TCR_Public/050216.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Wednesday, February 16, 2005, Vol. 9, No. 39

                          Headlines

ACCESS FINANCIAL: Fitch Junks Three 1995-1 Issue Classes
ACCIDENT & INJURY: Case Summary & 87 Largest Unsecured Creditors
ACS HOLDINGS: KMA Capital Says Bankruptcy Filing is Possible
ADELPHIA COMMS: Board Lifts Joseph Bagan's Pay by 3.8%
AES CORP: Moody's Lifts Rating on Sr. Unsec. Notes to B2 from B1

AFTON FOOD: Courts Extends CCAA Protection Until February 23
ALOHA AIRLINES: Court Approves Labor Pacts with Largest Unions
AMERICAN COMMERCIAL: Completes $450 Million Refinancing
AMERICAN LAWYER: S&P Junks Proposed $78.5M Loan & $27.3M Notes
AMOROSO CONSTRUCTION: Plan Confirmation Hearing Set for Mar. 18

ARTHUR J. GALLAGHER: $175 Mil. Headwater Verdict May Be a Problem
ATA AIRLINES: Cockpit Crewmembers Agree to 20% Short-Term Pay Cut
BOISE CASCADE: S&P's Ratings Unchanged Despite IPO Notice
BOMBARDIER INC: Names Dr. H. Weiss & M.J. Durham to Board
C-BASS: Moody's Puts Ba2 Rating on $10.95MM Class-B4 Senior Certs.

CAESARS ENT: Earns $20 Million of Net Income in Fourth Quarter
CATHOLIC CHURCH: Spokane Litigants Want Avoidance Trials Initiated
CITATION CAMDEN: Has Until Feb. 21 to File a Chapter 11 Plan
CITIGROUP MORTGAGE: Moody's Rates Classes B-4 & B-5 at Low-B
CLINTON CHEVRON: Voluntary Chapter 11 Case Summary

CONCENTRA OPERATING: Dec. 31 Balance Sheet Upside-Down by $62.9MM
COVENTRY ASSOCIATES: Case Summary & 7 Largest Unsecured Creditors
DAN RIVER: Exits Bankruptcy Following Plan Consummation
DAYTON POWER: Equity Portfolio Sale Cues Fitch to Review Ratings
DESA HOLDINGS: Plan Confirmation Hearing Set for March 29

DESERT RIDGE: S&P Slices Senior Debt Rating to BB+ from BBB+
DMX MUSIC: Files for Chapter 11 Protection in Delaware
DMX MUSIC INC: Case Summary & 6 Largest Unsecured Creditors
DPL INC: S&P May Lift Ratings Due to Private Funds Interest Sale
DUALSTAR TECHNOLOGIES: Winding Down Business

ENDURANCE BUSINESS: Moody's Puts B1 Rating on $120MM Sr. Sec. Loan
ENDURANCE BUSINESS: S&P Puts B Rating on $120 Million Bank Loan
ENRON CORP: Court Extends Some Claim Objection Deadlines
EXIDE TECH: Agrees to Amend Credit Agreement with Deutsche Bank
FAIRFAX FINANCIAL: Incurs $17.8 Million Net Loss for 2004

FALCON PRODUCTS: Can Use Up to $45 Million in DIP Financing
FRANK'S NURSERY: Soliciting Offers for Certain Properties
FREEDOM MEDICAL: Wants Until Plan Confirmation to Decide on Leases
FRIEDMAN'S INC: Will Close 165 Underperforming Stores
HILL CITY: Committee Taps Mesirow Financial as Financial Advisors

HYTEK MICROSYSTEMS: To Become Natel Subsidiary Under Merger Pact
IMPERIAL PLASTECH: Directors & Executives Resign from Posts
INDIAN SPRINGS: Case Summary & 8 Largest Unsecured Creditors
INNOVATIVE WATER: Plans to Raise Up to $3M from Equity Placement
INTERSTATE BAKERIES: Court Okays Miller Buckfire as Advisor

JHMAC TRUST: Moody's Withdraws Ratings on All Three Note Classes
LAIDLAW INT'L: Mac-Per-Wolf Discloses 8.4% Equity Stake
MCI INC: Board Approves $5.3 Billion Acquisition by Verizon
MCI INC: Fitch May Upgrade Ratings Due to Verizon Acquisition
MERIDIAN AUTOMOTIVE: S&P Cuts Corporate Credit Rating to CCC+

MEYER'S BAKERIES: Trustee Appoints 7-Member Creditors Committee
MIRANT: U.S. Trustee Amends MAGi Creditors Committee Membership
MIRANT CORP: Brazos Holds $3,543,089 Allowed Unsecured Claim
ML CBO: S&P's Rating on Class A $16.89MM Notes Tumbles to D
MURRAY INC: Wants Until July 6 to File a Chapter 11 Plan

NORTHERN HOTELS: Court Convenes Sale Hearing for Hotel Property
NORTHWESTERN CORP: Violates Ch. 11 Plan, Says Harbert Master Fund
OFFICEMAX INC: S&P Puts BB Corp. Credit Rating on CreditWatch Neg.
OWENS CORNING: Won't Sue Doctors for False X-Ray Readings
PACIFIC GAS: Asks Court to Approve Mirant Settlement Agreement

PEGASUS SATELLITE: Court Approves Secured Lenders Settlement Pact
PILGRIM'S PRIDE: Higher Free Cash Flow Cues Moody's to Up Ratings
PUERTO VEN QUARRY: Case Summary & 20 Largest Unsecured Creditors
RIVERSIDE FOREST: Redeeming $52.5 Million 7-7/8% Senior Notes
SEGA GAMEWORKS: Selling All Assets to SS Entertainment for $8.1M

STELCO INC: Severstal Group Makes Offer & Bid Must Top $727 Mil.
SOLUTIA INC: Wants to Enter into Astaris Consent Agreement
TRUMP HOTELS: Judge Wizmur Approves Amended Disclosure Statement
UAL CORP: Names Cindy Szadokierski Corporate Real Estate VP
US AIRWAYS: Court Approves GE Capital Global Settlement

US AIRWAYS: Agrees with GE Capital to File Ch. 11 Plan Next Month
US AIRWAYS: EDS Holds Superpriority Admin. Claim Up to $28 Million
US AIRWAYS: Wants Court to Okay Philadelphia Sale/Leaseback Deal
UNITED REFINING: Looks to Raise $25M from 10-1/2% Sr. Notes Offer
VERIZON GLOBAL: Fitch May Downgrade Ratings Due to MCI Acquisition

WESTERN WATER: Will Exhaust Cash by March 31 Absent Financing
WHEELING-PITTSBURGH: Assigning Central W. Va. Energy Coal Pact
WINN-DIXIE: Three Critical Deadlines -- Mar. 1, Mar. 31 & May 31
WINN-DIXIE: Moody's Junks Series 1999-1 Trust Certificates
WORLDCOM INC: Settlement Agreement with 10 Directors Terminated

WORLDSPAN LP: S&P Junks $300 Million Second-Lien Secured Notes
YUKOS OIL: Russia Borrows $6 Billion from China to Acquire Yugansk
YUKOS OIL: Khodorkovsky Gives 60% Menatep Stake to Leonid Nevzlin

* NASD to Hold 3-Day Mediator Skills Training Starting March 7

* Upcoming Meetings, Conferences and Seminars


                          *********

ACCESS FINANCIAL: Fitch Junks Three 1995-1 Issue Classes
--------------------------------------------------------
Fitch Ratings takes rating actions on two Access Financial
Manufactured Housing issues:

   Series 1995-1:

       -- Class A-3 is affirmed at 'AAA';
       -- Class A-4 is affirmed at 'AA-'
       -- Class B-1 is downgraded to 'CCC' from 'BBB-';

   Series 1996-1:

       -- Class A-5 is affirmed at 'AAA';
       -- Class A-6 is affirmed at 'AA-'
       -- Class B-1 is downgraded to 'CCC from 'BB-';
       -- Class B-2 remains at 'C'.

The affirmations affect approximately $47.7 million in principal
while the downgrades affect approximately $37.5 million.

Losses on series 1995-1 have reduced the collateral at a faster
rate than payments on the related certificates and have
consequently created an undercollateralized amount of $723,000.
The current pool factor (mortgage loan principal outstanding as a
percentage of the initial pool) is 27%.  Cumulative losses to date
on the pool are 23% of the original balance.

Series 1996-1 has also experienced higher losses than initially
expected.  Currently, the certificates are undercollateralized by
$6.5 million, while cumulative losses are 25% of the initial pool
balance.  The pool factor is 29%.

As of June of 1998, Vanderbilt Mortgage & Finance Inc. has been
servicing the Access Financial portfolio.

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


ACCIDENT & INJURY: Case Summary & 87 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Accident & Injury Pain Centers, Inc.
             dba Accident & Injury Chiropractic Centers
             dba Accident & Injury Pain Group
             8080 Park Lane, Suite 500
             Dallas, Texas 75231
             Tel: (214) 378-4499

Bankruptcy Case No.: 05-31688

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      White Rock Open Air MRI, L.L.C.            05-31689
      North Texas Open Air MRI, L.L.C.           05-31690
      Rehab 2112, L.L.C.                         05-31691
      Receivable Finance Company L.L.C.          05-31692
      Lone Star Radiology Management, L.L.C.     05-31693
      A & I Pain Center Oak Cliff-South, Inc.    05-31694
      A&I Pain Center of Mesquite, Inc.          05-31695
      A&I Pain Center of North Garland, Inc.     05-31696
      Metroplex Pain Center, Inc.                05-31697

Type of Business: The Debtors operate clinics that treat patients
                  with highly advanced therapy equipment and
                  techniques.  See http://www.accinj.com/

Chapter 11 Petition Date: February 10, 2005

Court:  Northern District of Texas (Dallas)

Judge:  Harlin DeWayne Hale

Debtors' Counsel: Glenn A. Portman, Esq.
                  Bennett, Westion & LaJone, P.C.
                  1750 Valley View Lane, Suite 120
                  Dallas, Texas 75234
                  Tel: (214) 691-1776 extension 207
                  Fax: (214) 393-4007

                                Total Assets       Total Debts
                                ------------       -----------
Accident & Injury Pain          $10MM to $50MM     $10MM to $50MM
Centers, Inc.

White Rock Open Air             $1MM to $10MM      $1MM to $10MM
MRI, L.L.C.

North Texas Open Air            $1MM to $10MM      $1MM to $10MM
MRI, L.L.C.

Rehab 2112, L.L.C.              $1MM to $10MM      $1MM to $10MM

Receivable Finance              $500,000 to $1MM   $1MM to $10MM
Company L.L.C.

Lone Star Radiology             $500,000 to $1MM   $1MM to $10MM
Management, L.L.C.

A & I Pain Center Oak           $0 to $50,000      $0 to $50,000
Cliff-South, Inc.

A&I Pain Center of              $0 to $50,000      $0 to $50,000
Mesquite, Inc.

A&I Pain Center of              $0 to $50,000      $0 to $50,000
North Garland, Inc.

Metroplex Pain Center, Inc.     $0 to $50,000      $0 to $50,000


A.  Accident & Injury Pain Centers, Inc.'s 20 Largest Unsecured
    Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Allstate Insurance Company       Judgment Creditor    $2,750,000
c/o David Kassabian
Kassabian & Doyle
1521 North Cooper Street
Suite 650 LB 21
Arlington, TX 76011-3158

Andrews & Kurth LLP              Legal Fees             $712,597
1717 Main Street, Suite 3700
Dallas, TX 75201
Attn: Michael Mears
Tel: (214) 659-4569

Jones, Allen & Fuquay            Vendor Law Firm        $463,031
8828 Greenville Avenue
Dallas, TX 75243
Attn: Lindy D. Jones

Shields, Britton & Fraser        Vendor Law Firm        $275,389
5401 Village Creek Drive
Plano, TX 75093
Attn: James D. Shields
Tel: (972) 788-2040

First Insurance Funding          Vendor                 $219,120
Corporation
450 Skokie Boulevard, Suite 1000
Northbrook, IL 60065-3306

Harvest/NPE, L.P. CBRE AAF       Landlord               $196,000
Department 38836
PO Box 200388
Dallas, TX 75320-0388

Platinum Plus for Business       Loans Expense          $124,655
PO Box 15463                     Accounts
Wilmington, DE 19850-5463

Bank of America                  Loan                    $98,982

Encompass                        Judgment Creditor       $95,000
c/o David Kassabian
Kassabian & Doyle

Clear Channel Outdoor            Vendor                  $82,104

KWEX-TV Univision Channel 41     Advertising Services    $75,882

Hughes & Luce, LLP               Vendor Law Firm         $73,752

KPRC-TV NBC Channel 2            Advertising Services    $70,568

KXAS-TV NBC Channel 5            Advertising Services    $68,813

Arter & Hadden LLP               Law Firm creditor       $63,499

KUVN-TV Univision Channel 23     Advertising Services    $60,483

KABB-TV Fox Channel 29           Advertising Services    $58,876

KDAF-TV WB Channel 33            Advertising Services    $50,418

KHWB-TV WB Channel 39            Advertising Services    $49,108

Office Depot                     Services and Supplies   $40,720


B.  White Rock Open Air MRI, L.L.C.'s 20 Largest Unsecured
    Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Allstate Insurance Company       Judgment Creditor    $2,750,000
c/o David Kassabian
Kassabian & Doyle
1521 North Cooper Street
Suite 650 LB 21
Arlington, TX 76011-3158

Weil & Petrocchi, P.C.           Vendor Law Firm        $250,000
1601 Elm Street
1900 Thanksgiving Tower
Dallas, TX 75201
Tel: (214) 969-7272

Encompass                        Judgment Creditor       $95,000
c/o David Kassabian
Kassabian & Doyle
1521 North Cooper Street
Suite 650 LB 21
Arlington, TX 76011-3158

Hitachi Medical                  Vendor                  $34,712
Systems America

First Insurance Funding          Vendor                  $31,204
Corporation

Farmer, Fuqua & Huff P.C.        Vendor Accounting       $16,800
                                 Firm

David Childs Tax Assessor        Taxes                   $16,289

David Childs Tax Assessor        Taxes                    $6,551

Southwest X-Ray                  Vendor                   $4,608

Transcription Services           Vendor                   $3,941

Eastman Kodak Company, Inc.      Vendor                   $1,500

Office Depot                     Vendor                     $851

Cascade/Friedel Linen Service    Vendor                     $465

Bizzy Bees Pest Control          Vendor                     $433

Southwestern Bell                Vendor                     $398

Friedel Linen Services           Vendor                     $395

Muzak-MID Continent              Vendor                     $336

Jones, Allen & Fuquay            Vendor Law Firm            $295

Physician Sales & Service        Vendor                     $286

Totowa Systems                   Vendor                     $248


C.  North Texas Open Air MRI, L.L.C.'s 19 Largest Unsecured
    Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Allstate Insurance Company       Judgment Creditor    $2,750,000
c/o David Kassabian
Kassabian & Doyle
1521 North Cooper Street
Suite 650 LB 21
Arlington, TX 76011-3158

Weil & Petrocchi, P.C.           Vendor Law Firm        $250,000
1601 Elm Street
1900 Thanksgiving Tower
Dallas, TX 75201
Tel: (214) 969-7272

Encompass                        Judgment Creditor       $95,000
c/o David Kassabian
Kassabian & Doyle
1521 North Cooper Street
Suite 650 LB 21
Arlington, TX 76011-3158

Betsy Price Tax Assessor         Taxes                   $52,262
Collector
Tarrant County 100
East Weatherford
Fort Worth, TX 76196

Sylvia S. Romo                   Taxes                   $15,201
Bexas Company Tax Assessor

Southwest X-Ray                  Vendor                  $13,785

Eastman Kodak Company, Inc.      Vendor                  $12,514

Farmer, Fuqua & Huff P.C.        Vendor Accounting       $11,505
                                 Firm

City of Jacinto                  Taxes                   $10,820

Texas Linen Company, Ltd.        Vendor                   $6,788

Transcription Services           Vendor                   $4,089

Cascade/Friedel Linen Service    Vendor                   $2,975

Houston I.S.D.                   Taxes                    $1,964

Office Depot                     Vendor                   $1,945

Tartan Textile Services Austin   Vendor                   $1,683

Dallas Morning News              Vendor                   $1,348

Muzak-MID Continent              Vendor                   $1,114

Merry X-Ray                      Vendor                   $1,025

Staples Business Advantage       Vendor                   $1,008
Department TEX


D.  Rehab 2112, L.L.C.'s 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Allstate Insurance Company       Judgment Creditor    $2,750,000
c/o David Kassabian
Kassabian & Doyle
1521 North Cooper Street
Suite 650 LB 21
Arlington, TX 76011-3158

Weil & Petrocchi, P.C.           Vendor Law Firm        $250,000
1601 Elm Street
1900 Thanksgiving Tower
Dallas, TX 75201
Tel: (214) 969-7272

Encompass                        Judgment Creditor       $95,000
c/o David Kassabian
Kassabian & Doyle
1521 North Cooper Street
Suite 650 LB 21
Arlington, TX 76011-3158

CRO Catering                     Services                $38,129
12200 Stemmons Freeway
Dallas, TX 75234

Supplemental Health Care         Service                 $23,606
9441 LBJ Freeway, Suite 101
Dallas, TX 75243

David Childs Tax Assessor        Ad Valorem Taxes        $16,021

Jones, Allen & Fuquay            Vendor Law Firm         $12,827

Comphealth Medical               Service                  $8,660
Staffing, Inc.

Betsy Price                      Taxes                    $8,106
Tarrant County Tax Assessor

Farmer, Fuqua & Huff P.C.        Vendor Accounting        $6,700
                                 Firm

Office Depot                     Vendor                   $5,741

Southwestern Bell                Vendor                   $2,930

H. Douglas Pruitt, P.C.          Services                 $2,758

Staples Business Advantage       Vendor                   $2,105

American Healthcare Linen        Vendor                   $1,845
Service

BTE Technologies, Inc.           Vendor                   $1,409

Cascade/Friedel Linen Service    Vendor                   $1,368

Joe Daniels, Inc. DBA            Vendor                   $1,315

Creative Grafx Inc.              Vendor                   $1,250

P.E.R. Construction              Vendor                   $1,234


D.  Rehab 2112, L.L.C.'s 5 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Allstate Insurance Company       Judgment Creditor    $2,750,000
c/o David Kassabian
Kassabian & Doyle
1521 North Cooper Street
Suite 650 LB 21
Arlington, TX 76011-3158

Weil & Petrocchi, P.C.           Vendor Law Firm        $250,000
1601 Elm Street
1900 Thanksgiving Tower
Dallas, TX 75201
Tel: (214) 969-7272

Encompass                        Judgment Creditor       $95,000
c/o David Kassabian
Kassabian & Doyle
1521 North Cooper Street
Suite 650 LB 21
Arlington, TX 76011-3158

Farmer, Fuqua & Huff P.C.        Vendor Accounting        $6,700
                                 Firm

Jones, Allen & Fuquay            Vendor Law Firm              $0


E.  Lone Star Radiology Management, LLC's 3 Largest Unsecured
    Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Allstate Insurance Company       Judgment Creditor    $2,750,000
c/o David Kassabian
Kassabian & Doyle
1521 North Cooper Street
Suite 650 LB 21
Arlington, TX 76011-3158

Encompass                        Judgment Creditor       $95,000
c/o David Kassabian
Kassabian & Doyle
1521 North Cooper Street
Suite 650 LB 21
Arlington, TX 76011-3158

Transcription Services           Vendor                   $1,976
4824 Abbott Avenue
Arlington, TX 76018


ACS HOLDINGS: KMA Capital Says Bankruptcy Filing is Possible
------------------------------------------------------------
ACS Holdings, Inc. (OTCBB:ACSJ), has engaged KMA Capital Partners,
LTD. of Orlando, Florida on Nov. 11, 2004, to reorganize the
Company.  As part of the transaction KMA has acquired a
controlling interest in the Company.  KMA stated that the
reorganization is proceeding and that it is the Company's
intention to remain a Business Development Company regulated under
the Investment Act of 1940.  The Company has discontinued the
debit card business and at present has no operations.  It cannot
be ruled out that the Company may need to seek bankruptcy
protection.  However, KMA has been working diligently with
creditors and investors to effectuate a settlement outside of
bankruptcy.

KMA and its consultants are taking all the required steps to keep
the Company current in its SEC filings, as well as compliance as a
Business Development Company.

KMA plans a series of press releases to keep the investing public
aware of the progression of the reorganization plan.

                       Going Concern Doubt

In its Form 10-QSB for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, ACS Holdings
incurred a net loss of $1,257,665 and $2,200,952 for the three-
and nine-months ended Sept. 30, 2004, and reports limited sales.
At Sept. 30, 2004, ACS Holdings' balance sheet showed a $2,747,543
stockholders' deficit, compared to a $1,540,652 deficit at
Dec. 31, 2003.  The future of the Company is dependent upon its
ability to obtain financing and upon future profitable operations
from the development of its business.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

                        About the Company

ACS Holdings, Inc., is a Business Development Company under the
Investment Act of 1940 and upon the completion of the
reorganization will aggressively seek opportunities in emerging
and fast growth industries.


ADELPHIA COMMS: Board Lifts Joseph Bagan's Pay by 3.8%
------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Adelphia Communications Corporation disclosed that on
January 28, 2005, its Board of Directors' Compensation Committee
approved a fiscal 2005 base salary increase for Joseph W. Bagan,
Senior Vice President, Southeast Region.

According to ACOM Executive Vice President, General Counsel and
Secretary Brad M. Sonnenberg, Mr. Bagan's fiscal 2005 base salary
will be $270,000, representing an increase of 3.8% over his base
salary for 2004.

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)


AES CORP: Moody's Lifts Rating on Sr. Unsec. Notes to B2 from B1
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of The AES
Corporation, including its senior unsecured debt, which was
upgraded to B1 from B2.  This rating action concludes the review
for possible upgrade that was initiated on December 3, 2004.  The
rating outlook is stable.

The rating action reflects a substantial reduction of debt at the
parent company level, an expectation that there will be additional
near-term debt reduction and the company's good liquidity profile.

Debt reduction has been the primary driver for AES Corp.'s
improving credit profile.  Parent level debt was reduced by
$800 million in 2004 to approximately $5.1 billion (compared to
$7.1 billion at December 31, 2002) and AES Corp. plans to reduce
debt by an additional $600 million in late 2005/early 2006.

Distributions from subsidiaries, less overhead and interest
expense, increased to approximately 7.3% of year-end parent
company debt in 2004, compared to 5.8% in 2003.  Interest coverage
improved to approximately 1.8 times in 2004 compared to 1.6 times
in 2003.  The rating upgrade incorporates Moody's expectation that
these financial metrics will improve to approximately 9% and
2 times in 2005, due to lower debt balances.

Going forward, we anticipate that annual distributions from
subsidiaries will remain at approximately $1 billion per annum,
with the majority coming from AES Corp.'s lower risk large
utilities and contracted or hedged generation subsidiaries.  The
level and continuity of subsidiary distributions is supported by
the diversification of AES Corp.'s asset ownership, with
significant distributions from over 20 subsidiaries.

The rating action also recognizes AES Corp.'s good liquidity
profile, which is supported by minimal near-term scheduled
principal repayments and expected positive free cash flow.  Parent
liquidity, including availability under its multi-year revolving
credit facility, totaled $643 million at December 31, 2004.
Moody's expects AES Corp. to maintain $400-$600 million of
reliable liquidity sources going forward.  AES Corp. has a
liquidity rating of SGL-2.

The stable rating outlook considers the fairly stable and
predictable nature of cash distributions from AES Corp.'s large
utilities and contracted generation subsidiaries.  Although AES
Corp. continues to focus on reducing debt, it is showing increased
interest in new investment opportunities.  The stable outlook
incorporates an expectation that the Company will fund any large
new investments in a way that allows it to continue to improve its
credit profile.

The ratings upgraded are:

   * senior secured credit facilities, upgraded to Ba2 from Ba3;

   * second priority secured notes and Senior Implied rating,
     upgraded to Ba3 from B1;

   * senior unsecured notes, upgraded to B1 from B2;

   * senior subordinated notes, upgraded to B2 from B3;

   * trust preferred stock, upgraded to B3 from Caa2; and

   * shelf registration for senior unsecured debt, senior
     subordinated debt, trust preferred, and preferred stock
     upgraded to (P)B1, (P)B2, (P)B3, and (P)Caa1 from (P)B2,
     (P)B3, (P)Caa2, and (P)Caa2, respectively.

The Company's $142 million 4.5% junior subordinated notes due 2005
were confirmed at B3.

The AES Corporation is a global power company with generation and
distribution assets in Europe, Asia, Latin America, Africa and the
United States.


AFTON FOOD: Courts Extends CCAA Protection Until February 23
------------------------------------------------------------
The Ontario Superior Court granted the fourth extension of Afton
Food Group Ltd.'s restructuring under CCAA to February 23, 2005.
The Company has entered into negotiations with a potential
purchaser for the sale of certain assets of the business.
Negotiations are in process with the potential purchaser with the
hope of returning to Court on or before February 23, 2005, for
approval of the asset purchase agreement and the necessary vesting
order.  The senior secured lender has advised that the purchase
price in the proposed transaction would be acceptable to them.
Management estimates that the proposed asset sale, if approved,
would be expected to close on or around the end of February.  If
the transaction closes, the proceeds of the asset sale will be
paid to the secured creditors leaving the Company without assets.

Afton Food Group Ltd. (TSX VENTURE:AFF), through its subsidiaries,
is a franchisor in the Quick Service Restaurant industry with
locations throughout Canada operating under two principal brands,
241 Pizza(R) and Robin's Donuts(R).  On July 16, 2004, Afton Food
was granted protection under the Companies Creditors Arrangement
Act (Canada).


ALOHA AIRLINES: Court Approves Labor Pacts with Largest Unions
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii has approved
letters of agreement modifying Aloha Airlines' collective
bargaining agreements with three of its largest employee unions.

The Court approved new agreements ratified by members of the
International Association of Machinists and Aerospace Workers --
IAM -- District Lodge 141, the Association of Flight Attendants --
AFA -- and the Air Line Pilots Association -- ALPA.  Approval of
these agreements so early in the reorganization process
dramatically illustrates how quickly Aloha is moving toward
emerging from Chapter 11 protection.

"This is a giant step forward," said David A. Banmiller, Aloha's
president and chief executive officer.  "Thanks to the cooperation
of our employees and their dedication to Aloha Airlines, we are
moving ahead rapidly on our business plan.  With Court approval of
these contracts, and the progress we are making with the other
groups, we are closer to our goal of cutting annual expenses by
$60 million."

Each of Aloha's employee groups, including its non-unionized
workforce of employees, managers and executives, will accept a
10-percent wage concession for 2005 and 2006 as part of the
Company's plan to cut $40 million a year off labor expenses.

The agreements with the IAM District Lodge 141, AFA and ALPA units
cover approximately 2,900 of Aloha's 3,300 union-represented
employees.

Aloha also notified the Court that it has negotiated tentative
agreements with the remaining employee unions -- IAM District
Lodge 142, representing mechanics and inspectors, and the
Transport Workers Union (TWU) representing dispatchers.

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 COMMERCIAL: Completes $450 Million Refinancing
-------------------------------------------------------
American Commercial Lines, Inc., has successfully completed
$450 million in refinancing transactions through the closing of a
new $250 million asset-backed revolving line of credit initially
priced at LIBOR plus 225 basis points or base rate plus 100 basis
points, and the sale of $200 million of 9.5% Senior Notes.  The
new revolving line of credit was led by Bank of America, N.A. and
UBS Securities LLC, who also served as the joint book-running
managers, with Merrill Lynch & Co. as co-manager, on the sale of
the notes.

Commenting on the refinancing, Mark R. Holden, President and CEO,
stated, "We are extremely pleased with the results of our
refinancing.  Our new capital structure will allow us the
flexibility to run our business for the long-term at a very
competitive cost.  Within the past 30 days we have emerged from
our Chapter 11 reorganization; constituted our new Board of
Directors; taken steps to build a permanent management team; and
refinanced the business.  Industry fundamentals continue to trend
positive which, combined with our recent accomplishments,
positions the Company for ratable, predictable growth."

The private offering of Notes was conducted pursuant to Rule 144A
of the Securities Act of 1933.  The Notes were not registered
under the Securities Act of 1933, as amended, or under any state
securities or blue sky laws and may not be offered or sold in the
United States absent registration or any applicable exemption from
registration requirements.

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

                         *     *     *

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


AMERICAN LAWYER: S&P Junks Proposed $78.5M Loan & $27.3M Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' rating and a
recovery rating of '3' to the American Lawyer Media Inc.'s
proposed $266 million first-priority bank credit facility,
indicating expectations for a meaningful recovery of principal
(50%-80%) in a payment default scenario.

At the same time, Standard & Poor's assigned a 'CCC' rating and a
recovery rating of '5' to the company's proposed $78.5 million
second-priority term loan, indicating negligible (0%-25%) recovery
of principal in a default scenario.

In addition, Standard & Poor's assigned a 'CCC' rating to American
Lawyer Media Holdings Inc.'s proposed $27.3 million 13% senior
discount notes due 2013. The new ratings are based on preliminary
terms and conditions.  The 'CCC' corporate credit ratings for
American Lawyer Media Inc. and its parent company American Lawyer
Media Holdings Inc., which are analyzed on a consolidated basis,
remain on CreditWatch with positive implications where they were
placed on Feb. 4, 2005.

"The CreditWatch listing continues to reflect the expected
improvement in the company's capital structure resulting from the
planned refinancing and the moderate profit potential of a recent
and a pending acquisition.  If the proposed acquisitions and debt
refinancing are completed as proposed, Standard & Poor's will
upgrade the corporate credit ratings on the holding company and
the operating company to 'B-', based on the resulting improved
liquidity and relief from the significant June 2005 step-up in
cash interest.  Failure to complete the proposed deals as outlined
would result in the withdrawal of the new ratings and the positive
CreditWatch listing," said Standard & Poor's credit analyst Steve
Wilkinson.


AMOROSO CONSTRUCTION: Plan Confirmation Hearing Set for Mar. 18
---------------------------------------------------------------
The Honorable Alan Jaroslovsky of the U.S. Bankruptcy Court for
the Northern District of California will convene a hearing at
10:00 a.m., on March 18, 2005, to consider confirmation of the
Joint Liquidating Plan of Reorganization filed by Dennis J.
Amoroso Construction Co., Inc.

Judge Jaroslovsky approved the adequacy of the Debtors' Disclosure
Statement on Feb. 4, 2005.

As reported on the Troubled Company Reporter on Jan. 7, 2005, the
Plan contemplates the appointment of a Liquidating Agent, who is
charged with the obligation to take over the Debtors' remaining
assets in trust, including principally the construction accounts
receivable and the Travelers Bad Faith Litigation, reduce them to
cash, and distribute them to creditors in the priority set out in
the Bankruptcy Code.

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

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

All ballots accepting or rejecting the Plan must be returned by
March 12, 2005.  Objections to the Plan, if any, must be filed and
served by March 18, 2005.

Headquartered in Novanto, California, Dennis J. Amoroso
Construction Co., Inc., is a general contractor.  The Company and
its debtor-affiliate filed for chapter 11 protection on
Sept. 21, 2004 (Bankr. N.D. Calif. Case No. 04-12244).  John H.
MacConaghy, Esq., at Law Offices of John H. MacConaghy represents
the Debtors in their restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


ARTHUR J. GALLAGHER: $175 Mil. Headwater Verdict May Be a Problem
-----------------------------------------------------------------
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.

AJG indicated in its financial statements for the year ending Dec.
31, 2004, that "[i]f determined adversely to the subsidiary on
substantially all claims and for a substantial amount of the
damages asserted, the lawsuit could have a material adverse
effect."

In October 2000, Headwaters Incorporated filed a complaint against
Gallagher's financial services subsidiary in the Fourth District
Court for the State of Utah (Headwaters Incorporated v. AJG
Financial Services, Inc., Case No. 000403381) alleging that
Gallagher's subsidiary failed to make payments and perform other
obligations under a technology license. Gallagher's subsidiary
entered into the agreement with Headwaters in connection with
Gallagher's investment in the synthetic fuel industry.  In its
answer to the complaint, Gallagher's financial services subsidiary
asserted counterclaims against Headwaters.  The trial began on
January 11, 2005, with Headwater looking for $140 million in
damages as well as a declaratory judgment that payments would be
owing on future synfuel production through the end of 2007.
Gallagher asserted counterclaims seeking $71 million in damages.

Last week, 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.

The jury made no award under AJG's 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.

"We strongly disagree with the jury's decision. We believe we have
not breached the contract nor owe any payments under the
contract," Mr. Gallagher said.

                        About the Company

Arthur J. Gallagher & Co. is an international insurance brokerage
and risk management services firm, headquartered in Itasca,
Illinois, has offices in eight countries and does business in more
than 100 countries around the world through a network of
correspondent brokers and consultants.

                      Financial Condition

AJG reported $188.5 million of net earnings for the year ending
Dec. 31, 2004.  At Dec. 31, 2004, AJG's balance sheet shows $3.2
billion in assets and $761 million of shareholder equity.  AJG's
liquidity ratio was 1:1 at Dec. 31, 2004.

                  Credit Agreement in Jeopardy

Arthur J. Gallagher & Co., has access to working capital financing
under a Credit Agreement dated as of July 21, 2003, backed by:

                                           Revolving     Swing
                                            Credit       Line
                                          Commitment   Commitment
                                          ----------   ----------
   Harris Trust and Savings Bank         $45,000,000  $30,000,000
   111 West Monroe Street
   Chicago, Illinois 60690
   Attn: Derek R. Cook
         Vice President
         Emerging Majors Illinois
   Telephone: (312) 461-3593
   Telecopy: (312) 293-4856

   Citibank, N.A.                        $35,000,000
   111 Wall Street, 24th Floor
   New York, NY 10043
   Attn: Christopher J. Soltis
         Vice President
   Telecopy: (212) 657-9272
   Telephone: (212) 657-7237

   LaSalle Bank National Association     $25,000,000
   135 South LaSalle Street, Suite 1126
   Chicago, Illinois 60603
   Attn.: Kyle Freimuth
          Vice President
   Telephone: (312) 904-4623
   Telecopy: (312) 904-6546

   Bank of America N.A.                  $25,000,000
   231 S. LaSalle
   Chicago, Illinois 60697
   Attn: Jim V. Miller
         Managing Director
   Telephone: (312) 987-0889
   Telecopy: (312) 828-3734

   Barclays Bank PLC                     $25,000,000
   Financial Markets Team
   54 Lombard Street, 1st Floor
   London EC3V 9EX
   UNITED KINGDOM
   Attn.: Rory Merchant
          Relationship Director
   Telephone: (020) 699-3309
   Telecopy: (020) 699-2407

   Union Bank of California, N.A.        $25,000,000
   445 South Figueroa St., 18th Floor
   Los Angeles, California 90071
   Attn.: Christine Davis
          Vice President
   Telecopy: (213) 236-7636
   Telephone: (213) 236-7283

   U.S. Bank National Association        $20,000,000
   777 East Wisconsin Avenue
   Mail LOC: MK-WI-TGCB
   Milwaukee, Wisconsin 53202
   Attn: R. Michael Newton
         Vice President
   Telephone: (414) 765-5027
   Telecopy: (414) 765-4632

   Fifth Third Bank (Chicago)            $20,000,000
   1701 Golf Road
   7th Floor, Mail Drop GRLM7B
   Rolling Meadows, Illinois 60008
   Attn.: Richard F. Wokoun
          Vice President
   Telecopy: (847) 354-7148
   Telephone: (847) 354-7130

   Comerica Bank                         $15,000,000
   500 Wooward Ave. -- M.C. 3269
   Detroit, MI 48226
   Attn: Felicia M. Maxwell
         Assistant Vice President
   Telephone: (313) 222-3805
   Telecopy: (313) 222-5516

   PNC Bank, NA                          $15,000,000
   One PNC Plaza, 2nd Floor
   249 Fifth Avenue
   Pittsburgh, Pennsylvania  15222
   Attn: Hana M. Deiter
         Vice President
   Telephone: (412) 762-8865
   Telecopy: (412) 762-6484

Section 10.1(h) of that Credit Agreement provides that an event of
default will be triggered by any "judgment or judgments, writ or
writs, or warrant or warrants of attachment, or any similar
process or processes in an aggregate amount in excess of
$10,000,000 shall be entered or filed against the Borrower or any
Subsidiary or against any of their Property which remains
unvacated, unbonded, unstayed or unsatisfied for a period of 30
days."


ATA AIRLINES: Cockpit Crewmembers Agree to 20% Short-Term Pay Cut
-----------------------------------------------------------------
Cockpit crewmembers for ATA Airlines, a unit of ATA Holdings Corp.
(ATAHQ), have ratified an agreement to provide short-term pay and
work rule concessions.  The concessions will save the Company
approximately $3 million per month, and are effective for four
months.

"We're extremely pleased that ATA's cockpit crewmembers support
the Company's reorganization efforts," said Gilbert Viets, ATA's
Executive Vice President and Chief Financial Officer.

The concessions package reduces cockpit crewmembers' pay by 20
percent.  Certain work rules will also be changed to improve
productivity.  Voting concluded yesterday with 78 percent of the
votes in favor of the concession package.

Mr. Viets said, "The leadership of both the Air Line Pilot
Association and ATA worked together to win pilot support for this
concession package.  We are grateful for this cooperative approach
and we thank our crewmembers for their support."

ATA intends to seek a long-term agreement on pay rates and work
rules as a part of its plan of reorganization.  Actions taken to
reduce salary expense to date include:

   -- In October 2004, ATA's flight attendants ratified an
      agreement to reduce their pay by 10 percent through 2006.

   -- In July 2004, pay for officers was reduced by 10 percent and
      pay for most other salaried employees was reduced between 5
      and 7.5 percent.

