TCR_Public/050214.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, February 14, 2005, Vol. 9, No. 37       

                          Headlines

ADESA INC: Earns $21.9 Million of Net Income in Fourth Quarter
ADVANCED BIO/CHEM: Changes Name to Industrial Enterprises
ALASKA COMMS: Subsidiary Closes Senior Debt Tender Offer
ALISON GEM: Gets Interim Okay to Use Lender's Cash Collateral
ALISON GEM: Look for Bankruptcy Schedules by Feb. 23

AMERCO: Earns $18.3 Million of Net Income in Third Quarter
AMERICAN REPROGRAPHICS: S&P Revises Rating Outlook to Positive
A.P.I. INC: Combined Confirmation Hearing Set for Feb. 28
ASSET SECURITIZATION: Fitch Junks Three Certificate Classes
BELL CANADA: Issues C$700 Million of Medium Term Note Debentures

BISHOP GOLD: Will Get $250,000 from Private Equity Placement
BOYD GAMING: Earns $40 Million of Net Income in Fourth Quarter
CAROLINA REINSURANCE: Sec. 304 Injunction Hearing Set for Feb. 23
CATHOLIC CHURCH: Portland Wants to Execute Restrictive Covenants
CHAPMAN LUMBER: Case Summary & 20 Largest Unsecured Creditors

CENTERPOINT ENERGY: Subsidiary Changes Ticker on Existing Bonds
CONSOLIDATED FREIGHTWAYS: Closes $5.1MMM Alum Creek Property Sale
CONSOLIDATED FREIGHTWAYS: Taking Bids on Georgesville Rd. Property
D.R. HORTON: Moody's Puts Ba1 Rating on $300MM of 5.25% Sr. Notes
DECORA INDUSTRIES: Chapter 11 Admin. Claims Due by Mar. 31

EARL BRICE: Court Gives J. Killips Authority to Liquidate Assets
ECU SILVER: Will Get $750,000 from Private Equity Placement
EL PASO: Moody's Puts Ba3 Rating on $560K Junior Subordinate Bonds
EMPIRE FINANCIAL: Subsidiary Required to Increase Net Capital
EVANS, INC.: Liquidating Trustee Can't Locate Certain Creditors

EXCO RESOURCES: Sells Canadian Subsidiary to NAL Oil for $443.4M
GAP INC: Good Operating Performance Prompts S&P to Upgrade Ratings
HIGH VOLTAGE: Bankruptcy Court Approves Use of Cash Collateral
HOLYOKE HOSPITAL: Moody's Pares Rating on $13.1MM Series B Bonds
HOLLYWOOD ENT: Shareholders Have Until Feb. 16 to Vote on Merger

IMMUNE RESPONSE: Appoints Robert Knowling as Chairman of the Board
INTERACTIVE BRAND: Withdraws Appeal of AMEX Delisting Notice
INTERSTATE BAKERIES: Wants Court Nod to Implement KERP
JAZZ PHOTO: Imation Agrees to Settle Litigation for $21 Million
JORGENSEN CO: S&P Upgrades Rating on Senior Secured Notes to B

JOY GLOBAL: Improved Credit Profile Prompts S&P to Lift Ratings
KAISER ALUMINUM: Can Use Up to $200 Million in New DIP Financing
KALYPSO'S LLC: Case Summary & 20 Largest Unsecured Creditors
KMART CORP: Eddie Lampert Discloses 53.7% Equity Stake
LAIDLAW INT'L: Completes $820-Mil Sale of Healthcare Companies

LEGACY HEALTH CARE: Case Summary & 80 Largest Unsecured Creditors
MAYTAG CORPORATION: Declares $0.18 Dividend Per Common Share
MEDCOMSOFT INC: Raises $2.8 Million in Rights Offering
MERRILL LYNCH: S&P Places Low-B Ratings on Classes F & G Certs.
MURRAY INC: Wants Until Oct. 4 to Make Lease-Related Decisions

MUZAK LLC: Moody's Junks Senior Unsecured & Subordinated Notes
NEWAVE INC: Declares 3 for 1 Forward Stock Split
NRG ENERGY: Hosting Fourth Quarter Conference Call on March 9
NTK HOLDINGS: S&P Junks $250 Million Senior Discount Notes
OFFSHORE LOGISTICS: Moody's Revises Rating Outlook to Negative

OXFORD AUTOMOTIVE: Comm. Wants to Conduct Rule 2004 Examination
PACIFIC GAS: Sells $1.9 Billion Energy Bonds for Customer Savings
PAXSON COMMS: S&P's Junks Corporate Credit Rating
PEGASUS SATELLITE: Has Until April 15 to Solicit Votes on Plan
RIGGS NATIONAL: PNC Acquisition Talks Cues Fitch to Revise Outlook

RIGGS NATIONAL: S&P Affirms Low-B Ratings After Review
RUSSELL CORP: Declares $0.04 Regular Quarterly Dividend
SMC HOLDINGS: Wants More Time to File Schedules & Statements
STAR GAS: Poor First Quarter Results Spur S&P to Junk Ratings
STELCO INC: Steelworkers Applauds Ontario's Directive on Pension

STILE CONSOLIDATED: S&P Assigns B+ Corporate Credit Rating
T-REX CORPORATION: Case Summary & 20 Largest Unsecured Creditors
TRANSMONTAIGNE INC: Earns $4.2 Million of Net Income in 3rd Qtr.
TRUMP HOTELS: Judge Wizmur Okays $100,000,000 DIP Financing Pact
TRUMP HOTELS: Equity Committee Wants to Terminate Plan Exclusivity

TRUMP HOTELS: File First Amended Plan & Disclosure Statement
UNITED REFINING: Moody's Affirms B3 Sr. Implied & B3 Note Ratings
UNITED REFINING: S&P Assigns B- Rating to $25 Million Senior Notes
US UNWIRED: Dec. 31 Balance Sheet Upside-Down by $262.8 Million
VARTEC TELECOM: Wants Exclusive Filing Period Stretched to June 1

VENTURE HOLDINGS: Soliciting Bids for Venture & Deluxe Assets
WINN-DIXIE: Posts $399.7 Million Net Loss in Second Quarter
YUKOS OIL: Files Plan of Reorganization in Texas
YUKOS OIL: Files $20-Bil Plus Suit for Automatic Stay Violations
YUKOS OIL: Wants to Hire Alvarez & Marsal as Restructuring Advisor

* FTI Consulting Promotes Five Attorneys as Sr. Managing Directors
* McDermott Expands in Brussels with Key Lawyers from Stanbrook
* New England Consulting Opens Buffalo Area Office

* BOND PRICING: For the week of February 14 - February 18, 2005

                          *********

ADESA INC: Earns $21.9 Million of Net Income in Fourth Quarter
------------------------------------------------------------
ADESA, Inc. (NYSE: KAR), reported its fourth quarter and annual
financial results for the period ended December 31, 2004.  For the
fourth quarter 2004, the Company reported net income of
$21.9 million on revenue of $224.8 million.  The Company's fourth
quarter results included incremental after-tax interest and
corporate expenses of $2.1 million and $2.9 million compared to
the fourth quarter of 2003.

Recent Highlights:

    *  GAAP income from continuing operations for 2004 was
       $109.5 million or $1.20 per share

    *  Adjusted income from continuing operations for 2004 was
       $119.8 million or $1.31 per share, which excludes
       $10.3 million of non-recurring transaction costs or $0.11
       per share

    *  Auction and Related Services income from continuing
       operations grew 10 percent for the fourth quarter and 20
       percent for the year

    *  Dealer Financing income grew 17 percent for the quarter and
       12 percent for the year

    *  Repurchased 4.4 million shares of common stock for
       $86.7 million during the fourth quarter 2004

    *  Expanded salvage operations into Clearwater, Florida and
       the greater Hartford, Connecticut area shortly after the
       end of 2004 and recently opened new AFC loan production
       offices in North and South Carolina

    *  Tripled both the number of dealers registered for on-line
       auctions and the number of lanes equipped with
       LiveBlock(TM), resulting in over 675,000 vehicles being
       offered for sale in a dual bidding forum during 2004

    *  Achieved record fourth quarter AFC loan transactions of
       269,000, 13% above 2003

"The continued strong financial performance generated by both of
our operating segments reflects my confidence in ADESA's ability
to deliver solid earnings, expand operations and build long-term
value for our shareholders," said David Gartzke, ADESA Chairman,
Chief Executive Officer and President.  "In addition to our solid
operating results we were able to further enhance shareholder
value by repurchasing $86.7 million of ADESA stock."
    
                 Quarterly Consolidated Results

For the fourth quarter of 2004, the Company reported revenue of
$224.8 million compared with $217.8 million in the fourth quarter
of 2003.  Increases in revenue per vehicle sold, the number of
loan transactions and revenue per loan transaction contributed to
the revenue growth, which more than offset a four-percent decline
in vehicles sold at ADESA auctions.  Canadian currency translation
favorably impacted revenue by $3.0 million.

Net income for the current quarter was $21.9 million or $0.24 per
share, compared with net income of $24.9 million, or $0.28 per
share in the fourth quarter of 2003.  Results for the current
quarter included incremental after-tax interest and corporate
expenses of $2.1 million and $2.9 million, or anaggregate $0.05
per share.  The fourth quarter of 2003 included a non-recurring
gain on the sale of real estate of $2.1 million after-tax, or
$0.02 per share.  The incremental interest and corporate expenses
in the current quarter were the result of the Company's 2004 debt
refinancing and additional infrastructure required to operate as
an independent public company.

For the quarter ended December 31, 2004, the Company had
approximately 92.4 million shares outstanding on a weighted
average diluted basis, compared with 88.6 million shares for the
same quarter in 2003.  The share increase as compared with the
fourth quarter of 2003 is primarily the result of the Company's
initial public offering of 6.25 million common shares in the
second quarter of 2004, net of the effect of its share repurchases
of approximately 4.4 million shares in the fourth quarter of 2004.
    
                   Quarterly Segment Results

Fourth quarter 2004 income from continuing operations for Auction
and Related Services increased 10 percent to $16.9 million,
compared with $15.3 million in the fourth quarter of 2003.  Due
primarily to favorable Canadian currency translation and increased
ancillary services revenue, as well as the benefits of selective
fee increases implemented earlier in 2004, revenue per vehicle
sold increased to $433 compared to $410 for the fourth quarter of
2003.

The Company's Dealer Financing segment also experienced strong
growth in the fourth quarter of 2004, as income from continuing
operations increased 17 percent to $11.2 million for the current
quarter, compared with $9.6 million in the fourth quarter of 2003.  
Loan transaction volume increased 13% to a fourth quarter record
of 269,000 while revenue per loan transaction increased from
$110 in 2003 to $115 in 2004.

Quarterly segment income statements, including statistical
information, for 2004, 2003 and 2002 can be found at the Company's
website http://www.adesainc.com/
    
                 Full Year Consolidated Results

For the year ended December 31, 2004, the Company reported revenue
of $931.6 million and net income of $105.3 million or $1.15 per
share, compared with revenue of $911.9 million and net income of
$115.1 million or $1.30 per share for 2003.  Income from
continuing operations was $109.5 million for 2004 compared with
$114.8 million in 2003.  Canadian currency translation favorably
impacted revenue by $11.5 million in 2004.

The results for 2004 included non-recurring transaction costs of
$10.3 million net of tax, or $0.11 per share and a loss from
discontinued operations of $4.2 million net of tax, or $0.05 per
share.  Absent these non-recurring costs and the results of
discontinued operations, the Company would have reported net
income of $119.8 million or $1.31 per share.

Financial results for 2004 also included incremental interest and
corporate expenses of approximately $5.3 million and $7.3 million
net of tax, or an aggregate $0.14 per share.  ADESA's 2003
financial results included a non-recurring gain on the sale of
real estate of $2.1 million after-tax, or $0.03 per share.  For
2004, the Company had approximately 91.5 million shares
outstanding on a weighted average diluted basis, compared with
88.6 million shares in 2003.
    
                          2005 Outlook

ADESA expects 2005 earnings to be approximately $1.37 to $1.43 per
share, prior to the impact of the new Financial Accounting
Standards Board -- FASB -- pronouncement regarding expensing of
stock options.  This range is based on an estimated weighted
average diluted share count of approximately 92 million shares.

This guidance includes expected increases in interest expense
($0.05 per share) and corporate expenses ($0.03 per share)
resulting from a full year of ADESA as an independent public
company, as well as an expected increase in depreciation and
amortization ($0.02 per share).  ADESA's effective tax rate is
expected to be between 39.5 percent and 40 percent in 2005.

ADESA provides earnings guidance on a continuing operations basis
because management believes that this presentation provides useful
information to investors to assist them in evaluating the
Company's results period over period.  As a result, guidance does
not reflect matters classified as discontinued operations.  In
addition, the earnings guidance does not contemplate such future
items as business development activities (including acquisitions),
strategic developments (such as restructurings or dispositions of
assets or investments), significant litigation, and changes in
applicable laws and regulations (including significant accounting
and tax matters).  The timing and amounts of these items are
highly variable, difficult to predict, and of a potential size
that could have a substantial impact on the Company's reported
results for a period.  Prospective quantification of these items
is generally not reasonable.
    
Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) --
http://www.adesainc.com/-- is North America's largest publicly  
traded provider of wholesale vehicle auctions and used vehicle
dealer floorplan financing.  The Company's operations span North
America with 53 ADESA used vehicle auction sites, 30 Impact
salvage vehicle auction sites and 83 AFC loan production offices.  

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2004,
Standard & Poor's Rating Services assigned its 'B+' rating to
ADESA Inc.'s proposed $125 million senior subordinated notes due
2012, and affirmed its 'BB' corporate credit and senior secured
ratings on the Carmel, Indiana-based operator of wholesale
used-vehicle auctions and provider of used-vehicle floorplan
financing.  Moody's affirmed its B1 rating on those 7-5/8% senior
unsecured subordinated notes due June 15, 2012, on Nov. 2, 2004.  


ADVANCED BIO/CHEM: Changes Name to Industrial Enterprises
---------------------------------------------------------
Advanced Bio/Chem, Inc. (Pink Sheets: AVBC) has changed its name
to Industrial Enterprises of America, Inc.  The name change became
effective upon filing a Certificate of Amendment to the Company's
Certificate of Incorporation with the Secretary of State of the
State of Nevada.  The Company also filed an application for a name
change, as well as a trading symbol change, with the NASDAQ Stock
Market.  The name change and new trading symbol ILNP are effective
as of the open of business on, Feb. 11, 2005.

The Company has appointed new key executives and changed its
strategic focus from a biotechnology company to a holding company.  
Through the Company's wholly owned subsidiary, EMC Packaging,
Inc., a Delaware corporation, the Company intends to continue to
market and sell the products that had been offered by EMC
Packaging prior to the Company's purchase of all of the stock of
EMC Packaging in October 2004.  EMC Packaging supplies refrigerant
in units used by ultimate end users.  EMC Packaging's dusters are
used in the computer and electronics industries, as well as the
photographic market, as an aerosol cleaner.  EMC Packaging's
products are also used in forensic medicine to freeze medical
specimens.  EMC Packaging's products are sold nationally and its
clients encompass a variety of industries, including the
automotive, electronic (such as computer manufacturers) and
photographic industries.

The Company also intends to focus on acquiring other profitable
industrial manufacturing and marketing operations.  Additionally,
as a significant stockholder of Power3 Medical Products (OTCBB:
PWRM), the Company continues to monitor its 15,000,000 share
interest in such company.

On Oct. 15, 2004, the Board of Directors elected Crawford Shaw as
the Company's Chairman of the Board, Chief Executive Officer and
President, and John D. Mazzuto as Vice Chairman of the Board,
Chief Financial Officer and Assistant Secretary.  Crawford Shaw,
69, has been an international lawyer, financier and management
consultant in the past thirty years.  Previously, Mr. Shaw was a
partner with Shaw and Reed, practicing in the areas of
international law and finance.  At Shaw and Reed, which he
founded, Mr. Shaw served as legal, financial and management
consultant to several small and medium sized private and public
companies.  Mr. Shaw is also a director of Paper Free Medical
Solutions.  Mr. Shaw graduated from Yale College in 1958 and Yale
Law School in 1961.

John Mazzuto, the Company's Chief Financial Officer has been an
investor, financial consultant and advisor to a number of mid and
small sized firms in various industries.  Previously, he was
Managing Director of corporate finance of Chemical Bank of New
York.  Mr. Mazzuto was Group Managing Director of an international
merchant bank and was a member of the board of directors of a
number of companies.  Mr. Mazzuto graduated from Yale College in
1970.

In October 2004, the Company purchased all of the issued and
outstanding capital stock of EMC Packaging, Inc., a Delaware
corporation based out of Lakewood, N.J.  In consideration for
these shares, the stockholders of EMC Packaging received 2,296,800
shares of the Company's common stock.  EMC Packaging has been in
the business of packaging, marketing and selling refrigerants
since 1974, and its clients encompass a variety of industries,
including the automotive, electronic and photographic industries.  
EMC Packaging supplies refrigerant in units to end users, its
dusters are used on computers and electronics components as an
aerosol cleaner.  EMC Packaging's products are also used in
forensic medicine to freeze medical specimens, and EMC Packaging
packages the only Coast Guard approved boat horns.

                        About the Company

Industrial Enterprises of America, Inc., a Nevada corporation, is
headquartered in Houston, Texas. Industrial Enterprises of America
is the parent company of EMC Packaging, Inc., a Delaware
corporation that packages, markets and sells refrigerants. EMC
Packaging has been in this business since 1974. Its products serve
a variety of industries and its current clients include a number
of fortune 500 companies.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan 20, 2005,
Advanced Bio/Chem has suffered recurring losses from operations
and its total liabilities exceed its total assets.  This raises
substantial doubt about the Company's ability to continue as a
going concern.

The Company had a $3,676,849 working capital deficit at June 30,
2004.  The Company also had a $3,517,207 working capital deficit
at September 30, 2004.  These compare to a $1,977,216 working
capital deficit at the fiscal year end, December 31, 2003.  Net
cash provided by operations for the six months ended June 30,
2004, was a negative $324,561, compared to a negative cash flow in
the same period in 2003 of $335,060.  Net cash provided by
operations for the nine months ended September 30, 2004 was a
negative $551,966, compared to a negative cash flow in the same
period in 2003 of $606,990.

The Company obtained funds to operate in the six months ended
June 30, 2004, from the issuance of common stock in the amount of
$275,000 and increased notes payable to shareholders and related
parties of $100,000.

The Company obtained funds to operate in the nine months ended
September 30, 2004, from the issuance of common stock in the
amount of $405,000 and increased notes payable to shareholders and
related parties of $200,000.

In September 2004, the Company offered and sold an aggregate of
1,000,000 shares of its common stock to several accredited
investors for $0.05 per share.  The purchasers in this private
placement represented his or her intention to acquire the
securities for investment only and not with a view toward
distribution.  These securities were not sold through an
underwriter and there were no underwriting discounts or
commissions involved.  These sales and purchases in the private
placement were exempt from registration under the Securities Act
of 1933, as amended and the regulations promulgated thereunder, on
the basis that the private placement did not involve a public
offering.


ALASKA COMMS: Subsidiary Closes Senior Debt Tender Offer
--------------------------------------------------------
Alaska Communications Systems Group, Inc. (Nasdaq:ALSK) reported
the closing of the previously announced tender offers by its
subsidiary, Alaska Communications Systems Holdings, Inc., for:

   -- any and all of the $147,500,000 aggregate principal amount
      of outstanding 9-3/8% Senior Subordinated Notes due 2009
      issued by ACSH, and

   -- up to $59,350,000 aggregate principal amount of outstanding
      9-7/8% Senior Notes due 2011 issued by ACSH.  

The tender offers expired at 9:00 a.m., New York City time.

Liane Pelletier, ACS president and chief executive officer,
stated, "Closing these tender offers substantially completes a
series of debt and equity transactions that have strengthened our
financial position and significantly lowered our overall cost of
capital."

As of 9:00 a.m., New York City time, on Feb. 10, 2005, ACSH had
received tenders for $140,070,000 aggregate principal amount of
the senior subordinated notes, representing approximately 95.0% of
the outstanding senior subordinated notes, and $171,035,000
aggregate principal amount of the senior notes, representing
approximately 96.3% of the outstanding senior notes, in each case,
giving effect to the cancellation on Feb. 1, 2005 of $4.35 million
of the senior notes and $2.5 million of the senior subordinated
notes that were previously repurchased on the open market by ACSH.

In accordance with the terms of the senior notes tender offer, the
tender offer for the senior notes is subject to proration at a
factor of 34.70% because tenders for more than $59,350,000
aggregate principal amount of senior notes were received.
Therefore, ACSH will purchase the principal amount of each
holder's tendered notes multiplied by the proration factor of
34.70% and rounded down to the nearest $1,000.

Holders of senior subordinated notes who validly tendered and did
not withdraw their senior subordinated notes by 5:00 p.m., New
York City time, on Jan. 25, 2005, will receive total consideration
for their senior subordinated notes of $1,046.88 per $1,000
principal amount of notes tendered by such time, which includes a
consent payment of $30.00 per $1,000 principal amount of notes.
Holders of senior subordinated notes who validly tendered and did
not withdraw their senior subordinated notes after 5:00 p.m., New
York City time, on Jan. 25, 2005 and before 9:00 a.m., New York
City time, on Feb. 10, 2005, will receive total consideration of
$1,016.88 per $1,000 principal amount of notes.  This amount does
not include the consent payment of $30.00 per $1,000 principal
amount of notes.

Subject to proration, holders of senior notes who validly tendered
and did not withdraw their senior notes by 5:00 p.m., New York
City time, on Jan. 25, 2005, will receive total consideration for
their senior notes of $1,098.75 per $1,000 principal amount of
notes tendered by such time.  The total consideration consists of:

  (1) $1,088.75 per $1,000 principal amount of the senior notes
      and

  (2) a consent payment of $10.00 per $1,000 principal amount of
      the senior notes.  

All senior notes validly tendered and not withdrawn prior to 5:00
p.m., New York City time, on Jan. 25, 2005, that are not purchased
due to proration will receive a consent payment of $10.00 per
$1,000 principal amount.  Subject to proration, holders who
tendered (and did not withdraw) their senior notes after 5:00
p.m., New York City time, on Jan. 25, 2005, but prior to the 9:00
a.m. on Feb. 10, 2005, will receive total consideration of
$1,088.75 per $1,000 principal amount of notes.  This amount does
not include the consent payment of $10.00 per $1,000 principal
amount of the senior notes.

As a result of the closing of the senior subordinated notes tender
offer, the previously announced amendments to the indenture under
which ACSH's senior subordinated notes were issued became
operative pursuant to the terms of the supplemental indenture,
dated as of Jan. 25, 2005.  The supplemental indenture governing
ACSH's senior notes became operative on Feb. 1, 2005.

ACSH made the tender offers as part of a refinancing of a portion
of its existing debt.  ACSH is financing the tender offers with a
portion of the term loan borrowings under its $380 million new
senior secured credit facility, the proceeds of an approximately
$75 million equity offering by ACS and cash on hand.

On Feb. 1, 2005, ACSH issued a notice to redeem on Mar. 3, 2005,
all of its outstanding senior subordinated notes that were not
tendered in the tender offer, in accordance with the indenture
under which the senior subordinated notes were issued.

J.P. Morgan Securities Inc. and CIBC World Markets Corp. acted as
the dealer managers and solicitation agents, and Global Bondholder
Services Corp. acted as depositary, in connection with the tender
offers and consent solicitations.

This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of any
securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state.

                        About the Company

Alaska Communications Systems Group, Inc., 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.


ALISON GEM: Gets Interim Okay to Use Lender's Cash Collateral
-------------------------------------------------------------          
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York gave Alison Gem Corporation,
permission, on an interim basis, to use cash collateral securing
repayment of prepetition obligations to its primary lender,
Antwerp Diamond Bank N.V.

The Debtor needs access to the cash collateral in order to run the
day-to-day operations of its business, including meeting payroll
and paying other customary and necessary day-to-day expenses.
Moreover, the Debtor requires the use of the cash collateral to
prevent immediate and irreparable harm to its estate.

The Debtor owes approximately $8 million to Antwerp Diamond under
a Prepetition Credit Facility.  Antwerp Diamond's loan is secured
by perfected security interests and liens in substantially all of
the Debtor's assets, including inventory, accounts, general
intangibles, and equipment, and all profits, income, and proceeds
derived from the Prepetition Collateral.

The Court granted the Debtor permission to use the cash collateral
on an interim basis for a five-week period from Jan. 28, 2005,
through Feb. 25, 2005, in strict compliance with a budget approved
by the Court.

                For the Week Ending
                01/28/05   02/04/05  02/11/05   02/18/05  02/25/05
              ----------  ---------  --------   --------  --------
Beginning   
Cash Balance  $1,000,000   $903,000  $440,000   $498,000  $587,000

Accounts
Receivable       150,000    150,000   150,000    150,000   150,000
              ----------  ---------  --------   --------  --------
               1,150,000  1,053,000   590,000    648,000   737,000

Total
Disbursements    247,000    613,000    92,000     61,000   146,000
              ----------  ---------  --------   --------  --------
Ending
Cash Balance    $903,000   $440,000  $498,000   $587,000  $591,000
              ==========  =========  ========   ========  ========

To adequately protect its interests, Antwerp Diamond is granted
valid, perfected, and enforceable liens and security interests in
all types of the Debtor's property coming into existence after the
Petition Date.  As additional adequate protection, the Debtor will
make monthly cash payments to Antwerp Diamond in amounts
established in the budget after the entry of the Court's interim
order.

Judge Beatty will convene a hearing at 2:30 p.m., on Mar. 2, 2005,
to consider the Debtor's request to use the cash collateral on a
permanent basis.   

Headquartered in New York City, New York, Alison Gem Corp., is a
manufacturer and wholesaler of jewelry goods selling both diamond
and colored stone jewelry to a variety of major retailers, small
local retail chains, and single family owned retail stores.  The
Company filed for chapter 11 protection on January 25, 2005
(Bankr. S.D.N.Y. Case No. 05-10404).  Ian R. Winters, Esq., at
Klestadt & Winters, LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it reported total assets of $20,600,000 and total debts of
$43,000,000.


ALISON GEM: Look for Bankruptcy Schedules by Feb. 23
----------------------------------------------------          
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York gave Alison Gem Corporation,
more time to file its Statements of Financial Affairs, Schedules
of Assets and Liabilities, Schedules of Current Income and
Expenditures, Schedules of Executory Contracts and Unexpired
Leases.  The Debtor has until February 23, 2005 to file those
documents.

The Debtor explains that its accountants have been having
difficulty since Dec. 2004 in analyzing the Debtor's books and
records.  The former owners of the Company, the Alibayof Brothers
who served as officers of the Debtor until Dec. 2004 refuse to
provide the Debtor's accountants with various information
concerning costing, inventory levels, pricing and a variety of
other issues.

Since Dec. 2004, the Debtor has been working diligently with its
accountants and other staff members in restoring accuracy and
proper record keeping with its books and records in order to have
accurate information in the Debtor's Schedules and Statements.  
The Debtor is also still in the process of retaining outside
accountants who will assist in the task of compiling and preparing
the information for the Schedules and Statements.

The Debtor assures Judge Beatty that the extension will give it
more time to mobilize its employees in working diligently to
compile the necessary information for the Schedules and Statements
and submit those documents on or before the extension deadline.

Headquartered in New York City, New York, Alison Gem Corp., is a
manufacturer and wholesaler of jewelry goods selling both diamond
and colored stone jewelry to a variety of major retailers, small
local retail chains, and single family owned retail stores.  The
Company filed for chapter 11 protection on January 25, 2005
(Bankr. S.D.N.Y. Case No. 05-10404).  Ian R. Winters, Esq., at
Klestadt & Winters, LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it reported total assets of $20,600,000 and total debts of
$43,000,000.


AMERCO: Earns $18.3 Million of Net Income in Third Quarter
----------------------------------------------------------
AMERCO (Nasdaq: UHAL), the parent of U-Haul International, Inc.,
Oxford Life Insurance Company, Republic Western Insurance Company
and Amerco Real Estate Company, reported its financial results for
the third quarter and nine months ending Dec. 31, 2004.

                        Financial Results

Revenues for the third quarter of fiscal 2005 were $460.5 million,
compared with $502.6 million for the same period in fiscal 2004.
Earnings available to common shareholders were $18.3 million,
compared with a net loss of $24.9 million for the same period last
year.

Revenues for the first nine months of fiscal 2005 were $1.59
billion, compared with $1.71 billion in the same period last year.
Earnings available to common shareholders were $109.3 million,
compared with $40.4 million, for the same period last year.  The
results for the quarter and year-to-date include non-recurring
litigation settlement proceeds of $1.56 per share.  These results
reflect solid growth at U-Haul; the exit of unprofitable insurance
business at Republic Western, net of losses related to hurricane
damages in the southeastern U.S.; the deconsolidation of SAC
Holding Corporation; the absence of restructuring charges; and
charges related to probable litigation losses at Oxford.

                 Moving and Storage Operations

Earnings from operations at U-Haul were $3.7 million in the third
quarter of fiscal 2005, compared with a loss of $10.4 million for
the same period last year.  This represents an improvement of
$14.1 million and is attributable to stronger truck, trailer and
storage rentals and the timing of recognizing current year
insurance expense to better match revenues and expenses.

Earnings from operations at U-Haul for the first nine months of
fiscal 2005 were $172.7 million, compared with $153.8 million for
the same period last year.  This 12.3% increase is attributable to
stronger truck, trailer and storage rentals and tight cost
controls for the current fiscal year.

                     Insurance Operations

Combined revenues at RepWest and Oxford declined $19.8 million and
$74.2 million in the third quarter and the first nine months,
respectively, compared with the same periods last year.  This
primarily reflects the impact of RepWest's strategy to exit
unprofitable non-U-Haul lines of business.  Losses from operations
for the combined insurance companies were $12.7 million in the
third quarter and $6 million for the first nine months of 2004.
These results include after-tax charges during the third quarter
of 2004 of $9.2 million from hurricane related losses at RepWest
and litigation related costs at Oxford.  This year's results
compare with losses last year of $2.9 million and $13.9 million
for the third quarter and nine months, respectively.

               Fiscal Year 2005 Performance and Outlook

"We continue to make steady progress through the first nine months
of fiscal 2005.  Moving equipment rentals gross revenue grew 3.9%
to the highest level in our history," stated Joe Shoen, chairman
of AMERCO.

"Our self-storage occupancy rate has improved year over year. Our
objective for the final quarter of fiscal 2005, typically our
seasonally weakest quarter, is to position our rental fleet to
achieve larger market share as well as revenue and transaction
growth for the upcoming moving season," concluded Shoen.

