
       The remaining increase in net sales quarter over quarter
       was due primarily to increased volume across most of the
       paperboard packaging segment, offset in part by reduced
       volume and prices in pharmaceutical and healthcare   
       packaging and reduced volume in luxury packaging.

    b. Net sales of $864.7 million for the full-year 2004 I
       increased by $111.3 million, or 15 percent, over net sales
       for the full-year 2003. Approximately $84.7 million of the
       increase was due to favorable changes in foreign currency
       exchange rates. The remaining increase resulted primarily  
       from increased volume in pharmaceutical and healthcare
       packaging during the first half of the year, recovery in
       alcoholic
       drinks packaging in the international and branded packaging
       market in the second half of the year and increased volume
       in food and household packaging. The increase was offset in
       part by reduced volume in luxury packaging and lower volume
       in tobacco packaging from reduced customer shipments to
       Asian markets in 2004.

    c. Earnings before interest and taxes (EBIT) for the
       paperboard packaging segment was $9.9 million for the  
       fourth quarter of 2004, a decrease of $10.3 million, or 51
       percent, from the comparable period in 2003. Results for   
       the fourth quarter of 2003 included a gain of $4.2 million
       from an insurance claim for equipment damaged in a fire.
       The remaining decrease in EBIT for the fourth quarter of
       2004 compared to the prior- year period was due primarily   
       to price pressure in the paperboard packaging segment,
       particularly in food and household packaging, and
       reduced volume in luxury and pharmaceutical and healthcare  
       packaging.  The decrease was partially offset by favorable
       changes in foreign currency exchange rates of $0.9 million.

    d. EBIT for the full-year 2004 was $48.4 million, a decrease
       of $12.0 million, or 20 percent, from the full-year 2003.
       Excluding the gain from the insurance claim mentioned
       above, the remaining decrease in EBIT for the paperboard
       packaging segment for the full-year 2004 was due
       primarily to reduced volume in international and branded
       packaging during the first half of the year, significant
       volume decline in luxury packaging, start-up costs for the
       two new German facilities and incremental manufacturing
       costs related to the installation of new equipment. The
       decrease was partially offset by increased volume in
       pharmaceutical and healthcare packaging during the first    
       half of the year and favorable changes in foreign currency  
       exchange rates of $5.1 million.

Plastic Packaging

    a. Net sales for the plastic packaging segment were $45.1
       million for the fourth quarter of 2004, an increase of $7.5
       million, or 20 percent, over the fourth quarter of 2003,
       and $167.0 million for the full-year 2004, an increase of
       $34.8 million, or 26 percent, over full-year 2003.
       Changes in foreign currency exchange rates increased net
       sales by approximately $3.6 million for the fourth quarter
       of 2004 and by approximately $17.3 million for the full-
       year 2004. Excluding the effects of changes in foreign
       currency exchange rates, the increase in net sales for the
       fourth quarter of 2004 was primarily due to increased
       volume in specialty chemical packaging from an expanded    
       customer base and increased volume in food and beverage
       packaging. The increase in net sales for the full-year 2004
       before changes in foreign currency exchange rates was due
       primarily to increased volume in specialty chemical
       packaging resulting from a strong agrochemical season and   
       from an expanded customer base.

    b. EBIT for the fourth quarter of 2004 for the plastic
       packaging segment was $10.2 million, an increase of $6.6  
       million, or 183 percent, over the comparable period in
       2003.  EBIT for the full-year 2004 was $23.1 million, an
       increase of $10.7 million, or 86 percent, over the full-
       2003. The results for the fourth quarter and full-year 2004
       included a  gain of $5.8 million from the sale of non-
       strategic land in this  segment. Changes in foreign  
       currency exchange rates increased EBIT for this segment by  
       $0.8 million for the fourth quarter of 2004 and $2.3
       million for the full-year 2004 compared to the prior-year
       periods.

Other Information

    a. During the fourth quarter of 2004, the company completed a
       public offering of euro 100 million principal amount of 7%
       senior subordinated notes due 2014 under its effective
       shelf registration statement filed  with the Securities and
       Exchange Commission.  The net proceeds from the sale of
       these notes, after deducting discounts, commissions and
       expenses, were approximately $130.8 million.  The company
       used the net proceeds to retire approximately $66.8 million
       principal amount, or 78.5 percent, of its outstanding $85.0
       million aggregate principal amount of
       7.20% notes due Mar. 15, 2005, pursuant to a tender offer,    
       to repay outstanding borrowings under its senior credit
       facility and to pay related fees, expenses and premiums. In
       connection with the tender offer, the company incurred a
       loss on the extinguishment of debt of $1.2 million, or $0.8
       million net of income taxes.

    b. During 2004, the company redeemed 40 million pounds
       Sterling principal amount of its 10.375% senior
       subordinated notes due 2011, which resulted in a loss on
       the extinguishment of debt of $8.4 million, or $5.4 million
       net of income taxes. The redemption of the notes was funded
       with a portion of the net proceeds from the company's
       public offering of approximately 4.05 million shares of its
       common stock. The remaining net proceeds from the public
       offering of approximately $9.0 million were used to repay
       outstanding borrowings under the company's senior bank
       credit facility.

    c. As previously reported, the company completed the
       liquidation of its land development segment in the first
       quarter of 2004 and, accordingly, the results for that
       segment for both the current-year periods and the      
       prior-year periods have been reported as discontinued
       operations. Income from discontinued operations, net of
       taxes, was $1.0 million for the fourth quarter of 2003 and
       $4.4 million for the full-year 2003 from the sale of land
       marketed to third parties for residential and commercial
       development, real estate investment and land conservation.

    d. Net interest expense was $8.5 million for the fourth
       quarter of 2004 and$37.1 million for the full-year 2004
       compared to $10.0 million for the fourth quarter of 2003
       and $42.3 million for the full-year 2003. The decrease in
       net interest expense for both the fourth quarter and full-
       year 2004 was due primarily to the redemption of 40 million
       pounds Sterling principal amount of 10.375% senior  
       subordinated notes.

    e. For the full-year 2004, the company's income taxes were
       reduced by approximately $3.4 million related to the costs
       of the early extinguishment of debt, by approximately $3.3
       million related to  favorable settlements of 1998 to 2002
       U.S. Internal Revenue Service tax audits and 1999 to 2001
       U.K. Inland Revenue tax audits, and by approximately $0.8
       million related to a reduction in deferred taxes due
       to a reduction in the Belgian statutory tax rate.

    f. Cash flow available for shareholders and debt reduction
       totaled $73.7 million for the full-year 2004, an increase
       of $30.4 million over the full-year 2003. Cash flow   
       available for shareholders and debt reduction
       included U.S. income tax refunds of $21.5 million for the   
       full-year 2004 and $11.1 million for the full-year 2003.

    g. Total debt, net of cash, at January 2, 2005, was $374.6
       million compared to $475.0 million at December 28, 2003.
       The decrease in total debt, net of cash, was primarily a
       result of the proceeds of the equity offering and the
       increase of cash generated by the company's businesses.   
       These decreases were offset in part by changes in foreign
       currency exchange rates that increased reported net debt by
       approximately $33.4 million at  the end of fiscal-year 2004
       compared to the end of fiscal-year 2003.

                        About the Company

Chesapeake Corporation is a leading international supplier of
value-added specialty paperboard and plastic packaging with
headquarters in Richmond, Va.  The company is one of Europe's
premier suppliers of folding cartons, leaflets and labels, as well
as plastic packaging for niche markets.  Chesapeake has more than
50 locations in Europe, North America, Africa and Asia and employs
approximately 6,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2004,
Moody's Investors Service rated Chesapeake Corporation's new
EUR100 million Senior Subordinated Notes B2. Chesapeake intends to
use the net proceeds from this issue to fund a tender offer of its
$85.0 million 7.2% senior unsecured debentures due March 15, 2005,
with the balance available for general corporate purposes which
may include funding near term debt maturities. Should the tender
offer be successful, Moody's will withdraw the applicable rating.
Moody's also affirmed Chesapeake's Ba3 senior implied and B1
senior unsecured and issuer ratings. The outlook remains stable.


CHL MORTGAGE GROUP: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: CHL Mortgage Group, Inc.
                2000 Crow Canyon Place #220
                San Ramon, California 94583

Involuntary Petition Date: February 2, 2005

Case Number: 05-40438

Chapter: 11

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Petitioner's Counsel: Penelope W. Parmes, Esq.
                      Law Offices of Rutan and Tucker
                      611 Anton Boulevard #1400
                      Costa Mesa, CA 92626
                      Tel: 714-641-5100
         
   Petitioner                        Claim Amount
   ----------                        ------------
First Horizon Home Loans Corp.         $5,270,518
4000 Horizon Way
Irving, TX 75063


CNH GLOBAL: Earns $26 Million of Net Income in Fourth Quarter
-------------------------------------------------------------
CNH Global N.V. (NYSE: CNH) reported a fourth quarter 2004 net
income of $26 million, compared to a fourth quarter 2003 net loss
of $111 million.  These results include restructuring charges, net
of tax, of $22 million and $140 million, respectively, in the two
periods.  Fourth quarter 2004 basic earnings per share were $.19
($.11 per diluted share), compared to a net loss of $.84 per share
($.84 per diluted share) in the fourth quarter of 2003.

For the full year, CNH's net income of $125 million in 2004
compares to a net loss of $157 million in 2003.  These results
include restructuring charges, net of tax, of $68 million and $187
million, respectively, in the two periods.  Basic earnings per
share for the year were $.94 ($.54 per diluted share), compared to
a net loss of $1.19 per share ($1.19 per diluted share) in
2003.

Excluding restructuring charges, net of tax, CNH reported net
income of $193 million in 2004, compared to net income of
$30 million in 2003.  This $163 million year-over-year improvement
exceeded the company's expectations.  The improvement was achieved
despite lower fourth-quarter sales of agricultural equipment,
primarily due to overall destocking of dealer and company
inventories, mainly of combines in North America following the
closure of the East Moline assembly plant.

"The people of CNH can be proud of their accomplishments in 2004,"
said Paolo Monferino, president and chief executive officer.  "The
year brought our merger-related initiatives to a successful close.  
While we see new challenges on the horizon, largely from the
escalation of some material costs, especially steel, and the
softening of some of our major markets, we now face these
challenges from a stronger position, and we expect continued
growth in revenue and net income in 2005."
    
                      CNH Outlook for 2005

For the full year 2005, CNH expects net sales of equipment to
increase by about 5%.  However, the company believes it will
continue to face higher material costs in the beginning of the
year, availability issues for some components and commodities,
and, in general, higher volatility of market conditions.  CNH
remains committed to its goal of generating $500 million of
efficiencies in the 2005 to 2007 period.  Because of the
distribution of CNH's worldwide manufacturing operations and its
global sourcing patterns, the company believes its net results are
not unduly exposed to currency-rate variations.

In total, considering all of these factors, the company expects a
year-over-year profit improvement of about 15%, depending upon
market conditions and commodity cost evolution.  However, for the
first quarter of 2005, the company believes its net income before
restructuring costs should be approximately at the same level as
last year in spite of the recent steel cost increases and a
planned smaller seasonal inventory build, mainly for combines in
the Americas.
    
CNH -- http://www.cnh.com/-- is the power behind leading  
agricultural and construction equipment brands of the Case and New
Holland brand families. Supported by more than 12,000 dealers in
more than 160 countries, CNH brings together the knowledge and
heritage of its brands with the strength and resources of its
worldwide commercial, industrial, product support and finance
organizations.      

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2004,
Standard & Poor's Ratings Services revised its outlook on CNH
Global N.V, to negative from stable, following that same outlook
action taken by Standard & Poor's on parent company, Italy-based
Fiat SpA (BB-/Negative/B).   At the same time, Standard & Poor's
affirmed its 'BB-' corporate credit rating on CNH.


COMFED MORTGAGE: Moody's Reviews Two Certs. for Possible Downgrade
------------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade two certificates from two transactions, issued by Comfed
Mortgage in 1987 and 1988.  The transactions are backed by
adjustable-rate mortgage loans.

The two subordinated certificates are placed on review for
possible downgrade because of weak performance of the underlying
loans with historical and expected cumulative losses exceeding
original expectations.  The class A certificates have taken write-
downs on both transactions.

Moody's complete rating actions are:

   -- Issuer: Mortgage Pass-Through Certificates

   -- Seller: Comfed Savings Bank

The ratings on review for downgrade are:

   * Series 1987-01; Class A, current rating Ba2, under review for
     possible downgrade

   * Series 1988-01; Class A, current rating Ba3, under review for
     possible downgrade


CPI HOLDCO: Moody's Junks Rating on $80MM Sr. Floating Rate Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$80 million of senior floating rate notes to be issued by CPI
HoldCo, Inc., and affirmed the existing ratings of its subsidiary,
Communications & Power Industries, Inc.  In addition, Moody's
lowered the senior implied rating from B1 to B2 and the senior
unsecured issuer rating from B2 to Caa1 while moving both ratings
from Communications & Power Industries to CPI Holdco.  The ratings
outlook remains stable.

Proceeds from the $80 million of floating rate notes are expected
to be used to pay a $75 million dividend to the shareholders of
CPI Holdco plus related fees and expenses.  Cash interest payments
on the floating rate notes are expected to be funded by
distributions from Communications & Power to CPI Holdco.  The
notes are expected to be sold in accordance will Rule 144A of the
Securities Act of 1933.

Moody's assigned the ratings to CPI Holdco:

   * $80 million Senior Floating Rate Notes rated at Caa1;

   * Senior Implied rated at B2;

   * Senior Unsecured Issuer Rating rated at Caa1.

Moody's affirmed the ratings of Communications & Power:

   * $40 million Senior Secured Revolving Credit Facility due 2010
     rated at B1;

   * $86 million Senior Secured Term Loan B due 2010 rated at B1;

   * $125 million Senior Subordinated Notes due 2012 rated at B3.

Moody's has withdrawn ratings of Communications & Power:

   * Senior Implied rated B1;

   * Senior Unsecured Issuer Rating rated B2.

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

The ratings reflect significant leverage; the Company's exposure
to potential changes in government spending policies; the
potential for advances in existing technology or new technologies
to affect demand for its products; and the Company's modest
revenue base and limited financial resources compared to its
larger industry competitors.

The ratings benefit from the Company's strong market position in
diverse end user markets; critical nature of vacuum electron
devices in military applications; high barriers to entry; the
company's sole provider status on about 50% of sales; stable and
recurring revenue stream from spares and repairs which represent
over 50% of sales; broad and established customer base; favorable
industry growth trends in key markets; and significant order
backlog of about $180 million at October 1, 2004.

The senior implied rating and senior unsecured issuer rating have
been withdrawn from Communications & Power and assigned to CPI
Holdco to reflect the proposed issuance of the floating rate notes
by CPI Holdco.  The downgrade of the senior implied rating to B2
reflects the increase in leverage and weaker credit metrics of CPI
Holdco pro forma for the financing.

For the fiscal year ended October 1, 2004, Debt to EBITDA
(excluding purchase accounting adjustments and merger expenses)
was 3.9 times and would increase to about 5.4 times on a pro forma
basis. Pro forma for the refinancing, free cash flow to debt
(excluding merger expenses) for the 2004 fiscal year would have
been about 6%.

The affirmation of the B1 rating on the senior secured credit
facility of CPI reflects the improved financial performance of CPI
during last fiscal year ended October 1, 2004 where revenues grew
6% and EBITDA margins, excluding purchase accounting adjustments
and merger expenses, improved to 19% from 18% in the prior fiscal
year.

The senior secured credit facility is notched one level above the
senior implied rating reflecting the loss absorption support of
the senior subordinated notes, the proposed floating rate notes
and the diminished equity base.  The affirmation of the B3 rating
on the senior subordinated notes reflects Moody's view of adequate
enterprise value to cover these notes in the event of default.

The proposed senior floating rate notes of CPI Holdco will not be
guaranteed by any of CPI Holdco's subsidiaries and will be
structurally subordinated to all existing and future indebtedness
and other liabilities of CPI Holdco's subsidiaries.  The notes
will rank equally with all existing and future senior debt of CPI
Holdco and will be senior to all existing and future subordinated
debt of CPI Holdco.

The stable ratings outlook reflects the expectation of modest
revenue growth and improving cash flow from operations as the
company benefits from consistent demand for its products in key
end user markets.  Moody's expects the Company to use free cash
flows to reduce borrowings under its secured credit facility.

The ratings or outlook could be pressured if the company loses
significant market share to a competitor in a key market; a change
in government spending priorities or a new technology causes a
reduction in demand for its products; or the company significantly
increases leverage due to a large acquisition or recapitalization.
The ratings or outlook would likely benefit from an improvement in
operating performance which results in a sustainable level of free
cash flow to debt of at least 10% and leverage declining to about
4 times.

Headquartered in Palo Alto, California, Communications & Power
Industries, Inc., is the leading manufacturer and distributor of
vacuum electron devices and other related equipment for defense
and commercial applications requiring the generation and control
of high power and high frequency microwave and radio signals.
Revenue for the fiscal year ended October 1, 2004 was about $282
million.


CUA AUTOFINDER LLC: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: CUA Autofinder, LLC
        aka Credit Union Autofinders
        428 Poplar Street
        Macon, Georgia 31201

Bankruptcy Case No.: 05-50480

Type of Business: The Debtor assists prospective buyers in the
                  purchase of new or old vehicles.
                  See http://www.autofinders.com/

Chapter 11 Petition Date: February 4, 2005

Court:  Middle District of Georgia (Macon)

Judge:  Robert F. Hershner, Jr.

Debtor's Counsel: Wesley J. Boyer, Esq.
                  Katz, Flatau, Popson & Boyer, LLC
                  355 Cotton Avenue
                  Macon, Georgia 31201-2687
                  Tel: (478) 742-6481

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Steven F. Strickland             Note                 $1,000,000
[Address not Provided]           subject to offset &
                                 deficiencies note &
                                 consulting
                                 agreement
                                 ($500,000 same
                                 as CAA note)

CUA, Inc.                        Note                   $500,000
3405 Piedmont Road
Northeast, Suite 450
Atlanta, GA 30305

Viacom Outdoor, Inc.                                     $18,000
c/o Cheifetz, Lannitelli,
Marcolini, PC
Shaleen D. Brewer, Esq.
230 Park Ave, 10th Floor
New York, NY 10169

Alabama Power                                             $3,000

Reynolds & Reynolds              Computer Lease           $3,000

Nuvox Communications                                      $2,800

Alabama Telephone                                           $170

Georgia Telco Credit Union       Contract Exposure       Unknown
Attn: Valerie Bingham
PO Box
Atlanta, GA

Lockheed Federal Credit Union    Contract Exposure       Unknown
430 Commerce Park Dr
PO Box 1188
Marietta, GA 30061

Rick Hamade                      Employee                Unknown
c/o Michael S. Puglise, Esq.
1387 Scenic Hwy
Snellville, GA 30078

Alabama Power Credit Union       Contract Exposure       Unknown
[Address not provided]

Teachers Insurance and Annuity   lease for office        Unknown
Association                      unknown liability
[Address not provided]

Various auto dealers             Contracts               Unknown
[Address not provided]


DONNKENNY INC: Files for Chapter 11 Protection in S.D. New York
---------------------------------------------------------------
Donnkenny, Inc., and four of its subsidiaries, filed voluntary
chapter 11 petitions in the United States Bankruptcy Court for the
Southern District of New York, Manhattan division, yesterday,
Feb. 7, 2005, to effectuate an asset sale after its lender said it
will stop funding the Company's operations.

As of Dec. 31, 2004, the Company was not in compliance with the
monthly financial covenants buried in its $65 million credit
facility with CIT/Commercial Services.  

All of Donnkenny's cash and liquidity requirements to operate its
business are provided through the Credit Agreement.  Accordingly,
the Company is wholly dependant upon CIT to provide credit for the
operation of its business.  Absent CIT's continued support and
adequate funding, Donnkenny says it will have inadequate working
capital and funding to operate its business and will cease to
operate as a going concern.

                        The Credit Facility

On June 29, 1999, Donnkenny, Inc., and its operating subsidiaries
entered into a Credit Agreement with CIT Group/Commercial
Services.  The Credit Agreement initially provided the Company
with a $75 million facility comprised of a $72 million revolver
with sub-limits up to $52 million for direct borrowings,
$35 million for letters of credit, certain overadvances and a $3
million term loan which was paid in full as of June 30, 2002.

The Credit Agreement provides for advances of:

    (i) up to 90% of eligible accounts receivable plus

   (ii) up to 60% of eligible inventory plus

  (iii) up to 60% of the undrawn amount of all outstanding letters
        of credit plus

   (iv) allowable overadvances.

Collateral for the Credit Agreement includes a first priority lien
on all accounts receivable, machinery, equipment, trademarks,
intangibles and inventory, a first mortgage on all real property
and a pledge of the Company's stock interest in its operating
subsidiaries, Donnkenny Apparel, Inc. and Beldoch Industries
Corporation.  The Credit Agreement contains numerous financial and
operational covenants, including limitations on additional
indebtedness, liens, dividends, stock repurchases and capital
expenditures.  In addition, the Company is required to maintain
specified levels of tangible net worth and comply with a
requirement for minimum earnings before depreciation,
amortization, interest and taxes (EBITDA) and a minimum interest
coverage ratio.

                        Prior Defaults

Effective June 30, 2003, the Company through an Amendment and
Waiver Agreement dated August 11, 2003, extended the Credit
Agreement to June 30, 2007.  This Amendment provided the Company
with a $65 million facility; the sub-limits remained the same as
in the original Credit Agreement.  The interest rate on the
revolving credit borrowings is the current prime rate plus one and
one-quarter percent (6.00% at September 30, 2004).

As previously reported, on December 31, 2003 and June 30, 2004,
the Company was not in compliance with the financial covenants
contained in the Credit Agreement.  In each instance, the Lender
has waived these events of non-compliance.

As of September 30, 2004, the Company was not in compliance with
the quarterly financial covenants.  Through an Amendment and
Waiver Agreement dated October 1, 2004, the Lender agreed to waive
the Company's non-compliance with its September 30, 2004 quarterly
financial covenants.  This Amendment and Waiver Agreement amended
the financial covenants to provide that these covenants will be
evaluated by the Lender monthly rather than quarterly beginning
October 31, 2004.  For the month ended October 31, 2004, the
Company continued not to be in compliance with the Credit
Agreement financial covenants.  The Lender has waived this non-
compliance.

In November 2004, Donnkenny indicated it didn't expect to be in
compliance with its financial covenants for the balance of 2004.
The company's prediction came true.  In November, the Company paid
CIT a $25,000 fee to waive the then-existing defaults.

                      Factoring Agreement

The Company also has a factoring agreement with CIT
Group/Commercial Services.  The factoring agreement provides for a
factoring commission equal to .35% of gross sales, plus certain
customary charges.  The factoring agreement renews annually in
June each year unless either party to the agreement gives
appropriate notice of non-renewal.

                           Asset Sale

In early December 2004, the Debtors entered into a non-binding
agreement with Donn K Acquisition LLC to sell certain of its
assets including its Nicole Miller(R) and Pierre Cardin(R)
Licensed Products.  On Feb. 4, 2005, Donn K provided the Debtors
with a $500,000 deposit following an asset purchase agreement that
sets forth the terms of the asset sale.

"[Donnkenny] has filed [these] chapter 11 cases to effectuate the
Sale of the Assets to [Donn K]," Daniel H. Levy, the Debtors'
chief executive officer, said.  "CIT has advised the [Company]
that it will not continue to fund operations beyond the date the
Court approves the Sale of the Assets," he said.

The Debtors filed certain bidding procedures with the Court along
with its Plan and related Disclosure Statement.  The Debtors
requested a shortened notice requirements on the disclosure
statement hearing to ensure that the Debtors are able to confirm
the Plan by the time the Court approves the sale.  

Headquartered in New York City, Donnkenny, Inc., and its debtor-
affiliates design, import, and market broad lines of moderately
and better priced women's clothing.  The Debtors filed for chapter
11 protection on Feb. 7, 2005 (Bankr. S.D.N.Y. Case No. 05-10712
through 05-10716).  Bonnie Steingart, Esq., Kalman Ochs, Esq., and
Christopher R. Bryant, Esq., at Fried, Frank, Harris, Shriver &
Jacobson LLP represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $45,670,000 in total assets and $100,100,000 in total
debts.


DONNKENNY INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Donnkenny, Inc.
             1411 Broadway
             New York, New York 10018

Bankruptcy Case No.: 05-10712

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Beldoch Industries Corporation             05-10713
      Christiansburg Garment Company, Inc.       05-10714
      Donnkenny Apparel, Inc.                    05-10715
      H Squared Dispositions, Inc.               05-10716

Type of Business: The Debtors design, import, and market broad
                  lines of moderately and better priced women's
                  clothing.  Almost all of the Debtors' products
                  are produced abroad and imported into the U.S.,
                  principally from Bangladesh, China, Guatemala,
                  Hong Kong, India, Korea, Mexico, Nepal, and
                  Vietnam.

Chapter 11 Petition Date: February 7, 2005

Court:  Southern District of New York (Manhattan)

Judge:  Robert D. Drain

Debtors' Counsel: Bonnie Steingart, Esq.
                  Kalman Ochs, Esq.
                  Christopher R. Bryant, Esq.
                  Fried, Frank, Harris, Shriver & Jacobson LLP
                  One New York Plaza
                  New York, New York 10004
                  Tel: (212) 859-8004
                  Fax: (212) 859-8585

Special Corporate
and Securities
Counsel:          Mintz & Gold, LLP

Independent
Auditors and
Accountants:      Mahoney, Cohen & Company, CPA, P.C.

Restructuring
Consultants:      Alvarez & Marsal, LLC

Noticing Agent:   Donlin, Recano & Company, Inc.