   -- In June 2004, ATA's pilots voted to forego scheduled wage
      scale increases in 2004 and 2005.

   -- A general pay freeze is in effect for non-union employees,
      who have been under such a pay freeze since October 2003 and
      previously had their pay frozen from October 2001 through
      September 2002.

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


BOISE CASCADE: S&P's Ratings Unchanged Despite IPO Notice
---------------------------------------------------------
Standard & Poor's Ratings Services' ratings and outlook on forest
products producer, Boise Cascade LLC (BB/Stable/--), are unchanged
following the company's announcement that it is planning an
initial public offering of common stock.

Estimated proceeds of $500 million are expected to be paid to
existing stockholders and used for fees, subject to consent from
the company's bank lenders.  Following the recent sale of
timberlands for $1.65 billion and the use of those proceeds to
reduce debt, Boise's pro forma debt outstanding, including
capitalized operating leases, is about $1.7 billion.

Standard & Poor's expects pro forma debt to 2004 EBITDA to be in
low- to mid-3x area.  This significant reduction in debt was
already incorporated into our original ratings, and the lower debt
leverage ratio is in line with expectations.

Separately, Standard & Poor's placement today of its ratings on
OfficeMax Inc., on CreditWatch with negative implications has no
immediate impact on Boise's ratings or outlook.  However, Boise
sells almost one-half of its uncoated free sheet production to
OfficeMax, and therefore any loss of volumes due to deterioration
in OfficeMax's business or financial condition is a risk.
Standard & Poor's will continue to monitor developments at
OfficeMax for any adverse impact on Boise's credit quality.


BOMBARDIER INC: Names Dr. H. Weiss & M.J. Durham to Board
---------------------------------------------------------
Bombardier, Inc., (TSX:BBD.MV.A) appointed Dr. Heinrich Weiss and
Mr. Michael J. Durham to its Board of Directors.

"In our search for new board members, we sought individuals with
vast business experience and expertise related to our two main
businesses," said Mr. Laurent Beaudoin, Chairman of the Board and
Chief Executive Officer of Bombardier "Dr. Heinrich Weiss is a
prominent German entrepreneur with solid knowledge of the
manufacturing sector.  For the past 30 years, he has been at the
helm of SMS, an international group specialized in plant
construction and mechanical engineering."

"As for Mr. Durham, he brings a strong financial background and
experience in the aerospace sector, having spent 20 years with AMR
Corporation, notably as Chief Financial Officer of American
Airlines and as CEO of Sabre.  We look forward to the valuable
contribution these two seasoned professionals will bring to
Bombardier," Mr. Beaudoin added.

These nominations have been recommended by the Corporate
Governance and Nominating Committee and approved by the Board of
Directors.

                       Dr. Heinrich Weiss

Heinrich Weiss is Chairman and Chief Executive Officer of SMS
GmbH, an international group active in plant construction and
mechanical engineering related to the processing of steel,
non-ferrous metals and plastics.  He is also a member of the
Supervisory Boards of Commerzbank AG, Deutsche Bahn AG, HOCHTIEF
AG, Thyssen-Bornemisza Group and Voith AG.  He is Chairman of the
Foreign Trade Advisory Council to the German Secretary of
Economics and Labour, a member of the Board of the Asia Pacific
Committee of German Business as well as a member of the Board of
the East-West Trade Committee.

                       Michael J. Durham

Michael J. Durham was with AMR Corporation for 20 years.  He
worked at American Airlines for the first 17 years, notably as
Senior Vice President of Finance and Chief Financial Officer, then
for three years as President and Chief Executive Officer of Sabre
Inc., a NYSE-listed company providing information technology
services to the travel industry.  Mr. Durham currently serves as
non-executive Chairman of the Board of Asbury Automotive Group,
and as Audit Committee Chairman and Board member of AGL Resources.

A world-leading manufacturer of innovative transportation
solutions, from regional aircraft and business jets to rail
transportation equipment, Bombardier Inc. --
http://www.bombardier.com/-- is a global corporation
headquartered in Canada.  Its revenues for the fiscal year ended
Jan. 31, 2004 were $15.5 billion US and its shares are traded on
the Toronto and Frankfurt stock exchanges (BBD and BBDd.F).

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' long-term corporate credit ratings, on transportation-
equipment manufacturer Bombardier, Inc., and its subsidiaries on
CreditWatch negative.

"The CreditWatch placement reflects new uncertainty about
Bombardier's financial policies and strategic direction following
the resignation of the company's CEO," said Standard & Poor's
credit analyst Kenton Freitag.  The increased uncertainty adds to
Standard & Poor's previously stated concerns, formerly reflected
in a negative outlook, that adverse developments in the U.S.
airline industry could further affect the company's profitability.


C-BASS: Moody's Puts Ba2 Rating on $10.95MM Class-B4 Senior Certs.
------------------------------------------------------------------
Moody's Investors Services has assigned a rating of Aaa to the
senior certificates in C-BASS's 2004-CB8 securitization of
subprime residential mortgage loans.  In addition, Moody's
assigned ratings ranging from Aa2 to Ba2 to the subordinate
certificates.

Moody's said that the mortgage pool backing the transaction, which
is seasoned about 6 months, is slightly riskier than a typical
subprime mortgage pool.  The rating on each class reflects the
amount of credit support available from subordination,
overcollateralization and excess spread available to absorb
losses.

The strong servicing capabilities of the servicer, C-BASS
affiliate Litton Loan Servicing LP, will help reduce losses on the
underlying collateral pool.  Moody's has conferred upon Litton its
highest servicer quality rating, SQ1, for both special servicing
and primary servicing for prime and subprime quality mortgages.

C-BASS (Credit-Based Asset Servicing and Securitization) is a
mortgage investment company that focuses on purchasing, servicing,
and securitizing credit-sensitive residential mortgages, such as
scratch and dent, subprime, and sub- and non-performing loans.
C-BASS is also one of the top purchasers and special servicers of
rated and non-rated subordinate securities in both the prime and
subprime MBS markets.

The complete rating actions are:

   -- Depositor: Merrill Lynch Mortgage Investors, Inc.

      Series:    C-BASS Mortgage Loan Asset-Backed Certificates,
                 Series 2004-CB8

      Seller:    Credit-Based Asset Servicing and Securitization
                 LLC

      Servicer:  Litton Loan Servicing LP

      * Class AV-1, $325,739,000, P&I, L+0.260%, rated Aaa
      * Class AF-1, $58,437,000, P&I, 3.633%, rated Aaa
      * Class AF-2, $23,344,000, P&I, 4.134%, rated Aaa
      * Class AF-3 , $17,798,000, P&I, 5.090%, rated Aaa
      * Class AF-4 , $11,064,000, P&I, 4.658%, rated Aaa
      * Class M-1 , $34,220,000, P&I, L+0.530%, rated Aa2
      * Class M-2 , $28,197,000, P&I, L+0.880%, rated A2
      * Class M-3 , $7,939,000, P&I, L+1.000%, rated A3
      * Class B-1 , $7,665,000, P&I, L+1.500%, rated Baa1
      * Class B-2 , $6,296,000, P&I, L+1.750%, rated Baa2
      * Class B-3 , $5,475,000, P&I, L+2.750%, rated Baa3
      * Class B-4, $10,950,000, P&I, 6.000%, rated Ba2


CAESARS ENT: Earns $20 Million of Net Income in Fourth Quarter
--------------------------------------------------------------
Caesars Entertainment, Inc. (NYSE: CZR) reported record earnings
for the quarter and full year ended Dec. 31, 2004.

                   Fourth Quarter 2004 Results

For the fourth quarter of 2004, Caesars Entertainment reported net
income of $20 million.  That compares to a net loss of $84 million
for the fourth quarter of 2003.

Previously, the company's highest reported fourth quarter net
income was $17 million in 1999, resulting in earnings per diluted
share of $0.05.

Adjusted net income for the fourth quarter of 2004 was
$27 million.  Adjusted net income for the quarter excluded
$4 million in net income from five properties scheduled to be
sold, an $8-million charge related to the termination of a lease
at Caesars Atlantic City and an $11-million gain related to the
sale of real estate in Atlantic City.  Adjusted net income also
excluded expenses of $16 million related to the company's pending
acquisition by Harrah's Entertainment, Inc.

Adjusted net income for the fourth quarter of 2003 was
$11 million.  In that quarter, adjusted net income excluded a
$57-million write-down (net of tax) of the book value of Flamingo
Laughlin and a $38-million goodwill impairment at Caesars Tahoe,
which is included in discontinued operations.

Net revenue for the fourth quarter of 2004 was $1.008 billion --
an all-time record after adjustment for discontinued operations.
That compares to $946 million in the fourth quarter of 2003.
Fourth quarter EBITDA -- earnings before interest, taxes,
depreciation and amortization and charges and gains (and after
corporate expense) -- was $216 million, compared to $188 million
in the fourth quarter of 2003.

                     2004 Year-End Results

Net income for the full year 2004 -- including discontinued
operations, charges, gains and income tax adjustment -- was
$297 million, an all-time record.  Net income for 2003 was
$46 million, or $0.15 per diluted share.

The previous high for annual net income was $143 million, reported
for 2000.

For the full year of 2004, Caesars Entertainment reported adjusted
net income of $217 million.  That compares to adjusted net income
of $127 million for the year ended December 31, 2003.

Adjusted net income for 2004 excludes:

   -- An $87-million gain (included in discontinued operations net
      of taxes) from the sale of the Las Vegas Hilton.

   -- $32 million in additional income from discontinued
      operations from the Las Vegas Hilton, the Atlantic City
      Hilton, Bally's Tunica, Bally's New Orleans, Caesars Tahoe
      and Caesars Gauteng.

   -- $22 million in expense related to the pending acquisition of
      Caesars by Harrah's Entertainment.

   -- An $11-million gain related to the sale of real estate in
      Atlantic City.

   -- An $8-million charge related to the lease termination at
      Caesars Atlantic City.

   -- $7 million in pre-opening expense primarily related to the
      production of the musical "We Will Rock You" at Paris Las
      Vegas.

   -- $7 million in income tax expense related to a 2004 Indiana
      Tax Court decision involving the deductibility of gaming
      taxes.

   -- A $6-million, after-tax write-down of assets at Caesars
      Tahoe, included in discontinued operations.

   -- $5 million in income tax expense related to the settlement
      of a tax arbitration with Lakes Entertainment.

   -- $3 million of investment gain associated with the sale of
      the company's interest in a Las Vegas office building.

   -- $2 million in expense related to executive contract
      terminations.

Adjusted net income for 2003 excludes:

   * $57 million in asset impairments (net of taxes) related to
     Flamingo Laughlin;

   * a $38-million goodwill write-down related to Caesars Tahoe
     (included in discontinued operations);

   * $15 million in income from discontinued operations; and

   * $1 million in pre-opening expense associated with the
     premiere of "A New Day...." starring Celine Dion at Caesars
     Palace.

Net revenue for the full year 2004 was $4.206 billion -- also an
all-time record, after adjustment for discontinued operations --
up from $3.945 billion reported for the full year 2003.  EBITDA
(after corporate expense) for 2004 was $1.062 billion, compared to
$932 million for 2003.

                  Strong Performance in Las Vegas

"The strong performance of our Las Vegas resorts and better than
expected results in Atlantic City drove record earnings in the
fourth quarter," said Caesars Entertainment President and Chief
Executive Officer Wallace R. Barr. "Las Vegas is one of the
hottest tourist destination resorts in the nation right now -- and
the entire industry is benefiting.

"At Caesars, we are reaping additional and unique benefits from
major capital development projects we have completed in the past
few years -- including The Colosseum and The Roman Plaza at
Caesars Palace -- and the efficiency-enhancing technology tools we
are deploying in our casinos, our hotels, our lounges and our
restaurants," Barr added. "Because of what we have put in place
already -- along with the planned opening of the new room tower at
Caesars Palace -- 2005 is looking like a very good year for us."

              Fourth Quarter Financial Highlights

   -- Western Region EBITDA rose 43 percent, to $119 million, from
      $83 million in the fourth quarter of 2003. On the Las Vegas
      Strip, results were driven by a 23 percent increase in
      gaming win and a 13 percent rise in cash room rates. EBITDA
      margin for the Strip improved by more than 450 basis points,
      rising to 27 percent, driven largely by an 1100 basis point
      improvement at Caesars Palace.  For the full year 2004,
      Caesars Palace reported all-time record EBITDA of
      $149 million.

   -- In the Eastern Region, EBITDA was $52 million, down seven
      percent from $56 million reported in the fourth quarter of
      2003. Results for the region suffered as a result of a
      34-day strike in October and early November by members of
      Local 54 of the Hotel Employees and Restaurant Employees
      union, which represents the majority of the region's food,
      beverageand hotel staff.

   -- The Mid-South Region recorded EBITDA of $46 million, down
      from $47 million in the fourth quarter of 2003.

                   Full Year 2004 Highlights
                    Corporate and Financial

   -- The company's Board of Directors in July accepted an offer
      from Harrah's Entertainment to acquire the company for
      approximately $1.9 billion in cash and 67.7 million shares
      of Harrah's common stock. Shareholders of both companies are
      scheduled to vote on the merger in separate meetings on
      March 11. The transaction is contingent on approval by
      federal and state regulatory agencies and is expected to
      close in the second quarter of 2005.

   -- The company paid down an additional $472 million of
      indebtedness, reducing its total debt to $4.15 billion as of
      December 31, 2004. Since the beginning of 2002, the company
      has reduced debt balances by nearly $1.2 billion.

   -- The company introduced a series of advanced technology
      initiatives intended to convert information about customer
      choices into usable business intelligence that will increase
      efficiency, improve margins and raise customer satisfaction.
      Among the new systems deployed were MindPlay MP 21(TM) from
      Bally Gaming and Systems and TableTouch from IGT (table game
      tracking systems); Slingshot from Avero, Inc. (a food and
      beverage intelligence system); Revelation from InfoGenesis
      (software that integrates food and beverage sales data);
      NetWORKS(TM) from Manugistics (an advanced room revenue
      management system); and E.piphany 6.5CRM (used to create
      targeted promotional offers).

   -- The company continued its leadership in deploying
      "ticket-in, ticket-out" slot technology. Excluding
      properties being sold, 87 percent of the slot machines in
      Caesars Entertainment's domestic casino resorts now are
      equipped with "ticket-in, ticket-out" technology. On the Las
      Vegas Strip, that figure is 97 percent.

   -- The number of customers participating in the Caesars
      Entertainment Connection Card rewards program grew to
      29 million, increasing at an average rate of 6,600 each day.
      Cross property play among Caesars Entertainment guests grew
      12 percent in Las Vegas.

   -- The Connection Card program inaugurated a new online
      capability, making it more convenient for players and guests
      to sign up and track their comp dollar balances.  More than
      72,000 customers signed up for the program online during the
      year.

   -- The company introduced its online "Best Rate Plus
      Guarantee." The program guarantees that guests who book
      Caesars Entertainment resort rooms through company web sites
      will receive the lowest rate for those rooms available
      anywhere on the Internet.

   -- Total room nights sold through the company's family of web
      sites rose 18 percent, to more than 700,000, while the
      average daily rate for rooms booked online rose by more than
      18 percent.  Revenue from online bookings rose 40 percent.
      Thirty-five percent of all independent travelers who booked
      rooms at the company's Las Vegas resorts booked their rooms
      through a company web site.

   -- The company launched a new web page intended to make it
      easier for minority and women-owned firms to communicate
      quickly and directly with senior procurement officials
      through a new, one-stop process.  The site also offers key
      information about the company and minority enterprise
      certification.  A direct link to the special supplier web
      page is featured prominently on Caesars Entertainment's main
      home page at http://www.caesars.com/

                     New Development Projects

   -- Caesars Entertainment announced its first venture into
      Europe with plans for a $600-million casino resort in
      London, to be built near the reconstructed Wembley National
      Stadium and adjacent to the soon-to-be renovated Wembley
      Arena.  The project, a 50-50 partnership with London-based
      Quintain Estates and Development PLC, is subject to the
      enactment of gaming reform legislation by Parliament,
      subsequent license approval by the government of the United
      Kingdom, and the signing of a definitive agreement with
      Quintain.

   -- Following enactment of gaming legislation in Pennsylvania,
      the company unveiled preliminary plans for a casino and
      entertainment complex to be built in Philadelphia, on the
      Delaware River waterfront.  The project, which would
      eventually include 5,000 slot machines and a 500-room hotel,
      is subject to license approval by Pennsylvania gaming
      authorities.  The company recently purchased a waterfront
      site for the project, which includes an 18-acre development
      site.

   -- In California, the company signed formal agreements with the
      Big Sandy Band of Western Mono Indians to govern the
      development, construction and management of a new Tribal
      casino to be built on Tribal land near Fresno in the Central
      Valley.  Under the terms of the agreements, the project
      would be owned by the Tribe and managed by Caesars
      Entertainment.

   -- In New York, the Saint Regis Mohawk Tribe concluded
      negotiations with the office of Governor George Pataki over
      a land claim settlement that is expected to lead to the
      signing of a gaming compact authorizing the operation of the
      Tribe's casino resort in Sullivan County, about 90 miles
      north of New York City.  The Tribe and the governor formally
      signed the land claim settlement on February 2, 2005.
      Caesars Entertainment has signed agreements with the Tribe
      to develop and manage the Mohawk Mountain Casino Resort.

                     Strategic Asset Sales

   -- In keeping with its strategy of focusing more directly on
      core operating assets, the company:

       * Agreed to sell the Atlantic City Hilton and Bally's
         Tunica to an affiliate of Colony Capital, LLC of Los
         Angeles for approximately $612 million.  The sale is
         expected to close by the end of the first quarter of
         2005.

       * Agreed to sell Caesars Tahoe for approximately
         $45 million and Bally's New Orleans for approximately
         $24 million to Columbia Sussex Corporation, a hotel,
         resort and casino operator based in Fort Mitchell,
         Kentucky.  The sales are expected to close by the end of
         the second quarter of 2005.

       * Agreed to sell its ownership and management interests in
         Caesars Gauteng, the casino resort near Johannesburg,
         South Africa, for approximately $145 million to Peermont
         Global Limited, a South African luxury hotel and casino
         company, and its economic empowerment partner, Marang
         (East Rand) Gaming Investments. The sale is expected to
         close by the end of the second quarter of 2005.

       * Closed the sale of the Las Vegas Hilton in June to an
         affiliate of Colony Capital for approximately $286
         million.

       * Concluded its casino management agreement with the owners
         of the Dover Downs race track in Dover, Delaware.

                         Western Region

EBITDA for the Western Region's casino resorts was $119 million in
the fourth quarter of 2004, up 43 percent from $83 million in the
year-ago quarter.  Results on the Las Vegas Strip were driven by a
23 percent increase in gaming win and a nine percent increase in
RevPAR.  Cash room rates rose by 13 percent, compared to the
previous year's quarter.

At Caesars Palace, net revenue in the quarter rose 39 percent, to
$167 million, from $120 million in the fourth quarter of 2003.
EBITDA was $44 million, up 144 percent from the $18 million
reported for the fourth quarter of 2003.  EBITDA margin at the
property was 26 percent, compared to 15 percent in the year-ago
quarter.  Gaming win rose 48 percent, the result of a nine percent
increase in table volume and a 13 percent increase in slot volume.
Table hold improved to a more normal 17 percent, compared to the
year-ago period.

RevPAR rose 13 percent, driven by a 19 percent increase in cash
room rates.  For the full year 2004, Caesars Palace posted the
highest cash room rate in its history -- $162 -- 10 percent higher
than the previous record, which was set in 2003.

EBITDA for the full year 2004 reached $149 million -- an all-time
record -- up 54 percent from $97 million in 2003.

At Paris Las Vegas, fourth quarter EBITDA was $30 million, up from
$28 million in the fourth quarter of 2003. Net revenue was
$104 million, compared to $98 million in the fourth quarter of
2003.  Results were driven by a five percent increase in gaming
win and a five percent increase in RevPAR. The average cash room
rate rose 11 percent.

Fourth quarter EBITDA for Bally's Las Vegas was $20 million, up 25
percent from the $16 million reported in the year-ago quarter.
Net revenue was $72 million, compared to $71 million in the fourth
quarter of 2003.  Gaming win declined two percent, while RevPAR
rose 12 percent due to higher occupancy and room rates.  The
average cash room rate increased nine percent.

The Flamingo Las Vegas reported fourth quarter EBITDA of
$21 million, compared to $19 million for the fourth quarter of
2003.  Net revenue was $83 million, up from $72 million in the
fourth quarter of 2003.

The property benefited from an eight percent increase in gaming
win, higher room rates and the inclusion of results from Jimmy
Buffett's Margaritaville restaurant, which opened in December
2003.  Despite lower occupancy, RevPAR rose three percent on an 11
percent increase in cash room rates.

Other Nevada properties -- the Reno Hilton and Flamingo Laughlin
-- recorded combined EBITDA of $4 million in the fourth quarter,
up from $2 million in the fourth quarter of 2003.

                         Eastern Region

EBITDA from Caesars' two Atlantic City casino resorts and
management fees from its Dover Downs slot operation was
$52 million, down seven percent from the $56 million reported for
the fourth quarter of 2003.

Results in Atlantic City suffered in the quarter because of the
34-day strike by members of Local 54 of the Hotel Employees and
Restaurant Employees union, which represents the majority of the
company's Atlantic City hotel employees.  The strike, which ended
on November 4, principally affected results for October and
November.

At Bally's Atlantic City, EBITDA for the fourth quarter was
$24 million, down from $28 million in the fourth quarter of 2003.
Net revenue was $134 million, compared to $151 million in the
year-ago quarter.  Gaming win declined 10 percent, the result of a
13 percent decline in gaming volume. RevPAR declined 23 percent
from the fourth quarter of 2003 because of lower occupancy.

Fourth quarter EBITDA for Caesars Atlantic City was $27 million,
even with the year-ago period.  Net revenue at the property was
$106 million, down from $116 million for the fourth quarter of
2003.  Gaming win declined eight percent due to a 13 percent
decline in gaming volume.  RevPAR was off 14 percent, largely as a
result of lower occupancy.

Because operating results from the Atlantic City Hilton are
classified as "discontinued operations," they are not included in
reported results for Atlantic City in the current or prior year.
Net revenue at the property declined $6 million to $62 million.
EBITDA was $5 million, compared to $10 million in the fourth
quarter of 2003.  Gaming win declined six percent, primarily
because of lower slot volume.

                        Mid-South Region

Caesars Entertainment casino resorts in Indiana and Mississippi
reported fourth quarter EBITDA of $46 million, compared to
$47 million in the fourth quarter of 2003.

At Caesars Indiana, fourth quarter EBITDA grew by 27 percent, to
$19 million, up from $15 million in the year-ago quarter.  Net
revenue increased by 5 percent, to $77 million.  EBITDA margin at
the property grew by more than 400 basis points.  The improved
results were driven largely by a six percent increase in gaming
win and a 23 percent rise in RevPAR. The average cash room rate
rose 19 percent.

In the fourth quarter, Grand Casino Biloxi reported EBITDA of
$10 million, even with the $10 million reported for the fourth
quarter of 2003.  Net revenue rose five percent to $58 million,
largely because of a seven percent increase in gaming win and a
four percent rise in RevPAR.  The average cash room rate grew
seven percent.

Fourth quarter EBITDA at Grand Casino Gulfport was $5 million,
down from $8 million in the fourth quarter of 2003.  Net revenue
was $40 million, off five percent from $42 million in the year-ago
quarter.  Lower gaming volumes and a lower hold percentage
resulted in a four percent decline in gaming win.  Higher room
rates and occupancy drove a 27 percent increase in RevPAR.  The
average cash room rate rose 27 percent in the quarter.

In Northern Mississippi, Grand Casino Tunica reported EBITDA of
$6 million, down from $8 million in the fourth quarter of 2003.
Net revenue was $47 million, compared to $48 million in the fourth
quarter of 2003.  Gaming win declined three percent because of
lower gaming volumes and a lower hold percentage.

Results for Bally's Tunica are included in discontinued
operations.  In the fourth quarter, Bally's Tunica reported
$2 million in EBITDA, down from $4 million in the fourth quarter
of 2003.  Net revenue declined to $14 million from $16 million in
the year-ago quarter.

                         International

In the fourth quarter, the company's international properties
reported combined EBITDA of $13 million, even with the fourth
quarter of the previous year.

Because of the reorganization of Conrad Punta del Este casino
resort in Uruguay, Caesars' ownership increased from approximately
46 percent to about 86 percent.  As a result, the company began
consolidating results from that property in September 2004.

On December 24, 2004, the company announced that it had entered
into a definitive agreement to sell its ownership and management
interests in the Caesars Gauteng casino resort, near Johannesburg,
South Africa.  For the periods reported, the revenue, expenses and
EBITDA associated with this property are included in discontinued
operations.

                      Capital expenditures

The company invested $180 million of capital during the fourth
quarter of 2004.  Maintenance capital expenditures were $78
million and investments in growth projects were $102 million.

In the full year 2004, the company spent $582 million on capital
investments -- $225 million on maintenance capital and
$357 million on growth projects.  Growth capital invested in 2004
largely was directed toward a new luxury room tower and additional
meeting and convention space at Caesars Palace and a new parking
garage at Caesars Atlantic City.  These projects are expected to
be completed in 2005.

The company currently expects to spend approximately $657 million
on capital investments in 2005.  This includes maintenance capital
investments of $248 million and growth capital of $409 million.

The 2005 growth capital budget includes:

   * $204 million for the new room tower and meeting space at
     Caesars Palace;

   * $31 million for the garage adjacent to Caesars Atlantic City;
     and

   * $15 million related to development of the Mohawk Mountain
     Casino Resort in New York State.

Other significant new capital investments included in the 2005
growth capital budget are:

   * $70 million to purchase its partner's 18 percent interest in
     the Caesars Indiana casino resort;

   * $45 million to purchase land in Philadelphia for the planned
     casino project; and

   * $12 million to construct a pedestrian bridge and other
     projects at Caesars Atlantic City in anticipation of the
     opening of The Pier at Caesars.

                           Other items

Depreciation and Amortization in the fourth quarter was
$103 million, compared to $97 million in the fourth quarter of
2003.

There was no pre-opening expense in the quarter.

The "impairment loss and other" item includes $11 million related
to the gain on the sale of real estate in Atlantic City and
$8 million related to the lease termination in Atlantic City.

Merger costs of $16 million are expenses related to the proposed
acquisition by Harrah's Entertainment.

Corporate expense in the fourth quarter was $14 million, compared
to $11 million in the fourth quarter of 2003.

Equity in earnings of unconsolidated affiliates primarily consists
of earnings from the company's share of ownership in Casino
Windsor in Windsor, Canada.

For the fourth quarter, this item was $1 million, compared to
$2 million in the fourth quarter of 2003. Previously, this item
also included results of Conrad Punta del Este in Uruguay.
Because of the reorganization of the Punta del Este casino resort,
Caesars Entertainment's ownership stake in the property increased
from approximately 46 percent to approximately 86 percent,
requiring the consolidation of results beginning in Sept. 2004.

Net interest expense in the quarter was $68 million, compared to
$71 million in the fourth quarter of 2003, due to lower debt
balances and reduced borrowing costs.  The company's cost of
borrowing declined because of interest rate swaps and the decision
to issue convertible debt to replace existing, higher-cost debt.

Capitalized interest was $4 million in the fourth quarter,
compared to $1 million in the year-ago quarter.  There was no
interest income in the quarter, compared to $1 million in the
fourth quarter of 2003.

The effective tax rate in the fourth quarter was 46.9 percent,
compared to 35.7 percent in the fourth quarter of 2003.

There were no share repurchases in the quarter.

                         Balance sheet

As of December 31, 2004, the company had a cash balance of
$299 million, which consisted entirely of funds held in the
company's casinos.  The company paid down $27 million of
indebtedness in the quarter, resulting in a debt balance of
$4.15 billion on December 31, 2004.

The company had $1.2 billion available on its credit facilities,
subject to covenant restrictions.  The ratio of the company's debt
to its last 12 months of EBITDA was 3.6.  The company has no debt
maturities until December 2005.

The number of diluted shares outstanding was 320 million at the
end of the fourth quarter, compared to 303 million at the end of
2003.

                          Other Events

On January 11, 2005, the company announced that it had reached
agreements to acquire its partner's 18 percent interest in the
company that owns and operates the Caesars Indiana casino resort.
Caesars expects to complete the transaction, which is valued at
approximately $70 million, in the first quarter of 2005.

At the conclusion of the transaction, Caesars Entertainment will
own 100 percent of the property through its Indiana affiliate,
which will be renamed Caesars Riverboat Casino, LLC upon approval
by the Indiana Gaming Commission.

Also on January 11, 2005, the company completed the acquisition of
30 acres of land along the Delaware River waterfront in
Philadelphia for approximately $64 million (of which $19 million
had been previously paid).  The company plans to use 18 acres of
the property for the construction of a proposed casino and related
retail and entertainment facilities.  The project is subject to
licensing by the new Pennsylvania Gaming Commission and approval
by other agencies.

                              Guidance

Consistent with the practice of other large-cap gaming companies,
Caesars Entertainment will no longer provide quarterly or annual
earnings guidance.

                     Special shareholders meeting

The Board of Directors has established March 11, 2005 as the date
of the special shareholders meeting to vote on the proposed
acquisition of the company by Harrah's Entertainment.  The meeting
will be held at 8 a.m. PST at Caesars Palace in Las Vegas, Nevada.
The record date for the meeting is January 18, 2005.

                     Annual shareholders meeting

The Board of Directors has established June 24, 2005 as the date
of the regular annual shareholders meeting, which will be held at
8 a.m. PDT at Caesars Palace in Las Vegas.  The record date for
the meeting is April 25, 2005.  Pursuant to the company's bylaws,
any shareholder proposal must be submitted to the company's
secretary between February 25, 2005 and March 17, 2005.

Caesars Entertainment, Inc., (NYSE: CZR) is one of the world's
leading gaming companies.  With annual revenue of $4.2 billion,
27 properties on four continents, 26,000 hotel rooms, two million
square feet of casino space and 50,000 employees, the Caesars
portfolio is among the strongest in the industry.  Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names.  The company has its
corporate headquarters in Las Vegas.

The company's Board of Directors in July 2004 accepted an offer
from Harrah's Entertainment, Inc., to acquire the company for
approximately $1.9 billion in cash and 67.7 million shares of
Harrah's common stock.  Shareholders of both companies are
scheduled to vote on the merger in separate meetings on March 11.
The transaction is contingent on approval by federal and state
regulatory agencies and is expected to close in the second quarter
of 2005.

                          *     *     *

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

   HET

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

   CZR

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


CATHOLIC CHURCH: Spokane Litigants Want Avoidance Trials Initiated
------------------------------------------------------------------
On February 4, 2005, the Committee of Tort Litigants filed a
complaint for declaratory relief and substantive consolidation
against the Diocese of Spokane and approximately 81 affiliated
entities, parishes, schools, and other institutions falling within
the Diocese's network.

The Complaint is based on theories that:

   -- the Affiliated Entities are not entities separate from the
      Diocese;

   -- the Diocese has complete domination and control over the
      Affiliated Entities; and

   -- the relationship between them warrants substantive
      consolidation under principles of bankruptcy law.

John W. Campbell, Esq., at Esposito, George & Campbell, PLLC, in
Spokane, Washington, tells the U.S. Bankruptcy Court for the
Eastern District of Washington that as a party-in-interest, the
Litigants Committee had the right to file the Complaint.
However, Spokane has significant strong-arm powers and avoidance
powers arising solely under the Bankruptcy Code, which could
materially enhance the bankruptcy estate.  According to Mr.
Campbell, the Litigants Committee did not include claims for
relief based on those powers because it could only allege them if
the Court delegates those powers to it.

Since its bankruptcy petition date, Spokane has made absolutely
clear that even though it holds record title to substantial and
valuable real and personal property, it does not own the
beneficial interest in those properties.  Spokane's basis for this
contention, Mr. Campbell says, is highly suspect as it has not
produced any recorded documents evidencing third party ownership
of the beneficial interests and, at the Section 341 examination,
could not identify even a single specific recorded document
evidencing third party interests in the properties.

Spokane's public statements also belie any belief that it will try
to bring the properties into the estate.  In the December 16, 2004
online edition of the Inland Register, Spokane stated:

   "Parish and school properties in the diocese are not listed as
   assets.  Cross [Debtor's counsel] said that these properties
   are held in trust in the bishop's name and function as
   individual entities.  Diocesan attorneys are working to ensure
   the safety of all parish and school properties throughout the
   Chapter 11 proceedings."

Spokane has made these contentions at every opportunity in
flagrant disregard of its fiduciary duty to exercise all of its
legal powers to maximize the assets of the estate and the return
to creditors.  Without doubt, Spokane accepts the Affiliated
Entities' adverse claims, thereby, conceding the exclusion of
substantially all of its assets -- that is, the real and personal
property of the Affiliated Entities -- from the estate.  The
result is to minimize the recovery for the Survivors while
maintaining the status quo for the benefit of Spokane's
operations.

Mr. Campbell tells Judge Williams that Spokane may have other
avoidance actions against the Affiliated Entities.  Spokane has
identified numerous transfers to the Affiliated Entities during
the 90-day preference period.  The transfers may be avoidable
preferences under Section 547 of the Bankruptcy Code.  In
addition, Spokane may have conveyed property to the Affiliated
Entities during the one-year prepetition period, which may be
recoverable under Section 548.

The Litigants Committee considers the Affiliated Entities as
"insiders" and would have expected transfers to them to be
reported on Spokane's Statement of Financial Affairs.  While the
transfers do not appear on the Diocese's Statement of Financial
Affairs, Spokane's contention that the Affiliated Entities are
independent of the Diocese may have been the rationale for not
disclosing transfers, if any.

Based on Spokane's statements and conduct, the Litigants
Committee believes that Spokane will not take the actions
necessary to exercise its strong-arm powers, to avoid any
interests in the subject properties or avoid transfers to the
Affiliated Entities.

To fully address the Section 541 issues in the case and maximize
the estate, the Litigants Committee seeks Judge Williams'
authorization to initiate avoidance actions against the
Affiliated Entities under Sections 544, 545, 547, 548 and 550 of
the Bankruptcy Code.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CITATION CAMDEN: Has Until Feb. 21 to File a Chapter 11 Plan
------------------------------------------------------------
Citation Camden Castings Center, Inc., and its debtor-affiliates
sought and obtained an extension until Feb. 21, 2005, from the
U.S. Bankruptcy Court for the Northern District of Alabama,
Southern Division, of their exclusive period to file a chapter 11
plan.  The Debtors also have until May 20, 2005, to solicit
acceptances of that plan.

The Debtors need the extension to resolve some issues before a
consensual plan with the Official Committee of Unsecured Creditors
can be drafted.  The Debtors assured the Court that no
party-in-interest will be prejudiced by this extension.

Headquartered in Camden, Tennessee, Citation Camden Castings
Center, Inc. -- http://www.citation.net/-- an affiliate of
Citation Corporation, manufactures ductile iron parts for disc
brakes.  The Company filed for chapter 11 protection on
Dec. 7, 2004 (Bankr. N.D. Ala. Case No. 04-10781).  Cathleen C.
Moore, Esq., and Michael Leo Hall, Esq., at Burr & Forman
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed $655,575
in total assets and $324,334,598 in total debts.


CITIGROUP MORTGAGE: Moody's Rates Classes B-4 & B-5 at Low-B
------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the
non-residual, senior certificates issued by the Citigroup Mortgage
Loan Trust, Series 2004-NCM2 transaction.  Moody's also assigned
ratings ranging from Aa2 to B2 to the subordinate certificates in
the deal.

The securitization is backed by National City Mortgage-originated
fixed-rate Alt-A mortgage loans acquired by Citigroup Mortgage
Loan Trust, Inc.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination.
The credit quality of the loan pool is in line with other loan
pools backing recent Alt-A securitizations.

National City Mortgage Co. will service the loans.

The complete rating actions are:

   -- Issue: Citigroup Mortgage Loan Trust, Inc., Mortgage
             Pass-Through Certificates, Series 2004-NCM2

      * Class IA-CB-1, rated Aaa
      * Class IA-CB-2, rated Aaa
      * Class IA-CB-3, rated Aaa
      * Class IIA-CB-1, rated Aaa
      * Class IIA-CB-2, rated Aaa
      * Class IIA-CB-3, rated Aaa
      * Class IIIA-CB-1, rated Aaa
      * Class IIIA-CB-2, rated Aaa
      * Class IVA-1, rated Aaa
      * Class IVA-2, rated Aaa
      * Class XS-1, rated Aaa
      * Class XS-2, rated Aaa
      * Class XS-3, rated Aaa
      * Class XS-4, rated Aaa
      * Class PO-1, rated Aaa
      * Class PO-2, rated Aaa
      * Class PO-3, rated Aaa
      * Class PO-4, rated Aaa
      * Class B-1, rated Aa2
      * Class B-2, rated A2
      * Class B-3, rated Baa2
      * Class B-4, rated Ba2
      * Class B-5, rated B2


CLINTON CHEVRON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Clinton Chevron Inc.
        P.O. Box 572335
        Houston, Texas 77257

Bankruptcy Case No.: 05-32169

Chapter 11 Petition Date: February 11, 2005

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Rodney E. Moton, Esq.
                  2626 South Loop West 230
                  Houston, TX 77054
                  Tel: 713-236-8184

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CONCENTRA OPERATING: Dec. 31 Balance Sheet Upside-Down by $62.9MM
-----------------------------------------------------------------
Concentra Operating Corporation reported results for the fourth
quarter and year ended Dec. 31, 2004.  The Company reported
consolidated Adjusted Earnings Before Interest Taxes Depreciation
and Amortization of $29,005,000 for the fourth quarter and
$154,755,000 for the full year.  Concentra computes Adjusted
EBITDA in the manner prescribed by its bond indentures.