Headquartered in Reno, Nevada, AMERCO's principal operation is U-
Haul International, renting its fleet of 94,000 trucks, 75,000
trailers, and 35,000 tow devices.  U-Haul has also been a leader    
in the storage industry since 1974, with over 340,000 rooms and    
more than 28.8 million square feet of storage space and over 1,000    
facilities throughout North America.  The Company filed for    
chapter 11 protection on June 20, 2003 (Bankr. Nev. Case No.    
03-52103).  Craig D. Hansen, Esq., Jordan A. Kroop, Esq.,    
Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire,    
Sanders & Dempsey LLP, represented the Debtors in their    
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,042,777,000 in total assets and
$884,062,000 in liabilities.  AMERCO's confirmed chapter 11 Plan
took effect on March 15, 2004.

                          *     *     *

Standard & Poor's assigned its B+ rating to AMERCO's
$105.1 million 9% second lien notes due 2009 last year.


AMERICAN REPROGRAPHICS: S&P Revises Rating Outlook to Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on American
Reprographics Co. -- ARC -- to positive from stable.

At the same time, Standard & Poor's affirmed its ratings,
including its 'BB-' corporate credit rating, on the Glendale,
Calif.-based company.  Approximately $330 million in debt was
outstanding as of Sept. 30, 2004.

"The outlook revision follows the IPO that was announced on
Feb. 4, 2005, and incorporates the expectation that the proceeds
will be applied toward debt reduction and the redemption of
preferred stock," said Standard & Poor's credit analyst Sherry
Cai.  As a result, credit measures are expected to improve
meaningfully.

An upgrade will be considered if the company can demonstrate its
ability to improve and sustain debt to EBITDA in the 3x area over
the intermediate term.


A.P.I. INC: Combined Confirmation Hearing Set for Feb. 28
---------------------------------------------------------          
The Honorable Gregory F. Kishel of the U.S. Bankruptcy Court for
the District of Minnesota will convene a combined hearing at 10:00
a.m., on February 28, 2005, to consider the adequacy of the
Disclosure Statement and confirm the Plan of Reorganization filed
by A.P.I. Inc., fka API Construction Company.

The Debtor filed its Disclosure Statement and Plan on January 7,
2005.  

The Plan provides for a distribution of Cash on the Effective Date
to satisfy in full all allowed Administrative Claims, Allowed
Priority Tax Claims, and Allowed Priority Claims.  To address both
current and future holders of Asbestos Claims efficiently and
fairly, the Plan provides for the establishment of a Trust under
the Asbestos Settlement Trust Agreement.  

Liabilities for the Asbestos Claims will be transferred to and
assumed by the Trust, which will determine the amount of those
Asbestos Claim through procedures established in the Plan, the
Trust and in the Trust Distribution Procedures using a disease
criteria matrix in the Trust Distribution Procedures.  

Partial payments will then be made on a pro-rata basis, retaining
in the Trust, amounts deemed necessary to pay the holders of
future Asbestos Claims on the same basis.  Supplemental payments
will be made as funds become available.

The Plan groups claims and interests into six classes.  Unimpaired
Claims, consisting of Priority Wage Claims, Priority Employee
Benefit Claims and General Unsecured Claims will be paid in full
on the Effective Date.  

The Unimpaired Claim of the Secured Claims of Holders of Senior
Notes and LaSalle Bank will be bound by the Debtor's guarantees in
favor of the holder of those claims and those claims holders will
have a security interests the Debtor's assets with the same
nature, dignity and priority as existed on the Petition Date.

The Plan identifies two impaired classes and describes how they
will be treated:

a) Asbestos Claims liabilities will be automatically assumed by
   the Trust on the Effective Date.  On the Effective Date, the
   Trust will make an immediate partial distribution to each of
   the Qualified Current Direct Claimants pursuant to the
   provisions of the Trust Distribution Procedures, together with
   a Pro Rata Share of the net proceeds of any settlement with a
   Settling Asbestos Insurance Company, which occurs on the
   Effective Date that are otherwise payable under the terms of
   the Trust Distribution Procedures to the Qualified Direct
   Claimants.  The claims of Indirect Asbestos Claimants will be
   subordinate to the Claims of Direct Asbestos Claimants and will
   only be paid after all Direct Asbestos Claims are paid in full.

b) Holders of Interests in API Inc., will retain their Interests
   subject to a Pledge Agreement described 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

Headquartered in St. Paul, Minnesota, A.P.I. Inc.,
http://www.apigroupinc.com/--is a wholly owned subsidiary of the
APi Group, Inc., and is an industrial insulation contractor.  The
Company filed for chapter 11 protection on January 5, 2005 (Bankr.
D. Minn. Case No. 05-30073).  James Baillie, Esq., at Fredrikson &
Byron P.A., represents the Debtor's restructuring.  When the
Debtor filed for protection from its creditors, it listed total
assets of $34,702,179 and total debts of $63,000,000.


ASSET SECURITIZATION: Fitch Junks Three Certificate Classes
-----------------------------------------------------------
Fitch Ratings downgrades Asset Securitization Corp.'s commercial
mortgage pass-through certificates, series 1997-MDVII:

     -- $40.0 million class A-3 to 'BBB-' from 'A' and placed on
        Rating Watch Negative;

     -- $37.5 million class A-4 to 'CC' from 'CCC';

     -- $27.5 million class A-5 to 'C' from 'CC';

     -- $10.0 million class A-6 to 'C' from 'CC'.

These classes are affirmed by Fitch:

     -- $2.6 million class A-1A at 'AAA';
     -- $214.3 million class A-1B at 'AAA';
     --Interest-only class PS-1 at 'AAA';
     --Interest-only class CS-1 at 'AAA';
     --$42.5 million class A-2 at 'AA'.

Fitch does not rate classes B-1 and B-1H.

The downgrades are due to a greater estimate of losses anticipated
on the Fairfield Inn Portfolio.  As of January 2005, 13 hotels
remain in the portfolio, six of which are under contract and
estimated to close by March 31, 2005.  Class A-3 will remain on
Rating Watch Negative until a more accurate estimation of losses
can be calculated based upon the final expected resolution of the
loan.


BELL CANADA: Issues C$700 Million of Medium Term Note Debentures
----------------------------------------------------------------
Bell Canada disclosed the offering of Cdn $700 million of Medium
Term Note Debentures pursuant to its medium term debenture
program.  The 5.00% MTN Debentures, Series M-18, which will be
dated Feb. 11, 2005, will mature on Feb. 15, 2017, and will be
issued at a price of Cdn $99.928 for a yield to the investor of
5.01% compounded semi-annually.  A pricing supplement relating to
this issue will be filed by Bell Canada with the various
securities commissions in all provinces of Canada.

The net proceeds of this issue will be used to repay maturing
short-term debt and for general corporate purposes.

BMO Nesbitt Burns Inc., CIBC World Markets Inc., Casgrain and
Company Limited, Desjardins Securities Inc., Merrill Lynch Canada
Inc., National Bank Financial Inc., RBC Dominion Securities Inc.,
Scotia Capital Inc. and TD Securities Inc. will be acting as
agents with respect to the offering of the Series M-18 Debentures.

                         About Bell Canada

Bell Canada, Canada's national leader in communications, provides
connectivity to residential and business customers through wired
and wireless voice and data communications, local and long
distance phone services, high speed and wireless Internet access,
IP-broadband services, e-business solutions and satellite
television services.  Bell Canada is wholly owned by
BCE Inc.    

BCI is operating under a court-supervised Plan of Arrangement,
pursuant to which BCI intends to monetize its assets in an orderly
fashion and resolve outstanding claims against it in an
expeditious manner with the ultimate objective of distributing the
net proceeds to its shareholder and dissolving the company.


BISHOP GOLD: Will Get $250,000 from Private Equity Placement
------------------------------------------------------------
Bishop Gold, Inc. (TSX VENTURE:BSG), reported a private placement
of up to $250,000 of units of Bishop at a price of $0.125 per
unit, each such unit being comprised of one common share and
one-half of one common share purchase warrant.

Each whole Warrant will entitle the holder to acquire one common
share at a price of $0.25 for a period of twelve months from the
date of issue.  Finder's fee commissions may be payable in
connection with the Private Placement.  The Private Placement is
subject to acceptance by regulatory authorities and the TSX
Venture Exchange.  Subject to Exchange approval, it is expected
that the closing the Private Placement will occur on or before
February 23, 2005.  The securities issued under the
Private Placement will be subject to a four-month hold period.

Proceeds from the Private Placement will be used to fund Bishop's
continuing work program on the Lawyer's group of claims in the
Toodoggone region of British Columbia and for general working
capital purposes.

Bishop Gold is a junior precious metals exploration company
focused on the acquisition and development of mineral properties
of historical exploration and past production merit in Western and
Northern Canada. Bishop owns 100% of two significant epithermal
gold prospects; the "The Lawyers Group" and "The Ranch" (also
known as "The Al Group") properties in the Toodoggone region of
north-central British Columbia.  Bishop also owns 100% of the
Gordon Lake Property in the Giant Bay Region near Yellowknife,
NWT.

                      Going Concern Doubt

Bishop Gold's 3rd Quarter Report for the period ending June 30,
2004, notes that the Company "has realized recurring losses from
operations, and has a working capital deficiency of
$191,905.  These factors, amongst others, cast substantial doubt
with respect to the Company's ability to continue as a going
concern."


BOYD GAMING: Earns $40 Million of Net Income in Fourth Quarter
--------------------------------------------------------------
Boyd Gaming Corporation (NYSE: BYD) reported its financial results
for the fourth quarter and full year 2004.  The Company reports
that its "adjusted earnings" soared 163% over what the company
reported for the fourth quarter 2003.

For the full year, the Company reports record "adjusted earnings,"
up 75% from 2003.  

Adjustments for reported periods include pre-opening expenses,
gain on sales of undeveloped land and certain non-recurring items,
more fully described in a table and footnotes later in this
report.  This quarter's results include the operations of the four
properties of Coast Casinos, which the Company acquired on July 1,
2004, and Sam's Town Shreveport, which the Company acquired in May
2004. Per share amounts are reported on a diluted basis.
                                     
                  Fourth Quarter Results

The Company reported record EBITDA in the fourth quarter of $149
million, a 122% increase over the $67.4 million reported in the
fourth quarter 2003.  This was the second quarter in a row that
quarterly EBITDA was more than double the comparable quarter in
the prior year.  While much of the increase resulted from the
addition of the five properties acquired in 2004, a significant
amount of the increase resulted from strength at properties that
operated in both periods.  

Revenues for the fourth quarter were $540 million, an increase of
75% over the $308 million reported in the fourth quarter 2003
principally due to the addition of the Coast and Shreveport
properties. On a same-store basis, revenues were up 5.3% in the
quarter versus the comparable quarter in 2003. Net income in the
fourth quarter was $40.0 million, versus $12.3 million, reported
in the fourth quarter 2003.  In this year's fourth quarter, the
Company's weighted average diluted shares were 22.7 million
greater than last year's shares, due principally to shares issued
in the Coast Casinos merger.

William S. Boyd, Chairman and Chief Executive Officer of Boyd
Gaming, commented on the Company's fourth quarter results, "I am
very pleased with the outstanding results of our Company's
operations.  While our very strong earnings growth was widespread
in the quarter, the principal drivers of the growth were in two
areas where market dynamics, our business models, and our current
expansion projects provide excellent prospects for continuing our
strong earnings.  The Las Vegas locals market is firing on all
cylinders with growing demand and limited supply growth, with our
Company's excellent properties enjoying a significant share in
that strong market.  And we expect to increase that share with the
addition, less than a year from now, of South Coast, which will
serve a dynamic growth area of the Las Vegas locals market.  And
our 'category-killer' property in Atlantic City, Borgata, is truly
a market leader and should continue to be for some time.  We have
begun a major expansion of the property to meet the strong demand.
While our Company is performing well across the board and we have
broad-based growth initiatives in the works, having that powerful
Las Vegas locals/Borgata combination gives me confidence that we
can continue to build value for our shareholders."

    Full Year Results

Revenues for the full year 2004 were $1.734 billion, an increase
of 38% over the $1.253 billion reported in 2003.  The increase was
primarily attributable to the addition of Coast Casinos and Sam's
Town Shreveport, neither of which were owned by the Company during
2003.  EBITDA for 2004 was $449 million versus $266 million
(before a $3.5 million one-time retroactive gaming tax imposed by
the State of Indiana) reported in the same period last year.  The
increase was also principally attributable to the addition of both
Coast Casinos and Sam's Town Shreveport and by a large increase in
the Company's EBITDA from Borgata, which operated for six months
during 2003.  Net income for 2004 was $105 million, or $1.34 per
share, versus $40.9 million, or $.62 per share, in 2003.

Borgata

The Company also reported fourth quarter and full year results for
Borgata Hotel Casino and Spa, the Company's joint venture property
in Atlantic City.  As an unconsolidated joint venture, Borgata's
results appear in only two lines of the Company's consolidated
statements of operations; therefore, more detailed financial
information is presented in tables later in this release.

In the fourth quarter, Borgata reported revenue and EBITDA results
well above its fourth quarter 2003 results and close to its own
record results in the seasonally strong third quarter 2004.
Borgata reported gaming revenue in the quarter of $165 million, a
35% increase over the fourth quarter 2003, and non-gaming revenue
of $56.8 million, a 6.2% increase over the fourth quarter 2003.
Net revenues in the quarter were $179 million, a 27% increase over
the fourth quarter 2003. Borgata's EBITDA in the fourth quarter
was $60.1 million, an increase of 77% over the $33.9 million
reported in the fourth quarter 2003.  In the fourth quarter,
Borgata reported an EBITDA margin of 33.5% versus 23.9% reported
in the fourth quarter 2003.  As was the case in every other
quarter of 2004, the Company believes Borgata's EBITDA in the
fourth quarter was the highest of any property in Atlantic City.

For the fourth quarter, Borgata reported the highest table game
win in the Atlantic City market, garnering 21% of the table game
market and topping the property in second place by 56%.  Table
game win per unit per day in the quarter was $4,674, which beat
the second place property by $1,734 and was 82% above the $2,572
average win per table per day in Atlantic City in the fourth
quarter.  For the first time since its July 2003 opening,
Borgata's quarterly slot win, $104 million in the fourth quarter,
was the highest in the Atlantic City market.  In slot win per unit
per day, Borgata reported the highest result in the Atlantic City
market at $324, $48 above the second place property and 51% above
the Atlantic City average, which was $215 per day in the fourth
quarter. Hotel occupancy in the quarter was 92.5% and the average
daily room rate was $129.

Borgata also reported results for the full year 2004, the
property's first full calendar year of operations.  Borgata's
reported 2004 gaming win of $638 million was the second best in
the Atlantic City market and only $9 million behind the much
larger Bally's.  Borgata's 2004 table game win led the market by a
large margin, and its table game win per unit was 61% above the
Atlantic City average.  Borgata's 2004 slot win was the second
best in the market, behind only Bally's, which operated 68% more
slot machines than Borgata in 2004.  Borgata's 2004 slot win per
unit of $313 was the highest in the market, $27 above the second
place property and $81, or 35%, above the Atlantic City average.
Borgata's EBITDA for 2004 was $216 million and its EBITDA margin
was 31.9%.  Hotel occupancy for the year was 92.0% and the average
daily rate was $127.

Bob Boughner, Chief Executive Officer of Borgata, said, "In the
fourth quarter, Borgata defied both conventional wisdom and
historical precedent by reporting fourth quarter results similar
to our summer results reported in the third quarter.  We are very
pleased that the environment and experience we are offering our
customers appear to have year-round appeal."

Borgata Expansion

The Company made further announcements concerning its expansion
activity at Borgata.  Construction has begun on the public space
expansion with completion scheduled for the second quarter 2006.
The rooms expansion project that the Company announced in its last
earnings release is moving forward, with construction expected to
commence in the fourth quarter 2005 and completion scheduled for
the fourth quarter 2007.  Bob Boughner commented on developments
in the public space expansion, "Our significant market share
premiums apply not only to our gaming operations, but to our food
and beverage operations as well, creating a need for more
restaurant seats, especially fine dining.  Our public space
expansion will include, among others, restaurants developed and
operated by three nationally acclaimed restaurateurs, Bobby Flay,
Michael Mina, and Wolfgang Puck.  The restaurants, Bobby Flay
Steak, Seablue by Michael Mina, and Wolfgang Puck, are being
designed by world-class designers to create spectacular spaces
that we expect will keep Borgata in the forefront of the Atlantic
City entertainment experience."

Boulder Strip

In the fourth quarter, the Boulder Strip properties, catering
principally to the Las Vegas locals market, reported a 13.9%
increase in revenues and a 41% increase in EBITDA versus the
fourth quarter in 2003.  EBITDA margins increased 5.5 percentage
points, as 69% of the quarterly revenue increase fell to the
EBITDA line. Fourth quarter EBITDA was the highest ever recorded
for the Boulder Strip properties.  Full year 2004 revenues of $183
million represented an increase of 9.4% over 2003, and record full
year 2004 EBITDA of $49.4 million represented an increase of 25%
over 2003.  The strong results were generally due to increased
business levels across the board and effective cost control.

Coast Casinos

As the merger with Coast Casinos was completed on July 1, 2004,
there are no comparative results in the Company's financial
statements.  Therefore, all comparisons presented here are with
Coast's pre-merger results of operations when they were an
independent company, which results are reconciled in tables later
in this release.  Coast's revenues in the fourth quarter were $179
million, an increase of 17.2% over the fourth quarter of 2003.
EBITDA in the fourth quarter was $60.5 million, a 41% increase
over the prior period.  This strength reflects the strong
condition of the Las Vegas locals economy, particularly its gaming
and entertainment sectors.  EBITDA margin in the fourth quarter
was 33.7%, up from 28.1% in the fourth quarter 2003, as 67% of the
incremental revenue flowed through to the EBITDA line. For the
full year 2004 (which amounts reflect both pre- and post-merger
results), Coast Casinos' revenues were $668 million, an increase
of 12.8% over 2003; and EBITDA was $205 million(2), a 25% increase
over the $164 million reported in 2003.  The unit's 30.6% EBITDA
margin for 2004 was 3.0 percentage points above the prior year.

Stardust

The Stardust continued its turnaround in the fourth quarter with
its best revenue quarter in four years.  Fourth quarter revenues
were $38.8 million, a 9.8% increase over the fourth quarter 2003,
driven principally by a 21% increase in slot revenue. Fourth
quarter EBITDA of $4.8 million was nearly double the $2.5 million
reported in the fourth quarter 2003.  In the fourth quarter, 66%
of the property's revenue gains from the fourth quarter 2003
flowed through to the EBITDA line.  For the full year, Stardust
reported EBITDA of $18.0 million, its best results since 1998 and
88% above the $9.6 million reported in 2003.

Downtown Properties

Downtown Properties revenues increased 6.4% in the fourth quarter
versus the comparable quarter in 2003.  Despite higher fuel costs
in connection with the unit's Hawaiian air charter operations, the
group recorded a 5.3% EBITDA increase, reporting EBITDA of $12.3
million, versus $11.7 million, in the fourth quarter 2003.  For
the full year 2004, EBITDA was $38.7 million, down 4.4% from the
$40.5 million reported in 2003.  The aforementioned fuel cost
increase was the principal reason EBITDA declined in 2004.

Central Region

The six Central Region properties reported a 23% increase in
revenues and a 17.2% increase in EBITDA in the fourth quarter
versus the comparable quarter in 2003.  This quarter's results
include Sam's Town Shreveport, which the Company acquired in May
2004.  On a same-store basis, fourth quarter revenues increased
1.8% and EBITDA rose 5.2% over the fourth quarter 2003. Strong
margin-driven fourth quarter EBITDA increases at Sam's Town
Tunica, Par-A-Dice and Treasure Chest were the principal reasons
for the increase.  For the full year 2004, Central Region EBITDA
was $191 million, an increase of 5.7% versus the prior year
(before the $3.5 million Blue Chip tax charge), and, on a same-
store basis, a decline of 2.0% from 2003 results.  Increased 2004
EBITDA at Sam's Town Tunica, Treasure Chest and Blue Chip could
not overcome EBITDA declines at Par-A-Dice and Delta Downs (caused
primarily by construction disruption from its nearly completed
property reconfiguration, remodel and hotel development project).

                     Financial Statistics

The Company provided the following additional information for the
fourth quarter ended Dec. 31, 2004:

     *  December 31 debt balance:  $2.311 billion

     *  December 31 cash:  $161 million

     *  Dividends paid in the quarter:  $7.4 million

     *  Maintenance capital expenditures during the quarter:  $23
        million

     *  Expansion capital expenditures for projects during the
        quarter:

               Delta Downs -   $29 million
               Blue Chip -     $24 million
               The Orleans -   $ 1 million
               South Coast -   $41 million
               Stardust land - $43 million

     *  Number of shares outstanding on December 31:  87.5 million

     *  Capitalized interest during the quarter:  $2.6 million

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a leading diversified owner and  
operator of 18 gaming entertainment properties, plus one under
development, located in Nevada, New Jersey, Mississippi, Illinois,
Indiana and Louisiana.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 25, 2004,
Fitch Ratings affirmed Boyd Gaming Corporation's senior secured
bank debt ratings at 'BB' and raised the senior unsecured and
subordinated debt ratings one notch to 'BB-' and 'B+',
respectively. The Rating Outlook is Stable.  Approximately
$2.3 billion of debt securities are affected by Fitch's action.

Ratings reflect:

   (1) Boyd's sizable and uniquely diversified portfolio of high
       quality,

   (2) recently renovated assets,

   (3) successful operating history, and

   (4) strong track record of making high-return acquisitions.


CAROLINA REINSURANCE: Sec. 304 Injunction Hearing Set for Feb. 23
-----------------------------------------------------------------
Gareth Howard Hughes and John C. McKenna, as Joint Liquidators, of
CAROLINA REINSURANCE LIMITED, will ask the Honorable Burton R.
Lifland of the U.S. Bankruptcy Court for the Southern District of
New York, at a hearing scheduled for 10:00 a.m. on February 23,
2005, to enter an Order:

     (a) Granting the Verified Petition Pursuant to Section 304
         to Commence Cases Ancillary to Foreign Proceedings
         they filed on December 5, 2001;

     (b) Providing that the Scheme of Arrangement approved by the
         Supreme Court of Bermuda on December 3, 2004, shall be
         given full force and effect in the United States and be
         binding on and enforceable in the United States;

     (c) Permanently enjoining all persons and entities from
         taking any action in contravention of, or inconsistent
         with, the Scheme of Arrangement; and

     (d) Permanently enjoining and restraining any creditor under
         the Scheme of Arrangement from taking any steps or
         proceedings against the Company or its property or
         assets (whether by way of demand, legal proceedings,
         arbitration, judgment, execution or otherwise
         whatsoever) for the purpose of obtaining payment of any
         Scheme Claim or for any purpose, except as may be
         permitted under the Scheme.

Objections, if any, must be filed by 4:00 p.m. on February 18,
2005, and served on the Joint Liquidators' counsel:

         Peter A. Ivanick, Esq.
         Lynn W. Roberts, Esq.
         Edward J. Estrada, Esq.
         LeBOEUF, LAMB, GREENE & MacRAE, L.L.P.
         125 West 55th Street
         New York, New York 10019

Gareth Howard Hughes and John C. McKenna, at Ernst & Young, as
Joint Liquidators of CAROLINA REINSURANCE LIMITED, filed a
petition under Sec. 304 of the U.S. Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 01-16090) on December 5, 2001, to keep U.S.
creditors' hands off of Carolina Re's assets located in the U.S.
and to gain access to the U.S. Federal Courts to file recovery
actions while they pursued a liquidation of the insurer under the
supervision of the Supreme Court of Bermuda (2001: No. 415).  
Carolina Re became insolvent following the 9/11 terrorist attack
on New York.  Carolina Re acted as a quota share reinsurer of the
so-called Fortress pool.  Robert E. Juceam, Esq., at Fried, Frank,
Harris, Shriver & Jacobson LLP, provided legal counsel to some
Carolina Re shareholders, officers and directors in lawsuits
commenced in North Carolina by the Liquidators accusing his
clients of improperly receiving millions in dividends, seeking the
return of those amounts and other damages.


CATHOLIC CHURCH: Portland Wants to Execute Restrictive Covenants
----------------------------------------------------------------
On behalf of St. Anthony Church, in Tigard, Oregon, Portland
previously sought and obtained court permission to grant a trust
deed lien in favor of Washington County, which was used to finance
the construction of a St. Vincent de Paul food bank facility on
St. Anthony Church's property.  As a condition to development
imposed by the City of Tigard in its conditional use approval for
the project, the City of Tigard imposed two conditions:

   (1) restrictive covenants for future street improvements which
       require the parish to agree to future improvements on SW
       McKenzie Street and SW Grant Avenue; and

   (2) dedication deeds for road or street purposes which require
       the parish to dedicate to the public a perpetual right-of-
       way along SW McKenzie Street and SW Grant Avenue for
       street, road, and utility purposes.

The Archdiocese of Portland in Oregon believes that executing the
documents for the benefit of St. Anthony Church would be within
the "ordinary course" of Archdiocesan affairs.  Due to the dispute
between Portland and certain creditors as to what constitutes
"property of the estate," Portland feels constrained to seek the
Bankruptcy Court's consent.

Accordingly, Portland seeks Judge Perris' authority to execute in
favor of the City of Tigard, restrictive covenants for future
street improvements and dedication deeds for road or street
purposes on behalf of St. Anthony Church, for the benefit of the
St. Vincent de Paul food storage building.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.   
Thomas W. Stilley, Esq. and William N. Stiles, Esq. of Sussman  
Shank LLP represent the Portland Archdiocese in its restructuring  
efforts.  Portland's Schedules of Assets and Liabilities filed  
with the Court on July 30, 2004, the Portland Archdiocese reports  
$19,251,558 in assets and $373,015,566 in liabilities. (Catholic
Church Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CHAPMAN LUMBER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Chapman Lumber Company, Inc.
        3113 Willow Road
        Hopkinton, Iowa 52237

Bankruptcy Case No.: 05-00408

Type of Business: The Debtor sells lumber products.
                  See http://www.chapmanlumber.net/

Chapter 11 Petition Date: February 8, 2005

Court: Northern District of Iowa (Cedar Rapids)

Judge: Paul J. Kilburg

Debtor's Counsel: Joseph A. Peiffer, Esq.
                  Day Rettig Peiffer, P.C.
                  P.O. Box 2877
                  Cedar Rapids, Iowa 52406
                  Tel: 319-365-0437

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
   ------                     ---------------       ------------
Biomass Combustion            Boilers                    $92,550
16 Merriam Road
Princeton, MA 01541

B.G. Brecke                   Pipe new boilers,          $66,481
4140 F Avenue N.W.            feedwater system,
Cedar Rapids, IA 52405        kilns and converter

Meyer Mechanical              Electrical Kilns           $31,738
204 2nd Ave NE                and Boiler Room
Dyersville, IA 52040

Commander Buildings, Inc.     Commander AS-600           $30,424
                              All Steel Building

Bard Concrete                 Concrete                   $18,451

Iowa Department of Revenue    Use Tax Audit              $14,502
Compliance Devision

Dave's Complete Construction  Boiler Buildings            $7,500

Kimberly Sauser, CPA          Accounting Services         $6,220

Alliant Energy Co.            Electric Services           $5,635

Farm Plan                     Parts, Supplies             $3,896

McDermott Oil                 Fuel                        $3,588

Dan's Auto Parts, Inc.                                    $3,463

Quast & Co., Inc.                                         $3,414

Caterpillar Financial         Delinquent Payments         $3,300
Services                      on Forklift

City Laundering Co.           Uniforms                    $2,876

Mutual Wheel Co.                                          $2,336

Kuehne & Nagel, Inc.                                      $2,206

Bauer Built Inc.              Tire Supplier               $2,164

Ferrellgas - 4870             LP Gas                      $2,047

Bradley & Riley                                           $2,044


CENTERPOINT ENERGY: Subsidiary Changes Ticker on Existing Bonds
---------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) will change the key ticker
symbol on transition bonds issued by its subsidiary, CenterPoint
Energy Transition Bond Company, LLC, effective Feb. 25, 2005.  
The ticker symbol on these transition bonds will change from
RNLT 2001-1 to CNP 2001-1, which will be accessible on the
Bloomberg MTGE key, and will affect bonds with the CUSIP numbers
75953MAA8, 75953MAB6, 75953MAC4, and 75953MAD2.  The change is
intended to reflect more accurately the change in the name of the
Company and its corporate affiliations after these transition
bonds were issued.

The transition bonds were issued in 2001 by Reliant Energy
Transition Bond Company LLC when it was a subsidiary of Reliant
Energy, Incorporated.  In a restructuring on Aug. 31, 2002,
CenterPoint Energy, Inc., became the new holding company for the
regulated operations (electric transmission and distribution, gas
distribution and gas pipelines) of the former Reliant Energy,
Incorporated.  At that time Reliant Energy Transition Bond Company
LLC changed its name to CenterPoint Energy Transition Bond
Company, LLC.  CenterPoint Energy, Inc., distributed the stock of
its unregulated retail electric sales and trading and marketing
businesses in Texas to its shareholders on Sept. 30, 2002, and is
no longer affiliated with Reliant Energy, Inc. (formerly named
Reliant Resources, Inc.).  The Company is a special purpose
subsidiary of CenterPoint Energy Houston Electric, LLC, which is a
subsidiary of CenterPoint Energy, Inc.; therefore, the Company is
no longer affiliated with Reliant Energy, Inc.

The transition bonds were issued pursuant to the Texas electric
restructuring legislation and a financing order issued by the
Public Utility Commission of Texas.  The legislation permits the
PUCT to issue financing orders authorizing CenterPoint Energy to
form one or more special purpose entities in order to issue
transition bonds to recover certain regulatory assets and stranded
costs that the PUCT has authorized the utility to recover.  Each
financing order permits a special purpose entity to collect a non-
bypassable charge, calculated to recover the amount authorized in
the financing order, plus interest, over a period not to exceed 15
years, from retail electric providers who supply electricity to
customers in CenterPoint Energy Houston Electric's historic
service territory.  Under the legislation, the state (including
the PUCT) has pledged not to modify the financing orders and the
PUCT conducts periodic reviews to ensure that principal and
interest on the transition bonds are recovered on the anticipated
repayment schedule once transition bonds have been issued pursuant
to a financing order.

                        About the Company

CenterPoint Energy, Inc. -- http://www.CenterPointEnergy.com/--   
headquartered in Houston, Texas, is a domestic energy delivery
company that includes electric transmission & distribution,
natural gas distribution and sales, interstate pipeline and
gathering operations and an electric generation business that the
company is under a contract to sell.  The company serves nearly
five million metered customers primarily in Arkansas, Louisiana,
Minnesota, Mississippi, Oklahoma, and Texas.  Assets total about
$17 billion after giving effect to the first step in the sale of
Texas Genco Holdings, Inc.  With more than 9,000 employees,
CenterPoint Energy and its predecessor companies have been in
business for more than 130 years.

