TCR_Public/050215.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Tuesday, February 15, 2005, Vol. 9, No. 38      

                          Headlines

ADELPHIA COMMS: 7.5% Series E & F Stock Conversion Moved to March
ADVANCED MEDICAL: S&P Puts BB- Debt Rating on CreditWatch Positive
AGRICORE UNITED: Re-Elects Wayne Drul as Chairman of the Board
ALOHA AIRLINES: Ratifies Labor Pact with Flight Attendants
AMERICAN BANKNOTE: Creditors Must File Proofs of Claim by Mar. 21

AMERICAN BANKNOTE: Section 341(a) Meeting Slated for Feb. 28
AMERICAN LAWYER: 83% of Noteholders Agree to Amend Indenture
ASTRIS ENERGI: Appoints Danziger & Hochman as Auditors
BALDWIN CRANE: Combined Confirmation Hearing Set for Mar. 30
BALLY TOTAL: S&P Junks Corporate Credit Rating

BLOCKBUSTER INC: Soliciting Consents to Amend Senior Sub. Notes
CALIFORNIA CASUALTY: S&P Cuts Credit Rating to 'BBpi' from 'BBBpi'
CATHOLIC CHURCH: Portland Hires Grubb & Ellis as Leasing Agent
CATHOLIC CHURCH: Portland Wants to Execute Adjustment Deed
CITIGROUP INC: Citicorp Merger Prompts Fitch to Affirm Ratings

CONSTAR INTERNATIONAL: Completes $290 Million Refinancing
CRACAR CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
CRYOPAK INDUSTRIES: Incurs $400,000 Net Loss in Fourth Quarter
DECORAH LLC: Voluntary Chapter 11 Case Summary
DELTA FUNDING: Moody's Downgrades Ratings on 2 Low-B Certificates

DOBSON COMMS: Amends Registration for Preferred Equity Offering
ENTERPRISE PRODUCTS: Prices Public Offering of Common Units
FCCI INSURANCE: S&P Cuts Credit Rating to 'BBpi' from 'BBBpi'
FIREARMS TRAINING: Balance Sheet Upside Down by $36.9 Million
FIRST NATIONWIDE: Fitch Affirms Single B Ratings on Three Classes

FEDERAL MOGUL: Discloses J.M. Alapont's Employment & Pension Pacts
FIRST UNION: S&P Affirms BB+ Rating on Class G Certificates
FLO COMMUNITY WATER: Case Summary & 5 Largest Unsecured Creditors
FOOTSTAR INC: Wants Plan Filing Period Extended Until April 13
FORT WORTH: Moody's Junks Ratings on $80MM Outstanding Debt

FORTE II: Moody's Confirms Ratings on Two Senior Note Classes
GLOBAL IMAGING: S&P Affirms BB- Corp. Credit Rating to Positive
GS MORTGAGE: Fitch Upgrades $34.2 Million Mortgage Cert. to BBB-
HEADWATERS INC: Wins $175 Million Verdict in AJG License Dispute
HERBALIFE INT'L: S&P Raises Corp. Credit Rating to 'BB' from 'BB-'

HEXCEL CORP: Noteholders Agree to Amend 9.875% Sr. Debt Indenture
HOLLY ENERGY: Prices $150 Million 6.25% Senior Debt Offering
HOME EQUITY: S&P Ratings on Two Certificate Classes Tumble to D
HUNTSMAN CORP: S&P Raises Corp. Credit Rating to 'BB-' from 'B'
INTEGRATED PROCESS: Case Summary & 20 Largest Unsecured Creditors

INTERSTATE BAKERIES: Wants to Open ADMIS Futures & Options Account
KMART HOLDING: Restates Accounting for $60M Convertible Note
LAIDLAW INT'L: Inks Pact to Keep John Werner Haugsland as COO
LAND O'LAKES: Revises 2004 Net Earnings Upward to $21.4 Million
LANDRY'S RESTAURANTS: Making Changes in Lease Accounting

LIBERTY GROUP: Moody's Puts B2 Rating on $330MM Sr. Secured Loan
LINDSEY MORDEN: Earns $4.8 Million of Net Income in Fourth Quarter
MASSACHUSETTS EYE: Moody's Holds Ba1 Rating on $27MM 1998B Bonds
MEDCOMSOFT INC: Raises $2.8 Million in Rights Offering
MICROTEC ENTERPRISES: Court Extends CCAA Protection to March 11

MIRANT: Ratepayers Want More Time to Substantiate Claim for Trial
MORGAN STANLEY: S&P Puts Six Low-B Cert. Classes on Watch Negative
MORGAN STANLEY: Fitch Assigns Low-B Ratings on Six Mortgage Certs.
NTK HOLDINGS: Moody's Junks Rating on $250MM Sr. Discount Notes
NORTH BAY GENERAL: Case Summary & 20 Largest Unsecured Creditors

OVERSEAS SHIPHOLDING: S&P Affirms BB+ Corporate Credit Rating
OWENS CORNING: Wants Foreland Refining Pact Okayed to End Dispute
OXFORD AUTOMOTIVE: Files First Amended Plan of Reorganization
OXFORD AUTOMOTIVE: Files Schedules of Assets & Liabilities
PACIFIC ENERGY: Gets Required Approval to Amend Sr. Note Indenture

PARMALAT: SpA Wants Mega-Mil. Claims Allowed for Voting Purposes
SOLUTIA INC: Gets Court Nod to Amend & Assume EDS IT Agreement
RAYOVAC CORP: United Industries Purchase Draws S&P's B+ Rating
REDDY ICE: Registers Common Stock for Proposed IPO
RIGGS NATIONAL: Moody's Maintains Subordinated B2 Rating

SEPRACOR INC: SEC Declares Resale Reg. Statement Effective
SOLECTRON CORP: 96.4% of Senior Notes Tendered for Exchange
SOLUTIA INC: Asks Court to Approve Canadian Unit Settlement Pact
STEWART ENTERPRISES: Closes $200 Million Senior Debt Offering
TFM S.A.: Fitch Affirms Single B+ Rating on Senior Notes

TRUMP HOTELS: Court Okays Renewal of 15-Year Property Lease
U.S. PLASTIC: Inks Six-Year Distribution Pact with Russin Lumber
US AIRWAYS: Orbitz Wants to Terminate Charter & Supplier Pacts
US AIRWAYS: Wants to Implement Term Sheet with Snecma
WINN-DIXIE: Continued Losses Cue S&P to Junk Corp. Credit Rating

WORLDCOM INC: ERISA Claims Objection Deadline Extended to July 18
YUKOS OIL: Wants to Hire Beck Redden as Special Conflicts Counsel

* Alvarez & Marsal Promotes 28 Turnaround Professionals
* Navigant Consulting Acquires Casas Benjamin for $47.5 Million

* Large Companies with Insolvent Balance Sheets

                          *********

ADELPHIA COMMS: 7.5% Series E & F Stock Conversion Moved to March
-----------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Southern
District of New York, at the request of Adelphia Communications
Corporation, postponed the conversion of ACOM's 7.5% Series E
Mandatory Convertible Preferred Stock into shares of Class A
Common Stock from November 15, 2004, to February 1, 2005.

The ACOM Debtors' 7.5% Series F Mandatory Convertible Preferred
Stock, by its terms, was also scheduled automatically to convert
into shares of Class A Common Stock on February 1, 2005.

There is a dispute among parties-in-interest as to the relative
rights of the Series E and Series F Preferred Stock, on one hand,
and of the Series A Common Stock, on the other hand.  The disputes
include:

    -- those related to the validity and effect of the conversion
       provisions;

    -- whether the conversion can or must be deemed to occur; and

    -- when the previously scheduled conversion dates of
       November 15, 2004, and February 1, 2005, pass, whether the
       passage of the dates has an effect on the parties' rights.

The parties desire to defer the determination of the issues as to
which they are in dispute until the determination may be relevant.

Although the parties are in discussions regarding a longer
deferral, they have agreed in the interim to a deferral of the
conversion dates to March 1, 2005, to enable them to complete
their discussions.

In a Court-approved stipulation, the ACOM Debtors, the Ad Hoc
Committee of Senior Preferred Shareholders, Leonard Tow, Claire
Tow, The Claire Tow Trust, et al. and Highbridge Capital
Corporation, as holder of Series E Preffered Stock, agree that:

    (a) any conversion of the Series E or Series F Preferred Stock
        is postponed and enjoined until March 1, 2005, or until
        an earlier date as may be set by the Court upon notice and
        motion;

    (b) the agreed postponement of the conversion date is without
        prejudice to the parties' rights or to any further
        postponement of conversion;

    (c) any conversion of the Series E or Series F Preferred Stock
        in violation of the Stipulation will be null and void ab
        initio;

    (d) conversion restrictions applicable to the ACOM's equity
        securities established in the Stipulation will be
        effective as to the holders of securities and its
        transferees; and

    (e) no determination will be made as to the effectiveness of
        the automatic conversion feature or the liquidation
        preference in the Series E Preferred Stock Certificate or
        the Series F Mandatory Convertible Preferred Stock
        Certificate, or the extent, priority, and validity of the
        Series E and Series F Preferred Stock interests.

Judge Gerber makes it clear that by approving the Stipulation, the
Court is not granting or denying holders of Series E or Series F
Preferred Stock any preference, status, or other rights,
limitations or attributes, over, or in respect of, any holder of
Class A Common Stock.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 79; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADVANCED MEDICAL: S&P Puts BB- Debt Rating on CreditWatch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed Advanced Medical Optics
Inc.'s (AMO) 'BB-' senior secured debt ratings on CreditWatch with
positive implications; the company's 'BB-' corporate credit rating
and stable outlook are affirmed.

Once the VISX Inc., transaction is completed, the senior secured
debt rating will be raised to 'BB' from 'BB-' and the bank loan
rating will be raised to '1' from '2', indicating the likelihood
of full recovery in the event of a payment default.

A Jan. 7, 2005, amendment increases AMO's existing bank facilities
by $200 million to facilitate the acquisition of VISX Inc.  The
increase in debt is more than offset by the additional security
that will be obtained for lenders as a result of the acquisition;
VISX has no encumbered assets.  VISX's geographic asset mix is
also favorable -- it has a greater proportion of domestic assets
than does AMO -- in that debt is secured by a lien on domestic
assets but only 66% of the stock of foreign subsidiaries.

Furthermore, Standard & Poor's has modified its expected
trajectory of interest rates per the path to default to more
accurately reflect our view of sharply increased borrowing costs
in a period of stress prior to default.  This scenario, coincident
with a rising interest rate environment, could hasten a company's
deterioration.  Thus, a more rapid demise would preserve greater
value for lenders than if the company had exhausted more resources
prior to defaulting on its obligations.

"The ratings on Santa Ana, California-based Advanced Medical
Optics Inc., reflect the risks associated with the ophthalmic
company's aggressive efforts to build upon its well-established
position as a midsized player in the industry," said Standard &
Poor's credit analyst Cheryl Richer.

Since its mid-2002 spin-off from Allergan Inc., AMO has focused on
bolstering its relatively narrow business profile against changing
eye-care technologies and competitive market factors.  It has done
so by launching new and evolved products and honing its operating
efficiency.  The company has increased its sales of and market
share in foldable intraocular lenses -- IOLs, IOL delivery
systems, and phacoemulsification systems.  The company's contact
lens solutions business, particularly its COMPLETE line, continues
to generate relatively predictable revenues.

In 2004, however, AMO aggressively moved to build its market
presence through two large acquisitions.  In June, AMO completed
its purchase of the ophthalmic surgical business of Pfizer Inc.
for $450 million, financed primarily with debt.  The transaction
complemented AMO's cataract franchise by adding branded
viscoelastic products used in ocular surgery and providing a
small foothold in the glaucoma device market.  Then, in November,
the company announced its intent to acquire VISX Inc., for $1.27
billion.  The largely stock-financed transaction provides the
potential for further diversification in the laser vision
correction area.  While AMO's business risk profile could
benefit from the company's increased market presence and the
expanded scope of its newer activities, the success of these
investments is tied to their effective control and coordination.
Moreover, notwithstanding its increasing product diversity, AMO's
growing stake in the ophthalmics field still leaves it subject to
changes in medical technology and uncertain reimbursement levels
by large third-party payors.


AGRICORE UNITED: Re-Elects Wayne Drul as Chairman of the Board
--------------------------------------------------------------
The Board of Directors of Agricore United (TSX:AU.LV) elected its
Executive Committee at a Board meeting following its Annual
Members' Meeting held on Feb. 10 in Regina.

Wayne Drul of Oakburn, Manitoba was re-elected Chair.  Jon Grant
was re-elected to serve as First Vice Chair.

Mr. Drul was first elected to the Board of United Grain Growers in
1994 and served as Manitoba Vice President in 1998 and 1999, and
First Vice President in 2000.  In 2001, following the merger, he
continued as Manitoba Vice President of Agricore United. He has
served on the boards of the Flax Council of Canada and the Soil
Conservation Association of Canada representing Agricore United.

Mr. Grant is Chairman of CCL Industries Inc. and of Atlas Cold
Storage.  He is the retired Chairman and CEO of Quaker Oats
Company Limited, and former Chairman of the Board of Laurentian
Bank of Canada.  Mr. Grant is also Chair of the Nature Conservancy
of Canada and former Chair of the Ontario Round Table on the
Environment and Economy.

Three other directors re-elected to the executive committee are
Maurice Lemay of Tangent, AB as Alberta Vice Chair, Terry Youzwa
of Nipawin, SK as Saskatchewan Vice Chair and Robert Pettinger of
Elgin, MB as Manitoba Vice Chair.

                        About the Company

Agricore United is one of Canada's leading agri-businesses.  The
prairie-based company is diversified into sales of crop inputs and
services, grain merchandising, livestock production services and
financial markets.  Agricore United's shares are publicly traded
on the Toronto Stock Exchange under the symbol "AU.LV".

                         *     *     *

As reported in the Troubled Company Reporter on March 31, 2003,
Standard & Poor's Ratings Services lowered the long-term corporate
credit and senior secured debt ratings on Agricore United to 'BB'
from 'BB+', based on weak financial results.  At the same time,
Standard & Poor's assigned a 'B+' rating to Agricore United's
C$100 million subordinated convertible debt issue.  The outlook is
negative.


ALOHA AIRLINES: Ratifies Labor Pact with Flight Attendants
----------------------------------------------------------
Aloha Airlines and the Association of Flight Attendants (AFA)
jointly disclosed the ratification of a new contract that begins
Feb. 1, 2005, and runs through Jan. 1, 2007.

The AFA bargaining unit represents 444 Aloha flight attendants.  
The two parties have agreed not to release details of the new
contract at this time.

"Aloha's world class flight attendants are to be commended for
having been among the first of the employee groups to reach
agreement on a new contract," said David A. Banmiller, Aloha's
president and chief executive officer.  "Ratification of their
contract brings us a step closer to our goal."

"Our members are dedicated professionals who are proud to
represent Aloha Airlines," said Peggy Gordon, president of the
Aloha Airlines Master Executive Council of the AFA.  "We recognize
that our participation is necessary to secure a future for the
airline."

Aloha's AFA group joins the International Association of
Machinists and Aerospace Workers (IAM) District Lodge 141 in
ratifying new contracts.

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service
connecting the five major airports in the State of Hawaii. Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063). Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts. When the
Debtor filed for protection from its creditors it listed more than
$50 million in estimated assets and debts.


AMERICAN BANKNOTE: Creditors Must File Proofs of Claim by Mar. 21
-----------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware set
March 21, 2005, as the deadline for all creditors owed money by
American Banknote Corporation, on account of claims arising prior
to Jan. 19, 2005, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
March 21 Claims Bar Date, and those forms must be delivered to the
Debtors' claims agent:
     
       BMC Group, Inc.
       P.O. Box 911
       1330 E. Franklin Avenue
       El Segundo, California 90425

For a Governmental Unit, the Claims Bar Date is July 18, 2005.

Headquartered in Englewood Cliffs, New Jersey, American Banknote
Corporation, -- http://www.americanbanknote.com/--is a holding
company, which operates through its subsidiary companies,
principally in the United States, Brazil, Argentina, Australia,
New Zealand and France.  Through these subsidiaries, the Company
manufactures, markets, distributes and supplies related services
to, a variety of secure documents, media, and fulfillment and
reconciliation systems.  The Company filed for chapter 11
protection on January 19, 2005 (Bankr. D. Del. Case No. 05-10174).
Adam Singer, Esq., at Cooch and Taylor and Paul N. Silverstein,
Esq., at Andrews Kurth LLP represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $124,709,527 and total
debts of $115,965,530.


AMERICAN BANKNOTE: Section 341(a) Meeting Slated for Feb. 28
------------------------------------------------------------          
The U.S. Trustee for Region 3 will convene a meeting of American
Banknote Corporation's creditors at 10:00 a.m., on Feb. 28, 2005,
at J. Caleb Boggs Federal Building, 2nd Floor, Room 2212,
Wilmington, Delaware.  This is the first meeting of creditors
required under U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Englewood Cliffs, New Jersey, American Banknote
Corporation, -- http://www.americanbanknote.com/--is a holding
company, which operates through its subsidiary companies,
principally in the United States, Brazil, Argentina, Australia,
New Zealand and France.  Through these subsidiaries, the Company
manufactures, markets, distributes and supplies related services
to, a variety of secure documents, media, and fulfillment and
reconciliation systems.  The Company filed for chapter 11
protection on January 19, 2005 (Bankr. D. Del. Case No. 05-10174).
Adam Singer, Esq., at Cooch and Taylor and Paul N. Silverstein,
Esq., at Andrews Kurth LLP represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $124,709,527 and total
debts of $115,965,530.


AMERICAN LAWYER: 83% of Noteholders Agree to Amend Indenture  
------------------------------------------------------------
American Lawyer Media, Inc., a leading media company focused on
the practice and business of law, reported that in response to the
tender offer and consent solicitation by the Company for any and
all of its 9-3/4% Senior Notes Due 2007, approximately 83% of the
total issued and outstanding principal amount of the Notes have
been validly tendered, representing a sufficient number of
consents to make certain amendments to the indenture.

The amendments to the indenture will eliminate substantially all
of the restrictive covenants contained in the indenture governing
the Notes and release the guarantees of the Company's obligations
under the indenture.  The supplemental indenture incorporating the
amendments, as described in the Offer to Purchase for Cash and
Consent Solicitation Statement dated Jan. 31, 2005, will not take
effect unless the Company's tender offer for the Notes is
consummated in accordance with its terms.

Holders of the Notes can obtain copies of the Offer to Purchase
and related materials from MacKenzie Partners, the Information
Agent, at 800-322-2885 or 212-929-5500.  Questions regarding the
solicitation can be addressed to the Dealer Managers of the tender
offer and consent solicitation, Credit Suisse First Boston LLC at
800-820-1653 and 212-538-0652 or UBS Securities LLC at 888-722-
9555 x4210 and 203-719-4210.

None of the representatives or employees of American Lawyer Media
Holdings, Inc., the Company, Credit Suisse First Boston LLC, UBS
Securities LLC or the Information Agent makes any recommendations
as to whether or not holders should tender their Notes pursuant to
the tender offer and no one has been authorized by any of them to
make such recommendations.  Holders must make their own decisions
as to whether to tender Notes and, if so, as to the principal
amount of notes to tender.

                      About the Company

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 9, 2005,
Moody's Investors Service has assigned a B3 rating to American
Lawyer Media, Inc.'s proposed senior secured first lien credit
facility.  Full details of the rating action are as follows:

The ratings assigned are:

   -- American Lawyer Media, Inc.

      * $70 million first lien senior secured revolving credit
        facility, due 2010 -- B3

      * $193 million first lien senior secured term loan facility,
        due 2010 -- B3

      * $78 million second lien senior secured term loan facility,
        2011 -- Caa1

      * Issuer rating -- Caa2

The rating upgraded is:

   * Senior Implied rating -- B3 from Caa3 (reassigned to American
     Lawyer Media, Inc. from American Lawyer Media Holdings, Inc.)

The ratings withdrawn are:

   -- American Lawyer Media, Inc.

      * $175 million 9.75% senior notes, due 2007 -- Caa3

   -- American Lawyer Media Holdings, Inc.

      * $63 million 12.25% senior discount notes, due 2008 -- C

      * Issuer rating -- C

The rating outlook is changed to stable from negative.


ASTRIS ENERGI: Appoints Danziger & Hochman as Auditors
------------------------------------------------------
Astris Energi, Inc., (OTC Bulletin Board:ASRNF) has appointed
Danziger & Hochman of Toronto, Canada as its auditing firm.  The
appointment is effective immediately.

"The decision to change auditors was made purely for financial
reasons," said Anthony J. Durkacz, Vice President of Finance.   
"Danziger & Hochman is a well-established firm that meets the
requirements of federal accounting oversight boards for public
companies in both Canada and the U.S. We look forward to working
with them."

The Company's previous auditors were PricewaterhouseCoopers LLP.
Astris Energi is a reporting issuer with the SEC and the Alberta
Securities Commission.

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

                      Going Concern Doubt

The Company has reported losses for several years.  At Sept. 30,
2004, the Company reported a deficit of $7,816,381 and continues
to expend cash amounts that significantly exceed revenues.  These
conditions cast significant doubt on the Company's ability to
continue in business and meet its obligations as they come due.  
Management says it's considering various alternatives, including
possible private placement transactions to raise capital in fiscal
2004.  


BALDWIN CRANE: Combined Confirmation Hearing Set for Mar. 30
------------------------------------------------------------          
The Honorable Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts will convene a combined hearing to
consider the adequacy of the Third Amended Disclosure Statement
and confirm the Third Amended Plan of Reorganization filed by
Baldwin Crane and Equipment Corp.

The Debtor filed its Third Amended Disclosure Statement and Third
Amended Plan on Jan. 24, 2005.

The Plan groups claims and interests into 23 classes.  

Unimpaired claimants are secured by the Debtor's Equipment being
transferred, surrendered or sold.  The Unimpaired Claimants are
Wells Fargo Equipment Finance, Inc., All Points Capital Corp.,
CitiCapital Commercial Corp., General Electric Capital Corp., De
Lage Landen Financial Services, Chase Manhattan Automotive Finance
Corp., Citizen's Bank, General Motors Acceptance Corp., and
Sovereign Bank.   Those claims will be paid in full on or after
the Effective Date.

Impaired claims consist of:

a) Class 14 to Class 17 claims of Caterpillar Financial Services
   Corp., to be paid in full on or after the Effective Date

b) Class 18 claims of CitiCapital Technology Finance, Inc., to
   be pain in full after the Effective Date;

c) Class 19 to Class 21 claims of De Lage Landen Financial
   Services to be paid in full after the Effective Date;

d) Holders of Allowed or Undisputed, Non-Insider Unsecured Claims
   of General Creditors will be paid a Pro Rata dividend
   distribution of funds in the amount $298,084.00 in three equal
   monthly installments; and

e) Equity Security Holders will not recover anything under the
   Plan and their shares will be cancelled after the Effective
   Date.

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

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

Objections to the Disclosure Statement and Plan, if any, must be
filed and served by March 25, 2005.

Headquartered in Wilmington, Massachusetts, Baldwin Crane and
Equipment Corp., operates a crane-operating business.  The Company
filed for chapter 11 protection on October 3, 2003 (Bankr. Mass.
Case No. 03-18303).  Nina M. Parker, Esq., at Parker & Associates
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.


BALLY TOTAL: S&P Junks Corporate Credit Rating
----------------------------------------------
Standard & Poor's Rating Services lowered its ratings on Bally
Total Fitness Holding Corporation, including lowering the
corporate credit rating to 'CCC+' from 'B-'.

At the same time, Standard & Poor's changed its outlook on the
ratings to negative from developing.  Total debt outstanding at
Sept. 30, 2004, was $747.7 million.

"The rating actions are based on the potential for further delays
in the filing of financial statements and on related
uncertainties, in light of Bally's Audit Committee's recent
findings," said Standard & Poor's credit analyst Andy Liu.

The findings included material weaknesses in the company's
internal control over financial reporting, and certain accounting
errors.  Bally's accounting issues create transparency concerns
with respect to the company's operating performance and could
further complicate an ongoing SEC investigation.  Moreover,
Standard & Poor's believes that the company may be facing a
narrower cushion of compliance with bank covenants.

The Audit Committee investigation discovered several accounting
errors, and that two former and two current finance executives had
engaged in improper conduct.  As a result, Bally has terminated
its controller and its treasurer and ceased severance payments to
the former CEO and the former CFO.  The investigation also
concluded that the former CEO and CFO were responsible for
multiple accounting errors and for creating a culture of
aggressive accounting.  Bally has reported the investigation
results and its actions to the SEC.

The current management team seems committed to correct past
financial issues.  Recently, Bally retained The Blackstone Group
to assist in its turnaround efforts.  Blackstone will work with
Bally on evaluating and refining its business plan, and on
developing a long-term financial strategy to improve the company's
capital structure and maximize cash flow.  Possible actions
include the divestiture of non-core assets.

The company must still complete its re-audit and file its
financial statements by July 2005 to cure indenture violations and
avoid possible default.  The outlook may be revised if Bally
resolves all outstanding accounting issues and allegations,
resumes making timely financial filings, and still retains a
sufficient covenant cushion to accommodate higher professional
fees and a moderate drop in operating performance.

Bally is the largest fitness club operator in North America, with
more than 400 clubs in the U.S. and Canada and about 4 million
members.


BLOCKBUSTER INC: Soliciting Consents to Amend Senior Sub. Notes
---------------------------------------------------------------
Blockbuster Inc. (NYSE: BBI, BBI.B), in connection with its
previously announced exchange offer for all of the outstanding
shares of common stock of Hollywood Entertainment Corporation
(Nasdaq: HLYW), is offering to purchase for cash any and all of
the $225.0 million principal amount of 9.625% Senior Subordinated
Notes due 2011 issued by Hollywood.  Blockbuster is also
soliciting consents from the holders of the notes to approve
certain amendments to the indenture under which the notes were
issued.  The tender offer is contingent on, among other things,
the receipt of consents necessary to approve such amendments to
the indenture, at least a majority of the notes being validly
tendered and not withdrawn, the satisfaction or waiver of the
conditions to the exchange offer for Hollywood's common stock, and
other general conditions described in the offer to purchase.

The total consideration to be paid for each $1,000 principal
amount of notes tendered and accepted for payment will be
determined on the 11th business day preceding the expiration date
of the offer, using the present value on the expected payment date
of the sum of $1,048.13 plus interest that would be paid from the
payment date through Mar. 15, 2007.  The present value will be
determined using the yield to maturity of the 2.25% U.S. Treasury
Note due Feb. 15, 2007, plus a fixed spread of 75 basis points.
The total consideration for each note tendered includes a consent
payment of $30.00 per $1,000 principal amount of notes to holders
who validly tender their notes and deliver their consents prior to
5 p.m., New York City time, on the consent date, which will be the
later of Feb. 25, 2005 or  three business days following
Blockbuster's announcement of the termination of the Agreement and
Plan of Merger, dated Jan. 9, 2005, among Hollywood, Movie
Gallery, Inc. and TG Holdings, Inc. Holders who tender their notes
on or prior to the consent date may not withdraw or revoke their
tender (except under certain limited circumstances where required
by law) after the consent date.  Holders who tender their notes
after the consent date will not receive the consent payment.

The tender offer will expire at midnight, New York City time, on
Mar. 11, 2005, unless extended or earlier terminated. The consents
being solicited will eliminate substantially all of the
restrictive covenants and certain events of default in the
indenture governing the notes.  Information regarding the pricing,
tender and delivery procedures and conditions of the tender offer
and consent solicitation is contained in the Offer to Purchase and
Consent Solicitation Statement and the Consent and Letter of
Transmittal, each dated Feb. 11, 2005, and related documents.

Blockbuster has received a financial commitment from JPMorgan
Chase Bank, N.A., Credit Suisse First Boston and Citicorp North
America, Inc. for the funds necessary to complete the tender
offer.