Revenue for the fourth quarter of 2004 was $262,638,000 or 2.5%
lower than the $269,407,000 reported for the year-earlier period.
Operating income was $19,782,000 for the quarter as compared to
$23,601,000 for the same quarter last year.  Net income for the
fourth quarter was $4,557,000, which compares to $13,520,000 for
the fourth quarter of 2003.  Results for the quarter were
adversely affected by a number of factors, including there being
one less revenue day in the quarter, the impact of the change in
California's workers' compensation fee schedule, the Company's
decision to implement Section 404 of the Sarbanes-Oxley Act, and
the absence of flu shot revenue due to the nationwide shortage of
vaccine.

For the year ended Dec. 31, 2004, revenue increased 4.9% to
$1,102,250,000 from $1,050,688,000 for 2003.  Operating income for
the year declined to $73,025,000 from $106,481,000 for 2003.  The
decrease in operating income was primarily due to a non-cash
impairment charge of $41,682,000 reported in the third quarter
related to the write down of goodwill and other long-lived assets
of the Company's Care Management Services segment.  Largely
because of these impairment charges, the Company reported a net
loss for the year of $9,975,000 compared with net income of
$43,289,000 in 2003.

"We are pleased to have achieved a strong underlying performance
for the full year, despite experiencing the weakness we
anticipated in our fourth quarter results," said Daniel Thomas,
Concentra's President and Chief Executive Officer.  "During 2004,
our reported results were affected by a number of non-recurring
items.  In total, we incurred expenses of $6.1 million associated
with our second quarter dividend, severance expenses associated
with certain senior executives, lease termination costs, and other
related expenses.  After considering the impact of these items on
our reported results, you will find that Concentra delivered a
solid increase in its core EBITDA during 2004.

"Our Health Services division completed the best year in its
history," Mr. Thomas continued.  "With an overall 12.8% revenue
growth rate and a 14.3% growth rate in gross profit, Health
Services contributed significantly to our results for the year.
These growth rates would have been even stronger had there not
been a nationwide shortage of flu vaccine during the fourth
quarter.  We reported $3.6 million in revenue from flu shots
during the fourth quarter of 2003 and had no revenue from these
services during the same period in 2004.

"During the quarter, our Network Services results were greatly
affected by the California workers' compensation fee schedule
changes enacted in early 2004," said Mr. Thomas.  "As we've
reported throughout this year, these changes have had a
significant effect on our financial performance.  Since we had our
strongest period of revenue from these affected services in the
fourth quarter of 2003, we estimate this fee schedule change
resulted in a $4.4 million reduction in our fourth quarter revenue
and a $5.6 million effect for the full year.  These changes, along
with other reductions in revenue from our workers' compensation
PPO services, contributed to the slowing of our revenue and
earnings growth from the Network Services segment during 2004.

"We believe Concentra is well positioned to achieve a solid growth
in revenue and earnings during 2005," Mr. Thomas added.  "Year in
and year out, in good economies and bad, Concentra has continued
to expand and to grow.  We believe our diversification and the
consistent investments we have made in our business will serve us
well during the year to come."

The Company also noted that during 2004, it expended approximately
$4.3 million associated with its implementation of Section 404 of
the Sarbanes-Oxley Act.  Of this amount, approximately
$3.7 million was incurred during the second half of 2004.  The
Company currently estimates that it will spend approximately
$2.6 million associated with these compliance activities during
2005, with this amount being generally incurred in a ratable
fashion throughout the course of the year.

At Dec. 31, 2004, Concentra had no borrowings outstanding under
its $100,000,000 revolving credit facility and had $61,319,000 in
cash and investments.  At the conclusion of the fourth quarter,
the Company had a Days Sales Outstanding of 61 days versus 58 days
for the year-earlier period.

                        About the Company

Concentra Operating Corporation, a wholly owned subsidiary of
Concentra Inc., is the comprehensive outsource solution for
containing healthcare and disability costs.  Serving the
occupational, auto and group healthcare markets, Concentra
provides employers, insurers and payors with a series of
integrated services which include employment-related injury and
occupational health care, in-network and out-of-network medical
claims review and repricing, access to specialized preferred
provider organizations, first notice of loss services, case
management and other cost containment services.  Concentra
provides its services to approximately 135,000 employer locations
and 3,700 insurance companies, group health plans, third-party
administrators and other healthcare payors.

At Dec. 31, 2004, Concentra Operating's balance sheet showed a
$62,866,000 stockholders' deficit, compared to $44,010,000 in
positive equity at Dec. 31, 2003.


COVENTRY ASSOCIATES: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Coventry Associates, L.P.
             346 East Lancaster Avenue, Apt. 501
             Wynnewood, Pennsylvania 19096

Bankruptcy Case No.: 05-11798

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      JEEH, L.P.                                 05-11795

Type of Business: The Debtor own and manage real property.

Chapter 11 Petition Date: February 10, 2005

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtors' Counsel: Kristin T. Mihelic, Esq.
                  Spector Gadon & Rosen P.C.
                  Seven Penn Center
                  1635 Market Street, Seventh Floor
                  Philadelphia, PA 19103
                  Tel: 215-241-8888

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Coventry Associates, L.P.'s 5 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Colliers Lanard & Axilbund    Commissions                 $9,384
399 Market Street
Philadelphia, PA 19106

Seligman Cupersmith Wilensky  Services                    $3,000
& Co., LLP
10 Grove Street
Cherry Hill, NJ 08002

Alpha Fire Sprinklers, LLC    Services                    $1,500
9016 Collins Avenue
Pennsauken, NJ 08110

Franklin Security System      Security Services             $210

Verizon                                                      $48

B. JEEH, L.P.'s 2 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
Seligman Cupersmith Wilensky & Co., LLP        $3,200
10 Grove Street
Cherry Hill, NJ 08002

Majek Fire Protection, Inc.                    $1,051
1707 Imperial Way
P.O. Box 39
Thorofare, NJ 08086


DAN RIVER: Exits Bankruptcy Following Plan Consummation
-------------------------------------------------------
Dan River Inc. has emerged from the Chapter 11 reorganization
process.  The Company officially concluded its fast track
reorganization this week after completing all required actions and
satisfying all remaining conditions to its Third Amended and
Restated Joint Plan of Reorganization.

Barry Shea has assumed the role of President and Chief Executive
Officer and Joseph L. Lanier, Jr. has become non-executive
Chairman of the Board.  Mr. Shea said, "This is a great day for
the new Dan River.  The last ten and a half months have been very
difficult but the reorganization process has allowed us to emerge
from Chapter 11 with a greatly de-leveraged balance sheet and an
improved expense structure which permits Dan River to be a leader
in the competitive home fashions and apparel fabrics markets that
we serve.  Approximately $225 million in unsecured obligations
will be converted into new equity in the reorganized company."

Mr. Shea continued, "The Company emerges from Chapter 11 with a
renewed vitality and an unwavering commitment to create value
added products that will draw the attention of consumers and will
allow our customers to differentiate themselves in the competitive
retail environment in which they participate."

He concluded, "The fact that we were able to complete this process
in under 11 months is a testament to the support of several groups
that I want to thank.  To our customers and suppliers, we are
grateful for your continued support.  To our associates, we thank
you for your dedication, hard work and patience throughout this
process.  To our bondholders, we are grateful for your continued
financial support and confidence in the Company's future success.
To our Creditors' Committee, we thank you for being cooperative
and constructive partners during the reorganization process.  The
support of each of these constituencies allowed us to exit Chapter
11 quickly, which was a considerable achievement in the current
business environment."

The Company's emergence financing was comprised principally of
borrowings under a new senior secured financing facility
syndicated by Abelco Finance in the amount of $120 million.
Also, the Company obtained a $20 million secured term loan from a
group consisting of holders of the Company's pre- petition bond
obligations.  These financings which are secured by the assets of
Dan River, replaces the Company's debtor in possession facility
and is available to Dan River to help meet its ongoing working
capital needs.

As part of the consummation of the Plan, the previously
outstanding shares of class A and class B common stock were
cancelled effective Feb. 14, 2005.  The Company will issue new
common stock to certain of the Company's post-emergence lenders
and to its unsecured pre-petition creditors, including the holders
of the Company's Senior Notes due 2009, as the Company completes
the claims reconciliation process.

Upon emergence from Chapter 11, the Company will have fewer than
300 holders of record of its new common stock.  In accordance with
the rules and regulations of the Securities and Exchange
Commission, the Company expects to file a Form 15 to deregister
its common stock and will cease to be a public reporting company.

Headquartered in Danville, Virginia, Dan River Inc.
-- http://www.danriver.com/--designs, manufactures and markets
textile products for the home fashions, apparel fabrics and
industrial markets.  The Company and its debtor-affiliates filed
for chapter 11 protection on March 31, 2004 (Bankr. N.D. Ga. Case
No. 04-10990).  James A. Pardo, Jr., Esq., at King & Spalding,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$441,800,000 in total assets and $371,800,000 in total debts.  The
Court confirmed the Debtors' Plan of Reorganization on Jan. 18,
2005, and the plan took effect on Feb. 14, 2005.


DAYTON POWER: Equity Portfolio Sale Cues Fitch to Review Ratings
----------------------------------------------------------------
Fitch Ratings has placed the ratings of DPL, Inc. - DPL -- and
Dayton Power and Light Company -- DP&L -- on Rating Watch Positive
because of the positive credit implications anticipated to result
from the sale of the private equity investment fund portfolio.

DPL's exit from the private equity business is expected to lower
the company's business risk.  In addition, a portion of the
proceeds from the sale are likely to be used to reduce debt at the
holding company level.  Following progress on closure of the
sales, clarity on the use of the sales proceeds and conclusion of
a full rating review, Fitch anticipates upgrading the ratings of
DPL to investment-grade levels and upgrading the ratings of DP&L
to the 'A' category, assuming significant paydown of debt at the
parent company is accomplished using the proceeds from the private
equity portfolio.

DPL entered into an agreement to sell its interests in 46 private
equity funds to AlpInvest/Lexington 2004 LLC.  The sale is
expected to generate net pretax proceeds of $850 million, subject
to adjustments for distributions and capital calls and consent to
the transfer by the funds.

Fitch places these ratings on Watch Positive:

   DPL, Inc.

      -- Senior unsecured debt 'BB';
      -- Trust-preferred stock 'B+';
      -- Short-term 'B'.

   Dayton Power & Light

      -- First-mortgage bonds 'BBB';
      -- Collateralized PCRBs 'BBB';
      -- Preferred stock 'BB+';
      -- Short-term 'B'.


DESA HOLDINGS: Plan Confirmation Hearing Set for March 29
---------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
will hold a hearing on March 29, 2005, at 2:00 p.m., to consider
confirmation of the Joint Plan of Reorganization of DESA Holdings
Corp. and its debtor-affiliate, DESA International LLC.

March 7, 2005, at 4:00 p.m., is the deadline for filing and
serving plan confirmation objections.  All objections must state
with particularity the legal and factual grounds for such
objection, describe the nature and amount of the objector's claim,
and provide, where applicable, the specific text that the
objecting party believes to be appropriate to insert into the
Plan.

Objections, if any, to the plan must be in writing and must be:

   (1) filed with the Bankruptcy Court on or before March 7,
       2005; and

   (2) served on:

       a) Counsel for the Debtors:

          James H.M. Sprayregen, Esq.
          James W. Knapp III, Esq.
          Kirkland & Ellis LLP
          200 East Randolph Drive
          Chicago, Illinois 60601
          Tel: 312-861-2000
          Fax: 312-861-2200

                   -- and --

          Laura Davis Jones, Esq.
          Curtis A. Hehn, Esq.
          Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.
          919 North Market Street, 16th Floor
          P.O. Box 8705
          Wilmington, Delaware 19899
          Tel: 302-652-4100
          Fax: 302-652-4400

       b) Counsel for the Creditors Committee:

          Gerald C. Bender, Esq.
          Karyn B. Zeldman, Esq.
          Stroock & Stroock & Lavan LLP
          180 Maiden Lane
          New York, New York 10038
          Tel: 212-806-5400
          Fax: 212-806-6006

                   -- and --

          William P. Bowden, Esq.
          Ashby & Geddes
          222 Delaware Avenue
          P.O. Box 1150
          Wilmington, Delaware 19899
          Tel: 302-654-1888
          Fax: 302-654-2067

       c) United States Trustee:

          David L. Buchbinder, Esq.
          Office of the U.S. Trustee
          J. Caleb Boggs Federal Building
          844 N. King Street, Suite 2313
          Lock Box 35
          Wilmington, Delaware 19801

       d) Counsel for the Prepetition Lenders:

          Fredric Sosnick, Esq.
          Shearman & Sterling LLP
          599 Lexington Avenue
          New York, New York 10022
          Tel: 212-848-4000
          Fax: 212-848-7179

Headquartered in Bowling Green, Kentucky, DESA International,
Inc., manufactured and marketed high-quality zone heating
products, hearth products, security lighting and specialty tools
for use in homes and commercial buildings.  The Company and its
affiliate filed for chapter 11 protection (Bankr. Del. Case No.
02-11672) on June 8, 2002.  James H.M. Sprayregen, Esq., James W.
Kapp, III, Esq., and Scott R. Zemnick, Esq., at Kirkland & Ellis,
LLP, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl Young
Jones & Weintraub, P.C., represent the Company.  When the Company
filed for protection from its creditors, it listed $50 million in
assets and $100 million in debts.


DESERT RIDGE: S&P Slices Senior Debt Rating to BB+ from BBB+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior debt rating
on Desert Ridge Resort LLC to 'BB+' from 'BBB+' and placed it on
CreditWatch with negative implications.

Standard & Poor's also said that it withdrew its 'BB+'
counterparty credit and financial strength ratings on seven
companies within Royal & Sun Alliance Insurance Group PLC's U.S.
insurance operations (RSA USA):

   -- American & Foreign Insurance Company,
   -- Globe Indemnity Company,
   -- Royal Insurance Company of America,
   -- Safeguard Insurance Company,
   -- Connecticut Indemnity Company,
   -- Fire & Casualty Insurance Company of Connecticut, and
   -- Guaranty National Insurance Company Connecticut.

"The ratings on the seven RSA USA companies were withdrawn
following various mergers and dissolutions of companies within the
group," explained Standard & Poor's credit analyst Tom E. Thun.
RSA USA now consists of 12 insurance companies, of which Standard
& Poor's rates six.

"The organizational changes are expected to provide an improved
corporate structure, allowing enhanced managerial oversight and
other operating efficiencies," Mr. Thun added.  Royal Indemnity
Company will remain the lead company, with a 62% share of the RSA
USA pool.

The rating on Desert Ridge was lowered to align it with the rating
on Royal Indemnity.  Royal Indemnity provides a reinsurance
agreement supporting the rating on Desert Ridge's two senior
secured notes, both of which are due on Dec. 31, 2007.  The rating
on Desert Ridge is on CreditWatch negative because of the need to
review and validate guarantees and insurance programs supporting
the debt issuance.  If these guarantees and insurance programs are
found to be sound, it is expected that the rating will be take off
of CreditWatch and affirmed.


DMX MUSIC: Files for Chapter 11 Protection in Delaware
------------------------------------------------------
DMX MUSIC, Inc., a subsidiary of Maxide Acquisition, Inc., and its
U.S. affiliates filed voluntary chapter 11 petitions in the United
States Bankruptcy Court for the District of Delaware to effectuate
an Asset Purchase Agreement for the sale of its domestic and
international operations to THP Capstar, Inc.  The filing does not
include its subsidiaries in Australia, Belgium, Canada, The Czech
Republic, France, Germany, Holland, Hungary, Poland, Spain, Japan
or the United Kingdom.

THP Capstar, Inc., is an affiliate of Capstar Partners, LLC, a
private investment company led by Steve Hicks with a focus on
traditional and early stage investments in broadcast/media,
distributed content and media technology.  Partnering with Capstar
in THP Capstar, Inc., is Trinity Hunt Partners, a Dallas-based,
regionally-focused private equity firm specializing in investments
in established middle market companies in the media,
manufacturing, business services, healthcare and consumer products
industries.  Silver Point Finance, LLC, is providing debt
financing for the transaction.

"This transaction represents very positive news for our customers,
employees, affiliates and other constituents," said Mark D.
Rozells, President and Chief Executive Officer of DMX MUSIC.
"Completing the sale through a Chapter 11 filing will allow us to
significantly reduce our debt and undertake an orderly transition
to our new owners.  Under THP Capstar's ownership, the business
will be able to capitalize on its leading market position,
proprietary technology and significant operational improvements
made since 2002, while having greater access to financial
resources necessary to support our future growth."

Mr. Rozells noted that the Chapter 11 and sale processes will have
no impact on the Company's ability to fulfill its obligations to
its customers and employees.  "During the sale process, we will
continue our commitment to provide the premier music, messaging
and imaging services, audio/video systems, and client support that
our customers have come to expect.  Our daily operations will
continue as usual, our vendors will be paid for all supplies
furnished and services rendered subsequent to the filing, and all
day-to-day aspects of the business will continue without
interruption.  Taking care of our customers is, and will remain,
our number one priority."

                     New Financing Secured

DMX MUSIC has received a commitment for up to $10 million in
debtor-in-possession financing from its current bank group led by
Royal Bank of Canada, subject to court approval.  The DIP
financing will be used to maintain uninterrupted service and
delivery to DMX MUSIC customers during the completion of the sale
transaction, and to ensure payment to vendors for post-petition
purchases in the ordinary course of business.

"With our positive free cash flow, DIP financing, and the
protections provided under the Bankruptcy Code for post-petition
purchases, we are confident our suppliers will continue their
long-term support of us while we complete the sale.  Throughout
the sale process and beyond, we will continue to service our
existing customers, renew current agreements and acquire new
business," Mr. Rozells said.

"[This] action lays the foundation for DMX MUSIC's future
growth by creating a capital structure that will enable DMX MUSIC
to maintain a dominant market presence for many years to come,"
stated Mr. Rozells.

In conjunction with the filing and pursuant to Section 363 of the
Bankruptcy Code, DMX MUSIC also filed a motion for the
establishment of bidding procedures to allow other qualified
bidders to submit higher and better offers to purchase the assets
being sold.  The Company anticipates the sale transaction will be
completed within 60 to 90 days.

Headquartered in Los Angeles, California, DMX MUSIC, Inc. --
http://www.dmxmusic.com/-- is majority-owned by Liberty Digital,
a subsidiary of Liberty Media Corporation, with operations in more
than 100 countries.  DMX MUSIC distributes its music and visual
services worldwide to more than 11 million homes, 180,000
businesses, and 30 airlines with a worldwide daily listening
audience of more than 100 million people.  The Company and its
debtor-affiliates filed for chapter 11 protection on Feb. 14, 2005
(Bankr. D. Del. Case No. 05-10431).  The case is jointly
administered under Maxide Acquisition, Inc. (Bankr. D. Del. Case
No. 05-10429).  Curtis A. Hehn, Esq., Laura Davis Jones, Esq., and
Scotta Edelen McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in debts
and assets.


DMX MUSIC INC: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Maxide Acquisition, Inc.
             12300 Liberty Boulevard
             Englewood, Colorado 80112

Bankruptcy Case No.: 05-10429

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      AEI Music Network, Inc.                    05-10430
      DMX Music, Inc.                            05-10431
      Tempo Sound, Inc.                          05-10433

Type of Business:  Maxide Acquisition dba DMX Music is a leading
                   distributor of commercial-free music to homes,
                   businesses, and airlines in the U.S., Europe,
                   Asia, Australia, and South America.  The
                   Debtors offer more than 500 styles of music
                   organized into a variety of channels delivered
                   by digital cable, satellite, DVD, and the
                   Internet.  DMX serves some 180,000 businesses,
                   including retail chains (The Limited, Macy's,
                   Nine West), as well as some 11 million homes
                   and 30 airlines.  The Debtors also provide
                   sound and video systems engineering and
                   consulting, proprietary delivery platforms,
                   third-party systems equipment, installation,
                   and other sound and video contracting services.
                   See http://www.aeimusic.com/and
                   http://www.dmxmusic.com/

Chapter 11 Petition Date: February 14, 2005

Court:  District of Delaware

Judge:  Mary F. Walrath

Debtors' Counsel: Curtis A. Hehn, Esq.
                  Laura Davis Jones, Esq.
                  Scotta Edelen McFarland, Esq.
                  Pachulski, Stang, Ziehl, Young,
                  Jones & Weintraub P.C.
                  919 North Market Street, 16th Floor
                  Wilmington, Delaware 19801
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Notice, Claims
and Balloting
Agent:            Robert L. Berger & Associates, LLC

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Consolidated list of Debtors' 6 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Royal Bank of Canada             Senior Secured      $20,640,000
Administrative Agent             Bank Debt
One Liberty Plaza                Partially Secured
New York, NY 10006-1404
Tel: (212) 428-6200
Fax: (212) 858-7475

Credit Lyonnais                  Senior Secured      $17,200,000
1301 Avenue of the Americas      Bank Debt
New York, NY 10019               Partially Secured
Tel: (212) 261-7000
Fax: (212) 459-3170

Silver Point Capital L.P.        Senior Secured      $17,200,000
Attn: Jesse C. Watson            Bank Debt
Two Greenwich Plaza, 1st Floor   Partially Secured
Greenwich, CT 06830
Tel: (203) 542-4000
Fax: (203) 542-4100

Bank of Tokyo-Mitsubishi         Senior Secured      $10,320,000
7-1 Marunouchi                   Bank Debt
2-Chome, Chiyoda-Ku              Partially Secured
Tokyo, 100-8388, Japan
Tel: 81-3-3240-1111
Fax: 81-3-3240-8203

Bank of New York                 Senior Secured      $10,320,000
One Wall Street                  Bank Debt
New York, NY 10286               Partially Secured
Tel: (973) 357-7523
Fax: (973) 357-7899

Deutche Bank                     Senior Secured      $10,320,000
60 Wall Street                   Bank Debt
Mail Stop NYC 60-3005            Partially Secured
New York, NY 1005
Tel: (212) 250-8196
Fax: (212) 797-4567


DPL INC: S&P May Lift Ratings Due to Private Funds Interest Sale
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-/B' corporate
credit ratings on utility holding company DPL Inc., and utility
affiliate Dayton Power & Light Company and placed the ratings on
CreditWatch with positive implications.

The rating action is in response DPL's announcement that it has
entered into an agreement to sell the company's interest in
46 private equity funds to a joint venture of AlpInvest Partners
and Lexington Partners Inc.

Dayton, Ohio-based DPL had about $2 billion of debt outstanding as
of Dec. 31, 2004.

"The sale of its higher-risk investment portfolio of private
equity funds would improve the company's overall business risk
profile and should also provide the company with proceeds of about
$850 million pretax upon closing," said Standard & Poor's credit
analyst Brian Janiak.

"The future upward momentum for DPL's credit ratings will be
strongly correlated with the actual timing of the sale of its
investment portfolio and management's ultimate use of proceeds
toward the balancing of debt reduction and re-investment needs in
its core operations," continued Mr. Janiak.

Nevertheless, DPL's new management remains challenged by the
company's elevated debt levels, weak credit protection metrics,
and increased capital expenditure needs for its core utility
operations over the next few years.

Furthermore, management also needs to continue to reconcile DPL's
credibility and improve the company's formerly weak internal
controls and corporate governance issues, as well as resolve all
outstanding legal issues and current investigations by the SEC,
the U.S. Attorney's Office, and the Public Utilities Commission of
Ohio (PUCO).

The next milestones for the company include the filing of its 2004
form 10-K, providing 2005 operational guidance, as well as the
timing and specifics of its planned use of proceeds from its
investment sale.


DUALSTAR TECHNOLOGIES: Winding Down Business
--------------------------------------------
DualStar Technologies Corporation incurred significant operating
losses in the last several fiscal years in its communications
business, and, more recently, in its construction related
businesses.  The Company completed the discontinuance of its
communications business in August 2003.  The construction related
businesses are not presently profitable.  The Company implemented
additional cost containment measures, sought additional financing,
and sought to renegotiate certain contractual obligations.  These
efforts have not made the Company profitable again.  Given the
current U.S. economic climate and market conditions and the
financial condition of the Company, the Company has been unable to
raise additional funds to fund future operating losses that may
occur through the operation of the construction businesses.  The
Company is unable to obtain surety bonds and maintain insurance
coverages in connection with its construction business.  These
factors have created a concern among the Company's current and
potential customers and vendors as to whether it will be able to
fulfill its contractual obligations.  Employee concern about the
future of the business and their continued prospects for
employment is causing them to seek employment elsewhere.  As a
result, the Company has been unable to pursue new work and is
being forced to cease operations and wind down its affairs.
Accordingly, the Company will not be able to continue as a going
concern.

DualStar Technologies Corporation, through its wholly owned
subsidiaries, used to operate electrical and mechanical
construction-related businesses.


ENDURANCE BUSINESS: Moody's Puts B1 Rating on $120MM Sr. Sec. Loan
------------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Endurance
Business Media, Inc.'s proposed senior secured credit facility.

Moody's rating action are:

   * $20 million senior secured revolving credit facility -- B1

   * $100 million senior secured term loan B -- B1

   * Senior implied rating -- B1

   * Issuer rating -- B2

The rating outlook is stable.

The ratings reflect Endurance Business' high leverage, which is
exacerbated by the proposed special dividend payout, its
vulnerability to the real estate market and real estate
advertising, its competition from a number of better capitalized
rivals, and its reliance upon one title for over 90% of its
publishing revenues.

The ratings are supported by the established reputation of
Endurance's flagship publication Homes & Land, the large number of
books published, the wide geographic range of markets covered, the
diversification of its real estate customer base, and a franchise
network which supports relatively high margins.  Moody's
attributes the stability and growth of Endurance Business' organic
growth to the relative resilience of the real estate advertising
sector, despite the recent downturn experienced by the classified
advertising sector as a whole.

At the end of December 2004, pro-forma for the proposed financing,
Endurance Business' leverage (defined as total debt to EBITDA)
increased to approximately 5.2 times compared to approximately
2.5 times prior to the financing. According to Moody's estimates,
Endurance will have the ability to reduce leverage to
approximately 4.1 times by the end of December 2005.

At closing, Endurance Business expects to count on $19 million in
undrawn availability under its bank revolver, representing an
adequate liquidity profile.  The excess cash flow recapture
provision of the proposed credit facility will preclude any
significant build-up in cash.

Proceeds of the proposed rated financings will be used to
refinance $50 million in existing debt, and to remit approximately
$53 million in a special dividend to shareholders.  This dividend
represents an approximately 100% return on the 2004 investment
made by owners Kelso & Company (82% controlling interest) and
management (18% ownership interest).  Pro-forma for the proposed
financing, Endurance Business expects to record total debt of
$102 million, representing an increase over the total debt level
of approximately $50 million prior to the transaction.

Despite a soft advertising environment and competition from rivals
including, Network Communications, Primedia and Trader Publishing,
Endurance has strengthened its revenues through organic sales
growth and through selective acquisitions.  Its extensive
franchise network helps to reduce sales and marketing expenses and
permits a relatively low level of corporate overhead.

Two wholly owned printing companies currently handle all of
Endurance's print production.  These subsidiaries also perform
commercial print jobs for unrelated customers, contributing a
significantly lower cash flow margin than Endurance's core real
estate publishing business.  Over time, and with the further
growth of print work for Endurance's own publications, the company
expects to de-emphasize its third party commercial printing
business.

Ratings lift would likely result if management can continue to
transition into its higher margined publishing business and
demonstrate an ability to delever below four times debt to EBITDA.
Conversely, ratings could be lowered if the real estate market
becomes unable to support current levels of advertising spending,
if a number of Endurance's properties experience market saturation
or if competitors engage in predatory pricing strategies.

The B1 senior secured revolver and term loan are rated at parity
with the senior implied rating, as facilities represent the
preponderance of Endurance's proposed capital structure.  Lenders
are secured by a pledge of the stock of the operating subsidiaries
and a lien on all assets.  Moody's expects that the $20 million
revolving credit facility will receive only temporary seasonal
drawings.

Headquartered in Tallahassee, Florida, Endurance Business Media,
Inc., is a publisher of real estate guides and a commercial
printer.  In 2004, the Company reported revenues of $83 million.


ENDURANCE BUSINESS: S&P Puts B Rating on $120 Million Bank Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating and its recovery rating of '3' to Endurance Business Media
Inc.'s -- EBM -- $120 million senior secured credit facilities,
indicating an expected meaningful recovery (50%-80%) of principal
in the event of a payment default.  The facilities consist of a
$20 million revolving credit facility due 2011 and a $100 million
term loan B due 2012.

In addition, Standard & Poor's assigned a 'B' corporate credit
rating to the company.  Pro forma total debt was $102 million at
Dec. 31, 2004.  Tallahassee, Florida-based EBM is a leading
publisher of targeted real estate classified adverting magazines.

The company was acquired in a $100 million January 2004 leveraged
buyout by Kelso & Company.  Proceeds from the transaction will be
used to refinance existing debt and make a $53 million shareholder
dividend, matching their original equity investment.  The rating
outlook is stable.

"The rating on EBM reflects its niche position in the increasingly
competitive and cyclical real estate classified advertising
market, its narrow product range and small earnings base, high
financial leverage, and the risks arising from the migration of
its classified real estate advertising revenues to the Internet,"
said Standard & Poor's credit analyst Hal Diamond.

"These negative factors are minimally offset by EBM's established
position in magazine-based real estate classified advertising, its
moderately diverse customer and readership base, and its
relatively high conversion of EBITDA to discretionary cash flow,"
Mr. Diamond added.


ENRON CORP: Court Extends Some Claim Objection Deadlines
--------------------------------------------------------
Pursuant to the Order confirming their Chapter 11 Plan,
Reorganized Enron Corporation and its debtor-affiliates have until
March 14, 2005, to file objections to claims.

As part of their claims reconciliation process, the Reorganized
Debtors have distributed around $19 million to entities holding
allowed secured, priority, administrative and convenience class
claims in accordance with the Plan.  As of February 7, 2005, the
Debtors have filed more than 70 omnibus objections contesting
around 16,000 claims.  In addition to the Omnibus Objections, the
Debtors filed numerous individual objections that contest about
1,800 Claims.

The Reorganized Debtors have also utilized Court-approved
procedures regarding estimation of claims for all purposes.
Pursuant to the Estimation Procedures, over 300 claims have been
estimated, resulting in the disallowance of over 250 claims.

Furthermore, to minimize the number of objections that must be
filed, the Reorganized Debtors convinced numerous claimants to
withdraw claims that have little or no merit, and have engaged in
settlement negotiations and consensually resolved thousands of
claims by stipulation.  In total, over 17,000 claims have been
fully resolved, representing over $797 billion in claims.  More
than 11,000 claims have been disallowed, expunging over
$715
billion in claims against the estates.  More than 1,900 claims,
totaling over $54 billion, have been withdrawn and more than
2,300 claims have been either allowed or subordinated.  In
addition, the Debtors have identified roughly 2,400 claims for
allowance.

Objections to approximately 3,400 claims, representing about
$40 billion in claims, are currently pending before the Court,
which includes more than 2,500 claims subject to pending omnibus
objections.  The Reorganized Debtors anticipate filing objections
or otherwise resolving the vast majority of outstanding claims by
the Initial Claim Objection Deadline except under certain limited
circumstances.

At the Reorganized Debtors' request, the Court extends the
objection deadline for claims under these limited circumstances:

A. Initial Objection

    With respect to claims that are subject to a pending or
    adjourned Omnibus Objection or individual objection as of
    March 14, 2005, the deadline for the Debtors to object to
    those claims is extended to the latter of:

       (i) 60 days from the date on which the Court denies the
           Initial Objection; and

      (ii) 60 days from the date on which any appellate court
           enters a final order from an appeal of the final order
           of the Bankruptcy Court granting the Initial Objection.

B. MegaComplaint Litigation

    The Debtors have filed a complaint against numerous banks,
    investment banks and certain of their affiliates, seeking
    recovery of allegedly preferential or fraudulent transfers.
    The Debtors also want the Court to disallow and subordinate
    the claims filed by the MegaComplaint Defendants.

    The Debtors have already objected significantly to the claims
    filed by the MegaComplaint Defendants based on Section 502(d)
    of the Bankruptcy Code, but the objections were not based on
    the amount of the claim filed.  If these claims are disallowed
    under Section 502(d), or subordinated, the MegaComplaint
    Defendants would not be entitled to receive any recovery on
    them.

    So as not to require the Debtors to expend estate assets to
    prepare and file objections to the MegaComplaint Defendants'
    Claims until after the conclusion of the MegaComplaint
    litigation, the Court extends the Claim Objection Deadline to
    the latter of:

       (i) 60 days from the date the Court enters a final order
           approving a motion under Rule 9019 of the Federal Rules
           of Bankruptcy Procedure resolving the MegaComplaint
           Litigation;

      (ii) 60 days from the date on which the Court enters a final
           judgment with respect to the MegaComplaint Litigation;
           and

     (iii) 60 days from the date on which any appellate court
           enters a final order from an appeal of the final
           judgment of the Bankruptcy Court with respect to the
           MegaComplaint Litigation.

C. Pending Adversary Proceedings

    Included in the Debtors' pending adversary proceedings are
    five groups of avoidance actions:

       -- Vendor Avoidance Actions;

       -- Creditors' Committee Initiated Actions and Employment
          Related Issues Committee Initiated Actions;

       -- the Citigroup Action;

       -- Equity Transactions Avoidance Actions; and

       -- Guaranty Avoidance Actions.

    Pending Adversary Proceedings also include cases subject
    to that certain Mediation Order governing Trading Cases, which
    directs mediation for all adversary proceedings involving
    trading agreements, and stays all other litigation activity
    related to the proceedings.  Many of the non-debtor parties to
    the Trading Cases have filed claims relating to the contracts
    at issue in the Trading Cases.  Some of these claims are
    subject to an initial objection, asserted in the complaints
    commencing the Trading Cases, and there are some claims as to
    which no objection has been interposed as of February 7, 2005.

    The Debtors have had success settling claims as part of these
    Pending Adversary Proceedings and expect to continue to do so.
    Given that Rule 16 scheduling orders are or will be put in
    place with regard to many of these Pending Adversary
    Proceedings, the Court suspends the objection deadline for the
    claims filed by a claimant that is a party in a Pending
    Adversary Proceeding and sets the objection deadline for these
    claims as part of the Rule 16 scheduling process.

    For claims filed by a claimant that is a party in a Pending
    Adversary Proceeding where a Rule 16 scheduling order will not
    be put in place, and for claims filed by a claimant that is a
    party in any other Pending Adversary Proceeding not otherwise
    covered by a pending or adjourned Omnibus Objection or
    MegaClaim Litigation, the Court extends the Initial Claim
    Objection Deadline to the latter of:

       (i) 60 days from the date on which the Court enters a final
           order approving a Rule 9019 motion resolving the
           Pending Adversary Proceeding;

      (ii) 60 days from the date on which the Court enters a final
           judgment with respect to the Pending Adversary
           Proceeding; and

     (iii) 60 days from the date on which any appellate court
           enters a final order from an appeal of the final order
           of the Bankruptcy Court resolving the Pending Adversary
           Proceeding.

    For Trading Cases and Debt Declaratory Judgment Cases, the
    Court suspends the Initial Claim Objection Deadline for claims
    filed by the non-debtor parties that relate to the same
    contract or contracts at issue in the Trading Cases or Debt
    Declaratory Judgment Cases, and set the objection deadline for
    these claims as part of the Rule 16 scheduling process if
    applicable, or extends the Initial Claim Objection Deadline to
    the latter of:

       (i) 60 days from the date on which the Court enters a final
           order approving a Rule 9019 motion resolving the
           Trading Case or Debt Declaratory Judgment Case;

      (ii) 60 days from the date on which the Court enters a final
           judgment with respect to the Trading Case or Debt
           Declaratory Judgment Case; and

     (iii) 60 days from the date on which any appellate court
           enters a final order from an appeal of the final order
           of the Bankruptcy Court resolving the Trading Case or
           Debt Declaratory Judgment Case.

D. Settlements

    With respect to claims that are subject to a signed
    settlement agreement between the Debtors and a claimant
    entered into on or before the Initial Claim Objection
    Deadline, the Court extends the objection deadline to the
    latter of:

       (i) 60 days from the date on which the Court enters an
           order denying the Rule 9019 Motion seeking approval of
           the Settlement Agreement;

      (ii) 60 days from the date that the Debtors determine that
           the Settlement Agreement cannot close; and

     (iii) 60 days from the date on which any appellate court
           enters a final order from an appeal of an order of the
           Bankruptcy Court resolving the Rule 9019 Motion.

    With regard to those circumstances where the Court has been
    apprised of a settlement between parties subject only to
    completion and submission of a final Settlement Agreement,
    Judge Gonzalez extends the objection deadline for those claims
    to the latter of:

       (i) 60 days from the date on which the Court enters an
           order denying the Rule 9019 Motion seeking approval of
           the Settlement Agreement;

      (ii) 60 days from the date that the Debtors determine that
           completion of the Court Apprised Settlement cannot be
           reached; and

     (iii) 60 days from the date on which any appellate court
           enters a final order from an appeal of the final order
           of the Bankruptcy Court with respect to the Rule 9019
           Motion.

E. Governmental Proceedings

    For claims arising from the resolution of certain governmental
    actions and proceedings, the Court extends the Debtors'
    deadline to object to those claims to the latter of:

       (i) 60 days from the date on which a final order in the
           relevant Governmental Proceeding is issued; or

      (ii) 60 days from the date on which any appellate court
           enters a final order reversing or vacating the final
           order of the relevant Governmental Proceeding.

F. Unknown Claims

    For claims that are currently unknown to the Debtors or for
    some reason are filed after the Effective Date, the Court
    extends the objection deadline to the latter of:

       (i) 60 days after the date on which the Debtors receive
           notice of the claim; and

      (ii) 60 days after the Initial Claim Objection Deadline.