Consolidated Financial Condition as of September 30, 2004:

      Total Assets: $45,670,000

      Total Debts:  $100,100,000

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
RMI, Inc.                                     $727,843
460 Veterans Drive
Burlington, NJ 08016
Attn: Alan Wallace
Tel: (609) 315-6000

1411 Trizec Swig LLC                          $496,556
PO Box 6736, Church Street Station
New York, NY 10249
Attn: Rosetta Lombardo
Tel: (212) 382-9307

Sharon Wax                                    $475,890
P.O. Box 861
Alpine, NJ 07620
Tel: (201) 767-1154

Susan Kroll                                   $461,683
305 East 40th Street, Apartment 7R
New York, NY 10016
Tel: (212) 953-6828

Elissa Bromer                                 $400,000
5 Dolma Road
Scarsdale, NY 10583
Tel: (914) 725-7720

DHL Danza Air and Ocean                        $90,914
P.O. Box 7247-6745
Philadelphia, PA 19170-6745
Attn: Paul Ernst
Tel: (973) 639-1989

Plan4Demand Solutions, Inc.                    $54,623
PO Box 200402
Pittsburgh, PA 15251

Coordinating Office, Inc.                      $43,325
1330 Avenue of the Americas 19th Floor
New York, NY 10019

Carolina Trade Zone                            $42,207
1028 Legrand Boulevard
Charleston, SC 29492

CSA Group                                      $41,008
One Greentree Centre, Suite 201
Marlton, NJ 08053

Jessilyn Personnel, Inc.                       $40,125
450 Seventh Avenue, Suite 919
New York, NY 10123

Manhattan Associates                           $39,651
P.O. Box 102851
Atlanta, GA 30368

Camela                                         $35,210
Cicha 5
Watbrzych 58-300
Poland

Marubeni America Corporation                   $35,096
CIT Group / Commercial Services

Hurtownia "GTO"                                $34,314
UL: Syrokomli 1A
Rzeszow 35-210
Poland

Clo-Shure                                      $33,922
5301 Tacony Street, Box 208
Philadelphia, PA 19137

Fox Unlimited, Inc.                            $27,153
345 7th Avenue
New York, NY 10001

Jaral Fashion Personnel Consultants, Inc.      $27,000
P.O. Box 498
Springfield, NJ 07081-0498

Polconfex                                      $25,698
Wolczanska 14/16
Lodz 90-950
Poland

Treasurer of Wythe County                      $24,976
225 South Fourth Street, Room 104
Wytheville, VA 24382-2594
Contact: Walter Crockett
(276) 223-6700


DOUBLECLICK INC: Inks Partnership with Narragansett Technologies
----------------------------------------------------------------
DoubleClick Inc. (NASDAQ:DCLK), the leading provider of marketing
tools for advertisers, direct marketers and web publishers,
reported a strategic alliance with Narragansett Technologies, a
provider of online marketing software solutions.

"More and more customers are requesting survey functionality and
we look forward to partnering with Narragansett to provide these
solutions to our customer base," said Eric Kirby, VP and GM
Strategic Services, DoubleClick Inc.

DoubleClick will extend its DARTMail marketing solution with
SensorPro, Narragansett Technologies' email and web-based survey
application.  With SensorPro, online survey results are available
in real time to help focus your marketing program or gain insights
on your customer's preferences.  By using SensorPro with
DoubleClick's email marketing solution, companies can react to
customer responses decisively and immediately.  The integration
provides companies with revenue enhancing results and
functionality:

     a. Full survey results with cross-tabulation and comparison
        between surveys in real-time

     b. Emails opened, impressions, click through rates, bounce-
        back rates, opt-outs

     c. Deploy the survey in the body of an email, on a website or
        on a dynamic microsite

     d. Build surveys based on search engine knowledge base for
        better targeted advertising

     e. Segment audience based on survey responses to send out
        even more targeted online communications.

     f. Obtain customer, partner or employee satisfaction levels,
        product or service evaluations, web site assessments and
        segmentation/content analysis.

     g. Proven response rates to email surveys of between 25% and
        50% achieved by existing deployments.

"A comprehensive survey tool such as SensorPro, in conjunction
with DoubleClick's email marketing software, provides companies
with a better insight into the people that matter most to their
business -Customers-" said Tony Frattaroli, CEO of Narragansett
Technologies.  "Understanding customer opinion and behavior is a
key factor in any company's success."

                 About Narragansett Technologies
  
Narragansett Technologies is a leading provider of online
marketing software solutions including SpinnakerPro, an email
marketing application and SensorPro, a web and email-based survey
application, to a global customer base such as ATI, Konica
Minolta, Kyocera, Thomson and the Leading Hotels of the World
Group. The product won the TMC 2003 Customer Interaction Award.
Powerful and scalable, this marketing technology platform enables
improved deliverability, relevance and responsiveness of online
communications and campaigns.  Built from the ground up on the
Microsoft .NET platform, utilizing C# and Web Services
technologies, the products can be licensed or deployed as an ASP.

                        About the Company

DoubleClick -- http://www.doubleclick.net/-- is the leading  
provider of solutions for advertising agencies, marketers and web
publishers to plan, execute and analyze their marketing programs.  
DoubleClick's marketing solutions - - online advertising, search
engine marketing, affiliate marketing, email marketing, database
marketing, data management and marketing resource management - -
help clients yield the highest return on their marketing dollar.  
In addition, the company's marketing analytics tools help clients
measure performance within and across channels.  DoubleClick Inc.
has global headquarters in New York City and maintains 23 offices
around the world.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2004,
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on DoubleClick Inc. on CreditWatch with negative
implications following the company's announcement that it has
retained Lazard Freres & Co. to explore strategic options,
including a sale of part or all of its businesses,
recapitalization, extraordinary dividend, share repurchase or a
spin-off.  The announcement followed the company's downward
revision of its 2004 operating outlook last week.

The New York, New York-based online advertising technology
provider had total debt outstanding of $135 million at
Sept. 30, 2004.


ENERSYS INC: Hosting Third Quarter Conference Call on Feb. 17
-------------------------------------------------------------
EnerSys, Inc. (NYSE: ENS) will host a conference call to discuss
the company's third fiscal quarter 2005 financial results and to
provide an overview of the business.  The call will conclude with
a question and answer session.

The call, scheduled for Thursday, February 17 at 9:00 a.m. Eastern
Time, will be hosted by John D. Craig, Chairman, President & Chief
Executive Officer and Michael T. Philion, Executive Vice President
- Finance & Chief Financial Officer.

The call will also be Webcast on EnerSys' website.  There will be
a free download of a compatible media player on the company's web
site at http://www.enersys.com/
    
      The conference call information is:
    
      Date:                         Thursday, February 17, 2005
      Time:                         9:00 a.m. Eastern Time
      Via Internet:                 http://www.enersys.com/
      Domestic Dial-In Number:      800-901-5213
      International Dial-In Number: 617-786-2962
      Passcode:                     82654084
    
A replay of the conference call will be available from 11:00 a.m.
on February 17, 2005 through midnight on March 10, 2005.
    
      The replay information is:
    
      Via Internet:                http://www.enersys.com/
      Domestic Replay Number:      800-286-8010
      International Replay Number: 617-801-6888
      Passcode:                    45303701
    
For more information, please contact Richard Zuidema, Executive
Vice President, EnerSys, PO Box 14145, Reading PA  19612-4145.
Tel: 800/538-3627
    
EnerSys, Inc., manufactures, distributes and services reserve
power and motive power batteries, chargers, power equipment, and
battery accessories to customers worldwide.  Reserve power
batteries are used in the telecommunications and utility
industries, uninterruptible power suppliers, and numerous
applications requiring standby power.  Motive power batteries are
utilized in electric fork trucks and other commercial electric
powered vehicles.  The Company also provides aftermarket and
customer support services to its customers from over 100 countries
through its sales and manufacturing locations around the world.

                         *     *     *

As reported in the Troubled Company Reporter on August 5, 2004,
Standard & Poor's Ratings Services raised its corporate credit
rating on industrial battery manufacturer EnerSys (formerly
EnerSys Holdings Inc.) and its EnerSys Capital Inc. unit to 'BB'
from 'BB-'.

At the same time, Standard & Poor's raised its senior secured bank
loan rating on EnerSys Capital's $480 million senior secured
first-lien credit facility to 'BB' and affirmed its recovery
rating of '4'.  The bank facility consists of a $100 million
revolving credit facility due 2009 and a $380 million term loan
due 2011.

All ratings were removed from CreditWatch, where they were placed
on June 2, 2004. Standard & Poor's also withdrew its rating on the
Reading-Pennsylvania-based company's $120 million senior
second-lien term loan due 2012.  The outlook is stable.


ENRON CORP: FERC Staff Proposes $1.6 Billion Fine for Misconduct
----------------------------------------------------------------
On Jan. 31, 2005, the Federal Energy Regulatory Commission
staff testified before an FERC administrative law judge that
Enron Corp. profited by over $1.6 billion off of Western states
during the energy crises.  The FERC staff also indicated that
Enron could be required to disgorge profits from all of its power
sales in the Western Interconnect for the period between Jan. 16,
1997, and June 25, 2003.

In a statement posted on his Web site -- see  
http://www.house.gov/inslee/issues/energy/enron_testimony.html
-- U.S. Rep. Jay Inslee of Washington's 1st Congressional
District remarks that the FERC staff's statements represent a
positive development in helping the Snohomish County PUD avoid
paying Enron $122 million for canceling its contract with the
company.  Given this development, Rep. Inslee will soon be
sending a letter to the FERC to urge the Commission to recognize
that Enron's contracts with Snohomish PUD were fraudulent,
thereby nullifying Enron's contracts with the Snohomish County
utility.

In the same statement, Eric Christensen, Assistant General
Counsel for Snohomish PUD was quoted as saying that the
development is "encouraging" and that they are pleased that the
FERC staff agrees with them about the duration of "Enron's bad
behavior."  "However, this is only a first step in the right
direction of solving our problem of avoiding even more payments
to this criminal enterprise," Mr. Christensen added.

According to the Los Angeles Times, if the FERC Commissioners
approve the proposed fine, it would be the largest sanction for
misconduct that the Commission ever imposed.

Enron spokeswoman Jennifer Lowney told the L.A. Times that the
company is reviewing the FERC staff recommendation.

                  Snohomish Releases New Evidence

      SNOHOMISH COUNTY, Washington -- February 3, 2005 --
Snohomish County Public Utility District (PUD) today publicly
released a new set of evidence showing Enron energy traders
fabricated repair needs in order to take a Nevada power plant
offline during the height of power blackouts in California in
early 2001.  The evidence also highlights illegal gaming schemes
that crossed into Canada and involved senior Enron officials.
PUD evidence reveals that Enron's market manipulation started at
least two years prior to the western energy crisis as part of a
premeditated plan to reap unjust profits from western consumers.
The evidence was filed at the Federal Energy Regulatory
Commission (FERC) as part of the PUD's efforts to void a $122
million lawsuit by Enron against the PUD.

      "Beyond the illegal nature of Enron's gaming of the energy
market, its insensitivity to human suffering is reprehensible,"
said PUD General Counsel Michael Gianunzio.  "Countless consumers
and businesses lost thousands of dollars during blackouts.  This
new evidence reaffirms that FERC should require Enron to disgorge
all illegal profits and to void the $122 million termination
payment that Enron is seeking from the PUD."

      "The fact that Enron would jeopardize the health and safety
of Western citizens to chase profits in the energy market is
disgraceful," said U.S. Senator Maria Cantwell (D-Wash.).  "But
it's not just disgraceful on a human level-it's also illegal, and
FERC needs to do its job.  The more we learn about Enron's role
in the Western power crisis, the more insult is added to the
substantial economic injury we suffered in the Northwest.  At the
very least, FERC needs to ensure that the victims who paid the
price for Enron's schemes the first time around aren't forced to
pay a single penny more."

      On January 17, 2001, Enron traders concocted false repairs
for a Las Vegas power plant - making power unavailable that would
have been delivered to California - on the very same day that
supplies were so tight that Northern California experienced a
Stage 3 power emergency and rolling blackouts hit as many as 2
million consumers.  By taking the plant offline, Enron was also
in direct violation of an Emergency Power Order by U.S. Energy
Secretary Bill Richardson that required power generators to make
power available to California.

      Telephone transcripts between Enron and the Las Vegas plant
confirming the effort to falsify repairs read as follows:

      Bill:  Ah, we want you guys to get a little creative.
      Rich:  OK.
      Bill:  And come up with a reason to go down.
      Rich:  OK
      Bill:  Anything you want to do over there? Any -
      Rich:  Ah-
      Bill:  Cleaning, anything like that?
      Rich:  Yeah, Yeah. There's some stuff we could be doing.

      Other PUD evidence indicates that Enron's exploits weren't
limited to the United States.  A scheme called "Project Stanley"
was used in Alberta, Canada in 1999, which inflated energy prices
by colluding with other energy marketers.  Knowledge of the
illegal scheme goes to the very top of the Enron organization,
showing up as a reference on former CEO Jeffrey Skilling's
calendar on at least two dates.  And an internal Enron file
includes a client reference for Project Stanley listed as "Office
of the CEO." Project Stanley inevitably affected western energy
markets in the U.S. as the markets are closely correlated.

      One telephone transcript indicates that Tim Belden, head of
Enron's Portland trading office and John Lavorato, who led the
Project Stanley project for Enron, were both well aware of the
illegal nature of the activities. A section of the transcript
reads:

      John:  I'm just ah - f***, I'm just trying to be an honest
             camper so I only go to jail once.

      Tim:   Well, there you go. At least in only one country
             (laughs)

      John:  Yeah, f***, this isn't a joke. I'm a tide -- nobody
             else seems to be concerned anymore about, except me.

      Tim:   Yeah

      Beyond the activities in Canada, Enron traders tested gaming
techniques as early as May 1998, creating imbalances in the
California market as a result of loopholes it discovered in the
system.  Another illegal scheme in 1999 dubbed "Silver Peak"
involved over-scheduling load in California; it was not caught by
state energy officials.  These pilot programs, tested before the
western energy crisis, gave Enron traders a chance to refine
skills prior to the dysfunctional energy market of 2000-2001.

      PUD officials pointed to the new information filed this week
at FERC as further evidence supporting its effort to void the
termination fee claimed by Enron.  FERC staff recommended to the
FERC commission earlier this week that Enron should disgorge up
to $1.8 billion in unjust profits; the matter will be reviewed by
an administrative law judge and FERC commissioners.

                     Sen. Cantwell's Statement

      WASHINGTON, D.C. -- February 3, 2005 -- U.S. Senator Maria
Cantwell (D-WA) and officials from Washington state's Snohomish
PUD today release new evidence detailing the pervasiveness of
Enron's schemes to manipulate Western power markets.  The
evidence, including newly-public audiotapes, revealed Enron
employees planning to take a power plant off line for January 17,
2001 -- the same day half a million citizens suffered rolling
blackouts.  Power market prices that day averaged at least five-
times normal levels.

      "This scheme was a direct and purposeful violation of a
federal emergency order directing power suppliers to help keep
the lights on," Cantwell said. "Blackouts pose serious health and
safety risks for our citizens.  Conspiring to keep power off the
grid in the middle of an emergency takes Enron's schemes to a
whole new level of corruption."

      In addition, Cantwell and SnoPUD released new audio from
additional tapes that were recently discovered in one of Enron's
Houston warehouses -- left behind by federal investigators.  The
tapes include Enron employees discussing how they were asked to
"cook the books," speculating that "everyone knew" what was going
on, and that "nothing happened at Enron that Ken Lay didn't
bless."

      Cantwell called on the Federal Energy Regulator Commission
(FERC) to explain why it had failed to uncover these tapes in its
own ongoing Enron investigation.  In light of mounting evidence
of Enron's fraudulent activities, Cantwell also renewed her call
for FERC to take action to void Enron's pending claims against
utilities including Snohomish, for payment on inflated power
contracts that were terminated when the energy giant collapsed
into bankruptcy.  Enron's lawsuits against utilities in
Washington and Nevada alone total almost half a billion dollars.

      "This is further evidence that FERC should act immediately
to provide relief to Washington ratepayers, who are being asked
to pay Enron yet again," Cantwell said.  "FERC has the clear
statutory authority to do just that."

      Earlier in the day, Cantwell also detailed her objections to
the nomination of Judge Alberto Gonzales to be the next U.S.
Attorney General.  Cantwell cited the fact Judge Gonzales refused
to commit to recusing himself from the Department of Justice's
ongoing Enron investigation -- despite his previous political and
professional ties to the bankrupt company.  Outgoing Attorney
General Ashcroft quickly recused himself from DOJ's Enron
investigation, given similar political ties.

      [On Feb. 3, 2005, Alberto Gonzales won Senate confirmation
-- 60-36 -- to be U.S. attorney general.]

      "The Enron investigation must be allowed to proceed, free
from any potential political interference from special interests,
particularly the interests under investigation," Cantwell said.
"If there is any hint whatsoever that the Enron Task Force is
being undermined, under-funded, or otherwise hindered, this
Senator will not stand for it."

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations. Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033). Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed. The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
131; Bankruptcy Creditors' Service, Inc., 15/945-7000)


EXIDE TECH: Asks Court to Extend Claim Objection Time to Aug. 29
----------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones  
& Weintraub, P.C., in Wilmington, Delaware, tells Judge Carey of
the United States Bankruptcy Court for the District of Delaware,
that over 6,000 proofs of claim have been filed in Exide
Technologies Inc. and its debtor-affiliates' Chapter 11 cases
totaling $4.2 billion.  The Debtors have filed 10 omnibus claims
objection, two individual objections to claims, and have
consensually resolved numerous other Claims.  About 2,800 Claims
have been reviewed, reconciled and resolved, reducing the total
amount of outstanding claims by over $1.7 billion.  Furthermore,
the Debtors have completed three quarterly distributions to
creditors under the Joint Plan, consisting of distribution on
1,750 claims amounting to $94.5 million.  However, despite the
substantial progress, the Debtors require additional time to
review and resolve the 2,700 remaining Claims.

By this motion, the Debtors ask the Court to extend the Claims  
Objection Bar Date through and including August 29, 2005.

Mr. O'Neill explains that the extension will provide the Debtors  
with necessary time to continue to evaluate the Claims filed  
against the estate, prepare and file additional objections and,  
where possible, consensually resolve the Claims.   

The Debtors reserve the right to seek further extension of the  
Claims Objection Bar Date.

Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on Apr. 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts. Exide's confirmed chapter 11 Plan
took effect on May 5, 2004. On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.  (Exide
Bankruptcy News, Issue No. 60; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FRIEDMAN'S: Wants More Time to File Lease Extension Motion
----------------------------------------------------------
Friedman's, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Georgia, Savannah
Division, to enter a bridge order affording them more time until
March 31, 2005, to properly file a motion which will extend their
period to decide whether to assume, assume and assign, or reject
650 unexpired leases pursuant to Section 365(d)(4) of the
Bankruptcy Code.  The Debtors are obliged to make lease-related
decisions by Mar. 15.  

The Debtors need this brief extension to file the motion and for
all parties-in-interest to evaluate the request.  Also, the
extension will allow the Debtors to provide a more definitive
sense of the amount of time they will require to make their
assumption and rejection decisions.

Headquartered in Savannah, Georgia, Friedman's Inc. --
http://www.friedmans.com/-- is the parent company of a group of  
companies that operate fine jewelry stores located in strip
centers and regional malls in the southeastern United States.  The
Company and its affiliates filed for chapter 11 protection on Jan.
14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  John W. Butler,
Jr., Esq., George N. Panagakis, Esq., Timothy P. Olson, Esq., and
Alexa N. Paliwal, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP represent the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors it listed
$395,897,000 in total assets and $215,751,000 in total debts.


GASEL TRANSPORTATION: Bankruptcy Court Confirms Chapter 11 Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
confirmed Gasel Transportation Lines, Inc. (OTCBB:GSEL) Amended
Plan of Reorganization allowing the Company to emerge from
bankruptcy once the Confirmed Plan is substantially executed.

The Confirmed Plan calls for a number of material events that a
majority of the interested parties have deemed mutually
acceptable, and which the Company believes will be beneficial to
the successful resumption of normalized operations.  Under the
Confirmed Plan, Gasel Transportation Lines, Inc., an Ohio
corporation, will immediately merge with Gasel Transportation
Lines, Inc., a Delaware Corporation.  The merger effectively re-
domiciles the Company, inclusive of all assets, liabilities,
rights, warrants, names, obligations, etc., of the preceding
company in the State of Delaware, which management believes is a
more appropriate jurisdiction for a publicly held company.  The
merger will extend the maximum authorized capitalization of the
Company from its former level of 10 million common shares, without
par value, to 100 million common shares, par value $.001, and 10
million preferred shares, par value $.001.  The increase of
authorized shares and a class of preferred shares should give the
Company the opportunity to pursue its proposed equity
recapitalizations and capital development as needed, and as
detailed in the Confirmed Plan.  Additionally, existing senior
management of Gasel-Ohio will matriculate to Gasel-Delaware with
all of the preexisting rights, privileges, duties and
responsibilities.

The Confirmed Plan will also have a dramatically positive impact
on the fundamental foundation of the Company.  As of the financial
results reported by the Company in its Form 10Q for the period
ended March 31, 2003, or the last practical date prior to seeking
protection under Chapter 11, the Company reported total
liabilities of $12.68 million.  As a direct result of the
Confirmed Plan, the Company projects that total liabilities as of
Dec. 31, 2004, will be approximately $3.04 million; a decline in
total liabilities of 76%, or approximately $9.64 million.  In
addition to the debt reduction and corresponding write down of the
underlying assets (collateral), the Company projects to pick up
approximately $2.4 million in shareholder equity.  The new debt
structure reduces Gasel's debt service to approximately one third
of its pre-petition level.  When coupled with a proposed equity
offering of approximately $2 million, the Company projects a
positive shareholder equity during the first half of 2005.  
Essentially, Gasel gets a "fresh start" in its financial structure
as of Jan. 1, 2005.

Mike Post, Gasel's President & CEO commented that: "We are very
excited to announce the receipt of a confirmed plan from the
Southern District of Ohio Bankruptcy Court.  Only approximately
15% of companies that enter into bankruptcy proceedings ever
emerge, and the receipt of our confirmed plan is a testament to
the sheer will, determination and exceptional efforts by our
entire team.  I applaud their efforts and am honored to have their
continued support."  Mr. Post continued, "Gasel will emerge as a
much more focused, efficient and financially stable entity that is
poised to execute an aggressive strategy for achieving growth and
returns for our shareholders."

Headquartered in Marietta, Ohio, Gasel Transportation Lines, Inc.
-- http://www.gasel.net/-- is a national long and regional haul  
truckload common and contract carrier, and provides logistic
services throughout the continental United States and Canada.  The
Company filed for chapter 11 protection on May 19, 2003 (Bankr.
S.D. Ohio Case No. 03-57447).  Grady L Pettigrew, Jr., Esq., at
Cox Stein & Pettigrew Co LPA, represents the Debtor in its
restructuring efforts.


GENOIL: Eliminates CDN$3 Million Secured Debt from Balance Sheet
----------------------------------------------------------------
Genoil (TSXV:GNO)(OTCBB:GNOLF) discloses a series of transactions
have been completed which have resulted in the elimination of
CDN$3 million of debt held by a single secured lender.  The lender
exercised its 10 million warrants held in Genoil.  The proceeds
from the exercise of these 10 million warrants (CDN$2.3 million)
were paid to the lender in order to pay off Genoil's secured debt.

Genoil will show a one-time gain of approximately CDN$670,000 on
the transaction.  Genoil concurrently arranged for the sale of the
common shares acquired by the lender to a group of primarily U.S.
and European investors.  This transaction has significantly
enhanced Genoil's balance sheet by eliminating all secured debt.

On a pro-forma basis, this transaction had the following impact on
Genoil's Sept. 30, 2004, balance sheet:

   Assets:                     No change
   Secured Debt:               Eliminated
   Total Liabilities:          57% decrease
   Shareholders' Equity:       200% increase
   Working Capital Deficiency: 58% decrease (improvement)
   Basic shares outstanding:   10 million increase
   Warrants outstanding:       10 million decrease
   Fully diluted shares
      outstanding:             No change

The elimination of all secured debt, in addition to the recent
injection of CDN$5.6 million dollars from a multibillion dollar
U.S. based investment fund has placed Genoil in a strong financial
position.  "With all the debt off our balance sheet, Genoil can
fully devote capital to supporting our sales force currently
operating in dozens of countries, and continue the development of
our proprietary oil and gas conversion solutions," said David
Lifschultz, Chairman and CEO of Genoil.  "With 80 million barrels
of oil consumed around the world every day, oil companies and
refiners are constantly searching for more efficient methods to
upgrade their heavy products in order to meet market demands and
maximize profitability. Genoil's Hydroconversion Upgrader is an
extremely attractive tool to meet these goals since it offers an
economical entry to hydroconversion, even at a small scale.  We
see a strong demand with an increased sales push in 2005".

                       Operational Update

Genoil is continuing pilot testing for Lukoil and expects these
tests to continue all through February. Genoil has begun placing
orders for long delivery time equipment for its GHU installation
at the Silver Eagle Refinery in Utah.  Detailed engineering of
this project will continue over the next several months, with
construction anticipated to begin later in the third quarter of
this year.

Genoil (TSXV:GNO; OTCBB: GNOLF.OB) is an international technology  
development company providing solutions to the oil and gas
industries through the use of proprietary technologies, which
represent significant breakthroughs in commercial applications.   
The company's flagship product, the Genoil Hydroconversion
Upgrader -- GHU, combines hydrogen with carbon in order to convert
bitumen, heavy oil and refinery residue into light, sweet
synthetic oil with higher yields of transportation fuels.  The GHU
also eliminates a majority of contaminants such as sulphur and
nitrogen from the feed, and can either be easily integrated into
existing refinery infrastructures or be built as a stand alone
unit.  Genoil believes that by upgrading the 13 million bbls/d of
refinery residuals into lighter distillates, that the dependency
of the world on Middle Eastern light oil can be significantly
decreased.  The company is headquartered in Alberta, Canada with
offices in New York, Mexico, Columbia, Ecuador, Peru, Russia,
Saudi Arabia, and Bahrain, with coverage in numerous other
countries.  To learn more about Genoil, visit
http://www.genoil.net/  

                         *     *     *

                      Going Concern Doubt

The Company's latest filings with the Securities and Exchange
Commission indicate that it hasn't attained commercial operations
from its various patents and technology rights and continues to
incur losses.  At September 30, 2004, the Company had a working
capital deficiency of $5,121,092, including a note payable and
accrued interest in the amount of $2,959,332 due in January 2005.  
The future of the Company is dependent upon its ability to
maintain the continued financial support of the note holder, and
obtain adequate additional financing to fund the development of
commercial operations.  Those factors caused Genoil's auditors to
express doubt about the company's ability to continue as a going
concern.


GENTEK INC: S&P Downgrades Corporate Credit Ratings to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Parsippany, New Jersey-based GenTek, Inc., to 'B+' and
removed the rating from CreditWatch where it was placed on
Nov. 17, 2004.  The outlook is stable.  The rating actions follow
the company's announcement that it is borrowing to fund a
$320 million distribution to shareholders.