CenterPoint Energy Houston Electric, LLC is a regulated utility
engaged in the transmission and distribution of electric energy in
a 5,000-square mile area located along the Texas Gulf Coast,
including the City of Houston. CenterPoint Energy Houston
Electric, LLC is also the servicer of these transition bonds.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2004,
Fitch Ratings affirmed the outstanding senior unsecured debt
obligations of CenterPoint Energy, Inc., at 'BBB-'.  Also affirmed
are outstanding ratings of CNP subsidiaries CenterPoint Energy
Houston Electric, LLC and CenterPoint Energy Resources Corp.  The
Rating Outlook for all three companies has been revised to Stable
from Negative.

The rating action follows Fitch's assessment of the Nov. 10, 2004
determination by the Public Utility Commission of Texas -- PUCT --
that CenterPoint Energy will be permitted to recover a true-up
balance of $2.3 billion, including accrued interest.  Although
this amount is significantly less than the $3.7 billion (excluding
interest) true-up sought in CenterPoint Energy's original
application with the PUCT, it is in line with Fitch's expectations
when taken together with other expected cash proceeds.  The
conclusion of the true-up proceeding and expected securitization
of stranded costs is the second of two highly anticipated
deleveraging events factored into Fitch's ratings for CenterPoint
Energy and its two wholly owned subsidiaries, CenterPoint Energy
Houston Electric and CenterPoint Energy Resources.  The first was
the definitive agreement reached by CenterPoint Energy on
July 21, 2004 to sell its 81% interest in Texas Genco Holdings for
after-tax cash proceeds of $2.5 billion in a two-step transaction
expected to be completed by the first half of 2005.

These transactions, combined with the $177 million retail clawback
payment owed by Reliant Energy, Inc., will enable CenterPoint
Energy to delever its balance sheet by approximately $5 billion,
an amount which will result in consolidated credit measures that
are more consistent with CenterPoint Energy's current 'BBB-'
rating.  Upon completion of CenterPoint Energy's planned
monetizations and subsequent retirement of certain debt
obligations, Fitch expects CenterPoint Energy'a total debt-to-
EBITDA ratio to trend toward the low 4.0 times (x) range, a level
which is viewed as appropriate for the rating category given the
low cash flow volatility exhibited by CenterPoint Energy's
electric and gas distribution and interstate gas pipeline
businesses.  Fitch notes that the potential $500 million
prefunding of CenterPoint Energy's future pension obligations may
reduce the amount of funds immediately available for debt
repayment.  However, such a prefunding would reduce the company's
future pension expense by approximately $40 million annually, as
well as bolster CenterPoint Energy's equity base by reversing a
charge taken in 2002.

The Stable Rating Outlook reflects Fitch's expectation that
CenterPoint Energy will secure a financing order for its planned
securitization in a reasonable amount of time and complete the
issuance of bonds by mid-2005.  Any prolonged delays would be an
unfavorable credit development.  Fitch notes that CenterPoint
Energy will likely apply for a rehearing of the amount disallowed
by the PUCT and appeal to the Texas state courts, if necessary.
Importantly, the Texas statute permits CenterPoint Energy to
proceed with its plans to securitize the lower $2.3 billion true-
up amount, regardless of the appeal status.

These ratings are affirmed by Fitch:

   * CenterPoint Energy, Inc.

     -- Senior unsecured debt 'BBB-';
     -- Unsecured pollution control bonds 'BBB-';
     -- Trust originated preferred securities 'BB+';
     -- Zero premium exchange notes (ZENS) 'BB+'.

   * CenterPoint Energy Houston Electric, LLC

     -- First mortgage bonds 'BBB+';
     -- General mortgage bonds 'BBB'
     -- $1.3 billion secured term loan 'BBB'.

   * CenterPoint Energy Resources Corp.

     -- Senior unsecured notes and debentures 'BBB';
     -- Convertible preferred securities 'BBB-'.


CONSOLIDATED FREIGHTWAYS: Closes $5.1MMM Alum Creek Property Sale
-----------------------------------------------------------------
Consolidated Freightways closed the sale of its long-time Columbus
distribution facility in December to Old Dominion Freight Line for
$5.1 million.  

CF sold its Columbus terminal located at 2885 Alum Creek Drive to
Old Dominion on Dec. 17, 2004.  ODFL's existing trucking property
at 1700 Georgesville Road in Columbus, in turn, was sold to CF.  
CF will be offering that property for sale.  

Old Dominion is moving its operations from that property to the
Alum Creek Drive property.

CF holds the record for orchestrating the largest real estate sale
in transportation history -- 227 total properties with an
appraised value of over $400 million.  Since CF filed for
bankruptcy protection and closed its operations on September 3,
2002, the company has been liquidating the assets of the
corporation under orders of the bankruptcy court.  To date, 221 CF
properties have been sold for $396 million.

Headquartered in Vancouver, Washington, Consolidated Freightways
Corporation (Nasdaq:CFWY) is comprised of national less-than-
truckload carrier Consolidated Freightways, third party logistics
provider Redwood Systems, Canadian Freightways LTD, Grupo
Consolidated Freightways in Mexico and CF AirFreight, an air
freight forwarder.  Consolidated Freightways is a transportation
company primarily providing LTL freight transportation throughout
North America using its system of 300 terminals and over 18,000
employees.  The Company and its debtor-affiliates filed for
chapter 11 protection on September 3, 2002 (Bankr. C.D. Cal. Case
No. 02-24284).  Michael S. Lurey, Esq., at Latham & Watkins LLP,
represents the Debtors.  When the Debtors filed for bankruptcy,
they listed $783,573,000 in total assets and $791,559,000 in total
debts.

The Bankruptcy Court confirmed the Debtors' Amended Consolidated
Plan of Liquidation on Nov. 18, 2004.


CONSOLIDATED FREIGHTWAYS: Taking Bids on Georgesville Rd. Property
------------------------------------------------------------------
Consolidated Freightways is taking bids for property located at
1700 Georgesville Road in Columbus, Ohio.   

The Georgesville Road property will be offered for sale to the
highest bidder at a reserve auction scheduled for Thursday,
March 10, 2005.  The 8.2 acre property is comprised of a 65-dock
door freight terminal/office building and an additional 10,350 sq.
ft. maintenance building.  An opening bid price has been
established for the property at $1.25 million.

Interested parties who would like to participate in the auction
can access information about the property and the auction at
http://www.cfterminals.com/ Potential bidders need to pre-qualify  
and submit a deposit as indicated on the web page.  Questions
about the property or the bidding procedures should be directed to
Chris Sloan at CFC Trust at 360-448-4001.

CF's upcoming sale of the distribution facility at 1700
Georgesville Road continues the largest real estate sale in
transportation history -- 227 total properties with an appraised
value of over $400 million.  Since CF filed for bankruptcy
protection and closed its operations on September 3, 2002, the
company has been liquidating the assets of the corporation under
orders of the bankruptcy court.  To date, 221 CF properties have
been sold for $396 million.

Headquartered in Vancouver, Washington, Consolidated Freightways
Corporation (Nasdaq:CFWY) is comprised of national less-than-
truckload carrier Consolidated Freightways, third party logistics
provider Redwood Systems, Canadian Freightways LTD, Grupo
Consolidated Freightways in Mexico and CF AirFreight, an air
freight forwarder.  Consolidated Freightways is a transportation
company primarily providing LTL freight transportation throughout
North America using its system of 300 terminals and over 18,000
employees.  The Company and its debtor-affiliates filed for
chapter 11 protection on September 3, 2002 (Bankr. C.D. Cal. Case
No. 02-24284).  Michael S. Lurey, Esq., at Latham & Watkins LLP,
represents the Debtors.  When the Debtors filed for bankruptcy,
they listed $783,573,000 in total assets and $791,559,000 in total
debts.

The Bankruptcy Court confirmed the Debtors' Amended Consolidated
Plan of Liquidation on Nov. 18, 2004.


D.R. HORTON: Moody's Puts Ba1 Rating on $300MM of 5.25% Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the $300
million of 5.25% senior notes due February 15, 2015 of D.R.
Horton, Inc., proceeds of which will be added to working capital.  
At the same time, Moody's affirmed all of the Company's existing
ratings, including the senior implied rating, issuer rating, and
the ratings on the Company's senior notes at Ba1 and on its senior
subordinated debt at Ba2.  The ratings outlook is positive.

The positive ratings outlook reflects the Company's steady and
successful execution of its strategy of buying less land,
foregoing an active acquisition policy, using any excess cash flow
for debt repayment and share purchases, and allowing the rate of
equity retention to exceed the expansion in debt capital.  As a
result, debt leverage has improved from the highest in its peer
group to one that compares favorably with those within its peer
group.  Moody's expects this trend to continue.

The ratings acknowledge the Company's strong operating
performance, success at integrating prior acquisitions, large
equity base, geographic diversity, leading share position in many
of the markets it serves, tight cost controls, and healthy
returns.

At the same time, the ratings continue to incorporate D.R.
Horton's somewhat higher than average business risk profile given
its past healthy appetite for acquisitions, which its current
strategy does not totally disavow.  In addition, capacity under
its large bank credit facility ($1.21 billion) gives the company
ample dry powder to releverage the balance sheet on short notice.
The ratings also consider that the Company has a sizable
proportion of its earnings coming from California and that it
engages in speculative home building to a larger extent than many
of its peers.

As illustrated in the Homebuilding Rating Methodology dated
December 2004, D.R. Horton outperformed its Ba rating category in
most of the measurements and was a positive outlier (i.e.,
outperformed by two complete ratings bands) in the relative market
share and return on assets metrics.

However, its percentage of spec building stood out as among the
more aggressive in its peer group.  If a sudden and sharp downturn
were to occur, D.R. Horton could be left with excess unsold
inventory.  Overall, however, Horton's performance suggests a
higher rating on a purely quantitative basis.

However, the ratings consider that D.R. Horton, while pursuing a
new strategy, has not renounced making additional acquisitions,
and that its large, essentially untapped bank credit facility
gives it substantial borrowing capacity to move quickly on a
potentially large acquisition opportunity.  

Given its history as a very aggressive consolidator within the
homebuilding industry and the industry's continuing trend towards
consolidation, there may be opportunities that challenge D.R.
Horton's recently-adopted capital structure discipline.  The test
for Horton will be to convince the market and Moody's that its
commitment to maintaining an investment grade balance sheet is
resolute and enduring.

Going forward, the ratings will depend on D.R. Horton's clear
articulation of its commitment to maintaining a capital structure
discipline consistent with an investment grade rating.  Moody's
would view positively the company's continuing reduction in its
debt leverage.  Any action or transaction that had a significantly
adverse effect on debt leverage would be viewed negatively.

Headquartered in Ft. Worth, Texas, D.R. Horton, Inc., is engaged
in the construction and sale of homes designed principally for the
entry-level and first time move-up markets.  The Company currently
builds and sells homes in 21 states and 63 markets, with a
geographic presence in the Midwest, Mid-Atlantic, Southeast,
Southwest, and Western regions of the United States.  Revenues and
net income for the fiscal year that ended September 30, 2004, were
$10.7 billion and $975 million, respectively.


DECORA INDUSTRIES: Chapter 11 Admin. Claims Due by Mar. 31
----------------------------------------------------------
Decora Industries, Inc. and Decora, Inc. filed voluntary petitions
for relief under Chapter 11 of the United States Bankruptcy Code
in the U.S. Bankruptcy Court for the District Delaware on December
5, 2000.  On October 21, 2002, the Honorable Mary F. Walrath
entered an order converting the Debtors' Chapter 11 cases to cases
under Chapter 7 of the Bankruptcy Code.

All persons or entities holding or asserting a Chapter 11
administrative claim against the Debtors or their Estates that
arose, accrued or became due and payable between December 5, 2000,
and October 21, 2002, must file a request for payment of Chapter
11 administrative claim or final application for allowance of
compensation and reimbursement of expenses, as the case may be, no
later than 4:00 p.m. on March 31, 2005.  

Each Chapter 11 administrative claim must (i) be in writing and
signed by the claimant or his, her or its counsel; (ii) be
denominated in the official currency of the United States of
America; (iii) set forth with specificity the legal and factual
basis in support of the asserted Chapter 11 administrative claim;
(iv) have attached to it any and all supporting documentation upon
which such claimant will rely to support its Chapter 11
administrative claim; (v) comply with the Bankruptcy Rules and
Bankruptcy Code, to the extent not inconsistent with the terms of
this Order; (vi) be delivered to the Clerk's Office for the:

          United States Bankruptcy Court
          for the District of Delaware
          824 Market Street, 5th Floor
          Wilmington, DE 19801

and (vii) be served on Counsel for the Chapter 7 Trustee:

          Adelman Lavine Gold and Levin, P.C.
          919 N. Market Street, Suite 710
          Wilmington, DE 19801
          Attn: Bradford J. Sandier, Esq.

Any Chapter 11 administrative claim that is not timely filed and
served on or before the March 31 Chapter 11 Administrative Claim
Bar Date will be disallowed in its entirety, and the claimant will
be forever barred, estopped, and permanently enjoined from
asserting any Chapter 11 administrative claim against the Debtors,
and will not be entitled to receive any distribution in these
cases on account of their Chapter 11 administrative claim.

Decora Industries, Inc., was a leading manufacturer and marketer
of self-adhesive consumer surface-covering products including the
prominent Con-Tact(R) and d-c-fix(R) brands.  Decora Industries
and its Decora Inc., subsidiary filed for chapter 11 bankruptcy
protection on December 5, 2000 (Bankr. D. Del. Case No.
00-04459), listing $105,710,204 in assets and debts totaling
$120,149,512.  Robert A. Klyman, Esq., Gregory O. Lunt, Esq., and
Jonathan S. Shenson, Esq., at Latham & Watkins, represent Decora.  
The case converted to a chapter 7 liquidation on October 21, 2002.  
Bradford J. Sandier, Esq., at Adelman Lavine Gold and Levin, P.C.,
represents the Chapter 7 Trustee.  


EARL BRICE: Court Gives J. Killips Authority to Liquidate Assets
----------------------------------------------------------------          
The Honorable Timothy J. Mahoney of the U.S. Bankruptcy Court for
the District of Nebraska gave James Killips, the Chapter 11
Trustee for the estate of Earl Brice Equipment, LLC, authority to
sell the Debtor's assets free and clear of liens, claims
and encumbrances.

Judge Mahoney ruled that Mr. Killips can sell the Debtor's assets
without further motion or orders from the Court.  Mr. Killips
must, however, obtain written consent from parties asserting
secured claims against any particular asset being sold.

Mr. Killips filed a motion on January 11, 2005, to sell the
Debtor's assets.  The assets consist mostly of equipment with an
approximate value of $8 million on a piecemeal or group basis.  
The assets are subject to security interests in favor of various
secured lenders.

The secured lenders asserting secured claims on the Debtor's
assets are First National Bank of Omaha, Caterpillar Financial,
FCC Equipment Finance, Citicapital and John Deere Equipment.  Mr.
Killips explains that the Debtor has no equity in the assets
because the Debtor owes the secured lenders in excess of $11.5
million.

Mr. Killips explains that he needs to sell the assets within a few
days of receiving acceptable offers from potential purchasers
because further delay in disposing the assets will make it more
difficult to maximize their value.  

Mr. Killips assures Judge Mahoney that he will obtain the consent
of the secured lenders before making any final decision on the
sale of the Debtor's assets.

Headquartered in Omaha, Nebraska, Earl Brice Equipment, LLC, filed
for chapter 11 protection on December 21, 2004 (Bankr. D. Nebr.
Case No. 04-84283).  Jenna B. Taub, Esq., at Robert F. Craig,
P.C., represents the Debtor's restructuring efforts.  When the
Debtor filed for protection from its creditors, it reported
estimated assets and debts of $10 million to $50 million.


ECU SILVER: Will Get $750,000 from Private Equity Placement
-----------------------------------------------------------
ECU Silver Mining, Inc., (TSX VENTURE:ECU) reported the closing of
a private placement resulting in proceeds of $750,000 being
received in two installments by ECU Silver.

Pursuant to this private placement, ECU Silver issued an aggregate
of 2,727,272 units at a price of $0.275 per unit.  Each unit is
comprised of one common share of ECU Silver and one common share
purchase warrant entitling the subscriber to acquire one common
share at a price of $0.365 at any time before December 22, 2006,
for the subscribers of the first closing held on December 22, 2004
and before January 4, 2007, for the subscribers of the second
closing held on January 4, 2005.

Furthermore, the units are subject to a four-month hold period
during which no transactions are permitted.  Such hold period will
end on April 22, 2005, for the units issued on December 22, 2004
and on June 4, 2005, for the units issued on January 4, 2005.

In accordance with the TSX Venture Exchange Policy 5.1, a finder's
fee was paid to one finder by way of issuance of an aggregate of
193,636 common shares of ECU Silver.

The net proceeds of the offering will be used by ECU Silver to
purchase additional mining equipment, which will be used to
increase production as well as to purchase two trucks which will
be used to reduce ECU Silver's shipping cost to Penoles.

ECU Silver is engaged in gold and silver development and
exploration in Mexico.  The Company also has interests in mining
properties in Canada and has not yet determined whether those
properties contain economically recoverable ore reserves.  The
recoverability of amounts for mining properties and related
deferred exploration expenses, and the capacity to meet all its
commitments depend on the discovery of economically recoverable
reserves, the ability of the company to obtain necessary financing
to complete the development, and the future profitable production
or proceeds from the their disposition.

As of September 30, 2004, the Company's equity deficit narrowed to
$4,647,942 compared to a $10,839,731 equity deficit at
December 31, 2003.

    
EL PASO: Moody's Puts Ba3 Rating on $560K Junior Subordinate Bonds
------------------------------------------------------------------
Moody's Investors Service has affirmed its:

    -- A3 ratings on the $4,055,000 County of El Paso Housing
       Finance Corporation Multifamily Housing Revenue Bonds
       (La Plaza Apartments), Series 2000A and Taxable 2000B
       Bonds;

    -- Baa3 rating on the $545,000 Subordinate Series 2000C Bonds;
       and

    -- Ba3 rating on the $560,000 Junior Subordinate Series D
       Bonds.  

Moody's says its rating outlook on the bonds is stable.

The underlying rating affirmation reflects the solid financial
strength of the property, as evidenced by a current debt service
coverage ratio of 1.54x on the senior bonds, 1.32x on the
subordinate bonds and 1.15x on the junior subordinate bonds as of
the December 30, 2004 unaudited financial statements.  Management
reports that recent physical occupancy was 98%, demonstrating the
property's strong competitive position.

The Bonds are secured by rental revenue generated from the La
Plaza Apartments complex located within the eastern El Paso
submarket, the largest of the city's six representative districts.
La Plaza Apartments, built in 1969, is a 129-unit affordable
rental complex currently serving a predominantly elderly and low
to moderate-income tenant base.

Moody's expects the project will remain competitive given its
proximity to major transportation arteries and employment sectors,
competitive rent levels and the absence of new multifamily
construction.  The dominant land use in this mature submarket is
single and multifamily residential development with good
commercial and retail presence.  

The eastside El Paso rental market is a well-integrated, mixed-
income community with Fort Bliss and the El Paso International
Airport serving as the dominant economic and employment
influences.  Service levels, including the presence of retail,
commercial, and medical facilities are good.

Outlook:

The current outlook is stable for the Senior, Subordinate and
Junior Subordinate Bonds.  This reflects Moody's expectation that
the bonds will continue to provide sufficient pledged revenue to
bondholders, given the properties demonstrated ability to maintain
strong debt service coverage and low vacancy rates.


EMPIRE FINANCIAL: Subsidiary Required to Increase Net Capital
-------------------------------------------------------------
Empire Financial Holding Company's (Amex: EFH) wholly owned
subsidiary, Empire Financial Group, Inc., increased its net
capital in order to comply with regulatory requirements.  The
National Association of Securities Dealers, Inc., conducted a
field examination on February 2 and 3, 2005, of Empire Financial
Group.  As a result of this examination, the Company concluded on
Feb. 4, 2005, that due to the rapid growth in Empire Financial
Group's market making business and order execution activities that
Empire Financial Group needed to obtain additional net capital in
order to comply with applicable regulations.  On Feb. 7, 2005, the
Company caused Empire Financial Group to voluntarily cease its
business activities and has been fully cooperating with the NASD
with respect to these matters.

The Company has now obtained the required capital from various
institutional investors and vendors, as well as from certain of
its key employees and stockholders.  The proceeds from these
sources resulted in Empire Finance Group increasing its net
capital to the required levels. The Company expects that Empire
Financial Group will resume full services for its clients and
customers shortly.

President Donald A. Wojnowski Jr. stated, "We regret any
inconvenience that that this situation may have caused our
customers and investors and appreciate their patience.  We believe
that we have taken the required steps to bring Empire Financial
Group back into compliance with the applicable net capital
requirements."

                        About the Company

Empire Financial Holding Company, through its wholly owned
subsidiary, Empire Financial Group, Inc., provides full-service
retail brokerage services through its network of independently
owned and operated offices and discount retail securities
brokerage via both the telephone and the Internet. Through its
market-making and trading division, the Company offers securities
order execution services for unaffiliated broker dealers and makes
markets in domestic and international securities.  Empire
Financial also provides turn-key fee based investment advisory and
registered investment advisor custodial services through its
wholly owned subsidiary, Empire Investment Advisors, Inc.

Empire Financial's Sept. 30, 2004, balance sheet shows a
$1,809,701 stockholders' deficit, compared to an $801,183 deficit
at Dec. 31, 2003.


EVANS, INC.: Liquidating Trustee Can't Locate Certain Creditors
---------------------------------------------------------------
Constantine Lianoglou, who serves as the Trustee for the Evans
Liquidating Trust formed under the chapter 11 plan confirmed on
May 8, 2000, for Evans, Inc., Evans-Rosendorf of Maryland Inc.,
and Koslow's, Inc., made an interim distribution to creditors.  
Some creditors' checks, the Trustee says, were returned as
undeliverable.  

As reported in the Troubled Company Reporter on Sept. 29, 1999,
three creditors of Evans Inc., a Chicago-based fur retailer, and
its affiliates, filed an involuntary chapter 7 petition (Bankr.
S.D.N.Y. Case No. 99-45623) against the company.  On Oct. 12,
1999, the company consented to entry of an order for relief and
filed a voluntary chapter 11 petition.  The company disclosed
$39.8 million in assets and liabilities totaling $30.1 million at
that time.  

In late-1999, Evans agreed to sell its assets to Birger
Christensen for about $14.2 million.  The following year, the
company proposed a liquidating chapter 11 plan, Judge Gallet
approved a disclosure statement explaining the plan, creditors
voted to accept the deal, and Judge Gallet entered a confirmation
order.  Ms. Lianoglou was appointed to oversee the liquidation of
the company's assets and distributions to creditors through a
post-confirmation trust.  

In addition to a number of holders of smaller claims, the Trustee
is having difficulty locating these large creditors:

                                          Unclaimed
     Creditor                       Initial Distribution
     --------                       --------------------
     Fred Rogal                            $1,144.88
     Kaitery Furs                           2,254.11
     Ben Marc International                 4,258.20
     Nationsbanc Mortgage Corp.             4,850.00
     Rendezvous NY                          1,570.30

The Trustee advises that distributions that aren't claimed by
April will be forfeited.

Evans owned and operated six stores in Chicago and had 49 leased
fur operations in major department
stores across the country, including Bloomingdale's and Rich's.

Son K. Le, Esq., at Platzer Swergold Karlin Levine Goldberg &
Jaslow, LLP, in Manhattan, represents the Trustee.


EXCO RESOURCES: Sells Canadian Subsidiary to NAL Oil for $443.4M
----------------------------------------------------------------
EXCO Resources, Inc., (EXCO) reported the completion of the sale
of Addison Energy, Inc., EXCO's Calgary-based operating
subsidiary, to NAL Oil and Gas Trust for an aggregate pre-tax cash
purchase price of Cdn $553.3 million (U.S. $443.4 million as of
February 9, 2005), subject to adjustment for repayment of
outstanding indebtedness and other adjustments.  The consideration
paid at closing is subject to certain post-closing adjustments.

According to Douglas H. Miller, EXCO's Chairman and Chief
Executive Officer, "The completion of the sale of Addison is a
win-win situation for EXCO and NAL.  We can now focus our
resources and capital on our core U.S. properties as well as
future acquisition and development opportunities and NAL is taking
over the reigns of a thriving organization.  We appreciate
everyone's efforts, especially those of Addison's management team
and employees, in making the completion of this sale such a
success."
    
EXCO Resources, Inc., is a privately held oil and gas acquisition,
exploitation, development and production company headquartered in
Dallas, Texas with principal operations in Texas, Louisiana,
Colorado, Ohio, Pennsylvania, and West Virginia.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services placed Dallas, Texas-based
exploration and production company EXCO Resources Inc.'s 'B+'
corporate credit rating on CreditWatch with negative implications.  
The CreditWatch listing follows EXCO's announcement that its board
approved an agreement to sell the company's Canadian subsidiary
(Addison Energy Inc. (unrated)), which represents about 43% of the
company's current production (as of Sept. 30, 2004) and about 34%
of the company's total proved reserves (as of year-end 2003 pro
forma for the acquisition of North Coast Energy Inc. (unrated)),
to NAL Oil and Gas Trust (unrated) for U.S. $452 million (Cdn $550
million).


GAP INC: Good Operating Performance Prompts S&P to Upgrade Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on San Francisco, California-based
The Gap, Inc., to 'BBB-' from 'BB+'.  The outlook is stable.

"The upgrade reflects The Gap's good operating performance over
the past three years, its strengthened balance sheet, and our
expectation that cash flow protection measures will remain solidly
characteristic of investment-grade levels," said Standard & Poor's
credit analyst Diane Shand.  "Ratings reflect The Gap's strong
business position in casual apparel, as well as its geographic
diversity and strong cash flow.  These factors are offset, in
part, by management's challenge to continue to improve the
business position of its three brands in an industry that is
intensely competitive."

Management's initiatives to improve product quality and
assortment, store execution, and inventory management, as well as
the rationalization of its store base, have resulted in
significantly improved operating performance over the past three
years.  The Gap's operating margin rose to 22.4% in the trailing
12 months ended Oct. 30, 2004, from 21.5% in the prior-year period
and a low of 14.0% in 2000.  Standard & Poor's believes that
operating performance will remain relatively stable over the next
few years, as the company has greater management depth than it had
in the past and has put in place processes and controls that
greatly reduce the likelihood of a deep and protracted decline in
its business.

Standard & Poor's anticipates that The Gap will improve the
productivity of its stores over the next few years through brand
extensions, reallocation of product mix, and further
rationalization of the store base.  However, intense price
competition in the industry, apparel deflation, an increasing mix
of lower-margin sales from Old Navy, and the inherent fashion risk
of the industry will make it difficult for the company to
materially increase its operating margins.  In addition,
profitability is also vulnerable to shifts in same-store sales, as
the company is not growing its store base.  Same-store sales were
flat in 2004, and comparisons will be tough in the first half of
2005.


HIGH VOLTAGE: Bankruptcy Court Approves Use of Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
entered an order allowing High Voltage Engineering Corporation and
its debtor-affiliates to continue a number of their prepetition
customer and benefit programs, including their customer warranty
and training programs and their employee benefit programs.  These
orders will allow the Debtors to continue their operations without
interruption.  

The Debtors also sought and obtained the use of its cash
collateral until the Court can hear the Debtors' request seeking
approval of their proposed debtor in possession financing.  
The Court scheduled a hearing on the Debtors' DIP Finance Motion
for tomorrow, Feb. 15, 2005 at 11:30 a.m. EST.  The Debtors are
seeking approval to borrow up to $5 million on an interim basis
from GE Commercial Finance.  Upon final approval of the financing,
the Debtors expect to be able to borrow up to an additional
$11.2 million.

Headquartered in New Kensington, Pennsylvania, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns  
and operates several affiliated companies specializing in
generators and motors.  The Company's chief subsidiary,
ASIRobicon, manufactures variable frequency drives that reduce
energy use in industrial electric motors, motors, generators,
power conversion products, and electronic controls for heavy-duty
vehicles.  The Company and its debtor-affiliates filed for
chapter 11 protection on February 8, 2005 (Bankr. D. Mass. Case
No. 05-10787).  S. Margie Venus, Esq., at Akin Gump Strauss Hauer
& Feld LLP, represents the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed total assets of $457,970,00 and total debts of
$360,124,000.


HOLYOKE HOSPITAL: Moody's Pares Rating on $13.1MM Series B Bonds
----------------------------------------------------------------
Moody's Investors Service downgraded the bond rating on Holyoke
Hospital's (MA) Series B (1993) Bonds ($13.1 million outstanding)
issued through Massachusetts Health and Educational Facilities
Authority to Ba1 from Baa3 and primarily reflects two years of
operating losses at Holyoke Hospital, below average debt service
coverage and a decline in liquidity to levels that are no longer
commensurate with an investment grade rating.

The rating outlook remains negative and indicates future rating
pressure unless the hospital's performance shows improvement in
the next one to two years.

Legal Analysis: Bonds are secured by a gross revenue pledge of
Holyoke Hospital.  No swaps are outstanding.

Strengths:

   -- Increasing admissions (5.4% growth in FY 2004 over FY 2003)
      as Holyoke Hospital has been successful in recruiting new
      physicians and midwives to the medical staff who have
      brought new services to the hospital.  The hospital will be
      adding diagnostic cardiac catheterization in FY 2005 along
      with new diagnostic equipment that support continued volume
      growth.

   -- Improved revenue growth through more favorable managed care
      contracts that should continue in FY 2005.  Furthermore,
      Holyoke Hospital is expected to receive $2-$2.5 million of
      state-appropriated funds in FY 2005 given its growing
      charity care volumes along with additional reimbursement
      from the uncompensated care pool of $1.5 million.

Challenges:

   -- Below average liquidity as unrestricted cash at Valley
      Health Systems, Inc., of which Holyoke represents 85%
      system net patient revenues, declined to $12.2 million or 43
      days cash on hand in FY 2004 from $15.2 million or 56 days
      cash on hand at FY end 2003 (Moody's excludes approximately
      $2.1 million and $3.2 million of restricted funds,
      respectively).  Cash-to-debt has weakened to 46% due to the
      liquidity decline and a $4.6 million borrowing in FY 2004
      through a lease program with Massachusetts Health.

   -- Growing operating losses at Holyoke ($2.2 million in FY 2004
      from $1.8 million in FY 2003) as bad debt and salary
      expenses show continued increases.  FY 2005 budget shows an
      operating gain of $500,000, however, Holyoke Hospital's
      inability to achieve past budget targets casts doubt on
      reaching budget.

      The hospital is the financial anchor of Valley Health
      Systems; the system's loss was slightly greater than the
      hospitals with a $2.6 million operating loss in FY 2004
      (excludes investment income of $207,000).  System operating
      cash flow is very weak, $2.5 million, which translated into
      a very weak 2.4% operating cash flow margin in FY 2004.

   -- System debt coverage measures are weak with 1.02 times
      annual debt service coverage which includes the lease
      borrowing and 1.21 times maximum annual debt service
      coverage which only reflects the Series B bonds.  