The Reorganized Debtors reserve the right to seek a further
extension of the Initial Claim Objection Deadline.

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

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


EXIDE TECH: Agrees to Amend Credit Agreement with Deutsche Bank
---------------------------------------------------------------
Exide Technologies, Exide Global Holding Netherlands, and
Deutsche Bank AG New York, as administrative agent, agreed to
amend their Credit Agreement dated May 5, 2004.

                         First Amendment

According to J. Timothy Gargaro, Exide Technologies' Executive
Vice President and Chief Financial Officer, the Credit Agreement
requires the Company to comply with financial covenants with
respect to certain ratios and tests, as defined in the Credit
Agreement, including interest coverage, leverage, EBITDAR, asset
coverage and capital expenditures.

Principally as a result of the dramatic increase in lead costs
year on year and the resultant adverse impact upon the Company's
results, in November 2004, the Company was required to obtain
amendments to certain financial covenants with respect to
earnings before interest, taxes, depreciation, amortization and
restructuring and leverage contained in the Credit Agreement.

In addition, the Credit Agreement has been amended with respect
to the treatment of proceeds from insurance recoveries.

A full-text copy of the First Amendment and Waiver to the Credit
Agreement is available for free at:

      http://sec.gov/Archives/edgar/data/813781/000119312504197324/dex43.htm

                          Second Amendment

Due to the fact that the Company failed to satisfy its leverage
ratio covenant as of December 31, 2004, under the Credit
Agreement, in February 2005, the Company received a waiver of the
leverage ratio covenant from its lenders, as well as amendments
relating to the Company's proposed senior note offering.

"Although there can be no assurances, the Company believes,
taking into account the Credit Agreement amendments and based
upon its updated financial forecasts and plans, that it will
comply with these covenants for the foreseeable future," Mr.
Gargaro says.  "Failure to comply with such covenants, without
waiver, would result in an event of default under the Credit
Agreement.  If the Company were not able to maintain compliance
with these covenants, it would have to consider additional
actions, including refinancings, asset sales and further
restructurings."

Mr. Gargaro notes that Credit Agreement borrowings are guaranteed
by substantially all of Exide's subsidiaries and are secured by
substantially all of the assets of the Company and the subsidiary
guarantors.  The Credit Agreement also contains other customary
covenants, including reporting covenants and covenants that
restrict the Company's ability to incur indebtedness, create or
incur liens, sell or dispose of assets, make investments, pay
dividends, change the nature of the Company's business or enter
into related party transactions.

Mr. Gargaro informs the Securities and Exchange Commission that
total availability under the Credit Agreement as of
December 31, 2004, was $65,755,000 reflecting borrowings under
the Revolving Loan Facility and the issuance of $32,888,000
outstanding letters of credit, principally to support certain
environmental and workers' compensation obligations of the
Company.

A full-text copy of the Second Amendment and Waiver to the Credit
Agreement is available for free at:

      http://sec.gov/Archives/edgar/data/813781/000119312505029214/dex44.htm

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


FAIRFAX FINANCIAL: Incurs $17.8 Million Net Loss for 2004
---------------------------------------------------------
Fairfax Financial Holdings Limited (TSX:FFH.SV)(NYSE:FFH) reported
that it had net earnings of $5.6 million in the fourth quarter of
2004 and a net loss of $17.8 million for the 2004 year, and that
it ended the year with a very strong financial position.
Operating highlights for 2004 were as follows:

   -- Earnings from operations before income taxes were
      $139.1 million in 2004 (2003 $527.5 million), after
      $252.7 million of losses from the third quarter hurricanes
      and $104.1 million of non-trading realized losses.

   -- The combined ratio of the company's continuing insurance and
      reinsurance operations improved to 90.6% in the fourth
      quarter of 2004 from 97.4% in 2003, and to 97.5% for the
      full year from 97.6% in 2003.  The 97.5% combined ratio in
      2004 included 5.1 combined ratio points arising from the
      third quarter hurricanes.

   -- In the fourth quarter, following an independent ground-up
      study, Crum & Forster increased its asbestos reserves by
      $100 million, all of which was covered by aggregate stop
      loss reinsurance, and the runoff group strengthened its
      construction defect reserves by $50 million.  Crum &
      Forster's full-year net cost related to development of prior
      years' loss reserves, including redundancies and the fourth
      quarter $100 million increase of asbestos reserves, was
      $25 million.

   -- Net premiums written at the company's continuing insurance
      and reinsurance operations increased 7.1% in 2004 to
      $4.4 billion.

   -- Underwriting profit at the company's continuing insurance
      and reinsurance operations increased to $108.4 million in
      2004 from $87.7 million in 2003.

   -- Cash flow from operations at Northbridge, Crum & Forster and
      OdysseyRe remained strong at $948.4 million in 2004 compared
      to $1,099.2 million in 2003.

   -- Total interest and dividends increased to $366.7 million in
      2004 from $330.1 million in 2003, due primarily to an
      increase in yield resulting from the reinvestment of a
      significant portion of the cash and short term investments,
      primarily in U.S. treasury bonds, and to increased
      investment portfolios reflecting positive cash flow from
      continuing operations.

   -- Realized gains on investments in 2004 totalled
      $288.3 million, after $104.1 million of non-trading losses,
      compared to $845.9 million in 2003.  The $104.1 million of
      losses consisted of $77.1 of mark to market changes in fair
      value, recorded as realized losses, primarily relating to
      the economic hedges put in place by the company against a
      decline in the equity markets, and $27.0 of costs, recorded
      as realized losses, in connection with the company's
      repurchase of outstanding debt at a premium to par.

   -- The company had $566.8 million of cash, short term
      investments and marketable securities at the holding company
      level at December 31, 2004.

   -- During 2004, the company issued $300 million of equity to
      long term investors, and through debt issues and a debt
      exchange offer issued $466.4 million of investment grade
      debt due in 2012, resulting in meaningful deleveraging and
      effectively removing any external debt maturities until
      2012.

   -- Cash and investments (net of $539.5 of liabilities for
      economic hedges against a decline in the equity markets)
      increased to $13.5 billion at December 31, 2004 from
      $12.6 billion at the end of 2003.

   -- The unrealized gain on portfolio investments was
      $428.3 million at the end of 2004, compared to
      $244.9 million at the end of 2003.

   -- Total common shareholders' equity increased to $3.0 billion
      at Dec. 31, 2004, from $2.7 billion at Dec. 31, 2003, but
      because the 2004 equity issue was done below book value,
      common shareholders' equity per basic share decreased to
      $184.86 at Dec. 31, 2004 from $192.81 at the end of 2003.

   -- At Dec. 31, 2004, United States Fire Insurance, Crum &
      Forster's principal operating subsidiary, remained in a
      positive earned surplus position, with a dividend capacity
      in 2005 of approximately $88 million, while North River
      Insurance, Crum & Forster's other significant operating
      subsidiary, which previously lacked dividend capacity, moved
      to a positive earned surplus position (thereby achieving
      dividend capacity) of approximately $5 million.

The results for the fourth quarter of 2004 were impacted by
$62.6 million of mark to market changes in fair value, recorded as
realized losses, relating to the economic hedges put in place by
the company against a decline in equity markets; $24.8 of costs,
recorded as realized losses, in connection with the company's
repurchase of outstanding debt at a premium to par; and the
reserve strengthenings mentioned for asbestos claims at Crum &
Forster and for construction defect claims at the runoff
operations.

There were 13.9 and 14.0 million weighted average shares
outstanding during 2004 and 2003 respectively (14.1 and
13.9 million during the fourth quarters of 2004 and 2003
respectively).  At the end of 2004, there were 16,091,529 shares
effectively outstanding.

Fairfax Financial Holdings Limited is a financial services holding
company, which, through its subsidiaries, is engaged in property
and casualty insurance and reinsurance, investment management and
insurance claims management.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2004,
Fitch Ratings commented that Fairfax Financial Holdings Limited's
ratings and Rating Watch Negative status are unaffected by its
recent disclosures via its third-quarter 2004 financial filings
and investor conference held on November 8, 2004.

These ratings remain on Rating Watch Negative by Fitch:

   * Fairfax Financial Holdings Limited

     -- No action on long-term issuer rated 'B+';
     -- No action on senior debt rated 'B+'.

   * Crum & Forster Holdings Corp.

     -- No action on senior debt rated 'B'.

   * TIG Holdings, Inc.

     -- No action on senior debt rated 'B';
     -- No action on trust preferred rated 'CCC+'.

   * Members of the Fairfax Primary Insurance Group

     -- No action on insurer financial strength rated 'BBB-'.

   * Members of the Odyssey Re Group

     -- No action on insurer financial strength rated 'BBB+'.

   * Members of the Northbridge Financial Insurance Group

     -- No action on insurer financial strength rated 'BBB-'.

   * Members of the TIG Insurance Group

     -- No action on insurer financial strength rated 'BB+'.

   * Ranger Insurance Co.

     -- No action on insurer financial strength rated 'BBB-'.

The members of the Fairfax Primary Insurance Group include:

   * Crum & Forster Insurance Co.
   * Crum & Forster Underwriters of Ohio
   * Crum & Forster Indemnity Co.
   * Industrial County Mutual Insurance Co.
   * The North River Insurance Co.
   * United States Fire Insurance Co.
   * Zenith Insurance Co. (Canada)

The members of the Odyssey Re Group are:

   * Odyssey America Reinsurance Corp.
   * Odyssey Reinsurance Corp.

Members of the Northbridge Financial Insurance Group include:

   * Commonwealth Insurance Co.
   * Commonwealth Insurance Co. of America
   * Federated Insurance Co. of Canada
   * Lombard General Insurance Co. of Canada
   * Lombard Insurance Co.
   * Markel Insurance Co. of Canada

The members of the TIG Insurance Group are:

   * Fairmont Insurance Company
   * TIG American Specialty Ins. Company
   * TIG Indemnity Company
   * TIG Insurance Company
   * TIG Insurance Company of Colorado
   * TIG Insurance Company of New York
   * TIG Insurance Company of Texas
   * TIG Insurance Corporation of America
   * TIG Lloyds Insurance Company
   * TIG Specialty Insurance Company


FALCON PRODUCTS: Can Use Up to $45 Million in DIP Financing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
granted interim approval of a $45 million debtor-in-possession
(DIP) credit facility, providing Falcon Products, Inc. (OTC: FCPR)
with liquidity to enable it to maintain normal and uninterrupted
operations while it completes its financial restructuring.

The Company received court approval of its first day motions,
including the continued payment of employee salaries and benefits,
the ability to honor warranties and other obligations to customers
and the ability to honor obligations to the Company's independent
sales representatives.

Following interim approval of the DIP financing, which was
received on Feb. 4, the Company used initial borrowings to repay
the Company's existing revolving credit facility and to make post-
petition payments to vendors.  The Company said it expects to
receive approval of the balance of the DIP financing commitment at
a hearing scheduled on Feb. 23, 2005.

"We are very pleased with the rapid progress of our consensual
financial restructuring," said Frank Jacobs, chairman of Falcon
Companies.  "Together with our largest bond holders, Oaktree
Capital Management, LLC, and Whippoorwill Associates, Inc., we are
finalizing an agreement in principal to reduce Falcon's debt by
$145 million, which will lower annual interest costs by
$17 million.  The DIP financing that we have put in place will
enable us to obtain goods and services from our vendors which, in
turn, will allow us to provide uninterrupted service to our valued
customers."

Jordon Kruse, vice president of Oaktree, which has over
$28 billion of capital under management, said, "Falcon Products is
fundamentally a strong company with a talented management team and
clear industry leadership, but it is burdened with an
unsupportable level of debt.  We are committed to a restructuring
of that debt which will enable Falcon to emerge as a financially
healthy company with the resources to support growth and long-term
success."

Mr. Kruse said that the Chapter 11 process offers the fastest and
most efficient means of restructuring the company's balance
sheet.
"Chapter 11 is expressly designed to allow sound operating
businesses like Falcon to reduce their debt levels," he said.

Mr. Jacobs expressed appreciation to Falcon's customers for their
confidence and to employees and vendors for their continued
support.  He said that the company's management team and its
financial partners were committed to a timely completion of the
restructuring and reorganization of the company.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc. --
http://www.falconproducts.com/--design, manufacture, and market
an extensive line of furniture for the food service, hospitality
and lodging, office, healthcare and education segments of the
commercial furniture market.  The Debtor and its eight debtor-
affiliates filed for chapter 11 protection on January 31, 2005
(Bankr. E.D. Mo. Case No. 05-41108).  Andrew M. Parlen, Esq., Eve
H. Karasik, Esq., Jeffrey C. Krause, Esq., Marina Fineman, Esq.,
Robert A. Greenfield, at Stutman, Treister & Glatt, PC, and Brian
Wade Hockett, Esq., and Mark V. Bossi, at Thompson Coburn LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.  On January 31,
the Company entered into an agreement in principal with the
holders of a majority in principal amount of its Senior
Subordinated Notes to convert $100 million of Falcon's Senior
Subordinated Notes into common stock and to create a $45 million
rights offering for holders of the Senior Subordinated Notes to
further reduce its debt.


FRANK'S NURSERY: Soliciting Offers for Certain Properties
---------------------------------------------------------
Frank's Nursery & Crafts, Inc., which filed for Chapter 11
bankruptcy protection on Sept. 8, 2004, is soliciting offers for
certain properties at this time.

The Company is continuing to explore its alternatives with respect
to the remainder of its real property holdings.

The sales of the properties will be subject to an auction process
and Bankruptcy Court approval.

To obtain information regarding participating in the sale process
for the above properties, contact the Company's real estate
consultants:

            Keen Consultants, LLC
            Michael Matlat
            Tel. No. : (516) 482-2700, x230
            Fax: (516) 482-5764
            E-mail: mmatlat@keenconsultants.com

Headquartered in Troy, Michigan, Frank's Nursery & Crafts, Inc.,
operated the largest chain (as measured by sales) in the United
States of specialty retail stores devoted to the sale of lawn and
garden products. Frank's Nursery and its parent company, FNC
Holdings, Inc., each filed a voluntary chapter 11 petition in the
U.S. Bankruptcy Court for the District of Maryland on
Feb. 19, 2001. The companies emerged under a confirmed chapter 11
plan in May 2002.  Frank's Nursery filed another chapter 11
petition on September 8, 2004 (Bankr. S.D.N.Y. Case No. 04-15826).
Allan B. Hyman, Esq., at Proskauer Rose LLP, represents the
Debtor.  In the Company's second bankruptcy filing, it listed
$123,829,000 in total assets and $140,460,000 in total debts.


FREEDOM MEDICAL: Wants Until Plan Confirmation to Decide on Leases
------------------------------------------------------------------
Freedom Medical, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for an extension of its time to
decide whether to assume, assume and assign, or reject unexpired
leases of nonresidential real property pursuant to Section
365(d)(4) of the Bankruptcy Code.  The Debtor asks that its lease
decision period be extended through confirmation of a chapter 11
plan of reorganization.

The Debtor is currently in the process of evaluating each of its
16 leased locations to determine whether certain operations should
be consolidated or restructured.  Also, Freedom Medical's decision
will be affected by the retention of Penn Hudson Financial Group,
Inc., as its restructuring consultants.

The Debtor submits that at this stage, it is premature to assume
or reject leases, which might prove cumbersome or important in the
ultimate reorganization.

Headquartered in Exton, Pennsylvania, Freedom Medical, Inc.,
-- http://www.freedommedical.com/-- sells electronic medical
equipment and related services to hospitals, alternate site
healthcare providers, and EMS transport organizations.  The
Company filed for chapter 11 protection on December 29, 2004
(Bankr. E.D. Pa. Case No. 04-37092).  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $50 million.


FRIEDMAN'S INC: Will Close 165 Underperforming Stores
-----------------------------------------------------
Friedman's, Inc., (OTC: FRDMQ.PK) will seek the
U.S. Bankruptcy Court for the Southern District of Georgia's
approval in its chapter 11 reorganization to close up to
165 underperforming stores in 17 states and sell in excess of
$25 million of inventory through a Court-approved disposition
process.  Following the completion of the store-closing program,
Friedman's will operate approximately 481 stores in 20 states.

The store-closing program, which was previously reviewed with the
Official Committee of Unsecured Creditors appointed in the
Company's chapter 11 cases, was approved by the Company's Board of
Directors on Monday and pleadings were filed in the Bankruptcy
Court on Monday evening.  The Bankruptcy Court has scheduled a
hearing on the store-closing program on March 2, 2005 and will
consider procedural matters related to the motion filed in support
of the store-closing program at a separate hearing on
Feb. 22, 2005.

The decision to close the stores followed a review of Friedman's
existing store operations as part of the Company's reorganization
strategy to improve operations and financial performance, said
President and Chief Executive Officer Sam Cusano.  "In determining
which stores to close, we evaluated our store operations,
including each store's historical operating results, recent
performance during the 2004 holiday selling season, the age,
location, physical condition and operating lease for each store,
each store's credit and collection performance, regional economic
factors and infrastructure costs to service these stores.  As
Friedman's moves forward in its restructuring, this action will
allow the company to focus its resources on those stores that have
stronger prospects for future growth.  While this decision was an
extremely difficult one, we are focused on restructuring
opportunities which should make a meaningful contribution to the
Company's reorganization and will maximize the Company's overall
business enterprise value for our stakeholders."

The Company noted the stores plan to continue to operate until all
merchandise is sold.  Mr. Cusano said the stores will remain open
and operate as usual while the Company prepares for inventory
disposition sales, which, pending Court approval, are expected to
begin the first week of March.

                    List of Closing Stores

    STORE #    CENTER            STREET ADDRESS                 CITY
ST
    4000    Norgate Plaza     7255 North Keystone Ave,
                              Suite A                      Indianapolis
IN
    4005    Dellview Market   1803 Vance Jackson,
            Place             Suite 400                    San Antonio
TX
    4006    Mustang Shopping  218 North Mustang Mall       Mustang
OK
            Center            Terrace
    4008    Knoxville Center  3001 Knoxville Center
                              Drive, Suite G10A            Knoxville
TN
    4011    Shoppes at Fort   3450 Valley Plaza Parkway    Fort Wright
KY
    4012    Centre at Lilburn 40360 Lawrenceville Hwy
                              Suite 09                     Lilburn
GA
    4013    Indian Creek      10625 Pendleton Pike
                              Suite A-5                    Indianapolis
IN
    4014    Greenfield        1937 Melody Lane             Greenfield
IN
            Station
    4017    Taylor'S Square   3023 Wade Hampton Blvd
                              Suite S                      Taylors
SC
    4020    Wal-Mart          2480 E. Wabash Street        Frankfort
IN
            Supercenter
    4021    Lawton Plaza      2413 Northwest 67th Street   Lawton
OK
    4022    Quincy Commons    1978 Pat Thomas Parkway      Quincy
FL
    4023    Millenia Plaza    4640 Millenia Plaza Parkway  Orlando
FL
    4026    Town & Country    16763 Clover Road Unit 7     Noblesville
IN
            Shopping Center
    4027    Irving Mall       3811 Irving Mall             Irving
TX
    4031    Wal-Mart          2308 Treasury Drive,
            Supercenter       Suite A-1                    Cleveland
TN
    4034    Waldon Park       10900-B Lakeline Mall Drive,
                              Suite 250                    Austin
TX
    4036    Tyler Shopping    6751 South Broadway          Tyler
TX
            Center
    5009    Ashland Square    123 Hill Carter Parkway      Ashland
VA
            Shopping Center
    5015    College Park      3467 W. 86th St              Indianapolis
IN
            Plaza
    5019    Jasper Mall       300 Hwy 78 East, Suite 154   Jasper
AL
    5044    Centre at Evans   4455 Washington Road,
                              Space 8                      Evans
GA
    5046    Oliver Creek      6535 Atlanta Hwy, Shop 5     Montgomery
AL
            Crossing
    5054    Whitewater Trade  2110 Park Road               Connersville
IN
            Center
    5062    Colonial Mall     10177 North King's Highway   Myrtle Beach
SC
            Myrtle Beach
    5072    Shannon Mall      553 Shannon Mall             Union City
GA
    5078    Lakeland Plaza    543 Lakeland Plaza           Cumming
GA
    5079    Town Center Mall, 400 Earnest Barrett Pkyway   Kennesaw
GA
            Suite 160
    5081    Cumberland Mall   1165 Cumberland Mall         Atlanta
GA
    5082    Oak Hollow Mall   921 Eastchester Drive,
                              Suite 2060                   High Point
NC
    5089    College Mall      2862 East 3rd Street
                              Suite B                      Bloomington
IN
    5097    University Square University Square Mall,
            Mall              Space 2159                   Tampa
FL
    5098    Ennis Plaza       1012 East Ennis Ave,
                              Suite G                      Ennis
TX
    5102    Menger Crossing   1375 South Main Street,
                              Suite 201                    Boerne
TX
    5105    Fleming Island    5000 US Hwy 17 South
                              Unit 15&16                   Orange Park
FL
    5106    Gulf View Mall    9409 US Hwy 19 Suite 215 A   Port Richey
FL
    5108    North Hill Centre 1186 North Hills Centre      Ada
OK
    5109    Leigh Mall        1404 Old Aberdeen Road
                              Space 2B                     Columbus
MS
    5110    Clayton Town      12977 US Hwy 70 West         Clayton
NC
            Center
    5112    College Central   2886 South Rutherford Blvd   Murfreesboro
TN
            Shopping Center
    5113    Crystal River     1801 North West Hwy 19,
            Mall              Suite 413                    Crystal River
FL

    5118    Bradford Plaza    701 N Main Street,
                              Suite 701                    Stillwater
OK
    5122    Colerain Towne    10206 Colerain Ave #21       Cincinnati
OH
            Center
    5123    Walmart Shopping  1539 Martin Luther King Blvd,
            Center            Suite 108                    Houma
LA

    5124    Scioto Square     1637 US Route 36 East        Urbana
OH
    5128    Troy Towne Center 1875 West Main Street
                              Suite A-102                  Troy
OH
    5135    Grant Line Center 2936 Grant Line Road         New Albany
IN
    5137    Riverboat Plaza   1800 Wayne Road Unit B       Savannah
TN
            Shopping Center
    5138    Wal-Mart          2202 Hwy 431                 Boaz
AL
            Shopping Center
    5139    The Shoppes at    541 West Church Street,
            Lexington         Suite E                      Lexington
TN
    5142    The Shops at      1017 Mulberry Ave            Selmer
TN
            Selmer
    5145    Mane Street       1866 N. Mane Street
            Centre            Space A-7                    Shelbyville
TN
    5147    Casselberry       1455 Semoran Blvd
            Square            Suite 213                    Casselberry
FL
    5149    Townfair Center   1987 S. Hurstbourne Parkway  Louisville
KY
    5150                      260 Forest Gate              Brevard
                              Center, Shop #7             (Pisgah Forest)
NC
    5153    Wilker Plaza      802 US 421 West              Wilkesboro
NC
            Shopping Center
    5161    Crossroads        1116 Crossroads Dr           Statesville
NC
            Statesville
            Center
    5167    Wal-Mart Center   257 Premier Blvd             Roanoke Rapids
NC
    5168    Expo Center       1301 Hervey Street, Suite A  Hope
AR
    5169    North Summit      264 Summit Square Blvd       Winston Salem
NC
            Square
    5171    Wal-Mart Plaza    2239 N Morton Street,
                              Suite F                      Franklin
IN
    5173    Woodward Plaza    3305 First Street            Woodward
OK
    5180    Diamond Plaza     906-908 Ruth Street          Sallisaw
OK
    5181    Davis Towne       8528 Davis Blvd Suite 205    North Richland
            Crossing SC                                    Hills
TX
    5182    Durant Shopping   519 University Place
            Center            Unit 201                     Durant
OK
    5190    Northlite Commons 2239 Spider Drive North
                              East                         Concord
NC
    5193    The Shoppes at    5550 McFarland Blvd
            Northport         Suite 400                    Northport
AL
    5195    Pulaski Shopping  1653 W. College Street       Pulaski
TN
            Center
    5197    Salisbury Mall    1935 Jake Alexander Blvd
                              West Suite B-F               Salisbury
NC
    5200    Austin Highway    1432 Austin Hwy Suite 102    San Antonio
TX
            Shopping Center
    5213    Greenwood West    2326 Highway 82 West         Greenwood
MS
            SC
    5219    Monkey Junction   5120 South College Road
            Plaza             Space 104                    Wilmington
NC
    5230    Columbus Corners  212 Columbus Corners         Whiteville
NC
    5231    The Oxford        2545 W. Jackson Ave.         Oxford
MS
            Marketplace
    5234    Pemberton Square  Pemberton Square Blvd,
            Mall              Space 39                     Vicksburg
MS
    5245    Piedmont Mall     325 Piedmont Drive, Suite C  Danville
VA
    5246    Wilders Grove     4111 New Bern Ave            Wilders Grove
NC
            Shopping Center
    5250    Franklin Plaza    289 Franklin Plaza
            Shopping Center   Shopping Center              Louisburg
NC
    5254    Tri-Lake          105-3 John R. Lovelace Dr.   Batesville
MS
            Shopping Center
    5266    Eastland Mall     5521 Central Ave,
                              Space Dt 9                   Charlotte
NC
    5280    Janaf Shopping    5900 Virginia Bch Blvd       Norfolk
VA
            Center, Unit 150
    5310    Fort Henry Mall   2101 Fort Henry Drive,
                              Space E-32                   Kingsport
TN
    5326    Prien Lake Mall   404 W. Prien Lake Road       Lake Charles
LA
            G-7
    5333    Crescent Commons  2016 Kildaire Farm Road      Cary
NC
            S.C.
    5338    Jacksonville      2070 John Harden Drive,
            Plaza             Suite M                     Jacksonville
AR
    5351    Cades Center      1401 West Reelfoot Ave,
                              Suite 107                    Union City
TN
    5353    Audubon Village   2480 US 41 North Suite T     Henderson
KY
    5355    Eagle Ridge Mall  758 Eagle Ridge Drive        Lake Wales
FL
    5363    Brazos Mall       100 Hwy 332 W., Suite 1320   Lake Jackson
TX
    5376    Talladega Commons 216 Haynes Street, Suite A   Talladega
AL
            SC
    5380    Arrowhead Mall    501 N. Main Street           Muskogee
OK
    5381    Fox Run Shopping  751 N. Solomns Island Road   Prince
            Center                                         Frederick
MD
    5384                      1079 Hwy 90 E. Suite 2       Bayou Vista
LA
    5385    Golden Triangle   2201 South IH-35E,
            Mall              Suite M-6                    Denton
TX
    5395    Selma Plaza       2414 Kimble Road, Suite B    Selma
AL
    5404    Shawnee Shopping  4903 North Union Suite 121   Shawnee
OK
            Center
    5405    Surfside Commons  2723 Beaver Run Blvd         Surfside Beach
SC
            SC
    5409    University Mall,  1235 East Main Street        Carbondale
IL
            Suite A-13
    5414    Mcalester Retail  522 S. George Nigh
            Shops Center      Expressway, Suite A          McAlester
OK
    5418    Valley Mall,      1925 E. Market Street        Harrisonburg
VA
            Suite 500
    5422    Heritage Park     6763 East Reno Street        Midwest City
OK
            Mall, Suite F-7
    5423    North Park        101 North Park Drive         Monticello
AR
            Village SC
    5441    Sunset Mall       1182 Sunset Mall, Space 1338 San Angelo
TX
    5442    Landmark Crossing 1312 Bridford Parkway,
                              Suite 102                    Greensboro
NC
    5443    Sampson Crossing  1407-G Sunset Avenue         Clinton
NC
    5470    Post Oak Mall,    1500 Harvey Road             College Station
TX
            Space 4018
    5480    Capital Plaza     5453 North IH-35              Austin
TX
    5495    Lexington Parkway 47 Plaza Parkway              Lexington
NC
            Plaza
    5498    North West        6731 Clinton Hwy              Knoxville
TN
            Crossing
    5501    Tri-Rivers Plaza  3459 Old Halifax Road,
                              Suite E                       South Boston
VA
    5522    Hickory Hollow    5252 Hickory Hollow Pkwy      Antioch
TN
            Mall
    5530    South Central     639-B Veterans Parkway,
            Shopping          Suite -2A                     Moultrie
GA
    5534                      240 Century Plaza, Space Bu10 Birmingham
AL
    5538    Vernon Park Mall  Vernon Park Mall, Suite H-8   Kinston
NC
    5555    2031 White Marsh  8200 Perry Hall Blvd          Baltimore
MD
            Mall
    5564    Quail Springs     2501 W Memorial Rd            Oklahoma City
OK
            Mall
    5568    North Star Mall   7400 San Pedro #132           San Antonio
TX
    5572    Ridge Park        1907 W. Parker Road, Suite #E Jonesboro
AR
            Shopping Center
    5575    Anderson Mall     3101 N. Main Street, M-11     Anderson
SC
    5608    Golden East       1100 Wesleyan Blvd. #148      Rocky Mount
NC
            Crossing
    5618    Shops On The      3500 Ross Clark Circle,
            Circle            Suite 350                     Dothan
AL
    5634    Madison Shopping  1670 Eatonton Road            Madison
GA
            Center
    5640    Jasper Plaza,     860 West Gibson               Jasper
TX
            Space #C-3.1
    5651    Columbus Park     5555 Whittlesey Blvd
            Crossing          Suite 2590                    Columbus
GA
    5654    Jennings Plaza    307 Interstate Drive, Suite   Jennings
LA
    5660    Seminole Wal-Mart 3633 South Orlando Drive      Sanford
FL
            Center
    5661    Atlantic Village  983 Atlantic Blvd             Atlantic Beach
FL
            Shopping Ctr
    5672    Seguin Corners    580 State Highway 123         Seguin
TX
            Shopping Center
    5673    Village Square    3132 College Drive Bldg A,
                              Suite E                       Baton Rouge
LA
    5674    University Center 1655 East Industrial Loop     Shreveport
LA
    5678    Carson Pointe     7458 Chapman Hwy              Knoxville
TN
    5683    Hunting Hills     4208 I Franklin Road S.W.     Roanoke
VA
    5691    Allen Central     210 Central Expressway
            Market Place      South Suite 68                Allen
TX
    5697    Montgomery Mall   2739 Montgomery Mall,
                              Suite D8                      Montgomery
AL
    5709    Pennyrile         3028 Ft. Campbell Blvd        Hopkinsville
KY
            Marketplace
    5718    Scottsboro        24833 John T. Reid Parkway    Scottsboro
AL
            Market Place
    5722    Shady Brook Mall  800 South James Campbell
                              Blvd, Ste 32                  Columbia
TN
    5731    Athens Shopping   1001 Hwy 72 East Suite 4      Athens
AL
            Center
    5735    Dixieland Mall    100 N. Dixieland Road
                              Room C-6                      Rogers
AR
    5743    Turfland Mall,    Harrodsburg Road              Lexington
KY
            Space #1246
    5748    El Dorado Commons 2620 North West Avenue,
                              Suite K                       EL Dorado
AR
    5752    Lexington Road    519 Marsailles Road           Versailles
KY
            Plaza
    5754    Three Star Mall   1410 Sparta Road, Space #37   McMinnville
TN
    5758    Kelley Street     242 Kelley Street             Lake City
SC
    5764    Shreveport Plaza  6205 West Port Avenue         Shreveport
LA
    5766    Kerrville         1304 Junction Highway         Kerrville
TX
            Junction Shopping
            Center
    5768    Terrells Corner   177 Sam Walton Way            Terrell
TX
    5770    Emporia Commons   301 Market Dr., Suite D       Emporia
VA
    5772    Castleton         6020 East 82nd St., Room 410  Indianapolis
IN
            Mall
    5781    Washington Square 100 N. Wolfe Nursery Road,
                              Suite D1A                     Stephenville
TX
    5797    Lafayette Square  3919 Lafayette Road,
            Mall              Space 522                     Indianapolis
IN

    5803    Wal-Mart Plaza    1611 U.S. Hwy 231 South,
                              Space 101-A                   Crawfordville
IN
    5813    Shoppes at Murray 654 N. 12th Avenue            Murray
KY
            Central
    5825    Bandera Pointe    11321 State Hwy 16 North      San Antonio
TX
            Shopping Center
    5830    Highland Lakes    7357 West Colonial Drive      Orlando
FL
            Town Center
    5834    Roanoke Landing   819 East Blvd                 Williamston
NC
    5836    Hamilton Meadows  1434 Main Street, Space 12    Hamilton
OH
            SC
    5841    Wal-Mart Plaza    8650 Hwy 20 N Space C         Madison
AL
    5860    The Henry Centre  3538 Tom Austin Highway
                              Suite 14                      Springfield
TN
    5868    Fayette Square
            Shopping Center   1359 Leesburg Avenue          Washington
                                                            Court House
OH
    5874    Atascosa Market   2087 W Oaklawn, Suite 208     Pleasanton
TX
            Retail Center
    5882    Wal-Mart Center   185 Relco Drive               Manchester
TN
    5883    Calera Shopping   233 Supercenter Dr. Suite C2  Calera
AL
            Center
    5894    Wal-Mart Plaza    2551 East Main Street         Plainfield
IN
    5898    Arkadelphia Plaza 112 W.P. Malone Drive,
                              Suite 5-E                     Arkadelphia
AR

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


HILL CITY: Committee Taps Mesirow Financial as Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
gave the Official Committee of Unsecured Creditors of Hill City
Oil Company, Inc., permission to employ Mesirow Financial
Consulting, LLC, as its financial advisors.

Mesirow Financial will:

   a. assist in the review of reports or filings as required by
      the Court or the Office of the U.S. Trustee, including
      schedules of assets and liabilities, statements of financial
      affairs and monthly operating reports;

   b. review the Debtor's financial information, including
      analyses of cash receipts and disbursements, financial
      statement items and proposed transactions for which
      Bankruptcy Court approval is sought;

   c. review and analyze the reports regarding cash collateral and
      any debtor-in-possession financing arrangements and budgets;

   d. evaluate potential employee retention and severance plans
      and assist in identifying and implementing potential cost
      containment opportunities;

   e. assist in identifying and implementing asset redeployment
      opportunities and in the analysis of assumption and
      rejection issues regarding executory contracts and leases;

   e. review and analyze the Debtor's proposed business plans and
      the business and financial condition of the Debtor;

   g. assist in evaluating reorganization strategies and
      alternatives available to creditors and review the Debtor's
      financial projections and assumptions;

   h. prepare the Debtor's asset and liquidation valuations and
      assist in preparing documents necessary for plan
      confirmation;

   i. advise and assist the Committee in negotiations and meetings
      with the Debtors, the bank lenders and other parties-in-
      interest and on the tax consequences of a proposed plan of
      reorganization;

   j. assist with the claims resolution procedures including
      analyses of creditors' claims by type and entity and
      maintenance of a claims database;

   k. perform litigation consulting services and expert witness
      testimony regarding confirmation issues, avoidance actions
      or other matters; and

   l. perform all other functions as requested by the Committee or
      its counsel in the Debtor's chapter 11 case.

Larry H. Lattig, a Senior Managing Director at Mesirow Financial,
reports the Firm's professionals bill:

     Designation                                    Hourly Rate
     -----------                                    -----------
     Senior Managing Director & Managing Director   $590 - $650
     Senior Vice-President                          $480 - $570
     Vice President                                 $390 - $450
     Senior Associate                               $300 - $360
     Associate                                      $190 - $270
     Paraprofessional                                  $140

Mesirow Financial assures the Court that it does not represent any
interest adverse to the Committee, the Debtor or its estate.

Headquartered in Houma, Louisiana, Hill City Oil Company, Inc. --
http://www.hillcityoil.com/--sells industrial oil, metalworking
fluids, automotive and off-highway lubricants, oilfield products,
and service products.  The Company filed for chapter 11 protection
on October 25, 2004 (Bankr. E.D. La. Case No. 04-18007).
W. Christopher Beary, Esq., at Orrill, Cordell & Beary, L.L.C.,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated assets and liabilities of $50 million to $100 million.


HYTEK MICROSYSTEMS: To Become Natel Subsidiary Under Merger Pact
----------------------------------------------------------------
Hytek Microsystems, Inc., (OTC Bulletin Board: HTEK) and Natel
Engineering Co., Inc., have entered into a merger agreement.

Under the terms of the merger agreement, Natel Engineering will
pay $2.00 per share for all of the issued and outstanding shares
of common stock of Hytek.  The transaction is conditioned on
obtaining requisite shareholder approval from the shareholders of
Hytek, necessary regulatory clearances and other customary closing
conditions.  Upon closing of the transaction, Hytek will become a
subsidiary of Natel Engineering and will no longer be a public
company.  The companies expect to close the transaction during the
second quarter of 2005.

Natel Engineering completed its most recent fiscal year
(Jan. 31, 2005) with revenues of approximately $47 million.  Natel
successfully acquired Power Microelectronics Division from Semtech
(1992), Powercube from Unitrode (1994), and Scrantom, Inc., from
Solectron (2003).  The recent acquisition of Scrantom, located in
Costa Mesa, California, expanded Natel's capability to support low
temperature co-fired ceramic (LTCC) requirements.  In Jan. 2005,
Natel announced the opening of its new 20,000-square-foot
state-of-the-art LTCC and AlN (aluminum nitride) high volume
automated ceramic substrate operation, located next to its current
microelectronic assembly operation in Chatsworth, Calif.  Natel
holds and maintains industry specific certifications ISO 9001:2000
and MIL-PRF-38534 (DSCC) Class H and K. Natel is headquartered in
Chatsworth, Calif.

Hytek Microsystems reported revenues of $7.6 million for the nine
months ended October 2, 2004 and is headquartered in Carson City,
Nevada.  Hytek is a manufacturer of microelectronic assemblies
with expertise in custom advanced packaging technology used in
high density microelectronic applications.  Hytek principally
serves defense, space, medical and Hi-Rel commercial markets.
Hytek holds and maintains industry specific certifications ISO
9001:2000 and MIL PRF-38534 (DSCC) class H and K.