At the same time Standard & Poor's assigned its 'B+' senior
secured rating and a recovery rating of '2', indicating our
expectations of substantial (80%-100%) recovery of principal in a
payment default scenario to GenTek Holding Corp.'s proposed
$260 million first-lien facilities.  The facilities consist of a
$60 million five-year revolving credit facility and a $200 million
six-year term loan.  GenTek Holding is a subsidiary of GenTek,
Inc., which guarantees the loans.  S&P also assigned a 'B-' rating
and recovery rating of '5', indicating our expectation of recovery
of a negligible (25% or less) recovery of principal in the event
of payment default to GenTek Holding's proposed $135 million
seven-year second-lien term facility.  Total pro forma
lease-adjusted debt for the proposed recapitalization is about
$364 million.

"Diverse business segments are expected to enable GenTek to
generate internal cash flow sufficient to fund capital spending
and still reduce debt," said Standard & Poor's credit analyst
Robert Schulz.  "Although the company's strategy is likely to
evolve over the intermediate term, the rating does not incorporate
significant debt-financed acquisitions.  Downside risk would be
driven by earnings and cash flow shortfalls.  Upside potential is
constrained by the potential for additional shareholder value
actions should leverage decline substantially, although such
actions would require approval of the lenders under the
facilities."

GenTek is a diversified provider of automotive and industrial
products and specialty chemicals.

GenTek's diverse end-markets and customer base, along with certain
quite profitable lines, should provide some earnings and cash flow
stability and prospects for debt reduction over the next few
years.


GEORGIA-PACIFIC: Increases Quarterly Cash Dividend by 40 Percent
----------------------------------------------------------------
Georgia-Pacific Corp.'s (NYSE: GP) board of directors increased
the company's quarterly cash dividend by 40 percent to 17.5 cents
per share from 12.5 cents per share. The increased dividend is
equal to an annual rate of 70 cents per share compared with the
previous annual rate of 50 cents per share.

"This dividend increase directly reflects our confidence in the
overall stability of Georgia-Pacific's earnings base," said A.D.
"Pete" Correll, Georgia-Pacific chairman and chief executive
officer.  "Our proven ability to generate cash provides us with a
solid basis to deliver a dividend that is sustainable at a higher
level.  Continued improvement in our consumer products results
will allow us to grow our dividend over time."

Georgia-Pacific's quarterly dividend is payable Feb. 24, 2005, to
shareholders of record Feb. 14, 2005.

                       Board Appointment

In addition, the board elected Thomas D. Bell, Jr., president and
chief executive officer of Cousins Properties, as a director of
Georgia-Pacific. Bell serves as director of Lincoln Financial
Group, Regal Entertainment Group, AGL Resources Inc., the U.S.
Chamber of Commerce and the National Association of Real Estate
Investment Trusts -- NAREIT, and is the 2005 chairman of the Metro
Atlanta Chamber of Commerce.

Headquartered at Atlanta, Georgia-Pacific -- http://www.gp.com/--
is one of the world's leading manufacturers and marketers of
tissue, packaging, paper, building products and related chemicals.  
With 2004 annual sales of $20 billion, the company employs
approximately 55,000 people at more than 300 locations in North
America and Europe.  Its familiar consumer tissue brands include
Quilted Northern(R), Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n
Gentle(R), Mardi Gras(R), So-Dri(R), Green Forest(R) and Vanity
Fair(R), as well as the Dixie(R) brand of disposable cups, plates
and cutlery.  Georgia-Pacific's building products manufacturing
business has long been among the nation's leading suppliers of
building products to lumber and building materials dealers and
large do-it-yourself warehouse retailers.  

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
Moody's Investors Service changed the outlook on Georgia-Pacific
Corporation's ratings to positive from stable, with similar
outlook changes initiated for the other entities through which
Georgia-Pacific and its subsidiaries and predecessor companies
have issued debt.  At the same time, Moody's affirmed Georgia-
Pacific's senior implied rating at Ba2, and the senior unsecured
and issuer ratings at Ba3.  Moody's continued its practice of
rating debt that is either issued or guaranteed by Fort James
Corporation at a level equivalent with the Ba2 senior implied
rating, with all other debt rated one notch below at Ba3. Georgia-
Pacific's Speculative Grade Liquidity -- SGL -- rating was also
affirmed at SGL-2, which indicates good liquidity.

   * Georgia-Pacific Corporation:

     -- Outlook changed to positive from stable

Ratings affirmed:

     -- Senior Implied: Ba2
     -- Senior unsecured: Ba3
     -- Issuer rating: Ba3
     -- Speculative Grade Liquidity Rating: SGL-2

   * Fort James Corporation:

     -- Outlook changed: to positive from stable

Rating affirmed:

     -- Senior Unsecured: Ba2

   * G-P Canada Finance Company:

     -- Outlook changed: to positive from stable

Rating affirmed:

     -- Backed Senior Unsecured: Ba3

   * Fort James Operating Company:

     -- Outlook changed: to positive from stable

   Rating affirmed:

     -- Backed Senior Unsecured: Ba2

As reported in the Troubled Company Reporter on May 6, 2004,
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Ga.-based Georgia-Pacific Corp. (GP) and its subsidiaries to
stable from negative, and affirmed its 'BB+' corporate credit and
senior unsecured debt ratings.


GGC LLC: Involuntary Chapter 7 Case Summary
-------------------------------------------
Alleged Debtor: GGC, L.L.C.
                aka Glenshaw Glass Company
                3140 William Flynn Highway
                Allison Park, PA 15101

Involuntary Petition Date: February 1, 2005

Case Number: 05-21071

Chapter: 7

Court: Western District of Pennsylvania (Pittsburgh)

Judge: M. Bruce McCullough

Petitioners' Counsel: David K. Rudov, Esq.
                      Rudov & Stein
                      First and Market Building
                      100 First Avenue, Suite 500
                      Pittsburgh, PA 15222
                      Tel: 412-281-7300
                      Fax: 412-281-7305
         
   Petitioner                           Claim Amount
   ----------                           ------------
TIN Inc., d/b/a Temple-Inland               $951,989
1300 South Mopac Expressway
Austin, TX 78746

Pro-Tec Partitons, Inc.                      $91,186
P O Box 365  
Drums, PA 18922

Terlyn Industries, LTD.                      $10,557
782 McKay Road  
Pickering, ON L1W2Y4
Canada


HANOVER DIRECT: Names Daniel Barsky as Senior Vice President
------------------------------------------------------------
Hanover Direct, Inc. (PINK SHEETS: HNVD) appointed Daniel J.
Barsky as Senior Vice President and General Counsel effective
Jan. 31, 2005.  Prior to joining the Company, Mr. Barsky was an
independent legal consultant.  Previously, he served as General
Counsel to Directrix, Inc. from 2001 to 2003, Executive Vice
President, General Counsel and Secretary to American Interactive
Media, Inc. from 1999 to 2001 and Executive Vice President,
General Counsel and Secretary to Spice Entertainment Companies,
Inc. from 1994 to 1999.  Prior to joining Spice, Mr. Barsky was a
partner in the law firm of Dornbush Mensch Mandelstam & Schaeffer.

Mr. Barsky attended George Washington University where he earned a
B.B.A. in Finance in 1977.  He earned his J.D. from University of
Miami Law School in 1981 and his LLM in Taxation from New York
University in 1982.

As previously reported, on Feb. 4, 2005 the American Stock
Exchange filed an application with the Securities and Exchange
Commission to remove the Company's common stock from listing and
registration on the Exchange effective on February 16, 2005. The
Exchange had previously halted trading in the Company's common
stock on Nov. 16, 2004 and formally suspended trading on Feb. 2,
2005.  Current trading information about the Company's common
stock can be obtained from the Pink Sheets
(http://www.pinksheets.com)under the trading symbol HNVD.

The Company also announced that it was notified by the Securities
and Exchange Commission that it is conducting an informal inquiry
relating to the Company's financial results and financial
reporting since 1998.  The Commission stated in its letter to the
Company that the inquiry should not be construed as an indication
by the Commission that there has been any violation of the federal
securities laws.  The Company is cooperating fully with the
Commission in connection with the inquiry.

                        About the Company

Hanover Direct, Inc. - http://www.hanoverdirect.com/-- and its  
business units provide quality, branded merchandise through a
portfolio of catalogs and e-commerce platforms to consumers, as
well as a comprehensive range of Internet, e- commerce, and
fulfillment services to businesses.  The Company's catalog and
Internet portfolio of home fashions, apparel and gift brands
include Domestications, The Company Store, Company Kids,
Silhouettes, International Male, Scandia Down, and Gump's By Mail.  
The Company owns Gump's, a retail store based in San Francisco.  
Each brand can be accessed on the Internet individually by name.  
Keystone Internet Services, LLC -- http://www.keystoneinternet.com/-
- the Company's third party fulfillment operation, also provides
the logistical, IT and fulfillment needs of the Company's catalogs
and web sites.  

At June 26, 2004, Hanover Direct's balance sheet showed a
$46,503,000 stockholders' deficit, compared to a $47,629,000
deficit at December 27, 2003.


HARVEST ENERGY: Increases Exchangeable Shares Exchange Ratio
------------------------------------------------------------
Harvest Energy Trust (TSX:HTE.UN) discloses an increase to the
Exchange Ratio of the Exchangeable Shares of Harvest Energy Trust
from 1.07345 to 1.08192.  This increase will be effective on
Feb. 15, 2005.

As part of the Plan of Arrangement with Storm Energy, which closed
on June 30, 2004, Harvest issued Exchangeable Shares, which are
exchangeable into trust units at a ratio that adjusts each month.
The Exchangeable Shares are not publicly traded.  However, holders
of Harvest Exchangeable Shares can exchange all or a portion of
their holdings at any time by giving notice to their investment
advisor or Valiant Trust Company at its principal transfer office
at 310, 606 - 4th Street SW, Calgary, AB, T2P 1T1 (telephone:
403-233-2801).

Harvest Energy Trust -- http://www.harvestenergy.ca/-- is a  
Calgary-based energy trust actively managed to deliver stable
monthly cash distributions to its Unitholders through its strategy
of acquiring, enhancing and producing crude oil, natural gas and
natural gas liquids.  Harvest trust units are traded on the
Toronto Stock Exchange under the symbol "HTE.UN".

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Calgary, Alberta-based Harvest Energy
Trust and its 'B-' senior unsecured debt rating to the proposed
$200 million seven-year bond to be issued by Harvest Operations
Corporation, a wholly owned subsidiary of Harvest Energy Trust.  
The debt is fully guaranteed by the trust and all its wholly owned
subsidiaries.


HEXCEL CORP: Moody's Puts B2 Rating on $350MM Sr. Secured Loan
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Hexcel
Corporation's proposed $350 million senior secured credit
facilities, comprised of a $125 million senior secured revolving
credit facility, due 2010, and a $225 million term loan B, due
2012.  The Company's existing ratings, including its B2 senior
implied rating is affirmed; the ratings outlook is stable.

The ratings continue to reflect the Company's prospects for
continued improved financial performance in FY 2005 due to
strengthening demand in key market sectors in which the Company
operates, particularly the commercial aerospace sector. These
expectations are supported by substantial recent improvement in
the company's operating performance, which Moody's views as
illustrative of a trend towards a stronger credit profile for
Hexcel.

The stable outlook reflects Moody's expectations that Hexcel
Corp., will modestly grow its revenue base and operating profits
over the near term, owing primarily to improved prospects in the
commercial aerospace sector, in which the company is a major
supplier to aircraft OEM's.  Ratings or their outlook may improve
if, as a result of continued improvement in key business segments,
lease-adjusted debt were to fall below 3.0x EBITDAR, EBIT coverage
of interest were to exceed 2.5x, and free cash flow were to exceed
10% of debt over a sustained period.

Conversely, ratings or their outlook could be subject to downward
revision if the Company suffers deteriorating operating
performance in key business segments, possibly from an unexpected
drop in OEM commercial or military aircraft production, such that
free cash generation were to be negative over a prolonged period,
if adjusted debt/EBITDAR were to exceed 5.0x, or if EBIT/interest
were to fall below 2.0x.

The proceeds from the new senior secured facilities, together with
cash on hand, will be used to retire, by way of tender,
substantially all of the Company's $124 million 9-7/8% senior
subordinated notes due 2008 and to repay other debt.  Upon close
of the proposed bank facilities and subsequent redemption of these
notes, assuming that substantially all of the 9-7/8% notes are
redeemed on tender, Hexcel Corp.'s debt levels will increase
slightly.  Hexcel had total pro forma debt of $472 million after
the February 1, 2005 close of the Company's $225 million senior
subordinated notes offering, which will increase to about $484
million as the result of this re-financing plan.

This represents about 3.3x FY (December) 2004 EBITDA, and about
3.5x EBITDAR on a lease-adjusted basis.  EBIT over this period
covered pro forma interest expense by approximately 2.4x, while
estimated free cash flow represented about 10% of pro-forma debt.
These metrics are strong for this ratings category.  However,
Moody's is concerned about free cash flow levels becoming somewhat
thinner over the near term, owing to possible increases in CAPEX
levels and working capital requirements, which may result in
increased temporary usage of the revolving credit facility.

The ratings continue to be supported by improvement in the
Company's operating results due to a trend towards overall
improvement in the commercial aerospace segment, continued
strength in the space and defense segment and growth in the
company's industrial segment.  Since 2002, which represents the
historical low-point in Hexcel Corp.'s operating results,
coinciding with a severely distressed commercial aerospace sector,
the company's revenue has grown 26%, while EBITDA has increased by
about 39% and debt has been reduced.

This improvement reflects both growth in business volume as well
as stronger operating margins, as the company has undertaken a
restructuring program involving a reduction in fixed costs and
consolidation of manufacturing facilities.  Going forward, Moody's
believes that near-term growth in demand from major commercial
aircraft OEM's, augmented by possible growth that could be
experienced in certain of the industrial segments that the Company
serves, should support revenue growth and margin stability.  Such
stability will be important to retaining or improving the
company's credit profile.

The B2 rating assigned to Hexcel Corp.'s proposed $350 million
senior secured credit facilities, the same as the senior implied
rating, reflects the seniority in claim provided to these
facilities over the Company's senior subordinated notes, which
essentially represents the remaining debt.  The senior secured
facilities are secured by a first lien claim on all of the
company's assets.

In September 2004, the Company reported total asset of about $750
million, and about $673 million of tangible assets after goodwill
and other intangibles.  Of this amount, approximately $272 million
represented fixed assets, while a large majority of the remaining
balance comprised accounts receivable ($146 million) and
inventories ($145 million).  Moody's believes this suggests
adequate asset coverage to the $350 million of total committed
senior secured debt, but remains concerned that such coverage may
become weakened in a distressed sale scenario.

The ratings assigned are:

   * $125 million senior secured revolving credit facility, due
     2010, B2

   & $225 million senior secured term loan B, due 2012, B2

Hexcel Corporation, headquartered in Stamford, Connecticut, is a
leading advanced structural materials company.  It develops,
manufactures and markets lightweight, high-performance
reinforcement products, composite materials and composite
structures for use in commercial aerospace, space and defense,
electronics, and industrial applications.  The Company had FY 2004
revenues of $1.074 billion.


HIA TRADING: U.S. Trustee Appoints 7-Member Creditors Committee
---------------------------------------------------------------          
The United States Trustee for Region 2 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors of
HIA Trading Associates and its debtor-affiliates' chapter 11 case:

      1. Kimco Realty Corporation
   Attn: Kenneth Stein
   3333 New Hyde Park Road, Suite 100
   New Hyde Park, New York 11042-0020
   Phone: 516-869-9000

      2. American Greetings
   Attn: Samuel B. Garber, Esq.
         One American Road
   Cleveland, Ohio 44144
   Phone: 312-960-5000

3. Howard Berger Co., Inc.
   Attn: William E. Underwood
         1 South Middlesex Avenue
   Monroe, New Jersey 08831-3726
   Phone: 609-860-9990 (x141)

4. King Zak Industries
   Attn: Herbert Zakarin
         17 Sorrento Drive
   Goshen, New York 10924
   Phone: 845-291-1200

5. American Color Graphics, Inc.
   Attn: Floyd A. Childress
   100 Winners Circle, No. 300
   Brentwood, Tennessee 37027
   Phone: 615-377-7493

6. Newport Sales, Inc.
   Attn: Mendy Klein
   One Newport Plaza
   P.O. Box 58
   Freeport, New York 11520
   Phone: 516-771-4444

7. The Mazel Company
   Attn: Reuven Dessler
   31000 Aurora Road
   Solon, Ohio 44139
         Phone: 440-248-5200

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

Headquartered in South Plainfield, New Jersey, HIA Trading
Associates -- http://www.oddjobstores.com/-- and its affiliates
operate 87 retail stores under the name Amazing Savings Stores.
The Debtors purchase overproduced, overstocked and discounted
first-quality, name brand close out merchandise from
manufacturers, wholesalers and retailers, as well as a blended mix
of imports and everyday basic commodity items to be sold
at deep discount prices in its stores located in key regional
centers in New York, New Jersey, Connecticut, Ohio, Pennsylvania,
Kentucky, Delaware, Maryland and Michigan.  The Company and its
debtor-affiliates filed for chapter 11 protection on January 12,
2005 (Bankr. S.D.N.Y. Case No. 05-10171).  Adam L. Rosen, Esq., at
Scarcella Rosen & Slome LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it reported total assets of $67,500,000 and total
debts of $90,000,000.


HIA TRADING: Committee Taps Otterbourg Steindler as Counsel
-----------------------------------------------------------          
The Official Committee of Unsecured Creditors of HIA Trading
Associates and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York for permission to employ
Otterbourg, Steindler, Houston & Rosen, P.C., as its counsel.

Otterbourg Steindler is expected to:

   a) assist and advise the Committee in its consultation with the
      Debtors relative to the administration of their chapter 11
      cases and attend meetings and negotiate with the
      representatives of the Debtors and other parties in
      interest;

   b) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs;

   c) assist the Committee in the review, analysis, negotiation
      and preparation of any plan of reorganization and disclosure
      statement that may be filed in the Debtors' chapter 11
      cases;

   d) assist the Committee in the review, analysis, and
      negotiation of any financing agreements;

   e) take all necessary action to protect and preserve the
      interests of the Committee, including:

        (i) the prosecution of actions on its behalf,

       (ii) negotiations concerning all litigation in which the
            Debtors are involved, and

      (iii) review and analysis of claims filed against the
            Debtors' estates;

   f) prepare on behalf of the Committee all necessary motions,
      applications, answers, orders, reports and papers in support
      of positions taken by the Committee;

   g) appear before the Court, the Appellate Courts, and the
      U.S. Trustee, and protect the interests of the Committee
      before those courts and the U.S. Trustee; and

   h) perform all other necessary legal services for the Committee
      in the Debtors' chapter 11 cases.

Scott L. Hazan, a Member at Otterbourg Steindler, discloses that
the Firm receives a $50,000 retainer from the Debtors.

Mr. Hazan reports Otterbourg Steindler's professionals bill:

    Designation                  Hourly Rate
    -----------                  -----------
    Partner/Counsel              $450 - $695
    Associate                    $240 - $495
    Paralegal/Legal Assistant    $175 - $185

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

Headquartered in South Plainfield, New Jersey, HIA Trading
Associates -- http://www.oddjobstores.com/-- and its affiliates  
operate 87 retail stores under the name Amazing Savings Stores.
The Debtors purchase overproduced, overstocked and discounted
first-quality, name brand close out merchandise from
manufacturers, wholesalers and retailers, as well as a blended mix
of imports and everyday basic commodity items to be sold
at deep discount prices in its stores located in key regional
centers in New York, New Jersey, Connecticut, Ohio, Pennsylvania,
Kentucky, Delaware, Maryland and Michigan.  The Company and its
debtor-affiliates filed for chapter 11 protection on January 12,
2005 (Bankr. S.D.N.Y. Case No. 05-10171).  Adam L. Rosen, Esq., at
Scarcella Rosen & Slome LLP, represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it reported total assets of $67,500,000 and total
debts of $90,000,000.


HOLLINGER INT'L: Says It'll File Financial Reports in Two Months
----------------------------------------------------------------
Hollinger International, Inc., has not yet filed its interim
financial statements (and related MD&A) for the six months ended
June 30, 2004, or for the nine months ended September 30, 2004.
The Company has now finalized its 2003 Annual Report on Form 10-K,
which it filed with the SEC on January 18, 2005.  The Company has
also filed its annual financial statements (and related MD&A) and
its renewal AIF for the year ended December 31, 2003 in Canada.
The Form 10-K includes the Company's financial results for the
year ended December 31, 2003 as well as restated results for the
years ended December 31, 2002, 2001, 2000 and 1999.  As noted in
the Form 10-K, the restatements reflect the findings of the
Special Committee of the Company's board of directors as well as
the correction of accounting errors in prior periods and
reclassifications arising from the adoption of a new FASB
standard.

The Company's current intention is to file its other delinquent
reports with the SEC and in Canada within approximately two
months.  Accordingly, the Company is working expeditiously to file
its 2004 Annual Report on Form 10-K.  While the Company may file a
request from the SEC for a 15 day extension beyond the required
filing date of March 16, 2005, to complete and file the
2004 10-K, due to the anticipated work involved in the audit, it
may not be able to complete and file the 2004 10-K by
March 31, 2005.

Following the filing of its 2004 annual report on Form 10-K, the
Company intends to hold an annual meeting of shareholders that
will review matters in 2003 and 2004 and the Company will send out
proxy related materials for that meeting at the appropriate time.  
The Company currently anticipates the shareholders meeting will
occur in June 2005.

On Jan. 27, 2005, Hollinger, Inc., the controlling stockholder of
the Company, said its board of directors had adopted new
governance policies and procedures.  Hollinger, Inc., stated that
the new policies include, among other things, a policy governing
related party transactions that requires all related party
transactions involving Hollinger, Inc., to be approved by its
independent audit committee.

On Jan. 27, 2005, the Company's Board of Directors declared a
Special Dividend in an aggregate amount of approximately $273
million representing the second tranche of the distribution of
$500 million of net proceeds from the Company's sale of the
Telegraph Group.  This Special Dividend, in the amount of $3.00
per share of Class A Common Stock and Class B Common Stock, will
be paid on March 1, 2005 to holders of record of such shares on
February 14, 2005.  The Special Dividend is the second of two
special dividends, the first of which, in the aggregate amount of
$227 million, was paid to shareholders of the Company on January
18, 2005.

On Jan. 27, 2005, the Company announced that the Special Committee
of the Board of Directors had reviewed the Company's Shareholder
Rights Plan, as adopted on Jan. 25, 2004, and concluded that the
Plan remains in the best interests of the Company's shareholders.  
Unless the rights issued under the Plan are redeemed by the
Company's Board of Directors or the Corporate Review Committee
thereof -- CRC, the terms of the Plan provides for it to remain in
effect until Feb. 5, 2014.  Although the Special Committee has
resolved to re-evaluate the Plan within a year, the Board of
Directors, the CRC and the Special Committee have the power to re-
evaluate the Plan at any time as facts and circumstances warrant.

On Jan. 27, 2005, the Company also disclosed that it had entered
into employment agreements, effective as of Jan. 1, 2005, with
each of Gordon A. Paris, Paul B. Healy, James R. Van Horn and John
Cruickshank.  In addition, the Company removed the term "interim"
from Gordon Paris's title as Chairman, President and Chief
Executive Officer of the Company.  Copies of the employment
agreements are attached to a Form 8-K dated January 26, 2005 filed
by the Company with the SEC and the Canadian securities regulatory
authorities.

Hollinger International, Inc., is a newspaper publisher whose
assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area, as well as in Canada.

                         *     *     *

As reported in the Troubled Company Reporter on August 31, 2004,
as a result of the delay in the filing of Hollinger's 2003 Form
20-F (which would include its 2003 audited annual financial
statements) with the United States Securities and Exchange
Commission by June 30, 2004, Hollinger is not in compliance with
its obligation to deliver to relevant parties its filings under
the indenture governing its senior secured notes due 2011.
Approximately $78 million principal amount of Notes is outstanding
under the Indenture.  On August 19, 2004, Hollinger received a
Notice of Event of Default from the trustee under the Indenture
notifying Hollinger that an event of default has occurred under
the Indenture.  As a result, pursuant to the terms of the
Indenture, the trustee under the Indenture or the holders of at
least 25 percent of the outstanding principal amount of the Notes
will have the right to accelerate the maturity of the Notes.

Approximately $5 million in interest on the Notes was due on
September 1, 2004.  Hollinger has deposited the full amount of the
interest payment with the trustee under the Indenture and
noteholders will receive their interest payment in a timely
manner.

There was in excess of $267.4 million aggregate collateral
securing the $78 million principal amount of the Notes
outstanding.

Hollinger also received notice from the staff of the Midwest
Regional Office of the U.S. Securities and Exchange Commission
that they intend to recommend to the Commission that it authorize
civil injunctive proceedings against Hollinger for certain alleged
violations of the U.S. Securities Exchange Act of 1934 and the
Rules thereunder.  The notice includes an offer to Hollinger to
make a "Wells Submission", which Hollinger will be making, setting
forth the reasons why it believes the injunctive action should not
be brought.  A similar notice has been sent to some of Hollinger's
directors and officers.


IMPATH INC: Judge Beatty Approves Disclosure Statement
------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York approved the Third Amended
Disclosure Statement, filed on Jan. 20, 2005, by Impath Inc.

Judge Beatty found that the Disclosure Statement contained
adequate information pursuant to Section 1125 of the Bankruptcy
Code.  

The Debtor is now authorized to transmit the Disclosure Statement
explaining its Plan of Reorganization to creditors and solicit
their acceptances of that Plan.

All ballots must be properly executed, completed and delivered to:

                   The Altman Group, Inc.
                   60 East 42nd Street, Suite 405
                   New York, New York 10165

no later than 5:00 p.m. on March 8, 2005.

Any claim holder who seeks to challenge the allowance of its claim
should file with the Court not later than Feb. 25, 2005, a motion
pursuant to Bankruptcy Rule 3018(a) temporarily allowing such
claim.

                         About the Plan
                   
The Plan proposes to monetize the Debtors' assets for distribution
to its creditors and equity holders.  

Secured and unsecured creditors will recover everything they're
owed, together with post-petition interest.  As previously
reported, the Court allowed for the advanced payment of general
unsecured claims amounting to $35 to $40 million with postpetition
interest at 6-5/8%.

The residual value of the Debtors' estates after paying the
unsecured creditors -- estimated at $87 million -- will be
transferred to a liquidating trust.  

The Debtors will cease to operate and the liquidating trust will
be used to settle allowed securities litigation claims and equity
interests.