Credit Suisse First Boston LLC (800-820-1653), Citigroup Global
Markets Inc. (800-558-3745) and JP Morgan Securities Inc. (866-
834-4666) have been appointed as dealer managers and solicitation
agents for the tender offer and consent solicitation. Morrow &
Co., Inc. has been appointed the information agent and Mellon
Investor Services LLC has been appointed as the depositary for the
tender offer and consent solicitation.  The Offer to Purchase and
Consent Solicitation Statement, the Consent and Letter of
Transmittal and any additional information concerning the terms
and conditions of the tender offer and consent solicitation may be
obtained by contacting:

          Morrow & Co., Inc.
          445 Park Avenue, 5th Floor
          New York, NY 10022
          E-mail: hollywood.info@morrowco.com
          Telephone (800) 654-2468

This press release is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
Hollywood's 9.625% Senior Subordinated Notes. The tender offer and
consent solicitation is being made solely by the Offer to Purchase
and Consent Solicitation Statement dated Feb. 11, 2005.  In
addition, this press release is neither an offer to purchase nor a
solicitation of an offer to sell any other securities, including
Hollywood common stock. Any exchange offer for Hollywood common
stock will be made only through a registration statement and
related materials.  In connection with its previously announced
exchange offer for Hollywood common stock, Blockbuster has filed a
registration statement on Form S-4 (containing a prospectus) with
the Securities and Exchange Commission. Investors and security
holders of Hollywood are advised to read these disclosure
materials, because these materials contain important information.
Investors and security holders may obtain a free copy of the
disclosure materials and other documents related to the exchange
offer filed by Blockbuster with the Securities and Exchange
Commission at the SEC's website at www.sec.gov .  The disclosure
materials and other documents related to the exchange offer and
the tender offer may also be obtained from Blockbuster upon
request by directing such request to Morrow & Co., Inc. in the
manner described above.

Blockbuster Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with
nearly 9,000 stores throughout the Americas, Europe, Asia, and
Australia.  Total revenues for fiscal year 2003 were approximately
$5.9 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 11, 2005,
Moody's Investors Service placed the long-term debt ratings of
Blockbuster Inc., on review for possible downgrade and downgraded
the speculative grade liquidity rating to SGL-2 following the
commencement of a hostile exchange offer for all outstanding
shares of Hollywood Entertainment Corporation.

The review for downgrade in relation to Blockbuster's long-term
ratings is based on:

   1) the likelihood that the exchange offer, if successful, would
      result in significantly higher leverage and weaker credit
      metrics, as well as,

   2) the risk that the recent elimination of late fees could
      constrict earnings and cash flow.

The downgrade of the speculative grade liquidity rating from SGL-1
(very good liquidity) to SGL-2 (good liquidity) reflects Moody's
expectation that the elimination of the no late fee policy will
reduce liquidity in the near term, as well as reducing the amount
of cushion that currently exists in the financial covenants in
Blockbuster's credit agreement.

Currently, Movie Gallery has a definitive agreement to acquire
Hollywood Entertainment for $13.25 per share cash plus the
assumption of debt for a transaction value of $1.2 billion.
Blockbuster has offered to exchange all of the outstanding shares
of Hollywood Entertainment for $14.50 per share, comprised of
$11.50 per share cash and $3.00 per share in Blockbuster Class A
common stock for a transaction value of $1.3 billion.

Blockbuster Inc. has received commitments for $1 billion in bank
and bond debt to finance the proposed transaction.  The offer is
subject to various conditions including; a majority of the shares
being validly tendered and the termination of the merger agreement
with Movie Gallery.  It is therefore unclear whether Blockbuster's
exchange offer will be successful and whether other bids could
surface.

The SGL-2 speculative grade liquidity rating reflects Moody's
expectation that the company will maintain good liquidity.
Internally generated cash flow and cash on hand will be sufficient
to fund its working capital, capital expenditures, term loan
amortization, and dividend requirements over the next four
quarters.  In addition, the Company will have sufficient liquidity
to meet the 50% excess cash flow requirement beginning in the
first quarter of 2006.

Cash on hand at September 30, 2004 was $190.0 million.  However,
Blockbuster's cushion for complying with the financial agreements
in its bank credit facilities is likely to be reduced, in Moody's
view, by the elimination of late fees which could constrict
earnings and cash flow.  In addition, given Blockbuster's limited
tangible assets, the company has limited sources of alternative
liquidity other than the sale of the entire company, its
international business, or its extensive customer database.

The ratings placed on review for possible downgrade are:

   * Senior Implied of Ba2;

   * Long Term Issuer Rating of Ba3;

   * Senior Secured Bank Credit Facilities of Ba2;

   * Senior Subordinated Notes of B1.

The rating downgraded is:

Speculative Grade Liquidity Rating to SGL-2 from SGL-1.


CALIFORNIA CASUALTY: S&P Cuts Credit Rating to 'BBpi' from 'BBBpi'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on the members of the California
Casualty Group (California Casualty Indemnity Exchange, California
Casualty Compensation Insurance Company, California Casualty
Insurance Company, California Casualty General Insurance Company,
and California Casualty & Fire Insurance Company to 'BBpi' from
'BBBpi'.

"The ratings are based on the companies' weak and declining
operating performance and high geographic and product-line
concentrations, which are partly offset by the group's extremely
strong capitalization," said Standard & Poor's credit analyst
Daniel Posternak.

California Casualty Group is a multiline property/casualty
insurance group operating in 32 states.  California Casualty
Indemnity Exchange is based in San Mateo, California, and mainly
writes automobile and homeowners' insurance (including mobile
homes), distributed primarily by means of direct marketing.
The company began operations in 1914 and is licensed in 25 states
and the District of Columbia.

Ratings with a 'pi' subscript are based on an analysis of an
insurer's published financial information and additional
information in the public domain.  They do not reflect in-depth
meetings with an insurer's management and are therefore based on
less comprehensive information than ratings without a 'pi'
subscript.  Ratings with a 'pi' subscript are reviewed annually
based on a new year's financial statements, but may be reviewed on
an interim basis if a major event that may affect the insurer's
financial security occurs.  Ratings with a 'pi' subscript are not
subject to potential CreditWatch listings.


CATHOLIC CHURCH: Portland Hires Grubb & Ellis as Leasing Agent
--------------------------------------------------------------
The Archbishop of Portland in Oregon seeks Judge Perris' approval
to employ Donn M. Sullivan, the designated broker of Grubb & Ellis
Company, to serve as Portland's leasing agent in connection with
the lease of a commercial property commonly known as 1610 NW Couch
Street, in Portland, Oregon.

Thomas W. Stilley, Esq., at Sussman Shank, LLP, Portland, Oregon,
explains that Mr. Sullivan was retained because of his experience
in leasing commercial properties.

A portion of the Couch Street Property consists of a warehouse
used by Portland's Pastoral Center.  The remaining portion of the
warehouse and an adjacent parking lot have been vacant since the
prior tenant vacated after filing a Chapter 7 bankruptcy petition.  
Portland has no current use for the vacant space and leasing the
vacant space is in the ordinary course of the Archdiocese's
ministries and operations.

Portland has retained Mr. Sullivan to lease the Couch Street
Property, pursuant to a written Exclusive Authorization to Lease.
A full-text copy of the Exclusive Authorization to Lease is
available for free at:

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

Mr. Sullivan proposes to lease the Couch Street Property for a
rental of $5,150 per month for a minimum of one year.  As
compensation for his services, Mr. Sullivan will receive a
commission of 6% of the rent for the first and second years of the
lease, and a sliding percentage after that.

Mr. Sullivan ascertains that Grubb & Ellis are disinterested and
does not hold or represent any interest adverse to Portland.

                          *     *     *

Judge Perris authorizes Portland to employ Mr. Sullivan of Grubb &
Ellis as leasing agent effective as of October 25, 2004.  However,
Judge Perris notes that the binding arbitration provisions in the
Exclusive Authorization to Lease are not approved.

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)


CATHOLIC CHURCH: Portland Wants to Execute Adjustment Deed
----------------------------------------------------------
Jackson County operates a juvenile detention center next to
Sacred Heart Church, in Medford, Oregon.  The two landowners
believed that the property line between them ran along a hedge and
fence that has served as the boundary for many years.

During a survey conducted by the County in the Summer of 2004,
however, it was discovered that the true line lies five feet
beyond the fence.  The County has been using this five-foot area
beyond the fence for so many years, and Sacred Heart Church agreed
to adjust the property line accordingly.

The Archdiocese of Portland holds bare legal title to Sacred
Heart Church's property.  Sacred Heart Church, as a separate
juridic person under Canon Law, is the beneficial owner of the
property.

By this motion, Portland seeks Judge Perris' permission to execute
a Property Line Adjustment Deed for the benefit of Sacred Heart
Church.

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)


CITIGROUP INC: Citicorp Merger Prompts Fitch to Affirm Ratings
--------------------------------------------------------------
Fitch Ratings affirms the 'AA+/F1+' long- and short-term debt
ratings of Citigroup Inc. following the announced plan to merge
Citicorp and Citigroup Holdings Inc. with and into Citigroup.

Fitch anticipates assigning the same debt ratings to issues of
Citigroup Funding Inc., a newly formulated legal entity.  The
merger simplifies the holding company structure, creates a single
brand for debt issuance and eliminates any potential price
inefficiencies between offerings.  CFI will issue short- and
intermediate-term debt beginning in the second quarter of 2005.
All new short and long-term debt will be issued by either
Citigroup Inc. or Citigroup Funding Inc.

Fitch's ratings for Citigroup incorporate an expectation of strong
financial performance accompanied by a high level of stability.
The sustainability of this performance will depend on many
factors, including market share expansion in global consumer and
investment banking, the maintenance of good asset quality,
efficient operations, and accretive acquisitions.  The breadth of
Citigroup's products and its disciplined credit and market risk
management are also integral to the ratings.  Fitch believes these
factors also contribute to its strong financial performance.

Headline risk is expected to continue and may result in negative
press. Fitch expects Citigroup management to remain diligent in
responding to these issues by continuing to emphasize a longer
term view for business performance.  Its ratings may be negatively
impacted if their ability to conduct its global corporate business
is impaired as a result of regulatory investigations.  Material
litigation reserves have been set aside to address potential
future settlements.  While ultimate settlements may exceed current
reserves, Citigroup's earnings generation capacity provides Fitch
with sufficient comfort to maintain a Stable Rating Outlook.

Following the completion of the merger anticipated in the second
quarter of 2005, Citigroup will assume the debt outstanding of
Citicorp.  At the same time, Citigroup will issue a guarantee on
the outstanding public indebtedness of Citigroup Global Markets
Holdings Inc.  Citigroup will also replace Citicorp as guarantor
for any debt Citicorp has previously guaranteed (Associates and
CitiFinancial as examples) and guarantee any debt issued by
Citigroup Funding.

This action will affect approximately $128 billion of long-term
debt issued by Citicorp, Associates, CitiFinancial Credit Corp.,
and Citigroup Global Market Holdings Inc.  An additional $24
billion of short-term debt will also be affected.  A complete list
of ratings is found at the end of this document.

These ratings have been affirmed by Fitch:

   Citigroup Inc.

       -- Senior unsecured 'AA+';
       -- Subordinated debt 'AA';
       -- Preferred stock 'AA';
       -- Short-term rating 'F1+';
       -- Individual 'A';
       -- Support '5';
       -- Rating Outlook Stable.

   Citigroup Capital Trust II through X

       -- Preferred stock 'AA';
       
   Citicorp Capital Trusts I through III

       -- Preferred stock 'AA';

   Citigroup Global Markets Holdings Inc.

       -- Senior unsecured 'AA+';
       -- Subordinated debt 'AA';
       -- Preferred stock 'AA';
       -- Short-term rating 'F1+'.

   Citigroup Global Markets Inc.

       -- Short-term rating 'F1+'.

These bank ratings are also affirmed:

   Citibank N.A.
   Citibank (Nevada) N.A.
   Citibank (South Dakota) N.A.
   Citibank Delaware
   Citibank FSB
   Citibank(New York State)
   
   Citibank West FSB

       -- Long-term deposits 'AA+';
       -- Long-term senior 'AA+';
       -- Short-term deposits 'F1+';
       -- Short-term 'F1+';
       -- Individual 'A'
       -- Support '1'
       -- Rating Outlook Stable.

   Citibank International Bank

       -- Senior unsecured 'AA+';
       -- Short-term 'F1+';
       -- Support '1'.

   CitiFinancial Europe PLC

       -- Senior unsecured 'AA+';
       -- Subordinated debt 'AA'.

   Associates First Capital Corp.

       -- Senior unsecured 'AA+';
       -- Subordinated debt 'AA'.

   Associates Corp of North America

       -- Senior unsecured 'AA+';
       -- Subordinated debt 'AA'.

   Arcadia Financial LTD.

       -- Senior debt 'B'.

Ratings to be withdrawn upon completion of restructure

   Citicorp Inc.

       -- Senior unsecured 'AA+';
       -- Subordinated debt 'AA';
       -- Preferred stock 'AA';
       -- Short-term 'F1+';
       -- Individual 'A';
       -- Support '5'.

   Citigroup Global Markets Holdings Inc.

       -- Individual 'B';
       -- Support '1'.

   Citibank (West) Holdings Inc.

       -- Senior unsecured 'AA+'.
       -- Individual 'A';
       -- Support '1'

   Citibank (West) Bancorp Inc.

       -- Senior unsecured 'AA+'.
       -- Individual 'A';
       -- Support '1'
       
   Avco Financial Services, Inc.

       -- Senior unsecured 'AA+'.


CONSTAR INTERNATIONAL: Completes $290 Million Refinancing
---------------------------------------------------------
Constar International Inc. (NASDAQ:CNST) has completed its
previously announced refinancing plan.  The $290 million
refinancing consisted of the sale of $220 million of senior
secured floating rate notes due 2012 and a new, four year
$70 million senior secured asset-based revolving credit facility.

The notes bear interest at an annual rate equal to LIBOR plus
3.375%, reset quarterly.  The credit facility initially bears
interest at an annual rate equal to a Base Rate plus 1.25% or
LIBOR plus 2.25%, and after the delivery of the Company's
financial statements for the fiscal quarter ending June 30, 2005,
a Base Rate plus a margin ranging from 1.00% to 1.50% or LIBOR
plus a margin ranging from 2.00% to 2.50%, depending on average
monthly available credit under the credit facility.  The credit
facility provides that up to $25 million is available for letters
of credit and there is a $15 million swing loan subfacility.

Proceeds from the notes and the new credit facility were used to
repay the Company's existing senior secured revolving credit
facility, term B and second lien term loans, and to pay fees and
expenses related to the refinancing.  The new credit facility will
also be used for general corporate purposes.

William S. Rymer, Constar's Executive Vice President and Chief
Financial Officer, commented, "This transaction has enabled the
Company to simultaneously reduce interest rate spreads and extend
the average maturity dates on our secured debt.  In addition, the
terms of the new credit facility give the Company increased
financial flexibility going forward."

The Company expects to record a non-cash charge of approximately
$7.7 million in the 2005 first quarter to write off unamortized
fees related to the refinanced debt, and to recognize a $3.5
million loss related to prepayment penalties associated with early
termination of the Company's existing term B and second lien term
loans. These two charges total approximately $11.2 million after
tax or approximately $0.90 per diluted share.

The senior secured floating rate notes were issued in a private
placement and resold by the initial purchasers to qualified
institutional buyers under Rule 144A of the Securities Act of 1933
and Regulation S.  The senior secured floating rate notes have not
been registered under the Securities Act and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements.  This press release
does not constitute an offer to sell or the solicitation of an
offer to buy any security in any jurisdiction in which such offer
or sale would be unlawful.  Additional information regarding the
refinancing can be obtained in the Company's SEC filings.

Headquartered in Philadelphia, Pennsylvania, Constar
International, Inc. is a global designer, manufacturer, and seller
of PET (polyethylene terephthalate) plastic containers and
pre-forms.  Products are used for a variety of beverage, food, and
other consumer end-use applications.  For the twelve months ended
Sept. 30, 2004, net revenue was approximately $800 million.

                          *     *     *

As reported in the Troubled Company Reporter on Feb 4, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Constar International Inc., to 'B+' from 'BB-'.  The
outlook is negative.

At the same time, Standard & Poor's assigned its 'B' rating to the
company's proposed $210 million senior secured floating-rate notes
due 2012, based on preliminary terms and conditions, to be issued
under Rule 144A with registration rights.

The senior secured floating-rate notes are rated one notch below
the corporate credit rating, reflecting the substantial amount of
secured debt relative to the underlying collateral and the
noteholders' marginal recovery prospects in a default scenario.

The floating-rate notes are secured by a first-priority lien on
all real property, equipment, and fixed assets of the company's
domestic and U.K. operating plants.  The notes will be guaranteed
by all domestic and U.K. subsidiaries.

Proceeds from the floating-rate notes and a proposed $80 million
secured revolving credit facility will be used to refinance the
company's existing credit facilities and for fees and expenses.

Following completion of the proposed transaction, ratings on the
existing credit facilities would be withdrawn.  Pro forma for the
transaction, Philadelphia, Pennsylvania-based Constar will have
approximately $413 million in total debt outstanding.

"The downgrade incorporates the weaker-than-expected trend in the
company's operating cash flows in 2004, limited liquidity, and
subpar credit measures that are not expected to strengthen to
levels appropriate for the previous rating," said Standard &
Poor's credit analyst Liley Mehta.


CRACAR CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: CraCar Construction Company
        2424 South 3270
        West Valley City, Utah 84119

Bankruptcy Case No.: 05-21751

Type of Business: The Debtor is an excavation contractor.

Chapter 11 Petition Date: February 9, 2005

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Douglas J. Payne, Esq.
                  Gary E. Jubber, Esq.
                  Fabian & Clendenin
                  215 South State Street, 12th Floor
                  P.O. Box 510210
                  Salt Lake City, UT 84151
                  Tel: 801-531-8900
                  Fax: 801-596-2814  

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Comfort Systems USA                         $49,433
2035 South Milestone Drive
Salt Lake City, UT 84104

Western Wholesale Flooring                  $45,662
823 South Main
Riverton, UT 84065

Service Experts                             $36,084
P.O. Box 1875
Provo, UT 84603

Shamrock Plumbing                           $30,693
340 West 500 North
North Salt Lake, UT 84054

Discount Tile                               $27,462

Frenchy Stucco                              $25,710

CencoTech, Inc.                             $22,000

Innovative Homes & Development              $20,000

Construction Accounting Services            $17,900

Vista Landscaping                           $17,523

Resort Construction                         $16,736

Rocky Mountain Stove & Fireplace            $16,542

House of Cabinets                           $15,606

Aspen Countertops                           $12,368

Hansen All Seasons Insulation               $12,350

Protech Roofing                             $12,188

Tire Distribution Systems, Inc.             $11,928

Nu West                                     $11,854

Greene Concrete Cutting                     $10,955

Appollo Marble and Granite                  $10,861


CRYOPAK INDUSTRIES: Incurs $400,000 Net Loss in Fourth Quarter
--------------------------------------------------------------
Cryopak Industries, Inc., (TSX VENTURE:CII)(OTCBB:CYPKF) reported
its results for the third quarter ended December 31, 2004.

                       Operating Results

Net loss for the quarter was reduced to $400,000 as compared to a
net loss of $500,000 for the same period in the prior year.  Sales
for the quarter ended December 31, 2004 were $2.9 million as
compared to sales of $3.4 million for the quarter ended Dec. 31,
2003.

Sales and marketing expenses for the quarter were reduced to
$300,000 as compared to $500,000 for the quarter ended Dec. 31,
2003, as a result of the continued monitoring of discretionary
expenditures.  General and administrative costs for the quarter
were reduced to $500,000 as compared to $600,000 for the quarter
ended Dec. 31, 2003, reflecting the reduced operating cost
structure.

"Looking ahead we continue to feel confident in our revenue growth
potential, particularly in the pharmaceutical package segment of
our business, despite a highly competitive retail and industrial
marketplace.  As well, we are extremely pleased that we have
secured an amendment to a portion of our convertible loan
agreement on financially responsible terms," stated Mr. Martin
Carsky, President and CEO of Cryopak.

                   Convertible Loan Agreement

Cryopak announced on January 19, 2005, that it has reached an
agreement with the holders of 40% of the Company's outstanding
$3.6 million convertible loan agreement -- CLA -- to amend and
restate the CLA.

Under the terms of the amended CLA, interest, which had been
accumulating at 10% per annum, has been forgiven, and 2.53%
interest added to the outstanding principal.  The principal will
be repayable in equal instalments every six months beginning
December 31, 2006.  A reduced interest rate of LIBOR plus 25 basis
points will be paid on the outstanding principal during this
period.  The amended CLA is no longer convertible into common
shares of the Company.

This offer has also been made to the remaining holders with an
interest in the CLA and the Company is in discussions with
representatives for certain of those parties at this time.

With facilities in Vancouver and Montreal, Cryopak provides
temperature-controlling products and solutions.  The Company's
clients include some of North America's leading retailers and
consumer goods companies, as well as global pharmaceutical
companies.  In its retail business, the Company develops,
manufactures and sells reusable ice substitutes, flexible hot and
cold compresses, reusable gel ice and instant hot and cold packs.  
These products are marketed under such popular brand names as
Ice-Pak(TM), Flexible Ice(TM) Blanket, Simply Cozy(R), and Flex
Pak(TM).  In its pharmaceutical business, the Company engineers
solutions and supply products that help our customers safely
transport their temperature sensitive pharmaceuticals.  Over the
past few years the Company has evolved into a recognized player in
this growing segment as we assist customers in optimizing their
cold chain processes.  The Company's shares are listed on the TSX
Venture Exchange under the symbol CII.  For more information about
the Company, visit http://www.cryopak.com/or call
1-800-667-2532.

                         *     *     *

                       Going Concern Doubt

During the six months ended September 30, 2004, Cryopak Industries
incurred a loss of $516,819.  During the three-year period ended
March 31, 2004, the Company incurred losses topping $5 million,
and during the year ended March 31, 2004, the Company reported
negative cash flows from operations of $297,883.  As at September
30, 2004, the deficit is $7,009,847 and the working capital
deficiency is $4,541,266.  The Company continues to be in default
on the repayment of the principal and accrued interest of the
convertible loan, which was due on June 7, 2003.

These conditions raise substantial doubt on Company's ability to
continue as a going concern.

As of Dec. 31, 2004, Cryopak's balance sheet shows a 1:2 liquidity
ratio, with $3.4 million in current assets available to pay $6.9
million in current liabilities.  Cryopak's shareholder equity
continually erodes as losses continue.  At Dec. 31, 2004,
shareholder equity stood at $2,907,944, down from $3,767,596 at
March 31, 2004.


DECORAH LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Decorah LLC
        2605 14th Court
        Adams, Wisconsin 53910

Bankruptcy Case No.: 05-10795

Chapter 11 Petition Date: February 8, 2005

Court: Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Timothy J. Peyton, Esq.
                  Kepler & Peyton
                  634 West Main Street, Suite 202
                  Madison, WI 53703
                  Tel: 608-257-5424

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


DELTA FUNDING: Moody's Downgrades Ratings on 2 Low-B Certificates
-----------------------------------------------------------------
Moody's Investors Service has upgraded six certificates from three
transactions and has downgraded two certificates from two
transactions, issued by Delta Funding Corporation.  The
transactions are backed by primarily first lien adjustable and
fixed rate subprime mortgage loans.  These transactions, with the
exception of the 2000-3 deal, are currently serviced by Ocwen
Federal Bank FSB.  Countrywide Home Loans, Inc., is the servicer
for the 2000-3 transaction.

The six subordinate certificates from the 1997-3, 1997-4, and
1998-2 transactions are being upgraded based on the substantial
build up in credit support.  The projected pipeline losses are not
expected to significantly affect the credit support for these
certificates.  The seasoning of the loans and low pool factors
reduce loss volatility.

The two subordinate certificates are being downgraded due to the
reduced credit enhancement levels relative to the current
projected losses on the underlying pools.  The transactions have
taken significant losses causing gradual erosion of the
overcollateralization.  As of the December 15th reporting date,
the realized loss in the 1998-2 adjustable rate is 5.40% and in
the 2000-3 deal is 5.39%.

Moody's complete rating actions are:

   -- Issuer: Delta Funding Corporation

      Upgrades:

         * Series 1997-3; Class M-1F, upgraded to Aaa from Aa2
         * Series 1997-3; Class M-2F, upgraded to Aa2 from A2
         * Series 1997-3; Class B-1A, upgraded to Ba3 from Baa1
         * Series 1997-4; Class M-1F, upgraded to Aaa from Aa2
         * Series 1997-4; Class M-2F, upgraded to Aa2 from A2
         * Series 1998-2; Class M-2A, upgraded to Aa2 from A2

      Downgrades:

         * Series 1998-2; Class B-1A, downgraded to Ba3 from Baa3
         * Series 2000-3; Class B, downgraded to B1 from Baa3


DOBSON COMMS: Amends Registration for Preferred Equity Offering
---------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) has filed a pre-
effective amendment to its registration statement with the U.S.
Securities and Exchange Commission, reflecting changes to the
terms of its proposed offer to exchange cash and stock for up to
all of its outstanding 12.25% Senior Exchangeable Preferred Stock
and 13% Senior Exchangeable Preferred Stock.

As revised, upon commencement of the Exchange Offer, for each
share of preferred stock tendered, accepting holders would
receive:

     (1) cash in the amount of $301 and

     (2) one share of Dobson's newly created Series J Mandatory
         Convertible Preferred Stock.

Each share of Series J Preferred Stock would be convertible at the
option of the holder into 209 shares of Dobson's Class A Common
Stock, and would automatically convert into 209 shares of Dobson's
Class A Common Stock if the volume weighted average price of the
Class A Common Stock for any consecutive 20-day period ending on a
date following the Authorization Date (as described below) exceeds
$2.25 per share.  If the Exchange Offer is consummated, Dobson
intends to seek common shareholder approval of an increase in the
amount of its authorized Class A Common Stock at its 2005 Annual
Meeting of Stockholders by an amount at least equal to the number
of shares of Class A Common Stock issuable upon conversion of all
shares of Series J Preferred Stock issued in the Exchange Offer.  
No conversion of the Series J Preferred Stock would be permitted
until after the date such approval is obtained.

The Series J Preferred Stock would have a liquidation preference
per share in an amount equal to the greater of:

     (1) $560 plus amounts accreting thereon, and

     (2) the amount to be received upon liquidation on an as-
         converted basis.

The liquidation preference would initially accrete at a rate of
1.5% per annum, with such rate increasing by 1% semi-annually
thereafter until redemption or conversion.  The Series J Preferred
Stock is subject to mandatory redemption on November 1, 2013.

As part of the Exchange Offer, Dobson would also solicit consents
from holders of its 12.25% preferred stock and 13% preferred stock
to:

     (1) amend the respective certificate of designation governing
         each series of preferred stock to eliminate all voting
         rights, other than voting rights required by law, and
         substantially all of the restrictive covenants applicable
         to such series of preferred stock and

     (2) waive compliance by Dobson with the provisions of such
         certificates of designation that are proposed to be
         eliminated by the proposed amendments until the proposed
         amendments become effective or until 18 months after the
         expiration date of the Exchange Offer.

A holder of preferred stock that delivers such consent and waiver
would not be entitled to any fee or other additional consideration
in connection therewith.

The changes to the terms of the proposed Exchange Offer reflected
in the amended Registration Statement reflect substantial
discussions with, and input from, certain representatives of the
holders of the 12.25% preferred stock and 13% preferred stock and
their advisors; however, such representatives have advised Dobson
that neither the initial terms and conditions of the proposed
Exchange Offer nor the amended terms and conditions of the
proposed Exchange Offer are acceptable to them at present.  
Nevertheless, it is the present intention of Dobson to proceed
with the offer substantially as set forth in its amended filing in
the event the Registration Statement is declared effective by the
SEC on or before Feb. 14, 2005.