"Hytek is an excellent fit with Natel.  Hytek's complementary
engineering strengths, technological and packaging breadth,
excellent customer base and location should favorably add to
Natel's core microelectronic business," said Sudesh Arora, Natel's
President.

Arora also noted that "The acquisition is a solid strategic fit,
and with additional investment without the burdens of being a
public company, Hytek should be able to profitably grow with its
solid customer base."

John Cole, Hytek's President and Chief Executive Officer stated,
"This transaction provides superior value to our shareholders.  We
are a natural complement to Natel's microelectronic business base,
and see the merger as enhancing overall new business opportunities
and growth prospects."

Hytek Microsystems and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from the
shareholders of Hytek Microsystems, Inc., with respect to the
transactions contemplated by the merger agreement.  Information
regarding such officers and directors is included in Hytek
Microsystems, Inc.'s Proxy Statement for its 2004 Annual Meeting
of Shareholders filed with the Securities and Exchange Commission
on May 3, 2004.

                       Going Concern Doubt

The report of Hytek's independent auditors on its financial
statements for fiscal 2003 includes an explanatory paragraph
indicating there is substantial doubt about Hytek's ability to
continue as a going concern, and it is likely that the auditor's
report on fiscal 2004 (which has not yet been released) will also
contain a "going concern" qualification.

                        About the Company

Founded in 1974 and headquartered in Carson City, Nevada, Hytek
specializes in hybrid microelectronic circuits that are used in
military applications, geophysical exploration, medical
instrumentation, satellite systems, industrial electronics,
opto- electronics and other OEM applications.


IMPERIAL PLASTECH: Directors & Executives Resign from Posts
-----------------------------------------------------------
Imperial PlasTech, Inc., (TSX-VEN: IPG) has received the
resignations of Mr. John Yarnell and Mr. William E. Thomson as
directors of IPC.  IPC has also received the resignations of
Stamatis Astras, as an officer of IPC and its subsidiary
corporations and Mr. Rob Gallop as an officer of IPC's subsidiary
corporations.  These resignations follow the earlier resignations
of both Mr. George Petzetakis and Ms. Bonnie Tarchuk.

As a result of Mr. Yarnell's and Mr. Thomson's resignations, IPC
will no longer be in compliance with the provisions of the
Business Corporations Act (Ontario) or the By-laws of the Toronto
Venture Exchange which require that public companies have at least
3 directors on their board of directors.

IPC attended before the Registrar in Bankruptcy on Jan. 27, 2005,
to dispute the Petition for Receiving Order issued by Gowlings
against IPC.  The matter was put over until Monday, March 7, 2005.

As reported in the Troubled Company Reporter on Feb. 1, 2005, IPC
is in receipt of a formal demand from Century Services Inc. for
the repayment of all outstanding amounts owing by IPC and its
subsidiary companies, Imperial Building Products Corp. and
Imperial Pipe Corporation to Century.  Century has been providing
operating and term facilities to IPC.  IPC has met with Century to
work out suitable arrangements for the repayment of said amounts.
IPC is also seeking new sources of funding.

                   About Imperial PlasTech Inc.

Imperial PlasTech is a diversified manufacturer supplying a number
of markets and customers in the residential, construction,
industrial, oil and gas and telecommunications and cable TV
markets.  The company currently operates manufacturing facilities
in Atlanta, Georgia, Peterborough, Ontario, and Edmonton and
Nisku, Alberta.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2005,
Gowlings, Imperial Plastech's former solicitors, has issued a
Petition for Receiving Order under the Bankruptcy and Insolvency
Act against IPC, Imperial Pipe Corporation and Imperial Building
Products Corp.  IPC said it will defend the petition and seek
court assessment of the fees in dispute.


INDIAN SPRINGS: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Indian Springs Associates, LLC
        6046 Edward Drive
        Mechanicsburg, Pennsylvania 17050

Bankruptcy Case No.: 05-00791

Chapter 11 Petition Date: February 14, 2005

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Craig S. Sharnetzka, Esq.
                  Lawrence V. Young, Esq.
                  CGA Law Firm
                  135 North George Street
                  York, PA 17401
                  Tel: 717-848-4900
                  Fax: 717 843-9039

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Walter I. and Thelma L.       note for initial          $130,000
Diller                        purchase of
6046 Edward Drive             corporate assets
Mechanicsburg, PA 17055

Vivian Coy                    Real estate taxes          $14,518
200 Airport Road
Shippensburg, PA 17257

Vivian F. Coy                 county, township tax        $3,000
Tax Collector
110 Railroad Lane
Shippensburg, PA 17257

CFJMA                         Sewer charge                $1,966

East Coast Green              Lawn seeding                $1,800

Southern Cumberland Water     Water service               $1,300
Co.

Verizon                       Phone service                 $133

Sprint Yellow Pages           Phone advertising             $121


INNOVATIVE WATER: Plans to Raise Up to $3M from Equity Placement
----------------------------------------------------------------
Innovative Water & Sewer Systems, Inc., (TSX-V:IWSI) disclosed its
intention to proceed with a brokered common share issue with gross
proceeds between $2 million and $3 million. Shares will be sold
from treasury at 56 cents per share.  The price of the issue
represents a twenty percent (20%) discount on the closing price of
70 cents per share on February 11th, 2005.  Subject to the
approval of the TSX Venture Exchange, this issue is expected to
close on or before February 21, 2005.  The Company currently has
17,945,693 shares outstanding and 22,885,888 shares on a
fully-diluted basis.

As announced on October 28, 2004, James Edward Capital Corporation
has been engaged as the broker for this transaction. Since the
time of that announcement, the Company has contracted with SC
Stormont, Inc., to provide strategic direction to the Company,
including the Chief Executive Officer, and has signed a National
Partnership Agreement with the PCL Family of Companies to deliver
all IWSSI client contracts.

The offering will be exempt from prospectus requirements and
available to residents of Ontario, Alberta and the U.S.

IWSSI designs and implements waste water management systems
utilizing the SBS(TM) patented solid and liquid waste collection
systems.  For many communities the system can provide community
sewer and water systems with superior performance at costs, which
are significantly lower than the cost of traditional methods.
IWSSI systems have been in operation in Ontario communities since
1989 are approved by the Ontario Ministry of the Environment and
meet the Ten-State Standard in the United States.

IWSSI -- http://www.iwssi.com/-- provides high quality,
innovative solutions for water and wastewater management bringing
environmental, social, and economic benefits to communities.
IWSSI designs, constructs, operates and finances infrastructure
projects, utilizing its' state-of-the-art small diameter gravity
sewer concept, patented as Small Bore Sewer(TM) technology.
IWSSI's water and wastewater solutions, which use advanced
processes and materials, provide measurable benefits such as:
environmentally superior water and wastewater management, dramatic
project cost reductions, minimal community disruption with no
detours or road closures, easy operation and maintenance, and
long-term reliability.  IWSSI is uniquely positioned to take
advantage of the market in North America for rural communal water
and wastewater facilities.  In Ontario alone there are more than
500,000 septic systems.  At least forty percent of these systems
are failing and jeopardizing the environment.  IWSSI is committed
to maximizing long-term value to governments and taxpayers,
through public private partnerships and utility models.

                         *     *     *

                      Going Concern Doubt

Innovative Water & Sewer, Inc., has incurred a loss of $522,135
for the nine months ended Sept. 30, 2004, and has had losses
during the last three years. In addition, the Company generated
negative cash flow from operations of $518,738 for the nine months
ended Sept. 30, 2004 and has accumulated losses of $3,548,925 as
of Sept. 30, 2004.

The Company's management has focused on sales growth of its
communal water and wastewater systems, which involve initial
design contracts possibly leading to full design/build contracts.
The Company's revenue has not yet reached a level sufficient to
finance current operations.  This is due to factors including the
time delays and risks associated with customers both obtaining
project financing and obtaining the necessary approvals to proceed
on projects.

All of these factors raise doubt about the Company's ability to
continue as a going concern.  Management's plans to address these
issues include executing on existing customer contracts,
continuing to grow revenue through new design/build contracts,
minimizing operating expenses and consideration of obtaining
additional equity financing.  The Company's ability to continue as
a going concern is subject to management's ability to successfully
implement these plans.  Failure to implement these plans could
have a material adverse effect on the Company's position and
results of operations and may result in ceasing operations.


INTERSTATE BAKERIES: Court Okays Miller Buckfire as Advisor
-----------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek the
authority of U.S. Bankruptcy Court for the Western District of
Missouri to employ Miller Buckfire Lewis Ying & Co., LLC, as their
financial advisor and investment banker, pursuant to an engagement
letter dated December 29, 2004.  The Debtors want to indemnify the
Miller Buckfire, nunc pro tunc to the Petition Date, although the
firm has agreed that it will not be compensated for its
postpetition fees for professional services before entering into
the Engagement Letter.

Ronald B. Hutchison, Interstate Bakeries Corp.'s Chief Financial
Officer, informs Judge Venters that, before the Petition Date,
Miller Buckfire has familiarized itself with the Debtors'
business and has provided advice regarding financing
alternatives.  Since then, the firm has continued to provide
advice and services to the Debtors on an informal basis free of
charge for professional fees in contemplation of negotiating the
Engagement Letter with and being retained by the Debtors in their
bankruptcy cases.  By working closely with the Debtors' senior
management, financial staff, and other professionals and becoming
acquainted with the Debtors' financial restructuring needs, the
firm, Mr. Hutchison believes, has developed significant relevant
knowledge that will assist it in providing effective and
efficient services in the Debtors' bankruptcy cases.

Mr. Hutchison adds that Miller Buckfire's professionals have
extensive experience in providing financial advisory and
investment banking services to financially distressed companies
and to creditors, equity constituencies and government agencies
in reorganization proceedings and complex financial
restructurings, both in and out of court.  The firm has provided
financial advisory and investment banking and other services in
connection with the restructurings of:

    -- AT&T Latin America,
    -- Burlington Industries, Inc.
    -- Kmart Corporation,
    -- Loewen Group, and
    -- The Spiegel Group.

The Debtors anticipate that Miller Buckfire's services are
financial in nature and would include valuation and debt capacity
analysis, capital structure design, plan formulation and
negotiation and private equity and debt placement.

"[Miller Buckfire] fulfills a critical service that complements
the services provided by the Debtors' other professionals," Mr.
Hutchison says.  "[Miller Buckfire's] primary services will be
focused on assisting the Debtors to restructure or recapitalize
their financial obligations during their chapter 11 cases."

As financial advisor and investment banker for the Debtors,
Miller Buckfire will:

    (a) assist the Debtors in the analysis, design and formulation
        of various options in connection with restructuring, which
        may include financing and sales;

    (b) advise and assist the Debtors in the structuring and
        effectuation of the financial aspects of their transaction
        or transactions;

    (c) provide financial advice and assistance to the Debtors
        in developing and seeking approval of a plan of
        reorganization, including assisting the Debtors in
        negotiations with the Debtors' constituencies; and

    (d) if applicable, identify, solicit and negotiate with
        potential Investors in connection with any financing or
        potential acquirors in connection with any sale.

The Debtors will pay Miller Buckfire:

    (1) a $150,000 monthly financial advisory fee; and

    (2) a $5,000,000 Transaction Fee, contingent on a consummation
        of a Restructuring or Sale and payable at the closing of a
        Restructuring or Sale.

Before the Petition Date, the Debtors paid Miller Buckfire
$250,000 for prepetition fees and expenses, including a $25,000
retainer, from the Debtors' operating cash.

The Debtors intend to reimburse the firm for travel and other
reasonable out-of-pocket expenses.  In addition, the Debtors will
pay the firm a $50,000 expenses retainer, which will be held by
the firm until the conclusion of their engagement and applied
against any unreimbursed expenses.

David Y. Ying, a Managing Director at Miller Buckfire, attests
that the firm has no connection with the Debtors, their
creditors, the U.S. Trustee, or any other party with an actual or
potential interest in the Debtors' cases or their attorneys or
accountants.  Mr. Ying assures the Court that Miller Buckfire is
a "disinterested person," as defined in Section 101(14) of the
Bankruptcy Code, and as required by Section 327(a).

                          Committee Objects

The Official Committee of Unsecured Creditors believes that the
virtually guaranteed $5,000,000 Transaction Fee for Miller
Buckfire is unreasonable under Section 328 of the Bankruptcy
Code.

"[T]he language of Miller Buckfire's Engagement Agreement
relating to the events which trigger the entitlement to the
Transaction Fee is so broad that it essentially guarantees Miller
Buckfire the full amount of the $5 million Transaction Fee --
even if it fosters just one asset sale (or for that matter any
asset sale) and regardless of the time and efforts devoted by
Miller Buckfire's professionals," Paul D. Sinclair, Esq., at
Kutak Rock, LLP, in Wilmington, Delaware, says.  "Therefore, the
proposed Transaction Fee potentially enables Miller Buckfire to
receive a windfall -- for providing even a de minimis amount of
professional services -- to the detriment of the Debtors' estates
and creditors."

The Committee believes that by expressly seeking approval of
Miller Buckfire's engagement pursuant to Section 328(a), the
Debtors seek to preclude any meaningful scrutiny by parties-in-
interest or the Court as to whether the firm's fees are
reasonable in light of, among other things, the time actually
expended, the results achieved and attributable to the services,
and customary compensation of comparable professionals.

The Committee asserts that all of Miller Buckfire's fees should
be reviewable under the reasonable standard of Section 330 of the
Bankruptcy Code.

                          Debtors Respond

The Debtors ask the Court to overrule the Committee's objections
because:

    (1) The proposed Transaction Fee is reasonable, appropriate,
        and not premature.  The Transaction Fee is the result of
        extensive negotiations, and is equal to or less than the
        transaction fees that were proposed by other investment
        banking firms that the Debtors interviewed or in other
        comparable Chapter 11 cases; and

    (2) Section 328 is appropriate as the standard of review,
        since it protects the firm against any unfair "retrading"
        of fees that might occur only after their work has been
        completed and a restructuring has been accomplished.

The Debtors and Miller Buckfire have had discussions with the
United States Trustee and representatives of the Official
Committee of Equity Holders, the Prepetition Lenders and the
Creditors Committee.  The parties have agreed to modify the
proposed form of order approving Miller Buckfire's application to
reflect certain agreements the parties have negotiated during
their discussions.

The modified terms of the Proposed Order are:

    (a) Miller Buckfire will be retained pursuant to Section
        328(a) of the Bankruptcy Code.  The firm's fees will be
        subject only to the standard of review set forth in
        Section 328(a), except that:

        (1) the United States Trustee will have the sole right to
            object to the Monthly Fees paid to the firm pursuant
            to the standards set forth in Section 330; and

        (2) the United States Trustee, the Pre-Petition Lenders,
            and the Creditors Committee will retain the right to
            object to the Transaction Fee payable under the
            Engagement Letter after the conclusion of the
            engagement on these bases:

              (i) the fees prove to have been improvident in light
                  of developments not capable of being anticipated
                  at the time of the fixing of the terms and
                  conditions;

             (ii) the fees are excessive when compared to the fees
                  paid to other comparable investment banking and
                  financial advisory firms in other Chapter 11
                  cases involving comparable services; or

            (iii) Miller Buckfire fails to provide the services it
                  agreed to provide in the Engagement Letter;

    (b) The definition of "Sale" in the Engagement Letter has been
        revised to make clear that the proposed Transaction Fee is
        earned only if a sale involves "all or substantially all"
        of the Debtors' equity or assets;

    (c) Payment terms in the Engagement Letter is modified by
        eliminating the proposed $50,000 retainer for expenses and
        by providing that, in the event of a Sale, the Transaction
        Fee will be placed in escrow pending the entry of an Order
        by the Court approving an application for allowance and
        payment of the Transaction Fee;

    (d) Proposed indemnification provisions in the Engagement
        Letter is altered to reflect comments by the United States
        Trustee and to conform to the indemnification provisions
        that the Court has approved for the retention of Houlihan
        Lokey Howard & Zukin Capital, Inc., by the Official
        Committee of Equity Holders; and

    (e) Termination provisions in the Engagement Letter are
        altered to make clear that:

          (i) the Debtors will not be obligated to pay Monthly
              Fees pursuant to the Engagement Letter for months
              occurring after the date of any termination of the
              Engagement Letter;

         (ii) the Debtors' indemnification obligations, following
              a termination of the Engagement Letter, will apply
              to actions taken by Miller Buckfire before the
              termination date; and

        (iii) if the Engagement Letter is terminated, and if a
              Restructuring or a Sale is subsequently consummated,
              the firm will not be entitled to a Transaction Fee
              pursuant to the Engagement Letter if the firm
              performed no services that contributed to the
              Debtors' Restructuring or Sale.

                           *     *     *

Judge Venters approves the Debtors' application and the
Engagement Letter, as modified.

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

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


JHMAC TRUST: Moody's Withdraws Ratings on All Three Note Classes
----------------------------------------------------------------
Moody's Investors Service has withdrawn its ratings on all 3
Classes of Notes issued by JHMAC Trust 1996.  The ratings were
withdrawn because the Trust has been terminated at the election of
John Hancock Life Insurance Company.  Please refer to Moody's
Withdrawal Policy on moodys.com.

The ratings withdrawn are:

   * US $399.16 MM Senior Secured 6.500% Notes, Class A Due
     12/01/2011 currently rated Aaa

   * US $75.00 MM Senior Subordinated Floating Rate Notes, Class
     B-1 Due 12/01/2013 currently rated Baa3

   * US $25.00 MM Subordinated Floating Rate Notes, Class B-2 Due
     12/01/2014 currently rated Ba3


LAIDLAW INT'L: Mac-Per-Wolf Discloses 8.4% Equity Stake
-------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated January 31, 2005, Gregory E. Wolf, Treasurer of
Mac-Per-Wolf Company, reports that Mac-Per-Wolf beneficially owns
8,704,703 shares of Laidlaw International, Inc., Common Stock,
which represents 8.4% of the total outstanding shares.

Mac-Per-Wolf is filing on behalf of its two subsidiaries:

   (1) PWMCO, LLC, a wholly owned subsidiary, is both a broker
       dealer registered under Section 15 of the Act and an
       investment adviser registered under Section 203 of
       the Investment Advisers Act of 1940; and

   (2) Perkins, Wolf, McDonnell and Company, LLC, a subsidiary,
       is an investment adviser registered under Section 203 of
       the Investment Advisers Act of 1940.

Perkins, Wolf, McDonnell and Company, LLC, furnishes investment
advice to various investment companies registered under Section 8
of the Investment Company Act of 1940 and to individual and
institutional clients -- Managed Portfolios.

The Managed Portfolios have the right to receive all dividends
and proceeds from the sale of the securities held in their
accounts.

The interest of any of the Managed Portfolios does not exceed 5%
of the class of securities.

Mr. Wolf says these shares were acquired in the ordinary course
of business, and not with the purpose of changing or influencing
control of Laidlaw.

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.


MCI INC: Board Approves $5.3 Billion Acquisition by Verizon
-----------------------------------------------------------
Verizon Communications Inc. (NYSE: VZ) has agreed to acquire
MCI, Inc. (Nasdaq: MCIP) for $4.8 billion in equity and
$488 million in cash.

The transaction adds new strength to the telecommunications
services both companies provide.  It ensures that consumers and
businesses will have a supplier with the financial strength to
maintain and improve MCI's Internet backbone network, which is the
largest in the world based on company-owned points of presence.

The transaction will also mean better service for Enterprise
customers by enhancing Verizon's ability to compete for and serve
large-business and government customers with a complete range of
services, including wireless and the most sophisticated IP
(Internet Protocol) based services.

The Boards of Directors of both companies have approved the
agreement.

MCI shareowners will receive 0.4062 shares of Verizon common stock
for each common share of MCI.  This is worth $4.795 billion and
equivalent to $14.75 per MCI share, based on Verizon's closing
price on Friday, Feb. 11.

MCI shareowners will also receive $1.50 per MCI share in cash,
worth $488 million.  This consideration is subject to adjustment
at closing and may be decreased based on MCI's bankruptcy claims-
related experience.

Also, MCI will pay its shareowners quarterly and special dividends
of $4.50 per share, worth $1.463 billion.  This includes a 40-
cent-per-share quarterly dividend approved by the MCI Board on
Friday, Feb 11.

In total, the transaction values MCI shares at $20.75 a share, or
$6.746 billion.

Verizon will assume MCI's net debt (total debt less cash on hand),
targeted to be approximately $4 billion at closing, and customary
closing conditions will apply.

In addition to MCI shareowner approval, the acquisition requires
regulatory approvals, which the companies are targeting to obtain
in about a year.

                         'The Right Deal'

"This is the right deal at the right time," said Verizon Chairman
and CEO Ivan Seidenberg.  "We have been evaluating a transaction
with MCI for some time, and now we have the opportunity to reach
an agreement at the right price that works for both companies and
at a time when MCI is gaining momentum.  It is a natural and
logical extension of Verizon's strategy to transform our company
to serve growth markets and offer broadband technologies.

"This acquisition builds on and accelerates Verizon's growth plan
in the Enterprise market, and it facilitates our becoming a major
provider in that market sooner and less expensively than if we had
continued on a path of organic growth.  The acquisition will
significantly enhance our customer service and competitive
positioning by giving us a global reach, a suite of IP-based and
value-added services, and a powerful, broad base of large-business
and government customers.

"With the two companies' operational resources and investment
capacity, we plan to drive efficiencies, increase cash flow and
pursue new revenue opportunities.  The company will have a strong
balance sheet and the financial flexibility to continue to reward
shareowners through investment and growth."

                       'The Right Partner'

"With our heritage of innovation, global network and world-class
Enterprise capabilities, MCI is the right partner for Verizon,"
said Michael D. Capellas, MCI president and CEO.  "Combined with
Verizon's financial strength and record of operational excellence,
we will accelerate delivery of next-generation services, broaden
our product portfolio and better serve our customers."

                           Key Benefits

Mr. Seidenberg and Mr. Capellas emphasized that the transaction is
part of the continuing evolution of the industry that is driven by
customers and technology.  They highlighted several key benefits
that the companies' complementary assets bring to the market:

For Enterprise customers, the transaction creates a strong
competitor that, in most markets, will challenge a larger
incumbent.  The more-efficient operating structure will drive
better value, and Verizon will be able to offer a suite of
services that address a full range of customer needs.  The
transaction also strengthens the long-term viability of MCI's
global network, which is a critical component of government
communications systems, including those used by the Department of
Defense and the Department of Homeland Security.

For consumers and other business customers, the post-transaction
company will continue to have sufficient cash flow and capital
capacity to sustain its rapid deployment of wireline and wireless
broadband networks and services.

Internet users in the United States will have a strong backbone
platform for their traffic, and together the two companies can
make greater investments in their backbones and offer the highest
quality of service.  In a multi-media market where technology
platforms compete against one another to provide services, having
strong backbone networks will enhance the post-transaction
company's ability to deliver advanced services over owned and
managed facilities to benefit consumers and small- and mid-sized
businesses.

Internationally, the transaction creates a strong, U.S.-based
globally competitive network and services provider, positioned to
put an American company in a leadership role in the globalization
of telecommunications.

For investors, the combination will enhance the company's
competitive positioning and long-term financial flexibility.

                         Financial Effect

In the first year following closing, the transaction is expected
to have an approximate 10-cent-per-share dilutive impact on
Verizon's earnings per share, excluding acquisition costs and any
amortization of intangible assets that may be created at the time
of the acquisition.  Verizon expects the transaction to be
essentially breakeven in year three, and cash flow will turn
positive in year three.

Verizon estimates that the acquisition will yield a net present
value of $7 billion in incremental revenues and operational
savings, including investments in network and systems to achieve
these savings.  The costs are estimated to be approximately
$1 billion to $1.5 billion in expense and $2 billion in capital
during the first three years, as the company will commit
appropriate resources to maintain and upgrade the MCI assets.

The company expects a net annual run rate of $1 billion in pre-tax
savings in the third full year after closing.

Verizon's $4.8 billion in equity to purchase MCI represents 132.1
million Verizon shares, or approximately 4.5 percent of Verizon's
outstanding shares.

The companies will determine operational plans, such as branding
strategies and organizational structure, as the transaction moves
closer to closing.

                           About Verizon

With more than $71 billion in annual revenues, Verizon
Communications Inc. (NYSE: VZ) is one of the world's leading
providers of communications services. Verizon has a diverse work
force of more than 210,000 in four business units: Domestic
Telecom serves customers based in 29 states with wireline
telecommunications services, including broadband, nationwide long-
distance and other services. Verizon Wireless owns and operates
the nation's most reliable wireless network, serving 43.8 million
voice and data customers across the United States. Information
Services operates directory publishing businesses and provides
electronic commerce services. International includes wireline and
wireless operations and investments, primarily in the Americas and
Europe.  For more information, visit http://www.verizon.com/

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI, Inc. -- http://www.mci.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.

MCI INC: Fitch May Upgrade Ratings Due to Verizon Acquisition
-------------------------------------------------------------
Fitch Ratings has placed the 'A+' rating on Verizon Global
Funding's outstanding long-term debt securities on Rating Watch
Negative, and the 'B' senior unsecured debt rating of MCI, Inc.,
on Rating Watch Positive following the announcement that Verizon
Communications will acquire MCI for approximately $4.8 billion in
common stock and $488 million in cash.

Including MCI's estimated net debt of approximately $4 billion at
the time of the close of the transaction, the total value of the
transaction is approximately $9.3 billion.  MCI, prior to the
close of the transaction, will pay out quarterly and special
dividends of $4.50 per share, or $1.463 billion, to its existing
shareholders.

The Rating Watch Negative also applies to the existing long-term
debt of other Verizon subsidiaries, as listed below.  The 'F1'
ratings assigned to Verizon Global Funding and Verizon Network
Funding are not on Rating Watch Negative and have been affirmed.
Verizon Global Funding primarily funds the nonregulated operations
of Verizon.  Verizon Global Funding is a subsidiary of Verizon,
and benefits from a support agreement with Verizon.  Verizon
Communications' implied senior unsecured rating is also 'A+'.

The rating action reflects the need to evaluate:

    -- The moderately higher business risk profile of Verizon
       following its acquisition of MCI;

    -- The potential synergies to be achieved;

    -- The outcome of the regulatory approval process.

    -- The potential for other bids to arise for MCI.

Taking into account the remaining cash on MCI's balance sheet, the
transaction is not expected to have a material effect on Verizon's
credit protection measures.  Verizon's debt-to-EBITDA in 2004 was
1.4 times and on a stand-alone basis is expected to improve
slightly in 2005, even allowing for a 10% increase in capital
spending and spending on spectrum acquisitions totaling
$3.5 billion or more.  MCI's EBITDA is expected to continue to
decline in 2005, although its financial flexibility remains
adequate given its estimated year-end cash balance of
$5.5 billion.  Fitch estimates pro forma leverage for the combined
companies in 2006 could approximate 1.4x-1.5x.  As the transaction
is currently envisioned, a downgrade, should it occur, would be
limited to one notch, but if Fitch can attain a high degree of
confidence regarding the combined entity's financial and business
risk profile, the current rating could be affirmed.

Business risk elements surrounding the transaction include the
weak fundamentals of the long distance industry, the risk that
anticipated synergies are materially less than originally
contemplated, and the impact of the integration costs on the
combined companies' cash flow.  As with other long distance
carriers, in recent years MCI's revenues have declined in recent
years due to extreme pricing pressure for its products and
services.  MCI also has suffered from a lack of growth
opportunities in its core business.  The potential negative
business risk aspects of the transaction are expected to be
moderated by the synergies that can be achieved in network
operations, sales functions, information technology, and corporate
overheads.

The transaction will be subject to regulatory and shareholder
approval.  After the necessary approvals are obtained, the
transaction is expected to close, which could be in the first half
of 2006.  Material conditions arising from the regulatory approval
process could have an impact on the final economics of the
transaction and the ultimate credit profile of the combined
company.

At this time it has not been disclosed if Verizon will guarantee
or legally assume MCI's outstanding debt.  Without a guarantee,
MCI's debt would likely be upgraded to two notches below Verizon's
rating, but the notching could be more or less depending on an
evaluation of the integration of MCI's assets into Verizon's
operations.

A critical consideration in Verizon's rating is that Verizon's
revenue mix is becoming increasingly oriented toward growth areas,
with 39% of its total revenues derived from rapidly growing
Verizon Wireless, and an additional 14% of its revenues coming
from wireline growth areas such as long distance service,
high-speed data services, and initiatives in the business market.
The proportion of these revenues in the mix is expected to
continue to grow, primarily as a result of the strong performance
of Verizon Wireless.  On a volume basis, Verizon's total
connections (defined as total switched access lines plus digital
subscriber lines and wireless subscribers) grew 5.2% to
100.4 million on a year-over-year basis at the end of 2004.  The
growth factors are important, sustainable offsets to the impact of
substitution and competition in the traditional wireline business.

With respect to potential activity regarding an increased stake in
Verizon Wireless, Fitch believes Verizon will act to maintain a
credit profile consistent with its current rating.  Moreover, the
company's current deleveraging 'path' is to enhance its financial
flexibility should such an opportunity occur.  Fitch believes that
an increased stake in Verizon Wireless is somewhat more likely to
come through negotiations rather than the currently existing put
arrangement.

Verizon's liquidity is strong, as it has an undrawn $5 billion
credit facility to back its commercial paper.  The facility
expires in June 2005, and has a two-year term-out option.  In
2004, free cash flow after dividends and capital spending was
approximately $4.3 billion.  Intermediate-term liquidity needs are
expected to be addressed through strong free cash flows and could
be supplemented by additional asset sales.  The company has also
stated that its stake in Omnitel, an Italian wireless operator
controlled by Vodafone, would be an important consideration in a
transaction involving Vodafone's stake in Verizon Wireless.

These subsidiary ratings are placed on Rating Watch Negative by
Fitch:

   GTE Corp.

       -- Debentures/notes 'A+'.

   NYNEX Corp.

       -- Debentures 'A+'.

   Verizon New York

       -- Debentures 'A+'.

   Verizon Credit Corp.

       -- Notes 'A+'.

   Verizon Florida

       -- Senior unsecured debentures 'A+'.

   Verizon New England

       -- Senior unsecured bonds 'A+';
       -- Debentures 'A+';
       -- Notes 'A+'.

   Verizon South

       -- Senior unsecured debentures 'A+'.

   GTE Southwest

       -- Senior unsecured debentures 'A+'.

   Verizon California

       -- First mortgage bonds 'A+';
       -- Senior unsecured debentures 'A+'.

   Verizon Delaware

       -- Senior unsecured debentures 'A+'.

   Verizon Maryland

       -- Senior unsecured debentures 'A+'.

   Verizon New Jersey

       -- Senior unsecured debentures 'A+'.

   Verizon North

       -- First mortgage bonds 'A+'
       -- Senior unsecured debentures 'A+'.

   Verizon Northwest

       -- First mortgage bonds 'A+';
       -- Senior unsecured debentures 'A+'.

   Verizon Pennsylvania

       -- Senior unsecured debentures 'A+'.

   Verizon Virginia

       -- Senior unsecured debentures 'A+'.

   Verizon Washington D.C.

       -- Senior unsecured debentures 'A+'.

   Verizon West Virginia

       -- Senior unsecured debentures 'A+'.

These ratings remain on Rating Watch Negative where they were
placed on May 25, 2004, due to the pending sale of Verizon Hawaii:

   Verizon Hawaii

       -- First mortgage bonds 'BBB-';
       -- Debentures 'BB+'.

These ratings are affirmed by Fitch:

   Verizon Global Funding

       -- Commercial paper 'F1'.

   Verizon Network Funding

       -- Commercial paper F1'.

Fitch also places MCI on Rating Watch Positive:

   MCI Inc.

       -- Senior unsecured debt 'B'.


MERIDIAN AUTOMOTIVE: S&P Cuts Corporate Credit Rating to CCC+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dearborn, Michigan-based Meridian Automotive Systems
Inc. to 'CCC+' from 'B+'.  Meridian has total debt of about
$600 million.  The ratings outlook is negative.

"The action reflected increased concerns about the company's
operating performance, cash flow generation, and liquidity amid
very challenging industry conditions, including reduced vehicle
production, pricing pressure, and higher raw material costs," said
Standard & Poor's credit analyst Martin King.

"Operating results are expected to remain under pressure during
the next year.  Ratings could be lowered should financial
performance remain weak, liquidity tighten, or debt leverage
escalate, which may require the company to pursue a financial
restructuring," Mr. King added.

Industry conditions for automotive suppliers have deteriorated in
recent months.  Vehicle production levels of Meridian's two
largest customers, Ford Motor Co. (BBB-/Stable/A-3) and General
Motors Corp. (GM) (BBB-/Stable/A-3), declined 8% in the fourth
quarter of 2004 as both companies attempted to reduce bloated
inventory levels, especially for sport utility vehicles and
light trucks.  Ford and GM together make up more than 65% of
Meridian's revenue, and SUVs and light truck make up about 70% of
revenue.

Production cuts have continued into the current quarter, with each
company expecting to reduce production by 9% from year-ago levels.
Additional cuts may be necessary later in the year if the
lackluster sales pace does not improve and inventories remain
high.  The weak financial performance of some auto manufacturers
has led to very aggressive pricing demands of their supplier base
as the automakers attempt to reduce their costs and improve
their own financial performance.

Auto suppliers have also had to absorb large increases in raw
material costs.  Meridian, which makes bumper systems, composite
plastic modules, structural components, and interior components,
is a large user of steel, plastic resin, and other commodities.
Although some of the company's raw materials are purchased through
customer resale programs that insulate it from cost increases,
Meridian is exposed to market price fluctuations for a
significant portion of its total material purchases.


MEYER'S BAKERIES: Trustee Appoints 7-Member Creditors Committee
---------------------------------------------------------------
The United States Trustee for Region 13 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in
Meyer's Bakeries, Inc., and its debtor-affiliate's chapter 11
cases:

      1. Cereal Food Processors
         Attn: Steve Heeney
         2001 Shawnee Mission Parkway
         Mission Way, Kansas 66205
         Tel: 913-890-6326, Fax: 913-890-6382

      2. Ryder Truck Rental, Inc.
         Attn: David Clemons
         6000 Windward Parkway
         Alpharetta, Georgia 30005
         Tel: 770-569-6776, Fax: 770-569-6712

      3. Fleischmann's Yeast
         Attn: Frank Schoonyoung
         240 Larkin Williams Industrial Court
         Fenton, Missouri 63026
         Tel: 636-349-8800, Fax: 636-305-2440

      4. Paris Packaging, Inc.
         Attn: Bill Carver
         800 W. Center - P.O. Box 1177
         Paris, Texas 75461
         Tel: 903-785-6411

      5. International Paper
         Attn: Matthew D. Kreider
         4044 Willow Lake Blvd.
         Memphis, Tennessee 38118
         Tel: 901-419-1064, Fax: 901-419-1238

      6. Jim Cox
         11355 Turkey Roost Road
         Tallahassee, Florida 32317
         Represented by: Roger D. Rowe, Atty.
         11300 Cantrell Road, Suite 201
         Little Rock, Arkansas 72212
         Tel: 501-376-6565, Fax: 501-376-6666

      7. Johnny Newton Clopp
         7010 Live Oak Drive
         Texarkana, Arkansas 71854
         Represented by: Roger D. Rowe, Atty.
         11300 Cantrell Road, Suite 201
         Little Rock, Arkansas 72212
         Tel: 501-376-6565
         Fax: 501-376-6666

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

Headquartered in Hope, Arkansas, Meyer's Bakeries, Inc., produces
English muffins, bagels, bread sticks, energy bars, and hearth
baked specialty breads and rolls at its facilities in Hope and
Wichita.  The Company and its affiliate filed for chapter 11
protection on Feb. 6, 2005 (Bankr. W.D. Ark. Case No. 05-70837).
Charles T. Coleman, Esq., at Wright, Lindsey & Jennings LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed total
assets of $44,226,139 and total debts of $48,699,754.


MIRANT: U.S. Trustee Amends MAGi Creditors Committee Membership
---------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, William T.
Neary, U.S. Trustee for Region VI, informs the Court that J.P.
Morgan Chase & Co. and Lehman Brothers are no longer members of
the Official Committee of Unsecured Creditors for Mirant Americas
Generation, LLC.  At January 28, 2005, the MAGi Unsecured
Creditors Committee consists of:

      1. Tom Baker
         California Public Employees Retirement System
         Lincoln Plaza
         400 P Street
         Sacramento, California 95814
         Phone: (916) 341-2162
         Fax: (916) 326-3330
         tom_baker@calPERS.ca.gov

      2. Dan Gropper
         Elliott Associates, L.P.
         712 Fifth Avenue, 36th Floor
         New York, New York 10019
         Phone: (212) 506-2999
         Fax: (212) 974-2092
         Cell: (917) 692-6030
         dgropper@elliottmgmt.com

      3. Don Morgan
         Mackay Shields Financial
         9 West 57th Street
         New York, New York 10019
         Phone: (212) 230-3911
         Fax: (212) 754-9187
         don.morgan@mackayshields.com

      4. Charles Greer
         The Royal Bank of Scotland plc
         101 Park Avenue
         New York, New York 10178
         Phone: (212) 401-3757
         Fax: (212) 401-3759
         charles.greer@rbos.com

      5. Thomas M. Korsman
         Wells Fargo Bank Minnesota, National Association
         MAC N9303-120
         Sixth and Marquette
         Minneapolis, Minnesota 55479
         Phone: (612) 466-5890
         Fax: (612) 667-9825
         thomas.m.korsman@wellsfargo.com

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


MIRANT CORP: Brazos Holds $3,543,089 Allowed Unsecured Claim
------------------------------------------------------------
In 1998, Brazos Electric Power Cooperative, Inc., and Southern
Company Energy Marketing, LP, the predecessor to Mirant Americas
Energy Marketing, LP, entered into a Power Purchase and Exchange
Facilities Operation and Maintenance, and Fuel Supply Agreement.
Pursuant to the Brazos PPA, MAEM was entitled to dispatch and
receive the output of Brazos' generating facilities, and MAEM
provided Brazos with the capacity and electric energy needed to
meet the requirements of Brazos' load, subject to certain
exclusions.  In 2002, the parties entered into a settlement
agreement, which modified and supplemented the Brazos PPA.