Headquartered in New York, New York, Impath Inc., together with
its subsidiaries, is in the business of improving outcomes for
cancer patients by providing patient-specific diagnostic and
prognostic services to pathologists and oncologists, providing
products and services to biotechnology and pharmaceutical
companies, and licensing software to hospitals, laboratories, and
academic medical centers.  The Company filed for chapter 11
protection on Sept. 28, 2003 (Bankr. S.D.N.Y. Case No.
03-16113).  George A. Davis, Esq., at Weil, Gotshal & Manges, LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$192,883,742 in total assets and $127,335,423 in total debts.


INNOPHOS HOLDINGS: Moody's Junks $120 Million Sr. Sec. Debt Rating
------------------------------------------------------------------
Moody's Investors Service downgraded Innophos' B1 senior implied
rating to B2 and assigned a Caa2 rating on the proposed $120
million senior unsecured notes offering of Innophos Investments
Holdings, Inc., a newly created subsidiary of Innophos Holdings
Inc.  The downgrade reflects the Company's weaker credit profile
as a result of the issuance of HoldCo notes, despite improved
performance from the company's core operations.

In addition, Moody's downgraded the ratings of the $270 million
senior secured credit facility and term loan to B2 from B1, senior
subordinated notes to Caa1 from B3.  Moody's affirmed Innophos'
speculative grade liquidity rating at SGL-2.  

Proceeds from the HoldCo note offering will be used to fund a
special $114 million dividend to its current shareholder, Bain
Capital.  This dividend virtually eliminates the equity
contributed by Bain Capital to fund the acquisition of Innophos
from Rhodia in August of 2004.  The rating outlook is stable. The
following summarizes the ratings activity.

The ratings downgraded are:

   -- Innophos, Inc.:

      * Guaranteed senior secured revolver due 2009 -- B2 from B1

      * Guaranteed senior secured term loan due 2010 -- B2 from B1

      * Guaranteed senior subordinated notes due 2014 -- Caa1 from
        B3

The ratings withdrawn from Innophos, Inc. and reassigned to
Innophos Investments Holdings, Inc. are:

   * Senior Implied

   * Senior Unsecured Issuer Rating

   * Speculative Grade Liquidity Rating


The ratings assigned are:

   -- Innophos Investments Holdings, Inc.

      * $120 million of Senior Notes due 2015 -- Caa2

      * Senior Implied at B2

      * Senior Unsecured Issuer Rating at Caa2

      * Speculative Grade Liquidity Rating at SGL-2

The downgrade reflects the significant increase in leverage from
the issuance of $120 million HoldCo notes.  While these are
payment-in-kind notes, and do not require cash interest payments
for the next five years, Moody's is concerned over the significant
increase in total leverage, 30% increase in outstanding debt, and
the lack of meaningful equity subsequent to the distribution of
cash to Bain Capital.  Subsequent to the issuance of the new
notes, pro forma debt to EBITDA on a LTM basis ending September
30, 2004 would be 6.6 times.

The stable outlook reflects the Company's improving operating
profile, Moody's modestly reduced concern over the potential tax
liability at its Mexican subsidiary, and the continued improvement
in the supply/demand balance in non-fertilizer phosphate markets.
Furthermore, the stable outlook reflects the assumption that
Innophos can generate at least $20 million of free cash flow in
2005, and that total debt to EBITDA will fall below 6 times by the
end of 2005.

Innophos successfully implemented price increases in recent
quarters, resulting in widening operating margins in the third
quarter and the likelihood of better than previously anticipated
performance in the fourth quarter of 2004.  In Moody's view,
operating performance in 2005 should also improve with cash flow
from operations of over $50 million and free cash flow of at least
$25 million.

The B2 senior implied rating reflects Moody's assumption that
management will use the vast majority of free cash flow and excess
cash on the balance sheet to repay debt in 2005.  The combination
of stronger operating performance combined with modestly lower
debt levels should cause total debt to EBITDA to decline below 6
times by the end of 2005. On an LTM basis as of September 30,
2005, Moody's estimation of pro forma EBITDA is $80.3 million.

The tax issue at Innophos' Mexican affiliate remains a tangible
concern. If Innophos incurs a cash liability in excess of $20-30
million, it could have a negative impact on the ratings.  In 2004,
Innophos received notice from the National Waters Commission of
Mexico of government duties, taxes and other charges amounting to
$132 million arising from the company's Mexican subsidiary,
Innophos Fosfatados de Mexico, S. de R.L. de C.V. ("Innophos
Fosfatados").

Innophos Fosfatados was cited for possible errors related to its
payment of government duties, taxes and other charges related to
the use of water by its Coatzacoalcos manufacturing plant from
1998 through 2002.  Amounts levied against the company by the
National Waters Commission of Mexico were comprised of basic
claims for $36 million related to direct charges for duties, taxes
and charges attributed to the relevant period.

Additional claims for $96 million were related to adjustments for
interest, inflation and federal tax law penalties.  Innophos'
Coatzacoalcos plant is the Company's largest facility and its
primary source of merchant grade phosphoric acid; any disruption
to operations at this plant could have a material impact on the
company's financial profile.

The Coatzacoalcos facility was owned an operated by a subsidiary
of Rhodia SA prior to August of 2004, when Bain purchased it.
Rhodia stated in a 6K filing on December 1, 2004 that it will
assume "direct responsibility, subject to certain limitations and
reservation of rights, for resolving the matter with the Mexican
National Water Commission".  Due to differences in the
interpretation of Rhodia's rights and obligations under the
purchase and sale agreement, specifically covering the extent to
which Rhodia will indemnify Innophos, Innophos filed suit against
Rhodia on December 16, 2004.

In their complaint, Innophos asserted that Rhodia was aware of tax
deficiencies for payments made to the Mexican National Water
Commission prior to execution of the purchase and sale agreement.
While Moody's remains concerned over Innphos' potential liability
in this matter, the timing of the underpayments and Rhodia
possible knowledge of these issues should reduce Innophos'
exposure.

Innophos is a global producer of purified phosphoric acid,
phosphate-based salts and acids and sodium tripolyphosphate.  The
Company's largest segment, phosphate-based salts and acids, are
sold into food, meat, dairy and pharmaceutical applications, and
personal care products.  These products are also used in certain
industrial applications such as water treatment, metal finishing,
and specialty fertilizers.

Sodium tripolyphosphate is an additive used in dishwashing
detergents or laundry detergents outside of the United States.
Purified phosphoric acid is a key raw material for the business
and is sold externally as an additive for beverages and for select
industrial applications.

Innophos, headquartered in Cranbury, New Jersey, is a North
American producer of phosphoric acid, phosphate-based salts and
acid and sodium tripolyphosphate for consumer and industrial
applications.  Revenues were $525 million for LTM ended September
30, 2004.


JIMMY'S 57 RESTAURANT: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Jimmy's 57 Restaurant Corporation
        dba Jimmy's Downtown
        400 East 57 Street
        New York, New York 10022

Bankruptcy Case No.: 05-10690

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: February 6, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Christopher E. Finger, Esq.
                  778 Castle Hill Avenue
                  Bronx, New York 10473
                  Tel: (718) 824-5800
                  Fax: (718) 430-9230

Total Assets: $1,450,000

Total Debts:  $738,444

Debtor's 6 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
New York State Department                               $246,381
Taxation & Finance
55 Hanson Place
Brooklyn, NY 11217
Attn: D.Lucas
Tel: (718) 722-2097

400 Realty Company               Rent                   $101,166
c/o David Frankel Realty
160 East 65 Street
New York, NY 10021
Attn: Dori Sedransk
Tel: (212) 772-7600

The 400 East 58th                Residential Rent        $75,922
Street Company
c/o David Frankel Realty
160 East 65 Street
New York, NY 10021
Attn: Dori Sedransk
Tel: (212) 772-7600

Charmer Industries Inc.          Trade debt              $10,505
19-50 48th Street
Astoria, NY 11102

Symmetry Lithographers, Ltd.     Trade debt               $9,676
23 East 10th Street
New York, NY 10003

GAF Seelig Inc.                  Trade debt               $3,000
59-05 52nd Avenue
Woodside, NY 11377


KAISER ALUMINUM: Court Approves Amended USWA Agreements
-------------------------------------------------------
As previously reported, Kaiser Aluminum Corporation and its
debtor-affiliates asked the United States Bankruptcy Court for the
District of Delaware to approve the Amended and Restated United
Steelworkers of America Agreement, including the Letter Agreements
pursuant to Sections 1113 and 1114 of the Bankruptcy Code.

*    *    *

Judge Fitzgerald approved the amended and restated agreement and
three letter agreements between Kaiser Aluminum & Chemical
Corporation and the United Steelworkers of America, AFL-CIO-CLC,
which resolves the Pension Benefit Guaranty Corporation's concerns
regarding certain replacement pension plans for the terminated
salaried and hourly pension and retiree benefit plans for
applicable retirees and dependents.

Furthermore, Judge Fitzgerald orders that Official Committee of
Salaried Retirees' rights are preserved with respect to:

   (a) conducting discovery regarding the $1,000,000 payment to
       the Voluntary Employee Beneficiary Associations; and

   (b) seeking a proportionate payment -- based on its allocable
       share of the contributions to the VEBAs -- for the
       salaried retirees' VEBA in connection with other
       proceedings the Debtors' Chapter 11 cases:

       -- the Intercompany Settlement Agreement; and

       -- the settlement agreement with the PBGC.

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. 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


L-3 COMMUNICATIONS: Buying CAE's Marine Controls Unit for $200-Mil
------------------------------------------------------------------
CAE, Inc., and L-3 Communications Corporation (NYSE: LLL) have
concluded the major portion of the sale and purchase of CAE's
Marine Controls unit, including full payment of C$245 (US$200)
million in cash.  The remaining elements of the sale, including
L-3's assumption of C$52 (pnds stlg 23) million of project finance
debt, are expected to close in the coming months, upon receipt of
final approvals.

An agreement in principle for the sale and purchase of CAE's
Marine Controls unit was previously announced on November 1, 2004.

Proceeds from the transaction will be used primarily for the
reduction of the company's long-term debt.  The transaction value
is 11 per cent lower than originally planned, and reflects a
variance in the recent performance of Marine Controls.  The
transaction will result in a net after-tax gain of approximately
C$110 million, which will be finalized and recorded in CAE's
fourth quarter ended March 31, 2005.

"The sale of Marine Controls is an important step in allowing CAE
to focus on its core business of developing simulation technology
and training solutions for civil and defence customers," said
Robert E. Brown, CAE's President and Chief Executive Officer.  "I
would like to thank the Marine Controls employees for their
contribution, and wish them all the best in their future
endeavours."

CAE is a leading provider of simulation and modelling technologies
as well as integrated training services for commercial and
business aviation, and defence customers worldwide.  The company
has annual revenues of approximately C$1 billion, with operations
and training facilities in 17 countries on five continents.

Headquartered in New York City, L-3 Communications --
http://www.L-3Com.com/-- is a leading provider of Intelligence,  
Surveillance and Reconnaissance systems, secure communications
systems, aircraft modernization, training and government services
and is a merchant supplier of a broad array of high technology
products.  Its customers include the Department of Defense,
Department of Homeland Security, selected U.S. Government
intelligence agencies and aerospace prime contractors.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2005,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BBB-' from 'BB+', on L-3
Communications Corp. and parent L-3 Communications Holdings, Inc.
The outlook is stable.

As reported in the Troubled Company Reporter on Nov. 4, 2004,
Moody's Investors Service assigned a Ba3 ratings to L-3
Communication Corporation's $650 million 5-7/8 % senior
subordinated notes due 2015.  The company's senior implied rating
is Ba2, with a positive rating outlook.  L-3 has a speculative
grade liquidity rating of SGL-1.


LNR PROPERTY: Bermuda Affiliate Completes Acquisition
-----------------------------------------------------
LNR Property Corporation (NYSE:LNR) reported the completion of the
acquisition of LNR by LNR Property Holdings Ltd., a Bermuda
company (formerly known as Riley Property Holdings LLC).  LNR
Property Holdings is 75% owned by funds and accounts managed by
Cerberus Capital Management, L.P., and its real estate affiliate
Blackacre Institutional Capital Management, LLC, and co-investors.
Another 20.4% is owned by Stuart Miller, the former Chairman of
the Board of LNR, a trust of which he is a principal beneficiary
and family partnerships.  The remainder is owned by members of
LNR's management.

As a result of the transaction, the LNR stock that was outstanding
immediately before the transaction was converted into the right to
receive $63.10 per share in cash, and LNR became a wholly owned
subsidiary of LNR Property Holdings.  LNR has requested the
delisting of its shares with the New York Stock Exchange.

            About Cerberus Capital Management, L.P.

Headquartered in New York, Cerberus Capital Management, L.P. and
its affiliated entities manage funds and accounts with capital in
excess of $14 billion.

                       About the Company

LNR Property Corporation [NYSE: LNR] is a real estate investment
and management company headquartered in Miami Beach, Florida, USA,
with assets of $3.1 billion and equity of $1.1 billion at
May 31, 2004.

                          *     *     *

LNR Property's 7-5/8% senior subordinated notes due 2013 currently
carry Moody's and Standard & Poor's junk ratings and Fitch's B-
rating.


LYONDELL CHEMICAL: S&P Puts Low-B Ratings on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit ratings, on Lyondell Chemical Co. and
its 100% owned affiliates, Equistar Chemicals LP and Millennium
Chemicals, Inc., on CreditWatch with positive implications.  The
CreditWatch listing follows Lyondell's announcement of favorable
fourth quarter and full year 2004 operating results and strong
indications that debt reduction remains a key management priority.

The CreditWatch placement reflects the increasing likelihood that
the ongoing recovery in the chemicals cycle, together with
Lyondell's steadfast commitment to restore credit quality, will
support improvement to the overall financial profile.  Lyondell
has begun to follow through on its plans to improve the capital
structure, reducing total debt by $500 million during the past
year.

"Lyondell's management team remains focused on the application of
free cash flows to debt reduction, and business conditions now
appear supportive of considerable progress in this regard," said
Standard & Poor's credit analyst Kyle Loughlin.

Standard & Poor's also notes that the Dec. 1, 2004, completion of
Lyondell's acquisition of Hunt Valley, Md.-based Millennium
Chemicals, in a stock transaction valued at $2.7 billion, enhanced
business diversity and increased Lyondell's participation in the
emerging recovery of the petrochemical cycle (Lyondell's ownership
of Equistar increased to 100% from 70.5%).  For the full year
ended Dec. 31, 2004, Lyondell's ethylene, co-products and
derivatives segment, that now includes Equistar and Millennium's
petrochemical businesses, reported $809 million of EBITDA compared
to $175 million for 2003.  Equistar's operating improvement
remains the key catalyst for meaningful debt reduction during
2005.

Houston, Texas-based Lyondell Chemical had approximately
$7.8 billion in debt outstanding as of Dec. 31, 2004 (including a
pro-rata portion of 58.75% of Lyondell-CITGO Refining L.P.'s
debt), but excluding more than $1 billion of tax adjusted
post-retirement benefits and adjustments to capitalize operating
leases and accounts receivable sales.

Standard & Poor's expects to resolve the CreditWatch within the
next three months, after consideration of the business outlook for
2005 and beyond, confirmation of management's financial policies,
and a review of potential challenges including raw material price
trends, integration issues, refinancing plans, and Lyondell-Citgo
Refining's ability to continue to generate cash for distribution.


MEDCOMSOFT INC: Increasing Proposed Private Placement to $3 Mil.
----------------------------------------------------------------
MedcomSoft, Inc., (TSX - MSF) has agreed with Loewen, Ondaatje,
McCutcheon Limited -- LOM -- to increase the number of Units to be
issued under its previously announced private placement from
3 million Units to 6 million Units.  As a result, the Company
expects to raise gross proceeds of $3 million. LOM is the
exclusive placement agent for this financing.

Under the private placement, each Unit will be issued at a price
of $0.50 and will consist of one common share and one quarter
common share purchase warrant.  A full common share purchase
warrant will entitle the holder to purchase one common share of
MedcomSoft at an exercise price of $0.65 and will be exercisable
for a 24-month period from the closing date.  The private
placement is expected to close on or about February 10, 2005.

The private placement is subject to certain conditions, including,
but not limited to, satisfactory due diligence, the execution of
an agency agreement and subscription agreements and the receipt of
all necessary regulatory approvals.

The private placement is in addition to the Company's previously
announced Rights Offering, which will be completed on or about
February 9, 2005.  The net proceeds of the private placement
financing would be used for working capital purposes.

MedcomSoft, Inc., designs, develops and markets cutting-edge
software solutions to the healthcare industry. MedcomSoft has
pioneered the use of codified point of care medical terminologies
and intelligent pen-based data capture systems to create a new
generation of electronic medical records -- EMR.  As a result of
MedcomSoft innovations, physicians and managed care organizations
can now securely build and exchange complete, structured and
homogeneous electronic patient records.  MedcomSoft applications
are written with the latest Microsoft tools to run on the Windows
platform (Windows 2000 & XP), operate with MS SQL Server 2000(TM),
support MS Terminal Server and fully integrate with MS Office
2003, Exchange and Outlook(R).  MedcomSoft applications are fully
compatible with Tablet PCs and wireless technology.

As of September 30, 2004, the Company's stockholders' deficit
narrowed to $1,372,508 compared to a $1,436,072 deficit at
June 30, 2004.


MEYER'S BAKERIES: Files for Chapter 11 Protection in W.D. Ark.
--------------------------------------------------------------
Meyer's Bakeries, Inc., has entered into an asset purchase
agreement with Southern Bakeries, L.L.C, an affiliate of Harlan
Bakeries, Inc., for the sale of Meyer's core business operations
in Hope, Arkansas, and Wichita, Kansas.  In accordance with the
terms of this agreement and to facilitate the sale transaction,
Meyer's and an affiliated entity filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code on Feb. 6,
2005.  The petitions were filed with the U.S. Bankruptcy Court for
the Western District of Arkansas.  During the sale transaction
Meyer's will continue to operate and serve its customers without
interruption.

Jerry Hanna, President and CEO of Meyer's Bakeries, Inc., said,
"We believe the sale agreement we have reached with Southern
Bakeries is in the best interest of our company, as well as our
employees, customers and suppliers.  Southern has indicated it
intends to continue operating the bakeries in Hope and Wichita,
enabling customers to be served without interruption.  We also
expect that this transaction will provide for the continued
employment of most of the facilities' current personnel."

Under the terms of the asset purchase agreement, which is subject
to Bankruptcy Court approval, Southern Bakeries, LLC, an affiliate
of Harlan Bakeries, Inc., will acquire substantially all of the
assets of Meyer's Bakeries, Inc., in Hope and Wichita.  The
proceeds of this transaction will be applied to satisfy
outstanding liabilities of Meyer's Bakeries in accordance with the
requirements of the U.S. Bankruptcy Code.

                     About Harlan Bakeries

Established in 1991, privately owned Harlan Bakeries, Inc.,
produces Harlan Bigger Better Bagels and Harlan Giant Gourmet
Bagels brands, private-label bagels, contract manufacturing, and
products for in-store bakeries.  Harlan Bakeries currently
operates four production facilities.  This includes its 200,000+
square foot flagship facility and corporate office in Avon,
Indiana.  Other plants are located in Lafayette, Indiana (pie and
cake production); Denver, Colorado (bagel production); and
Kentville, Nova Scotia, Canada (fruit pie production).

Headquartered in Hope, Arkansas, Meyer's Bakeries, Inc., produces
English muffins, bagels, bread sticks, energy bars, and hearth
baked specialty breads and rolls at its facilities in Hope and
Wichita.  The company previously sold its facilities located in
Arizona City, Arizona and Orlando, Florida to other bakery
companies.  The Company and its debtor-affiliate filed voluntary
chapter 11 petitions on Feb. 6, 2005 (Bankr. W.D. Ark. Case No.
05-70837 and 05-70837).  Charles T. Coleman, Esq., and Judy
Simmons Henry, Esq., at Wright, Lindsey & Jennings LLP, represent
the Debtors in their restructuring efforts.  When the Debtor filed
for protection form its creditors, it listed $44,226,139 in total
assets and $48,699,754 in total debts.


MEYER'S BAKERIES: Case Summary & 28 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Meyer's Bakeries, Inc.
             P.O. Box 687
             Hope, Arkansas 71802

Bankruptcy Case No.: 05-70837

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      MCC Transportation Company, Inc.           05-70838

Type of Business: The Debtor produces English muffins, bagels,
                  bread sticks, energy bars, and hearth baked
                  specialty breads and rolls at its facilities in
                  Hope and Wichita.

Chapter 11 Petition Date: February 6, 2005

Court: Western District of Arkansas (Texarkana)

Judge: James G. Mixon

Debtors' Counsel: Charles T. Coleman, Esq.
                  Judy Simmons Henry, Esq.
                  Wright, Lindsey & Jennings LLP
                  200 West Capitol Avenue, Suite 2200
                  Little Rock, AR 72201
                  Tel: 501-371-0808
                  Fax: 501-376-9442

                                   Total Assets    Total Debts
                                   ------------    -----------
Meyer's Bakeries, Inc.             $44,226,139     $48,699,754
MCC Transportation Company, Inc.      $717,064     $44,273,344

A. Meyer's Bakeries, Inc.'s 19 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Cereal Food Processors                     $663,214
P.O. Box 801116
Kansas City, MO 64180

International Paper Company                $490,400
P.O. Box 676565
Dallas, TX 75264

Bay State Milling Co.                      $453,336
Dept. CH 17308
Palatine, IL 60055

Retirement Plan for Employees              $394,843
of Meyer's Bakeries and Affiliates
2700 East Third Avenue
Hope, AR 71802

Paris Packaging, Inc.                      $233,651

Fleischmans Yeast, Inc.                    $197,357

Master Packaging, Inc.                     $179,513

Film Pak, Inc.                             $127,009

Meyer's Bakeries, Inc. 401 (k)             $117,270

National Raisin Company                    $108,890

Bakery, Confectionary, Tobacco              $89,780
and Grain Millers Local 00111

Life Line Foods LLC                         $75,011

B. C. Williams Inc.                         $68,778

Caravan Products Co., Inc.                  $56,203

Packaging Corp. of America                  $52,981

Love Box Company, Inc.                      $44,122

Tate & Lyle Ingredients Americas            $42,354

IBT, Inc.                                   $41,552

Mid America Food Sales Ltd.                 $39,952

B. Meyer's Bakeries, Inc.'s 8 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Retirement Plan for Employees of           $394,843
Meyer's Bakeries and its affiliates
2700 East Third Avenue
Hope, AR 71802

Ryder Transportation Services              $173,332
P.O. Box 96723
Chicago, IL 60693

Meyer's Bakeries, Inc. 401(k)              $117,270
Retirement Savings Plan and Trust
2700 East Third Avenue
Hope, AR 71802

Exxact Express, Inc.                        $67,635

Qualcomm, Inc.                               $4,592

Millwood Trucking                            $3,412

Comdata                                      $1,841

Innovative Computing Corp.                   $1,537


MID OCEAN: S&P Pares Rating on $10 Million Class B-1L Notes to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1L, A-1, A-2L, and B-1L notes issued by Mid Ocean 2001-1
Ltd., a CDO backed by ABS and other structured securities and
managed by Deerfield Capital Management.  At the same time, the
ratings are removed from CreditWatch with negative implications,
where they were placed Nov. 16, 2004.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes.  These
factors include continuing par erosion of the collateral pool
securing the rated notes and a negative migration in the credit
quality of the performing assets within the pool.  According to
the trustee report dated Dec. 27, 2004, which was used for the
analysis, 29.5% of all the issues in the transaction have a rating
in the non-investment-grade range ('BB+' and below).  At the time
of the last downgrade (Feb. 11, 2004), this number was at 18.1%.
Further, according to the December trustee report, the deal is
carrying $10.6 million in defaults.

Standard & Poor's noted that as a result of asset defaults, the
overcollateralization ratios for the transaction have suffered.
The class A overcollateralization ratio was at 102.34% compared to
a ratio of 106.12% at the time of the last rating action compared
to a minimum ratio of 106%; the class B overcollateralization
ratio was at 98.20%, compared to a ratio of 102.4% at the time of
the February 2004 downgrade and compared to a minimum ratio of
101%.  The deal has deferred interest to the class B noteholders
since the last two payment periods because of the failure of the
par coverage test ratios.

As a part of its analysis, Standard & Poor's reviewed the results
of recent cash flow model runs.  These runs stressed various
parameters that are instrumental in the performance of this
transaction and are used to determine its ability to withstand
various levels of default.  When the stressed performance of the
transaction was compared with the projected default performance of
the current collateral pool, Standard & Poor's found that the
projected performance of the notes, given the current quality of
the collateral pool, was not consistent with the prior ratings.
Consequently, Standard & Poor's has lowered its ratings on these
notes to the new levels.  Standard & Poor's will continue to
monitor the performance of the transaction to ensure that the
ratings assigned to the rated tranches continue to reflect the
credit enhancement available to support the notes.
    
              Ratings Lowered and Off CreditWatch
   
                      Mid Ocean CBO 2001-1

              Rating
   Class    To      From            Current Balance (Mil. $)
   -----    --      ----            ------------------------
   A-1      A       AA+/Watch Neg                     44.38
   A-1L     A       AA+/Watch Neg                    190.87
   A-2L     BBB-    AA-/Watch Neg                     15.00
   B-1L     B-      BBB-/Watch Neg                    10.00
     
Transaction Information

Issuer:              Mid Ocean CBO 2001-1 Ltd.
Co-issuer:           Mid Ocean CBO 2001-1 (Delaware) Corp.
Current manager:     Deerfield Capital Management LLC
Underwriter:         Bear Stearns & Co Inc.
Trustee:             Wells Fargo Bank Minnesota
Transaction type:    CDO of ABS
   
        Tranche Information         Initial     Current
        -------------------         -------     -------
        Date (MM/YYYY)              11/2001     2/2005

        Class A-1 note rtg.         AAA         A
        Class A-1 note balance      $50.00mm    $44.38mm
        Class A-1L note rtg.        AAA         A
        Class A-1L note balance     $215.00mm   $190.87mm
        Class A-2L note rtg.        AA          BBB-
        Class A2-L note balance     $15.00mm    $15.00mm
        Class B-1L note rtg.        BBB         B-
        Class B1-L note balance     $10.00mm    $10.00mm
   
       Portfolio Benchmarks                      Current
       --------------------                      -------
       S&P Wtd. Avg. Rtg.                        BB
       S&P Default Measure                       2.01%
       S&P Variability Measure                   1.25%
       S&P Correlation Measure                   1.44
       Oblig. Rtd. 'BBB-' and above              75.77%
       Oblig. Rtd. 'BB-' and above               82.66%
       Oblig. Rtd. 'B-' and above                89.66%
       Oblig. Rtd. in 'CCC' range                10.34%
       Oblig. Rtd. 'CC', 'SD' or 'D'             6.91%
       Obligors on Watch Neg                     0.59%
    
                   S&P Rated OC (ROC) Current
                   ------------------ -------
                   Class A-1 notes     101.07%
                   Class A-1L notes    101.07%
                   Class A-2L notes      99.8%
                   Class B-1L notes      98.3%
    
For information on Standard & Poor's CDO Portfolio Benchmarks and
Rated Overcollateralization (ROC) Statistic, please see "ROC
Report January 2005," published on RatingsDirect, Standard &
Poor's Web-based credit analysis system, and on the Standard &
Poor's Web site at http://www.standardandpoors.com/ Go to "Fixed  
Income," under "Browse by Sector" choose "Structured Finance," and
under Commentary & News click on "More" and scroll down to the
desired articles.