The dealer manager and solicitation agent for the concurrent
Exchange Offer and Consent Solicitation is Houlihan Lokey Howard &
Zukin Capital, Inc.

Questions regarding the Exchange Offer and Consent Solicitation
may be directed to and, after the Exchange Offer and Consent
Solicitation are commenced, a copy of the written prospectus
relating to the Exchange Offer and Consent Solicitation may be
obtained from the information agent, Bondholder Communications
Group, 30 Broad Street, 46th Floor, New York, New York 10004 at
(212) 809-2663.  These securities are offered only by means of a
written prospectus.  This is neither an offer to sell nor a
solicitation of an offer to buy any securities.

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

                        About the Company

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States.  Headquartered in
Oklahoma City, Dobson owns wireless operations in 16 states.  For
additional information on Dobson and its operations, please visit
its Website at http://www.dobson.net/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 22, 2004,
Moody's Investors Service assigned a B2 rating to the proposed
first priority senior secured notes due 2011 and a B3 rating to
the second priority notes due 2012 being issued by Dobson Cellular
Systems, Inc., a subsidiary of Dobson Communications Corp. In
addition, Moody's downgraded Dobson Communications' senior implied
rating to Caa1 and its senior unsecured rating to Ca, among other
ratings actions. The ratings outlook remains negative.

Dobson Communications Corporation

   -- Senior implied rating downgraded to Caa1 from B2

   -- Issuer rating downgraded to Ca from Caa1

   -- $300 million 10.875% Senior Notes due 2010 downgraded to Ca
      from Caa1

   -- $594.5 million 8.875% Senior Notes due 2013 downgraded to Ca
      from Caa1

   -- 12.25% Senior Exchangeable Preferred Stock due 2008
      downgraded to C from Caa3

   -- 13% Senior Exchangeable Preferred Stock due 2009 downgraded
      to C from Caa3

American Cellular Corporation, (f.k.a. ACC Escrow Corp.)

   -- $900 million 10% Senior Notes due 2011 downgraded to Caa1
      from B3

Dobson Cellular Systems, Inc.

   -- $75 million (reduced from $150 million) senior secured
      revolving credit facility due 2008 affirmed at B1

   -- $550 million senior secured term loan due 2010 rating
      withdrawn

   -- $250 million (assumed proceeds) First Priority Fixed Rate
      Senior Secured Notes due 2011 assigned B2

   -- $250 million (assumed proceeds) First Priority Floating Rate
      Senior Secured Notes due 2011 assigned B2

   -- $200 million (assumed proceeds) Second Priority Senior
      Secured Notes due 2012 assigned B3

The downgrade of the senior implied rating to Caa1 reflects the
much weaker than expected cash flow in 2004 and beyond for the
Dobson Communications family and the resulting negative
consolidated free cash flows of the company. Further, the
downgrade reflects the expectation that, absent material
improvement in cash flow generation from the Dobson Cellular
subsidiary, Dobson Communications' capital structure is
unsustainable.


ENTERPRISE PRODUCTS: Prices Public Offering of Common Units
-----------------------------------------------------------
Enterprise Products Partners L.P. (NYSE:EPD) disclosed that it has
priced a public offering of 15,000,000 common units, which was
increased from the originally announced offering of 10,000,000
common units.  The units were priced to the public at $27.05 per
unit, based on the closing price of the units on the New York
Stock Exchange on Feb. 10, 2005, resulting in gross proceeds of
approximately $414 million.  Enterprise has granted the
underwriters an option to purchase up to 2,250,000 additional
common units to cover over-allotments, if any.

Enterprise will use the net proceeds of approximately $397 from
this offering to permanently reduce borrowings and commitments
outstanding under its 364-day acquisition credit facility.
Remaining proceeds will be used for general partnership purposes,
which may include acquisitions, capital expenditures or the
temporary reduction of amounts borrowed under Enterprise's multi-
year revolving credit facility.

UBS Investment Bank and Citigroup Global Markets Inc. are acting
as joint book-running managers for the offering.  The co-managing
underwriters participating in this offering are Goldman, Sachs &
Co., Lehman Brothers Inc., Morgan Stanley & Co. Incorporated,
Wachovia Capital Markets, LLC, A.G. Edwards & Sons, Inc, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Raymond James &
Associates, Inc., Sanders Morris Harris Inc, RBC Capital Markets
Corporation and KeyBanc Capital Markets, a division of McDonald
Investments Inc.  A copy of the final prospectus supplement can be
obtained from any of the underwriters, including UBS Securities
LLC at 299 Park Avenue, 29th floor, New York, NY, 10171, or
Citigroup Global Markets Inc. at Brooklyn Army Terminal, 140 58th
Street, 8th floor, Brooklyn, N.Y. 11220. Any direct requests to
UBS should be to the attention of the Prospectus Department at
212-713-8802, and direct requests to Citigroup should be to the
attention of the Prospectus Department at 718-765-6732 or by fax
at 718-765-6734.

This press release does not constitute an offer to sell or a
solicitation of an offer to buy the limited partner interests
described in this press release, nor shall there be any sale of
these limited partner units in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such jurisdiction.  The offer is being made only through the
prospectus as supplemented, which is part of a shelf registration
statement that became effective on Apr. 21, 2003.
About the Company

                     About the Company

Enterprise Products Partners L.P. is one of the largest publicly
traded energy partnerships with an enterprise value of more than
$14 billion, and is a leading North American provider of midstream
energy services to producers and consumers of natural gas, natural
gas liquids (NGLs) and crude oil.  Enterprise transports natural
gas, NGLs and crude oil through 31,000 miles of onshore and
offshore pipelines and is an industry leader in the development of
midstream infrastructure in the Deepwater Trend of the Gulf of
Mexico. Services include natural gas transportation, gathering,
processing and storage; NGL and propylene fractionation (or
separation), transportation, storage, and import and export
terminaling; crude oil transportation and offshore production
platform services.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Standard & Poor's Rating Services affirmed its 'BB+' corporate
credit rating on Enterprise Products Partners L.P.

At the same time, Standard & Poor's assigned its 'BB+' senior
unsecured rating to Enterprise Products' subsidiary Enterprise
Products Operating L.P.'s proposed (in aggregate) $2.0 billion
note issues. The notes will be issued in four tranches, due 2007,
2009, 2014 and 2034.

Total debt principal outstanding at Dec. 31, 2004 was
approximately $4.3 billion, which represented 44.2% of the
partnership's total capitalization.  Enterprise had cash of
approximately $34 million at the end of 2004.


FCCI INSURANCE: S&P Cuts Credit Rating to 'BBpi' from 'BBBpi'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on FCCI Insurance Company (FCCI)
and its wholly owned reinsured subsidiary, National Trust
Insurance Company, to 'BBpi' from 'BBBpi'.

"The ratings reflect the companies' extremely strong
capitalization, good liquidity, weak operating performance, and
high geographic and product-line concentrations," said Standard &
Poor's credit analyst Daniel Posternak.

FCCI is a Florida-domiciled property/casualty insurer that
primarily writes workers' compensation insurance in Florida.  The
company is wholly owned by FCCI Group Inc., an intermediate
holding company that is wholly owned by FCCI Mutual Insurance
Holding Company.

FCCI is licensed to operate in 19 states.  It serves as the
reinsurer for four affiliated property/casualty insurance
subsidiaries:

   -- Monroe Guaranty Insurance Company,
   -- National Trust Insurance Company,
   -- Brierfield Insurance Company, and
   -- FCCI Commercial Insurance Company.

Ratings with a 'pi' subscript are based on an analysis of an
insurer's published financial information and additional
information in the public domain.  They do not reflect in-depth
meetings with an insurer's management and are therefore based on
less comprehensive information than ratings without a 'pi'
subscript.  Ratings with a 'pi' subscript are reviewed annually
based on a new year's financial statements, but may be reviewed on
an interim basis if a major event that may affect the insurer's
financial security occurs.  Ratings with a 'pi' subscript are not
subject to potential CreditWatch listings.


FIREARMS TRAINING: Balance Sheet Upside Down by $36.9 Million
-------------------------------------------------------------
Firearms Training Systems, Inc. (OTC: FATS) reported earnings for
the third quarter of its fiscal year ending March 31, 2005.

Revenue for the third quarter was $21.0 million versus
$16.5 million for the same period of the previous year.  Operating
income for the third quarter was $2.6 million versus $2.2 million
for the third quarter of its 2004 fiscal year.  Third quarter net
income applicable to common shareholders was $0.8 million,
compared with a net loss of ($80,000) for the same period of the
previous year.

Year-to-date revenue was $59.2 million versus $45.0 million for
the same period of the previous year.  Operating income for year-
to-date was $6.1 million versus $3.0 million for the same period
in fiscal 2004.  Year-to-date net loss applicable to common
shareholders was ($0.7 million), compared with a net loss of
($2.6 million) for the same period of fiscal 2004.

Ronavan R. Mohling, the Company's Chairman and Chief Executive
Officer stated, "We are pleased to report substantial increases in
revenue, gross profit and operating income.  We achieved a revenue
increase of 27% during the third quarter and a 31% increase on a
year-to-date basis.  The higher revenue for the third quarter can
be attributed to a significant increase in sales to International
military customers.  On a year-to-date basis revenues have
increased 59% for U.S. military customers and 29% for our
International military customers. U.S. law enforcement sales are
lower than a year ago reflecting state and municipality budget
constraints. As a result of our higher revenues, operating income
increased for both time periods.  Net income for the third quarter
was positive and improved due to higher revenue, elimination of
mandatorily preferred stock dividends, and lower debt cost as a
result of our successful debt refinancing on Sept. 30, 2004. On a
year-to-date basis our net loss improved due to higher revenues,
but was still negatively impacted by the higher debt cost and
preferred stock dividends during our first two quarters.

"We are also pleased to announce that the Company's backlog
increased $6.0 million from the second quarter even with the 27%
increase in revenue.  Bookings for the quarter were $27 million
and included major orders from the United Kingdom Ministry of
Defence, U.S. Army, Baghdad Police Academy, U.S. Air Force and
Belgian Defence Force."

At Dec. 31, 2004, Firearms Training Systems reports a
stockholders' deficit of $36,978,000.

                        About the Company

Firearms Training Systems, Inc. -- http://www.fatsinc.com/--    
designs and sells software and hardware simulation training
systems that improve the skills of the world's military, law
enforcement and security forces.  FATS training systems provide
judgmental, tactical and combined arms experiences, utilizing
company-produced weapons and simulators.   The Company serves U.S.
and international customers from its headquarters in Suwanee,
Georgia, with branch offices in Australia, Canada, Singapore,
Netherlands and United Kingdom.


FIRST NATIONWIDE: Fitch Affirms Single B Ratings on Three Classes
-----------------------------------------------------------------
Fitch has taken rating actions on the First Nationwide Trust,
residential mortgage-backed certificates:

   Series 1999-2 groups I and II

      -- Class A affirmed at 'AAA';
      -- Class C-B-1 upgraded to 'AAA' from 'AA+';
      -- Class C-B-2 upgraded to 'AAA' from 'A';
      -- Class C-B-3 upgraded to 'AA' from 'BBB';
      -- Class C-B-4 upgraded to 'BBB' from 'BB';
      -- Class C-B-5 affirmed at 'B'.

   Series 1999-2 groups III and IV

      -- Class A affirmed at 'AAA';
      -- Class D-B-1 affirmed at 'AAA';
      -- Class D-B-2 affirmed at 'AAA';
      -- Class D-B-3 affirmed at 'AAA';
      -- Class D-B-4 affirmed at 'BBB-';
      -- Class D-B-5 affirmed at 'B'.

   Series 1999-3 groups I and II

      -- Class A affirmed at 'AAA';
      -- Class C-B-1 upgraded to 'AAA' from 'AA';
      -- Class C-B-2 upgraded to 'AAA' from 'A';
      -- Class C-B-3 upgraded to 'AA' from 'BBB'.

   Series 1999-3 group III

      -- Class A affirmed at 'AAA';
      -- Class III-B-1 affirmed at 'AAA';
      -- Class III-B-2 upgraded to 'AAA' from 'AA';
      -- Class III-B-3 upgraded to 'AA' from 'BBB';
      -- Class III-B-4 upgraded to 'A' from 'BB';
      -- Class III-B-5 affirmed at 'B' and removed from Rating
         Watch Negative.

The affirmations, affecting approximately $54.1 million of
outstanding certificates, reflect performance and credit
enhancement - CE -- levels that are generally consistent with
expectations.  The upgrades reflect a substantial increase in CE
relative to future loss expectations and affect approximately
$24.7 million of outstanding certificates.  CE (provided by
subordination) for the upgraded classes has grown to at least 7
times the original amount.

The pool factors for the transactions (current principal balance
as a percentage of original) are all very low and range from 5% to
7% outstanding.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
web site at http://www.fitchratings.com/


FEDERAL MOGUL: Discloses J.M. Alapont's Employment & Pension Pacts
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 4, 2005,
Federal-Mogul Corporation reported that Jose Maria Alapont is the
Court-approved President and Chief Executive Officer.  Mr. Alapont
will also join the board of directors of Federal-Mogul.

According to Federal-Mogul's Form 8-K filing with the Securities
and Exchange Commission, the 54-year old Mr. Alapont will commence
employment on March 1, 2005.  Federal-Mogul's Secretary Lance M.
Lis reports that until Mr. Alapont obtains an appropriate work
visa from the United States of America, Mr. Alapont cannot be
employed by a U.S. company.  Therefore, until he has an
appropriate visa permitting him to be employed by Federal-Mogul,
Mr. Alapont will be employed in accordance with the terms of the
Employment Agreement by one of the Federal-Mogul's foreign non-
debtor affiliates.

Mr. Alapont's Employment Agreement has a five-year term, and
provides for a base annual salary of $1.5 million.  It also
provides an opportunity for an annual bonus in the target amount
of $1.5 million, and the actual bonus may range from no bonus up
to 150% of the Target Bonus based on the financial performance of
the Company.

A full-text copy of Mr. Alapont's Employment Agreement is
available free of charge at:

   http://www.sec.gov/Archives/edgar/data/34879/000119312505019972/dex101.htm

Mr. Lis tells the SEC that the Employment Agreement does not grant
any stock options in the company.  However, the Plan Proponents
who are signatories to the Employment Agreement have agreed, with
the consent of High River Limited Partnership, to amend the Plan
to provide that the reorganized Federal-Mogul will grant Mr.
Alapont non-qualified stock options.

The Employment Agreement also provides for supplemental executive
retirement benefits for the 401(k) plan and the qualified defined
benefit plan in addition to a non-qualified defined benefit key
executive pension plan.

A full-text copy of Mr. Alapont's Key Executive Pension Plan is
available at no extra cost at:

  http://www.sec.gov/Archives/edgar/data/34879/000119312505019972/dex102.htm

To replace the bonus payment Mr. Alapont represents that he is
entitled to from his former employer for the year ended
December 31, 2004, the Employment Agreement provides for a
$1,500,000 potential lost bonus payment, net of any bonus payment
actually paid to him by his former employer.  If Mr. Alapont
terminates his employment without cause before the completion of
one year of employment, then he will repay the full amount of his
Lost Bonus, Mr. Lis adds.

Under the Employment Agreement, Mr. Alapont will establish his
place of residence in the Detroit, Michigan metropolitan area
within 30 days after obtaining his work visa.

Federal-Mogul and Mr. Alapont are also entering into a Change in
Control Employment Agreement, which agreement is identical to
change in control employment agreements between the Company and
certain other officers of the Company.  Any payments and benefits
provided to Mr. Alapont under the Employment Agreement will be
offset and credited against as payments and benefits under his
Change in Control Employment Agreement.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  (Federal-Mogul
Bankruptcy News, Issue Nos. 65 & 72; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FIRST UNION: S&P Affirms BB+ Rating on Class G Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, E, and F of First Union National Bank Commercial Mortgage
Trust's commercial mortgage pass-through certificates series
1999-C4.  Concurrently, all other outstanding ratings are
affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.

As of January 2005, the trust collateral consisted of 142
commercial mortgages with an outstanding balance of $730.4
million, down 17.5% since issuance.  To date, there have been two
realized losses totaling $1.27 million (0.14% of the initial pool
balance).  The master servicer, Wachovia Bank N.A., reported full-
year 2003 net cash flow -- NCF -- debt service coverage ratios
(DSCRs) for 91.8% of the pool.  This excludes 8.7% of the pool,
which has been defeased, and 3.1% of the pool, which consists of
CTLs -- credit tenant leases.  Based on this information, and
excluding CTLs and defeasance, Standard & Poor's calculated a
1.38x weighted average DSCR for the pool, slightly improved from
1.35x at issuance.

The current weighted average DSCR for the top 10 loans, which
comprises 28.2% of the pool, is 1.56x, compared to 1.48x at
issuance.  However, this DSCR is skewed by the fact that the
largest loan, the Washington REIT portfolio for $50.0 million,
reports a very strong 2.63x DSCR as of year-end 2003 and is an
interest-only loan.  The loan is secured by five multifamily
properties located in Virginia and is a full recourse loan to
Washington Real Estate Investment Trust -- WRIT.  WRIT is rated
'A-'.  DSCRs for six of the top 10 loans have weakened since
issuance, one of which is on the servicer's watchlist.  The
calculation excludes the 10th-largest loan, which has not reported
DSCR since Sept. 30, 2003.  Property inspection reports provided
by Wachovia for the top 10 loans noted all of the properties to be
in at least good overall condition.

As of January 2005, four loans totaling $27.3 million, or 3.7%,
were with the special servicer, Allied Capital Corporation --
Allied.  One loan is 90-plus days delinquent and three assets are
REO.  There are no other delinquent loans in the pool.  Three of
the loans are discussed below:

   -- The largest specially serviced asset, Gateway Center, is
      REO, has a current balance of $11.9 million, and a total
      exposure of $13.4 million (1.63%, $134 per sq. ft.).  The
      Gateway Center is a 100,272-sq.-ft. retail property located
      in Federal Way, Washington -- between Seattle and Tacoma.

      The property lost several tenants including a General Cinema
      movie theater operator, which went bankrupt.  A new theater
      operator has been found to lease the space and current
      occupancy at the center is reported to be 92.6%.  A May 2004
      appraisal valued the property as is at $12.1 million.
      Allied intends to market the property for sale this year and
      does not expect a loss upon disposition.

   -- Grand Court Denver has a balance of $10.2 million, a total
      exposure of $12.5 million (1.4%, $82,720 per bed), and is
      secured by a 151-bed assisted living facility in Denver.

      This asset was transferred to special servicing in late 2001
      and became REO in October 2002.  The property had a reported
      occupancy of 58.3% as of November 2004.  The most recent
      appraisal from June 2004 valued the property at
      $7.1 million.  A loss is expected upon disposition.

   -- The Timbers Apartments has a balance of $3.74 million
      (0.51%, $22,700 per unit) and is 90-plus days delinquent.

      The loan was recently transferred to Allied in October 2004
      and the borrower has requested a forbearance agreement.
      The loan is secured by a 170-unit multifamily property
      located in Irving, Texas that is suffering from weak rents
      and low economic occupancy due to the soft rental market.

The servicer's watchlist includes 39 loans totaling
$155.3 million, or 21.3%.  The loans are on the watchlist due to
low occupancies, low DSCRs, or upcoming lease expirations, and
were stressed accordingly by Standard & Poor's.

The pool has geographic concentrations greater than 10% in:

   -- Florida (13.8%),
   -- California (13.7%), and
   -- Georgia (10.2%).

Property type concentrations greater than 10% include:

   -- multifamily (45.8%),
   -- retail (33.1%), and
   -- lodging (10.7%).

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans.  The expected losses and resultant credit enhancement
levels adequately support the raised and affirmed ratings.

                         Ratings Raised
   
       First Union National Bank Commercial Mortgage Trust
    Commercial mortgage pass-thru certificates series 1999-C4
   
                      Rating
                      ------
           Class   To       From    Credit Enhancement
           -----   --       ----    ------------------
           B       AAA      AA+                 25.29%
           C       AAA      A+                  19.53%
           D       AA       A-                  17.71%
           E       A-       BBB                 13.77%
           F       BBB+     BBB-                11.95%
    
                        Ratings Affirmed
   
       First Union National Bank Commercial Mortgage Trust
    Commercial mortgage pass-thru certificates series 1999-C4
   
               Class   Rating   Credit Enhancement
               -----   ------   ------------------
               A-1     AAA                  31.66%
               A-2     AAA                  31.66%
               G       BB+                   7.41%
               IO      AAA                    N/A


FLO COMMUNITY WATER: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Flo Community Water Supply Corporation
        P.O. Box 1090
        Buffalo, Texas 75831

Bankruptcy Case No.: 05-60266

Type of Business: The Debtor is a water supply company.

Chapter 11 Petition Date: February 9, 2005

Court: Western District of Texas (Waco)

Judge: Larry E. Kelly

Debtor's Counsel: John A. Montez, Esq.
                  Montez, Williams & Baird, P.C.
                  3809 West Waco Drive
                  Waco, TX 76710
                  Tel: 254-759-8600
                  Fax: 254-759-8700

Total Assets: $372,981

Total Debts:  $2,052,215

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
U.S. of America-USDA          Value of Collateral:    $1,048,620
Rural Development             $1,176,962
2 Financial Plaza, Ste 745    Net Unsecured:
Huntsville TX 77340           $128,342

Palestine Water Well          Arbitration award         $548,939
Services
Attn: Jeri Pritchett
Rt. 6, Box 6901
Palestine TX 75801

Texas Water Devt. Board       Net Unsecured:            $165,000
P.O. Box 13231                $165,000
Austin TX 78711 $165,000

Robert O. Thomas              Legal fees                 $55,313

William C. Rice Jr.           Legal fees                  $6,119


FOOTSTAR INC: Wants Plan Filing Period Extended Until April 13
--------------------------------------------------------------
Footstar Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for an extension,
until April 13, 2005, of their exclusive period to file a plan of
reorganization and solicit acceptances to that plan.

The Debtors remind the Court that their Joint Plan of
Reorganization, filed on Nov. 12, 2004, is premised on the
assumption that the master agreement governing its relationship
with Kmart Corp. will be assumed.  Kmart however, isn't keen on
the idea.  Footstar's motion to assume the agreement and Kmart's
objections remain sub judice.  Unless the Court issues a favorable
decision with the Assumption Motion, Footstar can't distribute its
approved Disclosure Statement and solicit acceptances of their
Plan.  

If Footstar's exclusive period is extended, it will allow the
Debtors enough time to solicit acceptances of their current Plan
or formulate an alternative plan.

The Court will convene a hearing on Feb. 24, 2005, at 9:45 a.m. to
consider the Debtors' request.   

As reported in the Trouble Company Reporter on November 24, 2004,
the two-option Plan contemplates either a reorganization
transaction on a stand-alone basis or a sale transaction.
Footstar's enterprise value as estimated in the Plan in the range
of $113 to $139 million.

Should there be a sale transaction, the Plan provides for the
establishment of a Liquidating Trust or the appointment of a Plan
Administrator who will take charge of the distributions to
creditors and interest holders.

The Amended Disclosure Statement states that Kmart Corp. has
shareholder agreements relating to its 49% equity interest in
certain Shoemart Subsidiaries.  Kmart may object to a Sale
Transaction as being not appropriate in light of the shareholder
agreements and the anti-assignment provisions contained in the
shareholder agreements.  If Kmart objects to a sale transaction,
there could be no assumption that the Bankruptcy Court will
approve the sale transaction.

A full text copy of the Amended Disclosure Statement and Amended
Plan is available for a fee at:

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

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


FORT WORTH: Moody's Junks Ratings on $80MM Outstanding Debt
-----------------------------------------------------------
Moody's Investors Service has downgraded Fort Worth Osteopathic
Hospital's (d/b/a Osteopathic Medical Center of Texas) underlying
and unenhanced ratings to C from Caa3.  The rating action affects
$80 million of outstanding debt issued through the Tarrant County
Health Facilities Development Corporation, including the Series
1997, Series 1996 and 1993 bonds, of which $7.1 million is
uninsured, according to documents filed with Nationally Recognized
Municipal Securities Information Repositories.

With the exception of $7.1 million of the Series 1993 bonds (2028
maturities), the bonds are insured by MBIA and, therefore, carry
long-term Aaa ratings based on the insurer's claims paying
ability.  The Aaa rating is not under review.

The underlying rating revision is based on our belief that the
recovery value from the liquidation of assets will be very modest.
We have been informed that the hospital property has been sold for
$6.5 million in a foreclosure auction last week.  Although the
hospital's accounts receivable are still being processed and
collected, we believe total proceeds available for bond-holders
will be modest.

Security: The bonds are secured by a pledge of gross revenues and
a mortgage on the hospital.


FORTE II: Moody's Confirms Ratings on Two Senior Note Classes
-------------------------------------------------------------
Moody's Investors Service announced that it had confirmed the
ratings of two classes of notes issued by Forte II CDO (Cayman)
Ltd., (1) the U.S. $40,600,000 Class B Fixed Rate Senior Secured
Notes Due 2013 (currently rated Ba1); and (2) the U.S. $10,650,000
Class C Fixed Rate Senior Secured Notes Due 2013 (currently rated
B3).

Moody's noted that this CDO, which is backed by a pool of high
yield bonds, closed on July 19, 2001.  According to Moody's, this
action is the result of improvements in the condition of the
collateral pool.

Rating Action: Confirmation

   -- Issuer: Forte II CDO (Cayman) Ltd.

      * Class Description: U.S. $40,600,000 Class B Fixed Rate
        Senior Secured Notes Due 2013

      * Prior Rating: Ba1 (under review for downgrade)

      * Current Rating: Ba1

      * Class Description: U.S. $10,650,000 Class C Fixed Rate
        Senior Secured Notes Due 2013

      * Prior Rating: B3 (under review for downgrade)

      * Current Rating: B3


GLOBAL IMAGING: S&P Affirms BB- Corp. Credit Rating to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Tampa, Florida-based Global Imaging Systems Inc.,
and revised its outlook on the company to positive from stable.

"The outlook revision reflects the company's consistent operating
performance and a good financial profile for the rating," said
Standard & Poor's credit analyst Martha Toll-Reed.

Total debt outstanding as of Dec. 31, 2004 (including capitalized
operating leases), was $300 million.

The ratings on Global Imaging reflect a second-tier industry
position in the mature and highly competitive office equipment
distribution market, and acquisitive growth strategy.  These
factors partly are offset by Global's consistent financial
performance and a growing base of recurring service revenues.

Global Imaging is a distributor of automated office equipment
solutions, network integration solutions, and electronic
presentation systems to the U.S. middle market.  Automated office
equipment and network integration solutions account for most of
Global's revenues.  Global focuses on the middle market,
which consists of small- to middle-sized corporate customers.  
This focus has enabled the company to build scale and efficiency,
without participating in the highly competitive office equipment
market for large corporate customers.  Service and supply
contracts provide the company with a recurring revenue stream,
which helps provide revenue stability.

Consistent operating performance and revenue growth have produced
modest but steady growth in EBITDA.  The company is expected to
maintain EBITDA margins of 13%-14%.  Debt protection measures are
solid for the rating level--EBITDA interest coverage is in excess
of 7x, and total debt to EBITDA is expected to remain below 3x.
The company is expected to use its decentralized business model to
expand its geographic and customer base through moderate-size
acquisitions.  Global made acquisitions totaling $148 million for
the nine months ended Dec. 31, 2004, compared with $26 million in
fiscal 2004.  Acquisitions are expected to continue to be funded
primarily with a combination of cash and debt.


GS MORTGAGE: Fitch Upgrades $34.2 Million Mortgage Cert. to BBB-
----------------------------------------------------------------
Fitch Ratings upgrades GS Mortgage Securities Corp. II's
commercial mortgage pass-through certificates, series 1997 GL-I:

     -- $14.7 million class E to 'AAA' from 'AA+';
     -- $48.9 million class F to 'AAA' from 'A';
     -- $58.6 million class G to 'AA' from 'BBB+';
     -- $34.2 million class H to 'BBB-' from 'BB+'.