Southern Energy, Inc., the predecessor of Mirant Corp., guaranteed
MAEM's obligations to Brazos under a Modified Brazos PPA up to a
total $55,000,000 liability cap for 2003.

In 1999, Brazos and Southern Company entered into a Power Purchase
and Sale Enabling Agreement.  Additionally, the parties entered
into a "Transaction Confirmation" dated September 11, 1999.

As part of their restructuring strategy, the Debtors sought and
obtained the Court's authority to reject:

   (1) the Brazos PPA; and

   (2) the 2002 Settlement Agreement.

Moreover, the Court established a methodology for calculating the
rejection damages arising from the rejection of the Contracts.

                     Brazos Proofs of Claim

In March 2004, Brazos filed four proofs of claim:

   -- Claim Nos. 7869 and 7947 against Mirant Corp. based on the
      Guarantee; and

   -- Claim Nos. 7870 and 7924 against MAEM, which assert
      liability for breach of contract.

Each of the Claims assert an unsecured claim for rejection damages
aggregating $4,319,523, plus all interest, costs, and fees.  The
Claims were calculated in accordance with the Rejection Order.

The Debtors dispute Claim Nos. 7869, 7947, 7870, and 7924, on the
grounds that:

   (a) the Claims are overstated and were not calculated in
       accordance with Section 502(g) of the Bankruptcy Code;

   (b) Claim Nos. 7924 is a duplicate of Claim No. 7870, and
       Claim No. 7947 is a duplicate of Claim No. 7869; and

   (c) the Claims against Mirant Corp. assert a claim for the
       same liability as that asserted against MAEM, and a double
       recovery cannot be allowed.

                      Settlement Agreement

Consequently, the Debtors and Brazos enter into a settlement
agreement, which steers clear of litigation between the parties
relating to the calculation of damages under the Rejection Order.

The terms of the Settlement Agreement include:

   (a) Brazos is allowed a $3,543,089 claim, in full and final
       satisfaction of all its prepetition claims against the
       Debtors;

   (b) The Allowed Claim is not an administrative claim and
       Brazos is not entitled to an administrative claim in
       connection with any prepetition claims against any of the
       Debtors;

   (c) Subject to a confirmed Chapter 11 plan of reorganization,
       to the extent that any portion of the Allowed Claim
       arising from the Modified Brazos PPA is not satisfied by
       MAEM, Brazos will have a residual, allowed claim -- the
       Guarantee Claim -- equal to the amount not paid by MAEM
       against Mirant Corp.;

   (d) The Settlement Agreement provides a mechanism for dealing
       with certain creditors and charges that the Electric
       Reliability Council of Texas, Inc., may impose upon MAEM
       as Qualified Scheduling Entity for Brazos in connection
       with the Rejected Contracts; and

   (e) The Settlement Agreement contains mutual releases of any
       and all claims by Brazos and the Debtors against each
       other arising under, or relating to, any and all
       agreements between them, including but not limited to the
       Rejected Contracts.

At the Debtors' request, Judge Lynn approves the Settlement
Agreement.  Claim Nos. 7924 and 7947 are deemed withdrawn, and the
amounts asserted in Claim Nos. 7869 an 7870 are deemed modified
and amended as set forth in the Settlement Agreement.

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)


ML CBO: S&P's Rating on Class A $16.89MM Notes Tumbles to D
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A notes issued by ML CBO VI 1996-C-2, an arbitrage CBO transaction
originated in October 1996 and managed by 40/86 Advisors, to 'D'
from 'CC'.

The lowered rating on the class A notes reflects the non-payment
of interest due to the class A noteholders on the Feb. 7, 2005
payment date.  Prior to the current rating action, the rating on
class A notes was lowered to 'CC' from 'CCC+' on Feb. 11, 2003.

                         Rating Lowered

                       ML CBO VI 1996-C-2

                  Rating
                  ------
      Class    To         From     Current Balance (Mil. $)
      -----    --         ----     ------------------------
      A        D          CC       $16.89

                     Transaction Information

           Issuer:             ML CBO VI 1996-C-2
           Manager:            40/86 Advisors Inc.
           Underwriter:        Merrill Lynch & Co Inc.
           Trustee:            JPMorganChase Bank N.A.
           Transaction type:   Cash flow arbitrage CBO


MURRAY INC: Wants Until July 6 to File a Chapter 11 Plan
--------------------------------------------------------
Murray, Inc., asks the U.S. Bankruptcy Court for the Middle
District of Tennessee, Nashville Division, for an extension until
July 6, 2005, of its exclusive period to file a plan of
reorganization.  The Debtor also asks that its time to solicit
acceptances of that plan be extended to Sept. 8, 2005.

The Debtor needs more time to work on a chapter 11 plan because
its efforts were focused on closing the sale of substantially all
of its assets to Briggs & Stratton, Inc.  The sale transaction
with Briggs & Stratton was completed on Feb. 1, and the Debtor can
now start negotiating with creditors to formulate a viable chapter
11 plan.

Murray assures the Court that the extension will not harm the
creditors or other parties-in-interest in its chapter 11 case.

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


NORTHERN HOTELS: Court Convenes Sale Hearing for Hotel Property
---------------------------------------------------------------
The Honorable S. Martin Teel Jr. of the U.S. Bankruptcy Court for
the District of Columbia will convene a hearing today, Wednesday,
Feb. 16, 2005, to approve Northern Hotels Corporation and its
largest secured creditor, Litchfield Financial Corporation joint
request to sell the Debtor's hotel property free and clear of
liens, claims and encumbrances and approve the auction procedures
for the hotel property.

The Debtor's hotel property is a six-story, 92-room
hotel/timeshare facility with two restaurants and a bar situated
on a 1.1-acre parcel of land located at 122 Main Street, Lake
Placid, New York.

The Debtor owes Litchfield Financial approximately $6,150,000
under a prepetition Mortgage and Renovation Loan for the hotel
property.  To secure the loan obligations to Litchfield, the
Debtor granted Litchfield first priority liens and security
interests in substantially of its assets, including a First
Mortgage on the hotel property.

The Debtor had defaulted on its loan payments to Litchfield
Financial since Sept. 2001, and on May 12, 2003, Litchfield
accelerated the entire amount owing on the First Mortgage.

The Debtor entered into a compromise agreement with Litchfield to
satisfy its claims, which was included in the Amended Plan of
Reorganization filed by the Debtor on April 28, 2004.  Judge Teel
confirmed the Debtor's Amended Plan on Dec. 17, 2004.

The Debtor and Litchfield Financial explain that the sale of the
hotel property by public auction to the highest qualified bidder
is in the best interests of the Debtor's estate and its creditors.
Litchfield is entitled to make an opening bid of $2.8 million,
which is equal to the amount appraised by Cushman & Wakefield for
the hotel property.

Headquartered in Washington, D.C., Northern Hotels Corporation
owns and operates the Northwoods Inn located in Lake Placid, New
York.  The Company filed for chapter 11 protection on
Sept. 26, 2003. (Bankr. D.C. Case No. 03-01782).  Steven H.
Greenfeld, Esq., at Cohen, Baldinger & Greenfeld LLC, represents
the Debtor in its restructuring efforts.


NORTHWESTERN CORP: Violates Ch. 11 Plan, Says Harbert Master Fund
-----------------------------------------------------------------
Harbert Distressed Investment Master Fund, Ltd., delivered the
following letter to the Board of Directors of NorthWestern
Corporation (Nasdaq: NWEC).  Harbert believes that NorthWestern
has taken actions that violate the terms of the recently
consummated NorthWestern bankruptcy reorganization plan and that
are prejudicial to the interests of holders of claims against the
bankruptcy estate, including Harbert.

             THE HARBERT DISTRESSED INVESTMENT MASTER FUND, LTD.
                        555 Madison Avenue, 16th Floor
                             New York, NY  10022

                              February 15, 2005

    VIA FACSIMILE

    Members of the Board of Directors
     of NorthWestern Corporation
    c/o Dr. Ernest Linn Draper, Jr.
    Chairman of the Board
    NorthWestern Corporation
    125 S. Dakota Avenue
    Sioux Falls, SD  57104-6403

       Re: Failure to Adhere to the Plan of Reorganization and
           Objection to Flawed Settlement with Magten Asset
           Management Corporation and Law Debenture Trust Company
           of New York

    Gentlemen:

    Harbert Distressed Investment Master Fund, Ltd. ("Harbert")
    holds approximately 20% of the Class 7 prepetition claims
    against NorthWestern Corporation ("NorthWestern" or the
    "Company"), as well as approximately 20% of the common stock
    and approximately 33% of the warrants of reorganized
    NorthWestern.  We received the latter securities by operation
    of the Second Amended and Restated Plan of Reorganization (the
    "Plan") in exchange for previously contracted bona fide debt
    of NorthWestern.  We have been told by representatives of
    holders of what we believe are a majority of both the Class 7
    prepetition claims and the new common stock that they share
    the concerns described in this letter.


    In an effort to protect the interests of Class 7 creditors
    such as Harbert, as well as shareholders, warrant-holders and
    other stakeholders in NorthWestern as they were negotiated by
    the participants to the bankruptcy proceeding and set forth in
    the Plan, I am writing to express Harbert's strong objection
    to (i) the excessive consideration proposed to be paid in the
    settlement agreement in principle that NorthWestern
    management, on February 9, 2005, announced it had reached with
    Magten Asset Management Corporation ("Magten") and Law
    Debenture Trust Company of New York LLC ("Law Debenture");
    (ii) management's and NorthWestern's outside counsel's
    continued objections to our repeated requests to add creditors
    to the Plan Committee created to review settlements proposed
    by management, notwithstanding the lack of a role of the
    Company under the Plan in constituting the Plan Committee and
    the ongoing attempts by Harbert in good faith to accommodate
    the Company's concerns; and (iii) the failure by the Company,
    after requests by Harbert first made in December, to
    distribute over 375,000 common shares with a current value of
    more than $10 million to their proper owners in Classes 7 and
    9, and to cancel more than 700,000 highly dilutive warrants,
    both of which are required by the Plan.

    We have been actively raising concerns with management and
    NorthWestern's outside counsel since December regarding
    compliance with the Plan.  After the Company announced the
    settlement last week, we raised these concerns directly with
    the Board Chairman in an effort to resolve them before more
    events transpired.  Yesterday our counsel received a letter
    from Paul Hastings, the Company's outside counsel,
    acknowledging our concerns and agreeing to further discuss
    them, and representing that no further action will be taken
    until we meet again.  However, even this letter of yesterday
    raises yet another new objection to our serving on the Plan
    Committee, which we have considered and is without merit.
    Given the previous assurances we have received from Paul
    Hastings and the actions taken by management contrary to those
    assurances, and management's recent announcement of the Magten
    settlement without properly consulting with the Board or the
    Plan Committee, we believe a clearer statement of the position
    of the Board itself on these issues, which lie at the heart of
    implementing the Plan as approved by the Bankruptcy Court, is
    merited without further delay.

    As discussed below, we believe that the proposed settlement
    violates the plain terms of NorthWestern's confirmed Plan, is
    contrary to the interests of NorthWestern and its
    shareholders, and is the product of a negotiation and approval
    process that appears to have been impaired by the existence of
    conflicts of interest on the part of management and Paul
    Hastings and a premature announcement only because of an
    unauthorized "leak" by management. We ask that the Board (i)
    promptly announce its disapproval of the proposed settlement;
    (ii) instruct management to comply promptly with the
    Company's obligations under the Plan with respect to
    distributing or canceling certain of the common stock and
    warrants proposed to be distributed in connection with this
    settlement; and (iii) take steps to protect against the
    potential future recurrence of the procedural flaws that
    appear to have contributed to management's execution and
    announcement of this proposed settlement without appropriate
    Board consultation and while raising unwarranted objections to
    our role on the Plan Committee.

    The proposed settlement appears to be contrary to the
    interests of NorthWestern and its shareholders, and its
    negotiation and approval appear to have been tainted by
    conflicts of interest.

    Harbert was active in the reorganization proceedings of
    NorthWestern and in negotiating for rights and value under the
    Plan that will be impaired by the Company's actions to date
    which are the subject of this letter.  As of October 2004,
    Harbert was in a position to assess the low likelihood of a
    recovery by Magten under its litigation.  We understand that
    little has changed regarding the facts of that litigation
    since the Company's Plan was confirmed in October.  Moreover,
    we received assurances in December from Gary Drook, the
    Company's CEO, and in December and January from Paul Hastings
    that the litigation continues to be without merit.  While we
    understand the desire to end the distraction and legal fees
    associated with litigation, the amount of consideration
    proposed in this settlement cannot be justified.


    As described in NorthWestern's February 9, 2005 press release,
    the proposed settlement calls for NorthWestern to distribute
    to Law Debenture, on behalf of Magten and the other non-
    accepting Class 8(b) QUIPS holders, (i) approximately 870,000
    shares of NorthWestern common stock that under the Plan's
    express terms were set aside in reserves established for Class
    9 pending litigation claims, which the press release
    inaccurately characterizes as "worth $17.4 million" and which
    in fact are worth more than $24 million, and (ii) 382,732
    shares of NorthWestern common stock and 710,449 warrants not
    distributed to Class 8(b) claimants because those holders had
    elected to litigate rather than settle.

    The proposed settlement appears, on its face, to be contrary
    to the interests of NorthWestern, its shareholders, warrant-
    holders, and pre-petition creditors.  As noted above, the
    settlement calls for NorthWestern to distribute to Law
    Debenture approximately 1.25 million shares of NorthWestern
    common stock, as well as more than 710,000 warrants.  Using
    yesterday's closing price of $28.05, the common stock to be
    distributed has a total value of approximately $35 million.
    In addition, the value of the warrants to be distributed using
    yesterday's closing price of about $5 is in excess of
    $3.5 million, for a total settlement value of more than
    $38 million.  By contrast, Magten is seeking to recover only
    approximately $50 million -- i.e., the full amount of the
    prepetition debt (plus accrued interest) held by Magten and
    the other rejecting plaintiffs. In other words, the proposed
    settlement would pay Magten and the other plaintiffs a 75%
    recovery on their claim.  A payment of this magnitude appears
    to be grossly excessive, particularly in light of what we
    understand to be Magten's very low chance of prevailing in its
    litigation.  NorthWestern's chief executive officer, Gary
    Drook, informed me, during a December 21, 2004 meeting, that
    he understands Magten's chances of prevailing to be very low,
    a view that Paul Hastings confirmed with us last month.

    Furthermore, neither Mr. Drook nor Paul Hastings communicated
    any reason to believe a settlement was required on an
    expedited basis.  Indeed, this lack of urgency in negotiating
    a settlement was the principal reason Harbert did not press
    the Company more forcefully until now on adding the
    appropriate members to the Plan Committee established to
    review settlements.

    Finally, the disparity between the high amount of the
    settlement and the lack of merit of the litigation, as
    communicated by comments by the Company in public disclosure
    and by the creditors in bankruptcy court, will make it more
    difficult for the Company to negotiate reasonable settlements
    with the other litigation claimants that remain. The signal
    sent by this settlement, if not promptly rejected by the
    Board, is that the Company is willing to settle litigation at
    almost any cost.

    Why did management announce a proposed settlement that appears
    to be so excessive in amount before properly vetting it with
    the Board and Plan Committee?  We are concerned that the
    answer may rest, at least, in part, on the conflicts of
    interest that appear to have marred the process by which the
    settlement was negotiated and approved.  These conflicts arose
    at several levels.  First, it appears that management's
    interests in negotiating the settlement may not have been
    properly aligned with those of the Company, its shareholders
    generally and its creditors like Harbert whose rights and
    value were established under the Plan and are also now
    shareholders.  We understand that at least one member of
    management, Michael Hanson, is a defendant in litigation
    brought by Magten, which the proposed settlement would have
    resolved.  In addition, management may have been unduly
    influenced, in its settlement deliberations, by a desire to
    avoid the burden on management time and resources that a
    continuation of the Magten litigation might have entailed.
    Since the shares being proposed to be paid in the Magten
    litigation are already outstanding and are either held in
    reserve under the Plan for litigation or distributable to
    Class 7 and 9 creditors, payment of even a large amount of
    such shares is not dilutive to shares owned by management but
    is highly dilutive to most of the Company's shareholders.
    Finally, we understand that the Company's counsel, the Paul
    Hastings law firm, suffers from a conflict of its own, in that
    at least one of the suits that Magten is prosecuting and that
    the proposed settlement would have resolved names Paul
    Hastings as a defendant.  As a defendant in the Magten
    litigation, and a direct beneficiary of any settlement, Paul
    Hastings is not in a position to evaluate and advise the
    Company objectively as to the merits of any proposed
    settlement of that litigation.

    The proposed settlement violates the express terms of the
    Company's confirmed Plan of Reorganization:

    Section 4.8 (b)(ii) of the Plan gives each member of Class
    8(b) the right to elect either a settlement option,
    denominated "Option 1," or a litigation option, denominated
    "Option 2."  Each holder who elects Option 1 is to receive its
    pro rata share of 1.4% of the new common stock of NorthWestern
    to be issued and outstanding on the Effective Date (prior to
    dilution), plus its pro rata share of warrants exercisable for
    an additional 2.3% of new common stock.  Each holder who
    elects Option 2 is to receive its pro rata share of any
    recoveries eventually obtained upon resolution of the so-
    called QUIPS Litigation.  As to each holder in Class 8(b) who
    chooses Option 2, Section 4.8(b)(ii) goes on to provide that
    any New Common Stock which otherwise would have been
    distributable to such holder if such holder had chosen Option
    1, shall be distributed, pro rata to Class 7 and Class 9, and
    the Warrants which otherwise would have been distributable
    will be cancelled.

    The proposed settlement would contravene NorthWestern's
    express obligations under Section 4.8(b)(ii) of the Plan --
    specifically, its obligations (i) to distribute to members of
    Class 7 and Class 9 the new common stock that would have been
    distributed to holders electing Option 2 had they chosen
    Option 1, and (ii) to cancel the warrants that would have been
    distributed to such holders had they chosen Option 1. There is
    no basis in the Plan for NorthWestern's continued failure to
    distribute these shares and cancel these warrants.

    The Board of Directors should disapprove the proposed
    settlement, instruct management to comply with the Company's
    obligations under the Plan, and take steps to cure the flaws
    that appear to have tainted the settlement process.  We are
    confident that, having been apprised of the flaws that mar
    both the proposed settlement and the process that led
    management to approve it, the Board of Directors will take
    prompt and effective corrective action.  As a creditor
    entitled under the Plan to rights and value established
    thereunder, we ask that the Board take the following steps, in
    addition to whatever other steps it may deem appropriate:

    1. The Board should disapprove the proposed Magten settlement,
       and should instruct management not to take any further
       steps to consummate the settlement or to seek Bankruptcy
       Court approval for it.

    2. The Board should instruct management to cause the Company
       promptly to comply with its obligations under Section
       4.8(b)(ii) of the Plan -- specifically, its obligations (i)
       to distribute to members of Class 7 and Class 9 the new
       common stock that would have been distributed to Class 8(b)
       had it not rejected the Plan, and (ii) to cancel the
       warrants that would have been distributed to such holders
       had they not rejected the Plan.

    3. The Board should take proper steps to protect against the
       potential future recurrence of the flaws that appeared to
       have marred the negotiation and approval of the pro posed
       Magten settlement.  For example:

       (a) In instances where (as appears to have been the case
           here) members of management suffer from a conflict of
           interest, the Board should ensure that the settlement
           is negotiated by members of the Board or management who
           are free of any such conflict.

       (b) In instances where (as appears to have been the case
           here) the Company's counsel suffers from a conflict of
           interest, the Company should retain special counsel to
           advice it in connection with settlement negotiations
           and to advise the Board in connection with its review
           and approval of the settlement.

       (c) We understand from the Company's outside counsel that,
           in the present case, the Company was compelled to issue
           a press release disclosing the terms of the proposed
           Magten settlement, prior to Board approval, in response
           to an unauthorized "leak" by the Company concerning
           that settlement.  We urge the Board to investigate the
           source of this leak and to take proper steps to prevent
           future leaks of the terms of other settlements.  In the
           event (which we trust is very unlikely) that the terms
           of any future proposed settlement were to be leaked
           before the Board had reviewed and approved it, any
           press release issued by the Company should be drafted
           so as to minimize public misperceptions concerning the
           Company's level of support for the settlement in
           question.  Specifically, any such press release should
           disclose that the settlement in question is subject to
           the Board's review and approval and has not yet been
           approved; that the settlement is also subject to review
           and potential objection by the Plan Committee; and that
           the press release was occasioned by an inadvertent
           disclosure, to which the Company felt compelled to
           respond.

       (d) Pursuant to Section 7.9 of the Plan, the Company is
           required to submit material proposed settlements to the
           Plan Committee for its review.  For the past several
           months, Harbert -- as the Company's largest shareholder
           and one of the largest holders of its pre-petition debt
           -- has been requesting appointment to that Committee of
           itself and other creditors (most of which are also now
           shareholders) as contemplated by the Plan.  This
           committee at present has only one member, Wilmington
           Trust.  We understand that that Committee's one member
           has the power to appoint additional members of its
           choosing and is amenable to appointing Harbert.  The
           Company and its counsel, however, has delayed Harbert's
           appointment by interposing a series of objections,
           which in our view lack merit.  It is imperative that
           this process be completed without further delay, so
           that Harbert and one or more other appropriate creditor
           representatives can be added to the Plan Committee
           before any further material settlements are proposed.


   We appreciate the Board's consideration of these issues and
   urge the Board to take prompt and appropriate action.

                                  Sincerely,


                                Philip Falcone

     Cc: Jesse Hibbard, HBK Investments, LP
         Robert Platek, MSD Capital
         Kevin Cavanaugh, Greenwich Capital
         Robert Fraley, Fortress Investment
         Robert Fields, MFP Investors LLC
         Mike Embler, Franklin Mutual Advisors
         Peter Faulkner, PSAM
         John Barrett, Avenue Capital
         Brett Haire, Brave Asset Management
         Sandra Ortiz, Wilmington Trust
         Alan Kornberg, Paul Weiss
         Phil Bentley, Kramer Levin
         Tom Knapp, NorthWestern General Counsel

As reported in the Troubled Company Reporter on Feb. 10, 2005,
NorthWestern reached an agreement in principle, which would settle
all pending legal actions, appeals, claims and disputes by and
among NorthWestern, Magten Asset Management Corporation and Law
Debenture Trust Company of New York LLC.  The settlement is
subject to completing mutually acceptable definitive documentation
and ultimate approval by the United States Bankruptcy Court for
the District of Delaware.

According to Gary G. Drook, NorthWestern President and Chief
Executive Officer, the settlement, if approved by the Bankruptcy
Court, will resolve the only pending appeal of NorthWestern's
confirmed plan of reorganization and resolves a significant amount
of pending legal actions, claims and disputes brought by Magten
and Law Debenture, in its capacity as Indenture Trustee on behalf
of itself and the "non-accepting" Class 8(b) holders of the
Montana Power QUIPs securities.

Harbert Distressed Investment Master Fund, Ltd. is focused on
high-yield (special situation) and distressed securities on both
the long and short sides, including debt and equity investments in
turnarounds, restructurings, liquidations, event driven situations
and inter-capital structure arbitrage.

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which took effect on
Nov. 1, 2004.

At Sept. 30, 2004, Northwestern Corp.'s balance sheet showed a
$602,981,000 stockholder's deficit, compared to a $585,951,000
deficit at Dec. 31, 2003.


OFFICEMAX INC: S&P Puts BB Corp. Credit Rating on CreditWatch Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for
OfficeMax Inc., including the 'BB' corporate credit rating, on
CreditWatch with negative implications.

"This action reflects our concerns regarding the company's
softer-than-expected results for the fourth quarter and the
resignation of its CEO, Christopher C. Milliken," said Standard &
Poor's credit analyst Stella Kapur.  OfficeMax now needs to fill
three key senior management positions, including that of CEO, CFO,
and president of the retail business.

Management's revised guidance for full-year 2004 operating income
is $125 million-$135 million.  Based on this guidance, Standard &
Poor's now expects that OfficeMax's credit measures will be weaker
than expected and weak for the current rating, with lease-adjusted
debt to EBITDA at around the mid 4x area.

However, we recognize that the company has very good liquidity
levels, with more than $1 billion in cash following the recent
monetization of its timberland installment notes. This exceeds its
funded debt and tax liabilities.  Also, it does not appear that
there will be a material impact to OfficeMax's financial
statements following the company's internal investigation into
accounting for vendor income.  This investigation is expected to
be completed by the third full week of February 2005.

Standard & Poor's will resolve this CreditWatch listing after
reviewing the company's operating performance, business outlook,
future strategy, and progress in filling its key senior management
positions.


OWENS CORNING: Won't Sue Doctors for False X-Ray Readings
---------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 21, 2005,
Credit Suisse First Boston, as Agent for the prepetition
institutional lenders to Owens Corning and certain of its
affiliates, wants permission to file lawsuits for fraud and
negligent misrepresentation against physicians who falsely
reported chest radiograph (x-ray) readings as positive for
asbestos-related disease when, in fact, the readings showed no
compensable injury.  These physicians, include:

   (1) Raymond A. Harron;
   (2) Jay T. Segarra;
   (3) Philip H. Lucas;
   (4) James W. Ballard; and
   (5) 100 John Doe physicians.

                         Debtors Respond

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, asserts that CSFB has not presented "cause" to warrant
withdrawal of the reference pursuant to Section 157(d) of the
Judiciary Procedures Code.  CSFB's request to commence an
adversary proceeding is a "core proceeding" that is routinely
decided by the Bankruptcy Court.  Thus, there is no reason why the
District Court, rather than the Bankruptcy Court should decide the
commencement of an adversarial case.

Mr. Pernick notes that while the allegations in the proposed
adversary complaint relate to asbestos, they are not relevant to
the estimation proceedings, for which the hearing has already been
held.

"It is noteworthy that CSFB did not include in any of its
pleadings, either to this Court or the Bankruptcy Court, the
Debtors' response to its request that the Debtors institute an
action against particular B-Readers," Mr. Pernick says.

Roger E. Podesta, Esq., at Debevoise & Plimpton LLP, in New York
wrote to CSFB's counsel Barry R. Ostrager, Esq., at Simpson
Thatcher Bartlett LLP, why the Debtors are reluctant to pursue an
adversary case against the B-readers.  Mr. Podesta explained that
the Debtors had previously considered suing several of the
B-readers, particularly Dr. Raymond A. Harron.  However, after due
consultation, Owens Corning concluded that ILO X-ray readings were
too subjective, and that variations in X-ray interpretations
between legitimate B-readers were too substantial, to make out an
attractive fraud case.  Thus, Owens Corning decided to focus their
RICO lawsuits (the Pitts and McNeese lawsuits) primarily on
pulmonary function testing that it believed could be shown to be
objectively fraudulent.

A full-text copy of Mr. Podesta's letter is available at no charge
at:

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

Owens Corning may reconsider its objection to CSFB's prosecution
of the proposed complaint if CSFB agrees not only to bear the
costs of litigation but also to indemnify Owens Corning, its
directors, officers, agents, professionals and employees from any
counterclaims that may be filed by the B-readers.

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)


PACIFIC GAS: Asks Court to Approve Mirant Settlement Agreement
--------------------------------------------------------------
On Jan. 14, 2005, Pacific Gas & Electric Company, Mirant
Corporation and the California State Parties, including the
California Attorney General, the California Public Utilities
Commission, and the California Department of Water Resources,
entered into a Settlement and Release of Claims Agreement.

William J. Lafferty, Esq., at Howard, Rice, Nemerovski, Canady,
Falk & Rabkin, informs the U.S. Bankruptcy Court for the Northern
District of California that the Settlement Agreement resolves a
variety of issues arising out of complex and disputed litigation
and investigations related to the energy crisis in California
during 2000 and 2001.  It also resolves disputes between Mirant
parties and PG&E regarding claims each has asserted in the other's
Chapter 11 proceedings.

                          Mirant Claims

On September 5, 2001, Mirant Americas Energy Marketing, LP,
Mirant Delta, LLC, and Mirant Potrero, LLC, each filed proofs of
claim against PG&E.  Claim No. 8872 filed by MAEM sought recovery
of amounts allegedly due for unpaid for energy sales from MAEM to
the California Independent System Operator Corporation and the
California Power Exchange, on PG&E's behalf, totaling in excess
of $500 million.  Claim No. 8875 filed by Mirant Delta and Claim
No. 8876 filed by Mirant Potrero each asserted, inter alia,
liability against PG&E:

     (i) on account of obligations under the Purchase and Sale
         Agreement, pursuant to which PG&E sold, and Mirant Delta
         and Mirant Potrero purchased, certain power plant
         assets and related assets in California, prior to the
         commencement of PG&E's bankruptcy case, and

    (ii) on account of the Reliability Must Run Agreements between
         the parties.

PG&E objected to the Mirant Delta and Mirant Potrero Claims, and
these objections are pending before the Court.  Pursuant to the
confirmed Amended Joint Plan of Reorganization, the time for PG&E
to object to the Claim filed by MAEM is extended until the time
as the FERC Refund Proceedings are concluded, which PG&E contends
will ultimately determine the amount, if any, of MAEM's Claim,
subject to proceedings in the Bankruptcy Court to reconcile the
allowed amount of MAEM's claim with the amount approved by the
FERC and, Mirant contends, to its rights to have the amounts owed
be adjudicated in proceedings in Mirant's bankruptcy case.

Mirant and its affiliated entities commenced proceedings under
Chapter 11 in the United States Bankruptcy Court for the Northern
District of Texas, Fort Worth Division, on July 14, 2003.

                           PG&E Claims

On Dec. 15, 2003, PG&E timely filed several proofs of claim in
various of the Mirant Debtors' cases.  PG&E filed Claim No. 6518
in MAEM's bankruptcy case, asserting claims in connection with net
amounts owed PG&E as determined in the FERC Refund Proceedings
ongoing at the FERC.  In addition, the FERC Proceedings Claim also
reserves PG&E's right to seek additional damages against MAEM,
based on the conduct which is the subject of the FERC Refund
Proceedings or that may be asserted pursuant to the Claim or
otherwise.  In the FERC Proceedings Claim, PG&E asserted a right
of set-off of its claims against any claims asserted by MAEM in
the PG&E Bankruptcy Case, and, for that reason, asserted that the
FERC Proceedings Claim was a secured claim.

PG&E also filed claims in the Mirant Delta and Mirant Potrero
cases, seeking recovery of amounts due under the RMR Agreements.

                 Escrow for Class 5 and 6 Claims

On November 13, 2003, PG&E and a number of creditors holding
Class 6 claims under PG&E's Plan of Reorganization entered into a
stipulation to resolve objections to Class 6 claims.  Pursuant to
the Class 6 Stipulation, PG&E agreed to deposit $1.6 billion into
a claims escrow account.  Following the Debtor's Plan of
Reorganization, the Court approved the creation of a separate
escrow account for the disputed Class 6 claims.

In addition to the Class 6 Escrow, PG&E established an escrow for
disputed claims in Class 5.  In accordance with the Escrow order,
PG&E set aside funds in the escrow account, including $19,543,645
on account of the RMR claims of Mirant Delta and $4,601,224 on
account of the RMR claims of Mirant Potrero, aggregating to
$24,144,869, plus interest earned.

                     The Settlement Agreement

As settlement of the FERC Refund and various civil claims, PG&E,
San Diego Gas & Electric Company, Southern California Edison, and
the California State Parties will collectively receive an
assignment of all of MAEM's rights to receive payment from the
CAISO and the CalPX for approximately $320 million.

The Agreement provides that PG&E, SoCal, San Diego will also
share a $175 million aggregate allowed claim against MAEM.

Mr. Lafferty adds that other participants in the California
energy market may decide to "opt-in" to the Settlement, provided
that if they do so, the settling participants must share the
benefit of the assigned receivables.

In addition, on account of its RMR claims, PG&E will receive:

   (a) allowed claims against Mirant Delta for $63 million,
       with assurance that the claims will be paid in the
       face amount;

   (b) certain rights with respect to certain "wraparound
       agreements," which entitle PG&E to obtain power from
       certain units of power plants owned by Mirant entities;

   (c) the right to receive either (i) an assignment of all
       rights held by certain Mirant Debtors, or (ii) an allowed
       claim against Mirant Delta for either $70 million or
       $85 million, with assurances that the claim will be paid
       in the face amount; and

   (d) the parties to the Settlement Agreement will release each
       other and waive all claims against each other.

PG&E believes the Settlement Agreement constitutes an
"appropriate disposition" of its claims against the Mirant
parties.

Accordingly, PG&E asks the Bankruptcy Court to approve the
Settlement Agreement.

PG&E also seeks authority to withdraw $116,825,071 from the Class
6 Escrow, plus interest earned, and the same amount from the
Mirant Class 5 Escrow Funds, plus related interest earned.

The Settlement Agreement is also subject to approval of the
Mirant Bankruptcy Court.

Judge Montali will convene a hearing on March 8, 2005, at 1:30
p.m. to consider PG&E's request.

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


PEGASUS SATELLITE: Court Approves Secured Lenders Settlement Pact
-----------------------------------------------------------------
Pegasus Satellite Communications, Inc., and its debtor-affiliates
obtained the United States Bankruptcy Court for the District of
Maine's approval for a settlement agreement with the Official
Committee of Unsecured Creditors and a bank steering committee of
lenders.

Pursuant to the Stipulation, the parties agree that:

    (a) The Debtors will pay:

        * $9,229,296 to the Senior Secured Lenders in satisfaction
          of the Senior Lenders' Prepayment Premium.  If not paid
          within the two-day period after Court approval of the
          Stipulation, the Senior Settlement Amount will accrue
          interest of $3,161 per diem for each day until the
          amount is paid in full.  No amount will be payable by
          the Debtors on account of the Senior Default Interest
          Amount; and

        * $2,096,773 to the Junior Secured Lenders in satisfaction
          of the Junior Prepayment Premium.  To the extent the
          Junior Settlement Amount is not paid within a two-day
          period after the Court approves the Stipulation,
          interest of $718 per diem will accrue for each day until
          the amount is paid in full.  No amount will be payable
          by the Debtors on account of the Junior Default Interest
          Amount.

        Approximately $8,704,407 of the Senior Settlement Amount
        will be paid to Bank of America, N.A., as administrative
        agent, as a voluntary prepayment amount.  Bank of America
        will distribute the amount to the Tranche D Lenders.
        Approximately $524,889 of the Senior Settlement Amount
        will be paid to Madeleine, LLC, who will distribute the
        amount to the Revolving Lenders.

    (b) Within two business days after the approval of the
        Stipulation has become final and payment of the Senior
        Settlement Amount and Junior Settlement Amount are
        received by the Senior Lenders and Wilmington Trust, the
        Bank Steering Committee and Wilmington Trust will withdraw
        the Premium Motions, with prejudice.

    (c) All reasonable professional fees and expenses incurred
        by the Senior Lenders and Wilmington Trust in connection
        with the Debtors' Chapter 11 cases will be paid by the
        Debtors within 10 calendar days of receipt of an invoice
        for the professional fees and expenses by the Debtors
        and counsel to the Committee.

    (d) Upon receipt by the Senior Lenders and Wilmington Trust of
        the Senior and Junior Settlement Amounts, the Debtors will
        no longer be required to comply with the provisions of the
        Cash Collateral Order with respect to the Senior Lenders
        and Wilmington Trust, and the Cash Collateral Order will
        no longer be in force or effect with respect to the
        Debtors' obligations to the Senior Lenders and Wilmington
        Trust, but all obligations of the Debtors contained in the
        Cash Collateral Order with respect to the Committee will
        remain in full force and effect.

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


PILGRIM'S PRIDE: Higher Free Cash Flow Cues Moody's to Up Ratings
-----------------------------------------------------------------
Moody's Investors Service upgraded Pilgrim's Pride's senior
implied rating to Ba2 from Ba3, its senior unsecured note rating
to Ba2 from B1, and its senior subordinated note rating to Ba3
from B2.  The rating outlook is stable.

The ratings upgrades reflect the impact of strong markets for
chicken during 2004, which boosted Pilgrim's Pride's free cash
flow and enabled the company to pay down debt taken on to fund the
acquisition of ConAgra's chicken division in November 2003.  The
upgrade also considers that Pilgrim's Pride has largely integrated
the ConAgra operations and has a comfortable financial cushion to
weather the inherent volatility in the poultry business.  The
two-notch upgrade of the senior unsecured and senior subordinated
notes conform the note ratings with Moody's notching practices for
issuers with a senior implied rating of Ba2 or better.

Moody's ratings actions for Pilgrim's Pride Corporation are:

   i) $300 million 9.625% Senior Unsecured Notes, due September
      2011 -- to Ba2 from B1,

  ii) $100 million Senior Subordinated Notes, due May 2013 -- to
      Ba3 from B2,

iii) Senior Implied rating -- to Ba2 from Ba3,

  iv) Unsecured Issuer rating -- to Ba2 from B2.

Moody's does not rate the Company's $168 million senior secured
revolver, maturing 2007; its $500 million senior secured
revolver/term loan, maturing 2011; or $124 million of privately
held senior secured notes, maturing 2012/13.  Pilgrim's Pride also
has a $125 million accounts receivable facility and $7 million of
other debt (as of 1/1/05).  The Company had no drawings under its
revolvers or accounts receivable facility at 1/1/05; approximately
$32 million of revolver commitments were used to back letters of
credit.