MMI PRODUCTS: S&P Affirms Low-B & Junk Debt Ratings
---------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on MMI
Products, Inc., to stable from negative and affirmed its 'B-'
corporate credit and 'CCC' subordinated debt ratings.

"The outlook revision reflects the likelihood that improving
earnings will continue to reduce MMI's debt leverage," said
Standard & Poor's credit analyst Lisa Wright.  Demand for the
company's concrete construction products is expected to grow
gradually along with commercial construction.  Higher demand and a
more stable raw-material pricing environment in 2005 are expected
to lead to positive cash flow from operations as inventory is
reduced from its currently elevated level.  However, markets
remain competitive, leaving MMI vulnerable to pricing pressure and
market share losses.  In addition, cash flows may remain
constrained by higher working capital levels if steel costs
continue to rise.

The ratings on Houston, Texas-based MMI Products reflect its high
debt burden, aggressive acquisition strategy, cyclical end
markets, and volatile raw-material costs.  However, the company
does benefit from its leading market position in fencing as well
as its national presence.

MMI, with sales for the 12 months ended Oct. 2, 2004, of
$650 million, manufactures welded steel reinforcement products and
accessories used in concrete construction, and chain-link and
ornamental iron-fence products.  The company also distributes
fencing products and concrete accessories manufactured by third
parties.  The company's recent sales have been about evenly split
between its fence and concrete product segments and roughly 70% of
its sales are to nonresidential end markets.


MOHEGAN TRIBAL: Moody's Puts Ba2 Rating on New $250MM Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Mohegan Tribal
Gaming Authority's new $250 million 6.125% guaranteed senior notes
due 2013 and a Ba3 rating to its new $200 million 6.875%
guaranteed senior subordinated notes due 2015.

Existing ratings were affirmed.  Proceeds from the new note
offerings will be used to repay Mohegan Tribal's outstanding bank
borrowings.  The rating outlook is stable.

Mohegan Tribal's Ba1 senior implied rating considers that the
recently completed acquisition of Pocono Downs will ultimately
have a positive impact on the Mohegan Tribal credit, help to
reduce Mohegan Tribal's single-site dependence, and provide some
hedge against potential competition in the Northeast.

While Debt/Adjusted EBITDA, net of relinquishment payments, is
expected to rise to close to 5.0x by the end of fiscal 2005 as a
result of the debt-financed acquisition, Moody's anticipates that
MTGA will maintain Debt/Adjusted EBITDA at or below 4.5x over the
long-term.  

Although this leverage is considered high for the Ba1 senior
implied rating category, Moody's considers Mohegan Tribal's
competitive profile to be strong enough to materially offset the
high leverage relative to the rating.  Connecticut legislation
currently prohibits all gaming in the state except for Mohegan Sun
and Foxwoods Resort Casino.  Foxwoods is owned by the Mashantucket
Western Pequot Tribe (Baa2 Series A Special Revenue Obligations
and Baa3 Subordinated Special Revenue Obligations).

Ratings improvement is limited at this time, and would require a
meaningful and sustainable reduction in leverage, and would also
depend on the success of Mohegan Tribal's current and future
diversification efforts.  

The current rating does not anticipate any major acquisition,
investment and/or significant expansion activity other than those
currently being pursued.  Ratings could be lowered if returns from
existing operations decline and/or MTGA pursues new developments
and investments with higher risk return profiles.

The Mohegan Tribal Gaming Authority is an instrumentality
established by the Mohegan Tribe of Indians of Connecticut, with
the exclusive power to operate the Mohegan Sun casino in
Uncasville, Connecticut.


MOSAIC COMPANY: Moody's Puts Ba2 Rating on $850MM Credit Facility
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the $850
million of guaranteed senior secured credit facilities of The
Mosaic Company.  The senior credit facilities consist of a $50
million five-year term loan A, a $400 million seven-year term loan
B, and a $400 million five-year revolving facility.  The credit
facilities are guaranteed by substantially all domestic
subsidiaries.

The credit facilities are being used to fund a restructuring of
Mosaic Company's existing bank facilities and thus support the
recent merger between Mosaic Global Holdings Inc., and Cargill
Crop Nutrition.  Mosaic was assigned a Ba3 senior implied rating.  
This concludes the review for possible upgrade for the ratings of
Mosaic Global and Phosphate Resource Partners LP.  

The review was prompted by the announcement in January 2004 that
Mosaic Global and Cargill Crop, a wholly owned business unit of
Cargill, Incorporated (A2 senior unsecured, stable outlook) had
reached an agreement to merge.  In October 2004, Moody's issued a
press release indicating that, while Mosaic Global's existing
ratings remained on review for possible upgrade, Moody's expected
that the company's debt ratings would likely move up one or more
levels upon completion of the proposed merger.

The outlook for the group's ratings is stable.  Mosaic Company is
now a public entity, owned approximately 66.5% by Cargill Crop and
33.5% by public shareholders.  The new bank ratings are contingent
upon the bank facilities closing in a timely fashion and that
these facilities remain structured as represented with no material
changes in terms or conditions.

Moody's views the merger as positively impacting Mosaic's ability
to service its debt. This positive impact is directly related to:

   1. the debt-free contribution of Cargill Crops's assets,

   2. the near-term prospects for a multi-year recovery in
      Mosaic's primary fertilizer businesses and, to a lesser
      extent, and

   3. the $145 million of potential operating and financial
      synergies that are anticipated to result from the merger by
      the end of 2007.

Moody's believes that it is management's intention to eventually
run the new company with a credit profile that suggests an
investment grade rating.  Mosaic Company had, as of May 31, 2004,
pro forma LTM revenues and operating income, as estimated by
management, of $4.5 billion and $185 million, respectively.  Total
pro forma debt was and remains about $2.1 billion.  The recent
successful consent solicitation and amendment process with Mosaic
Global's existing debt holders now provides Mosaic management with
the operational flexibility to effectively integrate the
businesses and was a key concern for the ratings.

The ratings assigned are:

   -- The Mosaic Company:

        (i) Senior Implied -- Ba3,

       (ii) Issuer Rating -- B2,

      (iii) $400 million five-year guaranteed senior secured
            revolver -- Ba2,

       (iv) $50 million five-year guaranteed senior secured term
            loan A -- Ba2, and

         v) $400 million seven-year guaranteed senior secured
            term-loan B -- Ba2.

The ratings upgraded are:

   -- Mosaic Global Holdings Inc.:

        (i) Guaranteed senior unsecured notes -- raised to Ba3
            from B1,

       (ii) Senior unsecured notes and debentures -- raised to B1
            from B2,

      (iii) Existing guaranteed senior secured credit facility --
            raised to Ba2 from Ba3 and will be withdrawn at the
            completion of the new financing,

       (iv) Mandatory convertible preferred shares -- raised to B3
            from Caa1,

   -- Phosphate Resource Partners LP:

      (v) 7% senior unsecured notes due 2008 -- raised to Ba3 from
          Caa1.

In addition, Mosaic Global's B1 senior implied and B2 issuer
ratings were withdrawn; new ratings have been assigned at The
Mosaic Company.

Upward ratings movement is restrained by Mosaic Company's sizeable
debt burden and limited prospects for free cash flow generation
and debt reduction over the near term.  Further concerns center on
the high raw material costs that are impacting the phosphate
business.  While higher costs support higher product prices, they
also limit the margin expansion and cash flow generation that
would typically result from price increases driven by strong
market fundamentals.

These concerns do not extend to the currently robust potash
business. Moody's also notes that the currently high global crop
prices are a key factor in the recovery in plant nutrient prices
and, if these prices were to be materially pressured, the length
of any recovery could be shortened.  Consequently, Moody's long-
term projections for Mosaic Company's financial performance are
limited due to the volatile nature of the agricultural and
fertilizer industries.

Moody's outlook on Mosaic Company's debt ratings is stable.  The
outlook and/or the ratings could be raised if the current global
recovery in the plant nutrient industry is stronger than
anticipated such that free cash flow generation is closer to ten
percent of total debt for an extended period of time.  The ratings
could be lowered if the global agricultural economy moves below
long-term averages, raw material cost pressures exceed Mosaic's
ability to maintain margins, or new low-cost industry capacity
disrupts the current market balance.

Structurally, the Ba2 rating assigned to the credit facilities
reflects their guaranteed senior secured position in the capital
structure.  Moody's views the level of asset coverage in a
distressed scenario as providing the support necessary to position
the ratings one notch higher than the Ba3 senior implied rating.

The credit facilities will be secured by perfected first priority
pledges of all the equity interests of Mosaic Company and each of
Mosaic's direct and indirect US subsidiaries and 65% of the equity
interests of the first tier foreign subsidiaries, except
unrestricted subsidiaries, and by perfected first priority
security interests in four facilities.  

The credit facilities are fully and unconditionally guaranteed on
a joint and several basis by Mosaic along with the other primary
borrowers.  Moody's notes that all the bank facilities are subject
to an early maturity of November 30, 2007 in the event a leverage
test is not met by November 30, 2007 or certain 2008 debt
maturities are not reduced.

With respect to the Ba3 rating of Phosphate Resource Partners LP,
the upgrade reflects the 100% ownership provided by Mosaic
Global's acquisition of all of the publicly held units of
Phosphate Resource.  

Moody's notes that the PRP bonds do not participate in the
upstream guarantees from Mosaic Global subsidiaries that some of
the existing Mosaic Global bonds, those rated Ba3, benefit from.
However the Phosphate Resource bonds are held in a subsidiary that
is closer to the operating assets than the bulk of the debt, thus
being in a structurally superior position.

The Mosaic Company, headquartered in Minnetonka, Minnesota, is a
leading global producer of phosphate and potash fertilizers and
animal feed ingredients.  Moody's believes that Mosaic on a pro
forma basis is likely to generate annual revenues of about $4.8
billion for the period ending May 31, 2005.


N-STAR REAL: Fitch Affirms Low-B Ratings on D-1A & DIB Notes
------------------------------------------------------------
Fitch Ratings upgrades the ratings on two classes and affirms the
ratings on eight classes of notes issued by N-Star Real Estate CDO
I, Ltd.

The ratings on these classes have been upgraded:

     -- $15,000,000 class B-1 notes to 'A+' from 'A';
     -- $10,000,000 class B-2 notes to 'A' from 'A-'.

The ratings on these classes have been affirmed:

     -- $208,672,389 class A-1 notes at 'AAA';
     -- $45,000,000 class A-2A notes at 'AAA';
     -- $15,000,000 class A-2B notes at 'AAA';
     -- $5,000,000 class C-1A notes at 'BBB+';
     -- $5,000,000 class C-1B notes at 'BBB+';
     -- $24,000,000 class C-2 notes at 'BBB';
     -- $10,000,000 class D-1A notes at 'BB+';
     -- $4,000,000 class D-1B notes at 'BB+'.

In addition, the class B-1, B-2, C-1A, C-1B, and C-2 notes have
been removed from Rating Watch Positive.

The ratings on the class A-1, A-2A, A-2B, and B-1 notes address
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 class B-2, C-1A, C-1B, C-2, D-1A, and D-1B
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.

N-Star is a static arbitrage cash flow collateralized debt
obligation -- CDO, supported by a portfolio of 63% commercial
mortgage-backed securities -- CMBS, 32% real estate investment
trust - REIT -- securities, and 5% real estate cash flow CDOs
selected by NS Advisors LLC, the collateral advisor, prior to its
Aug. 21, 2003, closing date.  The collateral advisor is limited to
sales of credit-impaired, credit risk, and defaulted securities.
The rating upgrades reflect the positive rating migration and
deleveraging of the structure.  Upgrades of one rating notch have
occurred on 8.4% of the portfolio while upgrades greater than one
notch occurred on 5.2% of the portfolio.  The class A-1 notes have
delevered by 16.5% since closing as a result of amortization of
the collateral.

According to the trustee report dated Dec. 31, 2004, all the
coverage and portfolio quality tests are passing their levels.
Additionally, no collateral has defaulted since closing.
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/


NATIONAL ENERGY: Wants Exclusive Plan Filing Period Until Apr. 1
----------------------------------------------------------------
NEGT Energy Trading Holdings Corporation and its debtor-affiliates
and the Quantum Debtors seek another extension of their exclusive
periods to file and solicit acceptances of a plan or plans of
reorganization.  The ET Debtors are in the very final stages of
preparing for the wind-up of their estates and the distribution of
their assets to creditors.

The ET Debtors delivered their Plan of Liquidation and Disclosure
Statement to the Court on Jan. 20, 2005.  To facilitate an
orderly and efficient Plan confirmation process, the ET Debtors
want both Exclusive Periods to be extended by 75 days.

Accordingly, the ET Debtors ask the Court to extend:

    (a) their Exclusive Plan Filing Period through and including
        April 1, 2005; and

    (b) their Exclusive Solicitation Period through and including
        June 1, 2005.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, relates that over the past several months,
the ET Debtors and the Official Committee of Unsecured Creditors
of the ET Debtors have extensively negotiated the terms of the
Plan of Liquidation.

The ET Debtors continue to liquidate their remaining assets and
have successfully continued their ongoing efforts to settle
outstanding trading contract claims pursuant to Court-approved
procedures.  The ET Debtors have been able to achieve settlements
with more than 20 trading contract counterparties, and are in
various stages of active settlement discussions with numerous
other trading contract counterparties.

The ET Debtors have also made progress with respect to disputes
regarding NEGT Energy Trading - Power, LP's tolling agreements
with Southaven Power, LLC, and Caledonia Generating, LLC.  A
Court-approved stipulation between the parties provide for
arbitration to resolve the tolling disputes.  Arbitrators have
been selected and the initial pre-hearing conference is scheduled
for February 22, 2005.

In addition, ET Power's arbitration proceedings with Liberty
Electric Power, LLC, another tolling agreement counterparty that
has asserted a large claim, are now largely completed.

Most major contingencies in the ET Debtors' cases have been
resolved in the last quarter of 2004.  Accordingly, the ET
Debtors were only recently able to devote the bulk of their
energies toward the negotiation of the Plan with the ET
Committee.

                           *     *     *

Judge Mannes will convene a hearing on February 22, 2005, at
10:30 a.m. to consider the ET Debtors' request.  Pursuant to the
Order for Complex Chapter 11 Bankruptcy Case dated July 9, 2003,
the ET Debtors' Exclusive Filing Period is automatically
extended, without the necessity of a bridge order, until the
conclusion of that hearing.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services. The Company and
its debtor-affiliates filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30459). Matthew A.
Feldman, Esq., Shelley C. Chapman, Esq., and Carollynn H.G.
Callari, Esq., at Willkie Farr & Gallagher, and Paul M. Nussbaum,
Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, L.L.P., represent the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $7,613,000,000 in assets and $9,062,000,000
in debts. NEGT received bankruptcy court approval of its
reorganization plan in May 2004, and that plan took effect on
Oct. 29, 2004. (PG&E National Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEW WEATHERVANE: Asks Court to Enforce Fair Vane Sale Agreement
---------------------------------------------------------------
New Weathervane Retail Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to enforce
the sale agreement with Fair Vane Corp.  As previously reported in
the Troubled Company Reporter, Fair Vane purchased substantially
all of the Debtors' assets on Aug. 30, 2004.

The Debtors ask the Court to direct the release a $250,000 Escrow
Fund to their estates.  The amount was deposited by the Debtors to
cure payments to landlords under the assumed leases.

Fair Vane sent the Debtors a demand letter in October 2004
alleging breach of representation and warranty and demanded a
payment of $944,148.66.  The Debtors informed the Court that the
allegation has no basis since the assets were sold to Fair Vane on
an "as is" basis.

The Debtors urge the Court to enforce the Bid Procedure Order, the
Sale Order and the Bill of Sale and release the Escrow Funds to
New Weathervane.

Headquartered in New Britain, Connecticut, New Weathervane Retail
Corporation -- http://www.wvane.com/-- is a women's specialty  
retailer.  New Weathervane filed for chapter 11 protection on June
3, 2004 (Bankr. Del. Case No. 04-11649).  William R. Firth, III,
Esq., at Pepper Hamilton LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $28,710,000 in total assets and
$24,576,000 in total debts.


NORTH AMERICA DEED: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: North America Deed Company, Inc.
        2700 East Sunset Road, Suite 5
        Las Vegas, Nevada 89120

Bankruptcy Case No.: 05-10775

Type of Business: The Debtor prepares and records deeds and
                  other real estate documents in all 50 states.  
                  See http://www.nadeed.com/

Chapter 11 Petition Date: February 4, 2005

Court: District of Nevada (Las Vegas)

Judge:  Linda B. Riegle

Debtor's Counsel: Timothy S. Cory, Esq.
                  Timothy S. Cory & Associates
                  3016 West Charleston Boulevard #210,
                  Las Vegas, Nevada 89102
                  Tel: (702) 388-1996

Estimated Assets: $500,000 to $1 Million

Total Debts:  $4,679,025

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Donna Rae & Dallas Galley                     $456,315
75 Ancient Hills Drive
Henderson, Nevada 89074

Boyd & Daisy Eliason                          $424,642
1721 Arrowhead Street
Las Vegas, Nevada 89030

Jerry & Marie Zohner                          $350,651
745 Spanish Drive
Las Vegas, Nevada 89110

Zohner CRT                                    $305,234
c/o Jerry & Marie Zohner
745 Spanish Drive
Las Vegas, Nevada 89110

Gordon & Marjorie O'Brien                     $281,576
175 Kingsley Road
Hull, Massachusetts 02045

Vergene & Rosalie Munford                     $265,514
71 East Texas Avenue
Henderson, Nevada 89015

Mary K. Rivers                                $265,000
3070 East Desmond Avenue
Las Vegas, Nevada 89121

Marvin Haak                                   $258,232
9818 Medicine Point Drive
Kingman, Arizona

Robert & Beverly Wertman                      $195,924
2905 Crown Ridge Drive
Las Vegas, Nevada 89134

Pennilee Parker                               $176,515
2915 Michelle Lane
Highland, California 92346

Rosie Smith                                   $170,550

Joseph & Victoria Sabia                       $130,132

Jon Joseph                                    $120,000

The River Foundation                          $112,000
c/o National Heritage Foundation

Scott MacDonald                               $110,000

Aaron Romano                                  $100,000

Kathleen Jakner                                $82,281

Eliason Foundation                             $64,556

Dawn Holdman                                   $62,500

Cynthia Morris                                 $50,000


ORIENTAL TRADING: Moody's Pares 2nd-Lien Sr. Sec. Ratings to B3
---------------------------------------------------------------
Moody's Investors Service downgraded the senior implied and
second-lien senior secured ratings of Oriental Trading Company,
Inc., to B2 and B3, respectively, and affirmed the first-lien
senior secured rating of B1.  Also, Moody's rated Oriental
Trading's proposed incremental $30 million first-lien senior
secured term loan b and $42 million second-lien senior secured
term loan at B1 and B3, respectively.

Proceeds and cash-on-hand of $29.7 million will fund a $100.0
million dividend to shareholders and will take leverage to
approximately 5.0x net debt to adjusted ebitda from 3.8x.  The
rating outlook, which had been negative, has been revised to
stable at the new rating level.

The ratings affected are:

   * Senior implied downgraded to B2 from B1;

   * $40 million first-lien senior secured revolving credit
     facility affirmed at B1;

   * $256.8 million of first-lien senior secured term loan b
     affirmed at B1;

   * $30.0 million add-on first-lien senior secured term loan b,
     assigned at B1;

   * $80.0 million second-lien senior secured downgraded to B3
     from B2;

   * $42.0 million second-lien senior secured, assigned at B3;

   * Senior unsecured issuer downgraded to Caa1 from B3.

The outlook is changed to stable from negative.

The ratings are restrained by the non-productive use of cash and
an increase in leverage to fund a dividend at a time when sales
and profit growth are slowing and Oriental Trading needs to invest
in capital spending to add incremental distribution capacity.  The
ratings also recognize the aggressive financial policy that has
resulted in significant capital being returned to its financial
sponsor through debt-financed transactions over the past few
years.

Post the transaction, net debt to EBITDA is expected to increase
from approximately 3.8x to 5.0x. Higher debt levels, despite
expected pricing reductions on its secured facilities, will
increase associated interest costs and, in combination with
capital spending programs, materially limit free cash flow
available to reduce debt.

Oriental Trading's stable outlook at the new rating level is based
on the company's steady growth and margin expansion in various
economic environments, its ability to fund growth initiatives from
internal cash flows, its favorable position in its niche of the
catalog sales segment of retail, its ability to continue to
leverage operating costs as it grows, its relatively modest
inventory risk, and its experienced management team.  The ratings
also anticipate sensible operating strategies going forward,
including category expansion into school supplies and party
supplies.

Moody's does not anticipate rating changes over the coming year,
and notes that the new senior implied rating level provides
substantial cushion for erosion in credit metrics.  That said,
negative rating actions could be possible if the Company is unable
to sustain profit improvements or increases its debt burden such
that leverage exceeds 6.5x or free cash flow turns negative.
Further, given the significant size of the first lien facilities
relative to tangible assets and the debt structure, Moody's views
the B1 ratings on these facilities as weakly positioned in the B1
category.

The ratings may not move in step with future senior implied rating
changes, and could be downgraded if leverage exceeds 5.5x,
particularly if first lien debt levels increase.  Potential
catalysts for such weakness could include additional shareholder
return initiatives or challenges associated with its facility
expansion, pricing, customer acquisition costs, or competitive
threats.

On the other hand, continued discipline with regard to cost
efficiency, the successful launch of new product categories, and a
smooth transition through facility expansion projects could
support positive rating actions, particularly if the Company
commits to sustaining debt levels below 4.5x and generates mid-to-
high single digit free cash flow as a percentage of debt.

Despite the incremental leverage, Moody's believes that the
position of the first-lien senior secured facilities was not
materially worsened by the transaction and therefore affirmed the
ratings at B1.  

Debt levels through the first lien facilities are only modestly
higher than at the last recapitalization and enterprise value
support remains available based on a reasonable EBITDA multiple
assumptions.  In contrast, Moody's believes that the increase in
higher priority and pari passu debt meaningfully weakens the
standing of the second-lien facilities, and thereby warrants the
downgrade to B3.

Oriental Trading Company, a subsidiary of OTC Holdings, is a
privately-held company headquartered in Omaha, Nebraska.  The
Company sells novelties and home decor by catalog and the
Internet.


PEGASUS SATELLITE: Wants Mar. 24 Confirmation Hearing Scheduled
---------------------------------------------------------------
Pegasus Satellite Communications, Inc. and its debtor-affiliates
ask Judge Haines to convene a hearing to consider confirmation of
their Chapter 11 Plan on March 24, 2005.  The Debtors propose that
(with the consent of the Official Committee of Unsecured
Creditors, not to be unreasonably withheld) they be permitted to
continue the Confirmation Hearing from time to time as appropriate
without further notice except for adjournments announced in open
court.

The Debtors ask the United States Bankruptcy Court for the
District of Maine to direct that objections, if any, to the Plan
must be filed and served by 4:00 p.m. (Eastern Standard
Time) on March 17, 2005.  The Debtors further propose that the
Bankruptcy Court only consider timely filed written objections
stating:

    (a) the name and address of the objecting party;

    (b) the amount and nature of the Claim or Interest of that
        party; and

    (c) with particularity, the basis and nature of any objection
        or proposed modification, and that all objections not
        timely filed and served in accordance with the provisions
        of this Motion be deemed waived.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading  
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PIPEMASTERS INC: List of its 20 Largest Unsecured Creditors
-----------------------------------------------------------
Pipemasters, Inc., released a list of its 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim         Claim Amount
   ------                     ---------------         ------------
Carl J. Roncaglione, Jr.      Legal fees                $195,584
Attorney at Law
1018 Kanawha Blvd., East
Ste. 401
Charleston, WV 25301

Penn National Insurance Co.   Trade debt                $184,506
Two North 2nd St.
Harrisburg, PA 17101

Caterpillar Financing         2 caterpillar              $90,000
Services                      excavators
P.O. Box 34001                Secured value:
Nashville, TN 37203           $75,000

Roger L. Gibson               Loan for legal fees        $43,000

WV Paving, Inc.               Trade debt                 $35,481

TM Custom Cutting             Trade debt                 $33,275

Thornburg Company, Inc.       Trade debt                 $26,030

Klug Brothers                 Trade debt                 $19,647

Hughes Supply                 Trade debt                 $18,233

Chambers Paterno & Assoc.     Accounting fees            $13,606

Gassaway Concrete             Trade debt                  $7,947

Summit Community Bank Visa    Credit card                 $7,393
                              purchases for
                              business expenses

Westfield Insurance           Trade debt                  $7,272

TP Equipment                  Trade debt                  $6,242

WV Division of Highway        Trade debt                  $6,112
Finance Division

Thaxton Excavating            Trade debt                  $5,699

Contractors Assoc. of WV      Trade debt                  $4,929

Southern West Virginia        Trade debt                  $4,752
Asphalt

Martin Marietta Materials     Trade debt                  $4,487

Citibusiness                  Credit card                 $4,082

Headquartered in Hurricane, West Virginia, Pipemasters, Inc.,
provides residential and commercial plumbing repair services.  The
Company filed for chapter 11 protection (Bankr. S.D.W.V. Case No.
05-20153) on Jan. 25, 2005.  Susan Cannon-Ryan, Esq., at Shaffer
and Shaffer, PLLC, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million to $10 million and debts
between $500,000 to $1 million.


POSTER FIN'L: Selling Golden Nugget Hotel to Landry's for $140-Mil
------------------------------------------------------------------
Poster Financial Group, Inc., and PB Gaming, Inc., have entered
into an agreement to sell the Golden Nugget Las Vegas to Houston,
Texas-based Landry's Restaurants, Inc. (NYSE:LNY) for
approximately $140 million in cash, and an additional payment by
LNY for certain working capital liabilities.