      Debt to cash flow is very weak, 11.2 times, and
      substantially weaker than 7.87 times in FY 2003.  No future
      borrowings are  anticipated as the hospital has recently
      completed a large construction project, a portion of which
      was funded with $4 million of fund-raising.

   -- Strong competition from two larger providers located 15
      minutes away in Springfield: 588-licensed bed Baystate
      Medical Center and 375-licensed bed Mercy Hospital.  Holyoke
      Hospital reports an estimated 30% market share in its
      primary service area which is behind Baystate's 35% market
      share and but ahead of Mercy's 14% market share.

Key Facts And Ratios (based on Audited Financial Statements for
                      Valley Health Systems, Inc. ending September
                      30, 2004)

   -- Admissions: 7,325

   -- Total Operating Revenues: $105.1 million

   -- Net Revenues Available for Debt Service: $3.4 million
      (investment income normalized at 6%)

   -- Maximum Annual Debt Service Coverage: 1.21 times (investment
      income normalized at 6%)

   -- Total Debt Outstanding: $26.4 million

   -- Debt-to-Cashflow: 11.26 times (investment income normalized
                                     at 6%)

   -- Days cash on hand: 43.2 (excludes $2.1 million of restricted
                               funds)

   -- Operating Cash Flow Margin: 2.4%

Outlook:

The rating outlook on Holyoke Hospital's Ba1 rating is negative
and reflects our belief that unless operating performance shows
improvement and liquidity stabilizes, the rating could face
pressure in the near-term.


HOLLYWOOD ENT: Shareholders Have Until Feb. 16 to Vote on Merger
----------------------------------------------------------------
Feb. 16, 2005, is the record date for determining which Hollywood
Entertainment Corporation (Nasdaq: HLYW) shareholders are entitled
to receive notice of, and vote at, a special meeting to be held
relating to its previously announced merger agreement with Movie
Gallery, Inc. (Nasdaq: MOVI).  A date for the special meeting has
not yet been set.

                     Additional Information

The proxy statement that Hollywood plans to file with the SEC and
mail to its shareholders will contain information about Hollywood,
Movie Gallery, the proposed merger and related matters.  
Shareholders are urged to read the proxy statement carefully when
it is available, as it will contain important information that
shareholders should consider before making a decision about the
merger.  In addition to receiving the proxy statement and a white
proxy card from Hollywood by mail, shareholders will also be able
to obtain the proxy statement, as well as other filings containing
information about Hollywood, without charge, from the SEC's
website -- http://www.sec.gov/-- or, without charge, from  
Hollywood.  The proxy statement will also be available from
MacKenzie Partners, Inc., by calling (800) 322-2885 toll-free or
by email request to: proxy@mackenziepartners.com  This
announcement is neither a solicitation of proxy, an offer to
purchase nor a solicitation of an offer to sell shares of
Hollywood.

Hollywood and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from Hollywood's
shareholders with respect to the proposed merger.  Information
regarding any interests that Hollywood's executive officers and
directors may have in the transaction with Movie Gallery will be
set forth in the proxy statement.

                        About Movie Gallery

Movie Gallery, Inc. is the third-largest company in the specialty
video retail industry based on revenues and the second-largest in
the industry based on stores.  As of December 31, 2004, Movie
Gallery owned and operated 2,482 stores located primarily in the
rural and secondary markets throughout North America.  Since the
company's initial public offering in August 1994, Movie Gallery
has grown from 97 stores to its present size through acquisitions
and new store openings.

                   About Hollywood Entertainment

Hollywood Entertainment Corporation is a rental retailer of
digital video discs (DVDs), videocassettes and video games in the
United States. During the year ended December 31, 2003, the
Company operated 1,920 Hollywood Video stores in 47 states and the
District of Columbia.  Hollywood Entertainment also operates 595
Game Crazy stores, which are game specialty stores where game
enthusiasts can buy, sell and trade new and used video game
hardware, software and accessories.  Hollywood Video stores
represented approximately 89%, and its Game Crazy stores
represented approximately 11% of the Company's total revenue in
2003.

As reported in the Troubled Company Reported on Aug. 10, 2004,
Standard & Poor's Ratings Services' ratings for Hollywood
Entertainment Corporation, including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications.  The
ratings were initially placed on CreditWatch March 29, 2004, when
Hollywood had announced it entered into a definitive merger
agreement to be acquired by an affiliate of Leonard Green &
Partners L.P.  Wilsonville, Oregon-based Hollywood Entertainment
operates more than 1,900 Hollywood Video stores in 47 states and
approximately 600 Game Crazy video game specialty stores.


IMMUNE RESPONSE: Appoints Robert Knowling as Chairman of the Board
------------------------------------------------------------------
Robert E. Knowling, Jr., has joined Immune Response Corporation's
(Nasdaq:IMNR) Board of Directors as Chairman.  Mr. Knowling may be
best known for his career in telecommunications, including
positions with Indiana Bell, Ameritech, US West and Covad.  He is
a nationally known leader in corporate management and currently
serves on the Board of Directors of the Hewlett-Packard Company
and Heidrick & Struggles International, Inc., among others.

"We welcome Bob to lead our Board and are excited about this new
era for The Immune Response Corporation.  Bob is a nationally
recognized expert in strategic planning, capital development and
management, and this expertise will be invaluable to us," said
John N. Bonfiglio, Ph.D., President and Chief Executive Officer of
The Immune Response Corporation.  "Bob's experience, business
acumen and vision will be especially important as we move toward
late-stage development and commercialization of our lead products
for HIV and MS. Working closely together we will move this Company
forward."

"I am looking forward to working with the impressive management
and scientific teams at The Immune Response Corporation.  This
company has come a long way in the last few years, and I believe
its focus on immune-based therapies for treating HIV and MS can
have a real impact on human health.  I am honored to be able to
play a part in the development of these immune-based therapies and
help bring them to the patients who so desperately need them,"
said Mr. Knowling.

James B. Glavin, who has served as Chairman of the Company's Board
of Directors since May 1993, will leave the board later this year.

As a lead architect of the Ameritech's re-engineering
transformation, Mr. Knowling reported directly to the chairman;
and was named vice president of Network Operations in 1994.  He
then joined US WEST in March 1996 as vice president of Network
Operations and in 1997 became EVP of Operations & Technology.  In
July 1998, he joined Covad Communications, a provider of Digital
Subscriber Line (DSL) services to homes and small business
customers, as chairman, president and chief executive officer.  
While at Covad, Mr. Knowling was responsible for day-to-day
operations, building strategic relationships and all aspects of
the company's national roll-out as the network was built to
deliver DSL across the United States.  He was instrumental in
taking the company public in January 1999 and helped quickly scale
the company to be able to deliver DSL nationwide as Covad became
the leading national DSL provider.  After Mr. Knowling left Covad
in 2001, market forces compelled the company to reorganize in
Federal bankruptcy proceedings.

In January 2003, Mr. Knowling joined the New York City Department
of Education as Chief Executive Officer of their Leadership
Academy, which is chartered with developing the next generation of
principals in the New York City Public School System; currently
undergoing a major transformation.  The Leadership Academy is
funded by the Partnership for NYC, the Wallace Foundation, The
Broad Foundation, and the NYC business community.

Mr. Knowling serves on the board of directors for Hewlett-Packard
Company; Ariba, Inc.; and Heidrick & Struggles International, Inc.  
He is also a member of the advisory boards for Ontologent, Inc.;
Northwestern University's Kellogg Graduate School of Management;
and the University of Michigan Graduate School of Business.

Mr. Knowling earned a Bachelor of Arts degree from Wabash College
and a Master of Business Administration degree from Northwestern
University's Kellogg Graduate School of Business.

                        About the Company

The Immune Response Corporation (Nasdaq:IMNR) is a
biopharmaceutical company dedicated to becoming a leading immune-
based therapy company in HIV and multiple sclerosis (MS). The
Company's HIV products are based on its patented whole-killed
virus technology, co-invented by Company founder Dr. Jonas Salk,
to stimulate HIV immune responses. REMUNE(R), currently in Phase
II clinical trials, is being developed as a first-line treatment
for people with early-stage HIV. We have initiated development of
a new immune-based therapy, IR103, which incorporates a second-
generation immunostimulatory oligonucleotide adjuvant and is
currently in Phase I/II clinical trials in Canada and the United
Kingdom.

The Immune Response Corporation is also developing an immune-based
therapy for MS, NeuroVax(TM), which is currently in Phase II and
has shown potential therapeutic value for this difficult-to-treat
disease.

                          *     *     *

                       Going Concern Doubt

The Immune Response Corporation's former independent certified
public accountants, BDO Seidman, LLP, indicated in their report on
the 2003 consolidated financial statements that there is
substantial doubt about the Company's ability to continue as a
going concern.

The Company has incurred net losses since inception and has an
accumulated deficit of $323,494,000 as of September 30, 2004.  The
Company says it will not generate meaningful revenues in the
foreseeable future.  These factors, among others, raised
substantial doubt about the Company's ability to continue as a
going concern.


INTERACTIVE BRAND: Withdraws Appeal of AMEX Delisting Notice
------------------------------------------------------------
Interactive Brand Development, Inc. (AMEX:IBD) has submitted to
the AMEX Listing Qualifications Hearings Department a notice
requesting withdrawal of its appeal of the AMEX staff's decision
to commence delisting procedures.  As a result of the Company's
withdrawal notice, the AMEX will initiate the process of delisting
the Company's common stock from AMEX.  The Company anticipates
that trading in the Company's common stock on the AMEX will
continue through Friday, Feb. 18, 2005.  

Current trading information about the Company's common stock can
also be obtained from the Pink Sheets --
http://www.pinksheets.com/

Also, the Company is in the process of identifying market makers
to apply for quotation of the Company's common stock on the OTC
Bulletin Board, although no assurances can be made that the
Company's common stock will be eligible for quotation.  The basis
for AMEX proceeding with delisting the Company's common stock is
set forth in the Company's press release dated Jan. 14, 2005 and
its Current Report on Form 8-K, filed on Jan. 14, 2005.

                        About the Company

Interactive Brand Development, Inc. is a media and marketing
holding company that owns Internet Billing Company (iBill), a
leading online payments company, and owns a significant interest
in Penthouse Media Group (PMG), publisher of Penthouse Magazine, a
brand-driven global entertainment business founded in 1965 by
Robert C. Guccione.  PMG's flagship PENTHOUSE(TM) brand is one of
the most recognized consumer brands in the world and is widely
identified with premium entertainment for adult audiences.  PMG is
operated by affiliates of Marc Bell Capital Partners, LLC. IBD
also has investments in online auctions and classic animation  
libraries.
                          *     *     *

                      Auditors Express Doubt  

On Jan. 15, 2003, Care Concepts dismissed Angell & Deering as  
its principal accountants and auditors.  A&D's report on the  
Company's financial statements expressed substantial doubt about  
the Company's ability to continue as a going concern.  On  
Jan. 15, 2003, William J. Hadaway was hired to review the  
Company's 2002 financial statements.  On Oct. 30, 2003, Care  
Concepts dismissed WJH.  WJH shared A&D's doubts.  Effective  
Oct. 30, 2003, the Company engaged the accounting firm of  
Jewett, Schwartz & Associates as its new independent accountants  
to audit the financial statements for the fiscal year ending  
Dec. 31, 2003.

At Sept. 30, 2004, the Company's balance sheet shows $595,034  
in current assets and $631,678 in current liabilities.   
The company balance sheet shows that it's solvent, with $6.4
million in shareholder equity.  The company's posted recurring
losses and reports negative cash flows from operations.  


INTERSTATE BAKERIES: Wants Court Nod to Implement KERP
------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates' ability
to achieve their restructuring objections in their Chapter 11
cases depends largely on the active participation and dedication
of 494 mission-critical management employees who have the
knowledge, experience and skills necessary to manage the Debtors'
businesses.  J. Eric Ivester, Esq., at Skadden Arps Slate Meagher
& Flom, LLP, in Chicago, Illinois, tells the Court that the Key
Employees assist the Debtors in further developing and
implementing the Debtors' restructuring initiatives while
continuing to ensure that the Debtors' bakeries and other
facilities operate effectively to produce quality products that
meet their customers' supply requirements.

Accordingly, the Debtors seek the Court's authority to implement
a Key Employee Retention Plan.

Mr. Ivester explains that the KERP is important because:

    (1) the viability of the Debtors' restructuring efforts would
        be substantially diminished if the Debtors lose the
        services of their Key Employees;

    (2) Key Employees determine the Debtors' operating
        profitability;

    (3) the Debtors need their Key Employees to maintain the
        managerial consistency necessary for the Debtors' highly
        complex baking, sales and delivery operation, and achieve
        their quality and profitability objectives; and

    (4) the KERP will serve to reduce Key Employee turnover, which
        would otherwise cause significant cost to the Debtors.

The KERP covers 494 of the Debtors' 5,700 non-union employees.
The Key Employees are divided into seven tiers according to,
among other things, the relative seniority of their positions:

    Tier                     Tier Participants
    ----       ------------------------------------------------
    1st        up to 5 executive vice presidents and senior vice
               presidents, and 1 vice president

    2nd        up to 26 executive vice presidents, senior
               vice presidents and directors and key employees

    3rd        up to 13 vice presidents, directors and managers

    4th        up to 88 vice presidents, directors and managers

    5th        up to 21 vice presidents, directors and managers

    6th        up to 48 plant managers

    7th        up to 292 other managers

                         Retention Bonuses

The KERP, Mr. Ivester says, provides for Retention Bonuses to
reward Senior Participants who remain employed by the Debtors
throughout their Chapter 11 cases.  The Retention Bonuses equal
to:

    -- 20% of base salary for Tier 6 Participants
    -- 25% of base salary for Tier 5 Participants
    -- 35% of base salary for Tier 4 Participants
    -- 40% of base salary for Tier 3 Participants
    -- 50% of base salary for Tier 2 Participants
    -- 60% of base salary for Tier 1 Participants

The Debtors estimate that the maximum possible cost of the
Retention Bonuses would be $7,700,000.

                 Restructuring Performance Bonuses

In lieu of the Debtors' 2005 annual incentive bonus plan, which
has been terminated, the KERP also contains a performance
component.  The Restructuring Performance Bonus is designed to
encourage all Participants to increase the Debtors' enterprise
value, and thus increase value and returns for all stakeholders,
during the Debtors' cases.

If Interstate Bakeries achieves the Target EBITDAR for fiscal
2005, Key Employees would be eligible to receive a Restructuring
Performance Bonus that is equal to:

     5.0% of base salary for Tier 7 Participants
    10.0% of base salary for Tier 6 Participants
    12.5% of base salary for Tier 5 Participants
    17.5% of base salary for Tier 4 Participants
    20.0% of base salary for Tier 3 Participants
    25.0% of base salary for Tier 2 Participants
    30.0% of base salary for Tier 1 Participants

The aggregate amount of Baseline Restructuring Performance
Bonuses is $5,000,000.

                             Termination

Any Key Employee who is terminated for cause or voluntarily
leaves the Debtors' employment without good reason will
automatically will forfeit his or her right to payment of any
amount under the KERP.  Any amounts that would have otherwise
been payable to a Key Employee under the KERP, will be returned
to the Debtors' estates and available for distribution to the
Debtors' secured and unsecured creditors.

                           Priority Status

Any unpaid Retention Bonuses or Restructuring Performance Bonuses
would be accorded administrative expense status and priority
under Sections 503(b)(1)(A) and 507(a)(1) of the Bankruptcy Code.

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

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


JAZZ PHOTO: Imation Agrees to Settle Litigation for $21 Million
---------------------------------------------------------------
Imation Corp (NYSE: IMN) disclosed that its final fiscal 2004
results will include an additional net after tax expense in
discontinued operations of $13 million.  This expense is
associated with the proposed settlement of all claims in
connection with the Company's sale of allegedly defective photo
film to Jazz Photo Corp.  The Company previously issued its fourth
quarter 2004 earnings press release on Jan. 25, 2005, without
including this expense because the settlement was not contemplated
at that time.  The litigation surrounding this issue began in 1999
and involved a business that Imation subsequently sold.  Trial
commenced on Jan. 10, 2005, and matters that gave rise to the
settlement opportunity arose just in the last two weeks.  Jazz
Photo is currently under Chapter 11 protection in the U.S.
Bankruptcy Court for the District of New Jersey.  The Jazz Photo
creditors' committee has been authorized to seek approval of the
proposed settlement, which is now pending approval in the
bankruptcy court.

"We are pleased that we may now be able to put this matter behind
us.  While we always disputed the legitimacy of the claims against
Imation, and are willing to defend ourselves at trial, the
opportunity to end this dispute would remove a significant
distraction to the company and eliminate ongoing litigation
expense," said Bruce A. Henderson, Imation chairman and CEO.

If the bankruptcy court approves the settlement, Imation will
recognize a $13 million charge, net of taxes, in discontinued
operations in the fourth quarter of 2004.  While the company
previously reported fourth quarter and full-year 2004 results, it
has not yet filed its Report on Form 10K.  Accounting rules
require that a subsequent event such as this be reported in the
upcoming filing and recognized in the period being reported on.

As a result, for the quarter ended Dec. 31, 2004, the Company will
report a net loss including discontinued operations of
$7.9 million, equal to a loss of $0.23 per fully diluted share.  
For the full year 2004, the Company will report net income
including discontinued operations of $29.9 million or $0.84
earnings per fully diluted share.  Income from continuing
operations and per-share earnings on continuing operations will
remain unchanged from the Company's previously issued earnings
release.  Approximately $21 million in cash will be paid in 2005
related to this settlement with an offsetting cash benefit of
approximately $8 million to be realized as the Company recognizes
the tax deductibility of this settlement during 2005.  Ongoing
litigation expense associated with this issue has been recorded in
discontinued operations in previous periods.

                       About Imation Corp

Imation Corp is a leading developer, manufacturer and supplier of
magnetic and optical removable data storage media.  Additional
information about Imation is available on the company's website at
http://www.imation.com/or by calling 1-888-466-3456.

                        About Jazz Photo

Jazz Photo Corp., is engaged in the design, development,
importation and wholesale distribution of cameras and other
photographic products in North America, Europe and Asia.  The
Company filed for chapter 11 protection on May 20, 2003 (Bankr.
N.J. Case No. 03-26565).  Michael D. Sirota, Esq., and Warren A.
Usatine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it estimated
$50 million in debts and assets.


JORGENSEN CO: S&P Upgrades Rating on Senior Secured Notes to B
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its secured debt rating
on Brea, California-based Jorgensen (Earle M.) Co.'s 9.75% senior
secured notes due 2012 to 'B' from 'B-'.  The corporate credit
rating was affirmed at 'B+'.  The outlook is stable.  Total debt
was $418 million at Dec. 31, 2004.

The upgrade on the 9.75% notes due 2012 reflects their improved
recovery prospects given the meaningful increase in the company's
asset base due mainly to increased working capital levels from
stronger market conditions and Standard & Poor's assumption that
revolver borrowings will be lower than original estimates in light
of favorable steel industry conditions.

"The ratings on Jorgensen reflect its below-average business
position, aggressive financial management, and volatile cash flow
due to working capital swings," said Standard & Poor's credit
analyst Dominick D'Ascoli.

Jorgensen is a relatively large independent distributor of metal
products in North America that provides value-added services on
approximately 65% of its products, including cutting, honing,
polishing, and other services.  Jorgensen benefits from broad
geographic coverage, a diversified customer base, and economies of
scale in purchasing and marketing operations compared with most
other industry participants.


JOY GLOBAL: Improved Credit Profile Prompts S&P to Lift Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Joy Global, Inc., to 'BB+' from 'BB', raised all other
ratings on the company, and removed all ratings from CreditWatch,
where they had been placed on Oct. 22, 2004.

The outlook is positive on the Milwaukee, Wisconsin-based company.
Rated debt is approximately $400 million.

"This action reflects the improved credit profile because of the
solid improvement in the company's operating cash flow and capital
structure," said Standard & Poor's credit analyst John Sico.
"Although the progress is the direct result of the upturn in
commodity markets leading to increased demand for the company's
mining equipment, management's financial policies should sustain
credit measures consistent with the higher rating, despite an
inevitable cyclical downturn."

Through its P&H Mining Equipment and Joy Mining Machinery
divisions, Joy Global serves surface and subsurface mining
markets, selling electric mining shovels, draglines, blast hole
drills, and complete longwall and continuous mining systems.

"We expect relatively stable aftermarket demand and near-term end-
market fundamentals to sustain the company's strong cash flow
generation in the near term, despite possible fluctuations in
demand for new equipment," Mr. Sico said.  "Sustained improvement
could lead to a higher rating over the intermediate term if the
company continues to perform well while maintaining financial
discipline commensurate with an investment-grade financial policy.   
Such discipline should include restraint on such shareholder value
initiatives as large increases in dividends or large share
repurchases, because if ratings were to be raised we would expect
a low level of debt given the cyclicality of end markets."


KAISER ALUMINUM: Can Use Up to $200 Million in New DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Kaiser Aluminum's previously announced new financing arrangement.

The new financing arrangement is an agreement with JPMorgan Chase
Bank, National Association, J.P. Morgan Securities Inc., and The
CIT Group/Business Credit Inc., under which Kaiser will be
provided with a new $200 million Debtor-in-Possession credit
facility intended to remain in place until the company's emergence
from Chapter 11.  The new financing arrangement also provides a
commitment to Kaiser for a multi-year exit financing in the form
of a $200 million revolving credit facility and a fully drawn term
loan of up to $50 million upon the company's emergence from
Chapter 11.

The company closed on the new DIP credit facility on Feb. 11.

Kaiser President and Chief Executive Officer Jack A. Hockema said,
"Approval of the new financing arrangement demonstrates Kaiser's
continuing financial stability, and it is another important step
as we prepare to file our formal Plan of Reorganization and
Disclosure Statement within the next few months."

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, represents the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.


KALYPSO'S LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kalypso's, L.L.C.
        104 Tuscany Drive
        Destin, Florida 32541

Bankruptcy Case No.: 05-30264

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: February 10, 2005

Court: Northern District of Florida (Pensacola)

Debtor's Counsel: Hoke Smith, III, Esq.
                  Richard H. Powell & Associates, P.A.
                  P.O. Drawer 2167
                  Fort Walton Beach, FL 32549
                  Tel: 850-243-7184
                  Fax: 850-244-2148

Estimated Assets: $1 Million to $10 Million

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Inacomp                       Computer services          $99,817
445 Grace Avenue
Panama City, FL 32401

Associated Industries         Insurance premium           $7,791
P.O. Box 310704
Boca Raton, FL 33431

Viking Services               Services                    $7,464
P.O. Box 59207
Minneapolis, MN 55459

Gulf Power                    Unpaid utilities            $4,156

Okaloosa Gas                  Unpaid utilities            $2,028

Sprint Yellow Pages           Advertising                 $1,596

Dave's A/C & Refrigeration    Services                    $1,500

Quantum of Fort Walton, LLC   Advertising                 $1,177

Island Oasis                  Trade debt                  $1,120

Sprint                        Unpaid utilities            $1,075

Auto-Chlor                    Dishwasher lease              $792

Amison Seafood, Inc.          Trade debt                    $749

Coca Cola                     Trade debt                    $660

Daily News                    Advertising                   $543

SOS Printing                  Printing services             $477

Birmingham Hide & Tallow Co.  Services                      $450

First Insurance Funding       Insurance premiums            $284
Group

NBS                           Trade debt                    $276

Thrifty Nickel                Advertising                   $193

Taylor Linen Services         Trade debt                    $174


KMART CORP: Eddie Lampert Discloses 53.7% Equity Stake
------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated January 31, 2005, Edward S. Lampert discloses
that he is now deemed to beneficially own 54,778,724 shares of
Kmart Common Stock:

                                     No. of Shares   Percentage
                                     Beneficially    Outstanding
    Reporting Person                 Owned           of Shares
    ----------------                 -------------   -----------
    Edward S. Lampert                   54,778,724      53.7%
    ESL Investments, Inc.               54,778,724      53.7%
    CRK Partners, L.L.C.                40,546,046      39.8%
    CRK Partners II, L.P.               40,546,022      39.8%
    RBS Partners, L.P.                  13,946,572      13.7%
    ESL Partners, L.P.                   9,398,587       9.2%
    ESL Investors L.L.C.                 4,547,985       4.5%
    RBS Investment Management, L.L.C.      286,106       0.3%
    ESL Institutional Partners L.P.        286,106       0.3%

On January 31, 2005, certain of the Reporting Persons converted
the unpaid principal amount of the Convertible Notes plus accrued
and unpaid interest into 6,269,998 shares of Kmart Common Stock in
the aggregate.  In particular, pursuant to the conversion, CRK II
received 4,643,292 shares of Kmart Common Stock; Partners received
1,073,062 shares of Kmart Common Stock; Investors will receive
520,860 shares of Kmart Common Stock upon release of those shares
from escrow; and Institutional received 32,784 shares of Kmart
Common Stock.

Mr. Lampert is the sole shareholder, chief executive officer and a
director of ESL.  ESL is the managing member of CRK LLC and RBSIM
and the general partner of RBS.  CRK LLC is the general partner of
CRK II.  RBS is the managing member of Investors and the general
partner of Partners.  RBSIM is the general partner of
Institutional.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the
nation's second largest discount retailer and the third largest
merchandise retailer.  Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart intends to buy Sears, Roebuck & Co., for $11
billion to create the third-largest U.S. retailer, behind Wal-Mart
and Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  Kmart and Sears expect their merger to close next month.  
(Kmart Bankruptcy News, Issue No. 89; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LAIDLAW INT'L: Completes $820-Mil Sale of Healthcare Companies
--------------------------------------------------------------
Laidlaw International, Inc. (NYSE:LI) has completed the sale of
its healthcare companies, American Medical Response and EmCare, to
Emergency Medical Services L.P., an affiliate of Onex Corporation
(TSX: OCX.SV), for $820 million and net cash proceeds of
$775 million.

Proceeds from the transactions were used to retire approximately
$573 million of outstanding borrowings under the company's Term B
senior secured term facility.  Laidlaw International intends to
use a portion of the remaining proceeds to purchase all or some of
the approximately 3.8 million shares of Laidlaw International
common stock held in trust for the benefit of the Greyhound U.S.
Pension Plans.

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

                          *     *     *

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

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


LEGACY HEALTH CARE: Case Summary & 80 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Legacy Health Care LLC
             199 South Union Road
             Williamsville, New York 14221

Bankruptcy Case No.: 05-01112

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Ridge View Manor LLC                       05-01114
      Sheridan Manor LLC                         05-01116
      Williamsville Suburban LLC                 05-01117

Type of Business: The Debtor provides nursing, sub-acute care,
                  rehabilitation, and assisted living care
                  services.  See http://www.zacherhealthcare.com/

Chapter 11 Petition Date: February 8, 2005

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtors' Counsel: Elizabeth A. Green, Esq.
                  R. Scott Shuker, Esq.
                  Gronek & Latham, LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: 407-481-5800
                  Fax: 407-481-5801

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Legacy Health Care LLC   $100,000 to $500,000      $1 M to $10 M
Ridge View Manor LLC            $1 M to $10 M      $1 M to $10 M
Sheridan Manor LLC              $1 M to $10 M      $1 M to $10 M
Williamsville Suburban          $1 M to $10 M      $1 M to $10 M
LLC

A. Legacy Health Care LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Forest Financial              Trade debt                $402,993
9600 Main Street #3
Clarence, NY 14031

Damon & Morey LLP             Legal Services            $368,648
c/o Chris Green
100 Cathedral Place
298 Main Street
Buffalo, NY 14202

Blue Cross/Blue Shield WNY    Medical Insurance         $158,524
P.O. Box 80
Buffalo, NY 14210

Freed Maxick Sachs Murphy     Trade debt                $109,494

Advance 2000                  Trade debt                 $64,480

Salem Solutions LLC           Trade debt                 $53,369

RSM McGladrey Inc.            Trade debt                 $50,615

TBT Enterprises               Trade debt                 $40,274

KLD Ventures/Summit Health    Trade debt                 $27,000

Long Term Care Risk Mgmt.     Trade debt                 $23,502

Jackson Lewis Schnitzler LLP  Legal Services             $23,212

Dental Shop                   Trade debt                 $19,199

Simplex Grinnell              Security                   $18,695

Benefits Plus of NY           Trade debt                 $18,294

ComDoc                        Trade debt                 $15,789

Lawley Insurance Group        Insurance                  $15,578

Allstate Life Insurance       Insurance                  $13,215

Elder Medical Services        Trade debt                 $12,600

Nationwide Insurance          Insurance                  $11,631

Medican Group LLC             Trade debt                 $11,500

B. Ridge View Manor LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Comm. of Admin. & Finance                               $653,045
111 City Hall
Buffalo, NY 14202

2121 Main Street Pharmacy     Trade debt/Lawsuit        $368,439
c/o Philip M. Marshall Esq.   (includes 9
Amigone Sanchez Mattrey       defendants)
1300 Main Place Tower
Buffalo, NY 14202

Long Term Care Risk Mgmt.     Trade debt                $358,177
170 Northpointe Parkway
Amherst, NY 14228

Erie County Tax Department    Real Property taxes       $217,603

Care Center Pharmacy          Trade debt                $192,098

NYS Health Facilities Assoc.  Trade debt                $171,516

Maxim Healthcare Services     Trade debt                $143,028

McKesson Medical-Surgical     Trade debt                $134,519

Access Solutions              Trade debt                $125,100

Nor-Am Patient Care Product   Trade debt                $124,299

Forest Financial Inc.         Worker's Comp.            $118,188
                              Insurance

BlueCross BlueShield of WNY                             $103,284

Murray Roofing Co., Inc.      Trade debt                 $94,879

Main Street Pharmacy          Trade debt                 $93,867

Benefits Plus of NY           Trade debt                 $93,104

Niagara Mohawk                Utilities                  $83,837

Prevent Products, Inc.        Trade debt                 $72,988

Buffalo Pharmacy                                         $70,383

U. S. Food Service            Trade debt                 $55,702

Invacare Continuing Care      Trade debt                 $51,209
Group

C. Sheridan Manor LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Long Term Care Risk Mgmt.     Trade debt                $641,228
c/o Warren-Hoffman
170 Northpointe Parkway
Amherst, NY 14228

Northern Healthcare Capital   Trade debt                $242,067
99 Founders Plaza/3rd Fl.
Box 33078
E. Hatford, CT 06108

Care Center Pharmacy          Trade debt                $152,283
c/o Donald Nash Jr.
P.O. Box 552
Dunkirk, NY 14048

Main Street Pharmacy          Trade debt                $119,007

Maxim Healthcare Services     Trade debt                $114,227

Forest Financial Inc.         Refinancing of             $98,490
                              Worker's Comp
                              Premiums

Benefits Plus of New York     Trade debt                 $97,852

Niagara Mohawk                Utilities/Electric         $90,837

NYS Health Facilities Assoc.  Trade debt                 $89,733

BlueCross BlueShield of WNY   Trade debt                 $76,495

McKeeson Medical-Surgical     Trade debt                 $74,273

Medical Staffing Network      Trade debt                 $63,337

Harter, Secrest, & Emery LLP  Trade debt                 $62,003

KLD Ventures/Summit Health    Trade debt                 $54,345

Catholic Health System Lab    Trade debt                 $35,627

D'Alba & Donovan CPA          Fees                       $32,575

Wilcare                       Trade debt                 $30,046

Direct Labor Training         Trade debt                 $30,000

MDTS                          Trade debt                 $29,896

McKeeson General Medical      Trade debt                 $28,604

D. Williamsville Suburban LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Long Term Care Risk Mgmt.     Trade debt                $442,136
c/o Warren-Hoffman
170 Northpointe Parkway
Amherst, NY 14228

Niagara Mohawk                Utilities                 $434,603
P.O. Box 4798
Syracuse, NY 13221

Northern Healthcare Capital   Sold Accounts             $400,282
99 Founders Plaza/3rd Fl.     Receivable
Box 33078
E. Hatford, CT 06108

2121 Main Street Pharmacy     Trade Debt/Lawsuit        $368,439
c/o Philip M. Marshall Esq.   (includes 9
Amigone Sanchez Mattrey       defendants
1300 Main Place Tower
Buffalo, NY 14202

Care Center Pharmacy          Trade debt                $268,646
c/o Donald Nash Jr.
P.O. Box 552
Dunkirk, NY 14048

Forest Financial Inc.         Refinancing of            $230,262
                              Worker's Comp.
                              Premium

BlueCross/BlueShield of WNY   Trade debt                $213,361

Benefits Plus of New York     Trade debt                $181,536

Medical Staffing Network      Trade debt                $155,663

Maxim Healtchare Services     Trade debt                $154,488

New 165 S. Union Road, Inc.   Trade debt                $151,980

McKesson Medical-Surgical     Trade debt                $150,775

NYS Health Facilities Assoc.  Trade debt                $142,678

MDTS-dba HealthTrac           Trade debt                $110,635

Goodcare Home Health Service  Trade debt                $102,666

U. S. Food Service            Trade debt                 $71,188

McKesson General Medical      Trade debt                 $70,856

NYSEG Solutions, Inc.         Trade debt                 $65,234

Sibley Nursing Personnel      Trade debt                 $63,081
Service

Nursefinders                  Trade debt                 $54,626


MAYTAG CORPORATION: Declares $0.18 Dividend Per Common Share
------------------------------------------------------------
The Maytag Corporation (NYSE: MYG) board of directors declared a
quarterly dividend of 18 cents a share on the firm's common stock.  
The dividend is payable March 15, 2005, to shareowners of record
at the close of business March 1, 2005.