In addition, these classes are affirmed:

     -- $19.2 million class A-1 at 'AAA';
     -- $20.6 million class A-2C at 'AAA';
     -- $222.2 million class A-2D at 'AAA';
     -- Interest-only classes X-1A, X-1B, and X-2 at 'AAA';
     -- $78.2 million class B at 'AAA';
     -- $14.7 million class C at 'AAA'
     -- $53.8 million class D at AAA';
     -- $9.5 million class M at 'BBB'.

The rating on class M, whose sole collateral is two partnership-
level loans associated with the Montehiedra loan, is dependent on
Fitch's rating of Vornado Realty LP, the guarantor of the loans;
the class M certificate does not provide credit support to any
other class of certificates.  Classes A-2A and A-2B have been paid
in full.

The upgrades reflect the improved debt service coverage ratios -
DSCRs -- of the non-defeased loans, most of which are
significantly higher than at issuance.  The Ritz Plaza loan (10%)
was defeased May 2003.  As of the January 2005 distribution date,
the pool's collateral balance has been reduced by 42.2% to $564.9
million from $977.1 million at issuance.

The weighted average DSCR for the pool is 1.75 times, compared to
1.64x at issuance.  All six loans in the pool (86%) have
investment-grade credit assessments.  Due to the improved
performance of the Brandywine C collateral and the amortization on
the loan, the credit assessment of the loan is now investment
grade.

The Century Plaza Towers loan (37%) is secured by two twin 44-
story class A office buildings located in Century City,
California.  The Fitch stressed DSCR for the trailing 12 months -
TTM -- ending September 2003 increased to 2.30x, from 1.60x at
issuance.  Based on annualized year-to-date September 2004
financials, net cash flow - NCF -- is expected to decline, but
will remain well above issuance.  The decreased NCF is due to a
continued decline in occupancy, which is currently 79.6% as of
September 2004, down further from 83.4% at year-end 2003, and 91%
at issuance.  Although occupancy has been declining, amortization
is contributing to improved DSCR compared to at issuance.  In
addition, the servicer holds an $11.5 million letter of credit for
retenanting purposes.  Current leases in place are below current
market rent, allowing the opportunity to increase rental income
when new leases are signed and upon renewal.  The property
represents 21% of the Century City office sub-market, in which
current market vacancy is approximately 12%.

The Brandywine A (formerly AAPT) loan (15%) is currently
collateralized by a pool of 17 office properties, five
industrial/flex properties, and two undeveloped land parcels.  The
Fitch DSCR as of TTM June 2004 is 2.11x, down slightly from 2.14x
as of TTM June 2003, but increased from 1.34x at issuance, when
the portfolio consisted of 46 properties.  The weighted average -
WA -- occupancy as of June 2004 was 81.6%, down from 88% as of
June 2003 and from 97% at issuance.  Although occupancy has been
declining, the loan has delevered as properties were released
resulting in improved DSCR.

The 380 Madison Avenue loan (15%) is secured by a 25-story office
building in New York City which is entirely master leased through
2014 to Spartan Madison.  Although physical occupancy is 58% as of
September 2004, the net rent under the master lease is at least
25% below market.  The year-end 2003 Fitch DSCR of 1.80x is
expected to increase for year-end 2004 due to rent increases under
the master lease in January 2004.  However, the credit assessment
for this loan is not expected to improve until actual physical
occupancy increases.

The Brandywine C (formerly CAP) loan (14%) is currently secured by
a pool of 16 office, 14 flex/research and development properties,
and one warehouse.  The properties are located in metropolitan
Richmond, northern Virginia, and suburban Philadelphia.  Overall
occupancy for the portfolio is 87.9% as of September 2004, up
slightly from 86.7% as of September 2003.  The Fitch DSCR as of
TTM June 2004 is 1.43x, up from 1.36x as of TTM June 2003, and
1.33x at issuance.

The Montehiedra loan (9%) is secured by Montehiedra Town Center, a
shopping mall in Puerto Rico, anchored by Kmart, Masso Expo,
Caribbean Theatres, and Marshall's.  Although Fitch is concerned
about the in-line vacancy rate of 18.1%, debt service coverage is
still high.  The Fitch TTM September 2004 DSCR is 1.66x, up from
1.63x at year-end 2003, and 1.47x at issuance.  The year-end 2003
sales for the anchor tenants remain strong, though less than at
origination.

As part of its review, Fitch examined the performance of each loan
and its underlying collateral.  The DSCRs are calculated using
Fitch adjusted NCF and debt service payments based on the current
balance and Fitch's stressed refinance constant.  The loans
benefit from amortization or debt reductions due to the release of
properties from loan portfolios.


HEADWATERS INC: Wins $175 Million Verdict in AJG License Dispute
----------------------------------------------------------------
A jury in the Fourth District Court for the State of Utah awarded
Headwaters Incorporated $175 million in damages against Arthur J.
Gallagher & Co.'s (NYSE: AJG) subsidiary, AJG Financial Services,
Inc.  

The jury returned verdicts on three of Headwaters' claims against
AJG Financial Services, Inc.:

    -- First, the jury determined that AJG violated its license
       agreement with Headwaters by failing to pay royalties from
       four alternative fuel lines located in South Carolina.  The
       jury found that AJG should pay Headwaters $175,294,532 for
       the breach of contract through 2004.

    -- Second, the jury found that Headwaters violated an
       agreement with AJG by not paying royalties in connection
       with a financing agreement and indicated that Headwaters
       should pay AJG $270,734 for the breach.

    -- Third, the jury rejected AJG's negligent misrepresentation
       claim against Headwaters.

"Over the past four years, the litigation has been a distraction.  
We are pleased that the jury agreed with our position," said Kirk
A. Benson, Headwaters' Chief Executive Officer.  "But it will
still require time and expense to bring this litigation to its
final conclusion and collect the money owed to Headwaters."

The court has not yet entered judgment on the verdict.  Once
entered, the parties may seek relief from the judgment by motion
to the trial court and by appeal from the final judgment.
Headwaters anticipates that this case will be the subject of post-
verdict motions and appeals.

The court has not yet ruled on Headwaters' claim for declaratory
relief concerning AJG's future obligation to pay royalties for
production from the four alternative fuel lines.

In its answer to the complaint, AJG Financial Services asserted
counterclaims against Headwaters.  The jury made no award under
those counterclaims.

                      AJG Says It Will Appeal

J. Patrick Gallagher, Jr., President and CEO of Arthur J.
Gallagher & Co., said it intends to file a prompt and timely
motion with the trial court to set aside the verdict and order a
new trial.  If the verdict is not set aside, Gallagher intends to
ask the court to reduce the amount of damages awarded.  If the
request for a new trial is denied, Gallagher intends to pursue an
appeal of the verdict.

                  About Headwaters Incorporated

Headwaters Incorporated is a diversified growth company providing
products, technologies and services to the energy, construction
and home improvement industries.  Through its alternative energy,
coal combustion products, and building products businesses, the
Company earns a growing revenue stream that provides the capital
needed to expand and acquire synergistic new business
opportunities.

                          *     *     *

Standard & Poor's Ratings Services assigned its 'B-' rating to
Headwaters Inc.'s $172.5 million 2.875% subordinated convertible
notes due 2016 on Sept. 8, 2004.  Standard & Poor's also assigned
its 'B+' corporate credit rating in September and said the outlook
is stable.  


HERBALIFE INT'L: S&P Raises Corp. Credit Rating to 'BB' from 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
nutritional supplements direct marketer Herbalife International
Inc., and its indirect parent Herbalife Ltd., formerly known as
WH Holdings (Cayman Islands) Ltd.

The corporate credit rating was raised to 'BB' from 'BB-'.  All
ratings were removed from CreditWatch, where they were placed with
positive implications on Nov. 9, 2004.  The outlook is stable.

"The rating action follows the completion of Herbalife's
recapitalization transactions, which resulted in a strengthened
financial profile," said Standard & Poor's credit analyst Ana Lai.

The company used proceeds of about $175 million from its recent
IPO, $200 million borrowings from a new term loan, and about
$125 million in cash to fund debt repayment of approximately
$337 million, a $109 million special dividend, and related
expenses and fees. As a result of these transactions, debt
leverage improved meaningfully, with total debt to EBITDA
declining to about 2.2x from 3.3x.  Following the
recapitalization, Herbalife has about $365 million of debt
outstanding.

The speculative-grade ratings continue to reflect the risks
associated with Herbalife's network marketing business model, the
intensely competitive and fragmented nature of the weight
management and nutritional supplements industries, and the high
level of competition in the network marketing business, as well as
risks of product liability and negative publicity.

Although credit measures could improve from further debt
reduction, rating upside is limited by the company's relatively
high business risk.


HEXCEL CORP: Noteholders Agree to Amend 9.875% Sr. Debt Indenture
-----------------------------------------------------------------
Hexcel Corporation (NYSE/PCX: HXL) has tendered 98% of the
$125 million aggregate principal amount outstanding of its 9.875%
Senior Secured Notes due 2008 that have been sought through a cash
tender offer previously announced on Jan. 31, 2005.  As part of
the tender offer, Hexcel also received consents from holders of
its 9.875% Senior Secured Notes for certain proposed amendments
that would eliminate substantially all of the restrictive
covenants contained in the indenture governing such notes and
release all of the collateral securing the obligations of Hexcel
and the guarantors.  The consents received are sufficient to amend
the indenture governing the notes.

The tender offer consideration will be calculated on the tenth
business day preceding the expiration date of the tender offer,
using a yield to maturity of the 2.25% U.S. Treasury Note due Apr.
30, 2006, plus 50 basis points.  Noteholders who provided consents
to the proposed amendments and the collateral release will receive
a consent payment of $20.00 per $1,000 principal amount of notes
tendered and accepted for purchase pursuant to the offer if they
provided their consents on or prior to 5:00 p.m., New York City
time, on Feb. 11, 2005.  Notes tendered at or prior to the Consent
Date may no longer be withdrawn and the related consents may not
be revoked.  Holders who tender their Notes after Feb. 11, 2005
will not receive the consent payment.  Holders who properly tender
also will be paid accrued and unpaid interest, if any, up to, but
not including, the payment date.

The Company's obligation to accept for purchase any notes validly
tendered pursuant to the tender offer and the Company's obligation
to make consent payments for consents validly delivered on or
prior to the Consent Date are conditioned upon satisfaction or
waiver of various conditions.  These conditions include, but are
not limited to, Hexcel entering into a new senior secured credit
facility and borrowing under such facility to purchase all validly
tendered notes and make consent payments for all consents validly
delivered.  The entering into of a new senior secured credit
facility, and the terms thereof, are subject to negotiation and
execution of definitive documents and various customary
conditions. There can be no assurance that Hexcel will enter into
a new senior secured credit facility or that the tender offer will
be consummated.  In the event that the tender offer and the
consent solicitation are withdrawn or otherwise not completed, the
tender offer consideration and the consent payment will not be
paid or become payable to holders of 9.875% Senior Secured Notes
who have validly tendered their notes and delivered consents.

The tender offer and consent solicitation will expire at 11:59
p.m. EDT on Feb. 28, 2005, unless extended. The Company currently
expects to have a settlement date on March 1, 2005 for the 9.875%
Senior Secured Notes tendered in the tender offer and the consents
delivered pursuant to the solicitation.  The Company reserves the
right to extend the expiration date and the settlement date.
Holders of the 9.875% Senior Secured Notes have limited withdrawal
rights, as described in the offering materials.

Holders of the notes can obtain copies of the Offer to Purchase
and Consent Solicitation Statement and related materials from
Georgeson Shareholder, the Information Agent, at 877-278-6769
(toll free) or 212-440-9800 (brokers and dealers).  Credit Suisse
First Boston LLC is acting as Dealer Manager and Solicitation
Agent. Questions regarding the solicitation can be addressed to
Credit Suisse First Boston at 800-820-1653 (toll free) or 212-325-
3175 (collect). Holders of the 9.875% Senior Secured Notes may
obtain a hypothetical quote of the consideration to be paid by
calling Credit Suisse First Boston.  In addition, promptly
following the final calculation of the consideration for the
9.875% Senior Secured Notes, the Company will publicly announce,
by press release, the pricing information.

None of Hexcel, the Dealer Manager and Solicitation Agent or the
Information Agent makes any recommendations as to whether or not
holders should tender their notes pursuant to the tender offer and
deliver the related consents to the proposed amendments to the
9.875% Senior Secured Notes and the related indenture and
collateral documents, and no one has been authorized by any of
them to make such recommendations.  Holders must make their own
decisions as to whether to consent to the proposed amendments to
the notes and the related indenture and collateral documents and
to tender notes, and, if so, the principal amount of notes to
tender.

                       About the Company

Hexcel is the world's largest manufacturer of advanced structural
materials, such as lightweight, high-performance carbon fibers,
structural fabrics, and composite materials for the commercial
aerospace, defense and space, electronics, recreation, and
industrial sectors.  The markets served are cyclical, but most
have growth potential where the company's materials offer
significant performance and economic advantages over traditional
materials.

                          *     *     *

As reported in the Troubled Company Reporter on Feb 9, 2005,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to Hexcel Corporation's proposed $350 million secured
credit facility, with a recovery rating of '2', indicating
expectations of a substantial recovery (80%-100%) of principal in
the event of payment default.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and other ratings on the composite supplier, which were
raised to current levels on Jan. 27, 2005.  The outlook is
positive.

"The ratings on Hexcel reflect a weak, but improving, financial
profile, stemming from high debt levels and participation in the
cyclical commercial aerospace industry," said Standard & Poor's
credit analyst Christopher DeNicolo.


HOLLY ENERGY: Prices $150 Million 6.25% Senior Debt Offering
------------------------------------------------------------
Holly Energy Partners, L.P., (NYSE: HEP) priced its previously
announced offering of $150 million principal amount of its 6.25%
senior notes due 2015 being made to qualified institutional buyers
pursuant to Rule 144A and to certain persons in offshore
transactions pursuant to Regulation S under the Securities Act of
1933. The offering is expected to close on Feb. 28, 2005.

Holly Energy intends to use the proceeds of the offering to fund
the $120 million cash portion of the consideration for its
previously announced pending acquisition of certain pipelines and
terminals from ALON USA, Inc. and certain of its affiliates, which
is also currently expected to close on Feb. 28, 2005, and the
balance will be used to repay outstanding indebtedness under Holly
Energy's revolving credit agreement.

This release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein.
The securities to be offered have not been registered under the
Securities Act of 1933 or any state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The
securities will be offered only to qualified institutional buyers
under Rule 144A and to persons outside the United States under
Regulation S.

                      About the Company

Holly Energy Partners, L.P., headquartered in Dallas, Texas,
provides refined petroleum product transportation and terminal
services to the petroleum industry, including Holly Corporation
which owns a 51% interest in the Partnership.  The Partnership
owns and operates refined product pipelines and terminals
primarily in West Texas, New Mexico, Arizona, Washington, Idaho
and Utah. In addition, the Partnership owns a 70% interest in Rio
Grande Pipeline Company, a transporter of LPG from West Texas to
Northern Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on Feb 11, 2005,
Moody's assigned first-time public ratings for Holly Energy
Partners, L.P., a Ba3 senior implied rating, a Ba3 rating for a
pending $150 million of 10-year senior unsecured notes, and an
SGL-3 liquidity rating.

Holly Energy is a public master limited partnership that operates
an integrated system of refined petroleum product pipelines and
distribution terminals formerly owned by unrated Holly
Corporation.  The system operates primarily in West Texas, New
Mexico, Utah, and Arizona.  Holly Corp. indirectly holds 51% of
Holly Energy's equity, consisting of 49% of Holly Energy's limited
partnership units plus Holly Energy's 2% general partner interest.

The rating outlook is stable.


HOME EQUITY: S&P Ratings on Two Certificate Classes Tumble to D
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of certificates from series 2000-A, 2000-B, 2000-C, and
2001-B issued by Home Equity Mortgage Loan Asset-Backed
Trust -- IndyMac ABS Inc.  Concurrently, ratings are affirmed on
the remaining classes from the same securitizations (see list).

The lowered ratings reflect:

   -- Continued erosion of credit support due to deteriorating
      collateral pool performance;

   -- Cumulative principal write-downs of $255,624 and $213,590
      for class BF from series 2000-A and class MF-2 from series
      2000-C, respectively;

   -- Monthly net losses that have consistently exceeded excess
      interest cash flow by an average of 4.18x in the most recent
      six months;

   -- Serious delinquencies (90-plus days, foreclosure, and REO)
      of 31.97% (series 2000-A), 28.71% (series 2000-B), 36.70%
      (series 2000-C), and 35.78% (series 2000-B); and

   -- A consistent loss trend that is expected to continue based
      on the current level of serious delinquencies and
      recoveries.

As of the January 2005 remittance period, cumulative realized
losses, as a percentage of original pool balance, were as follows
(series; losses):

   -- 2000-A (3.72%; $4,475,750 fixed-rate group)
   -- 2000-B (5.04%; $6,239,344 fixed-rate group)
   -- 2000-B (3.54%; $6,054,812 adjustable-rate group)
   -- 2000-C (4.58%; $8,239,085 fixed-rate group)
   -- 2000-C (2.89%; $7,809,714 adjustable-rate group)
   -- 2001-B (1.88%; $6,553,394 cross collateralized)

Although manufactured housing (MH) represented 7% of the cut-off
balances on average, it currently represents at least 27% of the
outstanding balances.  Moreover, it has disproportionately
accounted for more than 40% of cumulative losses.  MH loans
continue to experience high loss severities, as indicated
below (series; loss severities):

   -- 2000-A (73.00%; fixed-rate group)
   -- 2000-B (76.69%; fixed-rate group)
   -- 2000-B (66.79%; adjustable-rate group)
   -- 2000-C (64.94%; fixed-rate group)
   -- 2000-C (55.57%; adjustable-rate group)
   -- 2001-B (46.14; cross-collateralized)

Credit support for the B classes is provided by excess interest
and overcollateralization; all of the other classes receive
additional support from subordination.  Current credit enhancement
(prior to giving credit to excess spread) for the classes with
lowered ratings is as follows:

   -- Class BF from series 2000-A: 1.19%
   -- Class BV from series 2000-B: 4.92%
   -- Class MF-2 from series 2000-B: 7.33%
   -- Class MF-2 from series 2000-C: 1.97%
   -- Class BV-1 from series 2000-C: 6.83%
   -- Class BF from series 2000-3: 2.78%

In all cases, projected credit support remaining after subtracting
for projected losses on present delinquencies was far below their
original support levels and, therefore, not consistent with the
prior ratings.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the high level of
delinquencies and poor performance trend at this time.

Standard & Poor's will continue monitoring the performance of the
transactions to ensure the assigned ratings accurately reflect the
risks associated with the securitizations.

The collateral for these transactions consists of either fixed- or
adjustable-rate loans secured by first or second liens on
mortgaged properties.
   
                         Ratings Lowered
   
          Home Equity Mortgage Loan Asset-Backed Trust

                                        Rating
                                        ------
              Series         Class    To       From
              ------         -----    --       ----
              SPMD 2000-A    BF       D        CCC
              SPMD 2000-B    BV       B        BBB
              SPMD 2000-B    MF-2     BBB      A
              SPMD 2000-C    MF-2     D        BB
              SPMD 2000-C    BV       B        BB
              SPMD 2001-B    BF       B        BBB
   
                        Ratings Affirmed
   
          Home Equity Mortgage Loan Asset-Backed Trust

         Series         Class                     Rating
         ------         -----                     ------
         SPMD 2000-A    AF-3, AV-1                AAA
         SPMD 2000-A    MF-1, MV-1                AA+
         SPMD 2000-A    MF-2, MV-2                A
         SPMD 2000-A    BV                        BBB
         SPMD 2000-B    AF-1*, AV-1               AAA
         SPMD 2000-B    MF-1                      AA
         SPMD 2000-B    MV-1                      AA+
         SPMD 2000-B    MV-2                      A
         SPMD 2000-C    AF-5, AF-6, AV, MV-1      AAA
         SPMD 2000-C    MF-1                      AA
         SPMD 2000-C    MV-2                      A
         SPMD 2001-B    AV                        AAA
         SPMD 2001-A    MF-1                      AA+
         SPMD 2001-A    MF-2                      A

   *Denotes bond-insured transaction rating that reflects the
    financial strength of the respective bond insurer.


HUNTSMAN CORP: S&P Raises Corp. Credit Rating to 'BB-' from 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Huntsman Corporation, a newly established holding
company and parent of Huntsman LLC, Huntsman International LLC,
and Huntsman Advanced Materials LLC.

At the same time, Standard & Poor's raised its corporate credit
ratings to 'BB-' from 'B', for HMP Equity Holdings Corporation,
Huntsman LLC, Huntsman International Holdings LLC, and Huntsman
Advanced Materials LLC.

All related issue ratings were also raised and all ratings were
removed from CreditWatch, where they were placed on Sept. 14,
2004, with positive implications, citing the company's initial
announcement that it would undertake an IPO of common stock.  The
outlook is stable.

Today's actions follow the announcement that Huntsman Corporation
has priced the previously disclosed IPO of its common stock, which
improved the capital structure, and recognizes the company's good
prospects for further strengthening of the financial profile as
the chemicals cycle improves.  The net proceeds from the proposed
offering were $1.45 billion (including $250 million of mandatory
convertible preferred stock); the proceeds exceeded initial
expectations outlined in the company's S-1 filing with the SEC.

Proceeds from the offering will be used for debt reduction,
including the redemption of HMP's senior secured discount notes
due 2008 and Huntsman International's senior discount notes due
2009, and to repay a portion of Huntsman LLC's senior secured
notes due 2010 and 2012.  Concurrent with the IPO and debt
reduction, Standard & Poor's also withdrew its ratings on HMP
Equity Holdings LLC and Huntsman International Holdings LLC, and
assigned a 'BB-' corporate credit rating to Huntsman International
LLC.

"The company's debt burden elevates vulnerability to economic and
industry cycles, although the two notch upgrade of the corporate
credit ratings recognizes the meaningful improvement to the
capital structure following the successful IPO," said credit
analyst Kyle Loughlin.

Salt Lake City, Utah-based Huntsman Corporation is a holding
company with chemical operations conducted through its primary
subsidiaries, Huntsman LLC, Huntsman International LLC, and
Huntsman Advanced Materials LLC.  On a consolidated basis,
Huntsman generated annual sales during 2004 of about
$11 billion, ranking the company among the largest chemical
companies based in North America.  The ratings on Huntsman are
supported by a solid business risk profile, reflective of the
considerable scope and depth of its well-established chemical
businesses, but more than offset by an improving, albeit still-
aggressive financial profile that reflects more than $5.4 billion
in financial obligations at the subsidiaries.


INTEGRATED PROCESS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Integrated Process Resources, Inc.
        1199 Nasa Road 1
        Houston, Texas 77058

Bankruptcy Case No.: 05-32082

Type of Business: The Debtor provides environmental monitoring
                  services.  See http://www.envmonsvc.com/

Chapter 11 Petition Date: February 9, 2005

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Waldron Schneider and Todd
                  15150 Middlebrook Drive
                  Houston, TX 77058
                  Tel: 281-488-4438
                  Fax: 281-488-4597

Total Assets: $140,471

Total Debts:  $2,391,917

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of America               Loan                      $146,133
P.O. Box 660576
Dallas, TX 75266

Omni Environmental Inc.       Business                   $98,730
13740 Research Blvd.
Ste. H-5
Austin, TX 78750

Enterprise Fleet Services     Contract/Lease             $97,079
10401 Centrepark Drive
Houston, TX 77043

Bank of American Bus Cr Line  Business                   $43,814

Bank of America Visa          Business                   $26,395

Beaed Corp.                   Business                   $24,040

Wells Fargo                   Business                   $23,140

DAP Technologies Corp.        Business                   $20,601

MBNA America Mastercard       Business                   $20,049

Scan Source                   Business                   $18,597

Hartman, Mary Clare           Business                   $18,000

Premium Acceptance Corp.      Business                   $14,094

S.A.E.                        Business                   $11,088

Metrocall                     Business                   $10,983

Mayer, Smith & Roberts LLP    Business                    $8,208

Office Depot                  Business                    $8,038

Cingular Wireless             Business                    $7,947

OFC Capital                   Contract/Lease              $7,460

Thermo Electron Corporation   Contract/Lease              $6,766

Jackson Walker LLP            Business                    $6,623


INTERSTATE BAKERIES: Wants to Open ADMIS Futures & Options Account
------------------------------------------------------------------
Prior to filing for bankruptcy, Interstate Bakeries Corporation
and its debtor-affiliates purchased futures and option contracts
to hedge against fluctuations in prices for commodities used in
the their businesses like wheat, corn, oil, sugar and other
ingredients.  The Debtors regularly engaged in the Futures
Practices as a means of managing risk.  The Debtors did not trade
Hedge Contracts for speculative purposes.  J. Eric Ivester, Esq.,
at Skadden Arps Slate Meagher & Flom, LLP, in Chicago, Illinois,
informs the U.S. Bankruptcy Court for the Western District of
Missouri that the Futures Practices is a critical component of the
Debtors' ongoing business operations.

In an effort to further clarify the importance of the Futures
Practices and the Debtors' ability to undertake the Futures
Practices throughout the course of their Chapter 11 cases, the
Debtors amended their DIP Agreement on November 1, 2004, to
permit the Debtors to continue engaging in their Futures
Practices subject to certain conditions.

Currently, the Debtors trade Hedge Contracts through REFCO, LLC,
a futures and options clearinghouse.

As part of the Futures Practices, the Debtors incur three primary
types of expenditures:

    (1) payments to REFCO of less than $100,000 per year as
        commissions for each Hedge Contract it trades on behalf of
        the Debtors;

    (2) expenditures for "open trade equity," which is the
        unrealized profit or loss on any futures or options
        positions; and

    (3) maintenance of adequate margins that generally averages
        from approximately $1,000,000 to $2,000,000 per quarter,
        to meet REFCO's margin requirements.

According to Mr. Ivester, the margins maintained by the Debtors
act as collateral for REFCO.  These margins provide REFCO
assurance of payment in the event that the Debtors are not able
to settle their open trade equity position on a given day.
However, REFCO has expressed concern to the Debtors regarding
continuing the Futures Practices under the strictures of the
Credit Agreement as currently formulated.

In response to REFCO's concern, the Debtors are considering
opening an Account with ADM Investor Services, Inc.  ADMIS, Mr.
Ivester says, is a clearinghouse with vast experience in handling
commodity futures and option accounts.  According to Mr. Ivester,
the costs associated with maintaining the Account with ADMIS are
similar to the costs currently charged by REFCO.

Accordingly, the Debtors seek the Court's authority to open a
commodity futures and option account with ADMIS to ensure no
disruption of their Future Practices.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation -- http://www.interstatebakeriescorp.com/-- 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.


KMART HOLDING: Restates Accounting for $60M Convertible Note
------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) filed with the Securities
and Exchange Commission an amendment to its Form 10-K for the year
ended Jan. 28, 2004, and amendments to its Form 10-Q filings for
fiscal 2004.

The amendments restate the accounting for a $60 million
convertible note that was issued upon Kmart's emergence from
bankruptcy and is no longer outstanding.  The changes made by the
restatements are non-cash charges and do not impact cash flows
from operations.

The impact of the restatement reduces previously reported diluted
earnings per share for the 39-week period ended Jan. 28, 2004, by
$0.01 per share to $2.51 per share.  There will be no impact on
diluted earnings per share for fiscal year 2004.

The restatements result from a change in the date on which the
value of the $60 million Convertible Note is allocated between the
value of its conversion feature and the value of the debt
instrument.  The restatements use the date Kmart emerged from
bankruptcy (May 6, 2003) and the original filings used the date
investors agreed to purchase the note (January 24, 2003).  As a
result, the initial carrying amount of the debt on the restated
financials is lower than originally reported and the Company
incurs an increased non-cash interest charge reflecting the
amortization of the resulting higher debt discount.  The
restatements result in a non-cash charge to interest expense of
$22 million for the 39-weeks ended Jan. 28, 2004, and $9 million
for fiscal year 2004.