Under the terms of the transaction, PB Gaming, the sole
stockholder of PFG, would sell all of the shares of PFG to LSRI
Holdings, Inc., a wholly owned subsidiary of Landry's Restaurants,
Inc.  It is anticipated that the transaction will close within the
next twelve months, subject to customary closing conditions
contained in the purchase agreement, including receipt of all
necessary governmental, gaming and other approvals.

The agreement provides that PFG's currently outstanding Senior
Secured Notes due 2011 will remain outstanding obligations of PFG
following the closing.  The consummation of the sale will result
in a change of control of PFG under the terms of the Notes and, as
a result, PFG will be required within 30 days of such change of
control to commence an offer to purchase any of its Notes for 101%
of the aggregate principal amount of such Notes, plus any accrued
and unpaid interest.

"This sale is designed to capitalize on the tremendous demand for
casino properties in Las Vegas and to enhance the ability of PFG
to participate in various business opportunities," said Tim
Poster, Chairman and Chief Executive Officer of PFG. "We are
delighted that Landry's Restaurants, Inc. shares our appreciation
for the contributions of the Golden Nugget's employees and
customers in making this property a leader for many years in Las
Vegas," said Poster.  "We believe that Landry's will be a proud
guardian of the Golden Nugget brand and will enjoy continued
financial success with the property."

"Landry's is thrilled to add casino gaming to a varied and diverse
collection of entertainment offerings that already includes casual
and fine dining, hospitality and aquarium properties," said Tilman
Fertitta, chairman, president, and CEO of Landry's.  "The Golden
Nugget is the premier property in downtown Las Vegas, has
outstanding brand recognition across the country, and is a perfect
fit for us."

                  About Golden Nugget Las Vegas

Golden Nugget Las Vegas opened as a gambling hall in 1946.  It is
the largest resort in downtown Las Vegas with 1,907 guest rooms
and suites; 38,000 square feet of gaming space including 1,300
slots and 50 gaming tables, and 29,000 square feet of meeting and
banquet space. Golden Nugget Las Vegas has received the AAA Four
Diamond Award perennially since 1977. Amenities of the property
include headline entertainment, five award winning restaurants, a
complete spa and salon, 12 meeting and banquet rooms accommodating
up to 400 people, and a year-round outdoor swimming pool with
cabanas. The property is a foundation member of the Fremont Street
Experience, which was developed in 1996 to attract and entertain
visitors to the area.

                         About Landry's

Landry's Restaurants Inc., is the nation's second largest and
fastest growing casual-dining, full-service seafood restaurant
chain.  Publicly traded on the New York Stock Exchange, Landry's
owns and operates over 300 restaurants, including Landry's Seafood
House, Joe's Crab Shack, The Crab House, Rainforest Cafe,
Charley's Crab, Willie G's Seafood & Steak House, The Chart House,
and Saltgrass Steak House, as well as Kemah Boardwalk, a
magnificent 40-acre, family-oriented themed entertainment
destination.  The company employs approximately 30,000 workers in
36 states. Additional information is available at
http://www.landrysrestaurants.com/  

                      About Poster Financial

Poster Financial Group, Inc., is owned by PB Gaming Inc., which is
owned by Timothy Poster and Thomas Breitling, the entrepreneurs
who founded the revolutionary travel website Travelscape.com and
later sold it to Expedia.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2004,
Standard & Poor's Ratings Services revised its outlook on casino
operator Poster Financial Group, Inc., to negative from stable.
At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas, Nevada-headquartered company, including its 'B'
corporate credit rating.

Total debt outstanding at September 30, 2004, was $181 million.

"The outlook revision follows weaker-than-expected third quarter
operating performance due to a low casino hold percentage and
increased expenses associated with marketing, advertising, and
casino promotions," said Standard & Poor's credit analyst Peggy
Hwan.  For the third quarter ended Sept. 30, 2004, Poster
reported an EBITDA loss of $0.3 million compared with positive
EBITDA of $6.7 million in the same prior-year period, resulting in
credit measures that are somewhat weak for the rating. In
addition, there has been some dialogue about a potential expansion
at the Las Vegas property.


POSTER FINANCIAL: Proposed Sale Cues Moody's to Affirm B2 Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 rating on Poster
Financial Group, Inc.'s $155 million senior secured notes due 2011
following the Company's announcement that it entered into an
agreement to sell the Golden Nugget Las Vegas to Landry's
Restaurants, Inc., for approximately $140 million in cash, and an
additional payment by Landry's for certain working capital
liabilities.

The sale agreement provides that Poster Financial's outstanding
senior secured notes will be assumed by a unrestricted subsidiary
owned by Landry's and remain outstanding obligations following the
closing.  The Company's B2 senior implied rating and B3 long-term
issuer rating were also affirmed.  The ratings outlook is stable.

Under the terms of the transaction, PB Gaming, the sole
stockholder of Poster Financial, would sell all of the shares of
Poster to a wholly-owned, unrestricted subsidiary of Landry's.  
The consummation of the sale will result in a change of control of
Poster under the terms of the notes and, as a result, Poster will
be required within 30 days of the change of control to commence an
offer to purchase any of its notes for 101% of the aggregate
principal amount, plus any accrued and unpaid interest.

The transaction is expected to close within the next twelve
months, subject to customary closing conditions contained in the
purchase agreement, including receipt of all necessary
governmental, gaming and other approvals. Separately, on November
8, 2004, Poster Financial entered into a stock purchase agreement
to sell its Laughlin casino property for approximately $31.0
million plus an adjustment for net working capital at the closing
date, approximately $4.0 million at September 30, 2004.

Headquartered in Las Vegas, Nevada, Poster Financial Group, Inc.
is a holding company that was created solely for the purpose of
acquiring the Golden Nugget properties in downtown Las Vegas and
Laughlin.  Poster is a wholly-owned subsidiary of PB Gaming which
is owned by Timothy Poster and Thomas Breitling.


POSTER FINANCIAL: S&P Revises Outlook on Low-B Ratings to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Poster
Financial Group, Inc. -- PFG -- to stable from negative.

At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas, Nevada-headquartered company, including its 'B'
corporate credit rating.  Total debt outstanding at
Sept. 30, 2004, was $181 million.

The outlook revision follows today's announcement that Landry's
Restaurants, Inc. (BB-/Negative/--) will purchase PFG's Las
Vegas-based Golden Nugget Casino for $140 million in cash and the
assumption of $155 million of senior secured notes due 2011, as
well as certain working capital liabilities.  "This revision stems
primarily from our expectation that PFG will benefit over time
from the support of Landry's, even though the Golden Nugget is
expected to be held in an unrestricted subsidiary," said Standard
& Poor's credit analyst Peggy Hwan.

PFG owns a second property, the Golden Nugget Laughlin, which is
expected to be sold to Barrick Gaming for $31 million, with
closing anticipated in May 2005.  PFG's existing bank debt, which
totaled approximately $25 million at Sept. 30, 2004, is expected o
be substantially repaid with the proceeds from the sale of the
Laughlin property.


PRIMUS TELECOM: S&P Assigns B- Rating to $100M Senior Secured Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Primus Telecommunications Holding, Inc.'s -- Holding --
$100 million senior secured term loan.  A recovery rating of '5'
also was assigned to the loan, indicating the expectation for
negligible recovery of principal (0%-25%) in the event of a
payment default or bankruptcy.  These ratings are based on
preliminary term loan documentation.

The outlook on McLean, Virginia-based international long-distance
carrier Primus Telecommunications Group Inc. (Primus) was revised
to negative from developing.  All existing ratings on Primus,
including the 'B-' corporate credit rating, were affirmed.

The term loan is secured by a perfected first-priority lien on the
assets and stock of the U.S. operating company guarantors.  It is
also secured by a pledge of 65% of the stock of the non-U.S.
subsidiaries and by Holding's intercompany notes owned by such
non-U.S. subsidiaries, which represent a significant asset to
Holding.  Intercompany notes at the non-U.S. subsidiaries rank
pari passu with unsecured obligations at the foreign subsidiaries
in priority of payment.  As a result, the term loan is rated the
same as the corporate credit rating, since only drawings under the
C$45 million ($33 million) secured loan facility at the Canadian
subsidiary has priority relative to the term loan in a bankruptcy.   
However, borrowing under the Canadian facility after funding of
the proposed term loan will not be available as a result of
existing public unsecured debt indentures.

The outlook change primarily reflects the material near-term
weakening in credit metrics that Standard & Poor's expects Primus
to experience as a result of an anticipated year-over-year decline
in 2005 EBITDA and, to a lesser extent, from the new debt
issuance.  The EBITDA decline that Standard & Poor's expects is
attributable to the incremental expenses associated with new
product and service initiatives, prompted by heightened
competition.  Absent receipt of the new financing, the company's
near-term credit profile could come under additional pressure as a
result of the expected decline in EBITDA.  Moreover, as a result
of this anticipated EBITDA decline, we do not expect Primus to be
net free cash flow positive after capital expenditures in 2005.

"The ratings reflect the high degree of competition in the
international long-distance telephone business and the expectation
that competition in both the residential and business
telecommunications markets will accelerate over the next year,"
said Standard & Poor's credit analyst Catherine Cosentino.  "In
particular, incumbent telephone carriers are expected to
aggressively vie for customers in the face of increased
competition in their local telephone markets.  The business
market, though facing somewhat less pricing pressure than the
residential market, has been hurt by economic weakness and
associated bankruptcies, as well as by the scale-back of telecom
spending by many customers."


ROGERS COMMS: Hosting Fourth Quarter Conference Call on Feb. 15
---------------------------------------------------------------
Rogers Communications, Inc., (TSX: RCI; NYSE: RG) plans to release
its fourth quarter 2004 results the morning of Tuesday,
February 15, 2005 before North American markets open.  Company
management will host a conference call with the financial
community at 10:00 a.m. ET the same day to discuss their operating
results and outlook.

Those wishing to listen to the conference call should access the
live webcast on the Investor Relations section of Rogers' web site
at http://www.rogers.com/or http://www.rogers.com/webcast The  
webcast will be available on Rogers' web site for re-broadcast
following the conference call for at least two weeks.

Members of the financial community wishing to ask questions during
the call may access the teleconference call by dialing (416) 640-
1907 or (800) 814-3911 ten minutes prior to the scheduled start
time and requesting Rogers' fourth quarter 2004 earnings
conference call.  A re-broadcast will be available following the
conference call by dialing (416) 640-1917, pass code 21108458
followed by the number sign.

Rogers Communications, Inc., (TSX: RCI; NYSE: RG) is a diversified
Canadian communications and media company engaged in three primary
lines of business.  Rogers Wireless is Canada's largest wireless
voice and data communications services provider and the country's
only carrier operating on the world standard GSM/GPRS technology
platform; Rogers Cable is Canada's largest cable television
provider offering cable television, high-speed Internet access and
video retailing; and Rogers Media is Canada's premier collection
of category leading media assets with businesses in radio,
television broadcasting, televised shopping, publishing and sport
entertainment.  

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2004,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Rogers Communications, Inc. -- RCI, Rogers Cable
Inc., and Rogers Wireless Inc. -- RWI -- to 'BB' from 'BB+'
following RWI's successful tender for various equity securities of
Microcell Telecommunications, Inc.  Given the success of the
offer, and lack of any other material conditions RWI is expected
to complete the acquisition of Microcell in the near term.  The
outlook is currently stable.


SELECT MEDICAL: Noteholders Agree to Amend Senior Sub. Notes
------------------------------------------------------------
Select Medical Corporation (NYSE: SEM) reported that the consent
solicitation commenced in connection with the cash tender offer to
purchase any and all of the $175 million outstanding principal
amount of its 9-1/2% Senior Subordinated Notes due 2009 and the
consent solicitation commenced in connection with the cash tender
offer to purchase any and all of the $175 million outstanding
principal amount of its 7-1/2% Senior Subordinated Notes due 2013
each expired at 5:00 p.m., New York City time, on Feb. 2, 2005.  
Also, the last day that holders of 9-1/2% Notes or 7-1/2% Notes
could have withdrawn tendered notes and revoked delivered consents
was as of 5:00 p.m., New York City time, on the Consent Date.  Any
subsequent tenders of notes and deliveries of consents may not be
withdrawn or revoked.

As of the Consent Date, Select had received the consent of holders
of:

   -- $175.0 million aggregate principal amount of the 7-1/2%
      Notes, and

   -- approximately $168.9 million aggregate principal amount of
      the 9-1/2% Notes,

representing 100% and approximately 97% of the total 7-1/2% Notes
and 9-1/2% Notes outstanding, respectively.  As a result, Select
has received the consents necessary to amend the indentures
governing the 9-1/2% Notes and the 7-1/2% Notes, respectively.  As
more fully described in Select's Offer to Purchase and Consent
Solicitation Statement, dated January 20, 2005, the proposed
amendments to each of the indentures eliminate certain provisions
contained in the indentures relating to restrictive covenants,
events of default and conditions to defeasance. Select intends to
promptly execute a supplemental indenture to each indenture with
respect to such proposed amendments, however, such proposed
amendments will not become operative until the applicable notes
are accepted for purchase.

Select anticipates accepting tendered notes for purchase
concurrently with the closing of Select's previously announced
merger with EGL Acquisition Corp., an affiliate of Welsh, Carson,
Anderson & Stowe IX, L.P. The merger remains subject to certain
customary conditions, including the approval by a majority of
Select's stockholders and approval by holders of a majority of the
outstanding shares of Select's common stock not held by EGL
Holding Company, EGL Acquisition Corp., Welsh, Carson, Anderson &
Stowe IX, L.P., its co- investors or members of Select's board or
management that are expected to participate in the merger.  On
Feb. 24, 2005, Select will hold a special meeting of Select's
stockholders to vote on the adoption of the merger agreement.  If
Select obtains the requisite stockholder approval, it expects to
close the merger promptly thereafter.

The tender offer will expire at 9:00 a.m., New York City time, on
February 24, 2005, unless extended or terminated by Select.
Holders who validly tendered notes prior to the Consent Date will
receive a consent payment of $20 per $1,000 principal amount of
the notes so tendered, in addition to the applicable tender offer
consideration. Holders who validly tender their notes after the
Consent Date but before the expiration of the tender offer will
not receive the Consent Payment, and will receive payment of the
tender offer consideration of $1,046.56 per $1,000 principal
amount of the 9-1/2% Notes and $1,114.23 per $1,000 principal
amount of the 7-1/2% Notes.

Merrill Lynch & Co. is acting as the dealer manager and
solicitation agent for the tender offers and consent
solicitations. The depositary for the tender offers is
Computershare Trust Company of New York. Questions regarding the
tender offers and consent solicitations may be directed to Merrill
Lynch & Co., telephone number (888) ML4-TNDR (toll-free) and (212)
449-4914 (call collect). Requests for copies of the Offer to
Purchase and Consent Solicitation Statement and related documents
may be directed to Georgeson Shareholder Communications Inc.,
telephone number (877) 278-3834 (toll-free) and (212) 440-9800
(call collect).

                       About the Company

Select Medical Corporation-- http://www.selectmedicalcorp.com/--
is a leading operator of specialty hospitals in the United States.
Select operates 99 long-term acute care hospitals in 26 states.
Select operates four acute medical rehabilitation hospitals in New
Jersey.  Select is also a leading operator of outpatient
rehabilitation clinics in the United States and Canada, with
approximately 741 locations.  Select also provides medical
rehabilitation services on a contract basis at nursing homes,
hospitals, assisted living and senior care centers, schools and
worksites.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 20, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Select Medical Corp. to 'B+' from 'BB-'. Standard &
Poor's also assigned its 'BB-' rating and its recovery rating of
'1' to Select Medical's $880 million proposed senior secured bank
credit facility. Select Medical Corp. is a wholly owned
subsidiary of EGL Holding Co. -- Holdco.  The facility is rated
one notch above the company's corporate credit rating; this and
the '1' recovery rating mean that lenders are likely to realize
full recovery of principal in the event of a bankruptcy.


SIRVA INC: S&P Revises Outlook on Low-B Ratings to Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on SIRVA,
Inc. (long-term corporate rating 'BB') to negative from stable.  
The outlook revision follows SIRVA's recent announcement that it
would not meet its previously announced earnings guidance for the
fourth quarter of 2004 due to unanticipated charges and
lower-than-expected operating margins in each of its business
segments.  The charges were related to its insurance and European
businesses, which reported disappointing results starting in the
third quarter of 2004.  The accounting issues arose during
management's review of Sarbanes-Oxley Act compliance procedures
and as part of the company's year-end closing process.

"The outlook change reflects the fourth-quarter extraordinary
charges and poor operating results over the past few quarters,"
said Standard & Poor's credit analyst Kenneth L. Farer.  Despite
steadily increasing revenues, credit metrics have not improved,
and debt leverage remains high for the rating.  However, the
company continues to have adequate liquidity and cash flow
measures remain appropriate for the current rating. Westmont,
Illinois-based SIRVA had $675 million of lease-adjusted debt at
Sept. 30, 2004.

Ratings on SIRVA (formerly Allied Worldwide, Inc.) and SIRVA
Worldwide, Inc., whose primary operating subsidiary is North
American Van Lines, Inc. -- NAVL, reflect a significant debt
burden from various acquisitions, participation in the low-margin
relocation business, and an active, ongoing acquisition program.  
Positive credit factors include the strong market presence of the
company's northAmerican, Allied, and Pickfords brands.

Ratings could be lowered if:

   (1) earnings pressure continue, causing credit measures to
       deteriorate;

   (2) additional charges are disclosed; or

   (3) a material restatement is required.

A revision to a stable outlook would be predicated on improved
earnings measures, absence of additional unusual charges, and a
clean audit opinion on basic financial statements.


SPX CORP: Launches Cash Tender Offers for Senior Notes
------------------------------------------------------
SPX Corporation (NYSE: SPW), has commenced cash tender offers to
purchase any and all of the outstanding 6-1/4% Senior Notes due
2011 and 7-1/2% Senior Notes due 2013, as well as related consent
solicitations to amend the indenture governing each series of
Notes.

The total consideration to be paid for each validly tendered
6-1/4% Senior Note due 2011 will be based on a fixed spread of 75
basis points over the yield to maturity of the 5% U.S. Treasury
Note due Feb. 15, 2011.  The total consideration to be paid for
each validly tendered 7-1/2% Senior Note due 2013 will be based on
a fixed spread of 100 basis points over the yield to maturity of
the 3% U.S. Treasury Note due Nov. 15, 2007.  The foregoing
amounts in each case will include a consent payment of $30 per
$1,000 principal amount of the Notes if the Notes are tendered on
or prior to the consent time.  The yield to maturity of the
reference U.S. Treasury Notes used in the fixed spread formulas
will be set at 2 p.m., New York City time, on March 3, 2005,
unless the offers are extended.

The consent solicitations will expire at 5:00 p.m., New York City
time, on Feb. 17, 2005, unless extended.  The tender offers will
expire at 5:00 p.m., New York City time, on Mar. 7, 2005, unless
extended.  The tender offers and consent solicitations are made
upon the terms and conditions set forth in the Offer to Purchase
and Consent Solicitation Statement, dated Feb. 4, 2005, and the
related Consent and Letter of Transmittal.  Holders who tender
their Notes pursuant to the offers will be required to consent to
the proposed amendments.  Holders who tender their Notes after the
consent time will not be entitled to receive the consent payment.
The offer is subject to the satisfaction of certain conditions,
including closing of the sale of SPX Corporation's Edwards Systems
Technology business, and receipt of consents in respect of the
requisite principal amount of Notes.  The purpose of the consent
solicitations is to, among other things, eliminate substantially
all of the restrictive covenants and certain of the default
provisions contained in the indenture governing the Notes.

The tender offer documents are being distributed to holders
beginning today. J.P. Morgan Securities Inc.  is the Lead Dealer
Manager for the offers and Lead Solicitation Agent for the consent
solicitations and can be contacted at (212) 834-3424 (collect) or
(866) 834-4666 (toll free).  Global Bondholder Services
Corporation is the Information Agent and can be contacted at (212)
430-3774 (collect) or (866) 387-1500 (toll free).

                        About the Company

SPX Corporation -- http://www.spx.com/-- is a global provider of  
technical products and systems, industrial products and services,
flow technology, cooling technologies and services, and service
solutions.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2004,
Fitch affirmed the ratings on SPX Corporation's senior unsecured
debt and senior secured bank debt at 'BB' and 'BB+'.

The Rating Outlook has been revised to Evolving from Stable.

At Sept. 30, 2004, SPX had close to $2.5 billion of debt
outstanding.

The Rating Outlook revision follows SPX's recently announced,
separate agreements to sell BOMAG and Edwards Systems Technology
-- EST -- for a combined $1.8 billion in cash.  SPX expects the
transactions will be completed by the end of the first quarter of
2005 and has stated its intent to use proceeds from the sales to
strengthen its balance sheet, pay down debt and buy back equity.
The company continues to review its business portfolio for
potential additional asset sales.


STEEL DYNAMICS: S&P Upgrades Corporate Credit Rating to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Fort Wayne, Indiana-based Steel Dynamics, Inc. -- SDI --
to 'BB' from 'BB-'.

At the same time, Standard & Poor's raised its unsecured debt
rating to 'BB' from 'B+' and the subordinated debt rating to 'B+'
from 'B'.  The outlook is stable.  Steel Dynamics had
approximately $450 million in total debt at Dec. 31, 2004.

"The upgrade reflects the company's strong financial performance,
improved balance sheet and the expectation that steel markets will
remain relatively strong in 2005," said Standard & Poor's credit
analyst Paul Vastola.  SDI has enhanced its cash flow prospects
with its continued success in expanding into more value-added
steel production and downstream operations.  These actions,
together with its lower debt leverage, should enable the company
to fund its aggressive growth spending while maintaining adequate
metrics through the cycle.

The rating on the company's senior unsecured notes was raised two
notches and is now equivalent with the corporate credit rating,
reflecting the notes' improved position within the capital
structure given the significant reduction in priority liabilities
as well as the growth in the company's asset base.

The ratings on Steel Dynamics reflect its exposure to highly
competitive and cyclical end markets and its aggressive growth
initiatives, partially offset by its very low cost position,
successful efforts in diversifying its product lines, and its
strong credit measures.  As a steel minimill producer, the company
benefits from a nonunionized workforce with no retiree medical or
pension obligations.  The company also benefits from strategic
locations and has a good track record of building new capacity at
lower costs relative to its competition.


STELCO INC: Monitor Files Eighteenth Report
-------------------------------------------
Stelco Inc. (TSX:STE) disclosed that the Eighteenth Report of the
Monitor in the matter of the Company's Court- supervised
restructuring has been filed.  The full text of the Report can be
accessed through a link available on Stelco's Web site.

                     Production and Shipping

The Monitor provides a summary of semi-finished steel production
and product shipments by each segment of the Company's operations.
The Company estimates that 4,473,000 net tons of semi-finished
steel was produced by the Company's integrated steel business
(Hamilton and Lake Erie) during 2004. This compares to the
4,286,000 net tons produced during 2003.

The Company estimates shipments of 3,975,000 net tons from the
integrated steel operations during 2004.  This compares to the
4,158,000 net tons shipped during 2003.

                  Cash Flow Results and Forecasts

The Report indicates that Stelco has entered into contracts for in
excess of 50% of its expected shipments in 2005.  As a result of
the improved market conditions compared to a year earlier, the
pricing on these contracts is on average 30% higher than on
comparable contracts during 2004.  The Monitor indicates that this
should assist Stelco to improve its cash flow from operations over
the coming months.  The Monitor also reports the Company's belief
that it will be able to generate net cash flow and improve its
liquidity during 2005 if market conditions remain strong and given
the impact of the higher prices generated through its contract
business for that year.  The appendices to the Report contain the
cash flow forecasts prepared for the Company covering the period
January 29, 2005 through to April 29, 2005.

                    Other Financial Information

The Report states that Stelco will not be in a position to issue
audited financial statements in the near future because of
uncertainties surrounding the restructuring process.  However, the
Monitor notes that Stelco has indicated that it may be in a
position to pre- announce certain preliminary unaudited operating
results for the fourth quarter of 2004 before the end of this
month.  At that time, the Monitor notes, Stelco may also provide
an indication of the financial forecast for 2005.  In the
meantime, and to address stakeholder requests, the appendices to
the Report provide certain business, financial and pension
information prepared by the Company with the Monitor's assistance
regarding Stelco's integrated steel business.  Some of this
material updates information contained in a "Situation Overview"
provided by the Company to stakeholders on April 27, 2004.

Information in these appendices dealing with 2004 has been
estimated by Stelco based on actual results for the first three
quarters and projected results for the fourth quarter of the year.  
Selected information for 2005 was assembled from the Company's
business plan and projections for 2005.  

                Pension Plan and OPEB Information

The Report and its Appendix L provide preliminary estimates of the
future cash funding and the solvency deficiencies of the Company's
four main pension plans plus other post-employment benefit plans
for the integrated steel operations.  The materials in and
appended to the Report also contain GAAP accounting expenses in
these matters.  These estimates are contained in a Preliminary
Actuarial Update prepared as at the end of 2004 by Mercer Human
Resource Consulting Limited.  Final actuarial valuation reports
will be prepared in the coming months.  

                  Capital Raising Process Update

The Report also summarizes previously announced developments in
the Company's Court-approved capital raising and asset sale
process.  The interested parties are conducting due diligence
under Phase 2 of the process.  The date for the filing of binding
offers for the core business and the non-core subsidiaries is
Feb. 14, 2005.

                      The Claims Procedure

The Monitor's Report provides a summary of the number of claims
filed by the Claims Bar Date of Jan. 31, 2005, and the total
amount of those claims.  A total of 1,330 claims were filed, 924
of which relate to Stelco (parent company) with the balance
related to those subsidiaries included in the Court-supervised
restructuring process.  The value of all claims filed totals
$3.654 billion.  The Report notes that this total simply includes
the value of claims received; it does not yet reflect the review
process that may result in the disallowance or revision of those
claims.  The claims will be reviewed in accordance with the Claims
Procedure Order.  The Report notes that the Monitor and the
Company expect that the value of the claims allowed will be
significantly lower than the amount of the claims filed.  The
Monitor notes that a large dollar volume of the claims filed
relates to contingent liabilities for which Stelco would be liable
in the event that the Company failed to meet its obligations under
certain agreements.

                        Sale of Plateco

Updating previous information in this matter, the Report notes
that an agreement of purchase and sale and related agreements
surrounding the sale of Plateco are expected to be executed within
the next week.

Stelco, Inc. -- http://www.stelco.ca/-- which is currently  
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer. Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses. Consolidated net sales in
2003 were $2.7 billion.