Maytag Corporation is a leading producer of home and commercial
appliances.  Its products are sold to customers throughout North
America and in international markets.  The corporation's principal
brands include Maytag(R), Hoover(R), Jenn-Air(R), Amana(R),
Dixie-Narco(R) and Jade(R).

                         *     *     *

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

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Fitch Ratings downgraded the senior unsecured rating on Maytag
Corp. to 'BB+' from 'BBB-' and the short-term debt rating to 'B'
form 'F3'.  The Rating Outlook is Stable.


MEDCOMSOFT INC: Raises $2.8 Million in Rights Offering
------------------------------------------------------
MedcomSoft, Inc., (TSX - MSF) closed its previously announced
Rights Offering, and that an aggregate of 5,622,877 Units have
been issued under such financing at $0.50 per Unit.  As a result,
the Company raised gross proceeds of approximately $2.8 million.

Each Unit consists of one common share and one quarter common
share purchase warrant.  A full common share purchase warrant
entitles the holder to purchase one common share of MedcomSoft at
an exercise price of $0.65 and is exercisable for a 24-month
period from the date hereof.

                  Update on Private Placement

The Company also announced that it has been informed by Loewen,
Ondaatje, McCutcheon Limited, the exclusive placement agent of its
previously announced brokered private placement, that the private
placement of 6 million Units for gross proceeds of $3 million will
close on February 11, 2005.

As previously disclosed, Dr. Sami Aita, Chairman and Chief
Executive Officer of the Company, had, subject to the provisions
of securities regulations, committed to participate in the Rights
Offering in the amount equal to his full pro rata share, namely
$500,000.  In addition, Dr. Aita had committed to subscribe for an
additional $300,000, subject to the rights of other shareholders
to subscribe for additional Units and certain restrictions under
applicable securities regulations.  Dr. Aita had recently provided
$800,000 of funds to the Company to assist with its working
capital needs.  To the extent that Dr. Aita purchased Units under
the Rights Offering or otherwise, he had agreed that the Company
could apply such funds towards the purchase price of such Units.
In accordance with the provisions of securities regulations, the
maximum number of Units that Dr. Aita was entitled to subscribe
for was $353,644 of Units under the Rights Offering, and
accordingly the Company has agreed to issue 892,712 Units to him
under a private placement in order to utilize the remaining sum of
$446,356 from the funds advanced to the Company by Dr. Aita.  This
private placement will also close on February 11, 2005.

Accordingly, the Company expects to issue 6,892,712 Units tomorrow
for gross proceeds of $3,446,356.

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.

The Company's September 30, 2004, balance sheet shows a $1,372,508
stockholders' deficit, compared to a $1,436,072 stockholders'
deficit at June 30, 2004.


MERRILL LYNCH: S&P Places Low-B Ratings on Classes F & G Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of Merrill Lynch Mortgage Investors Inc.'s mortgage
pass-through certificates from series 1998-C3.  At the same time,
ratings are affirmed on three other classes from the same
transaction.

The raised and affirmed ratings reflect credit enhancement levels
that adequately support the ratings as well as the resolution of
specially serviced loans over the past 12 months.

As of the Jan. 15, 2005, remittance report, the collateral pool
consisted of 111 loans with an aggregate principal balance of
$478.1 million, down from 139 loans totaling $638.4 million at
issuance.  The master servicer, Wachovia Bank N.A., provided
year-end 2003 or more recent net cash flow -- NCF -- debt service
coverage -- DSC -- figures for 92% of the pool.  Based on this
information, Standard & Poor's calculated a current weighted
average DSC, excluding credit-tenant lease and defeased loans, of
1.47x, up slightly from 1.43x at issuance.  The trust has
experienced six losses totaling $18.1 million, and one appraisal
reduction amount -- ARA -- is in effect for $3.4 million.  One
loan ($8.7 million, 2%) is delinquent, while the remaining loans
in the pool are current.

The current top 10 loans have an aggregate outstanding balance of
$192.7 million (40%).  The weighted average DSC for the top 10
loans has increased to 1.52x, up slightly from 1.46x at issuance.   
The increased DSC occurred despite significant performance
declines for five of the top 10 loans, which are discussed.
Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10 loans
and all were characterized as "excellent," "good," or "fair."

According to the special servicer, there are two specially
serviced loans ($18.2 million, 4%) as of the Jan. 15, 2005
remittance date.  A 292-room, full-service hotel in Essington,
Pennsylvania secures the 10th-largest loan ($9.5 million, 2%),
which is with GE Capital Realty Group, Inc.  The loan is current,
but was the subject of litigation surrounding environmental
issues.  However, a settlement was recently reached in the
litigation.  As part of that settlement, the loan was brought
current, a principal and interest reserve for approximately
$900,000 was established, and an approximate $1.3 million property
improvement plan reserve was funded.  An ARA of $3.4 million is
still outstanding against the loan.

A 464-unit multifamily property in Dallas, Texas secures an
$8.7 million (2%) loan that is with GE Capital Realty Group, Inc.
The loan was transferred to the special on Dec. 30, 2004, after
the borrower requested three months forbearance and stopped
remitting payments.  The property is now 60 to 90 days delinquent.

Wachovia reported a watchlist of 37 loans ($204.6 million, 43%).   
The majority of these loans are on the watchlist due to occupancy
issues, lease expirations, or low NCF DSC levels.  The second-,
third-, fourth-, fifth-, sixth-, and eighth-largest loans
($107.1 million, 22%) are on the watchlist due to either low
occupancies or low NCF DSCs.

   -- The second-, fourth-, and sixth-largest loans
      ($61.4 million, 13%) are secured by multifamily properties.  
      The second- and fourth-largest loans are secured by
      properties in Farmington Hills, Michigan and Houston, Texas,
      respectively, and both suffer from low occupancy.  The
      second-largest loan ($32.4 million, 7%) was 74% occupied as
      of Sept. 17, 2004, while the fourth-largest loan
      ($16.6 million, 3%) was 77% occupied as of Dec. 7, 2004.  
      The sixth-largest loan ($12.4 million, 3%) is secured by a
      property in Dallas, Texas.  This loan suffers from low NCF
      DSC of 0.88x (as of Dec. 31, 2003), despite occupancy of 96%
      for the same period, which is due to rent concessions.

   -- The third- and fifth-largest loans ($36.1 million, 8%) are
      secured by retail properties in Lawrence Township, N.J. and
      Conshohocken, Pennsylvania, respectively.  Both loans are on
      Wachovia's watchlist for declines in NCF DSC from issuance
      of 19% and 17%, respectively.

   -- The final top 10 loan on the watchlist, the eighth-largest
      loan ($9.6 million, 2%), is secured by an office property in
      San Francisco, California.  The property had suffered from
      occupancy issues.  However, the borrower subsequently leased
      all 45,444 square feet for a 10-year term beginning on
      Aug. 1, 2004.

The trust collateral is located across 28 states with only:

            * Texas (18%),
            * New York (16%), and
            * California (15%)

accounting for more than 10% of the pool balance.  Property
concentrations greater than 10% of the pool balance are found in:

            * multifamily (40%),
            * retail (23%),
            * office (16%), and
            * industrial (10%) property types.

Standard & Poor's stressed various loans with credit issues as
part of its pool analysis.  The resultant credit enhancement
levels support the revised ratings.
    
                        Ratings Raised
   
             Merrill Lynch Mortgage Investors, Inc.
           Mortgage Pass-Through Certs Series 1998-C3
   
                  Rating
       Class   To         From   Credit Enhancement (%)
       -----   --         ----   ----------------------
       B       AAA        AA+                    28.93
       C       AAA        A+                     21.59
       D       A-         BBB                    13.58
       E       BBB+       BBB-                   11.91
       F       BB-        B+                      4.56
       G       B          B-                      3.56
    
                      Ratings Affirmed
   
             Merrill Lynch Mortgage Investors, Inc.
           Mortgage Pass-Through Certs Series 1998-C3
   
             Class   Rating   Credit Enhancement (%)
             -----   ------   ----------------------
             A-2     AAA                      35.94
             A-3     AAA                      35.94
             IO      AAA                      N.A.

                      N.A. - Not applicable


MURRAY INC: Wants Until Oct. 4 to Make Lease-Related Decisions
--------------------------------------------------------------
Murray, Inc., asks the U.S. Bankruptcy Court for the Middle
District of Tennessee, Nashville Division, for an extension until
Oct. 4, 2005, of its time to decide whether to assume, assume and
assign, or reject unexpired leases of non-residential real
property pursuant to Section 365(d)(4) of the Bankruptcy Code.

On Feb. 1, 2005, Murray Inc., sold substantially all of its assets
to Toro Company.  As part of the Asset Purchase Agreement, Toro
shall have until the confirmation of a chapter 11 plan to compel
the Debtor to decide what to do with its leases.

Also, without the extension, the Debtor might imprudently assume
leases that will become burdensome or reject leases, which will
prove to be valuable in its reorganization.  The Debtor assures
the Court it is current on all of its postpetition obligations
under the leases.

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


MUZAK LLC: Moody's Junks Senior Unsecured & Subordinated Notes
--------------------------------------------------------------
Moody's Investors Service downgraded Muzak LLC's senior unsecured
notes to Caa2 from Caa1 and its senior subordinated notes to Ca
from Caa2 while concurrently affirming the B3 rating on its
secured credit facility.  In addition, Moody's downgraded all
credit ratings of Muzak's parent company, Muzak Holdings LLC, with
the senior discount notes lowered to C from Ca and the senior
implied lowered to Caa1 from B3.  

The ratings outlook is negative.  The downgrade reflects minimal
liquidity, possible covenant violations under the Company's
secured credit facility during the next few quarters, continued
poor operating performance and Moody's estimate of recovery values
of the various classes of debt in the event of default.

The ratings downgraded for Muzak LLC:

   * $220 million senior unsecured notes due 2009, downgraded to
     Caa2 from Caa1;

   * $115 million 9.875% senior subordinated notes due 2009,
     downgraded to Ca from Caa2.

The ratings downgraded for Muzak Holdings LLC:

   * $24 million 13% senior discount notes due 2010, downgraded to
     C from Ca;

   * Senior Implied, downgraded to Caa1 from B3;

   * Senior Unsecured Issuer, downgraded to C from Ca.

The ratings affirmed for Muzak LLC:

   * $55 million senior secured revolver due 2007, rated B3;

   * $35 million senior secured term loan B due 2007, rated B3.

The ratings outlook is negative.

The downgrade reflects Muzak LLC's weakening financial condition
and continued poor financial performance.  Although sales
increased about 5% during the nine months ended September 30, 2004
(2004 period), gross profit and operating margins declined
significantly.  Operating income declined to $4.5 million in the
2004 period from $6.6 million in the comparable 2003 period.  The
Company had negative free cash flows from operations after capital
expenditures of $9.1 million in the 2004 period and debt levels
increased by about $14 million to $425 million at September 30,
2004.

Muzak LLC has consistently reported negative free cash flows from
operations over the last few years and Moody's expects this
pattern will continue into 2005.  Muzak's ability to generate cash
flows continues to be burdened by a customer cancellation rate of
approximately 10% and the heavy investment in capital expenditures
and sales commissions needed to sign up new customers.  Capital
expenditures and deferred subscriber acquisition costs were $28.8
million and $13.4 million, respectively, in the 2004 period.

Moody's expects continued poor financial performance by Muzak LLC
in 2005.  As a result, it is possible that Muzak will be in
violation of certain financial covenants under its bank facility
in the next few quarters and, absent a waiver, will be unable to
draw on its revolver.  Muzak has a $55 million revolver of which
about $23 million was available at September 30, 2004.  Given the
company's negative free cash flow generation, the revolver is the
company's only current source of liquidity.

The ratings also reflects increasing competition, pricing pressure
in the business music industry and increased expected payments in
2005 pursuant to music license agreements.

The negative outlook reflects the expectation that Muzak LLC will
continue to generate negative free cash flows from operations and
will have limited, if any, liquidity during the next few quarters.
A substantial increase in liquidity due to a refinancing of its
indebtedness and an improvement in operations or change in
business strategy that leads to sustainable positive free cash
flows would likely improve the outlook or ratings.  A further
deterioration in the profitability of the business, which reduces,
expected recovery rates for the company's indebtedness in the
event of default could put further downward pressure on the
rating.

The B3 rating on the secured credit facility of Muzak LLC reflects
the first priority security interest in all tangible and
intangible assets of the Company.  The secured credit facility has
been notched one level above the senior implied rating reflecting
substantial enterprise value coverage of the obligation and a
high-expected recovery rate in the event of default.

The Caa2 rating on the senior unsecured notes of Muzak LLC
reflects the senior unsecured nature of these obligations and the
guarantee by substantially all of the subsidiaries of Muzak.  The
rating on the senior unsecured notes reflects moderate expected
recovery rates in the event of default.

The Ca rating on the senior subordinated notes of Muzak LLC
reflects the contractual subordination of these notes to all
existing and future senior indebtedness of Muzak and expected low
recovery rates in the event of default.

The C rating on the senior discount notes of Muzak Holdings
reflects the structural subordination of these notes to all
indebtedness and liabilities of Muzak LLC and minimal expected
recovery rates in the event of default.  Muzak Holdings is
dependent on distributions from Muzak to make interest payments on
the notes, which became cash pay during 2004.

The senior credit facility, the senior unsecured notes and the
senior subordinated notes indentures permit Muzak LLC to make
distributions to Muzak Holdings in an amount sufficient to permit
Muzak Holdings to make cash interest payments when due, however
the senior credit facility requires that certain financial
covenant levels be met in order to make such distributions.

Total debt to EBITDA at September 30, 2004 was about 6.2 times and
EBITDA less capital expenditures covered interest expense less
than 1 time. Including approximately $149 million of redeemable
preferred stock, total adjusted debt to EBITDA was about 8.3
times.  Total debt to revenues was about 1.8 times at September
30, 2004.

Headquartered in Fort Mill, South Carolina, Muzak LLC, is a
leading provider of business music programming in the United
States based on market share.  Revenue for the twelve-month period
ended September 30, 2004 was about $244 million.


NEWAVE INC: Declares 3 for 1 Forward Stock Split
------------------------------------------------
NeWave, Inc.'s (OTC Bulletin Board: NWAV) Board of Directors has
approved a 3 for 1 forward stock split, to be distributed to all
shareholders of record as of Feb. 18, 2005.  Shareholders of
record will receive 2 additional shares of common stock for every
1 share of common stock beneficially owned.  The Company also
announced that it will begin trading under a new ticker symbol
which will be announced next week.

NeWave CEO Michael Hill stated, "Over the past year and a half, we
have experienced tremendous growth and are pleased to share this
success with our shareholders.  I believe the actions of our
management team have always been consistent with maximizing
shareholder value."  He added, "We are excited about NeWave's
future outlook and growth opportunities."

                        About NeWave, Inc.

NeWave, Inc. (OTCBB: NWAV) is a direct marketing company which  
utilizes the internet to maximize the income potential of its  
customers, by offering a fully integrated turnkey ecommerce  
solution.  NeWave's wholly owned subsidiary Onlinesupplier.com,  
offers a comprehensive line of products and services at wholesale  
prices through its online club membership.  Additionally, NeWave's  
technology allows both large complex organizations and small  
stand-alone businesses to create, manage, and maintain effective  
website solutions for e-commerce.  The Company hosts Web sites at  
http://www.newave-inc.com/http://www.onlinesupplier.com/and    
http://www.auctionliquidator.com/  

                         *     *     *

As reported in the Troubled Company Reporter on June 8, 2004,  
Kabani & Company's report on the Company's consolidated financial  
statements for the fiscal years ended December 31, 2003, and  
December 31, 2002, included an explanatory paragraph expressing  
substantial doubt about NeWave's ability to continue as a going  
concern.  

Losses have continued in 2004.  For the nine-month period ending  
Sept. 30, 2004, NeWave posted a $3,344,334 net loss.  


NRG ENERGY: Hosting Fourth Quarter Conference Call on March 9
-------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) will host conference call and webcast
to review fourth quarter and full year 2004 financial results.  
The call will be held on Wednesday, March 9, beginning at 9:00
a.m. Eastern.

To access the live webcast and presentation materials, log on to
NRG's Web site at http://www.nrgenergy.comand click on  
"Investors."  To participate in the call, dial 877.407.8035
approximately five minutes prior to the scheduled start time.
International callers should dial 201.689.8035.  Later that day,
the call will be available for replay from the "Investors"
section of the NRG website.

                        About the Company

NRG Energy, Inc., owns and operates a diverse portfolio of
power-generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
NRG Energy Inc.'s (NRG; B+/Stable/--) proposed $400 million
convertible perpetual preferred stock.  The outlook is stable.


NTK HOLDINGS: S&P Junks $250 Million Senior Discount Notes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered each of its ratings on
building products manufacturer Nortek, Inc., by one notch and
assigned its 'B' corporate credit rating to NTK Holdings, Inc., a
newly formed parent holding company of Nortek, Inc.  The outlook
is stable.

At the same time, Standard & Poor's assigned its 'CCC+' unsecured
debt rating to NTK Holdings' $250 million senior discount notes
due 2014 to be issued under Rule 144a with registration rights,
based on preliminary terms and conditions.  Proceeds from the
notes will be used to pay a dividend to the equity holders of NTK
Holdings and to make a distribution to participants in the
company's deferred compensation plan, plus fees and expenses.

"The downgrade reflects the material increase in Nortek's already
very aggressive debt burden resulting from this transaction, which
is inconsistent with our expectations for debt reduction that had
been incorporated into the former ratings," said Standard & Poor's
credit analyst Pamela Rice.  On a pro forma basis, debt (including
capitalized operating leases) will increase to $1.669 billion,
with pro forma debt to last-12-month EBITDA of 7.2x.

The ratings on Providence, Rhode Island-based Nortek reflect its
very aggressive debt leverage as a result of the sale of the
company to Thomas H. Lee Partners L.P. -- THL -- in late August
2004 and the proposed dividend and distribution, Nortek's
competitive, cyclical markets, and the niche characteristic of
certain products.  These factors are partially mitigated by
Nortek's somewhat diversified portfolio of building products
(annual sales of roughly $1.7 billion) with significant market
shares, relatively stable cash flows, and a manageable debt
maturity schedule.

Nortek's key product lines include:

   -- kitchen range hoods and bath fans;

   -- heating, ventilating, and air conditioning -- HVAC --
      systems for site-built residential, custom-designed
      commercial, and manufactured housing applications; and

   -- audio/visual distribution and control systems and security
      and access control products.


OFFSHORE LOGISTICS: Moody's Revises Rating Outlook to Negative
--------------------------------------------------------------
Moody's changed the outlook for Offshore Logistics' ratings to
negative following the company's announcement that it will be
delayed in filing its 10-Q for the quarter ended 12/31/04.  

Pending a benign outcome of the internal investigation and
subsequent filing of its 10-Q, the outlook may revert back to
stable.  However, if the investigation uncovers more serious
findings the ratings may be placed on review for downgrade or
affirmed with the negative outlook remaining in place until these
issues have clearly passed.

The Company indicated that the 10-Q reporting delay is caused by
the Audit Committee of the Board of Directors engaging outside
counsel to complete an internal investigation of certain payments
made in a country that Offshore operates in.  Though the Company
does not believe its initial findings are material to the
company's previously reported financial results for December 31,
2004, the internal investigation is ongoing and has been expanded
to cover some of Offshore Logistics' other international
operations which could result in a prolonged delay in filing it's
10-Q.

This filing delay is a violation of the reporting requirements
under the bond indenture and may require bondholder's consent to
waive this requirement if it is not resolved within 60 days as
outlined in the indenture.  The Company may also have to seek a
waiver from its credit facility lenders if it is deemed to be in
violation of the reporting requirements under the credit
agreement.

The negative outlook also considers the ongoing contract
negotiations with the Gulf of Mexico pilots union and its
potential impact on the Company's operations if the union decides
to strike.  Though negotiations continue, to this point, there has
not been an agreement and the company has asked the National
Mediation Board to be released from negotiations.

The release would then allow both the company and the union the
opportunity to pursue self-help measures such as the union going
on strike, which would affect its operations.  Though the Company
has engaged temporary contract pilots if needed, there is a
likelihood that business will be negatively impacted to some
degree, which Moody's will then assess for its ratings impact.

Moody's ratings for Offshore Logistics are:

  i) Affirmed at Ba2 -- Offshore Logistics' senior implied
                        rating

ii) Affirmed at Ba2 -- Offshore Logistics' $230 million senior
                        unsecured notes due 2013

iii) Affirmed at Ba3 -- Offshore Logistics' senior unsecured
                        issuer rating

The ratings remain restrained by the Company's dependence on the
volatile exploration and production of oil and gas; the very
mature and cyclical nature of the GOM and North Sea, which
generate about half of the Company's earnings and cash flows; and
the significant capital being spent on the Company's fleet
renewal/expansion over the next couple of years.

In the GOM, where Offshore Logistics is the second largest
helicopter provider to the exploration and production (E&P)
operators in the region, activity has been in decline as most of
the larger oil and gas companies have re-directed their focus and
capital to foreign basins and redeployed rigs to markets like
Mexico.  In addition, Seacor's acquisition of the Rowan helicopter
fleet has created a new significant competitor, which may
intensify an already competitive market.

The ratings continue to be supported by Offshore Logistics'
increased earnings and cash flow base through disciplined pricing
practices, international expansion and diversification; its
leading position in its primary markets; and the Company's solid
liquidity position with approximately $150 million of cash on
hand.

Despite ongoing weakness in the GOM, one the Company's two primary
markets, and only a recently improved North Sea activity, the
company still maintained healthy coverage ratios while generating
earnings and cash flows sufficient to cover its normal capital
spending and interest expense.  The Company's leverage (lease
adjusted debt/EBITDAR) as reported in the 2/3/05 earnings release
remains low at 2.2x while interest coverage (EBITDA/interest) is
still solid 7.7x.

While the GOM and North Sea are cyclical, mature markets, they
still contain significant activity due to their strategic
importance to a number of E&P companies and therefore, will
continue to generate significant earnings and cash for Offshore
Logistics given its position as the second largest provider of
helicopter services in the each of these markets.  Further, the
company's newer heavier fleet is suited for the deepwater GM,
where activity has increased as is expected to remain healthy
while commodity prices remain supportive.

Offshore Logistics, Inc., headquartered in Lafayette, Louisiana,
is a provider of helicopter transportation services to the oil and
gas industry worldwide.


OXFORD AUTOMOTIVE: Comm. Wants to Conduct Rule 2004 Examination
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Oxford
Automotive, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, to order the Debtors to submit documents related to
their businesses pursuant to Rule 2004 of the Federal
Rules of Bankruptcy Procedure.

The Committee needs the documents to complete its analysis of the
Debtors' operations and to prepare for various complaints
regarding liens.  Prior to the filing of the motion, the Committee
has repeatedly asked the Debtors to produce the documents but to
no avail.

The Committee also asks the Court to compel the Debtors to attend
to an examination and produce the documents today at 12:00 p.m. at
the offices of Jaffe Raitt Heuer & Weiss, PC, located in 27777
Franklin Road, Suite 2500 in Southfield, Michigan.

The Committee stresses that it is imperative for it to obtain the
necessary information to timely effectuate and protect the rights
and remedies of the unsecured creditors.

A full-text copy of the list of documents that the Committee seeks
can be viewed for a fee at:

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

Headquartered in Troy, Michigan, Oxford Automotive, Inc. --
http://www.oxauto.com/-- is a Tier 1 supplier of specialized
metal-formed systems, modules, assemblies, components and related
services for the automotive industry.  Oxford's primary products
include structural modules and systems, exposed closure panels,
suspension systems and vehicle opening systems, many of which are
critical to the structural integrity and design of the vehicle.  
The Company and its debtor-affiliates filed for chapter 11
protection on December 7, 2004 (Bankr. E.D. Mich. Case No. 04-
74377).  I. William Cohen, Esq., at Pepper Hamilton LLP represents
the debtors in their restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $727,023,000 in total
assets and $771,325,000 in total debts.


PACIFIC GAS: Sells $1.9 Billion Energy Bonds for Customer Savings
-----------------------------------------------------------------
Pacific Gas and Electric Company disclosed the successful
marketing and sale of approximately $1.9 billion in Energy
Recovery Bonds (ERBs) to refinance a portion of its balance sheet.  
The Utility Reform Network (TURN), a utility and consumer group,
promised to deliver significant savings to customers when TURN
reached a compromise plan to help resolve the utility's emergence
from Chapter 11, and this transaction does just that.

TURN originally proposed this refinancing structure during the
summer of 2003, during the public hearing process on the
settlement agreement among the California Public Utilities
Commission (CPUC), PG&E Corporation, and Pacific Gas and Electric
Company.  TURN and Pacific Gas and Electric Company reached a
compromise in December 2003, under which the utility agreed to the
refinancing structure, with the savings being used to lower
customer costs.  The CPUC authorized this refinancing effort when
it approved the final December 2003 settlement agreement, and
specifically approved going forward with this ERB sale in a
decision issued Nov. 19, 2004.  Over the past several months, the
utility has worked alongside the CPUC financing team, comprised of
CPUC staff and their outside advisors, to approve and monitor the
terms of this ERB transaction.

"The sale of the ERBs provides ratepayers some of the best news
they've received since the energy crisis," said TURN Senior
Attorney Mike Florio.  "We appreciate PG&E's effort to conclude
this very successful transaction."

The proceeds from this ERB sale are being used to refinance the
regulatory asset created under the settlement agreement.  The
total dollar savings to customers as a result of refinancing the
regulatory asset will be approximately $1 billion, over the
remaining eight-year life of the settlement agreement, assuming
that as planned, a second ERB series is issued in November 2005.  
The customer savings are the result of reduced taxes and finance
costs associated with the ERBs compared to conventional utility
financing of the regulatory asset.

On Monday, Feb. 7, 2005, Pacific Gas and Electric Company filed a
request with the CPUC to begin applying the customer savings in
retail rates, starting March 1, 2005, and continuing over the
remaining eight years of the agreement.

Under the terms of the CPUC authorizing decision, the ERBs will be
paid off through a nonbypassable Dedicated Rate Component charge
(a charge per kilowatt hour of electricity consumed in PG&E's
service territory).

The ERBs were issued by PG&E Energy Recovery Funding LLC, a
limited liability company which is wholly owned and consolidated
by the utility.  PERF is legally separate from the utility.  The
utility is a subsidiary of PG&E Corporation.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on
April 6, 2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L.
Lopes, Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer,
Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent
the Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts. Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.


PAXSON COMMS: S&P's Junks Corporate Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on West Palm Beach, Florida-based Paxson Communications
Corp. to 'CCC+' from 'B-', recognizing that the company still has
not demonstrated progress toward completing a strategic
transaction that would boost liquidity.  The outlook is negative.

Television station owner and operator Paxson had approximately
$991 million of debt outstanding on Sept. 30, 2004.

"The rating action reflects Standard & Poor's heightened concern
that Paxson has not executed either piecemeal asset sales, an
outright sale of the company, or an investment by a strategic
partner, to assure long-term liquidity", said Standard & Poor's
credit analyst Alyse Michaelson Kelly.  Furthermore, the FCC
recently decided that TV stations cannot demand that cable
operators "must" carry their digital channels, except for the
primary replication of the analog signal, which could depress TV
station asset values.  The company's ability to sell assets at
decent prices is a crucial source of liquidity, and had been a key
rating factor.  These risks are compounded by Paxson's onerous
debt burden with certain debt requiring cash interest in 2006, and
the redemption request by the National Broadcasting Company, Inc.
-- NBC.  Liquidity is far from sufficient to fund NBC's roughly
$575 million redemption request, although the redemption request
is not expected to trigger a default.  Cash balances provide
near-term liquidity but are insufficient to cover likely free cash
flow deficits for more than two years.  Deficits are expected to
widen in mid-2006 when cash interest expenses will increase by
$60 million annually, causing total cash interest expenses to more
than double.

The rating on Paxson reflects:

   (1) high financial risk because of the company's limited
       liquidity;

   (2) onerous debt and preferred stock burden;

   (3) weak EBITDA and negative discretionary cash flow; and

   (4) the significant business and financial risks related to its
       start-up television network.

Paxson's challenges are exacerbated by the competition from
well-capitalized rivals and the lack of a relaxation of TV duopoly
and newspaper/broadcaster ownership rules that has hampered its
ability to complete a strategic transaction.  These factors are
minimally offset by the company's valuable programming
distribution platform and station asset values.