In conjunction with the SEC's review of Sears Holdings
Corporation's registration statement on Form S-4 in connection
with the pending merger between Kmart and Sears, Roebuck and
Company, the SEC reviewed Kmart's Form 10-K for the year ended
Jan. 28, 2004.  As a result of this review, the SEC disagreed with
the date selected by the Company as the date it was committed, for
accounting purposes, to issue the note.  The Company believed it
was committed as of the date it had agreed to issue the note to
investors and accounted for the note accordingly.  The SEC took
the position that until the date that the Company emerged from
bankruptcy the amount, if any, of the note to be issued was not
determined and therefore the commitment date should be the
emergence date.  After discussions with the SEC, the Company
agreed to restate its financial statements to reflect a commitment
date coincident with the date it emerged from bankruptcy.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is a mass
merchandising company that offers customers quality products
through a portfolio of exclusive brands that include Thalia Sodi,
Jaclyn Smith, Joe Boxer, Martha Stewart Everyday, Route 66 and
Sesame Street. 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.


LAIDLAW INT'L: Inks Pact to Keep John Werner Haugsland as COO
-------------------------------------------------------------
On Jan. 26, 2005, Laidlaw International, Inc., and Greyhound  
Lines, Inc., entered into a new Executive Employment Agreement  
with John Werner Haugsland, effective as of Jan. 1, 2005.

Pursuant to the new Agreement, Mr. Haugsland will continue to  
serve as the Executive Vice-President and Chief Operating Officer  
of Greyhound until Jan. 31, 2007, unless otherwise terminated  
earlier.  Mr. Haugsland will report to the President and Chief  
Executive Officer of Greyhound.

The new Employment Agreement replaces an existing agreement.

A full-text copy of the new Employment Agreement is available for  
free at:

http://www.sec.gov/Archives/edgar/data/813040/000095013405001688/d22069exv10w1.htm

Mr. Haugsland will be eligible to continue to participate in  
Greyhound's short-term incentive plan, supplemental executive  
retirement plan and Laidlaw's long term incentive plan, in  
addition to his annual salary.  Mr. Haugsland will also receive  
certain health, welfare and other benefits.

If Mr. Haugsland is terminated without cause, Greyhound will pay  
Mr. Haugsland a lump sum equal to three times the sum of his  
annual base pay, then in effect, and the greater of his bonus for
the year prior to termination or his target bonus at the time of
termination.  If terminated without cause, Greyhound will pay or
continue certain of the benefits for 36 months.

The Agreement contains a non-compete, non-solicit provision that  
precludes Mr. Haugsland from competing with Greyhound, soliciting  
its customers during his employment, and soliciting any of  
Greyhound's employees under defined circumstances, for a period  
of 36 months following termination.

The parties also executed a Change in Control Severance  
Agreement, which provides that if Mr. Haugsland's employment  
terminates under defined circumstances following a change of  
control, Mr. Haugsland is entitled to a lump sum payment equal to  
three times the sum of his highest annual base pay in effect  
prior to termination plus incentive pay equal to:

   * not less than the higher of the highest aggregate incentive
     pay earned in any fiscal year after the change in control;
     or

   * in any of the three fiscal years immediately preceding the
     year in which the change in control occurred or the plan
     target for the year in which the change of control occurred
     plus the payment or continuation of benefits for 36 months.

A free copy of the Change in Control Severance Agreement is  
available at:

http://www.sec.gov/Archives/edgar/data/813040/000095013405001688/d22069exv10w2.htm


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.


LAND O'LAKES: Revises 2004 Net Earnings Upward to $21.4 Million
---------------------------------------------------------------
Land O'Lakes, Inc., reported revised 2004 net earnings of
$21.4 million, up from $20.1 million as reported on Feb. 7, 2005.  
The $1.3 million improvement was due to a change in the tax
provision. Separately, certain reclassifications have been made to
balance sheet accounts.  None of the changes had any impact on
reported cash flow or EBITDA.  Please see our press release dated
Feb. 7, 2005 for a full discussion of our operating and financial
results.

                        About the Company

Land O'Lakes is a national, farmer-owned food and agricultural
cooperative, with annual sales of more than $7 billion. Land
O'Lakes does business in all 50 states and more than 50 countries.
It is a leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and local
cooperatives with an extensive line of agricultural supplies
(feed, seed, crop nutrients and crop protection products) and
services.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Moody's Investors Service upgraded Land O'Lakes' speculative grade
liquidity rating to SGL-3 from SGL-4 and affirmed the company's B2
senior implied rating with a negative outlook.

The SGL upgrade reflects Moody's expectation that cash flow
generation over the next twelve months will be at levels that are
likely to cover capital spending, member payments, and required
debt amortization, though the company may need to access external
funds on an interim basis during the twelve months to cover
working capital needs.

The SGL upgrade also takes into account that Land O' Lakes'
refinancing transactions earlier this year reduced required term
loan amortization to a low level through 2008 and adjusted
financial covenants to levels that provide adequate cushion for
lower than expected earnings.

Land O'Lakes has adequate unused availability under its committed
revolver and receivables securitization facilities, which have
been extended to January 2007.

At Sept. 30, 2004, Land O'Lakes, Inc.'s balance sheet shows $2.8
billion in assets and $887 million of positive shareholder equity.  
The ratio of current assets to current liabilities was 10:7.  
Gross profit margins tumbled by more than 1/3 in the Sept. quarter
-- to 5% from 8% a year ago.  "Unrealized hedging losses . . .
compared to unrealized hedging gains . . . in 2003, margin
declines in feed, and lower egg market prices were the primary
reasons for the decline," the Company says.  The company's balance
sheet shows a 2.1:1.0 debt to equity ratio at Sept. 30, 2004.  


LANDRY'S RESTAURANTS: Making Changes in Lease Accounting
--------------------------------------------------------
Landry's Restaurants, Inc., is reviewing its accounting treatment
for leases.  Recently, several other restaurant and retail
companies have reported they intend to restate previously issued
financial statements due to a revised interpretation of generally
accepted accounting principles related to leases, associated
leasehold improvements and rent.  Based on the reports filed by
other restaurant companies, the restatements primarily result from
changes in accounting for lease renewal options such that
depreciation and/or rent expense increased compared to the
previously reported amounts.  Such changes were apparently due to
the treatment of renewal options in determining depreciation
expense and straight line rent expense.

The Company has made a preliminary determination that its
historical accounting treatment will require modification, but has
not yet made a determination as to whether the corrections will be
made as a cumulative adjustment in 2004 or as a restatement of one
or more previous years.  The Company believes such corrections
will result in accelerating recognition of rent expense under
certain leases that include escalating rent by revising the
computation of straight line rent expense to include certain
option periods, where failure to exercise such options would
result in an economic penalty.  Any changes will not affect the
Company's previously reported or future cash flows, the timing of
payments under the related leases, or compliance with any debt
covenants.  The Company expects to complete its review of this
matter prior to releasing its fourth quarter and full year results
in February.

                         About Landry's  

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
casual dining restaurant operator Landry's Restaurants Inc.'s
proposed $450 million senior secured bank loan, comprising a
$150 million term loan and a $300 million revolving credit
facility.  In addition, a '2' recovery rating was assigned to the
loan, indicating the expectation for substantial (80%-100%)
recovery of principal in the event of a default.

Also, a 'B' rating was assigned to the company's proposed
$400 million senior unsecured note offering. The notes will be
issued under Rule 144A with registration rights.

In addition, Standard & Poor's assigned its 'BB-' corporate credit
rating to the company.  The outlook is negative.

The senior unsecured note offering is rated two notches below the
corporate credit rating because of the significant amount of
priority debt ahead of these notes in the capital structure.  
Proceeds from the offering will be used to repay existing debt and
to finance an investment in an unrestricted subsidiary.  The
unrestricted subsidiary could use the proceeds to make
acquisitions, investments in new lines of business in the
hospitality and entertainment business (including gaming
operations), stock repurchases, or a combination of the above.

"The ratings reflect Landry's participation in the highly
competitive casual dining sector of the restaurant industry, its
growth-through-acquisition strategy, the inherent difficulties in
operating multiple concepts, a very aggressive financial policy,
and the high leverage that results from the recapitalization,"
said Standard & Poor's credit analyst Robert Lichtenstein.  "These
risks are only partially offset by the company's established
presence in the causal seafood dining sector of the restaurant
industry, good locations for its restaurants, and adequate
financial flexibility."


LIBERTY GROUP: Moody's Puts B2 Rating on $330MM Sr. Secured Loan
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Liberty
Group Operating, Inc.'s proposed $330 million senior secured
credit facility.  

The ratings assigned are:

   -- Liberty Group Operating, Inc.'s

      * $50 million senior secured revolving credit facility, due
        20011 -- B2

      * $280 million senior secured term loan B, due 2012 -- B2

      * Senior implied -- B2

      * Issuer rating -- B3

The ratings withdrawn are:

   -- Liberty Group Operating, Inc.'s

      * $135 million senior secured revolving credit facility, due
        2005 -- B1

      * $71 million senior secured term loan B, due 2007 -- B1

      * $180 million of 9 3/8% senior subordinated notes, due 2009
        -- Caa1

   -- Liberty Group Publishing Inc.'s

      * $86 million in 11 5/8% senior discount notes, due 2009 --
        Caa2

      * $110 million Series A 14 3/4% senior redeemable
        exchangeable cumulative preferred stock -- Ca

      * $123 million Series B 10% junior redeemable cumulative
        preferred stock - Ca

      * Senior implied -- B2

      * Issuer rating -- Caa2

The outlook remains stable.

In January 2005, Liberty Group Operating, Inc., announced a
recapitalization under which it will issue a $330 million senior
secured credit facility and use the proceeds to (1) retire its
existing bank facility and subordinated notes in full and (2)
redeem a portion of its parent's senior discount notes and
preferred stock.

The ratings reflect the high level of debt and preferred stock of
Liberty Group Operating, Inc. and Liberty Group Publishing, Inc.
(collectively "Liberty Group") compounded by the high accretion
rates on the discount notes and preferred stock obligations, the
limited growth potential of the company's core operations and
continuing competition in its suburban Chicago markets.

Ratings are supported by the strength of Liberty Group's community
newspaper business model, a gradual pick-up in newspaper
advertising spending following a recent market slump, and the
expertise of Liberty Group's strong management team.

Ratings benefit substantially from the company's benevolent
relationship with its owners (Leonard Green funds) who have
elected to receive non-cash interest payments on their discount
note holdings over the past couple of years.

The stable outlook reflects a stabilization in the Company's
advertising driven revenues and expected growth in non-traditional
revenue sources.

Based upon a 10 times EBITDA multiple, Liberty Group's properties
are valued at approximately $500 million.  According to this
valuation, debt holders of Liberty Group Operating, Inc., could
expect to receive full recovery in a distress scenario, whereas,
recovery to holders of the parent company's discount notes and
preferred stock appears less certain.

The proposed recapitalization increases Liberty Group's total debt
and preferred stock obligations -- adding approximately $46
million through the operating company and $16 million through the
holding company.  The recapitalization effectively replaces
operating company subordinated debt and holding company discount
notes not held by Leonard Green funds, with a substantially
increased ($226 million) level of outstanding senior secured
operating company debt.  This rebalancing results in a relative
weakening of the debt protection metrics available to support the
company's senior secured credit facility.

Pro forma for the proposed financing, Moody's estimates that the
Liberty group's leverage (defined as debt to EBITDA) will increase
to 7.7 times from 7.4 times for the LTM period ending September
2004.  Including preferred stock, this leverage is expected to
increase to 12.9 times from 12.5 times.  

On the same basis, the operating Company's leverage is estimated
to increase to 5.9 times EBITDA from 5.2 times.  At the end of
September 30, 2004, the company's pro-forma debt represents 1.9
times trailing twelve-month revenues and its total debt and
preferred stock represents 3.2 times revenues.

Moody's has been advised that the indenture covering the holding
company notes will be amended to extend their maturity to 2012 -
one year beyond that of the proposed bank facility.  In addition,
the mandatory redemption date of the preferred stock, currently
due in 2010, will be extended beyond the maturity date of the bank
facility.  Leonard Green funds are currently receiving interest
payments from their holdings of discount notes in the form of
additional debt, and the Company has elected to pay dividends on
its preferred stock in the form of additional preferred stock.

The assigned ratings are conditioned upon Moody's review of final
documentation which:

   1) prohibits the payment of interest or dividends on the
      holding company obligations in the form of cash,

   2) prohibits any redemption of the holding company discount
      notes and preferred stock prior to the maturity of the bank
      facility and

   3) precludes cross default and cross acceleration provisions
      between the holding company debt and preferred stock and the
      operating company debt.

For the LTM period ending September 2004, Liberty Group recorded
revenues of $197 million, which represented a 4.0% improvement
over the prior year, and EBITDA of $48 million, which represented
a 7.4% improvement.  EBITDA margins remained relatively flat at
24%.  The lower margins of Liberty Group's suburban Chicago
operations continue to reflect substantial competitive pressure.

The proposed senior secured credit facility is guaranteed by all
existing and future subsidiaries and secured by substantially all
of the issuer's stock and assets.

The B2 rating on the bank facility is rated at parity with the
senior implied rating in recognition of the preponderance of
senior secured debt within Liberty Group's capital structure.

Headquartered in Northbrook, Illinois, Liberty Group Publishing is
a leading US publisher of local newspapers and related
publications.  For the twelve months ending, September 2004, the
Company recorded sales of $197 million.


LINDSEY MORDEN: Earns $4.8 Million of Net Income in Fourth Quarter
------------------------------------------------------------------
Lindsey Morden Group, Inc., (TSX:LM.SV) disclosed that revenue
from continuing operations for fourth quarter 2004 was
$112.5 million, an increase of $8.8 million from fourth quarter
2003.  The United States, United Kingdom and International
operations reported increases in revenue compared to fourth
quarter 2003, which were partially offset by small declines in
revenue reported by the Canadian and European operations.

Operating earnings from continuing operations for fourth quarter
2004 were $9.4 million compared to $6.0 million for fourth quarter
2003, an increase of 56%.  This increase was in part due to the
United States operations in the fourth quarter of 2004, which
improved to a profit of $0.6 million from a loss of $1.0 million
in the fourth quarter of 2003.  International operations increased
earnings to $3.3 million from $1.5 million in the fourth quarter
of 2003.  Both operations benefited in part from hurricane related
events.

The Company's net earnings from continuing operations for fourth
quarter 2004 was $4.8 million ($0.35 per share) compared to
$3.3 million ($0.24 per share) in fourth quarter 2003.  The fourth
quarter 2003 loss of $21.2 million ($1.54 loss per share) was due
to the loss from discontinued operations of $24.5 million.

Mr. Jan Christiansen, President & CEO of Lindsey Morden Group Inc.
stated, "The profitability of all continuing operations during the
third and fourth quarters could not have been achieved without the
dedicated effort of all of our over 3,300 employees around the
world.  We are also very encouraged by the positive customer
feedback we are receiving as a result of our hurricane related
services in our United States and International operations."

Lindsey Morden Group Inc. (S&P, B Credit Rating/Stable Outlook) is
a holding company, which, through its subsidiaries, provides a
wide range of independent insurance claims services, including
claims adjusting, appraisal and claims and risk management
services.  It has a worldwide network of branches in Canada, the
United States, the United Kingdom, continental Europe, the Far
East, Latin America and the Middle East.  Lindsey Morden also
provides claims adjusting and appraisal training courses in the
United States through Vale National Training Centers, Inc.


MASSACHUSETTS EYE: Moody's Holds Ba1 Rating on $27MM 1998B Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on
Massachusetts Eye and Ear Infirmary's Series 1998B bonds ($27
million outstanding) issued through Massachusetts Health and
Education Facilities Authority (HEFA).  The Series 1998B bonds are
insured by ACA; Moody's does not express an opinion on ACA's
claims-paying ability.

Our review is in conjunction with Massachusetts Eye's upcoming $14
million pool borrowing from HEFA.  Proceeds will fund renovations
to create more outpatient capacity.  The rating outlook is stable
and reflects our belief that Massachusetts Eye will continue to
produce adequate debt service coverage measures; performance has
stabilized in recent years as the organization continues to adjust
to changing modalities of its core service lines.

Legal Analysis: Bonds are secured by a gross revenue pledge of the
obligated group, which includes Massachusetts Eye, the parent
organization and the faculty physician division.  The $14 million
pool loan is parity to the Series 1998B bonds.  No swaps are
outstanding.

The Ba1 rating reflects:

Strengths:

  -- Above average balance sheet indicators with 190 days cash on
     hand in FY 2004 and 174.9% pro forma cash-to-debt ratio
     (Moody's ratios exclude $28 million of permanently restricted
     funds and includes $24 million of realized and unrealized
     gains on the permanently restricted funds that are classified
     as temporarily restricted funds).  

     We note that MEEI adheres to a riskier investment policy than
     many of its not-for-profit hospital peers. 85% of investments
     are in high return investment strategies, with the majority
     in traditional equities, but with significant allocations to
     hedge funds, private equity and other alternative assets
     which limit when the organization can liquidate funds if
     needed.

  -- Niche provider of specialized ophthalmology and
     otolaryngology services as the primary academic medical
     center for Harvard Medical School in these specialties.  We
     believe that has adjusted to the continuing changes in the
     provision of its key service lines as more services are
     offered on an outpatient basis; approximately 85% of
     Massachusetts Eye's clinical revenues are outpatient
     revenues.  Notwithstanding, Massachusetts Eye's clinical
     services are profitable evidencing the favorable adjustment
     to the rapid changes in the delivery of these services.
     Massachusetts Eye's teaching and research missions incur
     losses.

  -- Stable financial performance although profitability measures
     are below average.  Operating cash flow has remained stable
     averaging $6.3 million per annum which translates into a
     below average 4.3% operating cash flow margin.  Pro forma
     maximum annual debt coverage declines to 2.00 times (when
     normalizing investment income at 6%; 1.59 times based on
     actual reported investment income).  However, we believe
     near-term financial performance may exceed FY 2004 results
     given recent favorable negotiations with one of the larger
     managed care payers and increased Medicare rates.

Challenges:

   -- Competition by private physicians to provide several similar
      outpatient ophthalmology services on a price competitive
      basis remains a credit issue.  Massachusetts Eye has
      endeavored to expand its inpatient and outpatient service
      array over the past decade to address increased competition
      and overall lower revenues from the shift to outpatient
      treatments as compared to historical inpatient revenues for
      these same services.  Additional ambulatory capacity funded
      with the $14 million borrowing should increase revenues by
      approximately $3.5 million if additional specialists are
      recruited.

   -- Debt increases 46% with this borrowing although debt levels
      remain manageable with pro forma 4.43 times debt to cash
      flow.  Routine capital needs of $4.5 million in FY 2005 will
      be funded internally.  Massachusetts Eye intends to launch a
      capital campaign to fund future research, recruitment and
      clinical needs; past campaigns have met their targets.  No
      additional debt is contemplated.

Key Indicators: FY 2004

   -- Admissions: 1,402

   -- Total Operating Revenues: $153.3 million

   -- Net Revenues Available for Debt Service: $11.6 million
      (investment income normalized at 6% on unrestricted cash
      which is net of $24 million of permanently restricted funds)

   -- Maximum Annual Debt Service Coverage with actual investment
      income as reported: 1.95 times

   -- Moody's Adjusted Maximum Annual debt service coverage with
      investment income normalized at 6%: 2.44 times

   -- Total Debt Outstanding: $27 million; $43 million pro forma

   -- Days Cash on Hand: 190 days

   -- Operating Cashflow Margin: 4.3%

   -- Mr. Peter Chinetti, Chief Financial Officer, (617) 573-3013
      
Outlook

The stable outlook on Massachusetts Eye's Ba1 rating reflects our
belief that financial performance should continue to produce
adequate debt service coverage measures.


MEDCOMSOFT INC: Raises $2.8 Million in Rights Offering
------------------------------------------------------
TORONTO, Feb. 10 /CNW/

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.

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


MICROTEC ENTERPRISES: Court Extends CCAA Protection to March 11
---------------------------------------------------------------
Microtec Enterprises inc. (TSX:EMI) and its affiliates obtained
from the Superior Court an extension to March 11, 2005 of the
Initial Order rendered on November 11, 2004 pursuant to the
Companies' Creditors Arrangement Act.

This extension allows the company to pursue its recapitalization
efforts pursuant to the non-binding agreement entered into with
Securex Investments Ltd. and Securex Master Limited Partnership,
announced on December 8th, 2004.

This recapitalization will be financed by a Canadian financial
institution, which has provided a firm commitment for a credit
facility of $45 million and an equity injection of $37 million,
which will be finalized shortly.

The company is confident to complete an arrangement to the
advantage of all stakeholders as soon as possible.

Solidly established in Canada, Microtec Enterprises, Inc.,
provides a wide range of security and home automation services
that ensure the protection and well-being of its residential and
commercial customers.  The Company is building on its strong
position in the industry by developing new products and services,
expanding its subscriber base, and creating strategic alliances.


MIRANT: Ratepayers Want More Time to Substantiate Claim for Trial
-----------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to disallow
Claim Nos. 7172 to 7202 filed by Oscar's Photo Lab and Mary L.
Davis, on behalf of themselves and all other similarly situated
California business and residential ratepayer creditors pursuant
to Rule 12 of the Federal Rules of Civil Procedure and Rule 7023
of the Federal Rules of Bankruptcy Procedure, as well as on behalf
of the general public.

Additionally, the Debtors ask the Court to strike portions of
Claim Nos. 7172 to 7202 pursuant to Rule 23 of the Federal Rules
of Civil Procedure and Rule 7023.

Oscar's Photo and Ms. Davis improperly filed the Claims on behalf
of numerous unnamed claimants in clear violation of the Federal
Rules of Bankruptcy Procedure and the Bankruptcy Code.  The Court
should strike the portions of the Claims that Claimants purport to
file on behalf of these unnamed claimants.

The Claims allege that the Debtors engaged in a variety of
practices to manipulate prices in western wholesale power markets.  
Like nearly every other suit against the Debtors, the Claims
allege violations of Section 17200, et seq., of the California
Business & Professions Code, as well as California's antitrust
laws, the Cartwright Act, Section 16720, et seq., of the
California Business & Professions Code.

The Claims seek injunctive and monetary relief for alleged
improper conduct by the Debtors with respect to wholesale
electricity transactions.  Oscar's Photo and Ms. Davis allege that
the Debtors colluded through the exchange of information,
permitting them to manipulate the market by engaging in numerous
"gaming practices".

Specifically, Oscar's Photo and Ms. Davis charge the Debtors of
engaging in transactions that are subject to the anomalous market
behavior rules of the Market Monitoring and Information Protocol
sections of the ISO tariff:

     Wholesale Energy     Summary Description
     Transaction          of Alleged Transaction
     ----------------     ----------------------
     False Outages        Simply shutting down or restricting the
                          output of operational electricity
                          generators.

     Bid Rigging          Knowing when the ISO was short of power
                          and naming their price through inflated
                          bids during those times.

     Megawatt             Simultaneously selling power outside of
     Laundering           California and then sell the rights to
                          the power back into California at even
                          greater prices.

     Dec Game             Schedule energy over a transmission
                          line they knew would be congested at a
                          given point, even though they had no
                          intention of actually using that line
                          for transmission, in order to receive a
                          payment not to use that line.

Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
states that every similar action filed against the Debtors outside
of their bankruptcy proceedings raising similar allegations has
been dismissed.  The Ninth Circuit has upheld the first three of
those dismissals it has reviewed.  Each of those cases, like
Oscar's Photo and Ms. Davis' Claims, was premised on allegations
of improper conduct in the sale of electricity at wholesale in
interstate commerce.

Mr. Phelan informs the Court that similar to nearly every prior
unsuccessful claim, Oscar's Photo and Ms. Davis allege these
transactions violate state law prohibiting unfair, unlawful, and
fraudulent business practices and state antitrust law.  Those
state law remedies are preempted by the Federal Power Act's broad
grant of power over the field of wholesale electricity
transactions to the Federal Energy Regulatory Commission, because
they would conflict with the FERC's transaction regulations.  The
Claims are also barred by the filed rate doctrine.

Mr. Phelan relates that the FERC both regulates and oversees
enforcement regarding the transactions alleged by Oscar's Photo
and Ms. Davis.  Indeed, the FERC has already fully investigated
many of the alleged wholesale power transactions and proposed
refunds by the Debtors.

Mr. Phelan points out that the Ninth Circuit recently held in
Public Utility Dist. No. 1 of Snohomish County v. Dynegy Power
Marketing, Inc., 384 F.3d 756, 761 (9th Cir. 2004) that federal
preemption and the filed rate doctrine required dismissal of
claims by a Washington utility district against certain Debtor
entities and other market participants for alleged market
manipulation involving precisely the same transactions that
Oscar's Photo and Ms. Davis allege violate the Unfair Competition
Law and the Cartwright Act.

Conflict preemption also bars the Claims because allowing the
Claims would directly conflict with the FERC's ongoing balancing
of rules and remedies regarding wholesale energy markets and the
FERC's specific investigation of, and proceedings related to, the
precise transactions alleged by Oscar's Photo and Ms. Davis.

Mr. Phelan explains that the filed rate doctrine bars the Claims
because tariffs issued by the FERC for the California Independent
System Operator and the Power Exchange govern the transactions
alleged in the Claims.

          Oscar's Photo & Ms. Davis Seek to Amend Claim

Oscar's Photo and Ms. Davis ask Judge Lynn for permission to
amend Claim No. 7201, filed against Mirant Americas Energy
Marketing, LP, to provide more detailed factual allegations.

The Claimants tell the Court that the Debtors' request failed to
address the portion of the claims regarding the Debtors'
manipulation of the natural gas markets as opposed to the
electricity markets, by engaging in false reporting of transaction
data to the trade press, and wash trading.

The Claimants note that on December 6, 2004, with the consent of
debtor Mirant Americas Energy Marketing, LP, the Commodity Futures
Trading Commission entered an order finding, among
others, that:

   -- from January 2000 through December 2001, Mirant Americas
      knowingly reported to price compilers Gas Daily, Inside
      FERC and Natural Gas Intelligence certain false, misleading
      and knowingly inaccurate information concerning  natural
      gas transactions purportedly executed by Mirant Americas;

   -- from January 2000 to October 2000, certain Mirant Americas
      west region traders knowingly delivered false, misleading
      or knowingly inaccurate reports in an attempt to manipulate
      the price of natural gas by skewing the indexes to benefit
      its trading positions in the physical marketplace.  False
      reports submitted by Mirant Americas included false price,
      volume, or counterparty information concerning natural gas
      cash transactions, as well as information concerning
      fictitious trades, or trades observed in the market; and

   -- price and volume information is used by price compilers to
      calculate published indexes of natural gas prices for
      various natural gas hubs throughout the United States and
      that natural gas futures traders refer to the published
      indexes for price discovery and for assessing price risks.
      The attempted manipulation of the price of natural gas by
      Mirant Americas traders, if successful, could have affected
      prices of New York Mercantile Exchange natural gas futures
      contracts.

The Claimants want to amend Claim No. 7201 to incorporate the
CFTC Order.

The Claimants also ask Judge Lynn to set a trial date of
March 31, 2005, with regards to the Claims, to give the Claimants
time to conduct sufficient discovery to prepare for trial.  The
Claimants note that the CFTC investigation of MAEM took ten CFTC
staff members at least 21 months to complete.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean. Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D.
Tex. 03-46590). Thomas E. Lauria, Esq., at White & Case LLP,
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant
Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MORGAN STANLEY: S&P Puts Six Low-B Cert. Classes on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on six
classes of Morgan Stanley Dean Witter Capital I Trust 2003-HQ2's
commercial mortgage pass-through certificates on CreditWatch with
negative implications.