STELCO INC: Wants CCAA Stay Extended to April 29
------------------------------------------------
Stelco, Inc., intends to seek an extension of the CCAA Stay
Period, which will otherwise expire on Feb. 11, 2005, to
April 29, 2005.  The Monitor recommends that the request be
granted on the basis that an extension is necessary for the
Company to continue negotiations with its stakeholders, complete
the capital raising and asset sale process, complete the claims
procedure and to develop a plan of arrangement or compromise.

Stelco, Inc. -- http://www.stelco.ca/-- which is currently  
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer. Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses. Consolidated net sales in
2003 were $2.7 billion.


STELCO INC: 92% of AltaSteel Workers Vote to Renew Strike Mandate
-----------------------------------------------------------------
Members of the United Steelworkers' Local 5220 at Stelco Inc.'s
Edmonton subsidiary, AltaSteel, have voted 92 per cent in favor of
renewing the strike mandate first granted to the local's
bargaining committee last September during ongoing contract
negotiations.

Local 5220 is in negotiations, alongside the Steelworkers' Local
8782 (Lake Erie Steel) and other Steelworker locals in the Stelco
chain.  They are negotiating with potential bidders for Stelco in
light of Stelco management's declared intention to sell AltaSteel
as part of its restructuring process coming out of bankruptcy
protection under the Companies' Creditors Arrangement Act (CCAA).

Local 5220 represents 266 bargaining unit members and has been
without a collective agreement since July 2004.

Stelco, Inc. -- http://www.stelco.ca/-- which is currently  
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer. Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses. Consolidated net sales in
2003 were $2.7 billion.


STEWART ENTERPRISES: Prices 10-3/4% Sr. Subordinated Debt Offering
------------------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS:STEI) disclosed the pricing
terms of its previously announced tender offer and consent
solicitation for its 10-3/4% Senior Subordinated Notes due 2008.  

The total consideration for the Notes was determined as of 2:00
p.m., New York City time, today by reference to a fixed spread of
50 basis points above the yield to maturity of the 1-1/8% U.S.
Treasury Note due June 30, 2005; the reference yield and offer
yield are 2.600% and 3.100%, respectively.

The total consideration per $1,000 principal amount of Notes
validly tendered on or prior to 5:00 p.m., New York City time, on
Feb. 2, 2005 is $1,082.36, of which $30.00 is a consent payment.
Holders of Notes tendered on or prior to the Consent Payment
Deadline will also receive accrued and unpaid interest on the
Notes up to, but not including, the initial payment date for the
Offer, which is expected to be on or about Feb. 11, 2005.

As of 5:00 p.m., New York City time, on Feb. 2, 2005, the Company
had received tenders and consents for $298.2 million in aggregate
principal amount of the Notes, representing approximately 99.4% of
the outstanding Notes.

Holders tendering their Notes after the Consent Payment Deadline
but on or prior to the expiration date for the Offer will receive
the tender offer consideration of $1,052.36 per $1,000 principal
amount of Notes tendered, but will not receive the consent
payment.  In addition, holders of Notes tendered after the Consent
Payment Deadline will receive accrued and unpaid interest on the
Notes up to, but not including, the final payment date for the
Offer, which is expected to be on or about Feb. 22, 2005.

The Offer remains open and is scheduled to expire at 5:00 p.m.,
New York City time, on Feb. 18, 2005, unless extended or earlier
terminated.  The Offer is subject to the satisfaction of certain
conditions, including the Company's receipt of sufficient debt
financing to consummate the Offer on terms satisfactory to the
Company.  No assurance can be given that such financing will be
completed satisfactorily.

The complete terms and conditions of the Offer are described in
the Offer to Purchase and Consent Solicitation Statement of the
Company dated Jan. 20, 2005, copies of which may be obtained by
contacting D. F. King & Co., Inc., the depositary and information
agent for the Offer, at (212) 269-5550 (collect) or (800) 659-5550
(U.S. toll-free).

The Company has engaged Banc of America Securities LLC to act as
the exclusive dealer manager and solicitation agent for the Offer.
Additional information concerning the Offer may be obtained by
contacting Banc of America Securities LLC, High Yield Special
Products, at (212) 847-5834 (collect) or (888) 292-0070 (U.S.
toll-free).

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any securities.  The Offer is being made solely by way of the
Offer to Purchase and Consent Solicitation Statement of the
Company dated Jan. 20, 2005.

                        About the Company

Founded in 1910, Stewart Enterprises is the third largest provider
of products and services in the death care industry in the United
States, currently owning and operating 236 funeral homes and 147
cemeteries. Through its subsidiaries, the Company provides a
complete range of funeral merchandise and services, along with
cemetery property, merchandise and services, both at the time of
need and on a preneed basis.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Moody's Investors Service assigned a Ba3 rating to Stewart
Enterprises, Inc.'s $230 million term loan B and a B1 rating to
the company's proposed $200 million of senior notes.
Concurrently, Moody's affirmed existing ratings and maintained a
stable outlook.

Moody's rating actions are:

    * Assigned $230 million (upsized from $100 million) term loan          
      B due 2011, rated Ba3;

    * Assigned $200 million senior notes (guaranteed) due 2013,
      rated B1;

    * Affirmed $125 million revolving credit facility due 2009,
      rated Ba3;

    * Affirmed $300 million senior subordinated notes (rating to       
      be withdrawn upon completion of the proposed tender offer),
      rated B2.

    * Affirmed Senior Implied, rated Ba3;

    * Senior Unsecured Issuer Rating (non-guaranteed exposure),
      lowered to B2 from B1;

The ratings outlook is stable.


STRATOS GLOBAL: Earns $3.9 Million of Net Income in Fourth Quarter
------------------------------------------------------------------
Stratos Global Corp. (TSX: SGB) reported financial results for the
fourth quarter and full year ended December 31, 2004.  The
Corporation reported net earnings in 2004 of US$25.1 million, or
US$0.51 basic earnings per share, compared with US$38.1 million,
or US$0.77 basic earnings per share, reported in 2003.  Results in
2003 reflected peak demand related to the conflict in the Middle
East, as well as an after-tax gain of US$8.7 million, or US$0.18
per share, related to the sale of Stratos' interest in Inmarsat
Ventures Plc.

Revenue for the full year 2004 was US$367.8 million, a 7 percent
decline compared with the record level of US$397.2 million
achieved in 2003, primarily reflecting a reduction in government
and military expenditures for mobile satellite services following
the peak level of demand experienced in 2003, but 13 percent above
2002 levels.  Revenue in the Broadband business grew by 6 percent
during 2004, with VSAT revenue increasing by 25 percent for the
year.

Segment earnings (representing earnings before interest expense,
depreciation and amortization, other costs and income taxes) for
the full year 2004 were US$78.1 million, compared with
US$88.8 million reported for the prior year.  Cash flow from
operations (including working capital changes) in 2004 increased
to a record US$85.8 million, a 26 percent improvement over
2003.

"This past year was challenging for the remote satellite
communications industry as a whole, as the record level of demand
experienced in 2003 returned to more sustainable levels," said Jim
Parm, Stratos' president and chief executive officer.  "In this
context, Stratos successfully maintained its industry-leading
market position and profitability in our mobile satellite services
business, improved cash flow from operations, strengthened our
Broadband business, and, with the refinancing of our long-term
debt in December, further positioned the Corporation to execute on
our stated strategy.

"The acquisitions and share repurchase announcements made last
month clearly demonstrate Stratos' commitment to a growth strategy
and to the creation of value for our shareholders both in the near
term and over the longer term," continued Mr. Parm. "Looking
forward, we are confident that significant opportunities exist for
further growth, and we have never been better positioned to
execute on these opportunities."

                  Fourth Quarter 2004 Results

For the fourth quarter ended December 31, 2004, revenue totaled
US$89.2 million, compared to US$94.3 million in the same period a
year ago.  Broadband revenue growth of 7 percent during the fourth
quarter of 2004 was more than offset by a decline in revenue from
mobile satellite services.  

Net earnings of US$3.9 million, or US$0.08 per share, for the
fourth quarter of 2004 were negatively impacted by the previously
reported non-cash charges, totaling US$2.8 million after tax, or
US$0.06 per share, related to a write-off of deferred financing
costs and a taxable capital gain in Canada.  Both of these charges
resulted from the successful refinancing of the Corporation's bank
debt during the fourth quarter.  Net earnings of US$15.8 million,
or US$0.32 per share, reported for the fourth quarter of 2003,
included the after-tax gain resulting from the sale of Stratos'
interest in Inmarsat Ventures Plc.

                    2005 Financial Guidance

The Corporation expects revenue growth in 2005 to be in the low-
to-mid teen range, including revenue relating to the acquisition
of Plenexis Holding GmbH, which closed on January 31, 2005. Basic
earnings per share for 2005 are expected to remain comparable to
2004, while capital expenditures (excluding the purchase price
associated with acquisitions) are anticipated to range between 6
and 7 percent of revenue.

The Corporation's audited financial statements for the year ended
December 31, 2004, and related notes, together with management's
discussion and analysis of such results, are attached.

                        About the Company

Stratos Global Corporation -- http://www.stratosglobal.com/-- is  
a publicly traded company (TSX: SGB) and the leading global
provider of a wide range of advanced mobile and fixed-site remote
communications solutions for users operating beyond the reach of
traditional networks.  With its owned-and-operated infrastructure
and extensive portfolio of industry-leading satellite and
microwave technologies (including Inmarsat, Iridium, Globalstar,
MSAT, VSAT, and others), Stratos serves the voice and high-speed
data connectivity requirements of a diverse array of markets,
including government, military, energy, industrial, maritime,
aeronautical, enterprise, media and recreational users throughout
the world.

                         *     *     *

AS reported in the Troubled Company Reporter on Oct. 27, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Stratos Global Corp., a global provider
of remote telecommunications services.  At the same time, Standard
& Poor's assigned its 'BB-' bank loan rating and a '3' recovery
rating to the company's proposed US$150 million senior secured
credit facility with final maturity in 2010, which is secured by
substantially all of the company's assets.

The '3' recovery rating indicates expectations for a meaningful
(50%-80%) recovery of principal in the event of a default or
bankruptcy.  Use of proceeds will be to refinance existing debt of
about US$125 million, while the remainder will be available for
general corporate purposes.  The outlook is stable.

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Moody's Investors Service assigned initial ratings to Stratos
Global Corporation of:

   * (P) Ba2 Senior Implied,
   * (P) Ba2 Senior Secured,
   * (P) Ba3 Issuer, and
   * SGL-1.

All long-term ratings are stable.  The ratings are prospective for
the successful completion of the company's planned US$150 million
debt refinancing.


STROUDS ACQUISITION: Emerges from Bankruptcy Protection
-------------------------------------------------------
Strouds Acquisition Corporation emerged from bankruptcy on
Jan. 19, 2005, after the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, confirmed the
Debtors' Second Amended Liquidating Plan of Reorganization on
Jan. 4, 2005.

                       Terms of the Plan

The Debtor's business ceased operating on the effective date.  
Distributions under the Plan will come from the proceeds of:

   (1) the liquidation of the Debtors' assets
   (2) litigation recoveries; and
   (3) cash on hand.

Priority unsecured claims, totaling $43,405, were paid in full, in
cash on the effective date.

Holders of General unsecured claims, aggregating $14,633,460, will
recover a pro-rate share of the cash remaining after
administrative, tax, secured and priority unsecured claims are
satisfied.

All equity interests are cancelled.  

                           Plan Agent

Marc Woods, as the Plan Agent, is responsible to make all
distributions to creditors.  He will be paid $225 per hour for his
services.

A full text copy of the Second Amended Liquidating Plan of
Reorganization is available for a fee at:

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

Headquartered in City of Industry, California, Strouds Acquisition
Corporation sells bed, bath and kitchen textiles (sheets, pillows,
towels) at nearly 50 stores in four states.  The Company filed for
chapter 11 protection on May 20, 2003 (Bankr. C.D. Cal. Case No:
03-23620).  Marc J. Winthrop, Esq., at Winthrop Couchot
Professional Corporation, represented the Debtor in their
restructuring efforts.  When the Debtor filed for bankruptcy, it
reported estimated assets and debts amounting between $10 million
to $50 million.


TECO AFFILIATES: Wants Access to Lenders' Cash Collateral
---------------------------------------------------------
Prior to the Petition Date, TECO Energy Inc. and its debtor-
affiliates borrowed money under a number of credit agreements
arranged by Citibank, N.A.:

                                                   Amount
                                                 Outstanding
     Credit Facility                           at Petition Date
     ---------------                           ----------------
     Union Power Project Credit Agreement
     Dated May 31, 2001                           $737,638,097

     Gila Rive Power Project Credit Agreement
     Dated May 31, 2001                           $837,445,453

     Gila River Project Senior Project
     Letter of Credit Agreement dated
     May 27, 2004                                  $20,000,000
                                                --------------
                                                $1,463,155,034

Full-text copies of these prepetition credit agreements are
available at no charge at:

    http://www.kccllc.net/documents/0501143/0501143050127000000000007.pdf

To secure repayment of these obligations, the Debtors granted the
Lenders liens and security interests on all of their cash,
proceeds, and cash equivalents.  The Debtors do not dispute the
validity of those liens.

Because the Debtors filed for bankruptcy, absent court authority
pursuant to 11 U.S.C. Sec. 363(c), the Debtors have no right to
use their lenders' cash collateral.

"The Debtors must use the Cash Collateral to continue operating
their business with the least interruption and cost during this
reorganization and to preserve and enhance the value of their
assets and property," John T. Duff, the Debtors' President, tells
the United States Bankruptcy Court for the District of Arizona,
Phoenix Division.

By this motion, the Debtors ask the Court for permission to use
their lenders' cash collateral.  The Debtors propose to provide
the lenders with adequate protection of their prepetition liens
by granting replacement liens on all postpetition collateral
(except for recoveries on account of avoidance actions) that are
pari passu with liens securing repayment of loans under a
proposed debtor-in-possession financing facility.

Craig D. Hansen, Esq., at Squire, Sanders & Dempsey L.L.P.,
advises that, under a consensual arrangement with the Lenders,
the Debtors will limit their use of cash collateral to amounts
specified in a 13-Week Budget.  A full-text copy of the Company's
week-by-week 13-Week Cash Flow Forecast through April 30, 2005,
is available at no charge at:

    http://bankrupt.com/misc/panda_13-Week_Cash_Flow_Forecast.pdf

The Debtors ask the Court to enter an Interim Cash Collateral
Order as quickly as possible that will allow them to dip into
their lenders' cash collateral until a Final Cash Collateral
Hearing can take place on Feb. 18.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest  
combined-cycle natural gas generation facilities in the United
States. The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151). Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts. When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.
(TECO Affiliates Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


TECO AFFILIATES: Wants Court to Approve DIP Financing Facility
--------------------------------------------------------------
John T. Duff, TECO Energy, Inc. and its debtor-affiliates'
President, explains that Panda Gila River, L.P., and its debtor-
affiliates' businesses, including their costs of production and
revenues, are highly sensitive to fluctuations in the price of
energy-related commodities like power and natural gas.  To
minimize their exposure to commodity price volatility and to
ensure a stable supply of natural gas and a stable demand for the
power they produce, the Debtors, like many energy companies, enter
into a significant number of hedging contracts in the ordinary
course of their business.  These hedging contracts include forward
contracts, option contracts and swaps, among others.  The ability
to engage in these hedging activities "is crucial to the Debtors'
ability to successfully reorganize," Mr. Duff tells the Court.  
Mr. Duff explains that the Debtors would be unable to continue to
engage in these hedging activities without access to letters of
credit to guarantee their trading counterparty obligations.

Citibank, N.A., and Societe Generale have agreed to back a
$200,000,000 credit facility to back letters of credit for the
Debtors during their chapter 11 restructuring.  The banks will
issue letters of credit subject to these limits:

       $85,000,000 under the Panda Gila Senior Credit Agreement;

      $100,000,000 under the Panda Gila Credit Agreement; and

       $80,000,000 under the Union Power Credit Agreement.

A full-text copy of the Debtors' Postpetition Credit Agreement is
available at no charge at:

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

The Debtors' obligations under the new DIP Financing Facility
will be secured by liens on all of the estates' assets not
otherwise encumbered (but not attach to recoveries on account of
any avoidance actions prosecuted under chapter 5 of the U.S.
Bankruptcy Code) that are pari passu to liens granted under the
prepetition loan agreements.  These liens will automatically
elevate to superpriority liens under Sec. 364 of the Bankruptcy
Code if the Prepackaged Chapter 11 Plan is not confirmed.  The
Banks agree to a $50,000 carve-out from their liens to allow the
Debtors to pay their professionals, any professionals retained by
an official committee and fees payable to the United States
Trustee.

The DIP facility matures by its own terms on June 30, 2005,
unless the Banks agree in writing to extend the facility, but in
all events, not beyond April 30, 2006.

The Debtors will pay the Banks all of the fees called for in the
Prepetition Panda Gila Senior Credit Agreement.  The Debtors will
also provide the Banks with all financial reports they promised
to deliver pre-bankruptcy.  Additionally, the Debtors will pay
all the Banks legal, accounting, and other professional fees
related to these chapter 11 cases.

The Debtors ask the Court to enter an Interim DIP Financing Order
as quickly as possible that will allow them to issue letters of
credit to their hedging transaction trading partners until a
Final DIP Financing Hearing can take place on Feb. 18.

The Lenders are represented in this transaction by Ronald W.
Hanson, Esq., and Keith Simon, Esq., at Latham & Watkins LLP, in
Chicago, and Donald L. Gaffney, Esq. At Snell & Wilmer L.L.P., in
Phoenix.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest  
combined-cycle natural gas generation facilities in the United
States. The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151). Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts. When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.
(TECO Affiliates Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


TEE JAYS: Wants to Hire Johnston Moore as Bankruptcy Counsel
------------------------------------------------------------
Tee Jays Manufacturing Co., Inc., asks the U.S. Bankruptcy Court
for the Northern District of Alabama for permission to employ
Johnston Moore Maples & Thompson as its bankruptcy counsel.

Johnston Moore is expected to:

     a) prepare pleadings and applications and conduct
        examinations incidental to any related proceedings or to
        the administration of this Chapter 11 case;

     b) develop the relationship of the Debtor's status to the
        claims of creditors;

     c) advise the Debtor of its rights, duties and obligations
        as Debtor operating under Chapter 11 of the Bankruptcy
        Code;

     d) take any and all other necessary action incident to the
        proper preservation and administration of this Chapter 11
        case and;

     e) advise and assist the Debtor in the formation and
        preservation of a plan pursuant to Chapter 11 of the
        Bankruptcy Code, the Disclosure Statement and all related
        matters.

Stuart M. Maples, Esq., the lead attorney at Johnston Moore,
discloses that his Firm received a $100,000 retainer from the
Debtor.  Mr. Maples states that the current hourly rates of his
Firm's professionals ranges from $75 to $250.

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

Headquartered in Florence, Alabama, Tee Jays Manufacturing Co.,
Inc., is a textile manufacturing company.  The Company filed for
chapter 11 protection on February 4, 2005 (Bankr. N.D. Ala. Case
No. 05-80527).  Stuart M. Maples, Esq., at Johnston Moore Maples &
Thompson represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $50 million and $100 million.


THISTLE MINING: Court Extends CCAA Protection Until March 31
------------------------------------------------------------
Thistle Mining, Inc., (TSX: THT and AIM: TMG) obtained from the
Ontario Superior Court of Justice an order granting it an
extension to March 31, 2005 of protection under the Companies'
Creditors Arrangement Act.

Thistle also obtained an order of the Court approving a claims
procedure for creditors of Thistle and establishing a claims bar
date of March 15, 2005.  A copy of the claims order is available
on the PricewaterhouseCoopers, Inc.'s Web site at:

       http://www.pwc.com/brs-thistlemining

The Monitor also filed with the Court its first report dated
February 3, 2005.  The report is also available on the Monitor's
website.

Thistle Mining -- http://www.thistlemining.com/-- says its goal  
is to become one of the fastest gold mining growth operations in
the world.  Thistle has focused on acquiring companies with
established reserves and will not be developing green field sites.  
The company operations in South Africa and Kazakhstan are in
production, while the Masbate project in the Philippines is
forecast to commence production in the latter half of 2005.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Thistle Mining, Inc., intends to undertake a restructuring of its
debt and equity in accordance with a restructuring and lock-up
agreement signed Dec. 20, 2004, among Thistle, Meridian Capital
Limited and Meridian's affiliate, Thistle Holdings Limited.

The proposed restructuring will result, upon implementation, in
the following percentages of all the issued shares of Thistle
being held as follows:

   -- 70% Meridian Capital Limited;

   -- 25% Holders of secured and certain unsecured convertible
      loan notes; and

   -- 5% Affected unsecured creditors and existing shareholders
      of Thistle Mining Inc.

The existing equity issued by Thistle will be cancelled.  The 5%
of new equity to be issued by Thistle to its affected unsecured
creditors and its existing shareholders upon implementation will
be allocated between them in a manner to be determined by Meridian
Capital Limited.  The percentage of shares to be received by the
existing shareholders will depend on the amount of claims by
Thistle's affected unsecured creditors.

Upon implementation, Thistle will be indebted to Meridian in the
principal amount of US$ 20 million (and in the additional
principal amounts loaned by Meridian to any subsidiary of Thistle
after Dec. 16, 2004 and before the date of the initial CCAA
Order).  The amount will include the principal amount of Cdn
$3,930,000 loaned by Meridian to a subsidiary of Thistle on
Dec. 20, 2004.

Holders of a significant principal amount of Thistle's secured
convertible loan notes are in support of the plan.

Thistle is confident that the proposed plan will enable the
Company to restructure in a manner, which will be beneficial to
Thistle and its creditors.


TILE OUTLET INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tile Outlet, Inc.
        13707 State Highway 249, Suite 294
        Houston, TX 77086

Bankruptcy Case No.: 05-80340

Type of Business: The Debtor sells ceramic and porcelain floor
                  tiles.  See http://www.tile-outlet-tx.com/

Chapter 11 Petition Date: February 4, 2005

Court: Southern District of Texas (Galveston)

Judge: Letitia Z. Clark

Debtor's Counsel: Steven Douglas Shurn, Esq.
                  Hughes Watters and Askanase
                  1415 Louisiana, 37th Floor
                  Houston, TX 77002
                  Tel: 713-759-0818
                  Fax: 713-759-6834

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Ceramica Gomez                Trade debt                $182,539
Ctra. Ribesalbes, Km.
P.O. Box 8015
12006 Castellon (Spain)

Savoia                        Trade debt                $121,540
Via Ghiarola Nuova
77-41042 Fiorano (MO) Italia

Amerisure Companies           Trade debt                 $96,622
P.O. Box 67000
Detroit, MI 48267

Unicorn Starker               Trade debt                 $96,231

Master Tile                   Trade debt                 $96,510

QEP Stone Mountain            Trade debt                 $91,958

Readers Wholesale             Trade debt                 $86,176
Distributors

Swiff-Train Company           Trade debt                 $85,179

Azulejera Alcorense           Trade debt                 $73,804

Ceramica Alfagres             Trade debt                 $71,542

Villagres                     Trade debt                 $70,713

Hispania Ceramica             Trade debt                 $59,370

Interceramic, Inc.            Trade debt                 $59,249

Gomez Gomez                   Trade debt                 $53,312

Porto Ferreira                Trade debt                 $48,296

Azulindus & Marti             Trade debt                 $48,090

Sintesi                       Trade debt                 $46,358

Roca                          Trade debt                 $45,188

Belfloor                      Trade debt                 $44,282

Gold Art Ceramica             Trade debt                 $44,220


TOWER AUTOMOTIVE: Gets Interim Access to Lenders' Cash Collateral
-----------------------------------------------------------------
Prior to the Petition Date, Tower Automotive, Inc., and 25 debtor-
affiliates borrowed money on a secured basis under these three
agreements:

   -- Credit Agreement, dated as of May 24, 2004, among R.J.  
      Tower Corporation, Silver Point Capital Fund LP, as  
      successor agent to Morgan Stanley Senior Funding, Inc.,  
      certain lenders and certain letter of credit issuing banks;  

   -- First Lien Pledge and Security Agreement, dated as of  
      May 24, 2004, between R.J. Tower and Standard Federal Bank  
      on behalf of certain Pre-Petition Secured Lenders; and  

   -- Second Lien Pledge and Security Agreement, dated as of  
      May 24, 2004, between R.J. Tower and Standard Federal Bank  
      on behalf of certain Pre-Petition Secured Lenders.

To secure repayment of these obligations, the Debtors granted the  
Lenders liens and security interests on all of their cash,  
proceeds, and cash equivalents.

Because the Debtors filed for bankruptcy, absent court authority  
pursuant to 11 U.S.C. Sec. 363(c), the Debtors have no right to  
use their lenders' cash collateral.

"The Debtors have an immediate need to . . . use [their Lenders']  
Cash Collateral in order to permit, among other things, the  
orderly continuation of the operation of their businesses, to  
maintain business relationships with vendors, suppliers and  
customers, to make payroll, to make capital expenditures and to  
satisfy other working capital and operational needs," James  
Mallak, Tower Automotive's Chief Financial Officer and Treasurer,  
says.

By this motion, the Debtors seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to use  
cash collateral in which their Pre-Petition Secured Lenders have  
an interest, and grant adequate protection to their Pre-Petition
Secured Lenders with respect to, inter alia, the use of the cash  
collateral and all use and diminution in the value of the Pre-
Petition Collateral.

Specifically, the Debtors propose to grant adequate protection  
liens and a superpriority claim immediately junior to the claims  
of postpetition lenders.  The Debtors will also pay cash for all  
accrued and unpaid interest on their prepetition debt and letter  
of credit fees.

The Debtors also seek the Court's permission to enter into a  
commitment letter with Silver Point Finance, LLC, with respect to  
the priming of the Second Lien Lenders.

A full-text copy of the Commitment Letter is available at no  
charge at:

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

Finding that the Debtors have an urgent need for fresh working  
capital financing to fund their day-to-day operating expenses,  
Judge Gropper entered an Interim Cash Collateral Order  
authorizing the Debtors to use cash collateral securing repayment  
of the prepetition loans through the conclusion of a Final DIP  
Financing Hearing scheduled for Feb. 28, 2005.   

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and  
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Wants Access to $725,000,000 of DIP Financing
---------------------------------------------------------------
According to James Mallak, Tower Automotive, Inc.'s Chief  
Financial Officer and Treasurer, the Debtor and its affiliates do
not have sufficiently reliable liquidity sources available to
ensure continued operations.  The Debtors need to obtain financing
to sustain their ongoing business operations as quickly as
possible.