PEGASUS SATELLITE: Has Until April 15 to Solicit Votes on Plan
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Maine gave
Pegasus Satellite Communications, Inc., and its debtor-affiliates  
the exclusive right to solicit acceptances of their proposed
Chapter 11 Plan until the earliest of April 15, 2005, and the Plan
Confirmation Hearing (which the Debtors anticipate will occur on
March 24, 2005).  

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)


RIGGS NATIONAL: PNC Acquisition Talks Cues Fitch to Revise Outlook
------------------------------------------------------------------
Fitch Ratings has revised the Rating Watch on Riggs National
Corporation (RIGS; long-term senior rating of 'B') and its
affiliates to Positive from Negative.  

The revision of the Rating Watch reflects the news of the amended
and restated agreement between Riggs and The PNC Financial
Services Group, Inc. (PNC; long-term senior rated 'A' by Fitch)
for PNC to acquire Riggs and all of the assets and liabilities of
Riggs Bank National Association.  It is expected that Riggs Bank
National Association's charter will cease to exist when the deal
is consummated.

As well as a renegotiated lower price (approximately $652
million), the amended agreement appears to have reduced the
ambiguity and concerns that PNC had regarding Riggs' regulatory
troubles.  Fitch anticipates that Riggs' ratings will be adjusted
upward and aligned with PNC's current ratings upon completion of
the transaction, which is expected to occur during the next three
months.

Fitch has revised the Rating Watch on these ratings to Positive
from Negative:

   Riggs National Corporation

        -- Short-term 'B';
        -- Long-term 'B';
        -- Subordinated debt 'CCC';
        -- Individual rating 'D/E';
        -- Support '5'.

   Riggs Bank National Association

        -- Short-term 'B';
        -- Short-term deposit 'B';
        -- Long-term 'B+';
        -- Long-term deposit 'BB-';
        -- Individual rating 'D/E';
        -- Support '5'.

   Riggs Capital

        -- Preferred stock 'C'.

   Riggs Capital II

        -- Preferred stock 'C'.


RIGGS NATIONAL: S&P Affirms Low-B Ratings After Review
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Washington D.C.-based Riggs National Corp. (Riggs; NASDAQ: RIGS),
including Riggs' long-term counterparty credit rating of 'B-'. The
ratings on Riggs' banking subsidiary, Riggs Bank N.A., were also
affirmed.  At the same time, the ratings of both entities were
placed on CreditWatch Developing.  The trust-preferred ratings on
Riggs were affirmed at 'D' and not placed on CreditWatch.

The placement of the ratings on CreditWatch Developing follows PNC
Financial Services Group's announcement that it and Riggs have
again agreed to merge.  This announcement follows Riggs'
announcement on Feb. 7, 2005, that it had rejected PNC's terms and
conditions to continue with the consummation of the previously
announced merger agreement, and that Riggs had filed suit against
PNC.

"The resolution of the CreditWatch is contingent on the outcome of
the newly proposed merger with PNC," said Standard & Poor's credit
analyst John K. Bartko, C.P.A.  Should this agreement be completed
in a timely manner, the ratings on Riggs would be raised.  If, for
whatever reason, the acquisition is voided, the ratings could be
lowered.  The extent of any ratings downgrade would depend on our
assessment of Riggs' deteriorating operating fundamentals, as well
as the ongoing financial and business impact of the bank's
legal/regulatory issues.


RUSSELL CORP: Declares $0.04 Regular Quarterly Dividend
-------------------------------------------------------
The Board of Directors of Russell Corporation (NYSE: RML) has
declared its regular quarterly dividend of $.04 per common share,
payable Feb. 28, 2005, to shareholders of record on Feb. 14, 2005.

This represents the 167th consecutive quarterly dividend paid by
the Company.

                  About Russell Corporation

Russell Corporation is a leading branded athletic and sporting
goods company with over a century of success in marketing athletic
uniforms, apparel and equipment for a wide variety of sports,
outdoor and fitness activities.  The Company's major brands
include Russell Athletic(R), JERZEES(R), Spalding(R), and
Brooks(R).  The Company's common stock is listed on the New York
Stock Exchange under the symbol RML and its website address is
http://www.russellcorp.com/

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2004,
Standard & Poor's Ratings Services placed its ratings on Atlanta,
Georgia-based athletic apparel and sports equipment manufacturer
Russell Corp on CreditWatch with negative implications, including
the company's 'BB' long-term corporate credit rating.

Russell Corp.'s total debt outstanding at Oct. 3, 2004, was
$377.4 million.

"The CreditWatch placement follows the company's announcement that
it has signed an agreement to acquire Brooks Sports Inc. for
approximately $115 million.  While Russell expects the transaction
to be accretive to 2005 earnings, it will be entirely financed
with debt," said Standard & Poor's credit analyst Susan Ding.


SMC HOLDINGS: Wants More Time to File Schedules & Statements
------------------------------------------------------------
SMC Holdings Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for:

   (a) an extension until April 11 to file their Schedules and
       Statements, and

   (b) permanently waiving the requirement to file the schedules
       and statements if their joint prepackaged Plan of
       Reorganization is confirmed prior to that date.  

In this case, the Debtors filed a pre-negotiated Plan accepted by:

   -- 66-2/3% of the Holders of Secured Bank Claims (accounting
      for 93% of the amount owed to the Banks) and

   -- 100% of the Holders of Senior Note Claims (accounting for
      100% of the amount owed to those noteholders).

These are the only impaired claims under the Plan.

The Debtors believe that the purpose of filing the Schedules and
Statements has been fulfilled and that the mechanical tasks
involved in completing more forms would be a waste of time,
energy, effort and money.  Much of the information that would be
included in the Schedules and Statements has been disclosed in the
Disclosure Statement that was filed with the Plan.

Headquartered in St. Paul, Minnesota, SMC Holdings Corporation --
http://www.smartecarte.com/-- provide baggage cart, locker and
stroller services at airports, train stations, bus terminals,
shopping centers, ski resorts and entertainment facilities across
the world.  The Debtors and its four debtor-affiliates each filed
separated chapter 11 petitions on February 10, 2005 (Bankr. D.
Del. Case No. 05-10395).  Jason M. Madron, Esq., and Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., and Douglas P.
Bartner, Esq., and Michael H. Torkin, Esq., at Shearman &
Sterling, LLP represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more $100 million.


STAR GAS: Poor First Quarter Results Spur S&P to Junk Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Star Gas Partners L.P. to 'CCC+' from 'B-' and its
senior unsecured debt rating to 'CCC-' from 'CCC'.  All ratings
remain on CreditWatch with negative implications, where they were
placed on Oct. 18, 2004.

The rating action follows the Connecticut-based company's
announcement of its poor operating results in its fiscal 2005
first quarter ended Dec. 31, 2004.

"The company reported a worse-than-expected 2005 first quarter
operating income loss of $21 million, which was primarily due to
customer attrition, lower volume of heating oil sales, margin
compression, higher operating costs, and significantly increased
wholesale heating oil prices," said Standard & Poor's credit
analyst Brian Janiak.

"The downgrade also reflects the uncertainty surrounding the
company's current business model's ability to stop the
hemorrhaging of significant operating losses in fiscal 2005, and
its effect on the company's ability to maintain sufficient
liquidity with its banks.  Star Gas has considerable working
capital needs through the remainder of the challenging winter
heating season, and beyond," Janiak added.

Standard & Poor's has heightened concern on whether the company's
initiatives to improve results and decrease customer attrition
will be effective for the remainder of the heating season and the
rest of the fiscal year ended Sept. 30, 2005.

Star Gas received about $466 million of net proceeds from the sale
of its propane unit on Dec. 17, 2005.  The company used
$311 million to fully repay all $254 million of its secured debt,
plus an estimated prepayment premium of about $42 million, and the
remainder was used for other interest and operating expenses in
the first quarter of 2005.  The company currently has about
$112 million of net cash proceeds remaining from the asset sale,
which it is obligated under its secured note indenture to apply to
debt reduction or invest in assets or capital expenditures useful
to Star Gas or its subsidiaries.  In addition, the company has
about $120 million outstanding under its working capital revolver,
and remains constrained with only about $31 million available due
to its borrowing base limitations.

Standard & Poor's will continue to monitor the remedial steps that
Star Gas takes to arrest its current financial predicament.  In
addition, Standard & Poor's will review management's financial and
operational strategy for its heating oil operations, including the
apparent weak corporate governance, lack of internal controls and
risk management, and the opacity of Star Gas' overall risk
exposure toward its heating oil business.  These factors have all
led to the current financial troubles, which still have not been
adequately addressed in a manner consistent with the interest of
the company's bondholders.

Resolution of the CreditWatch listing depends on a full review of
the viability of Star Gas's business model and assurance of access
to adequate liquidity through the remainder of the challenging
heating season and beyond.


STELCO INC: Steelworkers Applauds Ontario's Directive on Pension
----------------------------------------------------------------
The United Steelworkers welcomed the recent decision by the
Province of Ontario to require that Stelco, Inc., fully fund the
solvency deficiency in its pension.

The Union also noted with interest Chief Restructuring Officer
Hap Stephen's statement that the "pension funding issue is front-
and-centre for the company", particularly in that Stephen is
repudiating Chief Executive Officer Courtney Pratt's repeated
statements that the pension solvency deficiency would not be
addressed as part of the restructuring process.  As recently as
December 22, 2004, Mr. Pratt stated that "there was and is no plan
to address the wind-up deficiency as part of the restructuring
process itself."

"The government of Ontario appears willing to force Stelco to do
what the Steelworkers have long been demanding: address its
significant pension solvency deficiency," said Steelworkers'
National Director Ken Neumann.

"After 12 months of unnecessary court protection, it was time for
the province to force Stelco to pay less attention to facilitating
exorbitant profits and inflated bonuses for market traders and
financial institutions and to pay more attention to putting the
company on a solid footing going forward," said Steelworkers'
Local 8782 President Bill Ferguson.

"Stelco's pensioners have been forced, against their will, to lend
the company hundreds of millions of dollars," said Steelworkers'
Local 5328 President Scott Duvall.  "Those pensions must be
secure.  After a lifetime of difficult and dangerous service, it
is time that pensioners and their families came first in this
process."

Neumann concluded by noting that "perhaps now Stelco will finally
send the Deutsche Bank 'Stalking Horse' with its blatant disregard
for pensioners to the glue factory where it belongs."

As reported in the Troubled Company Reporter on Feb. 11, 2005,
Stelco, Inc., has received a letter from Mr. James Arnett, Special
Advisor on the Steel Industry to the Government of Ontario,
regarding the funding of the Company's pension plans.

In the letter, received on Feb. 9, Mr. Arnett states that  "I have
been instructed to advise you that upon emergence from CCAA,
Stelco will not be entitled to the benefit of Section 5.1."  The
letter also states that "...the Government supports your auction
process and, to that end, is prepared to be flexible in discussing
a fair and reasonable plan for the consequent need to fund the
pension deficiencies on a solvency basis".  Mr. Arnett also offers
his commitment "on behalf of the Government, to working
constructively with the company, its employees, stakeholders and
bidders to address this issue."

Stelco has stated that it will actively negotiate with the Ontario
Government to develop a fair and reasonable plan to address this
potential change in regulation under the Pension Benefits Act.  If
the Government passes a regulation to simply revoke the 5.1
election, the solvency deficiency of $1.3 billion, as at
Dec. 31, 2004, will have to be amortized over a five-year period.
For example, if the election had been rescinded as of
Jan. 1, 2004, the total 2004 cash contributions to Stelco's four
main plans would have increased from $64 million to $353 million.

Hap Stephen, Stelco's Chief Restructuring Officer, said, "Our goal
is a reasonable and responsible solution that will serve the best
interests of the Company and all its stakeholders, including the
Government of Ontario, and also reflect the Company's ability to
make payments to reduce the solvency deficiency."

Mr. Stephen added that, "Stelco has consistently stated that the
pension funding issue is front-and-centre for the Company and for
the bidders.  The bidders are well aware of the issue, of our
view, and of the Court's stated assumption that they will keep the
issue in mind in making their bids."

The Ontario Government amended Regulation 909 under the Pension
Benefits Act in 1992 to allow a pension plan with over
$500 million in assets to elect to cease funding the plan on a
solvency basis.  Pension Plans that have taken the 5.1 election
are exempt under the Regulation from making special payments to
fund a solvency deficiency.  These plans, however, must continue
to be funded on a going concern basis, and pay higher Pension
Benefit Guarantee Fund premiums in accordance with the Pension
Benefits Act.

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.


STILE CONSOLIDATED: S&P Assigns B+ Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Stile Consolidated Corp. (a newly
formed holding company), and its newly formed subsidiaries, Stile
U.S. Acquisition Corp., and Stile Acquisition Corp.  The outlook
is stable.

The Stile Companies were set up to buy Masonite International
Corp., and the ratings are contingent on the successful completion
of the acquisition of Masonite International Corp. (BB+/Watch
Neg/--) under the original proposed terms offered by Kohlberg
Kravis Roberts & Co. and Masonite's management.  The existing
'BB+' ratings on Masonite International Corp. will remain on
CreditWatch with negative implications until the transaction is
completed.  The existing legal entity, Masonite International
Corp. will be merged into Stile Acquisition Corp. on the
completion of the transaction, and the rating on Masonite will be
withdrawn.

Stile U.S. Acquisition Corp. and Stile Acquisition Corp. will be
the borrowers under the proposed bank facility and bond issues.
All debt will be cross-guaranteed by the subsidiaries, and the
parent, Stile Consolidated Corp.  The proposed US$1.5 billion
secured bank credit facility is rated 'BB-', one notch above the
corporate credit rating, while the proposed US$300 million senior
unsecured notes and proposed US$525 million senior subordinated
notes are rated 'B-'.  The '1' recovery rating reflects Standard &
Poor's expectation that secured lenders would receive a full
recovery of principal and interest in the event of default.

"The ratings on Stile Consolidated and its subsidiaries reflect
the company's very aggressive debt leverage and a relatively
narrow product focus, and its exposure to the cyclical housing and
home renovation markets," said Standard & Poor's credit analyst
Daniel Parker.  These risks are partially offset by the company's
leading position as the largest door manufacturer in the world,
and adequate profitability and cash flow generation.

The company's financial risk will significantly increase with
total debt rising substantially as a result of the leveraged
buyout.  Total debt is expected to be about US$2 billion at the
close of the transaction, which -- measured by debt to EBITDA --
is higher than most leveraged buyouts. Projected total debt to
capital is expected to be about 75%. Standard & Poor's expects
EBITDA interest coverage of about 2.3x in 2005.  Masonite has
historically generated free cash flow and management has been
successful at deleveraging the company following previous
acquisitions.  Masonite is able to generate free cash flow because
the business has improved its margins and its capital expenditure
requirements are not onerous.

Although the credit metrics are somewhat aggressive for the
ratings, the company's existing business, in addition to the
potential for growth and margin improvement, should help it
maintain stable credit metrics.  Nevertheless, the debt leverage
is considered very aggressive and any additional debt or decreased
cash flow generation could lead to a negative ratings action.


T-REX CORPORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: T-Rex Corporation
        P.O. Box 315
        Londonderry, New Hampshire 03053

Bankruptcy Case No.: 05-10361

Type of Business: The Debtor is a demolition contractor.

Chapter 11 Petition Date: February 4, 2005

Court: District of New Hampshire (Manchester)

Judge: Mark W. Vaughn

Debtor's Counsel: William S. Gannon, Esq.
                  William S. Gannon PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: 603-621-0833
                  Fax: 603-621-0830

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Volvo Commercial Finance      Equipment Lease            $79,895
Stephens & Michaels
63 Range Road
Windham, NH 03087

Hertz Equipment Rental Corp.  Equipment Rental           $59,376
P.O. Box 26390
Okalahoma City, OK 73126

Brokk, Inc.                   Equipment Rental           $48,229
NCO Financial
3850 N. Causeway Blvd.
Ste. 200
Metairie, LA 70002

Diamond Products              Trade debt                 $36,513

Catamount Environmental       Services                   $31,736

NES Rentals                   Equipment Rental           $27,772

Whitney & Son                 Equipment Rental           $27,220

ATS Equipment                 Equipment Rental           $24,476

Case Credit                   Services                   $24,388

KTI - Biofuels                Fees                       $24,218

NationsRent                   Equipment Rental           $23,550

Chase Automotive Finance      Equipment Lease            $22,745

Exxon Mobil                   Supplies                   $16,650

GMAC                          Equipment Lease            $14,851

All State Waste               Services                   $13,684

GMAC                          Equipment Lease            $13,008

T-Quip                        Equipment Rental           $12,315

GE Capital                    Supplies                   $11,865

GMAC                          Equipment Lease            $11,237

The Manifest Group            Equipment Rental           $10,133


TRANSMONTAIGNE INC: Earns $4.2 Million of Net Income in 3rd Qtr.
----------------------------------------------------------------
TransMontaigne Inc. (AMEX:TMG) reported financial results for the
three and six months ended Dec. 31, 2004.  The Company filed its
Quarterly Report on Form 10-Q with the Securities and Exchange
Commission.

                Quarter Ending December 31, 2004

Revenues for the three months ended Dec. 31, 2004, were
approximately $2.5 billion, as compared to approximately $2.2
billion for the comparable period in the prior year.  The increase
in revenues is due to an increase in commodity prices offset by a
decrease in delivered volumes.  Net operating margins for the
three months ended December 31, 2004, were approximately $31.6
million compared to approximately $22.8 million for the three
months ended December 31, 2003.  Net earnings for the three months
ended December 31, 2004, were approximately $4.2 million, as
compared to approximately $(0.9) million for the three months
ended December 31, 2003.  Net operating margins and net earnings
for both periods were impacted by inventory gains recognized,
inventory gains deferred, and lower of cost or market adjustments.
TransMontaigne believes that "adjusted net operating margins" and
"adjusted operating income," which eliminate the impact of these
inventory adjustments, are useful measures to evaluate and compare
performance between reporting periods.

The Company's adjusted net operating margins for the supply,
distribution and marketing segment for the three months ended
December 31, 2004, were approximately $42.4 million, as compared
to $16.3 million during the three months ended Dec. 31, 2003.  
Rack spot margins were $4.2 million and $3.4 million during the
three months ended December 31, 2004 and 2003, respectively.
Contract sales margins were $8.1 million and $2.5 million during
the three months ended Dec. 31, 2004 and 2003, respectively.
During the three months ended Dec. 31, 2004, per unit margins from
rack spot sales and contract sales were favorably impacted by
declining distillate inventories available in the interior
wholesale delivery markets due principally to increased demand for
distillates, principally heating oil, in the Northeast, which
caused shipping capacity on common carrier pipelines to be pro
rated and, thereby, increased distillate value in the interior
wholesale delivery markets.  For the three months ended December
31, 2004 and 2003, the inventory roll benefit was approximately
$3.6 million and $2.6 million, respectively, representing the net
increase in the value of our discretionary volumes held for
immediate sale or exchange from carrying inventory to future
periods in a rising forward price environment.  The adjusted net
operating margins (deficiencies) from our bulk activities and
other increased to approximately $6.8 million in the three months
ended December 31, 2004, as compared to approximately $(0.3)
million in the three months ended Dec. 31, 2003, due principally
to a favorable spread between the cash market and the prompt month
NYMEX futures contract caused in part by major oil companies
disposing of their refined product inventories in the bulk markets
to mitigate property taxes associated with inventory volumes on
hand at December 31, 2004.  The Coastal Fuels assets contributed
heavy oil margins of approximately $5.4 million and $3.4 million
during the three months ended Dec. 31, 2004 and 2003,
respectively.  The adjusted net operating margins from our supply
chain management services decreased to approximately $3.6 million
during the three months ended Dec. 31, 2004, from approximately
$4.1 million for the comparable period in 2003, due principally to
a decrease in unit margins offset by additional volumes delivered
to our existing customer base.  The adjusted net operating margins
from our trading activities were due principally to short
positions taken in the NYMEX options market in anticipation of the
liquidation of certain in transit product inventory volumes upon
complete implementation of the Morgan Stanley supply agreement.

The net operating margins from our terminals, pipelines, tugs and
barges were approximately $12.1 million for the three months ended
December 31, 2004, as compared to approximately $13.7 million for
the three months ended December 31, 2003.  The decrease of
approximately $1.6 million is due principally to an increase in
direct operating costs and expenses of approximately $3.0 million
offset by an increase in revenues of approximately $1.4 million.

Selling, general and administrative expenses for the three months
ended Dec. 31, 2004 and 2003, were approximately $11.8 million and
$10.2 million, respectively.  During the three months ended Dec.
31, 2004, we accrued bonuses of approximately $2.0 million to
compensate our employees for their performance during the six
months ended Dec. 31, 2004.

                   Product Supply Agreement

On Nov. 4, 2004, we executed a product supply agreement with
Morgan Stanley Capital Group Inc. ("MSCG"). The product supply
agreement expires on Dec. 31, 2011, subject to provisions for
early termination.  Under the terms of the product supply
agreement, MSCG will be our principal supplier of gasoline and
distillate to our existing marketing and distribution business at
terminals connected to the Colonial and Plantation Pipelines and
our Florida waterborne terminals at market-based rates.  MSCG will
begin supplying certain of our terminals during January 2005 with
complete implementation expected during February 2005. We will
accept title and risk of loss to the products from MSCG upon
discharge of the products from the delivering pipelines and
vessels into our tank storage capacity at the respective
terminals.

On Nov. 23, 2004, in connection with the closing of the product
supply agreement and as partial consideration for MSCG entering
into the product supply agreement, we issued warrants to MSCG to
purchase 5.5 million shares of TransMontaigne Inc. common stock at
an exercise price equal to $6.60 per share, subject to adjustments
in accordance with the terms and conditions of the warrant
certificate.

Based on our discretionary inventory levels at Dec. 31, 2004, the
product supply agreement with MSCG should enable us to liquidate
approximately 2.5 million to 3.5 million barrels of our
discretionary inventory volumes by Mar. 31, 2005.  We anticipate
using the proceeds for the liquidation of the discretionary
inventory volumes to repay outstanding borrowings under our senior
secured working capital credit facility.  Under the terms of the
product supply agreement, MSCG will be responsible for the
origination and transportation of gasolines and distillates to
most of our terminals.  As such, we expect to eliminate most of
our bulk activities related to light oil products.

                        About the Company

TransMontaigne Inc. -- http://www.transmontaigne.com/--is a  
refined petroleum products marketing and distribution company
based in Denver, Colorado with operations in the United States,
primarily in the Gulf Coast, Midwest and East Coast regions. The
Company's principal activities consist of (i) terminal, pipeline,
and tug and barge operations, (ii) marketing and distribution, and
(iii) supply chain management services. The Company's customers
include refiners, wholesalers, distributors, marketers, and
industrial and commercial end-users of refined petroleum products.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2004,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on TransMontaigne, Inc., on CreditWatch with
developing implications.

The rating action follows the announcement that TransMontaigne's
board of directors approved the formation of a master limited
partnership for certain of its assets (primarily assets from the
company's terminal, pipeline, tug and barge businesses) and
TransMontaigne would be the general partner and retain the
distribution and marketing business.

The CreditWatch listing with developing implications reflects the
possibility of positive or negative rating actions based on an
analysis of TransMontaigne's new corporate structure and business
profile.

"The formation of an MLP could lead TransMontaigne to concentrate
its operations in activities with an improved risk profile and
reduce the volatility of its cash flow," said Standard & Poor's
credit analyst Paul Harvey.


TRUMP HOTELS: Judge Wizmur Okays $100,000,000 DIP Financing Pact
----------------------------------------------------------------
On February 3, 2005, Judge Wizmur authorized the Debtors, on a
final basis, to borrow $100,000,000 in postpetition advances
subject to the terms of the DIP Loan Agreement entered into with
Beal Bank, SSB.

Absent further Court approval, the TCH Debtors will not request
borrowings under the DIP Agreement if their aggregate principal
amount of postpetition obligations exceed $35,000,000.  There are
nine TCH Debtors:

    -- Trump Marina Associates, LP;
    -- Trump Indiana Realty, LLC;
    -- Trump Indiana Casino Management, LLC;
    -- THCR Management Holdings, LLC;
    -- THCR Management Services, LLC;
    -- Trump Casino Holdings, LLC;
    -- Trump Casino Funding, Inc.;
    -- Trump Marina, Inc.; and
    -- Trump Indiana, Inc.

Similarly, the TAC Debtors will not request borrowings under the
DIP Agreement if their aggregate principal amount of postpetition
obligations exceed $65,000,000.  The TAC Debtors are:

    -- Trump Plaza Associates;
    -- Trump Atlantic City Associates;
    -- Trump Plaza Funding, Inc.;
    -- Trump Atlantic City Holding, Inc.;
    -- Trump Atlantic City Funding, Inc.;
    -- Trump Atlantic City Funding II, Inc;
    -- Trump Atlantic City Funding III, Inc;
    -- Trump Atlantic City Corporation; and
    -- Trump Taj Majal Associates.

As of February 3, 2005, the TCH Debtors incurred $9,167,165 in
postpetition obligations, while the TAC Debtors incurred
$24,374,336.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


TRUMP HOTELS: Equity Committee Wants to Terminate Plan Exclusivity
------------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, the Official
Committee of Equity Security Holders ask the U.S. Bankruptcy Court
for the District of New Jersey to terminate Trump Hotels & Casino
Resorts, Inc., and its debtor-affiliates' exclusive periods to
file a plan of reorganization and to solicit acceptances of that
plan.

"The Debtors' Plan is a sweetheart deal for conflicted insiders
and other interested parties, including [Donald J.] Trump and for
UBS Securities LLC and its affiliates," Daniel K. Astin, Esq., at
The Bayard Firm, in Wilmington, Delaware, says.  "The Equity
Committee is entitled to a reasonable opportunity to test in the
open market the fairness of the Plan's multitude of insider
transactions."

Trump Hotels & Casino Resorts, Inc., on September 29, 2003,
entered into a confidentiality agreement with DLJ Merchant
Banking Partnership III, LP, to develop a recapitalization plan.
The confidential agreement later turned into an "exclusivity
agreement" barring the Debtors from negotiating or providing
confidential information to any party other than DLJ Merchant.
Pursuant to the exclusivity agreement, DLJMB is to invest $400
million to sponsor a recapitalization of THCR.

The Debtors admitted that the DLJMB transaction would have caused
the interests of THCR's shareholders to be "substantially
diluted."  The Equity Committee believes that the dilution would
have also affected Mr. Trump but he would have benefited
materially in a multitude of other ways.  In September 2004, the
Debtors terminated discussions for a potential equity investment
by DLJMB.  "At this point the Debtors' management could have --
but did not -- seek alternative transactions that would benefit
shareholders other than Mr. Trump," Mr. Astin notes.

Eventually, the Debtors entered into a Restructuring Support
Agreement with Mr. Trump and various noteholders.  The
Restructuring Support Agreement provided Mr. Trump with virtually
the same benefits that he was to have received under the DLJMB
transaction.

The Restructuring Support Agreement further cemented the Debtors'
path toward a reorganization that benefited Mr. Trump at the
expense of all other shareholders.  The Restructuring Support
Agreement outlines the terms of the Debtors' proposed Plan and
obligates the Debtors to work diligently toward confirmation of
the Plan -- and only the Plan.  Furthermore, the Restructuring
Agreement permits Mr. Trump to unilaterally pull the plug on the
Plan if its terms are not consistent with the Term Sheet or, for
any items not otherwise set forth on the Term Sheet, will not be
in form or substance reasonably acceptable to him.

At Mr. Trump's bidding, the Debtors placed themselves in a
position where, unless the Court orders otherwise, all they can
do is move forward with a Plan that provides lucrative insider
deals to Mr. Trump and virtually wipes out other shareholders'
interests.  The Plan provides for the virtual elimination of
existing non-insider equity interests.  "The most pervading theme
of the Plan, however, is the omnipresence of Mr. Trump," Mr.
Astin observes.

The Equity Committee outlines the Debtors' "gift basket" to Mr.
Trump:

    1) A "Services Agreement," pursuant to which Mr. Trump will
       receive $2 million per year in cash, plus bonuses and other
       fringe benefits, in exchange for attending a few board
       meetings and "promotional events";

    2) Limited partnership interests that Mr. Trump can convert
       into more than 22% of the common stock of the reorganized
       Debtors;

    3) Mr. Trump's right to veto any sale of any the Debtors' four
       primary casino assets, which can only be overridden if the
       Debtors agree to indemnify Mr. Trump for as much as
       $100 million of Trump's personal income tax liabilities
       associated with any sale;

    4) A three-year right of first refusal to act as contractor
       for any construction project at the Debtors' properties
       with an initial budget of more than $35 million;

    5) Subject to minimum ownership levels, the right to nominate
       between one and three of the Debtors' nine directors, plus
       veto power over an additional director;

    6) The Debtors' 24.5% limited partnership interest and 0.5%
       general partnership interest in Miss Universe LP, LLP; and

    7) The fee, leasehold, and easement interests in the former
       World's Fair site, into which the Debtors sunk over
       $26 million in demolition costs only five years ago.

The Debtors defend Mr. Trump's largess under the Plan by
asserting that a "Special Committee" of the Board of Directors
has investigated the fairness of these transactions.  The
"Special Committee," however, appears to have been nothing more
than a rubber stamp for Mr. Trump's own grand designs.  The
Equity Committee believes that the "Special Committee" is not an
appropriate substitute for true market testing as required by the
Supreme Court's decision in Bank of America v. 203 N. LaSalle St.
Partnership, 526 U.S. 434, 119 S.Ct. 1411 (1999).  In the Debtors'
Amended Disclosure Statement, they even admit that the "Special
Committee has not undertaken an independent valuation of each
component of consideration to be received by [Mr. Trump] under
the Plan."

After reviewing the Plan and Disclosure Statement, the Equity
Committee concludes that they are "seriously deficient."  The
Plan not only wipes out existing shareholder interests, but also
provides insider benefits for Mr. Trump.  Thus, in proposing the
Plan, Mr. Trump and the rest of management are not representing
the interests of shareholders, but their own.

Mr. Astin contends that the Plan must be contrasted with what
could be achieved if it were proposed for the benefit of the
estates as whole.  However, only the Debtors can propose a plan
of reorganization this time with their plan exclusivity period
under Section 1121 of the Bankruptcy Code currently extending
through May 20, 2005.  Only by terminating exclusivity can the
Court permit a fair market testing of the Debtors' Plan and allow
other parties to propose a competing plan that will bring more
value to the Debtors' estates.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


TRUMP HOTELS: File First Amended Plan & Disclosure Statement
------------------------------------------------------------
To resolve various creditors' concerns and smooth the road to
confirmation, Trump Hotels & Casino Resorts, Inc., and its
debtor-affiliates delivered to the U.S. Bankruptcy Court for the
District of New Jersey on February 1, 2005, an amended Joint Plan
of Reorganization and Disclosure Statement.

The Debtors made a number of material changes to their Plan of
Reorganization.