The CreditWatch placements are due to expected credit enhancement
erosion resulting from the disposition of a specially serviced
loan.

The loan is secured by a 310-unit, multifamily property in Dallas,
Texas that had an outstanding principal balance of $8.9 million as
of the Jan. 12, 2005 remittance report.  This loan was with the
special servicer, Wells Fargo Bank N.A., since July 2004 and was
90-plus days delinquent.  Wells Fargo completed a note sale with
respect to the loan in December 2004, and Standard & Poor's
expects material credit support erosion to the classes with
ratings being placed on CreditWatch when related losses are passed
through to the trust.

Standard & Poor's will resolve the CreditWatch placements after
performing a review of the transaction.
    
             Ratings Placed On Creditwatch Negative
    
       Morgan Stanley Dean Witter Capital I Trust 2003-HQ2
  Commercial mortgage pass-through certificates series 2003-HQ2

                    Rating
                    ------
      Class   To              From      Credit Enhancement
      -----   --              ----      ------------------
      H       BB+/Watch Neg   BB+                     3.2%
      J       BB/Watch Neg    BB                      2.6%
      K       BB-/Watch Neg   BB-                     2.3%
      L       B+/Watch Neg    B+                      2.0%
      M       B/Watch Neg     B                       1.5%
      N       B-/Watch Neg    B-                      1.2%


MORGAN STANLEY: Fitch Assigns Low-B Ratings on Six Mortgage Certs.
------------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Dean Witter Capital I Trust's
commercial mortgage pass-through certificates, series 2001-TOP3:

    -- $17.8 million class A-1 'AAA';
    -- $79.4 million class A-2 'AAA';
    -- $106.5 million class A-3 'AAA';
    -- $617.4 million class A-4 'AAA';
    -- nterest-only class X-1 'AAA';
    -- Interest-only class X-2 'AAA';
    -- $30.8 million class B 'AA';
    -- $28.3 million class C 'A';
    -- $12.9 million class D 'A-';
    -- $18 million class E 'BBB';
    -- $11.6 million class F 'BBB-';
    -- $11.6 million class G 'BB+';
    -- $10.3 million class H 'BB';
    -- $9 million class J 'BB-';
    -- $3.9 million class K 'B+';
    -- $5.1 million class L 'B';
    -- $2.6 million class M 'B-'.

Fitch does not rate the $9.5 million class N certificates.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the January 2005
distribution date, the pool has paid down 5.2% to $974.5 million
from $1.03 billion at issuance.

Fitch reviewed the credit assessment of the Federal Plaza loan
(3.6%).  Based on the stable to improved performance, the loan
maintains an investment grade credit assessment.  The Fitch
stressed debt service coverage ratio - DSCR -- as of year-end 2003
was 1.60 times, up from 1.45x at issuance.  The DSCR is calculated
using servicer provided net operating income less reserves and
capital expenditures divided by a Fitch stressed debt service.

Fitch no longer considers the 111 Pine Street loan (3.5%), a
209,627-square foot - sf -- office property located in San
Francisco, California, as having an investment grade credit
assessment.  The property's net cash flow has continued to decline
since issuance as a result of a decrease in occupancy and a
significant drop in market rents in the San Francisco area.  While
the property is now 99.8% occupied, large concessions have been
offered and new leases have been executed at rents well below
those in-place at the time of underwriting.  The Fitch stressed
DSCR as of YE 2003 was 1.08x, down from 1.37x at issuance.

One 60-day delinquent loan (0.6%), secured by a warehouse property
located in Mentor, Ohio, is in special servicing.  The special
servicer is currently pursuing foreclosure; however, minimal
losses, if any, are expected.


NTK HOLDINGS: Moody's Junks Rating on $250MM Sr. Discount Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to the proposed
$250 million Senior Discount Notes that are to be issued by NTK
Holdings, Inc.  Moody's has also downgraded various ratings to
reflect the significant increase in debt.  Nortek Holdings, Inc.
is an intermediate holding company that structurally resides below
NTK Holdings, Inc., the holding company, and above Nortek, Inc.,
the operating company.

The ratings assigned to NTK Holdings, Inc. are:

   * $250 million senior discount notes, due 2014, rated Caa2;

   * Senior Implied, rated B2;

   * Issuer Rating, rated Caa2.

The ratings downgraded at Nortek, Inc. (Operating Company):

   * $100 million senior secured revolving credit facility, due
     2010, downgraded to B2 from B1;

   * $700 million senior secured term loan, due 2011, downgraded
     to B2 from B1;

   * $625 million 8 1/2% senior subordinated notes, due 2014,
     downgraded to Caa1 from B3.

The ratings outlook remains stable.

The ratings are subject to final documentation that is consistent
with Moody's understanding of the proposed transaction.

The ratings that will be withdrawn at Nortek, Inc., upon the
transaction's close are:

   * Senior Implied, rated B1;

   * Issuer rating, rated B2.

Proceeds will fund a dividend distribution.  Moody's notes that
the $250 million dividend payment compares to 2004's operating
income of approximately $160 million (before $83 million in one-
time charges); expected adjusted EBITDA of around $230 million;
and is around 2.5 times larger than the estimated annual free cash
flow generation for 2004.

The ratings downgrade reflects the increase in the Company's
leverage as a result of the proposed $250 million debt issuance
which will increase total debt to $1.7 billion (including its $100
million undrawn revolver) or 7.4 times expected adjusted EBITDA.
Although the Company's cash interest payments will not increase
because of the Notes' pay-in-kind (PIK) feature, the Notes'
principal will accrete and thereby further add to the Company's
total debt.

The Company's ratings were already weakly positioned before the
transaction and incorporated the expectation that the Company
would exercise greater balance sheet discipline after its
acquisition by Thomas H. Lee Partners, L.P. in August 2004 given
its history of growth through acquisitions and a willingness to
leverage its balance sheet.

The Caa2 rating on the new Senior Discount Notes matures in 2014
and are pay-in-kind (PIK) for the first 4.5 years.  The unsecured
notes are being issued by the holding company and will not be
guaranteed by any of the Company's subsidiaries.  The Notes are
rated three notches below the senior secured credit facilities at
Nortek, Inc., to reflect their structural subordinated position to
this indebtedness plus all other indebtedness and other
liabilities of each of the company's existing and future
subsidiaries, including Nortek Holdings, Inc. and Nortek, Inc.

The B2 rating on the senior secured revolver reflects the upstream
guarantees provided by Nortek's principal operating subsidiaries,
the revolver's expected limited usage, and the senior facilities
size within the overall capital structure.  Moody's did not notch
the revolver above the senior implied due to low tangible assets.
As of October 2, 2004, the Company had $190 million in net
property plant and equipment and $1.3 billion in goodwill.

For fiscal year end 2005, total debt to adjusted EBITDA is
estimated by Moody's at approximately 5.9 times.  This is an
improvement from fiscal year end 2004 when total debt to adjusted
EBITDA was expected to be approximately 7 times on a proforma
basis, but remains high for the rating category.  Moody's
anticipates adjusted EBITDA to total interest (including PIK) to
be around 2 times whereas adjusted EBITDA to total cash interest
is around 3 times for fiscal year end 2005.

The stable ratings outlook reflects the Company's history of
strong revenue growth, reasonably high margins, and an ability to
generate free cash flow.  However, the Company's past financial
policies would suggest that future cash flow generation is
unlikely to go towards significant debt reduction.  

To that point, any further significant increase in leverage or
further weakening of the company's balance sheet through
writedowns could cause the ratings or outlook to come under
pressure.  An inability to pass on higher raw materials costs to
its customers could also affect the outlook and/or ratings.
Consideration to move the outlook to positive will be tied to a
significant strengthening of its balance sheet.

Headquartered in Providence, Rhode Island, Nortek, Inc., is a
leading international manufacturer and distributor of building,
remodeling, and indoor environmental control products for the
residential and commercial markets.  Its products include range
hoods and other spot ventilation products, heating and air
conditioning systems, indoor air quality systems, and specialty
electronic products.


NORTH BAY GENERAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: North Bay General Hospital, Inc.
        1711 West Wheeler Avenue
        Aransas Pass, Texas

Bankruptcy Case No.: 05-32121

Type of Business: The Debtor operates a 75-bed acute care medical
                  facility on a 6-acre site in Aransas Pass,
                  Texas.  See http://www.nbhtx.com/

Chapter 11 Petition Date: February 9, 2005

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Daniel F. Patchin, Esq.
                  Michael Leppert, Esq.
                  McClain, Leppert & Maney, P.C.
                  711 Louisiana, Suite 3100
                  Houston, TX 77002
                  Tel: 713-654-8001
                  Fax: 713-654-8818

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Internal Medicine Associates               $166,824
160 S. 13th St., Ste. B
Aransas Pass, TX 78336

Corpus Christi Medical Center              $143,184
1533 S. Brownlee
Corpus Christi, TX 78404

HCA                                        $133,961
One Park Plaza
Nashville, TN 37203

Medtronic Sofamor Danek                    $131,179
720 E. Park Blvd., Ste. 202
Plano, TX 75074

GE Medical Systems                          $85,659

Alliance Imaging, Inc.                      $81,621

Quest Diagnostics Clinical (DAL)            $62,240

EBI Medical Systems Inc.                    $61,240

Coastal Bend Blood Center                   $59,903

American Health First, Inc.                 $52,307

McKesson Drug Co.                           $37,119

Musculoskeletal Transplant                  $37,020

Biotronik, Inc.                             $30,558

Home CPA Group                              $29,258

McKeeson General Medical                    $28,574

Cardinal Health/FKA Allegiance              $28,380

Northwest Regional Hospital                 $26,676

Cardinal Health Inc./Nuclear Pharmacy       $23,654

Metlife                                     $23,539

The Standard Register                       $21,804


OVERSEAS SHIPHOLDING: S&P Affirms BB+ Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB+' corporate credit rating, on New York, New York-based
Overseas Shipholding Group Inc., and removed all ratings
from CreditWatch, where they were placed on Dec. 14, 2004.

The CreditWatch placement followed the company's announcement that
it would acquire Stelmar Shipping Ltd.  Overseas Shipholding
completed its $1.3 billion acquisition of Stelmar on Jan. 20,
2005. The outlook is stable.

"Although the company's total debt burden increases with the
recent Stelmar acquisition, Overseas Shipholding's credit measures
were previously strong for the rating.  The favorable near-term
outlook for the tanker industry and increased proportion of
revenues derived from long-term fixed rate charters should enable
the company to maintain its overall credit profile, even if tanker
rates weaken somewhat," said Standard & Poor's credit analyst
Kenneth L. Farer.  Pro forma for the transaction, lease-adjusted
debt is $1.7 billion, with debt to capital of 50%.

Ratings on Overseas Shipholding reflect the company's active fleet
growth and participation in the volatile, highly fragmented,
capital-intensive bulk ocean shipping industry.  Positive rating
factors include the company's position as a leading operator of
tankers and good liquidity.

The industry, especially the tanker segment, is characterized by
fragmented ownership, economic sensitivity, and expensive, long-
lived assets which lead to volatile pricing swings from modest
changes in supply-demand balances.  Overseas Shipholding's fleet
is substantial, consisting of 101 vessels, totaling 13.7 million
deadweight tons -- dwt.

Vessels are relatively young due to an ongoing fleet renewal
program, which has replaced older, typically single-hull
vessels, with newer double-hulled vessels.  The company
participates in commercial pools with other owners of modern
vessels to provide additional flexibility and high levels of
service to customers, while providing scheduling efficiencies to
the overall pool.

The current strong tanker rate environment and increased
proportion of revenues from fixed rate contracts should enable the
company to maintain its credit profile.  The outlook assumes some
improvement in leverage as the company reduces debt, even if
tanker rates moderate somewhat from current levels.  Standard &
Poor's expects that if Overseas Shipholding debt-finances
another large acquisition, tanker rates reverse course
significantly, or the company fails to decrease its current debt
burden, the outlook could be changed to negative or the ratings
could be lowered.  Standard & Poor's believes an outlook change to
positive or ratings upgrade is not likely in the near term.


OWENS CORNING: Wants Foreland Refining Pact Okayed to End Dispute
-----------------------------------------------------------------
In 1999, Owens Corning and Foreland Refining Corporation entered
into a Joint Asphalt Production and Marketing Agreement.  Under
the Agreement, Owens Corning purchased certain quantities of
asphalt produced by Foreland Refining.  Additionally, the parties
agreed that Foreland Refining would act as Owens Corning's
non-exclusive sales agent for the sale of the asphalt in certain
geographic areas, and that Owens Corning would market, promote,
and sell the asphalt in other areas.

On the bankruptcy petition date of Owens Corning and its
debtor-affiliates, the parties claimed ownership of certain
asphalt remaining in Foreland Refining's possession.

In 2001, the Debtors and Foreland Refining agreed to a consensual
rejection of the Agreement.  The Debtors scheduled a $394,107
general unsecured, non-priority, prepetition claim in favor of
Foreland Refining.

Subsequently, Foreland Refining filed Claim No. 3064 for
$20,365,882 against Owens Corning.  The Debtors filed an objection
to Claim No. 3064 together with a counterclaim in an adversary
proceeding.

In September 2004, the Court granted summary judgment in favor of
Owens Corning as to the "Production Short Fall" and "Violation of
Exclusive Territories Provisions" claims asserted by Foreland
Refining in Claim No. 3064.

Foreland Refining expressed its intention to pursue an appeal
regarding the Court's September 2004 Ruling.

To avoid the expense, delay, and risk associated with continued
litigation, the parties entered into a settlement agreement.  The
principal terms of the Settlement are:

   (a) Claim No. 3064 will be reduced to $300,000, and allowed as
       a general unsecured non-priority claim against Owens
       Corning and will supersede the Scheduled Claim in its
       entirety;

   (b) Owens Corning's Counterclaim will be deemed withdrawn with
       prejudice; and

   (c) Owens Corning will issue a $100,000 wire transfer to
       Foreland Refining, which will not be applied to the
       allowed Claim Amount.

Accordingly, Owens Corning asks the Court to approve the
Settlement.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).   
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At
Sept. 30, 2004, the Company's balance sheet shows $7.5 billion in
assets and a $4.2 billion stockholders' deficit.  The company
reported $132 million of net income in the nine-month period
ending Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue
No. 99; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OXFORD AUTOMOTIVE: Files First Amended Plan of Reorganization
-------------------------------------------------------------
Oxford Automotive, Inc., and its debtor-affiliates filed their
First Amended Non-Consolidated Chapter 11 Plan with the U.S.
Bankruptcy Court for the Eastern District of Michigan.  The Plan
is comprised of 12 sub-plans, one for each debtor.  A full-text
copy of the Disclosure Statement explaining the Plan is available
for a fee at:

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

The Plan is the result of extensive negotiations among the
Debtors, the secured noteholder committee and equity holders.  
The Debtors intend to reorganize around their European-based
businesses and sell or otherwise liquidate all of their other
assets.

Secured Claims against Oxford (other than those of Oxford
Investment Group, Inc.) and Priority Claims will be paid in full.

The Impaired Classes are:

    * class 2 secured note claims against each Debtor;

    * class 3(i)c other secured claims of Oxford Investment Group,
      Inc.; and

    * general unsecured claims against each Debtor.

No distributions will be made on account of Intercompany Claims
and Equity Interests or to unsecured creditors of the North
American Debtors.

On Jan. 18, 2005, the Court approved the adequacy of the Debtors'
Disclosure Statement, allowing the company to solicit acceptances
of its plan from creditors.  

A confirmation hearing to discuss the merits of the plan will be
held on Feb. 28, 2005, at 10:00 a.m.  Objections to the Plan, if
any, must be filed by Feb. 22, and served on:

   Debtors' counsel:

       I. William Cohen, Esq.
       Pepper Hamilton LLP
       100 Renaissance Center
       Detroit, Michigan 48243

   Debtors' special corporate counsel:

       Ronald L. Rose, Esq.
       Dykema Gossett, PLLC
       400 Renaissance Center
       Detroit, Michigan 48243

   United States Trustee:

       The Office of the United States Trustee
       Eastern District of Michigan
       210 West Fort Street, Suite 700
       Detroit, Michigan 48266

   Counsel for the Creditors Committee:

       Jay Welford, Esq.
       Jaffe, Raitt, Heuer & Weiss, P.C.
       27777 Franklin Road, Suite 2500
       Southfield, Michigan 48034

   Counsel for the Noteholder Committee:

       Brad Eric Scheler, Esq.
       Vivek Melwani, Esq.
       Fried Frank Harris Shriver & Jacobson, LLP
       One New York Plaza
       New York, New York 10004

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.


OXFORD AUTOMOTIVE: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Oxford Automotive, Inc., and its debtor-affiliates filed its
Schedules of Assets and Liabilities with the U.S. Bankruptcy Court
for the Eastern District of Michigan, disclosing:

     Name of Schedule        Assets        Liabilities   
     ----------------        ------        -----------   
   A. Real Property         
   B. Personal Property    $415,660,605   
   C. Property Claimed    
      As Exempt   
   D. Creditors Holding                    $301,530,000   
      Secured Claims   
   E. Creditors Holding                         159,488   
      Unsecured Priority   
      Claims                                 64,610,694   
                           ------------    ------------    
       Total               $415,660,605    $366,300,182   

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 $771,321,000 in total debts.


PACIFIC ENERGY: Gets Required Approval to Amend Sr. Note Indenture
------------------------------------------------------------------
Pacific Energy Partners, L.P. (NYSE:PPX) and Pacific Energy
Finance Corporation reported that at 5:00 p.m., New York City
time, on Feb. 10, 2005, the consent solicitation relating to their
outstanding 7-1/8% Senior Notes due 2014 expired.

As of the Expiration Date, consents representing $240 million in
aggregate principal amount, or approximately 96% of the holders of
the outstanding Notes, had been received pursuant to the Consent
Solicitation.  As a result, Pacific has received the requisite
consents necessary to authorize the proposed amendments to the
indenture governing the Notes.

As announced by the Partnership on October 29, 2004, The Anschutz
Corporation -- TAC -- has agreed to sell its 10,465,000
subordinated units representing a 34.6% limited partner interest
in the Partnership, and TAC's wholly owned subsidiary, PPS Holding
Company, agreed to sell all of the outstanding common stock of
Pacific Energy GP, Inc., the Partnership's general partner, to LB
Pacific, LP, a limited partnership recently formed by Lehman
Brothers Merchant Banking.

The purpose of the Consent Solicitation was to obtain the
requisite consents to amend the Indenture to ensure that Pacific
would not be required to make a Change of Control Offer, as
defined in the Indenture, upon the closing of the Acquisition.

In connection with the Consent Solicitation, Pacific and Wells
Fargo Bank National Association, the trustee, intend to execute a
supplemental indenture that contains the Proposed Amendments.
Promptly following the closing of the Acquisition, Pacific will
pay to each holder of Notes who has properly granted consent
before the Expiration Date $2.50 for each $1,000 in principal
amount of the Notes.  PPS Holding Company and LB Pacific, LP have
agreed to reimburse Pacific Energy GP, Inc., for the costs and
expenses of the Consent Solicitation, including the Consent Fee.   
If the Acquisition does not close, the Proposed Amendments will
not become effective and no Consent Fee will be paid to any
Holder.

Citigroup Global Markets, Inc., acted as Solicitation Agent and
Global Bondholder Services Corporation acted as the Information
Agent in connection with the Consent Solicitation.

Pacific Energy Partners, L.P. -- http://www.PacificEnergy.com/--  
is a master limited partnership headquartered in Long Beach.  
Pacific Energy is engaged principally in the business of
gathering, transporting, storing and distributing crude oil and
other related products in California and the Rocky Mountain
region, including Alberta, Canada.  Pacific Energy generates
revenues primarily by transporting crude oil on its pipelines and
by leasing capacity in its storage facilities.  Pacific Energy
also buys, blends and sells crude oil, activities that are
complementary to its pipeline transportation business.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2005,
Moody's Investors Services assigned a B1 rating to LB Pacific,
LP's $170 million Term Loan B -- TLB, to be secured by 34.6% of
the subordinated equity units of Pacific Energy Partners, LP's --
PPX -- and by the equity of Pacific Energy GP, LLC -- PEGP --
which holds the 2% general partner interest in PPX.  Moody's
affirms PPX's Ba2 senior unsecured note and Ba1 senior implied
ratings and stable outlook. PPX is a midstream oil master limited
partnership and PEGP is its general partner.


PARMALAT: SpA Wants Mega-Mil. Claims Allowed for Voting Purposes
----------------------------------------------------------------
Parmalat SpA and its affiliates Parmalat Netherlands B.V.;
Parmalat Finance Corporation B.V.; Curcastle, Archway Cookies
L.L.C.; and Fratelli Strini Costruz Meccaniche S.r.l. timely filed
proofs of claim against the U.S. Debtors asserting both liquidated
and unliquidated claims.  The Parmalat SpA Creditors assert nearly
$475,000,000 in aggregate liquidated claims.

In an apparent attempt to disenfranchise the Parmalat SpA
Creditors, Joseph D. Pizzuro, Esq., at Curtis, Mallet-Prevost,
Colt & Mosle, LLP, in New York, relates that the U.S. Debtors
issued ballots which value those liquidated claims at
approximately $54.00 for voting purposes in connection with the
U.S. Debtors' Plans.  Despite the fact that they never objected to
a single claim filed by the Parmalat SpA Creditors, the U.S.
Debtors also issued the Parmalat SpA Creditors a series of ballots
valued at $1.00 each.

Mr. Pizzuro contends that the arbitrary devaluation of the
Parmalat SpA Creditors' claims has no support in the Bankruptcy
Code, the Bankruptcy Rules or the Bankruptcy Court' order
approving the U.S. Debtors' Disclosure Statement.  The arbitrary
assignment of a $1.00 value to the Parmalat SpA Creditors' ballots
also gravely understates the actual voting power to which the
creditors are lawfully entitled.

Accordingly, the Parmalat SpA Creditors ask the U.S. Bankruptcy
Court for the Southern District of New York to correct their
ballots and temporarily allow each of the Liquidated Claims for
voting purposes only:

   (a) $149,093,855.62 in Parmalat SpA's favor against Farmland;

   (b) $164,653,147.34 in Parmalat SpA's favor against Parmalat
       USA;

   (c) $15,640.30 in Fratelli's favor against Farmland;

   (d) $607,005.43 in Archway's favor against Farmland; and

   (e) $160,237,925.36 in the Parmalat SpA Creditors' favor
       against the U.S. Debtors.


Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the U.S. Debtors filed for bankruptcy
protection, they reported more than $200 million in assets and
debts.  (Parmalat Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: Gets Court Nod to Amend & Assume EDS IT Agreement
--------------------------------------------------------------
Solutia, Inc., and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to amend and assume an information technology services
agreement with Electronic Data Systems Corporation.  The agreement
relates to EDS' performance and management of certain information
technology services on Solutia, Inc.'s behalf.

On March 1, 1998, Solutia and EDS entered into an information
technology services agreement setting forth the terms of Solutia's
outsourcing of certain IT services to EDS.  The EDS Agreement
expires in December 2008.  The IT services include the hosting of
Solutia's SAP and messaging applications, managing Solutia's voice
and data networks, operating and maintaining selected servers used
in hosted applications, providing support for the phone system at
Solutia's headquarters and providing user help desk, asset
management, systems access and software distribution services.

At the time that the EDS Agreement was negotiated, Solutia had
recently completed its spin-off from Monsanto Company, now known
as Pharmacia Corporation, and was required to have independent IT
services in place by no later than March 1999.  Because Solutia
only had a minimal IT staff after the spin-off and did not yet
have sufficient resources to perform its own IT services, Solutia
contracted with EDS for the outsourcing of many of its IT
services.

In connection with their restructuring efforts, the Debtors have
reviewed their business operations and developed a new business
plan, one goal of which is to reduce costs and thereby increase
profitability.  One of the Debtors' initiatives in that regard was
to minimize the overall cost of their IT services.  Solutia has
taken several steps to reduce overall IT services costs, including
internal staff reductions which have resulted in annual savings of
$2 million, insourcing certain EDS Services, including the phone
system, user help desk, asset management, systems access and
software distribution services and exploring strategic options for
the remaining EDS Services under the Prepetition EDS Agreement.

                            Alternatives

Due to changes in the market, the prices for the IT services in
the EDS Agreement are substantially higher than the current market
prices, in part because several IT service market competitors to
EDS have emerged and in part because of advances in technology and
hardware pricing which have driven down the costs associated with
IT services generally.  Thus, Solutia began exploring options for
covering the remaining EDS Services and concluded that it could
either:

    (1) continue operating under the existing EDS Agreement
        without changes;

    (2) replace EDS by rejecting the EDS Agreement and moving
        their systems to a new provider; or

    (3) renegotiate with EDS toward amendment and assumption of
        the Prepetition EDS Agreement.

Solutia solicited proposals from three other vendors and then
evaluated the economics, risks and other qualitative
considerations of the three options.

Solutia concluded that the least favorable option was to continue
operating under the EDS Agreement.  The EDS Agreement imposed
limitations on Solutia's ability to insource IT services, and the
insourcing accomplished by Solutia to date is close to the maximum
allowed in the existing contract.  Thus, any further insourcing or
other elimination of IT services by Solutia would not result in
material savings.  Furthermore, the contract pricing in the
Prepetition EDS Agreement is significantly above current
competitive market pricing.

With respect to the option of rejecting the EDS Agreement and
choosing an alternate provider, Solutia determined that this
option would require significant inefficiency and transition costs
and would generate a substantial termination or rejection damage
claim under the EDS Agreement.  Solutia estimates that
transitioning IT services to a new provider would require six
months and would cost $1.5 million in payments to third parties
for implementation assistance, payments to EDS for transition
services, new provider costs and a one-month overlap in IT
services to ensure that there is a smooth transition.  In
addition, to ensure that EDS would provide the necessary
transition services as outlined in the EDS Agreement, Solutia
would be required to send a termination notice prior to rejecting
the contract.  The EDS Agreement provides for termination fees
that are estimated to be $1.9 million and Solutia estimates that
there would be an additional $0.6 million in additional costs
associated with terminating the relationship with EDS, including
the contractually required payment of EDS' severance costs for
their employees who had been dedicated solely to Solutia.  While
Solutia believes that the $2.5 million in termination fees would
constitute unsecured prepetition liabilities, EDS has argued that
they should be entitled to administrative priority, giving rise to
the possibility of litigation and even a substantial
administrative claim.

Concurrently with exploring the option of using alternate service
providers, Solutia entered into negotiations with EDS regarding
amendments to the terms of the EDS Agreement that would make it
more favorable and cost-effective for Solutia.  The negotiations
have recently concluded and resulted in a modified agreement that
promises significant cost savings.  Solutia compared the terms of
the modified EDS agreement and the most favorable proposal from an
alternate provider and determined that, taking into account
transition costs and potential damages related to rejection or
termination of the EDS Agreement, the difference in discounted
cash flow between the two options was relatively small.

Solutia determined that other factors make the modified
arrangement with EDS more attractive.  Solutia has been satisfied
with EDS' provision of IT services.  EDS is a market leader with
respect to certain of the IT Services, it has demonstrated the
ability to meet Solutia's needs and it has a dedicated staff
supporting Solutia and would not need to get anyone up to speed.  
Changing providers, on the other hand, would increase the
likelihood of service disruption in the transition because there
would need to be outages and downtime to switch to the new
provider's hardware.  Also, there likely would be more disruption
after the transition as well.  The 2-3 year learning curve
experienced by EDS under the EDS Agreement likely would be
repeated at least to some degree with the new provider.

Furthermore, Solutia relies on outside partners to support SAP,
Solutia's most critical application, and changing IT service
providers increases the potential for communication and
coordination issues.  The change to a new provider also would
require more management time and attention with respect to
negotiating a new contract, transitioning to a new provider,
educating the new provider on Solutia's systems and operations
throughout the "learning" phase and learning how to manage the new
contractual relationship.  Thus, Solutia decided that entering
into the modified agreement with EDS would involve less transition
and operational risk in comparison to transitioning to a new
provider.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RAYOVAC CORP: United Industries Purchase Draws S&P's B+ Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Rayovac
Corporation, including its 'B+' corporate credit rating, after
completion of its acquisition of United Industries Corporation.