Prior to the Petition Date, the Debtors contacted five potential  
lenders, including JPMorgan Chase Bank, N.A., with respect to  
postpetition financing, and received proposals from four of these  
lenders.  The Debtors determined that the proposal of JPMorgan  
was, under the circumstances, the most favorable and addressed  
the Debtors' working capital and liquidity needs, while being  
acceptable to the Debtors' Pre-Petition Secured Lenders.

JPMorgan's proposal provides the Debtors with funding needed to  
operate and maintain their businesses and to pay necessary  
expenses during the pendency of their Chapter 11 Cases.   
Accordingly, in their sound business judgment, the Debtors  
ultimately decided to accept JPMorgan's proposal for postpetition  
financing.

Mr. Mallak tells the U.S. Bankruptcy Court for the Southern
District of New York that the Debtors and JPMorgan engaged  
in good faith and extensive arm's-length negotiations that  
culminated in an agreement to provide the Debtors up to  
$725,000,000 of secured postpetition financing, on the terms and  
subject to the conditions set forth in that certain Revolving  
Credit, Term Loan and Guaranty Agreement, and among R.J. Tower  
Corporation, as Borrower, Tower Automotive, Inc., and the  
domestic subsidiaries of R.J. Tower party to the DIP Credit  
Agreement, as Guarantors, JPMorgan, as administrative agent, and  
a syndicate of lenders.

A full-text copy of the DIP Credit Agreement is available at no  
charge at:

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

By this motion, the Debtors seek the Court's authority to:

   (a) obtain secured postpetition financing, pursuant to  
       Sections 364(c) and 364(d) of the Bankruptcy Code, up to  
       the aggregate principal amount of $725 million comprised  
       of:

       -- a $300 million revolving credit facility, of which a  
          portion not in excess of $100 million will be available  
          for the issuance of letters of credit, and  

       -- a $425 million term loan; and

   (b) execute and enter into the DIP Credit Agreement.

Borrowings under the Revolving Facility are limited to the sum of  
(i) the Debtors' unsold accounts receivable, (ii) inventory and  
(iii) $150,000,000 on account of machinery and equipment.   

The $425,000,000 term loan will be drawn in full to refinance  
loans outstanding as of the Petition Date under the Credit  
Agreement, dated as of May 24, 2004, between R.J. Tower and the  
Pre-Petition Secured Lenders.   

The DIP facility matures when a plan of reorganization is  
substantially consummated, but no later than February 2, 2007.

The Debtors will pay the DIP Lenders an annual commitment fee  
equal to 0.05% on every dollar not borrowed.  The Debtors will  
pay the DIP Lenders annual fees equal to 2.75% of the face amount  
of any letter of credit issued under the DIP Facility plus  
customary L/C fees.   

The Debtors also ask the Court to grant superpriority claims to  
the DIP Lenders payable from, and having recourse to, all of the  
property of the Debtors' estates and all proceeds, subject to a  
Carve-Out.  The DIP Lenders agree to a $7,000,000 carve-out from  
their liens to allow the Debtors to pay their professionals, any  
professionals retained by an official committee and fees payable  
to the United States Trustee.  The DIP Lenders agree to an  
additional $50,000 carve-out from their lien in the event the  
cases convert to a chapter 7 liquidation to permit payments to  
the chapter 7 trustee's professionals.   

The Credit Agreement will be amended to include:

    * limitations on the amount Debtors can spend on capital  
      expenditures;

    * minimum EBITDA covenants for the Debtors Domestic and  
      Global units; and  

    * a limit on the amount the Debtors' may disburse to Critical  
      Vendors and Service Providers to satisfy their prepetition  
      claims.

Finding that the Debtors have an urgent need for fresh working  
capital financing to fund their day-to-day operating expenses,  
Judge Gropper entered an Interim Cash Collateral Order  
authorizing the Debtors to borrow up to $125 million from the DIP  
Lenders.  Tower will return to Court on Feb. 28, 2005, for a  
Final DIP Financing Hearing at which time they will ask Judge  
Gropper for authority to roll the prepetition bank debt into the  
DIP Facility and borrow up to the full amount available under the  
DIP Financing Agreement.   

                             *    *    *

The Debtors received approval of their request to immediately
access $125 million of the $725 million debtor-in-possession
financing it arranged with JPMorgan.  The Debtors expect to
receive approval to access the full amount of its financing
commitment at a hearing scheduled on Feb. 28, 2005.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and  
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-7000)


UAL CORP: Court Allows 9.8% Pay Reduction for Mechanics
-------------------------------------------------------
On Jan. 7, 2005, UAL Corporation and its debtor-affiliates and the
Aircraft Mechanics Fraternal Association reached a Tentative Labor
Agreement, which was premised on the AMFA-represented employees'
ratification.  Voting concluded on Jan. 28, 2005, and the AMFA
membership announced that it had rejected the Tentative Agreement.

As a result, the Debtors ask the Court to authorize three changes  
to their collective bargaining agreement with the AMFA, from  
February 1, 2005, through May 31, 2005:

   (a) Pay rates in all pay factors for all longevity steps in
       all classifications will be reduced by 10.3%;

   (b) Employees will receive 75% of the pay they would normally
       receive for sick days for absences of less than 16
       consecutive days; and

   (c) All scheduled pay increases, including the 1.5% increase
       scheduled for May 1, 2005, will be postponed.

The Debtors believe that the proposed CBA modifications will  
yield the same amount of savings as they would have received if  
the AMFA's membership ratified the Tentative Agreement.  However,  
the proposal does not compensate the Debtors for lost savings  
incurred by delaying outsourcing and other changes.  Otherwise,  
AMFA-represented employees would take a significantly higher pay  
cut now.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,  
Illinois, says that the Tentative Agreement would have delivered  
AMFA's fair share of labor savings from wages, non-pension  
benefits and work rules for the Debtors to satisfy their DIP  
financing covenants, maintain sufficient liquidity and procure  
exit financing to emerge from bankruptcy.

Each of the Debtors' tentative labor agreements with the unions  
is contingent on securing savings from all employee groups, Mr.  
Sprayregen explains.  Labor negotiations have started from the  
premise that every group must equitably contribute to the airline  
as a whole.  The AMFA supported this premise by agreeing with the  
Debtors' proposed allocation of labor savings during the Section  
1113(c) process.  The AMFA agreed to the Debtors' request for  
$100,000,000 in average, annual, non-pension, labor savings from  
the AMFA CBA.

Mr. Sprayregen contends that all other unions are contributing to  
the Debtors' restructuring, thus it would be unfair and  
inequitable for AMFA to benefit from savings provided by other  
labor groups.

Mr. Sprayregen assures the Court that the Debtors' need for the  
CBA modifications is immediate and real, as evidenced by their  
recently reported $664,000,000 fourth quarter loss.  The Debtors'  
margin for error is slim and the failure of the Tentative  
Agreement may disrupt the reorganization process at a critical  
juncture, absent the Court's approval of the proposed changes.

Approving the CBA changes will provide AMFA and the Debtors with  
additional time to try to negotiate a final resolution through  
consensual means, rather than through an immediate Section  
1113(c) rejection hearing in the courtroom, Mr. Sprayregen  
relates.

In addition, the Debtors cannot have other unions trying to  
terminate their tentative agreements based on the failure to  
secure targeted savings from all groups.  If any union terminates  
a tentative agreement, all progress that the Debtors and the  
unions have worked hard to achieve over several months could be  
wiped out.

Moreover, the Debtors need to avoid violating the EBITDAR  
covenants set forth in the DIP Financing Facility.  Even with the  
targeted savings, the Debtors' cushion against a covenant  
violation is slim.  Without labor savings, the Debtors will first  
violate the newly renegotiated EBITDAR covenants in February,  
continuing every subsequent month.

Furthermore, the Debtors prefer the modifications to a full-blown  
Section 1113(c) trial with the AMFA, which would be their only  
remaining option if the Court denies this motion.  A Section  
1113(c) trial would divert valuable resources and impede efforts  
with other constituencies.  A Section 1113(c) trial against the  
AMFA alone would mean that the Association of Flight Attendants,  
the International Association of Machinists and Aerospace Workers  
and the Pension Benefit Guaranty Corporation, plus possibly other  
parties, would feel compelled to participate to protect their  
interests against the potential impact of a finding on the issue  
of necessity.  The trial would push negotiations on pension  
issues to the back burner.
  
                          *      *      *

Judge Wedoff grants the Debtors' request and allows the Debtors  
to implement a 9.8% reduction in pay rates.

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


UAL CORP: Court Approves Master Pact with Gate Gourmet
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave UAL Corporation and its debtor-affiliates permission to enter
into a Master Domestic Services Agreement with Gate Gourmet, which
will supersede its prior agreements.

The material terms of the Master Agreement are:

   a) Mutual termination of the prior agreements, with both
      parties mutually releasing one another;

   b) Under the new terms, the Debtors will receive average
      monthly cost savings of about $500,000;

   c) The Debtors will have the opportunity to increase the
      monthly savings;

   d) If the Master Domestic Services Agreement becomes effective
      before January 31, 2005, the cost discounts will be
      retroactively effective to October 2004;

   e) Gate Gourmet will have a general unsecured claim with the
      amount under negotiation, but not less than $17,704,495 and
      not more than $19,139,081;

   f) The Debtors will assume the San Francisco Airport sublease;

   g) Gate Gourmet will no longer provide services to the Debtors
      at Denver Airport, and the parties will terminate the
      sublease;

   h) The Debtors and Gate Gourmet will enter into a new sublease
      at the Honolulu Airport;

   i) If the Agreement is terminated prior to confirmation or the
      Debtors convert the proceedings to a Chapter 7, Gate Gourmet
      will waive its right to damages. Instead, Gate Gourmet will
      have an allowed administrative expense claim measured by the
      benefit provided to the Debtors under the Agreement; and

   j) The Debtors will prepay Gate Gourmet for its services.

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)


ULTIMATE ELECTRONICS: Closing Highlands Ranch Store on Feb. 20
--------------------------------------------------------------
Ultimate Electronics, Inc. (Nasdaq: ULTEQ) will close its
Highlands Ranch store on Sunday, Feb. 20, 2005, just prior to the
natural expiration of the store's current lease.

The Highlands Ranch store opened in 1992 and is located at 8262
South University Boulevard, in Highlands Ranch, Colorado.  All
employees at the Highlands Ranch store will be offered positions
at nearby SoundTrack stores, such as the Park Meadows store
located at 9657 East County Line Road in Englewood, Colorado.  The
Park Meadows store opened in 1997, and is less than five miles
away from the older store.

"This effectively completes a transition that started when we
built our newer, larger Park Meadows store," said Dave Workman,
President and CEO of Ultimate Electronics.  "As the Park Meadows
and Englewood neighborhoods have grown during the past several
years, we have seen traffic migrating away from the Highlands
Ranch location towards the larger Park Meadows and Chanson Plaza
locations, which are some of our best performing stores.  We
decided that it was in the best interest of the Company to let the
lease expire at the older location and transition employees and
customers to the larger locations.  We invite all of our loyal
customers in the Highlands Ranch community to come visit us in
Park Meadows or Chanson Plaza, which are both just a few minutes
away."

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc. --
http://www.ultimateelectronics.com/-- is a specialty retailer of
consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States. The Company operates 65 stores and focuses on mid- to
high-end audio, video, television and mobile electronics products.
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represents the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $329,106,000 and total debts of $160,590,000.


WORLDSPAN L.P: Sets Purchase Price for 9-5/8% Senior Notes
----------------------------------------------------------
Worldspan, L.P., and WS Financing Corp. reported the total
purchase price and the tender price to be paid for their
outstanding 9-5/8% Senior Notes due 2011 (CUSIP Nos. 98158EAA1 and
98158EAB9) on the terms and conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated Jan. 25, 2005,
and the related Letter of Transmittal and Consent relating to the
previously announced tender offer and consent solicitation.  The
tender offer will expire at 11:59 p.m., New York City time, on
Feb. 22, 2005, unless extended or terminated.

The total purchase price to be paid for each validly tendered Note
was determined using the yield of the applicable reference
security, the 3-1/8% U.S. Treasury Note due May 15, 2007, plus a
fixed spread of 50 basis points, and was calculated based on the
present value of a Note of $1,000 principal amount, assuming such
Note would be repaid at $1,048.13 per $1,000 principal amount of
Notes on the earliest redemption date of the Notes.  The yield on
the applicable reference security, as calculated by J.P. Morgan
Securities Inc., as of 2:00 p.m., New York City time, today, was
3.304%. Accordingly, the tender offer yield and the total purchase
price per $1,000 principal amount of Notes are 3.804% and
$1,171.64, respectively.  The tender price, which is payable to
holders of Notes who tender after the expiration of the consent
solicitation, is equal to the total purchase price less the
consent payment of $30.00 per $1,000 principal amount of Notes, or
$1,141.64 per $1,000 principal amount of Notes.  The consent
solicitation expires at 5:00 p.m., New York City time, today,
unless extended or terminated.  Initial settlement and payment for
validly tendered Notes as of the expiration of the consent
solicitation is currently expected to be made on Feb. 11, 2005.
Accrued and unpaid interest will also be paid up to the applicable
date of settlement.

The Issuers have retained J.P. Morgan Securities Inc. to serve as
Dealer Manager and Solicitation Agent for the tender offer and
consent solicitation.  Requests for documents may be directed to
MacKenzie Partners, Inc., the Information Agent, by telephone at
(212) 929-5500 (collect) or (800) 322-2885 (toll free), or in
writing at 105 Madison Avenue, New York, New York 10016.

Questions regarding the tender offer may be directed to Leonard
Carey of J.P. Morgan Securities Inc., High Yield Capital Markets,
at (212) 270-9769 (collect).

                        About the Company

Worldspan, L.P., -- http://www.worldspan.com/-- is a leader in  
travel technology services for travel suppliers, travel agencies,
e-commerce sites and corporations worldwide. Utilizing some of the
fastest, most flexible and efficient networks and computing
technologies, Worldspan provides comprehensive electronic data
services linking approximately 800 travel suppliers around the
world to a global customer base. Worldspan offers industry-leading
Fares and Pricing technology such as Worldspan e-Pricing, hosting
solutions, and customized travel products. Worldspan enables
travel suppliers, distributors and corporations to reduce costs
and increase productivity with technology like Worldspan Go! and
Worldspan Trip Manager XE. Worldspan is headquartered in Atlanta,
Georgia.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Standard & Poor's Ratings Services assigned its 'B' rating to
travel technology services provider Worldspan L.P.'s proposed
$440 million secured credit facility.  The recovery rating is
'2', indicating expectations of substantial (80%-100%) recovery of
principal in the event of a payment default.

At the same time, a 'CCC+' rating was assigned to Worldspan's
proposed $350 million second-lien secured floating rate notes.
Upon completion of these transactions, the 'B+' corporate credit
rating on Worldspan would be lowered to 'B'; the 'BB-' rating on
Worldspan's $175 million secured credit facility and 'B-' rating
on $280 million of senior unsecured notes would be withdrawn. The
outlook is stable.

"The expected downgrade of the corporate credit rating is based on
the company's weaker financial profile following its proposed
recapitalization," said Standard & Poor's credit analyst Betsy
Snyder.


YUKOS OIL: Dismisses Banks in Adversary Proceedings
---------------------------------------------------
YUKOS Oil Company filed notice with the U.S. Bankruptcy Court for
the Southern District of Texas, that it is dismissing without
prejudice ABN AMRO Bank N.V., BNP Paribas, Calyon, JP Morgan Chase
Bank, N.A., and Dresdner Kleinwort Wasserstein (collectively, the
Bank Defendants) in the adversary proceedings before the Court.

In Court documents filed January 2005, the Bank Defendants agreed
to answer two specific questions:

   1) Did you provide financing for a sale of the stock of    
      Yuganskneftegas that occurred in connection with the Auction
      and was consummated on or before Dec. 31, 2004?

   2) Do you currently have a written or otherwise binding       
      agreement to finance a transaction concerning the    
      Yuganskneftegas stock by any buyer?

The Banks submitted their responses and YUKOS is satisfied that
they did not participate in financing the Auction.  Also, the
Banks have stated that they have no current plans to fund any
acquisition, or participate in the acquisition in any manner, of
YUKOS assets that were illegally sold, in clear violation of the
Automatic Stay and the restraining order issued by the U.S.
Bankruptcy Court, at the Auction.  Therefore, YUKOS is dismissing
them from the adversary proceeding.

The management team of YUKOS Oil Company has always been focused
on finding out the truth and therefore sees no need to continue
legal action against the banks who have denied any participation
in the illegal sale of YUKOS Oil Company assets.  YUKOS continues
to believe that the U.S. Bankruptcy Court is the best venue for
its case and is pleased to be in a court room where the legal
system is respected and decisions can be made in a fair and
impartial manner.

YUKOS will continue to pursue damages against parties that
participated in the illegal Auction of Yuganskneftegas stock.
Yesterday's notice does not prohibit future actions if new
information illustrates that an organization violated the
Automatic Stay and participated in the unlawful transfer of YUKOS
assets.

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742).  Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.


YUKOS OIL: Argues Deutsche Bank's Motion to Dismissal is Flawed
---------------------------------------------------------------
Yukos Oil Company refutes Deutsche Bank AG's assertion that its
bankruptcy case is a "two-party dispute" with the Russian
Government and thus, should be resolved in a forum other than the
Bankruptcy Court.

Zack A. Clement, Esq., at Fulbright & Jaworski, L.L.P., in
Houston, Texas, asserts that the Debtor's Chapter 11 case is a
mass bankruptcy proceeding concerning:

   -- the Debtor;

   -- all the parties affected by its bankruptcy, including the
      claims of over $1.5 billion by legitimate trade creditors
      and lenders and the interests of over 50,000 shareholders;
      and

   -- all of the Debtor's property wherever located.

                  Yukos is Eligible as a "Debtor"

Mr. Clement asserts that the Debtor has both property and a place
of business in the United States.  Bruce Misamore's role as the
Debtor's chief financial officer has been conducted in his home in
Houston, Texas.  The Debtor has also accumulated $22 million in
the account of Yukos USA, Inc., since the Petition Date.  Thus,
Yukos is eligible to be a "debtor" under Section 109 of the
Bankruptcy Code.

                  Yukos' Actions Not in Bad Faith

Mr. Clement also contends that the issue is not whether a debtor
took action to ensure its eligibility.  Rather, the question is
whether the filing had an improper purpose, "such as to frustrate
legitimate creditor rights or to favor one group of creditors or
shareholders and management over other creditors."

Mr. Clement explains that the Debtor is:

   (i) asking the Court to take the claims of all its creditors
       and shareholders;

  (ii) using the claims allowance process to properly distribute
       the assets to protect all of those interests; and

(iii) allow the Debtor to emerge as a strong, on-going business.

With regard to the Russian tax and investment claims, the Debtor
seeks only to have its objections to and counterclaims against
those claims be determined by an arbitral tribunal that the
Russian Government has already agreed to under its own Foreign
Investment Law.

Deutsche Bank's allegation of bad faith is based on several
arguments, including the existence of a two-party dispute, filing
on the eve of foreclosure, lack of a proper reorganization
purpose, improper litigation tactics and "new debtor syndrome."

Mr. Clement argues that Deutsche Bank's "bad faith" allegations
are false, and contends that:

   -- the Court may take judicial notice that "filing on the eve
      of foreclosure" typifies probably 98% of the cases in the
      Court dockets.  This factor should carry no weight in any
      meaningful analysis of "totality of the circumstances;"

   -- the Debtor has a valid and proper reorganization plan;

   -- due to the existence of numerous creditors and shareholders
      of the Debtor, Chapter 11 provides an appropriate set of
      procedures and substantive laws to protect the rights of
      those creditors and shareholders and to deal equitably with
      claims against the Debtor's assets;

   -- the utter failure of the Russian courts to apply any type
      of acceptable due process to any phase of the tax
      litigation makes resort to that forum clearly inadequate to
      protect other creditors or equity holders; and

   -- the "new debtor" syndrome does not apply to the facts of
      the Debtor's case.  Yukos did not transfer all of its
      substantial remaining assets to another entity on the eve
      of bankruptcy.  Yukos USA was created to provide a non-
      Russian Yukos entity, which had the ability to open a
      United States checking account without fear of consequences
      in Russia for having done so.

                 The Russian Government Tax Claims
                        Bankrupted Yukos

Recognizing the importance of the rule of law to investors,
Russia adopted the Russian Foreign Investment Law which provides
in its preamble that it is "aimed at . . . ensuring stable terms
for operations of foreign investors and compliance of the legal
order of foreign investments with the standards of the
international law."

Mr. Clement contends that the Russian Government tax claim is not
in keeping with international norms because it was imposed without
substantive due process and without procedural due process.  At
$27.5 billion, the Russian tax claim was so grotesquely large as
to be confiscatory.  The Debtor was served with collection orders
requiring immediate payment of new and massive tax assessments and
other orders freezing all the Debtor's assets that could have been
used to pay those taxes.

The inequitable and illegal actions surrounding the extraordinary
tax claims substantially impaired the Debtor's ability to pay its
more than $1.5 billion debt to over 150 legitimate lenders and
trade creditors and caused the value of the Debtor's common stock
to plummet from over $40 billion to less than $2 billion.

               Yukos' Bankruptcy Filing is Adequate

Having been bankrupted, the Debtor sought the protection of the
Court in order to reorganize as a going concern retaining and
operating its remaining assets, including its subsidiaries
Samaraneftegas, Tomskneft and its refineries.  The automatic stay
provides a tool to enjoin creditors, and people acting in concert
with them, from taking the Debtor's assets.

                 Alternative Fora are Inadequate

The Bankruptcy Court is the only adequate forum where the rights
and interests of all parties can be resolved, Mr. Clement
emphasizes.  The protections of the Bankruptcy Code will enable
the Debtor to reorganize and the remedies available in the
Chapter 11 case are not available in any other forum.

The European Court of Human Rights, the various arbitrations that
might be initiated under the auspices of the World Bank or
UNCITRAL and the Russian tax courts can only resolve two-party
disputes between the Debtor and the Russian Government.

Mr. Clement points out that none of the alternative fora proposed
by Deutsche:

   -- provide a comprehensive system for the Debtor's
      reorganization;

   -- provide an automatic stay to stop dismemberment of a debtor
      that is trying to reorganize;

   -- have a damage remedy to enforce violations of the automatic
      stay;

   -- have a claims allowance process in which all claimants must
      submit claims against the debtor for adjudication under
      equitable principles;

   -- have a plan of reorganization process that permits the
      classification and fair prioritization of creditor and
      shareholder classes; and

   -- can provide a Section 524 discharge injunction to prohibit
      or sanction efforts to collect claims that have been
      discharged during the Debtor's Chapter 11 case.

                Comity or the Act of State Doctrine
                     does not Warrant Dismissal

Mr. Clement tells Judge Clark that comity does not apply to the
Debtor's case because U.S. Congress has decided, and the courts
have recognized, that the Bankruptcy Code does, and should, have
international effect.  Furthermore, the Federal Arbitration Act
specifically states that the Act of State Doctrine may not be used
to deny arbitration.  The Russian Government has agreed to resolve
through arbitration disputes concerning the investment protections
and guarantees in its investment laws and international treaties.

The Debtor asks the Court to deny Deutsche Bank's request to
dismiss the bankruptcy case.

Headquartered in Houston, Texas, Yukos Oil Company --  
http://www.yukos.com/-- is an open joint stock company existing  
under the laws of the Russian Federation. Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets. The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742). Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.  (Yukos Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA         (80)         267       24
Akamai Tech.            AKAM       (144)         189       63
Alaska Comm. Syst.      ALSK        (29)         642       73
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (227)       3,249      919
Ampex Corp.             AEXCA      (140)          33       12
AMR Corp.               AMR        (314)      29,261   (1,824)
Amylin Pharm. Inc.      AMLN        (42)         402      325
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (283)         423      103
CableVision System      CVC      (1,669)      11,795      223
CCC Information         CCCG       (131)          80       (8)
Cell Therapeutic        CTIC        (52)         174       87
Centennial Comm         CYCL       (516)       1,608      169
Choice Hotels           CHH        (175)         271      (16)
Cincinnati Bell         CBB        (600)       1,987      (20)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (25)          29       22
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (3,297)      23,526   (2,614)
Deluxe Corp             DLX        (179)       1,533     (337)
Denny's Corporation     DNYY       (246)         730      (80)
Dollar Financial        DLLR        (47)         335       82
Domino Pizza            DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,711)       6,170     (503)
Emeritus Corp           ESC        (102)         693      (53)
Empire Resorts          NYNY        (13)          61        7
Fairpoint Comm.         FRP         (53)         828      (33)
Foster Wheeler          FWHLF      (441)       2,268     (212)
Foxhollow Tech.         FOXH        (60)          28       16
Graftech International  GTI         (44)       1,036      284
Hawaiian Holding        HA         (160)         236      (60)
Hercules Inc.           HPC         (40)       2,658      362
IMAX Corp               IMX         (49)         222        9
Immersion Corp.         IMMR         (5)          26        9
Indevus Pharm.          IDEV        (63)         174      131
Int'l Wire Group        ITWG        (80)         410       97
Isis Pharm.             ISIS        (18)         255      116
Level 3 Comm Inc.       LVLT       (159)       7,395      157
Life Sciences           LSRI         (5)         173        1
Lodgenet Entertainment  LNET        (68)         301       20
Lucent Tech. Inc.       LU         (717)      16,687    3,921
Majesco Holdings        MJES        (41)          26        9
Maxxam Inc.             MXM        (649)       1,017       72
Maytag Corp.            MYG         (75)       3,020      535
McDermott Int'l         MDR        (338)       1,245      (33)
McMoran Exploration     MMR         (85)         156       29
Northwest Airline       NWAC     (2,166)      14,450     (431)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (298)       1,221      270
Pegasus Comm            PGTV       (203)         235       52
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (484)         280        6
Pinnacle Airline        PNCL        (18)         147       26
Primedia Inc.           PRM      (1,163)       1,577     (203)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,477)      24,926     (509)
Riviera Holdings        RIV         (31)         224        1
Rural/Metro Corp.       RURL       (186)         197       16
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (331)       1,039      707
St. John Knits Inc.     SJKI        (57)         208       73
Syntroleum Corp.        SYNM         (8)          48       11
Triton PCS Holding A    TPC        (254)       1,443       62
US Unwired Inc.         UNWR       (234)         709     (280)
U-Store-It Trust        YSI         (34)         536      N.A.
Valence Tech            VLNC        (48)          16        2
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (44)         445        0
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

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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