A full-text copy of the blacklined Chapter 11 Plan is available
for free at:

      http://www.thcrrecap.com/pdfs/451-500/02-01-05-483.pdf

A full-text copy of the blacklined Disclosure Statement is
available for free at:

      http://www.thcrrecap.com/pdfs/451-500/02-01-05-484.pdf

Exhibits to the Amended Disclosure Statement include:

    -- THCR Debt Restructure

       http://www.thcrrecap.com/pdfs/451-500/02-01-05-488.pdf

    -- Preliminary Analysis of General Unsecured Claims

       http://www.thcrrecap.com/pdfs/451-500/02-01-05-491.pdf

As part of the amendments, the Debtors indicate that in addition
to the support of the Debtors, Donald J. Trump, the TAC
Noteholder Committee, and the TCH Noteholder Committee to the
Plan, Local 54, AFL-CIO, which represents the interests of about
3,200 of the Debtors' employees, also supports the Plan.

                         DJT Transactions

To address objections on the disclosure relating to transactions
with Donald J. Trump, the Debtors makes it clear that Mr. Trump
will, in addition to investing $55 million in cash, contribute
around $16.4 million aggregate principal amount of TCH Second
Priority Notes to reorganized THCR Holdings on the Effective
Date, upon the terms set forth in the DJT Investment Agreement.

Pursuant to the DJT Investment Agreement, Mr. Trump will receive
among others, the New DJT Warrant, THCR's 25% beneficial
ownership interests in Miss Universe, LP, LLP, and the parcels of
land and appurtenances in Atlantic City, constituting the former
World's Fair site.

    Property Mr. Trump Will
    Receive Under the DJT
    Investment Agreement                        Estimated Value
    -----------------------                     ---------------
    New DJT Warrant                    $5 million - $10 million

    THCR's 25% ownership interests
    in Miss Universe                                 $5 million

    World's Fair Site Properties                   $7.5 million

              Valuation of DJT New Trademark Agreement

Under the Plan, the Debtors and Mr. Trump will enter into a New
Trademark License Agreement, which will grant Reorganized THCR
Holdings a perpetual, exclusive, royalty-free license to use Mr.
Trump's name and likeness in connection with the Debtors' casino
and gaming activities.

The DJT New Trademark License Agreement has been valued at
approximately $124 million by an independent third-party
independent appraiser, and the Debtors believe that the agreement
is substantially more valuable than the prior trademark agreement
existing between THCR and DJT, which has been valued at between
$50 and $82 million.

The $124 million valuation takes into account THCR's option to
pay up to $5 million in annual royalties for continued use of Mr.
Trump's name and likeness in the event that the DJT Services
Agreement is terminated.

                      Class A Nomination Period

As provided in the Amended Plan, the Nomination Period for Class
A Directors of reorganized THCR will begin on the Effective Date
and terminate on the earlier of:

    (i) the date immediately after the date on which the sixth
        annual meeting of stockholders of reorganized THCR
        after the Effective Date will be held; and

   (ii) the time as the stockholders of reorganized THCR will fail
        to elect Mr. Trump to the board of directors of
        reorganized THCR.

               Currently Issued Old THCR Common Stock

To specifically address the objection of the Official Committee
of Equity Security Holders on the Disclosure Statement's failure
to identify the number of currently issued shares of Old THCR
Common Stock, the Debtors added this paragraph in the Amended
Disclosure Statement:

    "There are 29,904,764 shares of Old THCR Common Stock issued
    and outstanding, 9,960,884 of which are beneficially owned by
    DJT and his controlled affiliates.  In addition, DJT owns
    options to purchase up to 1,800,000 shares of Old THCR Common
    Stock, and beneficially owns Old THCR LP Interests
    exchangeable at his option into 13,918,723 shares of Old THCR
    Common Stock, giving him beneficial ownership of an aggregate
    of approximately 56.4% of Old THCR Common Stock (as of
    September 30, 2004, assuming currently exercisable options
    and Old THCR LP Interests held by DJT are exercised or
    exchanged)."

                          New Common Stock

To explain what percentage each share of New Common Stock will
represent of the total number of shares of New Common Stock to be
issued, this has been added to the Disclosure Statement:

    "Upon the Effective Date, the authorized capital stock of
    Reorganized THCR will consist of 50,000,000 shares of New
    Common Stock, par value $0.001 per share, 41,334,460 of which
    shall be issued and outstanding (or reserved for issuance,
    including the Reserve Shares and shares reserved for issuance
    upon exercise of the New DJT Warrant or upon exchange of the
    New THCR Holdings LP Interests beneficially owned by DJT, but
    excluding any shares reserved for issuance under the New THCR
    Stock Incentive Plan)."

                            DLJMB Claims

To address DLJ Merchant Banking Partners III, LP's assertion that
the Disclosure Statement fails to adequately describe its claims,
Debtors added this to the Disclosure Statement:

    "On January 26, 2005, DLJMB filed an objection to the
    Disclosure Statement stating, among other things, that DLJMB
    has asserted a Claim for payment of $25 million under the
    DLJMB Tail, plus expenses of at least $1 million against the
    five Debtors that were signatory to the Letter Agreements. . .
    The Debtors are evaluating DLJMB's Claim and reserve all
    rights with respect thereto (including the right to dispute
    the amount of such Claim with the Bankruptcy Court)."

                    Power Plant Group Litigation

To address the objection of The Cordish Company, Power Plant
Entertainment, LLC, Native American Development, LLC, Richard T.
Fields, and Coastal Development, LLC, the Debtors included in the
Amended Disclosure Statement information relating to the Power
Plant Group Litigation and counterclaims.  The Debtors disclosed
two lawsuits that Trump Hotels & Casino Resorts Development Co.,
LLC, filed -- one against the Paucatuck Eastern Pequot Indian
Tribal Nation and the other against Power Plant and Native
American.

The Amended Disclosure Statement also included the Power Plant
Group's allegations against THCR Development and Trump Hotels &
Casino Resorts Holdings, LP.  Specifically, the Power Plan Group
alleges that the two Debtors "have engaged in willful and
malicious, tortious conduct, which has given rise to claims and
counterclaims which the Power Plant Group now asserts for damages
that the Power Plant Group estimates will exceed $500 million."
THCR Development disagrees with these allegations.

                         Special Committee

THCR's board of directors formed a special committee of
independent directors to monitor, assist with and advise THCR's
board and management on the Debtors' restructuring efforts, and
the Special Committee retained Ropes & Gray LLP and Jefferies &
Company, Inc., as the Special Committee's respective legal and
financial advisors.

The Special Committee will continue during the pendency of the
Chapter 11 Cases to exercise oversight of the Debtors' operating
businesses and affairs with a view towards, among other things,
looking after the interests of the Debtors' public shareholders,
with respect to the ongoing negotiation and documentation of the
recapitalization plan that is the subject of the Restructuring
Support Agreement, which will be effectuated through the Plan.

                            Projections

At the end of 2009, the Debtors state, THCR is projected to have
a total leverage ratio of 3.9x down from 6.2x at assumed
emergence from chapter 11 and an interest coverage ratio of 3.1x
up from 1.9x at assumed emergence from chapter 11.  Execution of
its business plan and the resulting deleveraging should
facilitate a refinancing of the Debtors' projected indebtedness
if the Reorganized Debtors choose to do so.

Moreover, the Debtors believe that Trump Casino Holdings, LLC,
would not be able to survive on its own without participating in
the recapitalization transactions contemplated under the Plan.
If TCH were reorganized on a stand-alone basis and its
approximately $493.8 million debt (plus interest, fees and
penalties) were reinstated, existing interest payments would
continue as currently scheduled (including the payment due in
March 2005).  Each six months, TCH must pay approximately $17.9
million in interest.  However, TCH's stand-alone cash flow is
insufficient to service interest payments on the reinstated
notes.  As of March 2005, after giving effect to the March 2005
interest payment, TCH's cash balance would fall to a negative
$18.5 million.  Moreover, the State of Indiana has asserted a
Priority Tax Claim of $20 million.  After lengthy negotiations,
TCH has reached an agreement to pay such tax in full over a 12-
month period; without the recapitalization contemplated by the
Plan, TCH would not general the cash flows sufficient to pay that
tax or reach a deal satisfactory to the State of Indiana to pay
the tax over time.

During the first three months of the cases, TCH has been a net
borrower under the existing DIP Facility; absent the
recapitalization contemplated by the Plan, TCH would default
under the DIP Facility.  Further, TCH would need to incur
additional overhead and expenses in hiring a new management team
and operating independently from TAC.  Finally, the assets of
TCH (principally consisting of the Trump Indiana Casino and the
Trump Marina Casino) operate in highly competitive markets; to
remain competitive, TCH needs to consistently dedicate
approximately 5% of its current revenues to capital expenditures
and an additional 2-3% to catch up with capital expenditures the
Debtors have foregone over the past few years.  As a result, the
Debtors did not independently value TCH's assets.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


UNITED REFINING: Moody's Affirms B3 Sr. Implied & B3 Note Ratings
-----------------------------------------------------------------
Moody's affirmed the B3 senior implied and B3 note ratings for
United Refining following the Company's announced $25 million
senior unsecured add-on to the Company's existing $200 million
senior unsecured guaranteed notes.

The add-on offering, which will have the same B3 rating as the
existing notes, will be used to repay bank borrowings utilized for
working capital needs, freeing up needed liquidity in the face of
very high crude oil prices.

The stable outlook is still very sensitive to the Company's very
high leverage, inherent margin volatility; the ability to maintain
adequate cash and liquidity (especially under the currently very
high commodity price environment); and the Company's ability to
restrict senior secured debt borrowings in order to minimize the
effective subordination the senior unsecured notes would otherwise
face through seasonal clean-up of senior secured debt outstanding.

While the $25 million add-on notes will at least help maintain
liquidity and bondholder value by repaying secured revolver
borrowings, the additional long-term debt does increase the
pressure of being able to reduce debt ahead of the next refining
margin correction and raise the level of debt service requirements
in a weaker margin environment.

The outlook also assumes that United Refining will limit
restricted payments permitted under the indenture to the $25
million allowed for the planned $400 million Coker project until
the project is operating and performing roughly in-line with
design specifications.  

Moody's notes the indenture also permits an additional $30 million
of investments other than the planned Coker, however, this amount
must be reduced by investments made in the Coker if United
Refining does not build or decides to abandon the project, or the
full $30 million must be deferred until the Coker project is up
and running close to designed specifications, assuming the minimum
fixed charge coverage is achieved.

Though the permitted indenture carveouts for the Coker project
have already been incorporated in United Refining's ratings,
Moody's will review of the final financing structure of the Coker
project to determine whether there is any further impact to the
ratings.

The ratings remain restrained by the inherent volatility of United
Refining's earnings and cash flow; the significant aggregate
carveouts permitted in the indenture; historical distribution
trends to the controlling shareholder; United's single refinery
status; high debt levels; increased working capital requirements
due to high oil prices; and a need for more direct monetary
support from the Red Apple Group (RAG), its shareholder.

The B3 ratings and stable outlook are supported by continued
strong sector crack spreads and historically wide sector
light/heavy crude differentials driving greatly improved earnings
and cash flow over the past year as the Company has the ability to
run over 50% medium/heavy sour crude.  This has enabled United to
exhibit significantly improved credit metrics, which Moody's
expects to continue over the near term.

The Company's financial leverage has improved as lease adjusted
debt/EBITDAR has been lowered from 6.1x for the quarter ended
2/28/04 to 4.0x for the quarter ended 11/30/04.  However, book
leverage remains very high with lease-adjusted debt/capitalization
of 86% as of 11/30/04.

The ratings are also supported by United Refining's large asphalt
business; cash flow diversification from its 371 unit (184 United
owned) retail network, though facing stiff competition; and to a
small degree implicit shareholder, Red Apple Group (RAG) support.

Currently, the note ratings are not notched from the senior
implied rating since the bonds are unconditionally guaranteed by
United Refining's current and future subsidiaries and the secured
debt appears to be self liquidating.  

However, if it becomes evident that the secured debt is no longer
self-liquidating; secured borrowings become material; or use of
the restricted payments baskets appears to be usurping value from
the bondholders, Moody's will re-assess notching the notes.

Moody's ratings actions for United Refining are:

  i) Affirmed at B3-- United's senior implied rating

ii) Affirmed at Caa1 -- United's senior unsecured issuer rating

iii) Affirmed at B3 -- $225 million senior unsecured notes

United Refining Company is headquartered in Warren, Pennsylvania.


UNITED REFINING: S&P Assigns B- Rating to $25 Million Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
independent petroleum refiner and retail marketer United Refining
Co.'s (B-/Stable/--) $25 million senior notes due 2013.  The notes
are an add-on to United's $200 million senior notes issued in
July 2004.  At the same time, Standard & Poor's affirmed the
ratings on United.  The outlook remains stable.

Warren, Pennsylvania-based United has roughly $260 million in
debt, pro forma for the new notes.  Proceeds from the sale of the
notes will be used to repay debt under its credit facilities.

The ratings on United reflect the significant challenges the
company faces as a small independent, private petroleum refiner
and marketer with substantial debt, participating in a
competitive, erratically profitable, and highly capital-intensive
industry.  These weaknesses are tempered by the company's niche
market and related transportation cost advantage, ability to
process heavy-sour crude oil, modest spending necessary to meet
upcoming clean-fuels requirements, and sufficient cash resources
for at least the next year.

"The stable outlook on United reflects Standard & Poor's
expectations that the company's debt leverage has reached the
upper end of its targeted area," said Standard & Poor's credit
analyst Paul B. Harvey.  It is expected that the company will
manage its operations and any growth initiatives in a manner that
does not increase leverage.  "The stable outlook also assumes that
the company will maintain adequate liquidity and that clean-fuels
and maintenance capital-spending requirements will be funded
internally, and substantial debt reduction is necessary before
Standard & Poor's would consider positive ratings actions," he
continued.  Conversely, a deterioration in liquidity or leverage
measures would likely result in negative rating pressure.  


US UNWIRED: Dec. 31 Balance Sheet Upside-Down by $262.8 Million
---------------------------------------------------------------
US Unwired Inc. (OTCBB:UNWR), a Sprint (NYSE:FON) Network Partner,
reported consolidated revenues of $152.6 million for the three-
month period ended December 31, 2004.  US Unwired posted a
consolidated Net Loss of $29.3 million and consolidated Adjusted
EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization) of $16.8 million for fourth quarter of 2004.  For
the year, US Unwired posted a consolidated Net Loss of $130.2
million on $594.8 million of consolidated revenue and generated
$99.2 million of consolidated Adjusted EBITDA.

On Jan. 4, 2005, IWO Holdings, Inc., and its debtor-affiliates
filed a "pre-packaged" plan of reorganization with the United
States Bankruptcy Court for the District of Delaware which would
eliminate US Unwired's ownership of IWO and IWO's $355 million of
debt on US Unwired's consolidated financial statements.  The Court
confirmed the plan on Feb. 9, 2005.

For the fourth quarter of 2004, US Unwired excluding the
operations of IWO Holdings, reported a Net Loss of $29.3 million
and Adjusted EBITDA of $16.3 million on revenues of $107.9
million.  For the full year of 2004, the Company's Net Loss was
$130.2 million, while Adjusted EBITDA and revenues were $78.4
million and $417.6 million, respectively.

"Our Company finished the year with an exceptionally strong
quarter, particularly in sales, where we tripled last quarter's
net subscriber additions.  The 20,076 net new customers added
during the quarter capped a strong year during which we increased
our subscriber base by 17%.  This feat is even more impressive
given that our cost per gross subscriber addition was only $333
for the fourth quarter and even less for the full year.  
Additionally, our CDMA network continues to show its superiority
in design as our dropped and blocked calls fell to an all-time low
of 1.3% and 1.4%, respectively, during the final period of the
year," said Robert Piper, US Unwired's President and Chief
Executive Officer.

For the fourth quarter of 2004, monthly average minutes of use per
subscriber were 1,011 with roaming and 780 without roaming, while
total system minutes of use were approximately 1.5 billion,
including 464 million roaming minutes.  For the full year, monthly
average minutes of use per subscriber were 982 with roaming and
742 without roaming, and total system minutes of use were
approximately 5.7 billion, including 1.8 billion roaming minutes.

In the fourth quarter, US Unwired redeemed $41.1 million aggregate
face amount of its 13 3/8% Senior Subordinated Discount Notes due
2009.  The redemption finalized a series of transactions competed
throughout 2004 that collectively eliminated approximately $22
million of interest expense annually.  At Dec. 31, 2004, the
Company had cash of approximately $80.4 million.

                     Certain Lease Issues

Like many other publicly traded companies, US Unwired is reviewing
its accounting practices with respect to lease accounting.  
Historically, when accounting for operating leases with escalation
provisions, the Company has recorded lease expense at the current
rate specified in the lease.  The Company has re-evaluated its
position and has determined that its operating leases should be
recognized on a straight line-basis over the term of the lease.  
The Company is currently determining the financial effect of
straight-lining its operating leases, and, if material, will
adjust prior period financial statements.  For the year ended
December 31, 2004, the Company estimates the impact to US Unwired
on a consolidated basis to be a decrease of $0.7 million in cost
of service and net loss and to US Unwired, excluding the
operations of IWO Holdings, to be a decrease of $1.2 million in
cost of service and net loss.

The review is being undertaken in consultation with the company's
audit committee of the board of directors and its independent
public accounting firm, Ernst & Young LLP.  As the adjustment
relates solely to accounting treatment, it does not affect US
Unwired's historical or future cash flows or the timing of
payments under the related leases.  The review is not attributable
to any material non-compliance by the company with any financial
reporting requirement under the federal securities laws.

                           About Sprint

Sprint offers an extensive range of innovative communication
products and solutions, including global IP, wireless, local and
multiproduct bundles.  A Fortune 100 company with more than $27
billion in annual revenues in 2004, Sprint is widely recognized
for developing, engineering and deploying state-of-the-art network
technologies, including the United States' first nationwide all-
digital, fiber-optic network; an award-winning Tier 1 Internet
backbone; and one of the largest 100-percent digital, nationwide
wireless networks in the United States.  For more information,
visit http://www.sprint.com/mr

                        About US Unwired

Headquartered in Lake Charles, Louisiana, US Unwired Inc. --
http://www.usunwired.com/-- holds direct or indirect ownership  
interests in four PCS affiliates of Sprint: Louisiana Unwired,
Texas Unwired, Georgia PCS and Gulf Coast Wireless.  Through
Louisiana Unwired, Texas Unwired and Georgia PCS, US Unwired is
authorized to build, operate and manage wireless mobility
communications network products and services under the Sprint
brand name in 48 markets, currently serving approximately 470,000
PCS customers.  US Unwired's PCS territory includes portions of
Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi,
Oklahoma, Tennessee and Texas.  

At Dec. 31, 2004, US Unwired's balance sheet showed a $262,788,000
stockholders' deficit, compared to a $229,767,000 deficit at
Dec. 31, 2003.


VARTEC TELECOM: Wants Exclusive Filing Period Stretched to June 1
-----------------------------------------------------------------
Vartec Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to extend the
period within which they have the exclusive right to file a
chapter 11 plan to June 1, 2005.  The Debtors also ask the Court
to extend the period within which they have the exclusive right to
solicit acceptances of that plan to August 1, 2005.

The Debtors hope to use the requested extension to, among other
things, negotiate a global settlement of claims asserted by
independent representatives and develop a well-vetted business
plan.  Once those tasks are accomplished, the Debtors will have
the information and time needed to analyze the likely distribution
to their unsecured creditors and formulate a feasible, and
hopefully consensual, plan.

The Debtors intend to focus on:

     (i) finalizing a global settlement with the IRs by early
         March 2005,

    (ii) complete a business plan by April 1, 2005, and

   (iii) file a plan and disclosure statement by June 1, 2005.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service  
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81695).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VENTURE HOLDINGS: Soliciting Bids for Venture & Deluxe Assets
-------------------------------------------------------------
The Honorable Thomas J. Tucker of the U.S. Bankruptcy Court for
the Eastern District of Michigan entered a Sales Procedure Order
at the request of VENTURE HOLDINGS COMPANY, LLC, DELUXE PATTERN
CORPORATION, and their debtor-affiliates.  The Sales Procedures
Order authorizes the Debtors to accept bids for substantially all
of the assets of the Venture Debtors and the Deluxe Debtors and
sets up a uniform competitive bidding process for the sale of
those assets to the highest and best bidder, free and clear of all
liens, claims and encumbrances, by April 30, 2005.

                        DIP Financing Expired

On December 31, 2004, the Debtors' debtor-in-possession financing
facilities expired by their own terms.  As a result, the Debtors
do not have access to funding necessary to maintain their
operations.  

                      Chapter 11 Plan in Limbo

On May 18, 2004, the Debtors filed their Second Amended Joint Plan
of Reorganization, and amended the Plan on May 25, 2004.  A
confirmation hearing began on June 18, 2004, and (after 18 days of
testimony from 13 witnesses, numerous designations of deposition
testimony, and the presentation of 225 trial exhibits) concluded
on Oct. 8, 2004.  Judge Tucker has yet to rule on confirmation of
the Plan.  

                        Selling the Assets

Because confirmation is up in the air and the company doesn't have
adequate working capital financing, the Debtors, their core
creditor constituencies and their major customers have proposed to
sell the Company's assets.  

All requests for information regarding the Assets should be made
in writing and directed to:

          Michael Barr
          Rothschild Inc.
          1251 Avenue of the Americas
          New York, New York 10020

Copies of the Sale Motion and the Sale Procedures Order are
available at no charge from Venture Debtors' claims and noticing
agent, Administar Services Group, at:

          http://www.administar.net/venture/

The Bidding Procedures approved by Judge Tucker require that
initial bids must be in writing, must comply with the terms of the
Bid Procedures and must be delivered to:

          David Barnes          
          Venture Holdings Company LLC
          6555 15 Mile Road
          Sterling Heights, Michigan 48312

               - and -

          Nicole Y. Lamb-Hale, Esq.
          John A. Simon, Esq.
          Foley & Lardner LLP
          One Detroit Center
          500 Woodward Ave., Ste. 2700
          Detroit, Michigan 48226

               - and -

          Steven Towbin, Esq.
          Deluxe Pattern Corporation
          c/o Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
          321 North Clark Street, Ste. 800
          Chicago, Illinois 60610

not later than 4:00 p.m. prevailing Eastern time on March 28,
2005.   

If more than one Qualified Bid is received by the March 28 Bid
Deadline, the Venture Debtors and the Deluxe Debtors will conduct
an Auction with respect to the Assets.  The Auction will be held
on March 30, 2005, at a time and place to be determined.  Only
Qualified Bidders that submit Qualified Bids are eligible to
participate in the Auction.  In order to become a Qualified
Bidder, an interested party must meet certain requirements
pursuant to the Sale Procedures Order and the Bid Procedures,
including without limitation the delivery of certain documents
specified in the Bid Procedures on or before March 21, 2005.  All
interested parties are invited to qualify for participation at the
Auction and to present Qualified Bids in accordance with the Bid
Procedures and Sale Procedures Order.

The Sale Hearing will take place on April 6, 2005 at 11:00 a.m.
(prevailing Eastern time) at the United States Bankruptcy Court
for the Eastern District of Michigan, 211 West Fort Street,
Detroit, Michigan, 48226.  Objections to the Sale, if any, must be
filed with the Bankruptcy Clerk no later than 4:00 p.m.
(prevailing Eastern time) on April 4, 2005, and served on:

     Counsel to the Venture Debtors:

          Judy A. O'Neill, Esq.
          Foley & Lardner LLP
          500 Woodward Ave., Suite 2700
          Detroit, Michigan 48226

     Counsel to the Deluxe Debtors:

          Steven Towbin, Esq.
          Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
          321 North Clark Street, Suite 800
          Chicago, Illinois 60610

     Counsel to the Agent for the Venture Debtors'
     prepetition senior lenders:

          Larry J. Nyhan, Esq.
          Sidley Austin Brown & Wood LLP
          Bank One Plaza
          10 South Dearborn Street
          Chicago, Illinois 60603

     Counsel to Black Diamond Commercial Finance, LLC,
     as agent to the Venture Debtors' debtor-in-possession
     credit facilities:

          Tim Pohl, Esq.
          Skadden Arps Slate Meagher & Flom LLP
          333 West Wacker Drive
          Chicago, Illinois 60606

     Counsel to General Motors Corporation:

          Robert B. Weiss, Esq.
          Honigman Miller Schwartz and Cohn LLP
          2290 First National Building
          660 Woodward Ave.
          Detroit, Michigan 48226

     Counsel to Ford Motor Company:

          Stephen S. LaPlante, Esq.
          Miller, Canfield, Paddock and Stone P.L.C.
          150 West Jefferson, Suite 2500
          Detroit, Michigan 48226

          
     Daimler Chrysler Corporation:

          Kim Kolb
          Daimler Chrysler Corporation
          1000 Chrysler Drive
          Auburn Hills, Michigan 48326-2766

     Counsel to Larry J. Winget:

          Nancy Mitchell, Esq.
          Greenberg Traurig LLP
          77 West Wacker Drive, Suite 2500
          Chicago, Illinois 60601

     Counsel to the Official Committee of Unsecured Creditors
     in the Venture Debtors' Chapter 11 cases:

          Fred Hodara, Esq.
          Akin Gump Strauss Hauer & Feld LLP
          590 Madison Avenue
          New York, New York 10022

Venture Holdings Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. Mich. Case No. 03-48939) on
March 28, 2003.  Deluxe Pattern Corporation and its debtor-
affiliates filed for chapter 11 protection on May 24, 2004 (Bankr.
E.D. Mich. Case No. 04-54977).  Together, Venture and Deluxe are
part of a worldwide full-service automotive supplier, systems
integrator and manufacturer of plastic components, modules and
systems.


WINN-DIXIE: Posts $399.7 Million Net Loss in Second Quarter
-----------------------------------------------------------
Winn-Dixie Stores, Inc. (NYSE: WIN) released its financial results
for the second quarter of its 2005 fiscal year, which ended on
Jan. 12, 2005.

During the second quarter of fiscal 2005, the Company had a net
loss from continuing operations of $327.4 million, compared to a
net loss from continuing operations of $65.7 million, during the
second quarter of fiscal 2004.  The net loss included a charge of
$10.0 million, related to restructuring and non-cash asset
impairment charges and a non-cash income tax expense of $248.0
million, related to recognition of a valuation allowance on the
Company's net deferred tax assets.  The recognition of the
valuation allowance offsets the Company's net deferred tax assets,
which consist of the tax effect of items such as book expenses
that are not currently deductible and net operating loss
carryforwards, which could be deducted from taxable income in
future years.

Operating loss from continuing operations, absent restructuring
and impairment charges, for the sixteen weeks ended Jan. 12, 2005,
was $58.6 million, compared with $70.1 million during the sixteen
weeks ended Jan. 7, 2004.  Operating loss from continuing
operations, absent restructuring and impairment charges, for the
twenty-eight weeks ended Jan. 12, 2005 was $69.9 million, compared
with $57.7 million during the twenty-eight weeks ended Jan. 7,
2004.  A reconciliation of operating loss to operating loss absent
restructuring and impairment charges is included in this press
release.

The Company incurred a net loss from discontinued operations of
$72.3 million, for the second quarter of fiscal 2005, compared
with a net loss from discontinued operations of $13.8 million,
during the second quarter of fiscal 2004.  The net loss from
discontinued operations for the second quarter includes non-cash
charges from lease accruals on closed stores totaling $31.9
million, or $0.23 per diluted share, and non-cash income tax
expense of $17.2 million, or $0.12 per diluted share, related to
the reversal of the tax benefit recognized in the first quarter of
fiscal 2005 due to the recognition of a valuation allowance.

Including discontinued operations, the Company reported a net loss
of $399.7 million for the second quarter of fiscal 2005, or $2.84
per diluted share, as compared to a net loss of $79.5 million, for
the second quarter of fiscal 2004.

Sales from continuing operations for the 16 weeks ended January
12, 2005 were $3.1 billion, a decrease of 4.7% from the same
quarter last year.  Identical store sales from continuing
operations, which include enlargements and exclude stores that
opened or closed during the period, decreased 4.9% for the second
quarter as compared to the same period last year.  Comparable
store sales from continuing operations, which include replacement
stores, decreased 4.8% for the quarter compared to the same
quarter in fiscal 2004.

Gross margin from continuing operations as a percentage of sales
was 26.4% for the second quarter, up from 25.4% in the second
quarter of fiscal 2004 but down from 26.9% in the first quarter of
fiscal 2005.  The decline in margin from the first quarter of
fiscal 2005 was due primarily to increased inventory shrinkage,
particularly in the area of perishables.

Commenting on the quarter, Peter Lynch, President and Chief
Executive Officer, said, "This was a tough quarter for the
Company, with competition continuing to intensify and holiday
sales below anticipated levels. The decline we have experienced
needs to be addressed swiftly and we intend to do so.  Having
spent the last two months taking an in-depth look at the Company
and visiting over 50 stores across our chain, it's clear to me
that Winn-Dixie has both serious challenges and significant
opportunities.  The Company has great locations in many desirable
markets, but the merchandising in many locations needs improvement
and there is a lack of excitement in the stores."

Mr. Lynch continued, "My immediate focus is on quickly and cost-
effectively improving sales across the entire chain.  I believe
improving the execution of merchandising and sales-focused
initiatives, reinvigorating our Associates, and restoring a sales-
driven culture across the organization can achieve sales growth
quickly without significant capital expenditure.  We are therefore
improving perishables offerings and other product merchandising,
as well as implementing store sales competitions and other
initiatives to get our Associates excited about driving sales.
These tactics have proven successful in my previous turnaround
experience, and I believe they can work at Winn- Dixie."

Commenting on the Company's lead market initiative, Mr. Lynch
said, "The lead market initiative is strategically sound.  
Although there are some execution improvements within the lead
markets that we intend to make, since the last hurricane hit South
Florida approximately 14 weeks ago, our lead market stores have
reported better sales performance than the rest of the chain
during the same period.  We expect to begin the full launch of the
entire program in our two lead markets with a supporting
advertising campaign later in the third quarter."

As of Feb. 10, Winn-Dixie has completed store upgrades in 65 of
the 92 targeted stores in the Miami-Ft. Lauderdale Designated
Market Area (DMA), at a total cost of approximately $40 million.  
The Company expects that it will cost an additional $20 million to
complete the lead market upgrade in the Miami-Ft. Lauderdale DMA.
The Company has also upgraded all 22 stores in the Montgomery,
Alabama DMA at a cost of approximately $14 million.

Mr. Lynch continued, "There are several elements of the lead
market initiative, such as improved perishables, that have already
shown they can drive sales quickly and without significant capital
expenditure.  We are already beginning to incorporate these
elements into the execution and merchandising improvements that we
are deploying across the entire chain.  The successful
implementation of our short-term initiatives and convincing our
key constituencies, including our employees, customers and
vendors, of the soundness of our strategy is critical."