Due to the reduced size of its new bank facility to $1.03 billion
from the previously planned $1.23 billion facility, Standard &
Poor's affirmed its 'B+' senior secured bank loan rating and
raised its recovery rating to '2' from '3'.  The revised recovery
rating indicates Standard & Poor's expectation of substantial
recovery of principal (80% to 100%) in the event of a default.

The reduced bank loan offsets the increased senior subordinated
note issue of $700 million (from $500 million) as part of the
United Industries transaction.  As a result of the completed
transaction, Standard & Poor's withdrew its ratings on United
Industries.  The outlook on Rayovac is stable.  Approximately $1.8
billion of debt is affected by these actions.

"While we view the United Industries acquisition as enhancing
Rayovac's business profile, high leverage and integration risk
limit the potential for a higher rating over the intermediate
term.  Furthermore, a significant near-term acquisition that
affects either leverage or the company's ability to integrate
United Industries could pressure the existing ratings," said
Standard & Poor's credit analyst Patrick Jeffrey.


REDDY ICE: Registers Common Stock for Proposed IPO
--------------------------------------------------
Reddy Ice Holdings, Inc., has filed a registration statement with
the Securities and Exchange Commission for a proposed initial
public offering of its common stock.  A portion of the shares will
be issued and sold by Reddy Ice and a portion will be sold by
certain stockholders of Reddy Ice.  The number of shares to be
offered and the price range for the offering have not yet been
determined.

Bear, Stearns & Co., Lehman Brothers and Credit Suisse First
Boston LLC are acting as joint book-running managers of the
offering with Goldman, Sachs & Co. and CIBC World Markets acting
as co-managers for the offering.

                        About the Company

Reddy Ice manufactures and distributes packaged ice, serving
approximately 82,000 customer locations in 31 states and the
District of Columbia under the Reddy Ice brand name.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Dallas, Texas-based Reddy Ice Holdings Inc., the
parent company of packaged-ice provider Reddy Ice Group Inc.
Standard & Poor's also assigned its 'B-' rating to Reddy Ice
Holdings Inc.'s proposed $100 million senior discount notes due
2012.

At the same time, Standard & Poor's affirmed its ratings on Reddy
Ice Group, including its 'B+' corporate credit rating and revised
its outlook to negative from stable due to increased consolidated
debt burden resulting from the proposed transaction, which
deviates from Standard & Poor's expectations of deleveraging in
fiscal 2004.  At closing, the company will have approximately $437
million in debt.

For analytical purposes, Standard & Poor's views Reddy Ice
Holdings and Reddy Ice Group as one economic entity.  The net
proceeds of the proposed issue will be used to repurchase all the
outstanding preferred stock at the parent company and pay a
dividend of $11.7 million to common equity shareholders.  The new
ratings are based on preliminary terms and are subject to review
upon final documentation.

"The ratings on Reddy Ice Holdings and its operating subsidiary
Reddy Ice Group reflect its narrow product focus, its
participation in the highly fragmented and competitive packaged
ice industry, the seasonal nature of demand for its products, and
high debt levels," said Standard & Poor's credit analyst Paul
Blake.


RIGGS NATIONAL: Moody's Maintains Subordinated B2 Rating
--------------------------------------------------------
Moody's Investors Service announced that it is maintaining the
review, direction uncertain, on the ratings of Riggs National
Corporation (subordinated at B2) and those of its lead bank
subsidiary, Riggs Bank N.A. (deposits at Ba1).

Moody's announcement follows the February 10, 2005 announcement by
PNC Financial Services Group, Inc., and Riggs National Corporation
(Riggs) that the companies had amended and restated the terms and
conditions of their July 2004 agreement under which PNC would
acquire Riggs.  The transaction is expected to close as soon as
possible, subject to legal, regulatory and shareholder approvals.  

Either party, however, may terminate the agreement after May 31,
2005 if the transaction has not closed. On February 7, 2005, Riggs
rejected an earlier set of revised terms and conditions proposed
by PNC Financial.  That rejection, together with the expectation
that weakened core profitability would continue for the
foreseeable future as a result of increased legal and other
expenses, prompted a downgrade in Riggs' ratings on February 8,
2005, Moody's added.

While the latest announcement is a positive development, Moody's
expects that the situation at Riggs National will continue to be
dynamic.  Should the transaction not close as expected, Moody's
believes that Riggs will very likely suffer deterioration in its
franchise value.  On the other hand, positive ratings pressure
could be triggered by an increase in the probability of a
successful transaction.  For this reason, Moody's has maintained
Riggs' ratings on review, direction uncertain.

Riggs National Corporation (Nasdaq: RIGS) is a bank holding
company headquartered in Washington, D.C., with assets of $5.9
billion as of September 2004.


SEPRACOR INC: SEC Declares Resale Reg. Statement Effective
----------------------------------------------------------
Sepracor Inc. (Nasdaq: SEPR) reported that the Securities and
Exchange Commission had declared effective its registration
statement on Form S-3 relating to the resale by the holders of an
aggregate principal amount of $500 million of 0% convertible
senior subordinated notes due 2024 and any shares of Sepracor
common stock issuable upon conversion of the Notes.

In September 2004, Sepracor completed the sale of the $500 million
aggregate principal amount of Notes in private placements to the
initial purchasers of the securities.

The initial purchasers resold the Notes to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of
1933, as amended.  The selling securityholders may use the
prospectus relating to the registration statement from time to
time to resell their Notes and any shares of Sepracor common stock
issuable upon conversion of the Notes.  Sepracor will not receive
any proceeds from the sale of the Notes or any shares of Sepracor
common stock issuable upon conversion of the Notes.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering would be unlawful.

                        About the Company     

Sepracor Inc. is a research-based pharmaceutical company dedicated
to treating and preventing human disease through the discovery,
development and commercialization of innovative pharmaceutical
products that are directed toward serving unmet medical needs.
Sepracor's drug development program has yielded an extensive
portfolio of pharmaceutical compound candidates with a focus on
respiratory and central nervous system disorders. Sepracor's
corporate headquarters are located in Marlborough, Massachusetts.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2004,
Standard & Poor's Ratings Services assigned a 'CCC+' subordinated  
debt rating to $500 million in proposed zero-coupon convertible  
senior subordinated notes to be issued by specialty pharmaceutical  
company Sepracor, Inc. The amount of the notes, which are due  
2024, could be increased by $100 million. The first put date is  
Oct. 15, 2009.

At the same time, Standard & Poor's affirmed its 'B' corporate  
credit rating on Sepracor.  

Although the new notes are senior to the company's existing  
subordinated debt issues, future senior debt could be added, and  
this effectively subordinates the new issue in the company's debt  
structure.  Sepracor would use proceeds of the new issue for  
general corporate purposes, though up to $100 million would be  
used to purchase shares of company common stock.

Sepracor's pro forma debt balance, including this issue and other  
recent debt conversion transactions, is projected to be roughly  
$1.17 billion.  

"The speculative-grade ratings on emerging specialty  
pharmaceutical company Sepracor, Inc., reflect its operating  
losses, which are due mainly to its significant R&D expenditures  
and increasing marketing costs," said Standard & Poor's credit  
analyst Arthur Wong. " The ratings also reflect Sepracor's heavy  
debt burden."

These negative factors are only modestly offset by the growing  
sales of Sepracor's asthma drug Xopenex, the promise of its  
insomnia medication Estorra, and the adequate liquidity provided  
by on-hand cash.


SOLECTRON CORP: 96.4% of Senior Notes Tendered for Exchange
-----------------------------------------------------------
Solectron Corporation (NYSE:SLR) disclosed preliminary results of
its offer to exchange all its outstanding 0.50-percent convertible
senior notes due 2034 for an equal amount of its newly issued
0.50-percent convertible senior notes, series B due 2034 and cash.
The offer expired at midnight, New York City time, on Thursday,
Feb. 10.

As of the expiration date, $433,920,000 aggregate principal amount
of outstanding notes, representing approximately 96.4 percent of
the total outstanding notes, had been tendered, exclusive of
outstanding notes tendered by guaranteed delivery.  In accordance
with the terms of the exchange offer, Solectron has accepted for
exchange all of the validly tendered outstanding notes.  The final
results of the exchange offer will be announced promptly after
verification by the exchange agent.

Goldman, Sachs & Co. is the dealer/manager and Georgeson
Shareholder Communications Inc. is the information agent for the
exchange offer. Additional details regarding the exchange offer
are described in the prospectus relating to the exchange offer.
Copies of the prospectus may be obtained from Georgeson
Shareholder Communications Inc. Georgeson Shareholder
Communications Inc.'s address and telephone number are as follows:

Georgeson Shareholder Communications Inc.

17 State St.--10th Floor New York, NY 10004
Telephone: (212) 440-9800 (banks and brokers) or (800) 460-0079  

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

                        About the Company

Solectron Corporation -- http://www.solectron.com/-- provides a   
full range of worldwide manufacturing and integrated supply chain
services to the world's premier high-tech electronics companies.
Solectron's offerings include new-product design and introduction
services, materials management, product manufacturing, and product
warranty and end-of-life support. The company is based in
Milpitas, California, and had sales from continuing operations of
$11.64 billion in fiscal 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2005,
Fitch Ratings affirmed Solectron Corporation's debt ratings:

   -- 'BB-' senior unsecured debt;
   -- 'BB+' senior secured bank credit facility;
   -- 'B' subordinated debt.

The Rating Outlook is Stable.  Approximately $1.2 billion of debt
is affected by Fitch's action.

The ratings reflect Solectron's ongoing relatively weak, albeit
improving, operating performance versus tier-1 electronic
manufacturing services -- EMS -- peers, less than optimal capacity
utilization rates, and expectations for flat revenue growth for
fiscal 2005.  Additionally, the contract pricing environment
remains pressured, particularly for traditional electronics
manufacturing services, which continue to represent the majority
of industry revenues despite efforts to expand service offerings.


SOLUTIA INC: Asks Court to Approve Canadian Unit Settlement Pact
----------------------------------------------------------------
Solutia, Inc., and debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to approve a settlement with
their non-debtor affiliate Solutia Canada, Inc., UCB S.A., Cytec
Industries Inc., Surface Specialties, Inc., and Surface
Specialties S.A.

               Solutia's Sale Transaction with UCB

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in New
York, relates that Solutia, Inc., entered into various contracts
in connection with the sale of its resins, additives, and adhesive
business to UCB, SA, pursuant to a Stock and Asset Purchase
Agreement dated December 2, 2002.  The Contracts were subsequently
assigned by UCB, UCB, Inc., and UCB Chemicals Corp. to SSI and
SSSA pursuant to an internal restructuring conducted by UCB.

Numerous monetary disputes arose between the parties.  UCB
asserted a claim for $1,787,500 against Solutia relating to
purchase price adjustments under the Solutia Stock and Asset
Purchase Agreement.  UCB also believes that it owes Solutia
$1,878,500 as a result of purchase price adjustments.  UCB further
asserts a liquidated claim for $32.5 million for reimbursement of
taxes paid and related interest on amounts due and payable to
certain tax authorities as well as an unliquidated claim for
future taxes, currently estimated by UCB to be $17 million.

SSI's claims against Solutia are set forth in a proof of claim
filed on November 29, 2004, for $6,699,053 for amounts owing under
the Contracts.  SSI also asserted that it owes Solutia $7,153,382.

               UCB's Sale of the Business to Cytec

UCB and Cytec are parties to a Stock and Asset Purchase Agreement
dated as of October 1, 2004 pursuant to which UCB agreed to sell
certain assets, including the stock of SSI and SSSA, to Cytec.  To
comply with certain requirements set forth in the UCB Stock and
Asset Purchase Agreement, UCB requested Solutia to assume the
Contracts and that Solutia and SOCAN consent to the assignments of
the Contracts and waive any rights they may have to terminate or
cease to perform any of the Contracts, or modify their performance
of or any terms or conditions of any of the Contracts.  The
parties agreed to certain amendments to certain of the Contracts
that are beneficial to Solutia and its affiliates.  In addition,
UCB and its affiliates agreed to pay certain sums to Solutia and
SOCAN, and to waive significant portions of the amounts alleged in
the UCB Proof of Claim and the SSI Proof of Claim to be owed by
Solutia to UCB and its affiliates.

                          Settlement

On December 30, 2004, Solutia, SOCAN, UCB, Cytec, SSI and SSSA
entered into the Settlement Agreement, in which, among other
things:

   (a) the parties agreed to amend certain Assumed Contracts;

   (b) Solutia agreed to assume the Assumed Contracts, as
       amended;

   (c) Solutia and SOCAN consented to UCB's assignment of the
       Contracts to Cytec; and

   (d) in settlement of certain monetary disputes under the
       Contracts, UCB, SSI, SSSA and Cytec agreed to:

      (1) pay $7.5 million to Solutia;

      (2) pay CN$3,948,059 to SOCAN;

      (3) waive $34.2 million of the UCB Proof of Claim;

      (4) waive $2,934,104 of the SSI Proof of Claim; and

      (5) waive any obligation to pay $2,753,517 allegedly due
          from SOCAN for accounts receivable collected on behalf
          of UCB, SSI or SSSA.

Of these obligations, UCB, SSI and SSSA have already paid to
Solutia $4,500,000 and to SOCAN CN$3,948,059.

                        Assumed Contracts

Three of the Assumed Contracts relate to Solutia's Indian Orchard
Site located in Springfield, Massachusetts, at which a portion of
the equipment purchased by UCB as part of the Business is located.  
Two of the Assumed Contracts relate to intellectual property while
three other Assumed Contracts are sales agreements with UCB that
Solutia entered into in connection with the sale of the Business.

               SOCAN and the LaSalle Toll Agreement

Although SOCAN is not a debtor in these cases and therefore does
not seek Court approval with respect to its actions, UCB and its
affiliates requested that SOCAN consent to the assignment to Cytec
of the LaSalle Toll Agreement, pursuant to which SOCAN performs
certain toll conversion services to convert SSI's raw materials
into products.  To induce SOCAN to consent to the assignment, UCB
and Cytec agreed to make certain payments to SOCAN under the
LaSalle Toll 11 Agreement.  UCB paid SOCAN CN$3,948,059 in
satisfaction of all past due obligations under the LaSalle Toll
Agreement.  In addition, upon execution of the Settlement
Agreement UCB paid to Solutia $141,526 Canadian representing a
reimbursement of capital expenditures under the LaSalle Toll
Agreement and agreed to cure any payment defaults by UCB under the
LaSalle Toll Agreement.  UCB and Cytec also agreed to release
Solutia and SOCAN from any obligation to pay $2,753,517 allegedly
due from SOCAN for accounts receivable collected on behalf of UCB.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000)


STEWART ENTERPRISES: Closes $200 Million Senior Debt Offering
-------------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS: STEI) reported the closing
of its previously announced private offering of $200 million of
its 6-1/4% Senior Notes due 2013.  The Company has also borrowed
$130 million in additional term loan debt under its senior secured
credit facility.

The Company has used the net proceeds of the issuance of its
6-1/4% Notes and additional term loan borrowings, together with a
portion of its available cash, to purchase the $298.2 million in
aggregate principal amount of its outstanding 10-3/4% Senior
Subordinated Notes due 2008 that were tendered as of 5:00 p.m.,
New York City time, on Feb. 2, 2005 pursuant to the Company's
previously announced tender offer and consent solicitation for the
10-3/4% Notes, and to pay related tender premiums, fees and
expenses.  The amendments to the indenture governing the 10-3/4%
Notes proposed in connection with the Offer, which eliminate
substantially all of the restrictive covenants and certain events
of default contained in the indenture governing the 10-3/4% Notes,
are now operative.

The Offer remains open and is scheduled to expire at 5:00 p.m.,
New York City time, on Feb. 18, 2005. The complete terms and
conditions of the Offer are described in the Offer to Purchase and
Consent Solicitation Statement of the Company dated Jan. 20, 2005,
copies of which may be obtained by contacting D. F. King & Co.,
Inc., the depositary and information agent for the Offer, at (212)
269-5550 (collect) or (800) 659-5550 (U.S. toll-free).

The Company has engaged Banc of America Securities LLC to act as
the exclusive dealer manager and solicitation agent for the Offer.
Additional information concerning the Offer may be obtained by
contacting Banc of America Securities LLC, High Yield Special
Products, at (212) 847-5834 (collect) or (888) 292-0070 (U.S.
toll-free).

The 6-1/4% Notes have not been registered under the Securities Act
of 1933 or the securities laws of any other jurisdiction, and may
not be offered or sold in the United States absent registration
under the Securities Act of 1933 and applicable state securities
laws or an available exemption from such registration
requirements.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any securities. The Offer is being made solely by way of the Offer
to Purchase and Consent Solicitation Statement of the Company
dated Jan. 20, 2005.

                         About the Company

Founded in 1910, Stewart Enterprises is the third largest provider
of products and services in the death care industry in the United
States, currently owning and operating 236 funeral homes and 147
cemeteries. Through its subsidiaries, the Company provides a
complete range of funeral merchandise and services, along with
cemetery property, merchandise and services, both at the time of
need and on a preneed basis.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2005,  
Moody's Investors Service assigned a Ba3 rating to Stewart  
Enterprises, Inc.'s $230 million term loan B and a B1 rating to  
the company's proposed $200 million of senior notes.  
Concurrently, Moody's affirmed existing ratings and maintained a  
stable outlook.  

Moody's rating actions are:  

    * Assigned $230 million (upsized from $100 million) term loan           
      B due 2011, rated Ba3;  

    * Assigned $200 million senior notes (guaranteed) due 2013,  
      rated B1;  

    * Affirmed $125 million revolving credit facility due 2009,  
      rated Ba3;  

    * Affirmed $300 million senior subordinated notes (rating to        
      be withdrawn upon completion of the proposed tender offer),  
      rated B2.  

    * Affirmed Senior Implied, rated Ba3;  

    * Senior Unsecured Issuer Rating (non-guaranteed exposure),  
      lowered to B2 from B1;  

The ratings outlook is stable.


TFM S.A.: Fitch Affirms Single B+ Rating on Senior Notes
--------------------------------------------------------
Fitch Ratings has affirmed the 'B+' foreign and local currency
senior unsecured ratings of TFM, S.A. de C.V.  The Rating Outlook
is Stable.  The foreign currency rating applies to these debts:

    -- US$150 million senior notes due 2007;
    -- US$443.5 million senior notes due 2009;
    -- US$180 million senior notes due 2012.

TFM's 'B+' ratings reflect the company's challenging operating
environment, high leverage, flat earnings, and tight liquidity.

Over the last two years, TFM has operated in a challenging
environment characterized by higher fuel costs, a depreciating
Mexican peso versus the U.S. dollar and a general shift in
manufacturing to China from several countries, including Mexico.
This latter factor has resulted in a decline in the shipment of
cargo from some sectors served by the company, including
automotive.  Through the first nine months of 2004, TFM's revenues
were flat vis-a-vis those of 2003.

TFM remains highly levered.  As of Sept. 30, 2004, TFM had about
US$1.4 billion in total debt, consisting of US$773 million in
unsecured bonds, a US$133 million term loan and an estimated
US$495 million of off-balance debt associated with lease
obligations.  TFM's EBITDAR, which is defined as EBITDA plus the
company's annual locomotive and railcar lease payments, is
expected to be about US$280 million in 2004 or essentially the
same level as in 2003.  The ratio of total debt-to-EBITDAR has
remained at about 5.0 times throughout the last several years.
EBITDAR covered fixed expenses, defined as interest expense plus
lease payments, by about 1.6x as of Sept. 30, 2004, and in 2003.

TFM's liquidity is poor with only US$11.8 million of cash as Sept.
30, 2004.  Fitch believes, that neither the expected transaction
to sell Grupo TMM's indirect stake in TFM to Kansas City Southern
- KCS -- nor the resolution of TFM's value added tax claim is
likely to provide any cash for debt reduction at TFM.  Despite the
continued favorable court rulings for TFM's claim to an estimated
US$1 billion value added tax refund from the Mexican government, a
considerable amount of doubt exists as to whether any portion of
TFM's VAT refund will be in the form of cash.

The Mexican government holds a PUT option for its 20% equity
interest in TFM.  Grupo TFM's shareholders, Grupo TMM and KCS, are
obligated to acquire the shares that the government holds in TFM
if they are not purchased by the public.  In one scenario, the
government could put its 20% of TFM's shares to Grupo TFM, and
Grupo TFM could acquire the Mexican government's 20% stake in TFM.
Because the government has lost most of the steps in TFM's VAT
negotiation process, it could effectively offset the VAT refund it
owes to TFM with the proceeds of the sale of TFM in a cashless
transaction as proposed by Grupo TFM's shareholders.

Fitch views the proposed transaction in which Grupo TMM would sell
its 51% voting interest in Grupo TFM to Kansas City Southern as
being mildly positive for TFM.  The transaction would replace
TFM's financially distressed controlling shareholder, Grupo TMM,
with KCS, a U.S. entity that has a stronger financial profile but
one that is also highly leveraged.  In addition, TFM may be able
to refinance and borrow at a lower cost in the future under the
control of KCS which is a somewhat stronger financially vis-a-vis
Grupo TMM.  Nevertheless, on a pro forma basis, KCS would continue
to be a small railway and about two-thirds of its operating
earnings would be generated by the Mexican operations.

Fitch's 'B+' ratings incorporate an expectation that the
transaction with KCS will be completed as both parties, Grupo TMM
and KCS, negotiated an amended acquisition agreement announced in
December 2004.  The new agreement is similar to the original one,
but also includes US$157 million of contingency payments tied to
the resolution of the VAT and PUT matters.  The amended terms for
the sale of Grupo TFM to KCS also include a US$200 million cash
payment, much of which is required to be used to reduce debt at
the Grupo TMM holding company level; cash available for debt
reduction at the TFM operating company level is unlikely to result
from the transaction with KCS.  If the acquisition does not occur
by Oct. 5, 2005, the expiration date of the approval of the
transaction by Mexico's Foreign Investment Commission, nor does
the Mexican Federal Competition Commission  extend its approval of
the transaction before April 2005, TFM's ratings would likely be
lowered.

TFM holds the concession to operate Mexico's northeastern rail
lines and is Mexico's largest railroad by volume.  The company
transports more than 40% of Mexican rail volume and owns more than
2,600 miles of rail track.  TFM is the only Mexican carrier to
Laredo, Texas, the largest freight exchange point between the
United States and Mexico.  TFM also serves three of Mexico's four
primary seaports and approximately 80% of the company's revenue is
related to international freight.  In 2003, TFM's revenues were
generated from the following main industries:

         * agro-industrial (22%),
         * automotive (19%),
         * chemical (18%)
         * manufacturing and mining (31%) and
         * intermodal (8%).

TFM is an operating company 80% owned by Grupo TFM and 20% owned
by the Mexican government.  Grupo TFM, a holding company, is
currently 51% owned by Grupo TMM and 49% owned by Kansas City
Southern.


TRUMP HOTELS: Court Okays Renewal of 15-Year Property Lease
-----------------------------------------------------------
Debtor Trump Plaza Associates owns and operates the Trump Plaza
hotel and casino in Atlantic City, New Jersey.

Charles A. Stanziale, Jr., Esq., at Schwartz Tobia Stanziale
Sedita & Campisano, in Montclair, New Jersey, relates that
pursuant to a certain sublease dated December 29, 1986, Trump
Plaza leased in ordinary course the premises located at 2200
Atlantic Avenue in Atlantic City, New Jersey, to display a very
large electric display board.

Since early 2003, the Debtors, Tombrock Corporation, the landlord
under the Existing Sublease and tenant under the Existing Prime
Lease, and the owners of the Property, the successors to the
landlord under the Existing Prime Lease, negotiated a transaction
pursuant to which effective as of January 1, 2005:

    -- the Existing Sublease and Existing Prime Lease would be
       terminated;

    -- the Landlord and Trump Plaza would enter into a new 15-year
       lease of the Property;

    -- Trump Plaza would provide the Landlord a $160,000 letter of
       credit as security for its obligations to restore the
       Property under the New Lease; and

    -- Trump Plaza would provide the Landlord with a $13,000 cash
       deposit to secure its obligations under the New Lease.

The material terms of the New Lease are:

    A. Term                        : 15 years, 1 month

    B. Effectiveness               : January 1, 2005

    C. Renewal Fee                 : $63,000, payable at closing

    D. Monthly Rent                : $6,500, subject to increases
                                     every five years tied  to the
                                     consumer price index

    E. Security deposit for
       obligation to restore
       the property at the end
       of the Lease term           : $160,000 letter of credit

    F. Security deposit for
       all obligations under
       the Lease                   : $13,000

Trump Hotels & Casino Resorts, Inc., and its debtor-affiliates
sought and obtained the authority of the U.S. Bankruptcy Court for
the District of New Jersey to:

    (a) enter into the New Lease and all agreements and documents
        under it;

    (b) pay the Landlord the renewal fee and security deposit
        required under the New Lease; and

    (c) provide the issuer of the letter of credit a security
        deposit in an amount not more than 120% of the face amount
        of the letter of credit, free and clear of liens.

Although the New Lease represents an increase in monthly rent of
around $3,700 under the Existing Sublease, Mr. Stanziale points
out that:

    -- the Existing Sublease was entered into nearly 18 years ago
       and rent is based on the rent payable under the expiring
       1964 Existing Prime Lease;

    -- if the Existing Sublease were allowed to expire, the
       Debtors would have to pay about $150,000 to remove the
       existing Board on the Property;

    -- the Property is a 25' x 175' strip of land immediately
       visible upon exiting the Atlantic City Expressway in front
       of the Trump Plaza hotel and casino parking garage;

    -- the Board on the Property is the largest and most visible
       sign for Trump Plaza hotel and casino;

    -- the Debtors believe it would be extremely detrimental to
       Trump Plaza for a competitor to place a billboard on the
       Property; and

    -- the entrance from Missouri Avenue to the Trump Plaza garage
       is over the Property.

Trump Plaza recently spent $1.2 million to upgrade the Board.

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.


U.S. PLASTIC: Inks Six-Year Distribution Pact with Russin Lumber
----------------------------------------------------------------
U.S. Plastic Lumber Corp. (Pink Sheets:USPL), a leader in
alternative lumber products, has signed a new six-year, multi-
million dollar distribution agreement with Russin Lumber Corp. to
distribute USPL's residential decking in the Northeast United
States.

The agreement calls for Russin to distribute Carefree Xteriors,
USPL's patented product in high density polyethylene (HDPE)
residential decking.  Russin will sell Carefree to retail
lumberyards in its entire geography.  Russin Lumber is the
foremost wholesale building material distributor in the
Northeastern and Mid-Atlantic United States.

This announcement follows on the heels of the company's hiring of
its new CEO Bruce Disbrow and the streamlining of its offerings
into four high quality product lines.  Mr. Disbrow, a 25-year
veteran of RH Donnelley, most recently served as President and
Chief Executive of Dontech, a joint venture between Donnelley and
SBC Communications.

"This agreement with Russin Lumber marks the next vital step in
our turnaround strategy for USPL," said Mr. Disbrow.  "The Russin
name has been synonymous with quality for nearly 50 years, and we
are delighted that this premier brand has put its faith in our
company. Russin Lumber is the perfect complement to USPL in both
distribution and customer service, and we are thrilled that our
products will be selling from Maine to Maryland."

                      About Russin Lumber Corp.

Russin Lumber is a wholesale building material distributor located
in Montgomery, New York in the Mid Hudson Valley. Russin has been
distributing quality building materials to the Northeastern and
Mid-Atlantic states for over 45 years. Russin employs 135 people
throughout our distribution center, re-manufacturing facility and
factory finishing operations.