Pilgrim's Pride's ratings are supported by its scale ($5.7 billion
of revenues) and market position.  The Company has a diverse
customer base and wide distribution reach.  Integration of the
ConAgra business has been largely accomplished, with synergies in
excess of initial estimates.  Pilgrim's Pride now is the second
largest chicken producer in the U.S. (16% market share, behind
Tyson, at 23%, and ahead of the 9% share of the third largest
producer, Gold Kist).

Moody's expects the Company to remain one of the dominant North
American poultry producers as the industry continues to
consolidate.  The ratings also recognize Pilgrim's Pride's long
established focus on value-added, prepared products (about 45% of
chicken sales), which have higher margins and less volatility than
commodity fresh products.  The Company's scale positions it well
to supply these value-added prepared chicken products to the large
national food service and quick-service restaurant channels, and
the company is building penetration of prepared products into the
retail grocery channel.  In addition, the ratings take into
account favorable underlying demand trends for poultry,
particulary for value-added, prepared products.

The ratings further consider that Pilgrim's Pride has built up a
strong liquidity cushion, facilitated by the supportive chicken
markets after acquiring the ConAgra business in November 2003.
Free cash flow after dividends and capital spending has been ample
($245 million in the LTM ending 1/1/05), amplified by the chicken
market strength during 2004, which more than offset higher grain
costs.  Debt has been reduced to $534 million at 1/1/05, from
$784 million at 1/3/04, while cash balances have increased to
$171 million from $98 million.

Although chicken markets are off their peaks, grain prices have
moderated, and export demand has remained solid, supporting cash
flow generation over the near term.  Moody's expects free cash
flow to drop materially over the next year, however, due to a
large planned increase in capital spending (to $175-200 million in
FY05 from $83 million in FY04).  Nevertheless, Pilgrim's Pride's
large cash balances and moderate leverage are expected to provide
an adequate cushion of financial flexibility to weather unexpected
business pressures and weaker poultry markets.

The ratings are restrained by Pilgrim's Pride's business
concentration on chicken, primarily in the US, and the inherent
earnings volatility of its business.  Poultry processors are
exposed to commodity input (grain) and output (meat) prices that
are highly variable.  A material portion of Pilgrim's Pride's
sales remain in the low margin, fresh meat segment, which has wide
margin variations resulting from commodity price swings.  Poultry
markets also can be impacted by international trade-related
developments, such as tariff negotiations with Mexico and changing
Russian import regulations.

Export markets are important to US processors because they provide
an outlet for dark meat and other chicken products not valued by
the US consumer.  In addition, poultry operations are exposed to
potential disease and product contamination related losses, such
as Avian influenza and listeria contamination, both of which
significantly impacted Pilgrim's Pride's profitability in 2002/03.

The stable ratings outlook assumes Pilgrim's Pride will maintain
moderate leverage and a comfortable financial cushion while
markets are favorable, so that leverage does not become unduly
high when commodity markets become more challenging, unexpected
events or pressures impact cash flow, or debt is added for
acquisitions.

The ratings could become pressured if free cash flow after
dividends and capital spending could be expected to drop and
remain much below 5% of outstanding debt in a down cycle.
Debt-financed acquisitions, as industry consolidation continues,
also could pressure the ratings if the debt component leaves
insufficient financial cushion for periods of market weakness or
adverse business developments following the acquisition.  The
ratings could gain support over time from continued growth in more
stable, value-added products that reduce business volatility.
Strategic acquisitions could be positive if well bought and funded
with a balance of equity and debt.

The senior unsecured notes are rated at the senior implied level.
They are effectively subordinated to $131 million of senior
secured debt (as of 1/1/05).  The notes do not currently benefit
from guarantees, but would be guaranteed on a senior unsecured
basis by any domestic subsidiaries that were to incur
indebtedness.  Pilgrim's Pride currently does not have subsidiary
debt.  Substantially all its domestic operations are held
directly, not through subsidiaries.

The senior subordinated notes are notched below the senior implied
rating to reflect their subordinated status in the capital
structure.  The one notch gap between the senior implied and
subordinated notes conforms to Moody's notching practices for
issuers having a senior implied rating of Ba2 or better.  The
subordinated notes do not initially benefit from subsidiary
guarantees but would be guaranteed on a subordinated basis by
domestic subsidiaries that incur indebtedness in the future

Pilgrim's Pride currently has moderate leverage and strong
liquidity.  Outstanding debt was $534 million at 1/1/05, cash
balances were $171 million, and LTM EBITDA was $444 million.
Debt/LTM EBITDA was 1.2x (1.3x adjusted for operating leases).
LTM free cash flow after $83 million of capital spending and
$4 million of dividends was $245 million.

Capital spending is expected to increase to $175-$200 million for
FY05, however, which, combined with some weakening in poultry
markets, is likely to result in lower free cash flow over the next
year.  The Company's cash balances and financial flexibility,
nevertheless, should enable leverage to remain reasonable for the
rating level.

Pilgrim's Pride Corporation, based in Pittsburg, Texas, is a
producer of fresh and further processed chicken and turkey
products in the U.S. and Mexico.  The Company had revenues of
$5.7 billion in the twelve months ending 1/1/05.


PUERTO VEN QUARRY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Puerto Ven Quarry Corporation
        P.O. Box 99
        Mercedita, Puerto Rico 00715

Bankruptcy Case No.: 05-01240

Chapter 11 Petition Date: February 10, 2005

Court: District of Puerto Rico (San Juan)

Judge: Gerardo A. Carlo

Debtor's Counsel: Winston Vidal Gambaro, Esq.
                  P.O. Box 193673
                  San Juan, PR 00919
                  Tel: 787-751-2864

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

Total Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Veronica Lee Barnes           Loan                      $251,876
27 North Moore St., Apt. 3C
New York, NY 10013

CRIM                          Taxes                     $208,384
P.O. Box 1195387
San Juan, PR 00191

KCIRE Corp.                   Royalty                    $80,122
P.O. Box 414
Mercedita, PR 00715

RCS Equipment Inc.            Lease                      $77,500
12937 W. Okeechobee Rd.
Condominium D, Units 2 & 3
Hialeah Gardens, FL 33016

PIM Geotechnical              Services                   $37,993

Internal Revenue Services     Payroll tax                $37,524

RIMCO Inc.                    Rental                     $30,260

Erick J. Rodriguez            Loan                       $29,820

Kevane Soto Pasarel           Services                   $18,085

Fondo Seguro Estado           Insurance                  $17,587

Departamento Haciendo         Payroll tax                $16,322

Saint James Security          Services                   $15,792

Esso Standard Oil             Supplies                    $9,948

Environmental Power           Services                    $9,527

MB Investments & Service      Supplies                    $7,155

Depart. Del Trabajo           Payroll tax                 $7,060

Jose F. Rodriguez             Loan                        $6,250

Cartspro                      Supplies                    $5,600

Valvila Petroleum, Inc.       Supplies                    $5,300

Marichal & Hernandez LLP      Services                    $5,066


RIVERSIDE FOREST: Redeeming $52.5 Million 7-7/8% Senior Notes
-------------------------------------------------------------
Riverside Forest Products Limited is redeeming US$52,500,000
aggregate principal amount of the 7-7/8% senior notes due 2014
pursuant to Section 3.07(a) of the Indenture dated as of
February 25, 2004, between Riverside and Wells Fargo Bank,
National Association as Trustee.  The redemption date is
February 17, 2005.  In accordance with the Indenture, the
redemption price will be 107.875% of the principal amount of the
Notes, plus accrued and unpaid interest to the date of redemption.

The redemption of the Notes is being funded with the net cash
proceeds from the issuance of 1,850,000 common shares to a
subsidiary of Tolko Industries Ltd. at a price of Cdn$40 per share
for aggregate proceeds of Cdn$74,000,000, pursuant to an agreement
entered into on February 3, 2005, and approved by Riverside's
Board of Directors, including all of its independent directors, on
that date.

Riverside also announces that, effective on January 24, 2005,
Tolko acquired all the remaining common shares of Riverside that
it did not own pursuant to the compulsory acquisition provisions
of the Business Corporations Act of British Columbia, with the
result that Tolko now holds 100% of the common shares.  As a
result of that acquisition, Riverside's common shares have been
de-listed from the Toronto Stock Exchange and, pursuant to an
order of the securities commissions in Canada, Riverside has
ceased to be a reporting issuer in all Canadian jurisdictions.

Riverside will continue to meet its US reporting obligations under
Section 4.03 of the Indenture with respect to annual financial
information on Form 20-F and all quarterly financial information
on Form 6-K that it would be required to provide under the laws of
British Columbia as if its securities remained listed on the
Toronto Stock Exchange whether or not they are so listed.
Riverside expects to deliver and file its quarterly report for the
first quarter ended Dec. 31, 2004, not later than Feb. 14, 2005.

Riverside Forest Products Limited is the fourth largest lumber
producer in British Columbia with over 1.0 Bbf of annual capacity
and an annual allowable cut of 3.1 million cubic metres.  The
company is also the second largest plywood and veneer producer in
Canada.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 8, 2004,
Moody's Investors Service affirmed Riverside Forest Products
Limited's B2 senior unsecured rating and changed the outlook to
developing.

As reported in the Troubled Company Reporter on August 27, 2004,
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and senior unsecured debt ratings on Kelowna,
B.C.-based Riverside Forest Products Ltd. on CreditWatch with
developing implications.


SEGA GAMEWORKS: Selling All Assets to SS Entertainment for $8.1M
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, approved the sale of substantially all of
SEGA Gameworks LLC's assets to SS Entertainment U.S.A., Inc., for
$8,126,000.  The Purchased Assets include, among others,
intellectual property rights -- copyrights, domain names, computer
software, source code and the like.

The alternative bid of uWink, Inc., for $7,825,000 is the back-up
bid.  The Debtor is authorized to accept this bid until
March 3, 2005, if SS Entertainment and the Debtor fail to close
the Sale.

The Debtor is also authorized to disburse the sale proceeds to
Heller EMX, Inc., and Key Corporate Capital, Inc., on account of
these creditors' secured claims.  The amount of these claims is
not readily determinable from bankruptcy court records.  The
Debtors' Schedule D, filed on April 24, 2004, reported $0 owed on
account of these secured claims.

Full text copies of the Court order and the Asset Purchase
Agreement are available for a fee at:

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

Headquartered in Glendale, California, SEGA Gameworks LLC --
http://www.gameworks.com/-- operates 16 video arcades in 11 US
states, Canada, Guam, and Kuwait.  The Company filed for chapter
11 protection on March 9, 2004 (Bankr. C.D. Calif. Case No.
04- 15404).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill represents the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
both estimated debts and assets of $50 million.


STELCO INC: Severstal Group Makes Offer & Bid Must Top $727 Mil.
----------------------------------------------------------------
Severstal Group has made a formal offer to Hamilton-based Stelco,
Inc.  Details of the terms of the offer will not be made public at
this time in compliance with the capital raising and sales process
order made by the Ontario Superior Court.

As reported in the Troubled Company Reporter on Dec. 1, 2004, the
Superior Court of Justice (Ontario) approved the commitment of
Deutsche Bank Securities, Inc., and Deutsche Bank AG as the
"stalking horse" in the Company's capital raising process.

Deutsche Bank signed a term sheet providing for the
recapitalization of Stelco involving a financing package of
$900 million.  The financing includes:

   (1) an asset-based loan facility co-underwritten by Deutsche
       Bank AG and CIT Business Credit Canada for which Deutsche
       Bank Securities will act as lead arranger, and

   (2) a purchase commitment by Deutsche Bank Securities of Stelco
       convertible notes and bridge notes.

Dow Jones reports that the value of Deutsche Bank's bid is
$727 million, so Severstal's offer needs to top that amount.

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Algoma Steel, Inc., announced its possible interest in
participating in the process.  Island Energy Partnership -- IEP, a
joint venture between the Ontario Teachers' Pension Plan Board and
Sherritt International Corporation, announced that it had
submitted a $1.8 billion recapitalization and asset purchase
proposal.  This $1.8 billion proposal includes the purchase of
assets and additional capital investment by IEP in the assets
after they have acquired them from Stelco.

Severstal Group is the principal operating company within a major
Russia-based industrial group with substantial assets in
metallurgy; mining; automobile manufacture; machinery;
transportation and other businesses.  The company's principal
activity is the production and sale of steel and steel products.
It operates more than 30 plants in 14 regions of Russia and in the
United States, produces approximately 14 million tons of steel
annually, and exports to more than 100 countries.

Stelco, Inc. -- http://www.stelco.ca/-- which is currently
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  Consolidated net sales in
2003 were $2.7 billion.


SOLUTIA INC: Wants to Enter into Astaris Consent Agreement
----------------------------------------------------------
On April 29, 1999, Solutia, Inc., and FMC Corporation entered into
a joint venture agreement, under which each party was to
contribute its own phosphorus chemicals business and facilities to
form Astaris, LLC.  Astaris manufactures and sells phosphorus
chemicals, phosphoric acid and phosphate salts used in foods,
cleaners, water treatment and pharmaceuticals.

On April 1, 2000, Solutia and FMC entered into a separate Master
Lease and Operating Agreement with Astaris, pursuant to which
Solutia and FMC agreed to operate the facilities contributed to
Astaris in exchange for payments to be made by Astaris to Solutia
and FMC, on account of the operating services rendered.  The
Operating Agreements are consistent with other Solutia operating
agreements establishing a "guest/operator" arrangement.

To reduce Astaris' cash flow deficits due to its operating
restructuring, Astaris requested that Solutia and FMC each agree
to modify the payment terms under the Joint Venture Agreement, the
Operating Agreements and two related agreements, so that Astaris
could defer the payment of certain charges that would otherwise
become due and payable during the 24 consecutive calendar months
from October 2003 to September 2005.  Solutia and FMC did agree to
the requested deferral.  Solutia and FMC agreed to defer, on an
equal basis, a portion of the fees and charges payable by Astaris
during the Deferral Period, up to a total of $27 million each.
Beginning in October 2003, Astaris started deferring payments.

Following the bankruptcy petition date, Astaris, Solutia and FMC
agreed to formalize the prepetition agreement permitting the
Deferrals.  On September 28, 2004, the U.S. Bankruptcy Court for
the Southern District of New York approved and authorized the
documentation of that prepetition agreement.

As of December 31, 2004, the balance of Deferrals owed by Astaris
to Solutia was about $15,900,000, and Solutia anticipates that the
total amount of Deferrals owed to it as of the execution of the
Astaris Credit Agreement will be about $16,400,000.

                     The Astaris Refinancing

On September 4, 2000, Astaris entered into a secured credit
agreement by and with certain lenders and Bank of America, N.A. as
administrative agent.  Astaris' obligations to the lenders are
supported by Solutia in the form of a letter of credit issued for
the benefit of Bank of America in the undrawn face amount of
$10,000,000 under Solutia's DIP financing facility.

Astaris is in the process of refinancing its obligations under its
existing credit facility with the proceeds of loans to be made
under a new three-year revolving credit agreement with certain
lenders and Citicorp.  On execution of the Astaris Credit
Agreement:

   (i) the Astaris LC will be surrendered for cancellation; and

  (ii) the accrued Deferrals will be paid off and the Deferral
       Agreement will be terminated by mutual agreement of the
       parties.

By canceling the Astaris LC, Solutia will free up $10,000,000 of
available credit under the DIP Agreement and eliminate the
$225,000 annual fee associated with the Astaris LC.  In
combination with the cash infusion from the payment of the accrued
Deferrals, the cancellation will result in an immediate
$26,000,000 increase in Solutia's liquidity.

In exchange for the payment of the accrued Deferrals prior to the
expiration of the Deferral Period, the lenders under the Astaris
Credit Agreement will require that both Solutia and FMC consent to
certain restrictions in the Astaris Credit Agreement that impact
the Members on a going forward basis.  The Astaris Credit
Agreement prohibits certain payments on account of equity and
indebtedness to the Members upon the occurrence and during the
continuance of any default by Astaris under the Astaris Credit
Agreement, and during the existence of other conditions related to
Astaris' financial position.  Thus, while the new Astaris Credit
Agreement will allow Astaris to pay off the Deferrals, the
provisions of that credit agreement may require certain new
deferrals of payments coming due to Members in the future.
However, the Astaris Payment Restrictions are not applicable to
any payments for goods and services in the ordinary course of
business, which payments represent the majority of obligations
owing to Solutia.  Rather, Solutia estimates that the maximum
amount of payments to Solutia that could potentially be deferred
in the event that the Astaris Payment Restrictions were triggered
would be approximately $7,000,000 during the first year and
$2,000,000 during each of the two remaining years of the facility.

Citicorp has required that each of the Members enter into a
Consent Agreement with Citicorp, under which the Member:

     (i) acknowledges and consents to the Astaris Payment
         Restrictions;

    (ii) agrees not to declare a default under any agreement with
         Astaris caused by deferrals required by the Astaris
         Payment Restrictions;

   (iii) agrees not to take enforcement actions to collect any
         amounts deferred as required by the Astaris Payment
         Restrictions; and

    (iv) represents that the Astaris Payment Restrictions do not
         conflict with, or cause a default under, the Member's
         material contracts.

In addition, the Consent Agreement includes a waiver by the
Members of any rights or claims that it may have against any
person other than Astaris arising out of or relating to the
inclusion of the Astaris Payment Restrictions in the Astaris
Credit Agreement.  In the case of Solutia, Citicorp has agreed
that effectiveness of certain provisions of the Consent Agreement
may be conditioned upon Bankruptcy Court approval.

Solutia anticipates that deferrals of payments to Members required
by the Astaris Payment Restrictions would be short-term in nature
and a substantially smaller amount than the projected Deferrals
under the Deferral Agreement.  Furthermore, Solutia believes that
the Astaris Credit Agreement will improve the value of Solutia's
joint venture interest, providing further business justification
for Solutia's consent to the Astaris Payment Restrictions.
Consenting to the Astaris Payment Restrictions and entering into
the Consent Agreement will not conflict with the provisions of the
DIP Agreement.

                 Set-off of Prepetition Obligations

Pursuant to a Limited Liability Company Agreement, Solutia is
obligated to reimburse Astaris in the event that any deterioration
in Solutia's creditworthiness results in an increased cost of
credit to Astaris under Astaris' existing credit facility.  The
Interest Reimbursement Obligations constitute prepetition
obligations owed by Solutia to Astaris.  As a condition to
agreeing to payment of the Deferrals at the time of its
refinancing rather than at the expiration of the Deferral Period,
Astaris has required that it be permitted to set off the accrued
Interest Reimbursement Obligations against a portion of the
prepetition Deferrals to be paid off in connection with its
refinancing transaction.  Solutia estimates that the amount of the
Interest Reimbursement Obligations owing to Astaris equals
$444,669.

Solutia asks the Court:

   (a) for permission to enter into the Consent Agreement;

   (b) to approve its termination of the Deferral Agreement upon
       repayment of the Deferrals; and

   (c) to lift the automatic stay to the extent necessary to
       allow Astaris to exercise set-off rights with respect to
       the accrued Interest Reimbursement Obligations.

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)


TRUMP HOTELS: Judge Wizmur Approves Amended Disclosure Statement
----------------------------------------------------------------
The Hon. Judith Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey approved on Feb. 14, 2005, the Amended
Disclosure Statement explaining the Amended Plan of Reorganization
filed by Trump Hotels & Casino Resort, Inc., and its
debtor-affiliates.

The Debtors are now authorized to distribute the Amended
Disclosure Statement and solicit acceptances for the Amended Plan
of Reorganization.

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

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

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

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

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

Exhibits to the Amended Disclosure Statement include:

    -- THCR Debt Restructure

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

    -- Preliminary Analysis of General Unsecured Claims

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

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

                        DJT Transactions

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

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

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

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

                World's Fair Site Properties   $7.5 million

                             *    *    *

          Valuation of DJT New Trademark Agreement

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

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

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

                   Class A Nomination Period

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

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

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

             Currently Issued Old THCR Common Stock

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

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

                        New Common Stock

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

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

                          DLJMB Claims

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

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

                  Power Plant Group Litigation

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

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

                       Special Committee

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

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

                          Projections

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

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

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

The Court will consider confirmation of the Plan on April 5, 2005.

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.


UAL CORP: Names Cindy Szadokierski Corporate Real Estate VP
-----------------------------------------------------------
UAL Corporation, parent company of United Airlines, named Cindy
Szadokierski as vice president of Corporate Real Estate.  In her
new role, Ms. Szadokierski is responsible for United's domestic
and international real estate holdings, airport relationships and
construction activity.  She succeeds Kathryn Mikells, who was
recently named vice president and treasurer.

"I am very pleased to announce Cindy's appointment to this
position," said Jake Brace, United's executive vice president,
chief financial officer and chief restructuring officer.  "Her
leadership last summer was instrumental in United's successful
United Express transition at our Washington hub, and her 20 years
of experience with the company in a variety of divisions will
serve United well."

Most recently, Ms. Szadokierski served as managing director for
United Express, as well as the general manager of United's hub at
Washington Dulles International Airport, where she led the team
that focused on transitioning United Express operations from
Atlantic Coast Airlines to a number of new partner regional
carriers.  Originally hired in January 1985 as a reservations
sales and service representative, she progressed through positions
of increasing responsibility in Reservations, Human Resources,
Customer Service and Sales.

Ms. Szadokierski holds an undergraduate degree in French and
masters' degrees in education, business administration and
supervision.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.


US AIRWAYS: Court Approves GE Capital Global Settlement
-------------------------------------------------------
US Airways, Inc., and its debtor-affiliates sought and obtained
the authority of the U.S. Bankruptcy Court for the Eastern
District of Virginia to amend and modify their Global Settlement
with General Electric Capital Corporation to:

   1) reflect the priority of the liens granted on four CRJ-700
      aircraft; and

   2) increase the amount the Debtors are authorized to draw down
      under the 2001 Credit Facility from $10,000,000 to
      $21,500,000.

                         The GECC Liens

Pursuant to the Global Settlement, the parties amended the 2001
Credit Facility to grant GECC junior liens on four CRJ-700
aircraft.  This additional security takes the form of a third lien
position on the four CRJ-700 aircraft and a first lien position on
one CF34 spare engine.  The aggregate of any senior liens on the
collateral is not to exceed $62,000,000.

Under the Global Settlement, GECC was granted a second lien
position on one CRJ-700 aircraft and third lien positions on three
CRJ-700 aircraft.  Accordingly, the Debtors want to correct this
error so that the Global Settlement Order reflects that, upon the
Debtors' drawdown under the 2001 Credit Facility, GECC will hold a
second lien on one CRJ-700 aircraft and third liens on the three
CRJ-700 aircraft.

                   The Credit Facility Drawdown

The Debtors also want to modify the drawdown amount under the 2001
Credit Facility to reflect a credit against the outstanding
principal balance made subsequent to the Order.

Under the Global Settlement, GECC will purchase three A319s, three
A320s, five A321s, 14 CFM56-5B spare engines, 14 CFM56-3B spare
engines and certain engine stands that secure the 2001 Credit
Facility and the 2003 Liquidity Facility.  GECC will also purchase
nine CRJ-200s and one CRJ-700 aircraft that is currently a
mortgaged debt financed by GECC.  The purchases total
$640,420,000, subject to adjustment.  The parties anticipated
that, after application of the sale proceeds, the outstanding
balance on the 2001 Credit Facility would be $14,990,000.  The
Debtors would then be permitted to drawdown $10,000,000, resulting
in a balance of up to $24,99,000.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
states that the Settlement was formulated under the assumption
that the transactions would be completed by February 15, 2005.
However, this will not happen.  On January 18, 2005, the Debtors
fulfilled their requirement under the 2001 Credit Facility to make
a $11,500,000 principal payment.  As a result, the balance on the
2001 Credit Facility at the critical juncture will be $3,490,000,
rather than $14,990,000.  For the Debtors to fully realize the
benefits of the Global Settlement, the parties will increase the
drawdown from $10,000,000 to $21,500,000.  By making this
adjustment, the outstanding principal balance of the 2001 Credit
Facility will be $24,990,000, as originally provided for in the
Global Settlement and approved by the Court.

Mr. Leitch explains that the modifications will not alter the
underlying economics of the Global Settlement and its effect on
the Debtors' estates.  By increasing the drawdown to adjust for
the January Payment, the 2001 Credit Facility Balance after
application of the Sale-Leaseback sale proceeds will remain the
same -- $24,990,000.  Mr. Leitch has assured the Court that no
other terms of the Global Settlement will be impacted.

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)


US AIRWAYS: Agrees with GE Capital to File Ch. 11 Plan Next Month
-----------------------------------------------------------------
US Airways Group, Inc., and GE Capital Aviation Services and GE
Engine Services (GEES) have reached agreement on a revised
schedule for the airline's filing of a Plan of Reorganization with
the U.S. Bankruptcy Court.

The original schedule for a Feb. 15, 2005 filing of a Plan has
been moved to March 15, 2005, to make the schedule more consistent
with the court's granting US Airways exclusive rights to file a
plan through March 31, 2005.  The agreement with GECAS and GEES
reconfirms US Airways' commitment to file a POR that seeks
emergence from Chapter 11 no later than June 30, 2005.

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: EDS Holds Superpriority Admin. Claim Up to $28 Million
------------------------------------------------------------------
Electronic Data Systems Corporation and EDS Information Services,
L.L.C., asked Judge Mitchell of the U.S. Bankruptcy Court for the
Eastern District of Virginia to require US Airways, Inc., and
debtor-affiliates to provide adequate assurance of payment for
postpetition services.  As reported in the Troubled Company
Reporter on Jan. 4, 2005, the Debtors want the Court to deny the
request.

The parties, after arm's-length negotiations, settled the matter.

The Debtors and EDS will continue to operate under the Services
Agreement in the ordinary course of business.  EDS will be allowed
a Superpriority Administrative Claim for accrued and unpaid
postpetition services rendered under the Contract, with a
$28,000,000 cap.  The Superpriority Claim is subordinate to:

   (a) all allowed secured claims;

   (b) all granted and allowed superpriority administrative
       claims; and

   (c) any allowed and unpaid postpetition claims incurred in the
       ordinary course of these proceedings by the Debtors'
       professionals.

The parties will negotiate "diligently and in good faith in an
effort to reach mutually acceptable modifications to the Contract
for purposes of assumption."  If the Debtors reject the Contract,
EDS will provide post-rejection transition assistance for 12
months and outsourced services for 15 months.

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 Court to Okay Philadelphia Sale/Leaseback Deal
----------------------------------------------------------------
The City of Philadelphia owns and operates the Philadelphia
International Airport.  US Airways, Inc., and its
debtor-affiliates and the City are parties to various
prepetition lease agreements for certain facilities at the
Philadelphia Airport.

The Debtors seek Judge Mitchell's authority to enter into a
Purchase Agreement with the City for the sale and lease-back of
30 Jet Bridges.  The Debtors will sell the Jet Bridges to the City
and subsequently lease them back.  The Agreement includes all
machinery and equipment attached to the Jet Bridges or necessary
for operation at Terminals B and C of the Airport.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explains that the Debtors will sell the Jet Bridges free and clear
of all liens, claims and encumbrances.   The Jet Bridges will be
transferred to the City in their "as-is," "where-is," and "with
all faults" condition, including customary warranties and
representations.

A purchase price will be determined pursuant to an appraisal by an
industry-recognized appraiser.  The City will enter into an
agreement for a purchase price only upon acceptance of the
Appraisal.  At this stage, the parties expect the purchase price
to be approximately $6,000,000.

The City will pay the Debtors through a Credit Memo.  The Debtors
will apply the credits to obligations incurred to the City in 2005
for goods, services, and rental obligations.  The City will
deliver the Credit Memo to the Debtors when they will transfer
title to the Jet Bridges to the City.

The Debtors have Equipment Use Credits from the City due to the
offset of $7,600,000 for use of baggage conveyor systems, loading
bridges, and other equipment from fiscal year 2002 through fiscal
year 2004.  The City will set off a portion of the Equipment Use
Credit allocable to the prepetition period against its fixed and
non-contingent prepetition claims against the Debtors, which total
$3,900,000.  The Debtors have another $4,767,000 in credits,
subject to final reconciliation, which will be applied against
their obligations to the City for 2005.

As partial consideration to the City for entering into the
Purchase Agreement, the Debtors will provide an affirmative
Majority-in-Interest vote for a terminal expansion and
modernization request dated January 10, 2005.

Once the City receives the title, the parties will enter into a
lease agreement for the use and maintenance of the Jet Bridges.
Rent will be payable monthly, and will be based on amortization of
the appraised value of the Jet Bridges over their useful life.

Mr. Leitch states that through the Purchase Agreement, the Debtors
will conserve cash through $6,000,000 in credits with the City.
The amount will be available to the Debtors in lieu of cash
obligations otherwise due to the City on account of goods,
services and rent 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. 81; Bankruptcy Creditors' Service, Inc., 215/945-7000)


UNITED REFINING: Looks to Raise $25M from 10-1/2% Sr. Notes Offer
-----------------------------------------------------------------
United Refining Company intends to commence a private placement
offering to eligible purchasers of an additional $25 million
principal amount of its 10-1/2% Senior Notes Due 2012.  The
Additional Notes are to be issued under an indenture dated as of
August 6, 2004, pursuant to which $200,000,000 of notes of the
same series were previously issued.  The resale of the Additional
Notes in connection with the private placement offering, which is
subject to market and other conditions, will be made within the
United States only to "qualified institutional buyers"(as defined
in Rule 144A under the Securities Act of 1933, as amended) and
outside the United States only to non-U.S. investors under
Regulation S of the Securities Act of 1933, as amended.

The Company intends to use the net proceeds from this offering to
pay down a portion of its outstanding indebtedness under its
revolving credit facility.

United Refining Company -- http://www.urc.com/-- is an
independent refiner and marketer of petroleum products.  It fuels
cars, trucks, airplanes and farm and construction equipment, as
well as the homes and industries in one of America's largest
concentrations of people and commerce.  Their market includes
Pennsylvania and portions of New York and Ohio.

                         *     *     *

As reported in the Troubled Company Reporter on July 27, 2004,
Standard & Poor's Ratings Services assigned its 'B-' rating to
United Refining Company's $200 million senior notes due 2014.


VERIZON GLOBAL: Fitch May Downgrade Ratings Due to MCI Acquisition
------------------------------------------------------------------
Fitch Ratings has placed the 'A+' rating on Verizon Global
Funding's outstanding long-term debt securities on Rating Watch
Negative, and the 'B' senior unsecured debt rating of MCI, Inc.,
on Rating Watch Positive following the announcement that Verizon
Communications will acquire MCI for approximately $4.8 billion in
common stock and $488 million in cash.

Including MCI's estimated net debt of approximately $4 billion at
the time of the close of the transaction, the total value of the
transaction is approximately $9.3 billion.  MCI, prior to the
close of the transaction, will pay out quarterly and special
dividends of $4.50 per share, or $1.463 billion, to its existing
shareholders.

The Rating Watch Negative also applies to the existing long-term
debt of other Verizon subsidiaries, as listed below.  The 'F1'
ratings assigned to Verizon Global Funding and Verizon Network
Funding are not on Rating Watch Negative and have been affirmed.
Verizon Global Funding primarily funds the nonregulated operations
of Verizon.  Verizon Global Funding is a subsidiary of Verizon,
and benefits from a support agreement with Verizon.  Verizon
Communications' implied senior unsecured rating is also 'A+'.

The rating action reflects the need to evaluate:

    -- The moderately higher business risk profile of Verizon
       following its acquisition of MCI;

    -- The potential synergies to be achieved;

    -- The outcome of the regulatory approval process.

    -- The potential for other bids to arise for MCI.

Taking into account the remaining cash on MCI's balance sheet, the
transaction is not expected to have a material effect on Verizon's
credit protection measures.  Verizon's debt-to-EBITDA in 2004 was
1.4 times and on a stand-alone basis is expected to improve
slightly in 2005, even allowing for a 10% increase in capital
spending and spending on spectrum acquisitions totaling $3.5
billion or more.  MCI's EBITDA is expected to continue to decline
in 2005, although its financial flexibility remains adequate given
its estimated year-end cash balance of $5.5 billion.  Fitch
estimates pro forma leverage for the combined companies in 2006
could approximate 1.4x-1.5x.  As the transaction is currently
envisioned, a downgrade, should it occur, would be limited to one
notch, but if Fitch can attain a high degree of confidence
regarding the combined entity's financial and business risk
profile, the current rating could be affirmed.

Business risk elements surrounding the transaction include the
weak fundamentals of the long distance industry, the risk that
anticipated synergies are materially less than originally
contemplated, and the impact of the integration costs on the
combined companies' cash flow.  As with other long distance
carriers, in recent years MCI's revenues have declined in recent
years due to extreme pricing pressure for its products and
services.  MCI also has suffered from a lack of growth
opportunities in its core business.  The potential negative
business risk aspects of the transaction are expected to be
moderated by the synergies that can be achieved in network
operations, sales functions, information technology, and corporate
overheads.

The transaction will be subject to regulatory and shareholder
approval.  After the necessary approvals are obtained, the
transaction is expected to close, which could be in the first half
of 2006.  Material conditions arising from the regulatory approval
process could have an impact on the final economics of the
transaction and the ultimate credit profile of the combined
company.

At this time it has not been disclosed if Verizon will guarantee
or legally assume MCI's outstanding debt.  Without a guarantee,
MCI's debt would likely be upgraded to two notches below Verizon's
rating, but the notching could be more or less depending on an
evaluation of the integration of MCI's assets into Verizon's
operations.

A critical consideration in Verizon's rating is that Verizon's
revenue mix is becoming increasingly oriented toward growth areas,
with 39% of its total revenues derived from rapidly growing
Verizon Wireless, and an additional 14% of its revenues coming
from wireline growth areas such as long distance service, high-
speed data services, and initiatives in the business market.  The
proportion of these revenues in the mix is expected to continue to
grow, primarily as a result of the strong performance of Verizon
Wireless.  On a volume basis, Verizon's total connections (defined
as total switched access lines plus digital subscriber lines and
wireless subscribers) grew 5.2% to 100.4 million on a year-over-
year basis at the end of 2004.  The growth factors are important,
sustainable offsets to the impact of substitution and competition
in the traditional wireline business.

With respect to potential activity regarding an increased stake in
Verizon Wireless, Fitch believes Verizon will act to maintain a
credit profile consistent with its current rating.  Moreover, the
company's current deleveraging 'path' is to enhance its financial
flexibility should such an opportunity occur.  Fitch believes that
an increased stake in Verizon Wireless is somewhat more likely to
come through negotiations rather than the currently existing put
arrangement.

Verizon's liquidity is strong, as it has an undrawn $5 billion
credit facility to back its commercial paper.  The facility
expires in June 2005, and has a two-year term-out option.  In
2004, free cash flow after dividends and capital spending was
approximately $4.3 billion.  Intermediate-term liquidity needs are
expected to be addressed through strong free cash flows and could
be supplemented by additional asset sales.  The company has also
stated that its stake in Omnitel, an Italian wireless operator
controlled by Vodafone, would be an important consideration in a
transaction involving Vodafone's stake in Verizon Wireless.

These subsidiary ratings are placed on Rating Watch Negative by
Fitch:

   GTE Corp.

       -- Debentures/notes 'A+'.

   NYNEX Corp.

       -- Debentures 'A+'.

   Verizon New York

       -- Debentures 'A+'.

   Verizon Credit Corp.

       -- Notes 'A+'.

   Verizon Florida

       -- Senior unsecured debentures 'A+'.

   Verizon New England

       -- Senior unsecured bonds 'A+';
       -- Debentures 'A+';
       -- Notes 'A+'.

   Verizon South

       -- Senior unsecured debentures 'A+'.

   GTE Southwest

       -- Senior unsecured debentures 'A+'.

   Verizon California

       -- First mortgage bonds 'A+';
       -- Senior unsecured debentures 'A+'.

   Verizon Delaware

       -- Senior unsecured debentures 'A+'.

   Verizon Maryland

       -- Senior unsecured debentures 'A+'.

   Verizon New Jersey

       -- Senior unsecured debentures 'A+'.

   Verizon North

       -- First mortgage bonds 'A+'
       -- Senior unsecured debentures 'A+'.

   Verizon Northwest

       -- First mortgage bonds 'A+';
       -- Senior unsecured debentures 'A+'.

   Verizon Pennsylvania

       -- Senior unsecured debentures 'A+'.

   Verizon Virginia

       -- Senior unsecured debentures 'A+'.

   Verizon Washington D.C.

       -- Senior unsecured debentures 'A+'.

   Verizon West Virginia

       -- Senior unsecured debentures 'A+'.

These ratings remain on Rating Watch Negative where they were
placed on May 25, 2004, due to the pending sale of Verizon Hawaii:

   Verizon Hawaii

       -- First mortgage bonds 'BBB-';
       -- Debentures 'BB+'.

These ratings are affirmed by Fitch:

   Verizon Global Funding

       -- Commercial paper 'F1'.

   Verizon Network Funding

       -- Commercial paper F1'.

Fitch also places MCI on Rating Watch Positive:

   MCI Inc.

       -- Senior unsecured debt 'B'.


WESTERN WATER: Will Exhaust Cash by March 31 Absent Financing
-------------------------------------------------------------
Western Water Company's principal activity had been to acquire and
develop water assets in California and in the Cherry Creek basin
in Colorado.  The Company did so because it believed that there is
a growing demand for water resources in both of these areas in
which demand is expected to exceed the water resources currently
available.  However, the Company has encountered significant
regulatory obstacles in its attempts to develop and transfer water
for delivery to potential customers in California.  These
regulatory obstacles were compounded by the electric energy crisis
in California that rendered many transfers uneconomic because of
the high and unrecoverable cost of pumping water over long
distances, and by the Company's weakened financial condition.  The
Company has also faced significant competition in arranging water
transfers from governmental agencies.  In addition, the process
for developing the regulatory framework and physical
infrastructure necessary to complete commercial deliveries in
Colorado has taken longer than originally anticipated.