                   Asset Rationalization Update

Commenting on the asset rationalization plan, Mr. Lynch said, "The
plan was a difficult but important decision for the Company.  As
we approach the conclusion of the program, I am pleased to report
that the number of stores sold has exceeded our expectations.  As
a result, we now expect restructuring charges and losses to be
$230 million to $265 million, significantly below our initial
expectation range of $275 million to $400 million, and
approximately $205 million of these losses have been incurred
through the end of the second quarter.  Going forward, we will
continue to evaluate each store and market to ensure they continue
to support our efforts to grow profitable sales."

               Store Dispositions and Closures

As of the close of business on Feb. 9, the Company has exited 135
of the 156 total stores the Company plans to exit in both its core
and non-core markets.  Of these, 63 have been sold or subleased
and 72 have been closed.  Of the 72 stores that have been closed,
several involve leases that have expired or will expire by the end
of the fiscal year.  The Company is continuing to pursue the sale
or sublease of as many as possible of the remaining stores to be
exited. The Company continues to expect that it will complete the
exit from all 156 stores by the end of April 2005.

                    Distribution Centers

During the second quarter, the Company closed its Louisville,
Kentucky distribution center.  In addition to the Louisville
facility, the Company has previously closed its Raleigh, North
Carolina and Sarasota, Florida distribution facilities.  These
exits complete the Company's planned streamlining of its
distribution network as announced on Apr. 30, 2004.

                  Manufacturing Operations

The Company previously sold its Dixie Packers manufacturing
facility, closed its Miami, FL dairy and Greenville, SC ice cream
plant and transferred production to other facilities.  After the
end of the second quarter, the Company sold its Crackin' Good
Bakers and Crackin' Good Snacks manufacturing facilities based in
Valdosta, Georgia.  By the end of April 2005, the Company expects
it will exit its Montgomery Pizza manufacturing facility, the
final manufacturing asset to be sold as part of the asset
rationalization plan.

In addition, consistent with its determination in April 2004 that
all of its manufacturing facilities are non-core assets, the
Company has begun marketing for sale its remaining dairy
operations and its Chek Beverage, Deep South Condiments, and Astor
Products manufacturing assets.

                       Liquidity Update

As of Jan. 12, 2005, total liquidity was $176.3 million, which was
comprised of $31.6 million in cash and cash equivalents (including
cash in stores and ATMs of $11.5 million) and $144.7 million of
net borrowing availability under the Company's revolving credit
facility.  This net borrowing availability reflected a reduction
of $100 million due to the Company's failure to meet an earnings
before interest, taxes, depreciation, and amortization (EBITDA)
test under its revolving credit facility.  The other primary
reasons for the decline in liquidity, in addition to operating
losses, were higher than desired inventory levels at the end of
the second quarter and a decrease in accounts payable during the
second quarter.

Subsequent to the end of the second quarter, the Company obtained
from its bank group a waiver of the EBITDA test through June 29,
2005, thereby restoring up to $100 million of borrowing
availability under that facility.  This waiver is supported by a
requirement to perfect the bank group's security interest in
assets with a requisite value on or before Mar. 31, 2005.  The
Company also took other measures to improve short-term liquidity.
Primarily as a result of these measures, which were partially
offset by operating losses, the Company's estimated net borrowing
availability under the revolving credit facility increased to $275
million as of Feb. 9, 2005.

In the third quarter, the Company will take further steps to
continue to improve liquidity, including implementing sales
initiatives designed to increase sales and retail operating
profit, continuing to implement new inventory management
procedures, and implementing other actions to improve short-term
liquidity.  However, there can be no assurance that actions taken
to improve operations and liquidity will be effective. The
Company's liquidity will continue to be dependent upon the
continuation of existing bank and vendor financing.

Assuming the successful implementation of the Company's plans and
the continuation of vendor financing on current terms, management
believes that current cash on hand, available trade credit,
available borrowings under the revolving credit facility, cash
expected to be generated as a result of improvements in working
capital and the sales of assets will be sufficient to fund current
operating and capital needs.  However, in the event actions taken
to improve operations and liquidity are not effective or a
substantial restriction in or tightening of vendor credit terms
occurs, the Company may not have adequate liquidity to operate its
business.  In the longer term , the Company will need to produce
improved operating results or secure additional sources of capital
before it can expand the store upgrade program beyond the existing
lead markets or increase the scope and timing of full remodels.

Commenting on the Company's liquidity, Mr. Lynch stated, "The
Company's liquidity position at the end of the quarter was driven
primarily by operating losses, the failure to meet the EBITDA test
in our credit facility, increased inventory levels, and decreased
accounts payable levels.  We are pleased to have improved our
liquidity significantly since the end of the quarter through the
EBITDA waiver and other measures, and we are implementing several
initiatives designed to improve liquidity further."

                        About the Company

Winn-Dixie Stores, Inc., -- http://www.winn-dixie.com/--is one of  
the nation's largest food retailers. Founded in 1925, the Company
is headquartered in Jacksonville, FL.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2004,  
Standard & Poor's Ratings Services lowered its ratings on Winn-  
Dixie Stores Inc.   The corporate credit rating was lowered to  
'B-' from 'B'.  The outlook is negative.  

"The downgrade is based on weaker-than-expected profitability and  
cash flow," explained Standard & Poor's credit analyst Mary Lou  
Burde.  "Although the company should have sufficient liquidity to  
fund its near-term operating and capital needs, improved operating  
results or additional funding will be needed to execute longer-  
term strategic initiatives."


YUKOS OIL: Files Plan of Reorganization in Texas
------------------------------------------------
YUKOS Oil Company filed with the U.S. Bankruptcy Court for the
Southern District of Texas, a Plan of Reorganization explaining
how it intends to complete its Chapter 11 case and treat fairly
its creditors, shareholders and the Russian Government in that
Plan.

To implement its Plan, YUKOS also filed with the U.S. Bankruptcy
Court a Motion setting May 1, 2005, as the Bar Date for filing of
claims against the Company's bankrupt estate.

YUKOS also filed an Amended Motion to Arbitrate to ensure fair
treatment of any claims which will be filed by the Russian
Government.  That Motion asks the Court to send any Russian
Government claim to an international arbitral forum.  The Russian
Government agreed to this kind of arbitration under its Law on
Foreign Investments in the Russian Federation on July 9, 1999.

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: Files $20-Bil Plus Suit for Automatic Stay Violations
----------------------------------------------------------------
YUKOS Oil Company sued Gazprom, Gazpromneft, Baikal Finance Group
and Rosneft on Feb. 12, 2005, for more than $20 billion for their
role in expropriating Yuganskneftgaz in December 2004, in
violation of the automatic stay in the YUKOS Chapter 11 bankruptcy
case.

YUKOS also continued to sue agent bank, Deutsche Bank, to enjoin
it from violating the automatic stay in YUKOS' Chapter 11 case.  
YUKOS did not sue Deutsche Bank for damages on Friday, as it did
with these other four defendants.

As reported in the Troubled Company Reporter on Jan. 7, 2005, Zack
A. Clement, Esq., at Fulbright & Jaworski, LLP, in Houston,
Texas, related that the Temporary Restraining Order issued by the
Court on Dec. 16, 2004, was requested by Yukos to supplement and
specifically enforce the automatic stay of Section 362 of the
Bankruptcy Code, pursuant to an injunction issued under Section
105 of the Bankruptcy Code, to try to stop the conduct of the
Auction.

United States law gives the U.S. Bankruptcy Court for the
Southern District of Texas in Houston, exclusive jurisdiction over
the property of Yukos' Chapter 11 estate "wherever located."
Under the law, an automatic stay went into immediate effect when
the company filed for bankruptcy on December 14, 2004. The
automatic stay protects the company's assets through the
bankruptcy process.  It prevents creditors from collecting claims
(including tax claims) that arose prior to the bankruptcy filing
or from taking "possession" or "control" of Yukos property covered
under the filing.

The automatic stay and the Court's December 16 Temporary
Restraining Order barring the auction was violated when
Gazpromneft and Baikal Finance Group participated in the auction
on December 19.  Even though the TRO expired, the automatic stay
remains in force indefinitely through the bankruptcy process and
until lifted or amended by the Court.  Though Baikal Finance
Group, a previously unknown company, emerged as the winning bidder
in the auction, days later its shares were transferred to or
purchased by Rosneft, a government-owned oil company, itself set
to be acquired by Gazprom.

Yukos believes that the terms of the TRO apply to actions that
were taken by various parties at the Auction, including by Baikal
Finance Group, and to actions taken to consummate the sale of the
Stock and related transactions.  In any event, the TRO does not
limit the general application of the automatic stay.

Yukos asserts that the Stock is a property of its bankruptcy
estate, and that the Auction was a violation of the automatic
stay, which became immediately effective when Yukos filed for
bankruptcy.

Mr. Clement notes that if sale of the Stock is consummated, it
will damage Yukos in excess of $20 billion.

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: Wants to Hire Alvarez & Marsal as Restructuring Advisor
------------------------------------------------------------------
Yukos Oil Company seeks the Court's authority to employ Alvarez &
Marsal, LLC, as its restructuring advisor, effective as of the
Petition Date.

Yukos Chief Financial Officer Bruce K. Misamore believes that
Alvarez & Marsal will be able to provide the full range of
services the Debtor needs in its bankruptcy case because
Alvarez & Marsal:

   -- specializes in financial advisory work in corporate
      restructuring and distressed situations;

   -- is a recognized leader in the restructuring field because
      of its innovative solutions to complex financial
      restructurings;

   -- has extensive knowledge of the Debtor's industry;

   -- has been retained in numerous nationally prominent
      restructurings and reorganizations; and

   -- has the ability and experience to quickly acquire the
      knowledge and understanding of the Debtor's business in
      order to effectively represent the Debtor.

Pursuant to an employment agreement between the parties,
Alvarez & Marsal will provide:

   * Assistance with respect to strategic, financial, operational
     and bankruptcy process management matters relative to the
     Debtor's Chapter 11 proceeding;

   * Assistance with the development and approval of a Disclosure
     Statement and Plan of Reorganization;

   * Testimony as may be necessary during the course of the
     Chapter 11 proceeding and agreed to by Alvarez & Marsal; and

   * Other services as requested or directed by the Debtor and
     agreed to by Alvarez & Marsal.

Alvarez & Marsal makes no representation or guarantee (i) that an
appropriate restructuring proposal can be formulated for the
Debtor, (ii) that restructuring is the best course of action for
the company, or, (iii) if formulated, that any proposed
restructuring plan will be accepted by the Debtor's creditors,
shareholders and other constituents.

Alvarez & Marsal will directly report to the CFO and will make
recommendations to and consult with the CFO and other senior
officers as the CFO directs.

Dean E. Swick, a managing director of Alvarez & Marsal, will be
responsible for the overall engagement.  He will be assisted by
other Alvarez & Marsal personnel.

The Debtor will compensate Alvarez & Marsal for its services based
on these hourly rates:

        Managing Directors        $475 - $690
        Directors                 $375 - $510
        Associates                $275 - $400
        Analysts                  $150 - $300

Alvarez & Marsal will receive a minimum of $200,000 per month for
10 months or until an aggregate of $2 million in fees has been
reached.  Thereafter, the fees will be calculated at the hourly
rate with no monthly minimum.  If the Debtor's case is confirmed
or dismissed prior to the point the $2 million mark is reached,
then fees accrued at the greater of actual fees based on hours
billed or $200,000 minimum per month will be due to the date of
that confirmation or dismissal.

The Debtor will pay directly or reimburse Alvarez & Marsal upon
receipt of periodic billings, for all reasonable out-of-pocket
expenses incurred in connection with its rendered services.  
Alvarez & Marsal will also be reimbursed for the reasonable fees
and expenses of its counsel incurred in connection with the
preparation, negotiation, enforcement and approval of its
employment agreement with the Debtor.

The Debtor will remit a $400,000 retainer to Alvarez & Marsal upon
Court approval of the engagement, which will be credited against
any amounts due at the termination of Alvarez & Marsal's
engagement and the excess returned upon the satisfaction of all
obligations.

Neither Alvarez & Marsal nor any of its personnel or
subcontractors will be considered an employee or agent of the
Debtor, and the personnel and subcontractors of Alvarez & Marsal
are not entitled to any of the benefits that the Debtor provides
for its employees.

Alvarez & Marsal will keep as confidential all non-public
information received from the Debtor except (i) as requested by
the Debtor or its legal counsel; (ii) as required by legal
proceedings; or (iii) as reasonably required in the performance of
the engagement.  All obligations as to non-disclosure will cease
as to any part of the information to the extent that the
information is or becomes public other than as a result of a
breach of this provision.  The Debtor will not solicit, recruit or
hire any Alvarez & Marsal employee effective from Jan. 20, 2005,
and continuing for two years subsequent to the termination of the
engagement.

The Debtor will indemnify Alvarez & Marsal, its shareholders,
employees, agents and representatives from and against any claim
related to the performance of their obligations under the
Engagement Letter.

Mr. Swick assures the Court that Alvarez & Marsal does not hold or
represent any interest adverse to the Debtor, its creditors or
parties-in-interest, with respect to the matters on which Alvarez
& Marsal is to be engaged.  Alvarez & Marsal is a "disinterested
person," as defined in Section 101(14) of the Bankruptcy Code.

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)


* FTI Consulting Promotes Five Attorneys as Sr. Managing Directors
------------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), the premier provider of
corporate finance/restructuring, forensic and litigation
consulting, and economic consulting, promoted Chris Armstrong,
Steve Coulombe and Andrew Hinkelman to senior managing director in
the Corporate Finance/Restructuring group, and Joseph Looby and
Philip Stern to senior managing director in its Forensic and
Litigation Consulting practice.  Also, FTI disclosed the hiring of
three senior managing directors: Jim Hunt and Brad Ross in its
Corporate Finance/Restructuring group and Dr. Richard V. L. Cooper
in its Economic Consulting practice.

                           Promotions

Dominic DiNapoli, chief operating officer, said "It is a pleasure
to announce these well-earned promotions.  These five executives
are consummate professionals; they set the benchmark high, they
are leaders in their field and they have a demonstrated commitment
to client service excellence.  It is through the efforts of
executives like these that FTI is able to consistently deliver
comprehensive solutions and tailored advice and insight to meet
its clients' needs."

Chris Armstrong was promoted from managing director to senior
managing director in FTI's Corporate Finance/Restructuring group.  
Mr. Armstrong has over 17 years of diversified experience in a
variety of industries and in both advisory and operating
capacities.  He began his career in the UK and Ireland where he
worked in increasing capacities ranging from planning and
marketing to COO of an advertising concern.  He has significant
cross-border and international restructuring experience which will
benefit FTI's existing clients' needs in Europe and the US. He
moved to the U.S. to work for Blockbuster Entertainment in 1996
and joined Price Waterhouse soon thereafter.  Chris joined FTI in
connection with the acquisition of PricewaterhouseCoopers' U.S.
Business Recovery Services division in 2002.  Mr. Armstrong has
led many complex company side engagements in diverse industries,
including steel, automotive, consumer goods manufacturing and
retail.  Mr. Armstrong is expected to transfer from Dallas to
FTI's London office in 2005.

Steve Coulombe was promoted from managing director to senior
managing director in FTI's Corporate Finance/Restructuring group.  
Mr. Coulombe joined FTI in connection with the acquisition of
PricewaterhouseCoopers' U.S. Business Recovery Services division
in 2002. Prior to FTI, he spent several years in the real estate
investment industry.  Mr. Coulombe has been a significant
contributor to the growth and increasing profile of the Corporate
Finance/Restructuring group in the Northeast. He has been the lead
managing director on several major engagements for large private
equity funds and significant retail engagements, and has developed
a following among the major lending institutions in the region.  
Mr. Coulombe's experience includes significant representation of
institutional lenders and companies on both in- and out-of-court
restructurings.  Notably, he was a member of the team awarded the
International Turnaround of the Year - 2002 award by the
Turnaround Management Association for an international media
company.  Mr. Coulombe will be based in FTI's Washington, D.C.
office.

Andrew Hinkelman was promoted from managing director to senior
managing director in FTI's Corporate Finance/Restructuring group.  
Mr. Hinkelman has over 10 years of experience, and came to FTI in
connection with the acquisition of PricewaterhouseCoopers' U.S.
Business Recovery Services division in 2002.  He has worked in
many areas of corporate finance, including corporate bankruptcies,
out-of-court operational and financial restructurings, debt
negotiations and trustee engagements, with an emphasis on high
technology cases, transaction services, and providing forensic
accounting services on bankruptcy related matters.  Mr. Hinkelman
has developed a core following of expanded client relationships
and contributed to FTI's market leading presence in Northern
California.

Joseph Looby was promoted from managing director to senior
managing director in FTI's Forensic and Litigation Consulting
group.  Mr. Looby, based in New York, is a forensic technology
specialist focusing on electronic evidence consulting.  He has 10
years experience in leading data investigations for public sector
concerns and Am Law 100 firms.  He specializes in the detection of
financial statement errors, irregularities and defalcations.  He
has provided expert testimony on financial and technology issues.  
He is an experienced regulator and published software developer.
Prior to joining FTI in 2003, Mr. Looby was in the Financial
Advisory Services division of Deloitte & Touche.  There he
specialized in the detection of fraud in financial statement
audits based on SAS 99 and provided forensic technology leadership
to the firm's national audit technology steering committee.  

Philip Stern was promoted from managing director to senior
managing director in FTI's Forensic and Litigation Consulting
group.  Mr. Stern, based in New York, has more than 32 years of
private sector consulting and federal, state and city government
experience, and has developed a reputation as an expert in
corporate, computer and health care fraud, litigation consulting
and crisis management.  Mr. Stern was the regional director of the
New York State Special Prosecutor's Office in charge of
investigating and prosecuting fraud in the $10 billion Medicaid
supported health care delivery system.  Also, Mr. Stern served as
a special assistant United States attorney in the Southern
District of New York from 1986 to 1989.  In this role, he was
responsible for prosecuting joint federal/state crimes against the
government-funded Medicaid system.

                        New Appointments

Jack Dunn, president and chief executive officer said, "We are
proud of our ability to attract the highest caliber professionals
and we are excited to welcome Jim, Brad and Rick to the company
and to our expanding corporate finance/restructuring and economic
consulting practices.  Their experience and expertise will enable
us to further enhance the advice and intellectual capital
available to our clients."

Jim Hunt joins FTI's Corporate Finance/Restructuring group from
Venturi Partners, Inc. (VPI) where he was president and chief
financial officer.  Mr. Hunt directed all administrative functions
of VPI, an information technology and commercial staffing company
based in Charlotte, NC, and he oversaw the acquisition of over 25
companies by Venturi.  Prior to joining Venturi, Mr. Hunt spent 18
years with Arthur Andersen, the last six years as an audit and
business advisory services partner.  Mr. Hunt will be based in
FTI's Charlotte office where he will oversee transaction advisory
services initiatives and pursue opportunities with private equity
groups headquartered in the region.

Brad Ross joins FTI's Corporate Finance/Restructuring group from
the Houston office of Ernst & Young, where he was a senior manager
responsible for providing transaction advisory related services.  
Mr. Ross also worked at Deloitte & Touche and
PricewaterhouseCoopers, and he has over 16 years of public
accounting experience.  Mr. Ross will be located in FTI's Houston
office where he will be responsible for growing that region's
transaction advisory services practice, with a concentration in
the energy sector.

Dr. Richard V. L. Cooper joins FTI's Economic Consulting practice
from Ernst & Young, where he was a managing partner of their
economics and business analytics practice.  Dr. Cooper is a
nationally and internationally renowned expert in transfer pricing
and, for the past three years, has been named by International Tax
Review, a leading international tax journal, as "one of the
world's top transfer pricing specialists."  Most recently, his
experience at Ernst & Young was building an economic advisory
practice focusing on the retail and consumer products,
telecommunications, utilities and pharmaceutical industries.  
Dr. Cooper is based in FTI's Chicago office, and in his new role
he will be focused primarily on building an economic consulting
practice to aid corporate clients in making internal business
decisions.

                     About FTI Consulting

FTI Consulting -- http://www.fticonsulting.com/-- is the premier  
provider of corporate finance/restructuring, forensic and
litigation consulting, and economic consulting.  Strategically
located in 24 of the major U.S. cities and London, FTI's total
workforce of approximately 1,000 employees includes numerous PhDs,
MBAs, CPAs, CIRAs and CFEs who are committed to delivering the
highest level of service to clients.  These clients include the
world's largest corporations, financial institutions and law firms
in matters involving financial and operational improvement and
major litigation.


* McDermott Expands in Brussels with Key Lawyers from Stanbrook
---------------------------------------------------------------
McDermott Will & Emery reached an agreement with the senior
partners of the highly rated Brussels-based firm Stanbrook &
Hooper under which Clive Stanbrook QC and a team of lawyers will
join the Firm, practicing in Brussels under the name of McDermott
Will & Emery/Stanbrook LLP.

Chairman Harvey Freishtat comments, "By incorporating Clive's team
into our existing European practice, we will be able to provide
our clients with an insight and experience to compare favorably
with the best in the market.  This venture is consistent with the
Firm's goal of establishing a fully integrated European service in
each of the major European financial and commercial centers.  We
are delighted to be joined by such a group of high caliber
lawyers."

Clive Stanbrook agrees, "McDermott is a dynamic player in Europe,
its combination with Carnelutti last year and its growing strength
elsewhere in Europe show it has the ambition and the size to
compete at the top table in Europe.  Our competition practice
compares with the best but in the emerging landscape of legal
practice the time has come for us to integrate into a broader
based resource.  We look forward to working with McDermott Will &
Emery's competition lawyers around Europe and its highly rated
practice in the United States to provide our clients with an
exciting fully integrated competition resource."

The combination of Stanbrook and McDermott's competition practices
will produce a heavyweight contender in the European and
international competition field.  McDermott Will & Emery already
provides substantial European competition law advice and
representation to its European and international clients, to which
will be added the considerable resources and experience of the
Stanbrook team.  Mr. Stanbrook and his team have represented
clients in many of the most high profile cases, involving merger
control and cartel investigations before the European Commission.    
They led the merger control filings in a number of cases including
MCI/BT, MCI/Worldcom EY/Cap Gemini and in the cartel area have a
track record that started with the paper pulp case and includes
sectors such as oil and gas, LDPE and vitamins.  The Stanbrook
team's extensive experience before the European Courts will also
enhance our ability to provide competition advocacy services to
our clients.  Scott Megregian, Head of the Firm's European
Competition Group, confirms, "Their wealth of experience and
knowledge with Commission procedures will significantly enhance
the services we can offer clients of both firms and be a valuable
addition to our integrated cross-border practice."

Stanbrook & Hooper, pioneered the development of international
trade practice in Brussels, and since its first case in the late
1970s, has been involved in more than 100 EU anti-dumping cases,
including a number of precedent setting cases in the European
Courts.  The Stanbrook team represents individual and
multinational producers/exporters in China, India, Pakistan and
other Asian countries, and will complement McDermott Will &
Emery's capacity to provide crucial trade/customs services to
international investors and exporters in the emerging economies.

The addition of the Stanbrook team will also enhance McDermott's
ability to provide a full service EU and U.S. regulatory practice.  
With the addition of the new EU regulatory capabilities, the Firm
will be uniquely positioned to provide integrated trans-Atlantic
regulatory advice to clients in a diverse range of industries,
including chemicals, energy, food, drugs and agriculture, telecoms
and transport.

                    About McDermott Will & Emery

McDermott Will & Emery is an international law firm with more than
1000 lawyers who practice from the Firm's offices in Boston,
Brussels, Chicago, Dusseldorf, London, Los Angeles, Miami, Milan,
Munich, New York, Orange County, Rome, San Diego, Silicon Valley
and Washington, D.C.

                      About Stanbrook & Hooper

Stanbrook & Hooper is one of the longest standing regulatory law
firms in Brussels.  Founded by English barristers in 1978, the
firm has broadened its cultural and linguistic capabilities and
now comprises lawyers from many different countries.  The strength
of the firm lies in the personal involvement of its partners and
the experience they bring to the firm's areas of specialization.
Known for the quality of its practice in competition and
international trade, the firm has been involved over the years in
many of the landmark cases in EU law.


* New England Consulting Opens Buffalo Area Office
--------------------------------------------------
New England Consulting Partners, LLC, a Boston-based management
consulting and strategic advisory firm, opens its Buffalo area
office at 300 International Drive, Suite 100, Williamsville New
York.  The new office will be headed up by one of its principals,
Devin Hollands.  Mr. Hollands has spent the past several years
consulting owners of highly leveraged and financially distressed
companies for the purpose of identifying and executing operational
and financial restructuring opportunities.  Mr. Hollands is a
Certified Turnaround Professional and a member of the Turnaround
Management Association.

Tom Desmond, Managing Partner of NECP said, "Devin brings a wealth
of experience and an astute sense of cash management expertise to
our firm.  We are excited about having Devin head up our Upstate
and Pennsylvania region."

                          About the Firm

New England Consulting Partners, LLC specializes in a variety of
consulting and advisory services including operational cash flow,
interim and crisis management, financial restructuring, sales and
operational analyses, loan due diligence, IT strategy, business
valuations, mergers & acquisitions, liquidations, preference
analysis, fraudulent conveyance analysis, bankruptcy and
trusteeships.


* BOND PRICING: For the week of February 14 - February 18, 2005
---------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     9
Adelphia Comm.                         6.000%  02/15/06    10
American Airline                       7.377%  05/23/19    70
AMR Corp.                              4.500%  02/15/24    71
AMR Corp.                             10.200%  03/15/20    68
Applied Extrusion                     10.750%  07/01/11    59
Armstrong World                        6.350%  08/15/03    71
Armstrong World                        7.450%  05/15/29    70
ATA Holdings                          12.125%  06/15/10    42
ATA Holdings                          13.000%  02/01/09    40
Bank New England                       8.750%  04/01/99    11
Bank New England                       9.500%  02/15/96     2
Borden Chemical                        9.500%  05/01/05     1
Burlington Northern                    3.200%  01/01/45    65
Calpine Corp.                          7.750%  04/15/09    71
Calpine Corp.                          7.875%  04/01/08    74
Calpine Corp.                          8.500%  02/15/11    70
Calpine Corp.                          8.625%  08/15/10    70
Cendant Corp.                          4.890%  08/17/06    51
Chic East Ill. RR                      5.000%  01/01/54    60
Comcast Corp.                          2.000%  10/15/29    46
Continental Airlines                   8.499%  05/01/11    75
Cluett American                       10.125%  05/15/08    64
Cray Research                          6.125%  02/01/11    73
Delta Air Lines                        2.875%  02/18/24    55
Delta Air Lines                        7.711%  09/18/11    67
Delta Air Lines                        7.779%  01/02/12    60
Delta Air Lines                        7.900%  12/15/09    54
Delta Air Lines                        8.000%  06/03/23    56
Delta Air Lines                        8.300%  12/15/29    43
Delta Air Lines                        9.000%  05/15/16    45
Delta Air Lines                        9.200%  09/23/14    54
Delta Air Lines                        9.250%  03/15/22    44
Delta Air Lines                        9.750%  05/15/21    44
Delta Air Lines                       10.000%  08/15/08    63
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.125%  05/15/10    53
Delta Air Lines                       10.375%  02/01/11    53
Delta Air Lines                       10.375%  12/15/22    48
Eagle Food Center                     11.000%  04/15/05     3
Enron Corp.                            6.400%  07/15/06    29
Enron Corp.                            6.625%  11/15/05    30
Enron Corp.                            6.750%  09/15/04    30
Enron Corp.                            9.125%  04/01/03    31
Enron Corp.                            9.875%  06/15/09    38
Falcon Products                       11.375%  06/15/09    38
Federal-Mogul Co.                      7.500%  01/15/09    32
Federal-Mogul Co.                      8.370%  11/15/01    30
Finova Group                           7.500%  11/15/09    46
Inland Fiber                           9.625%  11/15/07    50
Intermet Corp.                         9.750%  06/15/09    66
Iridium LLC/CAP                       10.875%  07/15/05    16
Iridium LLC/CAP                       11.250%  07/15/05    16
Iridium LLC/CAP                       13.000%  07/15/05    16
Iridium LLC/CAP                       14.000%  07/15/05    16
Kaiser Aluminum & Chem.               12.750%  02/01/03    16
Kmart Funding                          8.800%  07/01/10    75
Level 3 Comm. Inc.                     2.875%  07/15/10    56
Level 3 Comm. Inc.                     6.000%  03/15/10    51
Level 3 Comm. Inc.                     6.000%  09/15/09    52
Liberty Media                          3.750%  02/15/30    68
Liberty Media                          4.000%  11/15/29    73
Liberty Media                          4.000%  11/15/29    73
Metro Mortgage                         9.000%  12/15/04     0
Mirant Corp.                           2.500%  06/15/21    74
Mirant Corp.                           5.750%  07/15/07    75
Mississippi Chem.                      7.250%  11/15/17    73
Muzak LLC                              9.875%  03/15/09    60
Northern Pacific Railway               3.000%  01/01/47    63
Northwest Airlines                     8.070%  01/02/15    64
Northwest Airlines                     8.130%  02/01/14    64
NRG Energy Inc.                        6.500%  05/16/06     0
Nutritional Src.                      10.125%  08/01/09    72
Oakwood Homes                          8.125%  03/01/09    25
Oglebay Norton                        10.000%  02/01/09    75
O'Sullivan Ind.                       13.375%  10/15/09    22
Owens Corning                          7.000%  03/15/09    63
Owens Corning                          7.500%  05/01/05    64
Owens Corning                          7.500%  08/01/18    65
Owens Corning                          7.700%  05/01/08    66
Pegasus Satellite                     12.375%  08/01/06    60
Pegasus Satellite                     12.500%  08/01/07    61
Pegasus Satellite                     13.500%  03/01/07     1
Pen Holdings Inc.                      9.875%  06/15/08    50
Penn Traffic Co.                      11.000%  06/29/09    30
Polaroid Corp.                         7.750%  01/15/07     1
Polaroid Corp.                        11.500%  02/15/06     3
Primus Telecom                         3.750%  09/15/10    68
Read-Rite Corp.                        6.500%  09/01/04    49
Reliance Group Holdings                9.000%  11/15/00    25
Revlon Cons. Prod.                     8.125%  02/01/06    45
RJ Tower Corp.                        12.000%  06/01/13    63
S3 Inc.                                5.750%  10/01/03     0
Specialty Paperb.                      9.375%  10/15/06    75
Syratech Corp.                        11.000%  04/15/07    48
Tower Automotive                       5.750%  05/15/24    20
United Air Lines                       7.762%  10/01/05     3
United Air Lines                       9.000%  12/15/03     7
United Air Lines                       9.125%  01/15/12     6
United Air Lines                      10.250%  07/15/21     9
United Air Lines                      10.670%  05/01/04     8
Univ. Health Services                  0.426%  06/23/20    53
Westpoint Stevens                      7.875%  06/15/05     2
Westpoint Stevens                      7.875%  06/15/08     2
Zurich Reinsurance                     7.125%  10/15/23    63

                          *********

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.

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