                    About Triax Capital Advisors

Triax Capital Advisors provides advisory services to parties
involved with highly leveraged companies and special situation
investments. Triax offers expertise in three distinct areas:
Financial Restructuring, Operational Restructuring, Forensic
Accounting and Litigation Support and is further distinguished by
these core characteristics: focus on quality of work versus
quantity of engagements, hands-on involvement by senior
professionals, and flexible compensation structures that include
focus on success fee formulas.  Triax Capital Advisors' Web site
is located at http://www.triaxadvisors.com/

Headquartered in Boca Raton, Florida, U.S. Plastic Lumber --
http://www.usplasticlumber.com/-- manufactures plastic lumber and  
is the technology leader in the industry. The Company filed for a
chapter 11 protection on July 23, 2004 (Bankr. S.D. Fla. Case No.
04-33579). Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$78,557,000 in total assets and $48,090,000 in total debts.


US AIRWAYS: Orbitz Wants to Terminate Charter & Supplier Pacts
--------------------------------------------------------------
Orbitz is an on-line travel agency that provides booking and
ticketing service for air travel with US Airways, Inc., and its
debtor-affiliates.  Orbitz is a party to two executory contracts
with the Debtors -- the Airline Charter Associate Agreement and
the Orbitz Supplier Link Agreement.  The Agreements govern the
terms under which Orbitz interacts with the Debtors.

                   Charter Associate Agreement

Pursuant to the Airline Charter Associate Agreement, which was
entered into on June 27, 2002, Orbitz sells airline tickets for
the Debtors to third-party air travelers.  Orbitz utilizes the
Global Distribution System to access the Debtors' ticket inventory
and rates, then procures tickets for the consumer.  In addition,
the CAA includes certain in-kind promotion obligations, which
involve advertising, marketing and promotions materials.  Orbitz
may list the Debtors' name on ticket jackets or other material, or
include special affinity programs, like free or discounted mileage
points for frequent fliers or free or discounted upgrades for
fliers.  

The CAA can be terminated if a party breaches the agreement and
does not cure the breach.  On April 30, 2004, Orbitz delivered a
CAA Termination Notice to the Debtors, effective May 31, 2004.  
However, the parties extended the CAA three times for 30 days each
time, to conduct negotiations.  On September 3, 2004, the parties
agreed on the terms of a new CAA.  Despite their failure to
formally enter into a new CAA, the parties have continued to treat
the original CAA as in effect.  Currently, the parties are
finalizing the terms of the new CAA.

                      Supplier Link Agreement

On March 31, 2003, the parties entered into the Orbitz Supplier
Link Agreement, which directly connects Orbitz with the Debtors'
reservation system.  As part of the SLA, the Debtors must remain
in good standing under the CAA.  The SLA can be terminated if
either party drops out of good standing.

                  Mutual Prepetition Obligations

As of the bankruptcy petition date, the Debtors owe Orbitz
$565,848 under the SLA, comprised of $17,541 in unpaid
connectivity fees and $548,307 in unpaid transactional fees.  At
the same time, Orbitz owes the Debtors $283,981, comprised of
accrued rebates.

Scott A. Zuber, Esq., at Pitney Hardin, in Morritown, New Jersey,
maintains that since there is a mutuality of obligations between
the parties, Orbitz has a right to set-off.  Also, since the
Debtors are no longer a party in good standing, Orbitz may
terminate the CAA and SLA.

Orbitz asks Judge Mitchell of the U.S. Bankruptcy Court for the
Eastern District of Virginia to vacate the automatic stay to:

  (a) issue a Termination Notice and terminate the CAA;

  (b) terminate the Orbitz SLA; and

  (c) set off the mutual pre-petition obligations.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 80; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Wants to Implement Term Sheet with Snecma
-----------------------------------------------------
US Airways, Inc., and its debtor-affiliates operate five Boeing
737-400 aircraft pursuant to leveraged leases, where Wilmington
Trust Company is the Lessor and General Electric Capital
Corporation, having contributed a portion of the purchase price,
is the Owner-Participant and holds beneficial interest.  Certain
secured promissory notes were issued pursuant to an indenture to
finance the balance of the aircraft purchase price.  Under those
Notes, Wachovia Bank serves as Indenture Trustee and Snecma --
formerly known as Societe Nationale d'Etude et de Constuction de
Moteurs d'Aviation -- serves as the guarantor of principal and
interest.

The Debtors and Snecma engaged in discussions regarding the terms
and conditions under which the Debtors would continue to lease the
Snecma Aircraft during their Chapter 11 cases.  As a result of
those discussions, the parties have, from time to time, extended
the Section 1110 Period.  The latest extension gave the Debtors
through February 17, 2005, and they agreed on an additional
payment on account of their lease obligations under the Existing
Leases.

The Debtors and Snecma have now agreed on the terms and conditions
of new leases, which will allow the Debtors to continue operating
the Snecma Aircraft at reduced rental rates, and the related
ownership structure.  Accordingly, the Debtors sought and obtained
Judge Mitchell's authority to implement the transactions in the
Snecma Term Sheet.

The key terms of the agreement are:

  1) Purchase of Notes: Snecma will purchase the Notes from the
     holders, with all rights and interests in the Snecma
     Aircraft.

  2) Foreclosure of Interests: Snecma will foreclose on all
     right, title and interest of GECC, as Owner Participant, and
     Wilmington Trust, as Lessor, to the Snecma Aircraft.  If
     Snecma is unable to effectuate a foreclosure on any
     Aircraft, Snecma will commence a public auction foreclosure.

  3) Execution of New Leases: The parties will execute New Leases
     for each Snecma Aircraft.  Each New Lease will be held in
     escrow until satisfaction of all conditions precedent.

  4) New Lease Term: The New Lease for each Snecma Aircraft will
     be effective upon the rejection of the Existing Lease and
     satisfaction of all conditions precedent.

  5) New Rent: Each New Lease will provide for a $110,000,
     monthly rent payable in advance, starting on February 18,
     2005.

  6) Back Rent: The Debtors will pay Snecma $237,516 in back rent
     for each Aircraft.

  7) Waiver of Administrative Expense Claims: Snecma will waive
     all adequate protection and administrative expense claims.

  8) General Unsecured Claims: Snecma or Wachovia, as Indenture
     Trustee retains the right to file a prepetition, non-
     priority, general unsecured claim for rejection damages.

  9) Failure to Emerge: If any of the Termination Events occur,
     the lessor under the New Lease, a U.S. grantor trust for
     Snecma, may terminate the New Lease.  If the New Lessor
     terminates a New Lease or the Debtors reject a New Lease,
     the New Lessor will be entitled only to (x) an
     administrative expense priority claim for any unpaid New
     Lease rent through the date of termination or rejection and
     for return condition claims and (y) an administrative
     expense priority claim equal to three months of New Lease
     rent.

     Termination Events occur if:

       (a) the Debtors consummate a Chapter 11 plan of
           reorganization that does not incorporate the New
           Leases;

       (b) the Debtors cease to be a certificated air carrier or
           discontinue flight operations;

       (c) the Cases are dismissed or converted to Chapter 7; or         

       (d) the Debtors reject a New Lease or an event of default
           occurs.

  10) Other Terms: The terms of the New Leases will be
      substantially the same as the terms in the Existing Leases,
      but modified to:

        (a) change from a leveraged lease to an operating lease;

        (b) reflect the purchase of the Notes and the foreclosure
            transactions; and

        (c) reflect the status of US Airways, Inc. as a debtor-in
            possession, and be in a form consistent with the
            operating lease between the Debtors and Snecma for
            Tail No. N325US.

  11) Conditions Precedent: The New Leases will be effective upon
      satisfaction of conditions precedent, including:

        (a) Snecma's purchase of the outstanding Notes;

        (b) The foreclosure of GECC and Wilmington Trust to the
            Snecma Aircraft and the Existing Leases;

        (c) Rejection of the Lease for each Snecma Aircraft; and

        (d) Payment of back rent and certain fees and expenses.

Brian P. Leitch, Esq., at Arnold & Porter, LLP, in Denver
Colorado, tells Judge Mitchell of the U.S. Bankruptcy Court for
the Eastern District of Virginia that the Debtors operate the
Snecma Aircraft at reduced rental rates due to the Section 1110
Agreements, and those favorable rates will be maintained pursuant
to the New Leases.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 81; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WINN-DIXIE: Continued Losses Cue S&P to Junk Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Winn-Dixie Stores Inc., to 'CCC' from 'B-' based on
continued high operating losses and reduced liquidity.  The
outlook is negative.

Jacksonville, Florida-based Winn-Dixie had about $450 million of
funded debt as of Jan. 12, 2005.

The company's EBITDA for the second quarter ended Jan. 12, 2005
was negative $13 million.  For the first half, EBITDA was only $11
million and free cash flow was negative by $215 million.

"High inventory levels, a $100 million outflow for accounts
payable, and some tightening of credit by some vendors contributed
to the negative cash flow," said Standard & Poor's credit analyst
Mary Lou Burde.

Total liquidity at quarter's end consisted of $20 million in
available cash and $145 million of borrowing availability under
the revolving credit facility.  Borrowing availability reflected a
reduction of $100 million due to the failure to meet a minimum
EBITDA covenant.  To restore this availability, the company
obtained a waiver of this covenant through June 29, 2005.  The
waiver is dependent on perfecting the bank group's security in
certain of the assets by March 31, 2005.  Adequate liquidity will
depend on continued existing bank and vendor financing.

Ratings reflect the company's well-below-average operating
performance, increasing competitive pressures from traditional and
nontraditional food retailers, and weak cash flow protection.

The outlook is negative. Although the restructuring should enable
the company to exit unprofitable markets, Standard & Poor's
concludes that Winn-Dixie will be challenged to stem the severe
decline in sales and profitability in light of intensified
competition and the need for better execution.  The company should
have sufficient liquidity to fund its near-term operating and
capital needs as long as bank and vendor financing remains
intact.  But improved operating results or additional funding will
be needed to execute longer-term strategic initiatives.  If
operations do not improve and cash needs are greater than
expected, liquidity could diminish further and the rating could be
lowered.


WORLDCOM INC: ERISA Claims Objection Deadline Extended to July 18
-----------------------------------------------------------------
In December 2002, certain creditors filed a class action lawsuit
against the Debtors in the United States District Court for the
Southern District of New York, based on alleged violations of the
Employee Retirement Income Security Act of 1974, as amended, with
respect to the Debtors' 401(k) Salary Savings Plan.  Steven
Vivien, Gail M. Grenier, and John T. Alexander were appointed as
Lead Plaintiffs in the ERISA Litigation.

After extensive negotiations, the parties reached an agreement
with respect to the ERISA Litigation and certain claims filed
against the Debtors in their bankruptcy proceedings.  The
cornerstone of the Settlement Agreement is the establishment of a
$47.5 million fund to be distributed to the Class Members based on
their proportionate share of losses in the 401(k) Plan, after
attorneys' fees and litigation expenses have been paid.

The ERISA Settlement also contains a bar order that prevents two
Non-Settling Parties from bringing contribution and indemnity
claims against the Settling Defendants:

    * Merrill Lynch Trust Co., F.S.B., and

    * Scott Sullivan.

On August 24, 2004, the Bankruptcy Court approved the ERISA
Settlement Agreement subject to entry of a Final Order by the
District Court and the occurrence of the Effective Date of the
settlement.

Pending the District Court's final approval of the ERISA
Settlement Agreement, the date by which the Reorganized Debtors
may file objections to proofs of claim filed by the Lead
Plaintiffs, Settlement Class members, the Non-Settling Parties,
the U.S. Department of Labor, and any other person subject to the
Bar Order was extended through January 17, 2005.

The District Court issued its final approval of the ERISA
Settlement Agreement on October 18, 2004.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, in New York,
relates that on November 12, 2004, Merrill Lynch filed a Notice of
Appeal of the District Court Order with the United States Court of
Appeals for the Second Circuit.

Due to the pending appeal of the District Court Order by Merrill
Lynch, the Reorganized Debtors seek a six-month extension of the
Objection Deadline to preserve their rights object to the proofs
of claim filed by the Claimants.

At the Debtors' request, Judge Gonzalez extends the ERISA Claims
Objection Deadline, through and including July 18, 2005.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 71; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YUKOS OIL: Wants to Hire Beck Redden as Special Conflicts Counsel
-----------------------------------------------------------------
According to Zack A. Clement, Esq., at Fulbright & Jaworski,
L.L.P., in Houston, Texas, prior to the Petition Date, Fulbright
& Jaworski ran a conflicts search concerning JPMorgan Chase Bank,
N.A., because it would be a defendant in an adversary proceeding
filed by Yukos Oil Company to enforce the automatic stay against
the Russian Government, the bidders for Yuganskneftegas and the
auction financiers.

In its Initial and First Bankruptcy Rule 2014 and Supplemental
Disclosures, Fulbright & Jaworski did not identify its
representations of Bank One Corporation as matters relating to
JPMorgan Bank or JPMorgan Chase & Co, the ultimate parent company.  
When Bank One and JPMorgan merged in November 2004, the matters in
which Fulbright & Jaworski represented Bank One and its
affiliates, including Bank One, N.A., had not been named in its
conflicts systems as JPMorgan or JPMorgan Bank matters.

When Fulbright & Jaworski learned about the connection between
Bank One and JPMorgan Bank on January 10, 2005, the firm promptly
filed a Second Supplemental Disclosure on January 12, describing
these matters.

On January 13, 2005, JPMorgan and three other financial
institutions represented by Bracewell & Patterson stipulated with
the Debtor that all discoveries against the Four Banks would be
stayed until at least February 22, 2005.  Under the Stipulation,
the Four Banks simply had to answer whether:

   (1) they participated in the Auction-related transactions
       concerning the Yuganskneftegas Stock or assets; and

   (2) they have any current communications related to a future
       transaction concerning Yuganskneftegas.

In connection with these negotiations, the Debtor was informed
that the entity which had been planning to make the loan to
Gazprom and that would be the party to the January 13 Stipulation
was JPMorgan Bank.  Bracewell & Patterson placed JPMorgan Bank on
the caption of the Stipulation.

On January 14, 2005, JPMorgan and JPMorgan Bank demanded
Fulbright & Jaworski to withdraw from representing the Debtor
adverse to JPMorgan entities in the Automatic Stay Adversary
Proceeding.  The JPMorgan Entities stated they are represented by
Fulbright & Jaworski in the litigation between JPMorgan and
Mirant Mid-Atlantic, LLC.  In fact, Fulbright & Jaworski is
representing SEMA OP4 LLC, SEMA OP5 LLC, SEMA OP6, Morgantown
OL3, LLC, Morgantown OL4 LLC, Dickerson OL2 LLC, and Dickerson
OL3 LLC -- limited liability corporations affiliated with First
Chicago, which in turn, is wholly owned by JPMorgan Capital
Corporation, whose ultimate parent is JPMorgan.

As a result of the conflict of interest, the Debtor seeks the
Court's authority to employ Beck Redden & Secrest as its Special
Conflicts Counsel to handle all aspects of the Automatic Stay
Adversary Proceeding concerning JPMorgan Bank, JPMorgan or any of
its affiliates.

As Special Conflicts Counsel, Beck Redden will handle other
matters where Fulbright & Jaworski might have a direct conflict
and other litigation matters as the Debtor might request.

As various parties, some as yet unknown, participate in future
transactions concerning the Yuganskneftegas Stock and assets, Mr.
Clement relates that the Debtor intends to sue them for their
knowing facilitation of the Russian Government's illegal
expropriation.

However, it is impossible to know in advance which companies in
the energy industry or the finance industry will participate in
these Future Transactions.  Fulbright & Jaworski has a substantial
number of clients in these industries.  If it becomes appropriate
to add additional parties to the Automatic Stay Adversary with
which Fulbright & Jaworski has a conflict, either to enjoin
certain announced Future Transactions or to sue them for money
damages, the Debtor will ask Beck Redden to handle the Automatic
Stay Adversary Proceeding or whatever other legal proceedings are
brought concerning those entities.

Beck Redden will be compensated at these hourly rates:

   Partners               $290 to $350
   Counsel                $210 to $285
   Associates             $175 to $310
   Paraprofessionals       $90 to $120

Beck Redden will also be reimbursed for expenses and services,
including secretarial overtime, travel, copying, faxing, document
processing, court fees, transcript fees, long distance phone
calls, postage, messengers, overtime meals and transportation.

The Debtor will provide a $500,000 retainer to Beck Redden to be
held as security.

Eric J.R. Nichols, a partner at Beck Redden, assures the Court
that the firm is a "disinterested person," as defined in Section
101(14) of the Bankruptcy Code and as required by Section 327(a)
of the Bankruptcy Code.

                      JPMorgan Bank Responds

JPMorgan Bank does not believe that the appointment of Beck
Redden will resolve the conflict inherent in Fulbright &
Jaworski's continuing involvement in the Automatic Stay Adversary
Proceeding with respect to claims made against the remaining Bank
Defendants, including ABN Amro, BNP Paribas, Calyon, Deutsche Bank
and Dresdner Kleinwort Wasserstein, Inc.

Thomas A. Connop, Esq., at Locke Liddell & Sapp, LLP, in Dallas
Texas, explains that the Automatic Stay Adversary Proceeding
involves identical causes of action and similar facts as against
each of the Bank Defendants and JPMorgan Bank.  In fact, the
complaint does not differentiate between JPMorgan Bank and the
Bank Defendants in any way.  Thus, any action taken by Fulbright
& Jaworski to advance the Automatic Stay Adversary Proceeding
against the Bank Defendants will necessarily be adverse to
JPMorgan Bank and therefore constitutes a breach of applicable
ethical rules.

To the extent Fulbright & Jaworski engages in discovery against
the Bank Defendants, it can be expected to see documentation and
communication that was sent to and from JPMorgan Bank.  To the
extent Fulbright & Jaworski deposes personnel of the Bank
Defendants, facts regarding JPMorgan may be revealed.

Furthermore, the actions and strategies developed by Fulbright &
Jaworski in relation to the Debtor's purported claims against the
Bank Defendants in the Automatic Stay Adversary Proceeding are
likely to be adopted and followed, or otherwise materially impact
the advice rendered by Beck Redden.  Thus, Fulbright & Jaworski
will, as a practical matter, continue to be involved with or
influence that part of the Automatic Stay Adversary Proceeding
that relates to JPMorgan Bank.  Mr. Connop says this may render
Beck Redden a "shadow" counsel rather than the independent
conflicts counsel required to be in place to comply with the
relevant ethical rules.

JPMorgan Bank has asked Fulbright & Jaworski to provide it with an
explanation as to how it plans to remove the serious concerns set
forth.  Until a satisfactory response is received, JPMorgan Bank
reserves all of its rights to take any and all appropriate action,
including seeking to disqualify Fulbright & Jaworski from
representing the Debtor in the Automatic Stay Adversary
Proceeding.

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)


* Alvarez & Marsal Promotes 28 Turnaround Professionals
-------------------------------------------------------
Alvarez & Marsal, a global professional services firm, promoted 28
turnaround professionals:

   -- In the New York office, former Directors KJ Alzamora,
      William Johnsen and Dennis Stogsdill have been promoted to
      Senior Directors; former Senior Associate Timothy Hughes has
      been promoted to Director; former Associates Maninder
      Saluja, Robert Salvatore, Erin Scanlan and Arin Wolfson have
      been promoted to Senior Associates; and former Analyst David
      Kirsch has been promoted to Associate.

   -- In San Francisco, former Senior Associate Kay Hong has been
      promoted to Director; former Associates Vincent Hsieh and
      Girish Satya have been promoted to Senior Associates.

   -- In the Phoenix, former Senior Associates Scott Sanders and
      Chris Wells have been promoted to Directors; former
      Associate Michael Liebman has been promoted to Senior
      Associate.

   -- In Dallas, former Director Jay Bradford has been promoted to
      Senior Director; former Senior Associate John Underwood has
      been promoted to Director.

   -- In Atlanta, former Director Brian Cejka has been promoted to
      Senior Director; former Senior Associate Jonathan Tibus has
      been promoted to Director; and former Analyst Michael
      Schwartz has been promoted to Associate.

   -- In Chicago, former Director Brian Whittman has been promoted
      to Senior Director; former Senior Associate Nate Arnett has
      been promoted to Director; and former Analyst James Morden
      has been promoted to Associate.

   -- In Frankfurt Germany, former Director Michael Keppel has
      been promoted to Senior Director.

   -- In London, former Directors Scott Pinfield and Stefaan
      Vansteenkiste have been promoted to Senior Directors; former
      Associate Joanne Bennett has been promoted to Senior
      Associate.

   -- In Milan, Italy, former Associate Antonio Capo has been
      promoted to Senior Associate.

                         About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a  
leading global professional services firm with expertise in
guiding companies and public sector entities through complex
financial, operational and organizational challenges.  Employing a
unique hands-on approach, the firm works closely with clients to
improve performance, identify and resolve problems and unlock
value for stakeholders.  Founded in 1983, Alvarez & Marsal draws
on a strong operational heritage in providing services including
turnaround management consulting, crisis and interim management,
creditor advisory, financial advisory, dispute analysis and
forensics, tax advisory, real estate advisory and business
consulting. A network of nearly 400 seasoned professionals in
locations across the US, Europe, Asia and Latin America, enables
the firm to deliver on its proven reputation for leadership,
problem solving and value creation.   


* Navigant Consulting Acquires Casas Benjamin for $47.5 Million
---------------------------------------------------------------
Navigant Consulting, Inc. (NYSSE: NCI), a specialized consulting
firm providing dispute, financial, regulatory and operational
advisory services to companies in regulated industries, government
agencies and legal counsel, has acquired Casas, Benjamin & White,
LLC.  The purchase price of $47.5 million includes $38 million of
cash and $9.5 million in Navigant Consulting stock.  The price
represents approximately two times CBW's 2004 revenue and 4.5
times CBW's 2004 pro forma EBITDA.  The transaction will be
immediately accretive for Navigant Consulting shareholders.  
Additional transaction details were not released.  The investment
strengthens Navigant Consulting's Corporate Finance practice,
particularly in the corporate restructuring and transaction
advisory services areas.   

"Having completed more than $8 billion in transactions, the CBW
team brings a diversified range of expertise to our national
Corporate Finance platform, and will benefit Navigant Consulting's
existing clients, as well as allow us to provide a more diverse
scope of capabilities to CBW's exceptional client network," stated
Jon Berger, Managing Director and co-head of Navigant Consulting's
Corporate Finance practice.  "This transaction is consistent with
our ongoing strategy to reinforce our national footprint of
financial advisory professionals with the industry expertise and
technical proficiency to assist clients in executing a focused
range of restructuring and corporate finance solutions.  With the
addition of Ed Casas, Gerry Benjamin and their team, we now have
more than 60 dedicated financial advisory professionals in
Atlanta, New York, Chicago and Los Angeles."

CBW is a recognized independent financial advisory firm that
provides a deep set of operating, capital restructuring, and
transactional solutions to middle market companies and their
management teams and stockholders, secured and unsecured
creditors, and private equity groups.  CBW's primary services
reinforce and compliment Navigant Consulting's strategy of
providing restructuring and workout advisory, due diligence,
valuation, corporate finance, and M&A advisory services.

"We are excited to be joining the Navigant Consulting Corporate
Finance team and are looking forward to the great opportunities
that we believe this combination provides for our clients and our
professional teams," stated Ed Casas, MD, Senior Managing Director
of Casas, Benjamin & White.  Dr. Casas will take on a leadership
role in Navigant Consulting as co-head of Navigant Consulting's
Corporate Finance practice.

A significant number of CBW engagements have involved companies in
the healthcare industry, and the CBW team will work closely with
Navigant Consulting's Healthcare practice, which now has more than
350 professional staff.  "Having consummated more than $2 billion
of healthcare corporate finance and restructuring transactions
since 2000, we are particularly excited about the opportunities to
leverage our experience in the healthcare industry and to work
with Navigant Consulting's national healthcare team to offer
clients access to a broad range of Corporate Finance advisory
services," stated Gerry Benjamin, Senior Managing Director of
Casas, Benjamin & White.  Mr. Benjamin will oversee the Corporate
Finance practice's Healthcare focus, as well as lead the
practice's Investment Banking and Private Equity Group activities.     

Founded in 1998, Casas, Benjamin & White has a team of 23 billable
professionals, with offices in Chicago and Atlanta.  

                     About Navigant Consulting

Navigant Consulting, Inc. (NYSE: NCI) -- http://www.navigantconsulting.com/
-- is a specialized independent consulting firm providing
litigation, financial, healthcare, restructuring, energy and
operational consulting services to government agencies, legal
counsel and large companies facing the challenges of uncertainty,
risk, distress and significant change.   The Company focuses on
industries undergoing substantial regulatory or structural change
and on the issues driving these transformations.  "Navigant" is a
service mark of Navigant International, Inc.  Navigant Consulting,
Inc. (NCI) is not affiliated, associated, or in any way connected
with Navigant International, Inc., and NCI's use of "Navigant" is
made under license from Navigant International, Inc.  


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (144)         189       63
Alaska Comm. Syst.      ALSK        (29)         642       73
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (227)       3,249      919
Ampex Corp.             AEXCA      (140)          33       12
AMR Corp.               AMR        (314)      29,261   (1,824)
Amylin Pharm. Inc.      AMLN        (42)         402      325
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (283)         423      103
CableVision System      CVC      (1,669)      11,795      223
CCC Information         CCCG       (131)          80       (8)
Cell Therapeutic        CTIC        (52)         174       87
Centennial Comm         CYCL       (516)       1,608      169
Choice Hotels           CHH        (175)         271      (16)
Cincinnati Bell         CBB        (600)       1,987      (20)
Clorox Co.              CLX        (457)       3,710     (422)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (25)          29       22
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (3,297)      23,526   (2,614)
Deluxe Corp             DLX        (179)       1,533     (337)
Denny's Corporation     DNYY       (246)         730      (80)
Dollar Financial        DLLR        (47)         335       82
Domino Pizza            DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,711)       6,170     (503)
Emeritus Corp           ESC        (102)         693      (53)
Empire Resorts          NYNY        (13)          61        7
Fairpoint Comm.         FRP         (53)         828      (33)
Foster Wheeler          FWHLF      (441)       2,268     (212)
Foxhollow Tech.         FOXH        (60)          28       16
Graftech International  GTI         (44)       1,036      284
Hawaiian Holding        HA         (160)         236      (60)
Hercules Inc.           HPC         (40)       2,658      362
IMAX Corp               IMX         (49)         222        9
Immersion Corp.         IMMR         (5)          26        9
Indevus Pharm.          IDEV        (63)         174      131
Int'l Wire Group        ITWG        (80)         410       97
Isis Pharm.             ISIS        (18)         255      116
Life Sciences           LSRI         (5)         173        1
Lodgenet Entertainment  LNET        (68)         301       20
Lucent Tech. Inc.       LU         (717)      16,687    3,921
Majesco Holdings        MJES        (41)          26        9
Maxxam Inc.             MXM        (649)       1,017       72
Maytag Corp.            MYG         (75)       3,020      535
McDermott Int'l         MDR        (338)       1,245      (33)
McMoran Exploration     MMR         (85)         156       29
Northwest Airline       NWAC     (2,166)      14,450     (431)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (381)       1,110      215
Pegasus Comm            PGTV       (203)         235       52
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (484)         280        6
Pinnacle Airline        PNCL        (18)         147       26
Primedia Inc.           PRM      (1,163)       1,577     (203)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,477)      24,926     (509)
Riviera Holdings        RIV         (31)         224        1
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (331)       1,039      707
St. John Knits Inc.     SJKI        (57)         208       73
Syntroleum Corp.        SYNM         (8)          48       11
Triton PCS Holding A    TPC        (254)       1,443       62
US Unwired Inc.         UNWR       (263)         640     (335)
U-Store-It Trust        YSI         (34)         536      N.A.
Valence Tech            VLNC        (48)          16        2
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (44)         445        0
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Dylan
Carlo Gallegos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie
Sabijon, Terence Patrick F. Casquejo and Peter A. Chapman,
Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***