Over the last few years, the Company has investigated and actively
pursued several potential alternatives for achieving profitable
operations in the emerging water market, or a sale or merger of
the Company that would recover fair value for its investors.  In
that process, the Company has evaluated numerous asset
development, asset sale, and business combination strategies in
concert with a variety of counter-parties.  The Company has
entered into confidentiality agreements and due diligence
processes with several counter-parties.  However, none of these
proposed transactions was successfully concluded and none is
currently under consideration.

                      Going Concern Doubt

Western Water Company has been and continues to be unable to
generate sufficient cash from operations to pay for operating
expenses, to meet debt service obligations, and to pay preferred
stock dividends.  The Company had paid for these financial
obligations using cash from its consulting activities, the sale of
assets, and short-term, asset-secured loans.  There is substantial
doubt about the Company's ability to generate additional cash from
asset sales and loans to fund its operations through
Sept. 30, 2005, and beyond, or to meet other financial obligations
following the expenditure of its current cash balance.  Unless the
Company is able to sell additional assets and arrange additional
financing, the Company will run out of cash in the quarter ending
March 31, 2005.  Therefore, the Company is taking steps to sell
additional assets and is pursuing a short-term, asset-secured
interim operating loan.  The Company can give no assurance that it
will be successful in completing additional asset sales or
arranging the financing.

                  Likely Default in September

The Company is dependent upon the orderly and timely sales of its
California assets as well as interim financing to provide a
portion of the cash necessary to fund the Company's operations for
the period of the Company's current planning horizon ending
September 30, 2005.  The Subordinated Debentures mature on
September 30, 2005.  The Company currently plans to meet its
obligation to pay the Subordinated Debentures ($8,318,000 in
principal amount) through the monetization of the Cherry Creek
Project in Colorado.  However, there can be no assurance regarding
the Company's ability to sell its remaining California assets at
fair value, or to fund operations, or to monetize the Cherry Creek
Project for an amount, or within the time necessary, to pay the
Subordinated Debentures.

The Company plans to fund its foreseeable working capital needs
from existing cash, net proceeds of the anticipated sale of
certain existing assets, the proceeds of asset-secured loans, and
the outright sale of the Cherry Creek Project. No assurance can be
given that the Company will be able to sell its assets as planned
or that the Company will be able to raise additional funds when
and if needed to sustain its operations, including Cherry Creek
Project development activities.  The inability of the Company to
sell its assets as planned or raise additional funds when and if
needed could impair the Company's ability to operate as a going
concern.  In addition to the Company's outstanding Subordinated
Debentures maturing on September 30, 2005, its Amended Promissory
Notes and Promissory Notes mature on October 1, 2005, and the
Series C Preferred Stock and Series F Preferred Stock are subject
to mandatory redemption beginning in fiscal 2007 and fiscal 2010,
respectively.

In light of the ongoing uncertainties associated with the
Company's ability to continue as a going concern, the Company's
previous independent registered public accounting firm provided a
going concern uncertainty explanatory paragraph in its unqualified
opinion with respect to the Company's consolidated financial
statements for the year ended March 31, 2004.  Consistent with the
fiscal 2004 consolidated financial statements, the unaudited
condensed consolidated financial statements do not include any
adjustments that might be necessary should the Company be unable
to continue as a going concern.

As of December 31, 2004, the Company had cash and cash equivalents
of $486,252.  Based on the Company's current cash balances, unless
it successfully monetizes the West Basin water rights, obtains
interim operating financing and otherwise generates additional
cash, the Company's current cash reserve is expected to be
exhausted prior to March 31, 2005.  As of December 31, 2004, the
Company had a working capital deficit and a current ratio of
$9,135,000 and 0.12:1, respectively, as compared to working
capital and a current ratio of $2,111,000 and 2.98:1,
respectively, at March 31, 2004.  During the nine months ended
December 31, 2004, the Company operated at a net loss of
$2,208,000 and used cash and cash equivalents of $930,000.  The
net use of cash and cash equivalents resulted from the net cash
use of $2,042,000 for operating activities that was offset by net
cash of $1,111,000 provided by investing activities.  The
principal uses of cash for operating purposes were general and
administrative expenses, consisting mainly of compensation,
professional fees relating to periodic reporting requirements,
consulting fees for services provided to supplement the Company's
reduced staff, and insurance expenses.  The net cash of $1,111,000
provided by investing activities resulted principally from the
sale of certain of the Company's real estate assets in California.

                       Liquidity Pressure

The Company faces acute pressure on its liquidity.  During the
nine months ended December 31, 2004, the Company's operating
expenses have consumed cash while the sale of real estate assets
has partially replenished cash.  Because the Company does not
generate operating revenues sufficient to meet its operating
expenses, the Company is dependent on projected asset sales that
are not certain of completion to replenish its cash and maintain
operating liquidity until such time as the Company can monetize
its Cherry Creek Project, including through the potential outright
sale of the Project.  However:

     (i) there is material uncertainty regarding the Company's
         ability to negotiate and sell assets at fair value in a
         timely manner in order to fund operations;

    (ii) the Company has few assets left to sell; and

   (iii) while management believes that demand for the Company's
         water resources in Colorado continues to increase, the
         schedule for monetizing the value of the Cherry Creek
         Project is uncertain in light of the Colorado Office of
         the State Engineer's adverse decision with respect to the
         Company's application for a substitute water supply plan.

In light of recent and planned property sales and the consequences
of the decision of the Colorado Office of the State Engineer, the
Company has revised its cash forecast and operating plans. Based
on its current forecast of operating expenses, further expected
asset sales, the expectation that it will be able to arrange
interim financing on a secured basis, if necessary, and the amount
of its cash, the Company believes that it has sufficient capital
resources to fund its operations until approximately September
2005.  However, in the event that the Company is unable to
replenish its cash resources from some combination of the forgoing
sources, the Company expects to exhaust its current cash resources
by approximately March 31, 2005.

Western Water Company is a leading water resource company in the
wholesale, non-regulated water market in the Western United
States.

Acquiring, developing and marketing wholesale water supplies to
cities and water districts in the Western United States, the
company actively pursues opportunities to purchase reliable water
supplies that can be used to augment or supplement local municipal
supplies and thereby participate in the growth of the region.


WHEELING-PITTSBURGH: Assigning Central W. Va. Energy Coal Pact
--------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation asks the U.S. Bankruptcy
Court for the Northern District of Ohio for authority to assign a
Coal Supply Agreement with CENTRAL WEST VIRGINIA ENERGY COMPANY
dated as of November 15, 1993, as modified by a letter agreement
dated as of March 30, 2002 and a May 2, 2002 Order from the
Bankruptcy Court authorizing the Debtor to assume the contract.

The Honorable Kay Woods will review the Debtor's request at a
hearing in Youngstown on Tuesday, March 15, 2005.

                     Agreement Assumed in 2002

Wheeling-Pittsburgh tells Judge Woods that it owns and operates
coke-making facilities located in Follansbee, West Virginia.  The
Plant uses several types of metallurgical coal as raw materials in
the production of coke, which in turn is used in the production of
steel.  WPSC and CWVEC entered into the Coal Supply Agreement in
1993.  Under the Coal Supply Agreement, CWVEC agreed to supply
WPSC with WPSC's annual requirements for "high volatile coking
coal" meeting certain specifications.  The Coal Supply Agreement
originally was to have a 10-year term.  In early 2002,
representatives of WPSC and representatives of CWVEC discussed the
terms on which the Coal Supply Agreement might be amended and then
assumed by WPSC pursuant to section 365 of the Bankruptcy Code.
The parties ultimately agreed to enter into the Letter Agreement
dated as of March 30, 2002, which set forth the terms on which the
Coal Supply Agreement would be modified as simultaneously assumed.
One of the agreed modifications was an extension of the term of
the Coal Supply Agreement through 2010.  In the Letter Agreement,
WPSC agreed to make a $7,205,515.56 cure payment of in 60 equal
$120,091.93 monthly installments, commencing Nov. 2, 2002.  WPSC
also agreed to pay $724,780 as a "Price Adjustment Receivable";
that payment was to be made in 12 equal monthly installments,
commencing June 2, 2002.  The Letter Agreement modified the terms
of the original Coal Supply Agreement and gave WPSC the authority
to assign WPSC's rights under the Coal Supply Agreement, subject
to Bankruptcy Court approval.  Judge Bodoh approved the contract
assumption on May 2, 2002.

                      The Proposed Assignment

On December 28, 2004, WPSC announced that it had signed a non-
binding letter of intent to enter a joint venture with flat rolled
sheet steel producer Severstal North America Inc.  If consummated,
the agreements would require Severstal to contribute $140 million
over four years to rebuild the Plant.  Severstal also would pay
WPSC $20 million when a joint venture deal closes. In return,
after making its capital  contributions, Severstal would own 50%
of the joint venture and would be entitled to 50% of the coke
produced by the Plant.  WPSC would continue to operate the Plant
for the joint venture.

The proposed joint venture agreements will be of substantial
benefit to WPSC, Michael E. Wiles, Esq., at Debevoise & Plimpton
LLP, tells the Court, because they will enable needed
modifications and repairs to the Plant, thereby helping to assure
a continued source of coke supplies.

The assignment of the Coal Supply Agreement to the new entity that
will be formed as part of the planned joint venture is an
important part of the joint venture.  The Coal Supply Agreement
provides an assured source of supply at favorable prices.  The
proposed assignment of the Coal Supply Agreement will not have any
credit implications for CWVEC, because WPSC (as well as it joint
venture partner) will continue to be liable for all obligations
owed to CWVEC under the Coal Supply  agreement if, for some
reason, those obligations are not paid by the joint venture
entity. In addition, the planned repairs to the Plant will not
increase the Plant's capacity and therefore will not increase the
Plant's coal requirements.


Wheeling-Pittsburgh Steel Corporation and eight debtor-affiliates
filed for Chapter 11 protection on Nov. 16, 2000 (Bankr. N.D. Ohio
Case No. 00-43394).  WPSC was the nation's seventh largest
integrated steelmaker at the time, reporting $1.3 billion in
assets and liabilities exceeding $1.1 billion.  In September 2002,
Royal Bank of Canada filed an application on behalf of the company
with the Emergency Steel Loan Guarantee Board to obtain a $250
million federal steel loan guarantee. The application for the loan
guarantee was approved in March 2003.  The Debtors' plan of
reorganization was confirmed on June 18, 2003, and the plan became
effective on August 1, 2003.  Michael E Wiles, Esq., at Debevoise
& Plimpton LLP, and James M. Lawniczak, Esq., at Calfee, Halter &
Griswold LLP, represent the Debtor.


WINN-DIXIE: Three Critical Deadlines -- Mar. 1, Mar. 31 & May 31
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter, WINN-
DIXIE STORES, INC., WINN-DIXIE SUPERMARKETS, INC., WINN-DIXIE
MONTGOMERY, INC., WINN-DIXIE PROCUREMENT, INC., and WINN-DIXIE
RALEIGH, INC., as Borrowers under a Second Amended and Restated
Credit Agreement dated as of June 29, 2004, obtained a waiver of
an EBITDA test through June 29, 2005, from the consortium of
lenders under that credit facility.  Winn-Dixie had promised the
lenders that EBITDA would hit $132 million on a trailing 13-week
basis by this time.  The waiver restored up to $100 million of
borrowing availability under the facility, subject to Winn-Dixie's
compliance with three key requirements by three critical
deadlines:

     -- Financial Advisor. By no later than March 1, 2005, Winn-
        Dixie must engage, at it own expense, a Financial Advisor
        acceptable to the Lenders;

     -- Operating Plan.  The Financial Advisor must deliver to
        the Lenders, no later than May 31, 2005, a report
        describing in reasonable detail Winn-Dixie's projections,
        financial and operating plans, in satisfactory scope,
        form and substance;

     -- Leasehold Mortgages.  By no later than March 31, 2005,
        Winn-Dixie must receive duly executed counterparts of
        mortgages, in form and substance reasonably satisfactory
        to them, pledging properties as collateral to secure
        repayment of the company's obligations to the Lenders.
        The leasehold properties must be acceptable to the
        Collateral Monitoring Agent, and must have an appraised
        value on a net orderly liquidation basis (as demonstrated
        by an appraisal satisfactory to the Collateral Monitoring
        Agent from appraisers satisfactory to the Collateral
        Monitoring Agent) such that 37.5% thereof is equal to at
        least $75 million.

Winn-Dixie paid the Lenders a $600,000 fee (0.10% of the total
$600 million commitment) in connection with this waiver, and paid
all of the lenders' legal fees and expenses.  The known
participants in the lending consortium are:

     * WACHOVIA BANK, NATIONAL ASSOCIATION,
       as the Administrative Agent, Issuer and Swing Line Lender

     * WACHOVIA CAPITAL MARKETS, LLC,
       as the Arranger

     * WACHOVIA BANK, NATIONAL ASSOCIATION (successor by merger
       to Congress Financial Corporation (Florida)),
       as the Collateral Monitoring Agent

     * GMAC COMMERCIAL FINANCE LLC,
       as the Syndication Agent

     * WELLS FARGO FOOTHILL, LLC,
       as Co-Documentation Agent

     * GENERAL ELECTRIC CAPITAL CORPORATION,
       as Co-Documentation Agent

     * THE CIT GROUP/BUSINESS CREDIT, INC.,
       as Co-Documentation Agent

At June 20, 2004, the Lending Syndicate was comprised of:

     * AMSOUTH BANK
     * BANK ONE
     * FLEET RETAIL GROUP, INC.
     * ISRAEL DISCOUNT BANK
     * MERRILL LYNCH CAPITAL
     * NATIONAL CITY BUSINESS CREDIT, INC.
     * PNC BUSINESS CREDIT
     * RZB FINANCE LLC
     * SIEMENS FINANCIAL SERVICES, INC.
     * SUNTRUST BANK
     * UBS AG, STAMFORD BRANCH, and
     * WEBSTER BUSINESS CREDIT CORP.

                         About the Company

Winn-Dixie Stores, Inc., -- http://www.winn-dixie.com/-- is one
of the nation's largest food retailers. Founded in 1925, the
Company is headquartered in Jacksonville, Florida.  Winn-Doxie
operates 1,078 supermarkets primarily in the Southeast.  Revenue
for the 12 months ending January 12, 2005 was about $10.4 billion.

                          *     *     *

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

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


WINN-DIXIE: Moody's Junks Series 1999-1 Trust Certificates
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
of Winn-Dixie Pass-Through Trust Certificates, Series 1999-1 to
Caa3 from B3.  The Certificates were downgraded to Caa3 based on
the support of the triple net leases guaranteed by Winn-Dixie
Stores, Inc., which was downgraded to Caa3 by Moody's on
February 14, 2005.

Moody's stated that the Winn-Dixie Stores, Inc. downgrade was
prompted by:

   1) Moody's concern that the continued deterioration in the
      Company's operating performance could continue to pressure
      liquidity despite the improvement in near term borrowing
      availability under the Company's recently amended bank
      facility; and

   2) the difficulty of reversing these negative operating trends
      given the challenge of boosting customer transactions in the
      highly competitive and promotional southeastern markets.

The rating outlook remains negative.

The lowered ratings are:

   * Class A-1 Certificates due September 1, 2017, to Caa3 from B3
   * Class A-2 Certificates due September 1, 2024, to Caa3 from B3
   * Class A-3 Certificates due September 1, 2024, to Caa3 from B3

Winn-Dixie Stores, Inc., with headquarters in Jacksonville,
Florida, operates 1,078 supermarkets primarily in the Southeast.
Revenue for the 12 months ending January 12, 2005 was about
$10.4 billion.


WORLDCOM INC: Settlement Agreement with 10 Directors Terminated
---------------------------------------------------------------
On October 11, 2002, the New York State Common Retirement Fund led
the filing of a Consolidated Class Action Complaint, which charged
former directors of WorldCom, Inc., with violations of Sections 11
and 15 of the Securities Act of 1933 and Section 20(a) of the
Securities Exchange Act of 1934; and also charged certain of the
Former Directors with violations of Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5 promulgated by the
Securities and Exchange Commission.

The Fund as Lead Plaintiff pursues claims on behalf of persons or
entities that purchased or otherwise acquired publicly traded
securities of WorldCom, Inc., from April 29, 1999, through
June 25, 2002.

Barrack Rodos & Bacine and Bernstein Litowitz Berger & Grossman
LLP serve as lead counsel for the Lead Plaintiff and the putative
class.

After extensive negotiations under the supervision of Magistrate
Judge Michael H. Dolinger, the Plaintiffs, 10 Former Directors and
seven insurers entered into a stipulation, which settles the
alleged liabilities of the 10 Directors.

The Parties to the Stipulation are:

    (a) Plaintiffs:

        * Alan G. Hevesi, Comptroller of the State of New York, as
          Administrative Head of the New York State and Local
          Retirement Systems and as Trustee of the New York State
          Common Retirement Fund,

        * Fresno County Employee Retirement Association,

        * County of Fresno,

        * California,

        * HGK Asset Management, Inc., and

        * the Class,

    (b) 10 Director Defendants:

        * Allen, James C.
        * Areen, Judith
        * Aycock, Carl. J.
        * Bobbitt, Max E.,
        * Alexander, Jr., Clifford L.
        * Kellett, Stiles, A. Jr.
        * Macklin, Gordon S.
        * Porter, John A.
        * The Estate of John W. Sidgmore, and
        * Tucker, Lawrence C., and

    (c) the Insurance Companies:

        * Associated Electric & Gas Insurance Services Limited,

        * Continental Casualty Company,

        * Gulf Insurance Company,

        * National Union Fire Insurance Company of Pittsburgh,
          Pennsylvania,

        * SR International Business Insurance Company,

        * Starr Excess Liability Insurance International Limited,
          and

        * Twin City Fire Insurance Company.

The salient terms of the Stipulation are:

A. Claims Settlement

    The Settling Directors and Insurers will pay the Lead
    Plaintiff, for the Class' benefit, $54 million.

    The Settlement Amount will consist of:

    -- $18 million to be paid by the Settling Directors;

    -- $36 million to be paid by the Insurers; and

    -- any interest earned pursuant to the terms of the
       Stipulation.

    The Lead Plaintiff understands that the payment constitutes
    over 20% of the cumulative net worth of the Settling
    Director's individual assets.

    The Settling Director and the Insurers consent to the use by
    Lead Counsel of up to $2 million, with the Lead Plaintiff's
    approval, for reasonable out-of-pocket costs in connection
    with providing notice of the Settlement to the Class Members
    and for other administrative expenses.

B. Plan of Allocation

    The Net Settlement Fund will be allocated to members of the
    Class according to a Plan of Allocation:

    -- 13.02% of the Net Settlement Fund to claims asserted under
       the Securities Act of 1933 by purchasers of debt securities
       issued in the May 2000 Offering;

    -- 41.33% of the Net Settlement Fund to claims asserted under
       the Securities Act by purchasers of debt securities issued
       in the May 2001 Offering; and

    -- 45.65% of the Net Settlement Fund to claims asserted under
       the Securities Exchange Act of 1934 by class members who,
       during the Class Period, purchased WorldCom common stock
       or publicly traded debt securities issued prior to the
       beginning of the Class Period.

C. Releases

    The Plaintiffs will release all claims against the Settling
    Directors.  The Plaintiffs and the Settling Directors will
    release all Claims against the Insurers.

    Continental Casualty, Twin City and SRI will voluntarily
    dismiss certain related lawsuits.

    Court approval of the Stipulation will, as a condition for the
    Settlement, permanently bar, enjoin and restrain all of the
    other defendants in the Securities Litigation, including:

    * Bernard Ebbers,
    * Scott Sullivan,
    * David Myers,
    * Buford Yates,
    * Bert C. Roberts, Jr.,
    * Francesco Galesi,
    * Arthur Andersen LLP,
    * Citigroup Inc.,
    * Citigroup Global Markets Inc.,
    * Citigroup Global Markets Limited,
    * Jack B. Grubman,
    * J.P. Morgan Chase & Co.,
    * J.P. Morgan Securities, Inc.,
    * J.P. Morgan Securities Ltd.,
    * Banc of America Securities LLC,
    * Deutsche Bank Alex Brown Inc.,
    * Chase Securities Inc.,
    * Lehman Brothers Inc.,
    * Blaylock & Partners, L.P.,
    * Credit Suisse First Boston Corp.,
    * Goldman, Sachs & Co.,
    * UBS Warburg LLC,
    * ABN/AMRO Inc.,
    * Utendahl Capital Partners, L.P.,
    * Tokyo-Mitsubishi International plc,
    * Westdeutschc Landesbank Girozentrale,
    * BNP Paribas Securities Corp.,
    * Caboto Holding SIM S.p.A.,
    * Fleet Securities, Inc.,
    * Mizuho International plc, and
    * any other person or entity later named as a defendant:

    -- from commencing, prosecuting, or asserting any claim for
       indemnity or contribution against the Settling Directors;
       and

    -- commencing, prosecuting or asserting any claim against the
       Insurers and Settling Directors arising out of or related
       to the claims or allegations asserted by the Plaintiffs in
       the Complaint.

D. Administration and Distribution of the Settlement Fund

    The Lead Counsel, through The Garden City Group, as the Court-
    appointed Notice and Claims Administrator, will administer and
    calculate the Claims submitted by Class Members and will
    oversee distribution of the Settlement Fund.

    The Settlement Fund will be applied to, among others:

    -- pay all costs and expenses incurred in connection with
       providing notice to Class Members, locating Class Members,
       soliciting claims, assisting with the filing of claims,
       administering and distributing the Settlement Fund to the
       Class, processing proofs of claim, processing requests for
       exclusion, escrow fees and costs;

    -- pay attorneys' fees, plus interest, and certain costs and
       expenses, including fees of experts and consultants; and

    -- pay Taxes and Tax Expenses owed by the Settlement Fund.

E. Termination of the Stipulation

    The Stipulation will terminate if no Judgment similar to the
    terms of the Stipulation is entered.

A full-text copy of the Stipulation is available for free at:

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

                Settling Parties Want to Segregate
                  Class Claims Against Directors

In a letter dated January 7, 2005, the Settling Parties ask Judge
Cote to:

    (a) sever the Class' claims against the Settling Director
        Defendants from those asserted against the other
        defendants who will proceed to trial on February 28, 2005;

    (b) set a date for a hearing on or after February 25, 2005, to
        consider preliminary approval of the settlement and
        related matters; and

    (c) stay any litigation over insurance coverage pending
        further Court order.

According to John P. Coffey, Esq., at Bernstein, Litowitz, Berger
& Grossman, LLP, the proposed severance contemplates that, if the
settlement is not consummated, it would be virtually impossible
for the Lead Plaintiff and the Settling Director Defendants to
finish preparations in time to try the claims between them at the
trial [scheduled at the end of February].

A full-text copy of the January 7 Letter is available for free at:

      http://bankrupt.com/misc/ERISAplaintiffs_jan7letter.pdf

            District Court Rejects Key Settlement Term

Judge Denise Cote of the United States District Court for the
Southern District of New York denied the Class Action Plaintiffs'
request for approval of the judgment reduction formula contained
in the Stipulation of Settlement, in so far as the "Contribution
Credit" is adjusted to reflect any limitation on the financial
capability of the Settling Director Defendants.  The District
Court holds that the Contribution Credit provision is a violation
of 15 U.S.C. Section 78u-4(f)(7)(B)(i).

Judge Cote will issue a detailed Opinion soon.

                Lead Plaintiff Terminates Settlement

After reviewing Judge Cote's order regarding the "ability to pay"
adjustment to the "Contribution Credit", Lead Plaintiff exercised
its right to terminate the Stipulation.

"[T]his cap on the judgment reduction to any verdict against the
non-settling Defendants was a material term of the Settlement for
Lead Plaintiff and the Class," Mr. Coffey relates.

According to Mr. Coffey, the Lead Plaintiff cannot proceed to
settle at the risk of a substantial reduction in any judgment
against the remaining Defendants.

A full-text copy of Mr. Coffey's February 2, 2005, Letter to
Judge Cote is available for free at:

      http://bankrupt.com/misc/feb2letter_pacttermination.pdf

                       Alan Hevesi's Statement

New York State Comptroller Alan G. Hevesi, sole trustee of the New
York State Common Retirement Fund and lead plaintiff in the
WorldCom class action lawsuit, today issued the following
statement on today's WorldCom development:

"While we respect the decision rendered by Judge Cote today, we
are disappointed that it invalidated what was an integral
provision in the Settlement Agreement with the Settling Director
Defendants.  The so-called 'ability-to-pay' provision at issue was
a necessary part of the Settlement with the Settling Director
Defendants so that any judgment we obtain on behalf of WorldCom
investors at trial against the remaining defendants, including the
investment banks and Andersen, would not be reduced
disproportionately when compared to the amounts that the Settling
Director Defendants could afford to pay to the Class in their
settlement.  As a result, we are constrained to terminate the
Settlement, and we are continuing to prepare for trial against any
and all defendants remaining in the case.  To be clear, the
Judge did not rule against the personal payments by Settling
Director Defendants and that is not the reason for the termination
of the settlement.  The settlement is being terminated solely
because of the potential impact on the amount other defendants
might pay if the suit is successful."

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)


WORLDSPAN LP: S&P Junks $300 Million Second-Lien Secured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Worldspan L.P. to 'B' from 'B+', after the company
completed a recapitalization.

Standard & Poor's affirmed its 'B' rating on the new $490 million
secured credit facility due 2010, with a recovery rating of '2',
and 'CCC+' rating on the new $300 million second-lien secured
floating rates notes due 2011, with a recovery rating of '5'.
Proceeds were used to redeem the 'BB-' rated ('1' recovery rating)
$175 million secured credit facility due 2007 and the 'B-' rated
$280 million senior notes due 2011, whose ratings have been
withdrawn.

The outlook is stable.

"The ratings downgrade is based on the company's weaker financial
profile as a result of its recapitalization," said Standard &
Poor's credit analyst Betsy Snyder.  "The incremental debt the
company will add to its balance sheet to redeem preferred stock
and other outstanding debt will not only ncrease its interest
expense, but also indicates a more aggressive financial policy."

The ratings on Worldspan reflect its weak financial profile and
limited financial flexibility, pro forma for its recapitalization.
The recapitalization will add debt to redeem all the preferred
stock held by the company's owners, Citigroup Venture Capital and
Teachers' Merchant Bank (which acquired the company from American
Airlines Inc., Delta Air Lines Inc., and Northwest Airlines Inc.
in mid-2003 for $901.5 million).  However, Worldspan benefits from
its leading position in processing on-line travel bookings, the
fastest-growing segment of the travel distribution industry.  This
segment accounts for approximately 90% of Worldspan's revenues.
Worldspan is the leading processor of GDS (global distribution
system) transactions for on-line travel agencies.  A GDS is a
computerized system that is used by suppliers of travel and
travel-related products and services (e.g., airlines, car rental
companies and hotels) to sell their services either through the
suppliers themselves or through travel agencies.  GDS's are the
primary distributor of airline travel.  Fees are typically paid by
the travel suppliers for bookings made through the systems.  This
is a highly concentrated industry, with only three major
participants other than Worldspan. In the U.S., Worldspan is the
second largest participant, behind Sabre Holdings Corp., with a
market share of around 32%.  However, in the past few years, the
Internet has become the growth engine for travel distribution, and
now accounts for over 30% of U.S. GDS transactions.  In this
segment, Worldspan is the largest participant, with a market share
of around 64%. It is also the only independent provider, and
has long-term contracts with Expedia, Priceline, Orbitz, and
Hotwire, all major on-line travel agencies.

Worldspan's financial profile will weaken as a result of the
recapitalization, resulting in added debt and interest expense.
However, over the next several years, growth in Internet travel
bookings should add to its revenues.  In addition, a modest level
of capital spending should allow the company to use free cash flow
to reduce debt, aiding both its earnings and debt levels.  As a
result, the company's credit ratios are expected to improve
modestly over the intermediate term.  If the company were to use
free cash flow to materially reduce debt, the outlook could be
revised to positive.


YUKOS OIL: Russia Borrows $6 Billion from China to Acquire Yugansk
------------------------------------------------------------------
Erin Arvedlund of The New York Times reports that Alexei Kudrin,
the Russian Finance Minister, revealed on Feb. 1 that the
state-owned Vnesheconombank borrowed $6 billion from Chinese banks
to allow Rosneft to purchase Yuganskneftegas.  In exchange,
Rosneft committed to supplying oil to China over the next few
years.  The terms of the oil pledges were not clear.

Ms. Arvedlund notes that Sergei Oganesian, head of the Russian
Federal Energy Agency, had a slightly different version.  In a
news conference Tuesday, Mr. Oganesian said Rosneft obtained $6
billion from the government-owned China National Petroleum
Corporation, which was guaranteed by future crude oil deliveries.
According to Mr. Oganesian, both companies have agreed to a five-
to six- year prepayment term.

              Russia Clarifies Kudrin's Statements

The Russian Finance Ministry has elaborated on recent statements
made by its head, Alexei Kudrin, with regard to Vnesheconombank's
borrowing from Chinese banks for Rosneft to buy Yuganskneftegaz,
the controversial production subsidiary of Yukos.

"Finance Minister Alexei Kudrin has never claimed that
Vnesheconombank drew credits from Chinese banks to finance the
purchase of Yuganskneftegaz shares," the Prime-Tass news agency
quoted the ministry's press service as saying.

Responding to a question from the press about the Central Bank's
report on increased borrowing by government bodies and to a
request to confirm whether it was connected with the purchase of
Yuganskneftegaz, Mr. Kudrin said, "I can't quite comment on your
figure.  I can only say that apparently it refers to
Vnesheconombank's borrowing six billion U.S. dollars from certain
Chinese banks to credit Rosneft," the press service said.

Speaking about the purchase of Yuganskneftegaz by Rosneft, the
minister said he had no relation to this transaction.  "I am not a
member of the (Yuganskneftegaz) Board of Directors.  Nor do I
represent a corresponding ministry or agency in this matter,"
Mr. Kudrin said.

"Regarding the credits, Vnesheconombank drew credits from Chinese
banks.  But I can't give you a more detailed answer right now,"
the press service quoted the minister as saying.

                             Denials

RosBusiness Consulting reports that Vnesheconombank denies any
participation in Rosneft's acquisition of Yuganskneftegas.
Vnesheconombank said it merely served as Russia's agent in
acquiring certain loans from Chinese banks in exchange for
Russia's long-term oil supplies to China.

Vladimir Todres at Bloomberg News says Rosneft also denies the use
of the $6 billion loan to buy Yuganskneftegas.

Chinese Banks also deny the alleged loans.  Bloomberg News
correspondent Koh Chin Ling reports that Beijing Foreign Ministry
Spokesman Kong Quan said Chinese banks did not provide any loans
to help Rosneft acquire Yuganskneftegas.

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)


YUKOS OIL: Khodorkovsky Gives 60% Menatep Stake to Leonid Nevzlin
-----------------------------------------------------------------
Vladimir Todres at Bloomberg News reports that Mikhail
Khodorkovsky, founder and former CEO of Yukos Oil Company, has
handed over 60% of his stake in Group Menatep to Leonard Nevzlin
on December 19, 2004.  Group Menatep holds approximately 40% of
Yukos shares.

Mr. Nevzlin, a close ally of Mr. Khodorkovsky, has occupied top
positions in Yukos and Menatep since 1991, and used to own 8% of
Group Menatep shares, according to MosNews.  After Russia issued
an arrest warrant for him, Mr. Nevzlin has taken up residence in
Israel.

            Nevzlin's Statement on Change in Ownership

     "I intend to act in the interests of all YUKOS shareholders
by defending their interests using the most effective means
possible.  It has never been more important to have the continued
solidarity of our shareholders.

     "On behalf of the principal shareholders, I express my deep
appreciation to Victor Gerachenko, co-chairman of the Group's
board of directors, and to the members of the board themselves.
They have defended the interests of the company and its
shareholders with the highest level of professionalism in the
face of pressure exerted by authorities within the Russian
government.

     "Despite the continuing attack on the company, we want to
believe in the pragmatism and rationalism of government leaders.
We have not lost all hope that the authorities may decide to
adopt a more balanced and constructive conclusion to the crisis
the government has created.

     "Unfortunately, YUKOS employees are the victims.

     "They bear the brunt of the consequences from the forced
destruction of the most successful company in Russia.  I feel a
responsibility for the future of these employees and will do my
utmost to support those affected by the persecution of YUKOS.

     "I am sincerely grateful to those who have supported us not
only abroad, but in Russia, where an individual making the most
symbolic expression of solidarity is threatened with the loss of
personal rights and freedoms."

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)


* NASD to Hold 3-Day Mediator Skills Training Starting March 7
--------------------------------------------------------------
NASD Dispute Resolution, in conjunction with the U.S. Bankruptcy
Court for the Southern District of New York and the U.S.
Bankruptcy Court for the Eastern District of New York will hold a
three-day Mediator Skills Training on March 7-9, 2005, from 9 a.m.
to 5 p.m., at:

            The United States Bankruptcy Court
            Alexander Hamilton Custom House
            One Bowling Green
            New York, NY  10004-1408

The training program covers dispute resolution methods, ethical
issues confronting mediators, and impasse-breaking techniques.  It
will also provide participants significant role-play opportunities
and experienced coaches.  The program will cover topics including:

   -- Practical mediator skills
   -- Effective negotiation strategies
   -- Generating creative options
   -- Information gathering tools
   -- Relevant role play situations
   -- Skill-integrating exercises
   -- Advanced techniques sampler
   -- Moving beyond positions to focus on interests
   -- Behavioral and conflict styles
   -- Strategies for closing the gap
   -- Collaborative problem-solving
   -- Communication and gender issues
   -- Diversity and intercultural issues
   -- Personal role play coaches
   -- Practical workbooks with checklists

A $750 registration must be received on or before Feb. 21, 2005,
together with a completed registration form.  The cost includes
continental breakfast and lunch each day, plus program materials.
Since space is limited, reservations are required.  Make checks
payable to NASD Dispute Resolution.  To register, please mail a
completed registration form and a check covering full payment to:

            Mediation Department/Elizabeth Bowers
            NASD Dispute Resolution
            One Liberty Plaza, 27th Floor
            165 Broadway
            New York, N.Y. 10006

                       About the Trainers

Hesha Abrams has been an attorney for over twenty years, and an
active commercial and IP mediator since 1986.  She was a pioneer
in the mediation field serving on the legislative task force that
drafted the landmark Texas ADR law.  She has trained thousands of
professionals in negotiation, conflict management, mediation
skills, and dispute resolution systems design since 1986.  Before
becoming a mediator, she worked as a trial lawyer handling complex
business litigation.  Ms. Abrams has successfully mediated for
thousands of parties and is known for crafting highly creative
settlements in very difficult cases.  She specializes in IP and
highly complex and/or emotionally charged cases.  She mediates and
trains in experiential models of mediation, conflict resolution,
diversity, sexual harassment, team building, partnering and
communication skill building.  Ms. Abrams is a popular and dynamic
speaker and is a member of the Texas Bar.  She mediates, consults
and trains both nationally and internationally.

Jeff Abrams has been an attorney for over twenty-two years, and an
active mediator since 1986.  Mr. Abrams has successfully mediated
for hundreds of parties and specializes in trademark cases,
commercial litigation, employment and business matters.  He was a
pioneer in the mediation field, serving on the legislative task
force that drafted the landmark Texas ADR law.  He has been
training attorneys, judges and executives in communication and
negotiation, conflict management, mediation skills, and dispute
systems design since 1986.  Before becoming a mediator, he worked
as a trial lawyer handling complex business litigation.  He served
as founding Editor of the ADR Report, a publication of the Oregon
State Bar.  Mr. Abrams is a frequent and popular speaker on ADR
and workplace issues.  He is a member of the Oregon and Texas
Bars.   Mr. Abrams was also President and CEO of a national
fitness/trucking company.  His substantial expertise in both
business and law enhances his mediation skill set and enables him
to resolve even the most difficult and challenging cases.

Mr. & Ms. Abrams drafted the landmark ADR law in the state of
Texas, which created a statewide dispute resolution system for
civil cases (S.B. 1436,Chapter 154, Texas ADR act).  Visit their
website at http://www.abramsmediation.com/

                            About NASD

NASD -- http://www.nasd.com/-- is the leading private-sector
provider of financial regulatory services, dedicated to investor
protection and market integrity through effective and efficient
regulation and complementary compliance and technology-based
services.  NASD touches virtually every aspect of the securities
business - from registering and educating all industry
participants, to examining securities firms, enforcing both NASD
rules and the federal securities laws, and administering the
largest dispute resolution forum for investors and member firms.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
March 2-3, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         New York, NY
            Contact: 1-800-260-4PLI; 212-824-5710; or info@pli.edu

March 3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (L.A.)
         The Century Plaza Los Angeles, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Bankruptcy Battleground West
      Looking Ahead to the Next Bankruptcy Cycle
         The Westin Century Plaza Hotel & Spa Los Angeles, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 7-9, 2005
   THE U.S. BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK AND
   THE U.S. BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK
      Mediator Skills Training
         USBC Alexander Hamilton Custom House, One Bowling Green,
         New York, NY
            Contact:
            http://www.nysb.uscourts.gov/pdf/mediator_training.pdf

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

March 10-12, 2005
   AMERICAN BAR ASSOCIATION
      Bench and Bar Bankruptcy Conference
         Washington, DC
            Contact:  800-238-2667-5147 or
                      http://www.abanet.org/jd/bankruptcy/

April 7-8, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         San Francisco, CA
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu

April 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Mediation in Turnarounds & Bankruptcies
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

April 14-15, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Sixth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,
      Divestitures and Restructurings
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Dylan
Carlo Gallegos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie
Sabijon, Terence Patrick F. Casquejo and Peter A. Chapman,
Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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